Minutes of the Board of Directors’ Meeting held on March 14, 2014
1. DATE, TIME AND VENUE: March 14, 2014, at 4:00 p.m., at the Company’s headquarters, located at prolongamento da Avenida Antônio Manço Bernardes, s/n.º, Rotatória Família Vilela de Queiroz, Chácara Minerva, CEP -, in the city of Barretos, state of São Paulo.
2. Presiding Board: Edivar Vilela de Queiroz presided over the meeting and Fernando Galletti de Queiroz acted as secretary.
3. CALL NOTICE: The call notice was waived given the presence of all members of the Company’s Board of Directors, pursuant to Article 15 of the Company’s Bylaws.
4. ATTENDANCE: All members of the Company’s Board of Directors attended the meeting.
5. AGENDA: The Company’s Board of Directors met to resolve on (a) the execution of swap contracts; and (b) authorization for the Company’s Board of Executive Officers to take any and all measures necessary to implement the resolutions taken.
6. RESOLUTIONS: The Board members examined, discussed and approved, unanimously and without any restrictions:
(i) the execution of swap contracts (swaps) with Credit Suisse Proprio Fundo de Investimento Multimercado no Exterior (“Credit Suisse“), under the following terms: (a) the contracts will be executed within the next ninety days and the initial date of each contract will be established by Credit Suisse, jointly with the Company, with a maximum term of two (2) years for each contract; (b) the Company’s return will be equivalent to the variation in the price of the Company’s shares (BEEF3) shares and Credit Suisse’s return will be equivalent to 100% of the variation in the CDI rate in the adjusted term, plus a pre-determined spread to be negotiated between the Company and Credit Suisse; and (c) the total notional amount in the combined contracts will not exceed eighty million reais (R$80,000,000.00); and
(ii) the Company’s Executive Officers are hereby authorized to take any and all measures necessary to implement the above resolutions.
7. CLOSURE AND DRAWING UP OF THE MINUTES: There being no further business to discuss, the Chairman offered the floor to anyone who intended to speak and as no one did, the meeting was adjourned for the time necessary to draw up these minutes, which were then read, approved and signed by all those present. Venue and Date: Barretos, March 14, 2014. Presiding Board: Edivar Vilela de Queiroz, Chairman; Fernando Galletti de Queiroz, Secretary. Attending Board Members: Edivar Vilela de Queiroz; Antonio Vilela de Queiroz; Ibar Vilela de Queiroz, Norberto Lanzara Giangrande Júnior, Alexandre Mendonça de Barros, José Luiz Rego Glaser and João Pinheiro Nogueira Batista.
Declaration: This is a free English translation of the original minutes drawn up in the Minutes Book of the Company’s Board of Directors’ Meetings.
Barretos, March 14, 2014.
Fernando Galletti de Queiroz