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Minutes of the Board of Directors‘ Meeting - Resignation and election of the CFO and Ratification of votes cast in subsidiaries - 01/29/2018

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Published in 2018, January 29

Minutes of the Board of Directors‘ Meeting

1. Date, Time and Place: Held on January 29th, 2018, at 10 a.m, at the office of Minerva S.A. ("Company"), located in the city of São Paulo, State of São Paulo, at Rua Leopoldo Couto de Magalhães Júnior, 758, 8th floor, suite 82, Postal Code (CEP) 04542-000.

2. Presiding: Edivar Vilela de Queiroz, Chairman; Fernando Galletti de Queiroz, Secretary.

3. Call Notice: The call notice was waived in view of the presence of all the members of the Company‘s Board of Directors, pursuant to the sole paragraph of Article 15 of the Company‘s Bylaws.

4. Attendance: All members of the Company’s Board of Directors, being part of the members in person at the local of the meeting and other members participating in the meeting through remote devices, as allowed by Article 18, §1º of the Company’s Bylaws.

5. Agenda: The members of the Company’s Board of Directors convened to examine, discuss and resolve on the following agenda: 5.1. to acknowledge and register the resignation of the Chief Financial Officer; 5.2. the election of the Chief Financial Officer; 5.3. the ratification of the favorable vote casted by the Company at the 6thAmendment of the Bylaws of Minerva Comercializadora de Energia Ltda. ("Minerva Comercializadora"), a Company’s subsidiary, that resolved on the amendment and consolidation of its Bylaws; 5.4. the ratification of the favorable vote casted by the Company at the Extraordinary Shareholders’ Meeting of Pul Argentina S.A. ("Pul Argentina"), a Company’s subsidiary, that approved its capital increase.

6. Resolutions: Installed the meeting, after discussingthe mattersontheagenda,the members of the Company’s Board of Directors, by unanimity of votes andwithoutrestrictions, have resolved the following:

6.1. To acknowledge and register the resignation filed by Mr. Edison Ticle de Andrade Melo e Souza Filho, Brazilian, married, Business Administrator, resident and domiciled in the City of São Paulo, State of São Paulo, at Rua Marcos Lopes, apto. 51, nº 189, Bairro Vila Nova Conceição, CEP 04513-080, bearer of identity card RG No. 27.950.462-7 (SSP/SP), registered with the CPF/MF under No. 296.300.688-85, to the position of Chief Financial Officer, according to the resignation letter presented to the Company and filed at its headquarters.

6.1.1. The members of the Board of Directors determined the registration of their acknowledgments to the resigning Board Member for the services rendered to the Company.

6.2. In view of the resignation registered in the previous item, to approve the election of Mr. Fernando Galletti de Queiroz, Brazilian, married, Business Administrator, resident and domiciled in the City of Barretos, State of São Paulo, at Rua 14, No 867, Bairro Jardim de Alah, CEP 14780-690, bearer of Identity Card RG No. 25.569.055-1 (SSP/SP), registered with the CPF/MF under No. 071.418.418-73, to hold the position of Chief Financial Officer of the Company with term of office for the remainder of the term of management of Mr. Edison Ticle de Andrade Melo e Souza Filho to end on the date of the first meeting of the Company‘s Board of Directors after the annual general meeting that examines the Company‘s financial statements for the fiscal year ended December 31st, 2017.

6.2.1. Subject to the provisions of item 6.2.2 below, the director hereby elected shall take up the position of Chief Financial Officer of the Company and shall be vested with the powers necessary for the exercise of his duties within thirty (30) days as of the present date , by means of the signature of the respective term of investiture drawn up in the book of "Minutes of Board Meetings".

6.2.2. The investiture of the Company‘s Chief Financial Officer is hereby conditioned to the effective filing of the declaration of clearance mentioned in article 147, paragraph 4, of Law 6,404, dated December 15, 1976, and in article 2 of CVM Instruction No. 367/02

6.2.3. Indicate that Mr. Fernando Galletti de Queiroz will act as Chief Executive Officer and Chief Financial Officer of the Company, assuming the responsibilities and duties assigned to both positions in the Company‘s Bylaws and in the applicable legislation.

6.3. To ratify the favorable vote casted by the Company at the 6thAmendment of the Bylaws of Minerva Comercializadora that resolved on the amendment and consolidation of its Bylaws, in the sense of designating the specific position of Executive Director to Director Rafael Augusto de Thomaz and updating his residence address.

6.4. To ratify the favorable vote casted by the Company at the Extraordinary Shareholders’ Meeting of Pul Argentina that approved its capital increase.

7. Closure and Drawing up of the Minutes: There being no further business to discuss, the Chairman offered the floor to anyone who intended to speak, and as no one did, the meeting was adjourned for the time necessary to draw up these minutes, which were then read, approved and signed by all the members attending the meeting. Place and Date: São Paulo, January 29th, 2018. Presiding: (aa) Edivar Vilela de Queiroz, Chairman; Fernando Galletti de Queiroz, Secretary. Attending Board Members: (aa) Edivar Vilela de Queiroz, Antonio Vilela de Queiroz, Ibar Vilela de Queiroz, Alexandre Mendonça de Barros, Gabriel Jaramillo Sanint, José Luiz Rego Glaser, Abdulaziz Saleh Al-Rebdi, Salman Abdulrahaman Binseaidan, Abdullah Ali Aldubaikhi e Sergio Carvalho Mandim Fonseca.

Declaration: This is a free English translation of the original minutes drawn up in the Company’s Book of Minutes of the Board of Directors’ Meetings No. 11,pages 202 through 206.

To access the Minutes of The Board of Director‘s Meeting, click here.

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