Minutes of the Board of Directors‘ Meeting – Notes 2028 and Tender Offer 2023
1. DATE, TIME AND PLACE: Held on November 30th, 2017, at 8 a.m, at the office of Minerva S.A. ("Company"), located in the city of São Paulo, State of São Paulo, at Rua Leopoldo Couto de Magalhães Júnior, 758, 8th floor, suite 82, Postal Code (CEP) 04542-000.
2. Presiding: Edivar Vilela de Queiroz, Chairman; Fernando Galletti de Queiroz, Secretary.
3. Call Notice: The call notice was waived due to the presence of all the members of the Company’s Board of Directors, in accordance with Article 15, sole paragraph of the Company’s Bylaws.
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 on the following agenda: (i) the vote orientation to the members of the board of Minerva Luxembourg S.A. (“Minerva Luxembourg”) appointed by Minerva S.A. (“Company”) at the meeting of the board of directors of Minerva Luxembourg to be held on this date during which it will be resolved: (a) the issuance by Minerva Luxembourg of debt securities in the amount of up to US$500.000.000,00 (five hundred million dollars), with an interest rate of up to 6,5% and maturity in January of the year 2028 (“New Notes”), intended for placing in the internation market, to be offered to qualified institutional investors, resident and domiciled in the United States of America, based on the regulations issued by the Securities and Exchange Commission, specifically Rule 144A, and in other countries except Brazil and the United States of America, based on “Regulation S”; (b) the early repurchase offer brokered by HSBC Securities (USA) Inc., on behalf of Minerva Luxembourg (Intermediated Tender Offer), of debt securities issued by Minerva Luxembourg due in 2023 (“Repurchase Notes” and “Repurchase Offer”, respectively), and its main conditions; and (c) the approval of the negotiation of the terms and conditions and/or the execution of all documents necessary for the implementation of the Issuance and the Repurchase Offer, as the case may be, including, but not limited to, Preliminary Offering Memorandum, Offer to Purchase, Dealer Manager Agreement and Exchange Settlement Agreement (“Transaction Documents”); (ii) granting of guarantee by the Company within the scope of the Issuance; (iii) authorization of the Issuance by Minerva Luxembourg; and (iv) authorization to the Company‘s Board to take the necessary measures and perform the acts necessary to implement the resolutions that may be approved in relation to the Issuance and the Repurchase Offer, including the execution of the Transaction Documents, as applicable, as well as to ratify the acts already practiced by the Board in this sense, as applicable.
6. Resolutions: After discussing the matters on the agenda, the members of the Company’s Board of Directors have resolved, by unanimity of votes and without restrictions, the following:
6.1. To approve the voting orientation to the members of the board of directors of Minerva Luxembourg appointed by the Company at the meeting of the board of directors of Minerva Luxembourg to be held on this date, in order to approve without restriction: (a) the Issuance; (b) the realization of the Repurchase Offer; and (c) the negotiation and/or execution, as the case may be, of the Transaction Documents.
6.2. To approve the granting by the Company of an unconditional and irrevocable fiduciary guarantee, to be constituted in accordance with the applicable regulations, and to fully and jointly guarantee the obligations assumed by Minerva Luxembourg within the scope of the Issuance (“Guarantee” ).
6.3. To authorize the issuance of the New Notes by Minerva Luxembourg, in accordance with the terms and conditions to be defined based on the current market conditions.
6.4. To authorize the Company‘s Board, in good faith and in observance of the Board of Directors‘ Meeting, to take the necessary measures and perform the acts necessary to implement the resolutions taken, including the execution of the Transaction Documents, as well as to ratify the acts already practiced by the Company’s Board accordingly, as applicable.
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 the members attending the meeting. Place and Date: São Paulo, November 30th, 2017. Presiding: (aa) Edivar Vilela de Queiroz, Chairman; Fernando Galletti de Queiroz, Secretary. Attending Board Members: (aa) Edivar Vilela de Queiroz, Antonio Vilela de Queiroz, Ibar Vilela de Queiroz, Roberto Rodrigues, José Luiz Rego Glaser, Alexandre Lahoz Mendonça de Barros, Sérgio Carvalho Mandin Fonseca, Abdullah Ali Aldubaikhi, Salman Abdulrahman Binseaidan e Abdulaziz Saleh Al-Rebdi.
Declaration: This is a free English translation of the original minutes drawn up in the Company’s Book of Minutes of the Board of Directors’ Meetings No. 11, pages 190 through 193.
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