MINERVA S.A. Publicly-Held Company CNPJ No / NIRE CVM No

Transcription

1 MINERVA S.A. Publicly-Held Company CNPJ No / NIRE CVM No Minutes of the Board of Directors Meeting held on December 20 th, Data, Time and Place: Held on December 20 th, 2018, at 9:00 a.m., at the Company s office, 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 Presiding: Ibar Vilela de Queiroz - Chairman; Fernando Galletti de Queiroz - Secretary. 3. Call notice: The call notice was submitted to the members of the Board of Directors of the Company on December 5 th, 2018, in accordance with Article 18 of the Company s Bylaws. 4. Attendance: Were present all the members of the Board of Directors of the Company, being part of the members in person at the local of the meeting and other members through remote devices, as allowed by Article 18, Paragraph 1 of the Company s Bylaws. 5. Agenda: The members of the Company s Board of Directors met to deliberate on the following agenda: 5.1. validation of the Company s capital increase partially subscribed, as approved by the Company s Extraordinary General Meeting held on October 15, 2018; 5.2. the proposal to amend the article 5 of the Company s Bylaws, to be called and carried out in due course, to contemplate the new capital stock and the new number of shares issued; and 5.3. the authorization to the Company s Executive Officers to take all necessary measures and perform all acts necessary for the validation of the Company s capital increase. 6. Resolutions taken: Installed the meeting and 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: 1

2 6.1. To approve the validation of the capital increase as approved by the Company s Extraordinary General Meeting held on October 15, 2018, whose minutes were registered with the São Paulo Commercial Registry under No /18-1, in the session of October 25, 2018 ( ESM ). Said increase was partially subscribed, in the total amount of nine hundred and sixty-four million, seven hundred and twenty-five thousand, forty-one reais and sixteen cents (R$ 964,725,041.16), from the issue of 150,268,698 (one hundred and fifty million, two hundred and sixty-eight thousand, six hundred and ninety-eight) registered book-entry common shares, with no par value, with the attribution of one hundred and fifty million, two hundred and sixty-eight thousand, six hundred and ninetyeight (150,268,698) subscription bonus as an additional advantage to subscribers Recognize that the ESM approved a capital increase of up to one billion, fifty-nine million, three hundred thousand Reais (R$1,059,300,000.00), by private subscription of up to one hundred and sixty-nine million (165,000,000) new registered book-entry common, with no per value shares at the issue price of six Reais and forty-two cents (R$ 6,42) per share, established under article 170, 1, item III, of Law No. 6404, of December 15, 1976, as amended ( Corporation Law and Capital Increase ), as well as the issue of up to one hundred and sixty-five million (165,000,000) of subscription bonus be attributed as an additional advantage to the subscribers of the shares in the scope of the Capital Increase Recognize that, pursuant to the ESM, the Capital Increase should be validated even though partially subscribed, provided that at least eighty-two million, one hundred and forty-seven thousand eight hundred and eighty-seven (82,147,887) common shares were subscribed, corresponding to a minimum increase 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) ( Minimum Subscription ) Recognize that, during the period for the exercise of preemptive rights and the subscription of remaining shares, one hundred and fifty million, two hundred and sixty-eight thousand, six hundred and ninety-eight (150,268,698) registered book-entry common, with no per value shares were subscribed, in the total amount of nine hundred 2

