Minutes of the Board of Directors‘ Meeting – Minerva Alimentos Merger, Changing in Bylaws and Others Deliberations
1. Date, Time and Venue: Held on September 19th, 2017, at 9 a.m., at the office of Minerva S.A. (Company), located on the city of São Paulo, State of São Paulo, at Leopoldo Couto de Magalhães Júnior, nº 758, suite 82, Postal Code (CEP) 04542-000.
2. Presiding: Mr. Edivar Vilela de Queiroz was the chairman of the meeting and Mr. Fernando Galletti de Queiroz was the secretary.
3. Call Notice: The call notice was sent to all members of the Company’s Board on September 4th, 2017.
4. Attendance: All members of the Company´s Board of Directors, being part of the members in person at the local of the meeting and other members participating in the meeting through remote devices, as allowed by Article 18, §1º, of the Company´s Bylaws.
5. Agenda: The members of the Company´s Board of Directors convened to examine, discuss and resolve upon the following agenda: 5.1. ratification of the vote orientation casted at the Extraordinary Shareholders Meeting of Pulsa S.A. (“Pulsa”) which approved its share capital increase; 5.2. ratification of the vote orientation casted at the Extraordinary Shareholders Meeting of Swift Argentina S.A. (“Swift”) which approved its share capital increase; 5.3. acquisition of a minority equity capital at Swift Argentina S.A.; 5.4. ratification of the vote orientation casted at the Extraordinary Shareholders Meetings of Minerva Colombia S.A.S. which approved the change of its corporate headquarters; 5.5. As requested by the President of the Board Mr. Edivar Vilela de Queiroz, the inclusion of the follow agenda: i) ratification of the acquisition of all shares of Minerva Indústria e Comércio de Alimentos S.A. (“Minerva Alimentos” or “Merged Company”); ii) approval of the “Private Instrument of Protocol and Reasoning of the Merger of Minerva Indústria e Comércio de Alimentos S.A. into Minerva S.A.” (“Protocol and Reasoning of the Merger”) by Minerva S.A.; iii) ratification of the appointment and hiring of the Appraiser Company hired to prepare the accounting appraisal report of the net equity of the Merged Company (“Accounting Appraisal Report”); iv) approval of the Accounting Appraisal Report elaborated by the Appraisal Company; v) merger of Minerva Alimentos with its consequent extinction; vi) the vote orientation to be casted at the corporate resolutions of Minerva Alimentos related to the items listed (iii) to (v) above; vii) Amendment of article 5th of the Company’s bylaws; viii) Amendment of article 10th of the Company’s bylaws; ix) consolidation of the Company’s bylaws; x) calling of the Company’s Extraordinary Shareholders‘ Meeting for the resolution of the matters listed in the items (ii) to (v) and (vii) to (ix), foregoing; and xi) authorization for the Company‘s Management to take the measures necessary to implement and comply with the resolutions approved.
6. Resolutions: Once the meeting was held, and after analysis and discussion of the matters included in the agenda, the members of the Company‘s Board of Directors present, by unanimous vote and without any restrictions or reservations, resolved as follows:
6.1. To ratify the vote orientation casted by the Company at the Extraordinary Shareholders‘ Meeting of Pulsa, which approved its share capital increase;
6.2. To ratify the vote orientation casted by the Company at the Extraordinary Shareholders‘ Meeting of Swift by its Shareholder Pul Argentina S.A., controlled by the Company, which approved its share capital increase;
6.3. To approve the acquisition, by the Company, of minor equity capital of Swift Argentina S.A.;
6.4. To ratify the vote orientation casted by the Company at the Extraordinary Shareholders‘ Meeting of Minerva Colombia S.A.S. (“Minerva Colombia”) which approved the change of its corporate headquarter;
6.5. To approve the request of the Chairman of the Board of Directors Meeting, of the item 5.5 foregoing and its sub items;
6.6. To ratify the acquisition of the entire equity interest in Minerva Alimentos, as well as the execution of share purchase and sale agreements between the Company and the shareholders of Minerva Alimentos;
6.7. To approve the signing, to be submitted to the extraordinary shareholders‘ meeting of the Company called for this proposal, of the Protocol and Reasoning of the Merger executed by the management of Minerva Alimentos, a company incorporated and existing under the laws of Brazil, headquartered in Rolim de Moura, state of Rondônia, at Rodovia RO 010, Km 14,5, sentido Pimenta Bueno, CEP 76940-000, enrolled under the Corporate Taxpayer‘s ID (CNPJ/MF) No. 15.514.479/0001-51, with its articles of incorporation registered at JUCER under the State Registry (NIRE) No. 11.300.002.164, a wholly-owned subsidiary of the Company, and the management of the Company, in September 18th, 2017, which reflects the terms of the merge of Minerva Alimentos by the Company, filed at the Company Headquarters.
6.8. To approve the proposal, to be submitted to the Extraordinary Shareholders‘ Meeting of the Company called for this proposal, of the ratification of the appointment and hiring of VERDUS AUDITORES INDEPENDENTES, simple company, under the Corporate Taxpayer‘s ID (CNPJ) No. 12.865.597/0001-16, with its articles of incorporation registered in the 5th City Register of Deeds and Documents and Register of Legal Entities, on November 5, 2010, under the registry No. 44348, the 1st Contractual Amendment, on August 26, 2013, under the registry No. 52174, the 2nd Contractual Amendment, on March 5, 2014, under the registry No. 53602, and the 3rd Contractual Amendment, on December 23, 2014, under the registry No. 56324, registered at the Regional Accountancy Council of the State of São Paulo, under No. 2SP 027.296/O-2, headquartered at Rua Amália de Noronha, 151, 5th Floor, cj. 502, parte – Pinheiros, São Paulo – SP, CEP 05410-010 (“Appraiser Company”), pursuant to the provisions of Article 226 of the Brazilian Corporation Law.
