MINUTES OF THE BOARD OF DIRECTORS’ MEETING
HELD ON JANUARY 21, 2014
1. DATE, TIME AND VENUE: January 21, 2014, at 9:30 a.m., at the headquarters of CCR S.A. (“Company”), at Avenida Chedid Jafet, nº 222, Bloco B, 5º andar, CEP 04551-065, in the city and state of São Paulo.
2. CALL NOTICE AND ATTENDANCE: Pursuant to Paragraph 2, Article 13 of the Company’s Bylaws, the call notice was waived since all members of the Board of Directors attended the meeting.
3. PRESIDING BOARD: Mr. Eduardo Borges de Andrade presided over the meeting and Mr. Marcus Rodrigo de Senna acted as secretary.
4. AGENDA: (a) To resolve on the Company’s rendering of personal surety in order to ensure compliance with the obligations to be assumed by its subsidiary, Companhia de Participações em Concessões (“CPC”), within the scope of the second (2nd) issue of unsecured debentures not convertible into CPC shares, with additional personal guarantee, in the total amount of five hundred, sixty million reais (R$560,000,000.00) (“Debentures”), which shall be purpose of a tender offer with restricted placement efforts (“Offer”), pursuant to the Brazilian Securities and Exchange Commission Rule 476 of January 16, 2009, as amended and currently in force (“CVM Rule 476”), whose issue was approved at the Extraordinary Shareholders’ Meeting of CPC held on this date; and (b) to authorize the Company’s officers, as well as the attorneys-in-fact empowered by the Company, to sign the documents necessary to render the abovementioned surety.
5. RESOLUTIONS: The Board members by unanimous vote and without restrictions or abstentions, pursuant to items (xv) and (xvi), Article 14 of the Company’s Bylaws:
(i) the Company’s rendering of surety to fully ensure compliance with all the obligations assumed by CPC within the scope of Debentures, under the terms and conditions to be set forth in the Debentures Indenture (“Indenture”), provided that Debentures will have the following characteristics:
a) Number of Issue: Debentures will represent the second (2nd) issue of the Company debentures.
b) Total Issue Amount: Total issue amount will be five hundred, sixty million Reais (R$560,000,000.00) on the Date of Issue (as defined hereinbelow).
c) Date of Issue: For all purposes and effects, the date of issue of Debentures will be defined in the related Indenture (“Date of Issue”).
d) Maturity Date: The final maturity of Debentures will occur after twelve (12) months as of the Date of Issue (“Maturity Date”), except for the assumptions of early maturity and total early redemption to be set forth in the Indenture.
e) Amount of Debentures: Fifty-six thousand (56,000) Debentures will be issued, of which thirty-four thousand and five hundred 34,500 are first series debentures (“First Series Debentures”) and twenty-one thousand and five hundred (21,500) are second series debentures (“Second Series Debentures”).
f) Unit Face Value: Debentures will have the unit face value of ten thousand Reais (R$10,000.00) (“Unit Face Value”). The Unit Face Value will not be monetarily restated.
g) Series: The Issue will occur in two (2) series.
h) Form and Issue of Certificates: Debentures will be issued in the registered and book-entry form, without issuing share certificates.
i) Type: Debentures will be unsecured, with additional personal guarantee and not convertible into the Company shares.
j) Subscription and Payment Term: (a) The First Series Debentures will be subscribed until March 25, 2014 (“Payment Date of First Series Debentures”); and (b) Second Series Debentures will be subscribed until March 25, 2014 (“Payment Date of Second Series Debentures”).
k) Compensatory Interest: (a) The First Series Debentures will be eligible to the payment of compensatory interest based on the accumulated variation of one hundred and six percent (106%) of daily average rates of DI – one-day interbank deposit rate, over extra group, expressed as annual percentage, basis of two hundred and fifty-two (252) business days, calculated and daily published by CETIP (OTC Clearing House), on its daily bulletin, available at the Internet (www.cetip.com.br) (“DI Rate”) exponentially and cumulatively, pro rata temporis per business days elapsed, incurred on the Unit Face Value, from the Payment Date of First Series Debentures until the Maturity Date (“First Series Compensatory Interest”); and (b) Second Series Debentures will be eligible to the payment of compensatory interest based on the accumulated variation of one hundred and six percent (106%) of DI Rate, exponentially and cumulatively, pro rata temporis per business days elapsed, incurred on the Unit Face Value, from the Payment Date of Second Series Debentures until the Maturity Date (“Second Series Compensatory Interest” and, jointly with First Series Compensatory Interest, the “Compensatory Interest”).
l) Subscription Price: Debentures will be subscribed by their Unit Face Value.
m) Payment Conditions: Debentures of each series will be paid in cash, on a single date, where applicable, in domestic currency upon subscription, according to the procedures adopted by CETIP.
n) Renegotiation: There is no renegotiation of Debentures.
o) Optional Anticipated Acquisition: The Company may, at any time, buy outstanding Debentures, pursuant to Paragraph 3, Article 55 of the Brazilian Corporation Law. The Debentures acquired by the Company may be cancelled, held at the Company’s treasury, or be placed again on the market, in observance to the restrictions defined by CVM Rule 476. The Debentures acquired by the Company to be held in treasury, if and when placed again on the market, will be entitled to the compensatory interest of other outstanding Debentures.
p) Total Early Redemption: Debentures may, at any time, be fully redeemed, at the Company’s sole discretion, observing the procedures, terms and conditions to be set forth in the Indenture. The redemption amount owed by the Company will correspond to the balance of Unit Face Value to be redeemed, plus (i) related Compensatory Interest and other (ii) due and unpaid charges until the date of early redemption. No prize will occur in the early redemption.
q) Extraordinary Amortization: The Company at any time may partially and extraordinarily pay for the Unit Face Value (“Extraordinary Amortization”), which shall occur according to the procedures to be defined in the Indenture and shall proportionally include all the outstanding Debentures.
r) Early Maturity: The Debentures will be declared automatically overdue should the events to be set forth in the Indenture occur.
s) Allocation of Resources: The net proceeds raised in the Issue will be earmarked for: (i) the payment of share capital of future special purpose entities to be created to explore the concession of the Tancredo Neves International Airport, located in the cities of Confins and Lagoa Santa, state of Minas Gerais, as per auction notice nº 01/2013 of the Brazilian Civil Aviation Authority – ANAC and concession of the highway BR-163/MS, as per auction notice nº 05/2013 of the Brazilian Agency of Land Transportation – ANTT; (ii) recovery of the Company’s cash; and (iii) refinancing of promissory notes, purpose of the Company’s first issue.
t) Placement and Trading: Debentures will be purpose of a tender offer, with restricted placement efforts, pursuant to CVM Rule 476, under the firm placement commitment of all Debentures to be provided by Issue agent financial institution (“Lead Manager”) composing the securities distribution system. Debentures will be recorded to be tendered in the primary market and traded in the secondary market in the modules and systems managed and operated by CETIP.
(ii) to authorize the Company’s board of executive officers, as well as attorneys-in-fact duly empowered by the Company, to practice all the acts necessary to put into effect the resolutions declared herein, and may also, enter into the Indenture and any other instrument related to Debentures and/or surety to be rendered by the Company under the terms approved herein.
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, January 21, 2014. Mr. Eduardo Borges de Andrade, Chairman of the Meeting and Mr. Marcus Rodrigo de Senna, as secretary. Board members: (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, pages 125 to 130.
Mr. Marcus Rodrigo de Senna