ALPARGATAS S.A.
Corporate Taxpayers’ ID. (CNPJ.MF): 61.079.117/0001-05
Company Registry (NIRE): 35 3000 25 270
Publicly Held Company
Excerpt from the Minutes of the Board of Directors' Meeting held on February
20, 2015 at 6:00 p.m.
The minutes of the meeting held on February 20, 2015, at 6:00 p.m., at the
Company's headquarters, at Av. Dr. Cardoso de Melo, 1336, 14º andar, Vila
Olímpia, in the city and state of São Paulo, with the presence of the following
members: Márcio Garcia de Souza, Claudio Borin Guedes Palaia, Fernando Augusto
Camargo de Arruda Botelho, João Vinicius Prianti, Silvio Tini de Araújo and João
José Oliveira de Araújo, include the following excerpt:
This meeting was called on an extraordinary basis by the Chairman of the Board of
Directors, Mr. Márcio Garcia de Souza, to continue the resolutions taken by the
Board of Directors at the meeting of October 30, 2014, taking into consideration (i)
the end of the Tender of Offer (“Tender Offer”) so that Grupo Tavex S.A.
(“Tavex”) could go private, completed on February 5, 2015, and (ii) the
recommendation of the Board of Executive Officers of Alpargatas S.A., on
December 8, 2014, that Alpargatas S.A. divest its interest in Tavex after Tavex’s
tender offer is completed, pursuant to the presentation made on this date by the
Board of Executive Officers. Said presentation is filed at the Company’s
headquarters.
Firstly, Board members Márcio Garcia de Souza, Claudio Borin Guedes Palaia and
Fernando Augusto Camargo de Arruda Botelho informed the other Board members
that they would not participate in the resolution and declared themselves to be
impeded from voting and therefore abstained from voting on said proposal due to
their relationships with the controlling shareholder and pursuant to the resolution of
the Extraordinary Board of Directors Meeting of October 30, 2014.
Having said that, Board members Silvio Tini de Araújo, João José de Oliveira de
Araújo and João Vinicius Prianti resolved to sell to Camargo Corrêa S.A.
(“CCSA”), Alpargatas S.A.’s interest, through its wholly owned subsidiary
Alpargatas International ApS, in AYUSPE Empreendimentos e Participações S.A.
(“AYUSPE”), for R$15,572,180.00 restated by the CDI from October 31, 2014 to
the actual payment date (“Price”), thereby carrying out the full divestment of
Alpargatas S.A.’s indirect interest in Tavex. The members of the Board of Directors
mentioned above also authorized the payment of the Price to be effected by CCSA
by August 20, 2015.
The Board of Executive Officers of Alpargatas S.A. and Alpargatas International
ApS involved in this issue are hereby authorized to take any and all necessary
measures to implement this resolution.
This is a free English translation of the original minutes drawn up in the Company’s
records.
São Paulo, February 20, 2015
Márcio Garcia de Souza
Chairman of the Board of Directors