MINERVA S.A.
Publicly Held Company – CVM no. 20931
Corporate Taxpayer’s ID (CNPJ): 67.620.377/0001-14
Company Registry (NIRE): 35300344022
Minutes of the Extraordinary Shareholders' Meeting
held on March 16, 2011
Date, Time and Venue: March 16, 2011, at 9:00 a.m., at the Company’s head offices,
located at prolongamento da Avenida Antonio Manço Bernardes, s/n°, Rotatória Família
Vilela de Queiroz, Chácara Minerva, CEP 14781-545, in the city of Barretos, state of São
Paulo.
Presiding: Edivar Vilela de Queiroz, Chairman; Fernando Galletti de Queiroz,
Secretary.
Attendance: Shareholders representing more than 75% (seventy-five percent) of the
Company’s capital stock, as per the signatures in the Shareholder Attendance Book.
Call Notice: The call notice was published in the state register Diário Oficial do Estado
de São Paulo and in the newspaper Diário de Barretos in the issues dated March 1, 2 and
3, 2011, in accordance with Article 124 of Brazilian Corporation Law. The documents
required by CVM Instruction 481/09 were also made available to the Company’s
shareholders and the market in general.
Reading of the Documents: The reading of the documents related to the agenda of
this Shareholders’ Meeting was waived, since the Company’s shareholders were aware of
their content.
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Minutes drawn up in summary form: Authorization was given for the drafting of
these minutes in summary form and their publication with the omission of signatures, as
provided for by paragraphs 1 and 2 of Article 130 of Brazilian Corporation Law.
Agenda:
To resolve on:
(i)
the election of a new independent member of the Company’s Board of
Directors to fill the vacant position;
(ii)
the amendment of Article 1 of the Company’s Bylaws to clarify that the
Company, its shareholders, management and members of the Fiscal Council,
when installed, are subject to the regulations of the BM&FBOVESPA’s Novo
Mercado trading segment , given that such compliance is mandatory.
(iii)
the amendment of Article 5 of the Company’s Bylaws to update the value of
the company’s capital stock, due to the exercise of the subscription warrants
by the Company’s shareholders;
(iv)
the amendment of Article 6 of the Bylaws to adjust the Company’s authorized
capital due to the exercise of subscription warrants by the shareholders, and
to permit a capital increase authorized by the Company of up to one hundred
million (100,000,000) shares; and
(v)
the amendment of Article 6, paragraph 2, and Article 9, item XVII, of the
Company’s Bylaws, to allow the Board of Directors, when mandated by a
Shareholders’ Meeting, to resolve on the issue of share-convertible debentures
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by the Company, up to the limit of authorized capital, pursuant to Executive
Order 517 of December 30, 2010.
Resolutions Taken:
Those shareholders present approved, by a majority vote:
(i)
to elect José Luiz Rêgo Glaser, Brazilian citizen, married, business
administrator, ID card no. 972.547-4 SSP/PR, inscribed in the individual roll
of taxpayers under number 856.066.268-53, resident and domiciled at
Alameda Casa Branca, nº 977, apartamento 161, Jardim Paulista, CEP 01.408001, in the city and state of São Paulo, as an independent member of the
Company’s Board of Directors.
(ii)
to withdrawal the proposal to amend article 2 of the Company’s Bylaws from
the agenda;
(iii)
to amend Article 5 of the Company’s Bylaws to reflect the new value of the
Company’s capital stock as a result of the capital increase and the exercise of
the subscription warrants by the Company’s shareholders. As a result of the
resolution taken above, the head paragraph of Article 5 of the Company’s
Bylaws now reads as follows:
“Article 5.
The Company’s capital stock is two hundred and fifty-one
million, six hundred and forty-five thousand, fifty-seven Reais and ten
centavos (R$ 251,645,057.10), divided into one hundred and five million,
seven hundred and ninety-three thousand, four hundred and eighteen
(105,794,018) non-par registered common shares.”
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(iv)
to amend Article 6 of the Bylaws to adjust the Company’s authorized capital
due to the exercise of subscription warrants by the shareholders, and to
permit a capital increase authorized by the Company of up to one hundred
million (100,000,000) shares. As a result of the resolution taken above, the
head paragraph of Article 6 of the Company’s Bylaws now reads as follows:
“Article 6.
"The Company is authorized to increase its capital stock,
independent of an amendment to its Bylaws, by a maximum of one
hundred million (100,000,000) registered book-entry common shares
with no par value."
(v)
to amendment Article 6, paragraph 2, and Article 19, item XVII, of the
Company’s Bylaws, to allow the Board of Directors, when mandated by a
Shareholders’ Meeting, to resolve on the issue of share-convertible debentures
by the Company, up to the limit of authorized capital, pursuant to Executive
Order 517 of December 30, 2010. As a result of the resolution taken above,
article 6, paragraph 2, and article 19, item XVII of the Company’s Bylaws now
reads as follows:
“Article 6, paragraph 2.
Within the limit of authorized capital, the
Board of Directors may resolve on the issue of warrants or share-convertible
debentures.”
“Article 19, item XVII.
to resolve on the issue of share-convertible
debentures, as well as the issue of simple debentures, not convertible into
shares and without any secured guarantee;”
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(vi)
In view of the amendments approved herein, the consolidated wording of the
Company's Bylaws was also approved, which will be filed at the Commercial
Registry of the State of São Paulo in a separate record.
Closure and Drafting of Minutes: There being no further business, the Chairman
offered the floor to the other participants, who declined, and the meeting was adjourned
while these minutes were drafted, which, after the meeting was reinstalled, were read,
approved and signed by all those present. Place and Date: Barretos, São Paulo, March
16, 2011. Presiding: (signed) Edivar Vilela de Queiroz, Chairman; Fernando Galletti de
Queiroz, Secretary. Shareholders: (sgd) VDQ Holdings S.A., P. Edivar Vilela de
Queiroz e Antonio Vilela de Queiroz, Edivar Vilela de Queiroz, Antonio Vilela de Queiroz,
Ibar Vilela de Queiroz, Fernando Galletti de Queiroz, Fator Sinergia III – Fundo de
Investimento em Ações – represented by Marco Ferreira Orlandi, Norges Bank, Stichting
Depositary APG Emerging Markets Equity Pool, Vanguard Total International Stock
Index FD, A SRS of VNGRD SDR FDS, Wellington Trust Company N.A., Raytheon
Company Master Trust, Wellington Management Portfolios (Cayman) Diversified
Inflation
Hedges
P
(For
Qualified
Investors),
Virginia
Retirement
System,
Commmonwealth of Pennsylvania Public School Employees Retirement System, The
Boston Company Inc. Pooled Emp. Fund/ Emerging Markets Small Cap Value Equity
Fund, Teacher Retirement System of Texas, College Retirement Equities Fund –
represented by Ricardo Pereira Giacon.
This is a free English translation of the original minutes drawn up in the Minutes Book of
the Company’s Shareholders’ Meetings.
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___________________________
Fernando Galletti de Queiroz
Secretary