MRV ENGENHARIA E PARTICIPAÇÕES S.A.
GENERAL TAXPAYERS´ REGISTER CNPJ/MF No 08.343.492/0001-20
NIRE 31.300.023.907
Public Company
MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS
HELD ON MARCH 16, 2015
The Meeting of the Board of Directors of MRV ENGENHARIA E PARTICIPAÇÕES S.A., opened upon
attendance of its members, regardless of convening, having Mr. Rubens Menin Teixeira de Souza as
Chairman and Mrs. Maria Fernanda N. Menin Teixeira de Souza Maia as secretary. It was held at 10:00
AM of March 16, 2015, at the Company’s head office, at Avenida Professor Mario Werneck, 621, 1st floor,
Estoril, in Belo Horizonte, State of Minas Gerais, 30455-610. In compliance with the Agenda, the following
was deliberated and approved by unanimous vote, not counting the votes from the Directors RUBENS
MENIN TEIXEIRA DE SOUZA, MARCOS ALBERTO CABALEIRO FERNANDEZ and RAFAEL
NAZARETH MENIN TEIXEIRA DE SOUZA, that abstained from voting on items (c) and (d): (a) to
approve and authorize for 365 days as of June 03, 2015 or as of the closing balance of the current
Buyback program of 1,685,500 shares, approved at the meeting of the Board of Directors held on June
02, 2014, whichever comes first, the new Company’s Share Buyback Program (“Buyback”), according to
article 7 of the Company’s Bylaws, CVM Instruction 10 of 1980 ("ICVM 10") and CVM Instruction 390 of
2003 ("ICVM 390"), that are common, all registered, book-entry shares without par value ("Shares"), to
be held in treasury and later cancellation, sale or transfer to beneficiaries of the Company's Stock Option
Plans, (b) to establish that: (b.1) 12,000,000 (twelve million) is the maximum amount of Shares, of the
approved operations, out of a total of 291,104,185 (two hundred ninety one million, one hundred four
thousand and one hundred eighty five) outstanding shares, as established by article 5 of ICVM 10; (b.2)
the operations will be carried out on the stock exchange at market prices and will be brokered by
SANTANDER CCVM S/A with headquarters at Avenida Presidente Juscelino Kubitschek, 2.041, 2.235
part – 24th floor – São Paulo/SP; CREDIT SUISSE BRASIL S.A. CTVM with headquarters at Avenida
Brigadeiro Faria Lima, 3.064 13th floor - São Paulo/SP; BRADESCO S.A. CTVM with headquarters at
Avenida Paulista, 1.450 7th floor - São Paulo/SP; BTG PACTUAL CTVM S.A. with headquarters at
Avenida Brigadeiro Faria Lima, 3.729 10th floor - part - São Paulo/SP; ITAÚ CV S/A with head office at
Avenida Brigadeiro Faria Lima, 3.400 10th floor - São Paulo/SP; FLOW CCTVM, with headquarters at
Rua Joaquim Floriano, 100 conjunto 121 - São Paulo/SP; H.H. PICCHIONI S.A. CCVM with headquarters
at Avenida Bernardo Monteiro, 1.539 – Belo Horizonte/MG; or VOTORANTIM CORRETORA DE
TÍTULOS E VALORES MOBILIÁRIOS, with headquarters at Av. das Nações Unidas, 14171, Tower A –
14 floor – Vila Gertrudes – São Paulo/SP, CEP: 04794-000; and without any reduction in the social capital,
using the funds available in the profit or capital reserves ("Available Reserves"), and are aimed to
maximize value generation for shareholders; (b.3) the sum of the total price of the Shares acquired,
resulted from the number of Shares multiplied by respective prices will not exceed the Available Reserves;
(b.4.) there is no other material fact pending disclosure on this date; and (b.5.) all the other requirements
of ICVM 10 and ICVM 390 apply; (c) to approve, according to article 21, paragraphs g, h and j, of the
Company’s Bylaws, the acquisition of 106,440,597 (one hundred six million, four hundred and forty
thousand and five hundred and ninety seven) quotas, which represent 100% (one hundred percent) of the
social capital of MRV LOG SP I INCORPORAÇÕES SPE LTDA., company society, registered with general
taxpayers CNPJ/MF No 13.844.681/0001-16, with head office at Avenida Raimundo Pereira de
Magalhães, 2500, Jardim Iris, in São Paulo, State of São Paulo, 05.145-000, amounting to not more than
R$ 110,000,000.00 (one hundred and ten million reais) from the sellers LOG COMMERCIAL
PROPERTIES E PARTICIPAÇÕES S.A., that holds 106,440,596 (one hundred six million, four hundred
and forty thousand and five hundred and ninety six) quotas, and LDI LOG DESENVOLVIMENTO
IMOBILIÁRIO LTDA., that holds 1 (one) quota; (d) to approve, according to article 21, paragraphs g and
j, of the Company’s Bylaws, the lease of the commercial property that will serve as the Company’s head
office, situated at Av. Professor Mário Werneck, 621, 1st floor, Estoril, 30455-610, in Belo Horizonte, State
of Minas Gerais, amounting to not more than R$ 5,244,000.00 (five million, two hundred and forty four
thousand reais) per year from the leasers CONEDI PARTICIPAÇÕES LTDA. and MA CABALEIRO
PARTICIPAÇÕES LTDA.; (e) to authorize the Executive Board to take all the necessary measures to
carry out the above decisions, including signing of documents. There being no further matter to transact
these minutes were subsequently read, approved and signed by all in attendance. Belo Horizonte, March
16, 2015. Rubens Menin Teixeira de Souza, Chairman; Maria Fernanda N. Menin Teixeira de Souza
Maia, Secretary. Rubens Menin Teixeira de Souza; Marcos Alberto Cabaleiro Fernandez; Levi
Henrique; Fernando Henrique da Fonseca; Marco Aurélio de Vasconcelos Cançado; João Batista
de Abreu; Rafael Nazareth Menin Teixeira de Souza.
This is true to the original:
Maria Fernanda N. Menin Teixeira de Souza Maia
Secretary