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Minutes of the Board of Directors‘ Meeting - Perpetual Notes 2018

Minutes of the Board of Directors‘ Meeting

1. Date, Time and Place: Held at 8 a.m., on March 13, 2018, 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.° andar, cjto. 82, Postal Code (CEP) 04542-000.

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

3. Call Notice: The call notice was waived due to the presence of all members of the Company‘s Board of Directors, pursuant to Article 15, sole paragraph, of the Company’s Bylaws.

4. Attendance: All members of the Company’s Board of Directors, part in person at the local of the meeting and part participating in the meeting through remote devices, as allowed by the Article 18, §1°, of the Company’s Bylaws.

5. Agenda: The members of the Company’s Board of Directors met to examine, discuss and resolve on the following agenda: 5.1. 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 issuance by Minerva Luxembourg of up to USD 500 million 7.5% to 8% perpetual notes ("New Notes"), 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 ("Offering"); (b) the intermediated tender offer conducted by HSBC Securities (USA) Inc. representing Minerva Luxembourg, of 8.75% perpetual bonds previously offered by Minerva Luxembourg ("Tendered Notes" and "Tender Offer", respectively), and its main conditions, as well as the consent solicitation, by the Tendered Notes holders’ which accept the Tender Offer, to amend the Tendered Notes’ indenture to exclude most of the restrictive obligations undertaken by Minerva Luxembourg as well as several events of default ("Consent Solicitation"); and (c) the approval of the negotiation of the terms and conditions and/or the execution of all the necessary Offering’s, Tender Offer’s and Consent Solicitation’s documents, as the case may be, including but not limited to Preliminary Offering Memorandum, Offer to Purchase and Consent Solicitation Statement, Dealer Manager Agreement, Supplemental Indenture of the Tendered Notes and Exchange Settlement Agreement ("Transaction Documents"); (2) discuss and vote the concession of a corporate guarantee by the Company in the Offering; (3) authorize the Offering by Minerva Luxembourg; and (4) authorize the management of the Company to take all necessary measures and provide all necessary steps to implement the resolutions approved in connection with the Offering, the Tender Offer and the Consent Solicitation, including the execution of the Transaction Documents, as applicable, as well as to ratify all the action already taken in relation to it, as applicable.

6. Resolutions: The following matters were assessed and discussed, by unanimous vote and without any restrictions:

6.1. Approve that the Minerva Luxembourg board of directors members indicated by the Company shall, in the Minerva Luxembourg board of directors meeting on this date, vote favorably and without restrictions to approve: (a) the Offering; (b) the Tender Offer and the Consent Solicitation; and (c) the negotiation and/or execution, as the case may be, of the Transaction Documents.

6.2. Approve the concession, by the Company, of an unconditional and irrevocable corporate guarantee, to be granted pursuant to applicable regulation, in order to guarantee, fully and jointly, the obligations of Minerva Luxembourg in connection with the Offering.

6.3. Authorize the Offering of the Perpetual Notes by Minerva Luxembourg, under the terms and conditions to be defined by the current market conditions.

6.4. Authorize the management of the Company to, in good faith and pursuant to this Board of Directors’ Meeting, to take all necessary measures and make all necessary steps to implement the resolutions approved hereto, including the execution of the Transaction Documents, as well as to ratify all the action already taken in relation to it, as applicable.

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. Place and Date: São Paulo, March 13, 2018. Presiding: (aa) Edivar Vilela de Queiroz, Chairman; Fernando Galletti de Queiroz, Secretary. Attending Board Members: (aa) Edivar Vilela de Queiroz, Frederico Alcântara de Queiroz, Ibar Vilela de Queiroz, Alexandre Lahoz Mendonça de Barros, Gabriel Jaramillo Sanint, Sergio Carvalho Mandim Fonseca, Abdullah Ali Aldubaikhi, Salman Abdulrahman Binseaidan, Abdulaziz Saleh Al-Rebdi and José Luiz Rêgo Glaser.

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 239-242.

To access the Minutes of The Board of Director‘s Meeting, click here.


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