NOTICE TO SHAREHOLDERS

Transcription

1 MINERVA S.A. Publicly-Held Corporation National Corporate Taxpayers Register of the Ministry of Finance (CNPJ) No / Corporation Registration Identification Number (NIRE) CVM NOTICE TO SHAREHOLDERS CLOSING OF THE PERIOD FOR SUBSCRIPTION OF THE REMAINING SHARES AND ALLOTMENT OF THE ADDITIONAL REMAINING SHARES AND DEADLINE FOR THE PAYMENT OF THE REMAINING SHARES MINERVA S.A., a joint-stock company, with its headquarter in the city of Barretos, State of Sao Paulo, at the extension of Avenida Antonio Manço Bernardes, no number, Família Vilela de Queiroz Roundabout, Chácara Minerva, Postal Code , registered with the CNPJ/MF under No / , with its bylaws filed at the Commercial Registry of the State of Sao Paulo under NIRE , registered with the Brazilian Securities and Exchange Commission (Comissão de Valores Mobiliários) ( CVM ) as a publicly-held company class A under code (the Company or Minerva ), in furtherance of the information provided for in the notice to shareholders of October 15, 2018 ( Notice to Shareholders ) and in the notice to shareholders of November 23, 2018 ( Notice to Shareholders , together with Notice to Shareholders , the Notices to Shareholders ) regarding to the capital increase in the amount of up to one billion, fifty-nine million, three hundred thousand Reais (R$1,059,300,000.00), by private subscription of up to one hundred and sixty-nine million (165,000,000) new registered book-entry common shares, with no par value, at the issue price of six Reais and forty-two cents (R$ 6.42) per share, established under article 170, 1, item III, of Law No. 6404, of December 15, 1976, as amended ( the Corporation Law ), to be paid-up in the national currency ( Capital Increase ), notifies its shareholders and the market in general the following: 1. CLOSING OF THE PERIOD FOR SUBSCRIPTION OF THE REMAINING SHARES 1.1. Closing of the Period for Subscription of the Remaining Shares. The period for subscription of the remaining shares and requests for additional remaining shares to be issued under the Company's Capital Increase initiated on November 26, 2018, included, and ended on November 30, 2018, included ( Subscription Period of Remaining Shares ) 1

2 1.2. Number of subscribed Remaining Shares. During the Subscription Period of Remaining Shares, a total of 43,210,985 (forty-three million, two hundred and ten thousand, nine hundred and eighty-five), registered common shares, with no par value issued by the Company, was subscribed at the issue price of R$ 6.42 (six Reais and fortytwo cents) per share, up to R$277,414, (two hundred and seventy-seven million, four hundred and fourteen thousand, five hundred and twenty-three Reais and seventy cents) Number of subscription bonus attributed during the Subscription Period of Remaining Shares. During the Subscription Period of Remaining Shares, were also attributed 43,210,985 (forty-three million, two hundred and ten thousand, nine hundred and eighty-five) subscription bonus, with the ratio of one (1) subscription bonus for one (1) issued share ( Subscription Bonus ), observed that the fraction of Subscription Bonus was disregarded. Each Subscription Bonus grants its holder the right to subscribe one common share issued by the Company, in accordance with the conditions approved at the Extraordinary Shareholders Meeting held on October 15, 2015 and set forth in the Notice to Shareholders ALLOTMENT OF ADDITIONAL REMAINING SHARES 2.1. Requests for additional remaining shares. During the Subscription Period of Remaining Shares, subscribers requested the additional subscription of 3,343,133 (three million, six hundred and forty-three thousand, one hundred and thirty-three) unsubscribed shares Allocation of additional remaining shares and non-apportionment. To the extent that requests for subscription of additional remaining shares were lower than the total of additional remaining shares available for subscription, it was unnecessary to carry out a proportional apportionment of additional remaining shares among the subscribers who requested additional remaining shares. Therefore, the shareholders that have requested additional remaining shares have been fully attended and will receive the exact amount of additional remaining shares they have requested Subscription Bulletin of Additional Remaining Shares at Itaú Corretora. The subscriber shall exercise its right to subscribe additional remaining shares requested, together with the payment of the totality of the shares, in accordance with this Shareholders Notice, at Itaú Corretora until December 11, 2018, at 16p.m., Brasilia time, in one of the specialized agencies indicated at the end of this Shareholders Notice, in 2

