BrasilAgro - Companhia Brasileira de Propriedades Agrícolas
Publicly-held Company
Corporate Taxpayer’s ID (CNPJ): 07628528/0001-59
Corporate Registry: 35.300.326.237
Minutes of the Board of Directors Meeting
held on October 20, 2006
Date, Time and Venue: On October 20, 2006, at 10:00 a.m. at the
Company’s headquarters, located at Avenida Brigadeiro Faria Lima, 3,144, 5º
andar, conjunto 52, in the City and State of São Paulo.
Attendance: The following members of the Board of Directors attended the
meeting: Alejandro G. Elsztain, Elie Horn, José Carlos Reis de Magalhães,
Eduardo S. Elsztain, Saul Zang, Ricardo Frank Semler, Luiz Gonzaga Murat,
Ivoncy Brochmann Ioschpe and Mario Alves Barbosa Neto.
Presiding: Chairman: Alejandro Elsztain; Secretary: Ivo Alves da Cunha.
Agenda: To decide on:
(i)
The management report and the financial statements for the fiscal year
ended June 30, 2006;
(ii)
Total annual remuneration for management, relative to the fiscal year
begun July 1, 2006;
(iii)
The proposal for the amendment of article 2 of the Bylaws in order to
update the address of the Company’s headquarters;
(iv)
The proposal for the amendment of article 5 of the Bylaws in order
to reflect the Company’s new capital stock; and
(v)
The resignation of Mr. Ricardo Frank Semler from the Board of Directors.
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Resolutions: By unanimous vote, the members of the Board of Directors
decided to:
(i)
Approve, with no restrictions, the management report and the financial
statements for the fiscal year ended June 30, 2006, which should be
submitted to the Annual Shareholders’ Meeting to be held on October
30, 2006.
(ii)
Propose to the Annual Shareholders’ Meeting, that the total annual
remuneration for the Company’s managers, relative to the fiscal year
begun July 1, 2006, is limited to R$ 5,000,000.00 (five million Brazilian
reais)
(iii)
Propose to the Shareholders Meeting the amendment of article 2 of the
Bylaws to update the address of the Company’s headquarters, which
henceforth shall be worded as follows: “Article 2 – The Company has
headquarters in the city and state of São Paulo, at Avenida Brigadeiro
Faria Lima, nº. 1309, 5º andar, Zip Code 01452-002“.
(iv)
Propose to the Shareholders Meeting the amendment of article 5 of the
Bylaws in order to reflect the Company’s new capital stock with the
following wording: “The Company’s subscribed and paid-in capital
is R$584,224,000.00 (five hundred eighty-four million, two
hundred twenty-four reais), divided into 584,224 common shares
with no par value.”.
(v)
Maintain Mr. Ricardo Frank Semler as a member of the Board of
Directors, with which he was in agreement.
Closing: There being no further issues to address, the Chairman closed the
meeting, these minutes were drawn up, read, found to be in compliance and
signed by all the members of the Board in attendance.
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Members: Alejandro G. Eisztain, Elie Horn, José Carlos Reis de Magalhães,
Eduardo S. Elsztain, Saul Zang, Ricardo Frank Semler, Luiz Gonzaga Murat,
Ivoncy Brochmann Ioschpe and Mario Alves Barbosa Neto.
___________________
Saul Zang
Board Member
___________________
Ivo Alves da Cunha
Secretary
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