Minutes of the Board of Directors’ Meeting
held on August 30, 2016
Date, Time and Venue: August 30, 2016, at 10:00 a.m., at the Company’s headquarters, at prolongamento da Avenida Antonio Manço Bernardes, s/nº, Rotatória Família Vilela de Queiroz, Chácara Minerva, CEP 14781-545, in the city of Barretos, state of São Paulo.
Presiding: Edivar Vilela de Queiroz, Chairman; Fernando Galletti de Queiroz, Secretary.
Call Notice: The call notice was waived due to the presence of all acting members of the Company’s Board of Directors. We hereby clarify that Mohammed Abdulaziz Alsarhan was not invited and did not attend the meeting, given that, until this date, he has not taken office as a sitting member of the Company’s Board of Directors, a position to which he was elected at the Annual and Extraordinary Shareholders’ Meeting of April 29, 2016.
Attendance: All the acting members of the Company’s Board of Directors attended the meeting, some of them in person and others attended the meeting remotely, as authorized by the Company’s Bylaws.
Agenda: (1) to define the voting instruction of the members of the Board of Directors of Minerva Luxembourg S.A. ("Minerva Luxembourg") appointed by Minerva S.A. ("Company") at the Board of Directors’ meeting of Minerva Luxembourg to be held today, in which they will resolve: (a) the issue, by Minerva Luxembourg, of debt securities ("Notes"), to be placed in the international market and offered to qualified institutional investors, resident and domiciled in the United States of America, based on the regulation issued by the Securities and Exchange Commission, specifically "Rule 144A" and, in the other countries, except for in Brazil and the United States of America, based on "Regulation S" ("Issue"); (b) the early buyback offer intermediated by HSBC Securities (USA) Inc., on behalf of Minerva Luxembourg (Intermediated Tender Offer) of debt securities issued by Minerva Luxembourg, due in 2023 ("2023 Notes" and "Buyback Offer", respectively), and its main conditions, as well as the solicitation of consent from the holders of 2023 Notes who accept the Buyback Offer to amend the 2023 Notes indenture, so as to exclude a large portion of the restrictive covenants of Minerva Luxembourg and several default events ("Consent Solicitation" and "Proposed Amendments", respectively); and (c) the approval of the negotiation of the terms and conditions and/or the signature of all documents necessary to implement the Issue, the Buyback Offer and the Consent Solicitation, as applicable, including, but not limited to the Preliminary Offering Memorandum, Offer to Purchase and Consent Solicitation Statement, Dealer Manager Agreement, Supplemental Indenture of the 2023 Notes and the Exchange Settlement Agreement ("Transaction Documents"); (2) to discuss and vote the provision of a guarantee by the Company within the scope of the Issue; (3) to authorize the Issue by Minerva Luxembourg; and (4) to authorize the Company’s Board of Executive Officers to take all the measures and practice all the acts necessary to implement the resolutions related to the Issue, the Buyback Offer and the Consent Solicitation approved, including the signature of the Transaction Documents, as applicable, and the Tender Agent Agreement, as well as ratify the acts already practiced by the Board of Executive Officers, as applicable.
Resolutions: After discussing the matters on the Agenda, the members of the Company’s Board of Directors resolved, unanimously and without restrictions:
1. To define that the members of the Board of Directors of Minerva Luxembourg appointed by the Company must vote at the Board of Directors’ meeting of Minerva Luxembourg to be held today, without restrictions, in favor of the approval of (a) the Issue; (b) the Buyback Offer and the Consent Solicitation; and (c) the negotiation and/or signature, as applicable, of the Transaction Documents.
2. To approve the provision, by the Company, of an unconditional and irrevocable personal guarantee, pursuant to the applicable regulations, which guarantees, fully and jointly and severally, the obligations assumed by Minerva Luxembourg within the scope of the Issue ("Guarantee").
3. To authorize the Issue of the Notes by Minerva Luxembourg, pursuant to the terms and conditions to be defined based on current market conditions, which will be resolved in a new Board of Directors’ meeting of Minerva Luxembourg and ratified by the Company’s Board of Directors.
4. To authorize the Company’s Board of Executive Officers, pursuant to the Board of Directors’ Meeting, to take all the measures and practice all the acts necessary to implement the resolutions taken in the previous items, including the signature of the Transaction Documents, as applicable, and the Tender Agent Agreement, as well as to ratify the acts already practiced by the Board of Executive Officers, as applicable.
Closure and Drawing up of the Minutes: There being no further business to discuss, the floor was offered to anyone who intended to speak, and as no one did, the meeting was adjourned for the drawing up of these minutes, which were read, approved and signed by all those present.
Venue and Date: Barretos, August 30, 2016. Presiding: (Undersigned) Edivar Vilela de Queiroz, Chairman; Fernando Galletti de Queiroz, Secretary. Members of the Board of Directors present: (Undersigned) Edivar Vilela de Queiroz; Antonio Vilela de Queiroz; Ibar Vilela de Queiroz, Alexandre Lahoz Mendonça de Barros, Jose Luiz Rego Glaser, Roberto Rodrigues, Sergio Carvalho Mandin Fonseca, Abdullah Ali Aldubaikhi and Salman Abdulrahman Binseaidan.
Declaration: This is a free English translation of the minutes drawn in the Book of Minutes of the Company’s Board of Directors’ Meeting no. 11, pages 32 to 35.
Barretos, August 30, 2016.
Fernando Galletti de Queiroz