Corporate Taxpayer’s ID (CNPJ/MF) 02.846.056/0001-97
Company Registry (NIRE) 35300158334
1. DATE, TIME AND VENUE: On October 2, 2013, at 9:00 a.m., at the headquarters of CCR S.A. (“Company”), located in the City and State of São Paulo, at Avenida Chedid Jafet, nº 222, Bloco B, 5º andar.
2. ATTENDANCE: All of the members of the Company‘s Board of Directors were present, and the formalities of a call notice were thereby waived.
3. PRESIDING BOARD: Mr. Eduardo Borges de Andrade presided over the meeting and Mr. Marcus Rodrigo de Senna acted as secretary.
4. AGENDA: To resolve on: (i) the Company’s tendering of corporate guarantee for all of the obligations to be assumed by its subsidiary SAMM – Sociedade de Atividades em Multimídia Ltda. (“SAMM”) under the third issue, by SAMM, of thirty-two (32) promissory notes, with a unit face value of two million, five hundred thousand Brazilian reais (R$2,500,000.00), for a total amount of up to eighty million reais (R$80,000,000.00) (“Promissory Notes”), under the terms of Brazilian Securities and Exchange Commission (“CVM”) Instruction no. 134, of November 1, 1990, as amended (“CVM Instruction 134”), of CVM Instruction no. 155, of August 7, 1991, as amended, and in accordance with the procedures set forth in CVM Instruction no. 476, of January 16, 2009, as amended (“CVM Instruction 476” and “Restricted Offer”, respectively) under the terms of the resolution of SAMM’s Meeting of Partners held on October 2, 2013; and (ii) authorization to the Company’s executive officers to adopt all of the measures necessary to provide the guarantee.
5. RESOLUTIONS: The Board members, by unanimous vote and without any restrictions, resolved the following, in accordance with clauses (xv) and (xvi) of Article 14 of the Company’s Bylaws:
(i) To approve the Company’s provision of a corporate guarantee to ensure compliance with all of SAMM’s obligations, assumed under the Promissory Notes, which shall have the following characteristics:
a. Issue Number. The Promissory Notes will represent the third issue of SAMM promissory notes, for public distribution with restricted placement efforts, under a firm guarantee for placement of all of the Promissory Notes.
b. Total Value of the Restricted Offer. The total value of the Restricted Offer will be up to eighty million reais (R$80,000,000.00), on the Issue Date (as defined below).
c. Series. The Promissory Notes will be issued in a single series.
d. Quantity. A total of thirty-two (32) Promissory Notes will be issued.
e. Unit Face Value. Each Promissory Note will have a unit face value of two million, five hundred thousand reais (R$2,500,000.00) on the respective issue date (“Unit Face Value”).
f. Guarantee/Aval. The Promissory Notes will be guaranteed by the Company, as approved at this meeting. The Promissory Notes will not have other guarantees.
g. Form. The Promissory Notes will be issued in physical, certificate form, and will be deposited with the financial institution authorized to provide the services of an agent bank (“Agent Bank”), to be hired by SAMM for this purpose, as established by the “Manual of Regulations for Debentures, Promissory Notes and Obligations” of CETIP S.A. – Mercados Organizados (“CETIP”). The Promissory Notes shall be negotiated via full endorsement through mere transfer of ownership. Without prejudice to the guarantee to be constituted under the terms contained in the previous section, the endorsement must include the clause “unsecured”, as required by law.
h. Proof of Ownership of the Promissory Notes: For all legal purposes, the ownership of the Promissory Notes shall be proven through the physically issued certificates. In addition, proof of ownership may be established through the statements issued by CETIP on behalf of the respective owners of the Promissory Notes being held electronically in the CETIP21 Module – Titles and Securities (“CETIP21”), managed and operated by CETIP.
i. Issue Date. The issue date of the Promissory Notes shall correspond to their actual subscription and payment date (“Issue Date”).
j. Term and Maturity Date. The Promissory Notes shall have a maturity period of one hundred and eighty (180) days from the respective Issue Date (“Maturity Date”).
k. Form of Subscription. The Promissory Notes shall be registered for distribution on the primary market and subscribed, at their Unit Face Value, in accordance with the procedures of the Asset Distribution Module (MDA), managed and operated by CETIP, with financial settlement made through CETIP.
l. Payment Form and Price. The Promissory Notes shall be paid in cash on the respective Issue Date, in the local currency, at the Unit Face Value, in accordance with CETIP’s rules and procedures.
m. Placement and Distribution Plan. The Promissory Notes will be subject to public distribution with restricted placement efforts, pursuant to CVM Instruction 476, under firm guarantee of the placement of all of the Promissory Notes, provided by Alfa Corretora de Câmbio e Valores Mobiliários S.A. (“Lead Manager”), the lead intermediary financial institution, with the target audience composed of qualified investors, as defined under the terms of Article 109 of CVM Instruction 409, of August 18, 2004, as amended, and Article 4 of CVM Instruction 476 (“Qualified Investors”).
