Corporate Taxpayer’s ID (CNPJ/MF) 02.846.056/0001-97
Company Registry (NIRE) 35300158334
DATE, TIME AND VENUE: On September 30, 2013, at 11:00 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.
ATTENDANCE: All of the members of the Company’s Board of Directors were present.
PRESIDING BOARD: Eduardo Borges de Andrade presided over the meeting and Marcus Rodrigo de Senna acted as secretary.
AGENDA: To resolve on: (i) the Company’s tendering of a personal guarantee, in the form of an aval, in eight (8) promissory notes in the amount of one hundred and fifty-two million Brazilian reais (R$152,000,000.00), which make up the first series of the public offering of promissory notes with restricted placement efforts, pursuant to the Brazilian Securities and Exchange Commission (“CVM”) Instruction no. 134, of November 1, 1990, as amended, to CVM Instruction no. 155, of August 7, 1991, as amended, and pursuant to the procedures provided for in CVM Instruction no. 476, of January 16, 2009, as amended (“Offering”), to be carried out by Barcas S.A. – Transportes Marítimos (“Barcas”), of up to ten (10) promissory notes, in up to three (3) series, with the unit face value of nineteen million Brazilian reais (R$19,000,000.00), for a total amount of up to one hundred and ninety million Brazilian reais (R$190,000,000.00) (“Promissory Notes”), which therefore represents eighty percent (80%) of the principal and accessory financial obligations to be assumed by Barcas under the Offer; and (ii) authorizing the Executive Board and other representatives of the Company to execute all documents and perform all acts necessary to tender the guarantee described above.
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 authorize the Company’s tendering of a personal guarantee, in the form of an aval, in eight (8) promissory notes in the amount of one hundred and fifty-two million Brazilian reais (R$152,000,000.00), which make up the first series of the public offering of promissory notes with restricted placement efforts, which therefore represents eighty percent (80%) of the principal and accessory financial obligations to be assumed by Barcas under the Offer. The Promissory Notes shall have the following characteristics: (a) a maturity of one hundred and eighty (180) days from the date of issue; and (b) interest at maturity equivalent to one hundred and ten percent (110%) 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 S.A. – Mercados Organizados, in their Daily Bulletin, available on their website (http://www.cetip.com.br). The other characteristics of the Promissory Notes, which were made known to the members of the Company’s Board of Directors, were resolved and approved at the Barcas Board of Directors’ Meeting held on this date;
(ii) to authorize the Company to execute, through its executive officers and/or representatives, all of the necessary documents and instruments relative to the provision of this guarantee; and
(iii) to authorize the Executive Board and other representatives of the Company to perform any and all acts necessary for the execution of these resolutions, including the acts needed to register and publish these minutes and register them in the respective corporate records.
CLOSURE: 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, September 30, 2013. Mr. Eduardo Borges de Andrade, Chairman of the Meeting, and Mr. Marcus Rodrigo de Senna, 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 on pages 25-27.
Mr. Marcus Rodrigo de Senna