3 accordance with the model to be made available by Itaú Corretora, and the delivery of the documents described on item 15 of the Shareholders Notice Subscription Bulletin of Additional Remaining Shares at the Securities Depositary Center. The subscriber shall exercise its right to subscribe additional remaining shares requested, together with the payment of the totality of the shares in accordance with this Shareholders Notice, through its custody agents until December 11, 2018, at 16p.m., observed their specific proceedings for the subscription of requested remaining additional shares. 3. PAYMENT OF THE SUBSCRIBED REMAINING SHARES 3.1. Deadline for payment of the remaining shares. The remaining shares subscribed and additional remaining shares requested during the Subscription Period of Remaining Shares, subject to the specific procedures of the Assets Depositary Center of B3 SA - Brasil, Bolsa, Balcão ( B3 ) and Itaú Corretora de Valores S.A. ("Itaú Corretora"), shall be paid in up as of December 7, 2018 (inclusive) until December 11, 2018 (inclusive), in accordance with the payment methods set forth in the Notice to Shareholders NON-CONDUCTION OF AUCTION OF REMAINING SHARES 4.1. Auction. Since the number of subscribed shares exceeds eighty-two million, one hundred and forty-seven thousand eight hundred and eighty-seven (82,147,887) common shares, in a total amount of five hundred and twenty-seven million, three hundred and eighty-nine thousand, four hundred and thirty-four Reais and fifty-four cents (R$ 527,389,434.54) which subscription was required for approval of the Capital Increase partially subscribed, according to the Notice to Shareholders ( Minimum Subscription ), and any remaining unsubscribed shares after subscription and proportional allotment of additional remaining shares will be canceled, shall not be subject to sale in a stock exchange, as provided for in article 171, 7, item a. 5. CONDITIONED SUBSCRIPTION AND NON-EXISTENCE OF A PERIOD TO WITHDRAW AN INVESTMENT 5.1. Conditioned Subscription. It will be cancelled one million, three hundred sixtyfour thousand, five hundred and eighty-eight (1,364,588) shares originally subscribed, 3

4 whose subscribers conditioned their investment decision, totally or partially, to the reaching of the maximum amount of the Capital Increase Reimbursement of values. Due to the cancellation of the subscriptions made by those who have conditioned their investment decision, the Company will reimburse to such subscribers the total amount of eight million, seven hundred and sixty thousand, six hundred and fifty-four reais and ninety-six cents (R$ 8,760,654.96), corresponding to R$ 6.42 (six reais and forty-two cents) per share Payment of surplus amounts to subscribers that have conditioned the decision to subscribe in the Capital Increase. The Company shall deposit, on December 14, 2018, the surplus amounts owed to subscribers that have chosen to condition the subscription of the Capital Increase, pursuant to item 5.2 above, in the bank accounts indicated in the subscription bulletin filed in by such subscribers Non-opening of a period for cancellation. Since it was possible to establish conditions for subscription of the Capital Increase, under the terms of the Notices to the Shareholders, no additional period shall be granted to withdraw the investment decision. 6. TOTAL AMOUNTS UNDER CAPITAL INCREASE 6.1. Total amount of subscribed shares. In the scope of the Capital Increase, considering the shares that have been cancelled due to the conditioned subscriptions mentioned in item 5 above, a total of 150,268,698 (one hundred and fifty million, two hundred and sixty-eight thousand, six hundred and ninety-eight) registered common shares with no par value were subscribed, in the total amount of nine hundred and sixtyfour million, seven hundred and twenty-five thousand, forty-one Reais and sixteen centavos (R$ 964,725,041.16), corresponding to ninety-one whole and seven hundredths percent (91.07%) of the shares available for subscription under the Capital Increase Total amount of subscription bonuses attributed. In the scope of the Capital Increase, considering the conditioned subscriptions mentioned in the item 5 above, a total of one hundred and fifty million, two hundred and sixty-eight thousand, six hundred and ninety-eight (150,268,698) subscription bonuses were attributed, in proportion of one (1) subscription bonus for each 1 (one) share ( Subscription Bonus ), observing that the Subscription Bonus fractions have been disregarded. 4

5 7. APPROVAL OF THE CAPITAL INCREASE 7.1. Approval of the Capital Increase. Considering the end of the Subscription Period of Remaining Shares under the Capital Increase and the reach of the Minimum Subscription, it will be called a meeting of the Board of Directors to approve the Capital Increase. 8. REGISTRATION OF SHARES 8.1. Registration of shares. The subscribed shares corresponding to the remaining shares subscribed during the Subscription Period of Remaining Shares shall be issued and registered in the name of the subscribers within three (3) business days after the Capital Increase is approved by the Board of Directors of the Company. 9. CUSTOMER SERVICES BRANCHES OF ITAÚ CORRETORA 9.1. Specialized Branches. The shareholders which shares are held at Itaú Corretora may exercise the rights mentioned herein in any of the specialized branches below: Specialized Agency São Paulo Rua Boa Vista, 176, 1º Subsolo, Centro Specialized Agency Rio de Janeiro Avenida Almirante Barroso, 52, 2º andar, Centro 10. ADDITIONAL INFORMATION Additional information. Further information on the remaining shares of the Capital Increase may be obtained at CVM ( B3 ( websites, or from the Investor Relations Department of the Company at ( by ri@minervafoods.com. Barretos, December 6, Eduardo Pirani Puzziello Investor Relations Officer 5