n. Trading. The Promissory Notes shall be listed for trading on the secondary market through CETIP21, with financial settlement though CETIP for the Promissory Notes held in electronic custody by CETIP. The Promissory Notes may only be traded on regulated securities markets between Qualified Investors, after a period of ninety (90) days from their respective subscription date or acquisition by the investor, under the terms of Articles 13 and 15 of CVM Instruction 476 and compliance by SAMM with Article 17 of CVM Instruction 476.
o. Payment of Unit Face Value. The Unit Face Value of each of the Promissory Notes shall be paid in full on the Maturity Date or the date of any Early Redemption of the Promissory Notes (as defined below) or any early maturity date, under the terms and conditions to be provided in the certificates of the Promissory Notes, whichever comes first, plus Remuneration (as defined below) calculated on a pro rata basis from the Issue Date until the date of actual payment.
p. Payment Location. The Promissory Note payments will be made in accordance with: (i) the procedures adopted by CETIP, if the Promissory Notes are being held in electronic custody by CETIP; or (ii) in accordance with the procedures of the Agent Bank; or (iii) at the SAMM headquarters, directly to their owners, if the Promissory Notes are not being held in electronic custody by CETIP.
q. Remuneration. The Unit Face Value of the Promissory Notes will not be updated. The Unit Face Value of each of the Promissory Notes shall bear interest at one hundred and six percent (106%) of the accumulated average daily “over extra group” Interbank Deposit (ID) rates, with a base of two hundred and fifty-two (252) working days, calculated and published by CETIP in their daily bulletin, available on their website (www.cetip.com.br) (“Remuneration”). The Remuneration shall be calculated exponentially and cumulatively, on a pro rata basis, for working days lapsed, on the Unit Face Value of each Promissory Notes, from its Issue Date (inclusive) to the date of the effective payment of the respective Promissory Note (exclusive), in accordance with the criteria defined in the “Caderno de Fórmulas de Notas e Obrigações – CETIP21” (CETIP21 Notes and Obligations Formula Book), available on the CETIP website (www.cetip.com.br) and reproduced in the Promissory Note certificates.
r. Payment of Remuneration. The Remuneration will be paid in a single installment on the Maturity Date, or, if applicable, on the date of the early maturity of the Promissory Notes.
s. Early Redemption. SAMM may, in accordance with CVM Instruction 134, particularly Article 7, paragraph 2, and subject to the provisions of the Promissory Note certificates, carry out the early redemption of the Promissory Notes (“Early Redemption”), in whole or in part, at any time, according to the terms and conditions to be established by the respective certificates, through the payment of the Unit Face Value of the Promissory Notes that are the object of the Early Redemption, plus Remuneration, calculated pro rata from the Issue Date until the Early Redemption date, without any premiums or penalties. For this, the Promissory Note certificates shall have an express anticipated term agreement for Early Redemption signed by the subscribers on the primary market or buyers on the secondary market that is irrevocable, thereby allowing SAMM to unilaterally carry out the Early Redemption. The Early Redemption must be carried out through notification to the holders of the Promissory Notes and to CETIP, at least five (5) working days in advance, with such notice informing the date, location and procedure for the redemption and the amount being redeemed, which shall be in accordance with CETIP‘s rules.
t. Use of the Funds. The funds raise by SAMM through the issue of the Promissory Notes shall be used to pay the amounts due from its second issue of promissory notes, as well as for investments and working capital.
u. Early Maturity. The Promissory Notes shall have their early maturity declared in the cases provided for by the Promissory Note certificates.
v. Renegotiation. There will be no renegotiation of the Promissory Notes.
w. Extension of the Terms. The terms will be extended for the payment of any obligation under the Promissory Notes until the first (1st) subsequent working day if the deadline falls on a Saturday, Sunday or any other day during which commercial banks are not open in the City and State of São Paulo, without any increase in the amount to be paid, except for the cases involving payments to be made through CETIP, where there will only be an extension when the payment date coincides with national holidays, Saturdays or Sundays; and
(ii) To authorize the Company’s Executive Board to carry out all actions necessary to effect the resolutions contained herein, including the negotiation and execution of all contractual resolutions and their possible amendments relative to the provision of the guarantee cited above.
6. CLOSURE, DRAWING UP AND READING OF THE MINUTES: There being no further business to discuss, the minutes were drawn up, approved and signed by all members of the Board of Directors. São Paulo, October 2, 2013. Eduardo Borges de Andrade, Chairman of the Meeting, and Marcus Rodrigo de Senna, Secretary. Members of the Board of Directors: (1) EDUARDO BORGES DE ANDRADE; (2) FRANCISCO CAPRINO NETO; (3) ANA MARIA MARCONDES PENIDO SANT’ANNA; (4) LUIZ CARLOS VIEIRA DA SILVA; (5) FERNANDO AUGUSTO CAMARGO DE ARRUDA BOTELHO; (6) HENRIQUE SUTTON DE SOUSA NEVES; (7) LUIZ ALBERTO COLONNA ROSMAN; (8) LUIZ ANÍBAL DE LIMA FERNANDES; (9) LUIZ ROBERTO ORTIZ NASCIMENTO; (10) PAULO ROBERTO RECKZIEGEL GUEDES; (11) RICARDO COUTINHO DE SENA.
This is a free English translation of the original minutes drawn up in the Company’s records on pages 28 to 35.
Marcus Rodrigo de Senna