Minutes of Board of Directors´ Meeting – Restatement of ITR 1Q17 and offer of Minerva Luxembourg – 06/19/2017


DATE, TIME AND VENUE: Held at 10 a.m., on June 12, 2017, in the office of Minerva S.A. (“Company”), in the city of São Paulo, State of São Paulo, Rua Leopoldo Couto de Magalhães Júnior, 758, 8.º andar, cjto. 82, Postal Code (CEP) 04542-000.

PRESIDING: Mr. Edivar Vilela de Queiroz, Chairman; and Mr. Fernando Galletti de Queiroz, Secretary.

CALL NOTICE: The call notice was waived due to the presence of all members of the Company‘s Board of Directors.

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 the Company’s Bylaws.

AGENDA: (1) discuss and vote the restatement of the Company’s form of quarterly financial statements for the three-month period ended March 31, 2017, to include information about subsequent events; (2) define the guidance for the vote to be cast by the members of the Board of Directors of Minerva Luxembourg S.A. (“Minerva Luxembourg”) indicated by the Company in the Minerva Luxembourg’s board of directors meeting to be held today, in which it will resolve on: (a) the approval and, to the extent necessary, the ratification of the issuance by Minerva Luxembourh of up to USD 400 million 6.500% senior notes (“Notes”) due 20 September 2026, to be placed in the international markets, to qualified institutional investors, resident and domiciled in the United States of America, pursuant to the regulations of the Securities and Exchange Commission, specifically Rule 144A, and in other countries, except Brazil and the United States of America, pursuant to Regulation S, with the proceeds being used to finance acquisitions or to refinance existing debts of Minerva’s group of companies (“Offering”). The Offering will consist of an issuance of additional Notes under the indenture dated 20 September 2016, governed by the laws of the State of New York, executed by Minerva Luxembourg, the Company and The Bank of New York Mellon (“Indenture”), pursuant to which Minerva Luxembourg initially issued USD 1,000.0 million in aggregate principal amount of 6.500% senior notes due 20 September 2026; (b) the negotiation, finalization and execution of the Transaction Documents (as defined below); and (c) the instruction and delegation of powers to any Director of Minerva Luxembourg, acting individually to act in the name and on behalf of Minerva Luxembourg to implement the resolutions to be passed under the preceding items on the agenda and the ratification of any action which may already have been taken by a Director or a special attorney appointed by a Director in connection with the implementation of the preceding items; (3) discuss and vote the concession of a corporate guarantee by the Company in the Offering; (4) authorize the Offering by Minerva Luxembourg; and (5) authorize the management of the Company to take all necessary measures and make all necessary steps to implement the resolutions approved in connection with the Offering, as well as to ratify all the action already taken in relation to it, as applicable.

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