3 and sixty-four million, seven hundred and twenty-five thousand, fortyone reais and sixteen cents (R$ 964,725,041.16), exceeding the Minimum Subscription Recognize that, during the period for the exercise of preemptive rights and the subscription of remaining shares, fourteen million, seven hundred and thirty-one thousand, three hundred and two (14,731,302) registered book-entry common, with no per value shares remained unsubscribed, in the total amount of ninety-four million, five hundred and seventy-four thousand, nine hundred and fifty-eight reais and eighty-four cents (R$ 94,574,958.84) Recognize that, the fourteen million, seven hundred and thirty-one thousand, three hundred and two (14,731,302) registered book-entry common shares, with no par value that were not subscribed, will not be issued and will be cancelled Recognize that, as the Minimun Subscription was reached, the Capital Increase can be readily approved, without the need for additional subscription rounds for the remaining shares or the auction provided for in Article 171, paragraph 7, item b, in fine Therefore, during the periods for the exercise of preemptive rights and for the subscription of remaining shares, one hundred and fifty million, two hundred and sixty-eight thousand, six hundred and ninety-eight (150,268,698) subscription bonus were attributed, on the proportion of one (1) subscription bonus for each one (1) shares ( Subscription Bonus ), observing that the Subscription Bonus fractions were disregarded Recognize that, the Subscription Bonus may be traded on B3 S.A. - Brasil, Bolsa, Balcão under the trading code BEEF 11 as of December 21 st, 2018, inclusive, and may be exercised, also from December 21 st, 2018, inclusive, according to specific procedures and deadlines that will be detailed in a notice to shareholders to be disclosed by the Company Recognize that the 150,268,698 (one hundred and fifty million, two hundred and sixty-eight thousand, six hundred and ninety-eight) new 3

4 registered, book-entry common shares with no par value will be issued and credited to the subscribers within three (3) business days from this date Recognize that the 150,268,698 (one hundred and fifty million, two hundred and sixty-eight thousand, six hundred and ninety-eight) new registered, book-entry common shares with no par value will be entitled to the full receipt of dividends and/or interest on own capital, as well as any other rights that have been or may be declared by the Company as of October 15, 2018, under equal conditions with other existing shares Recognize that, after the validation of the Capital Increase, the Company s capital stock will increase from the current one hundred and fifty million, four hundred and thirty-one thousand, eight hundred and twenty-three reais and thirty-seven cents (R$ 150,431,823.37), divided into two hundred and twenty-six million, four hundred and eighteen thousand, four hundred and fifty-nine (226,418,459) all registered book-entry common shares with no par value to one billion, one hundred and fifteen million, one hundred and fifty-six thousand, eight hundred and sixty-four reais and fifty-three cents (1,115,156,864.53), divided into three hundred and seventy-six million, six hundred and eighty-seven thousand, one hundred and fifty-seven (376,687,157) registered book-entry common shares with no par value To approve the proposal to amend the article 5 of the Company s Bylaws, to be deliberated on shareholders general meeting to be called and carried out in due course, to contemplate the new capital stock and the new number of shares issued, which, when approved, shall come into force with the following new wording: Article 5. The capital is one billion, one hundred and fifteen million, one hundred and fifty-six thousand, eight hundred and sixty-four reais and fifty-three cents (1,115,156,864.53), fully subscribed and paid-in, divided into three hundred and seventy-six million, six hundred and eighty-seven thousand, one hundred and fifty-seven (376,687,157) common shares, all registered, book-entry and with no par value To authorize the Company s Executive Officers to take all necessary measures and perform all acts necessary for the validation of the Capital 4

5 Increasenow homologated, including the registrations and registrations in the public and private bodies that are necessary for that purpose 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 read, approved and signed by all the members attending the meeting. Place and Date: São Paulo, December 20 th, Presiding: (sgd) Ibar Vilela de Queiroz, Chairman; Fernando Galletti de Queiroz, Secretary. Attending Board Members: (sgd) Ibar Vilela de Queiroz, Frederico Alcântara de Queiroz, Norberto Lanzara Giangrande Junior, Alexandre Lahoz Mendonça de Barros, Gabriel Jaramillo Sanint, Sergio Carvalho Mandim Fonseca, Matthew James Jansen, Salman Abdulrahman Binseaidan, Abdulaziz Saleh Al-Rebdi e José Luiz Rêgo Glaser. Declaration: This is a free English translation of the original minutes drawn up in the Company s Book of the Minutes of the Board of Directors Meeting nº 12, pages 83 through 88. São Paulo, December 20 th, Ibar Vilela de Queiroz Chairman Fernando Galletti de Queiroz Secretary 5