6.8.1. Under the current law, the Appraiser Company timely stated that: (i) it does not hold, directly or indirectly, any security or derivative expressed as security issued by either the Company or Minerva Alimentos; (ii) does not have any conflict of interest that may otherwise reduce the necessary independence to carry out its duties; and (iii) did not face, by Minerva Alimentos or by the Company, its controllers and/or management, any limitation imposed to the performance of the assigned duties;
6.9. To approve the Accounting Appraisal Report of Minerva Alimentos prepared by the Appraiser Company, to be submitted to the Extraordinary Shareholders‘ Meeting called for this proposal, based on the accounting books and statements of Minerva Alimentos, on the base date of June 30th, 2017 (“Base Date”), which accompanies the Protocol and is filed at the Company‘s headquarters.
6.10. To approve the proposal, to be submitted to the extraordinary shareholders‘ meeting of the Company, for the Merger with the exact terms and conditions of the Protocol and the consequent extinction of Minerva Alimentos.
6.10.1. Under the Protocol, the Merger will be carried out without replacing the shares of Minerva Alimentos, given that (i) the Company owns all the shares of Minerva Alimentos, without non-controlling shareholders that would have to migrate to the Company; (ii) the shares of Minerva Alimentos and held by the Company will be canceled upon the Merger; (iii) the Merger will not result in a capital increase in the Company; and (iv) the Merger will not involve the issuance of new shares by the Company.
6.10.2. To document that, according to the Accounting Appraisal Report, the total net book value of the equity of Minerva Alimentos, to be incorporated by the Company, corresponds to the total amount of R$89,167,950.03 (eighty-nine million, one hundred and sixty-seven thousand, nine hundred and fifty reais and three cents).
6.10.3. The Merger will not result in an increase in the Company‘s share capital, given that (i) with the implementation of the Merger, the Company‘s investment in Minerva Alimentos will be canceled and replaced by the assets and liabilities that make up the equity of Minerva Alimentos, which will be absorbed by the company; (ii) the Company owns all the shares of Minerva Alimentos; (iii) due to the use of the equity method, the book value of the Company‘s investment in Minerva Alimentos corresponds to the full value of the equity of Minerva Alimentos on the Base Date; and (iv) the Merger will not involve any increase in the Company‘s equity.
6.10.4. The equity variations of Minerva Alimentos between the Base Date and the date of the effective implementation of the Merger will be exclusively borne by the Company.
6.10.5. Once the Merger is implemented, Minerva Alimentos will be extinguished and the Company will succeed Minerva Alimentos, universally and without interruption, concerning the assets, rights, claims, faculties, powers, immunities, actions, exceptions, duties, obligations, subjections, liens and liabilities owned by Minerva Alimentos and incorporated by the Company.
6.11. To approve the vote orientation to be casted by the Company in Minerva Alimentos’ corporate resolutions in order to approve the matters listed on items 6.7 to 6.10 above.
6.12. To approve the proposal, to be submitted to the Extraordinary Shareholders‘ Meeting of the Company, to amend Article 5th of the Bylaws to update the number of shares of the Company, due to the cancelation of shares within the scope of the Repurchase of Stocks of 2016, according to the resolutions of the Board of Directors dated March 20th, 2017;
6.13. To approve the proposal, to be submitted to the Extraordinary Shareholders‘ Meeting of the Company, to amend Article 10, §1st of the Bylaws to amplify to 30 days the call notice for the Company’s Extraordinary Shareholder Meetings, considering the participation of the Company at the American Depositary Receipt – ADR Program, in the terms of the Article 8th of the Brazilian Securities Exchanges Commission’s Instruction n. 559, of March 27th, 2015 (ICVM 559/15).
6.14. To approve the proposal, to be submitted to the Extraordinary Shareholders‘ Meeting of the Company, for the consolidation of the Bylaws, as resolved in items 6.12 and 6.13 above.
6.15. To approve the convening of the Extraordinary Shareholders‘ Meeting of the Company, to be held on first call on October 20th, 2017, to resolve on the proposals approved in items 6.7 to 6.10 and 6.12 to 6.14 above.
6.16. To approve the authorization for the Company‘s management to carry out all measures necessary to implement and comply with the resolutions herein (except for matters that require the approval of the Extraordinary Shareholders‘ Meeting to be convened for this purpose).
7. Closure and Drawing up of the Minutes: There being nothing further to discuss, the Chairman offered the floor to anyone who intended to speak; as no one did, the meeting was adjourned for the time necessary to draft these minutes, which were then read, approved and signed by all attending board members. Venue and Date: São Paulo, September 19th, 2017. Presiding Board: (aa) Edivar Vilela de Queiroz, Chairman; Fernando Galletti de Queiroz, Secretary. Members of the Board of Directors Attending: (aa) Edivar Vilela de Queiroz, Antonio Vilela de Queiroz, Ibar Vilela de Queiroz, Alexandre Mendonça de Barros, Roberto Rodrigues, José Luiz Rego Glaser, Abdulaziz Saleh Alk-Rebdi, Salman Abdulrahaman Binseaidan, Abdullah Ali Aldubaikhi and Sergio Carvalho Mandim Fonseca.
Declaration: I certify that this is a free English translation of the original minutes drawn up in the Minutes Book of the Company’s Board of Directors Meetings No. 11, pages 166 to 172.
São Paulo, September 19th, 2017.
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