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Minutes of the Board of Directors‘ Meeting - SOP Changing and Conferment

Minutes of the Board of Directors‘ Meeting

1. Date, Time and Place: Held on June 25, 2018, at 5 PM, in 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, n.° 758, 8° andar, cj. 82, CEP 04542-000.

2. Presiding: Ibar Vilela de Queiroz, Chair; Fernando Galletti de Queiroz, Secretary.

3. Call Notice: Call was unnecessary given that all members of the Board of Directors of the Company were present, according to the sole paragraph of Article 15 of Articles of Incorporation of the Company.

4. Attendance: All members of the Board of Directors of the Company; part of the members was present at the place of the meeting and part was remotely present, as permitted according to Article 18, par. 1, of the Articles of Incorporation of the Company.

5. Agenda: The members of the Board of Directors met to examine, discuss and resolve in respect of the following agenda: (i) change to the maximum number of call options of the shares issued by the Company that may be granted within the ambit of the First Program of Call Option of Stock of Minerva S.A. ("First Program"), approved at the meeting of the Board of Directors of the Company held on March 5, 2018 ("RCA 05.03.18"); (ii) grant of call options of shares issued by the Company within the ambit of the First Program, in conformity with the definitions provided in the Second Call Option Plan of the Company approved at the Special Meeting of the Company held on April 12, 2017 ("Call Option Plan"); (iii) grant of call options of shares issued by the Company within the ambit of the Second Program of Call Option of Stock of the Company ("Second Program"), approved at the RCA 05.03.18, in conformity with the definitions provided in the Call Option Plan; and (iv) authorization for the Officers of the Company to perform all acts necessary to make the resolutions effective, including, but not limited to, the execution by the Company of the agreements on grant of call options related to the applicable shares.

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Phone : +55 (11) 3074-2444
E-mail: ri@minerva.com.br

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