ARTERIS S.A.
Corporate Taxpayer’s ID (CNPJ/MF): 02.919.555/0001-67
Company Registry (NIRE): 35.300.322.746
Publicly Held Company
MINUTES OF THE BOARD OF DIRECTORS’ MEETING
HELD ON OCTOBER 14, 2015
1.
Date, Time and Venue: October 14, 2015, at 9:00 a.m., at the headquarters of Arteris S.A.
(“Company”), at Avenida Presidente Juscelino Kubitschek, nº 1455, 9º andar, Vila Nova Conceição,
in the city and state of São Paulo.
2.
Call Notice and Attendance: The members of the Board of Directors were dully called, as per
paragraph 1 of Article 10 of the Company’s Bylaws. Messrs. David Antonio Diaz Almazán, Sérgio
Silva de Freitas, Eduardo de Salles Bartolomeo, Marta Casas Caba, José Luis Gimenez Sevilla, Luiz
Ildefonso Simões Lopes, Marcos Pinto Almeida, Francisco Martinez Caro and Benjamim Michael
Vaughan attended the meeting. Mr. Francisco José Aljaro Navarro attended the meeting via
conference call and Mr. Francisco Miguel Reynes Massanet justified his absence, having been
represented by Ms. Marta Casas Caba.
3.
Presiding: Chairman: Luiz Ildefonso Simões Lopes
Secretary: Maria de Castro Michielin
4.
Agenda:
4.1 To present the Company’s business and share price trends, as well as investor relations information;
4.2 To approve the creation of a wholly-owned subsidiary of the Company and the payment of the capital
stock of said wholly-owned subsidiary through the transfer of shares issued by Concessionária de
Rodovias do Interior Paulista S.A. (“Intervias”) owned by the Company, and
4.3 To authorize the Company’s Executive Officers to practice all the acts necessary to comply with the
resolutions above.
5.
Resolution: The Board members unanimously resolved the following:
5.1 To monitor and discuss the Company’s business and share price trends, as well as investor relations
information through a presentation by the Company’s Board of Executive Officers;
5.2 To approve, pursuant to item “xiii” of Article 14 of the Bylaws, the creation of a wholly-owned
subsidiary of the Company, with the corporate name of Arteris Participações S.A., headquartered at
Avenida Presidente Juscelino Kubitschek, nº 1455, 9º andar, Vila Nova Conceição, CEP 04543-011,
in the city and state of São Paulo; (“Subsidiary”);
5.3 To approve, pursuant to item “xiv” of Article 14 of the Bylaws, the transfer by the Company to the
capital stock of the Subsidiary of two million, one hundred and thirty-two thousand, six hundred and
nineteen (2,132,619) no par, registered common shares issued by Intervias and owned by the
Company, corresponding to 49% of the capital stock of Intervias, as capital payment, which will be
appraised by DELOITTE TOUCHE TOHMATSU AUDITORES INDEPENDENTES;
5.4 To approve the draft of the public deed to create the Subsidiary, pursuant to Attachment I hereto;
5.5 To authorize the Company’s Executive Officers, pursuant to the Bylaws, to practice all the acts
necessary to the creation of the Subsidiary, as well as the payment of its capital stock by transferring
shares issued by Intervias owned by the Company; and
5.6 To approve the drawing up of these minutes in summary format, pursuant to Article 130, paragraph
1 of Law 6404/76.
Closure: There being no further matters to address, the Minutes were drawn up, read, approved and
signed by all members of the Board of Directors present: Presiding: Luiz Ildefonso Simões Lopes, Maria
de Castro Michielin; Board members: David Antonio Diaz Almazán, Sérgio Silva de Freitas, Eduardo
de Salles Bartolomeo, Marta Casas Caba, Francisco José Aljaro Navarro, José Luis Gimenez Sevilla, Luiz
Ildefonso Simões Lopes, Marcos Pinto Almeida, Francisco Martinez Caro e Benjamim Michael Vaughan
and Francisco Miguel Reynes Massanet.
São Paulo, October 14, 2015.
“This is a free English translation of the original minutes drawn up in records book no. 6, pages 87 to
89”
Maria de Castro Michielin
Secretary