Minutes of the Board of Directors’ Meeting held on March 18, 2014
1. DATE, TIME AND VENUE: March 18, 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 14.781-545, in the city of Barretos, state of São Paulo.
2. PRESIDING: Edivar Vilela de Queiroz, Chairman; Fernando Galletti de Queiroz, Secretary.
3. CALL NOTICE: The call notice was waived given the presence of all Board members, in accordance with Article 15, sole paragraph, of the Company’s Bylaws.
4. ATTENDANCE: All the Company’s Board members were present.
5. AGENDA: The members of the Board of Directors of the Company convened to resolve on (a) the acquisition of 100% of Frigorifico Matadero Carrasco S.A. ("Carrasco"); and (b) the authorization for the Company’s Board of Executive Officers to carry out all acts necessary for the implementation of the resolutions taken herein.
6.1 After the initial clarifications were duly provided, the Board members approved, without any restrictions, in accordance with Article 19, item XXII, of the Company’s Bylaws, the implementation of the operation of acquisition of Carrasco by means of the signing, by the Company, of a share purchase agreement to acquire 100% of Carrasco ("Share Purchase Agreement"), whose main terms and conditions have been subject to the Board members’ evaluation. The total amount to be paid for the acquisition, in cash and/or shares, in accordance with the Company’s availability and the applicable regulatory restrictions, will be US$37,000,000.00.
6.2 The Board of Executive Officers was authorized to carry out all acts necessary for the implementation of the operation, including but not limited to the negotiation and execution of the Share Purchase Agreement, as well as any other required instruments or documents, with all acts carry out to this date being expressly ratified herein.
7. CLOSURE AND DRAWING UP OF THE MINUTES: There being no further business to discuss, and after the Chairman offered the floor to anyone who intended to speak, 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 attending Board members. Venue and Date: Barretos, March 18, 2014. Presiding: Edivar Vilela de Queiroz – Chairman; Fernando Galletti de Queiroz – Secretary. Attending Board of Directors members: Edivar Vilela de Queiroz; Antonio Vilela de Queiroz; Ibar Vilela de Queiroz, Norberto Lanzara Giangrande Júnior, Alexandre Lahoz 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 18, 2014.
Fernando Galletti de Queiroz