Corporate Taxpayer’s ID (CNPJ): 02.846.056/0001-97
Company Registry (NIRE): 35.300.158.334
MINUTES OF THE BOARD OF DIRECTORS´ MEETING
HELD ON MARCH 31, 2014
1. DATE, TIME AND VENUE: March 31, 2014, at 11:00 a.m., at the headquarters of CCR S.A. (“Company”), located at Avenida Chedid Jafet, 222, Bloco B, 5º andar, in the city and state of São Paulo.
2. ATTENDANCE: All the members of the Company‘s Board of Directors were present.
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 tendering of personal guarantee by the Company, as non-firm guarantee with other guarantors, related to eighty percent (80%) of the liabilities to be assumed by Barcas S.A. – Transportes Marítimos (“Barcas”) in view of the issue, in a single series, of twenty (20) promissory notes, at the nominal unit value of thirteen million, seven hundred and fifty thousand reais (R$13,750,000.00) (“Promissory Notes”), totaling two hundred and seventy-five million reais (R$275,000,000.00), to be offered in a third public offering with restricted placement efforts, pursuant to Instruction 134 issued by the Securities and Exchange Commission of Brazil (“CVM”), of November 1, 1990, as amended, CVM Instruction 155, of August 7, 1991, as amended, and the procedures set forth in CVM Instruction 476, of January 16, 2009, as amended (“Offering”) e (ii) authorization to the Executive Board and other representatives of the Company to sign all documents and practice all acts necessary for the granting of the guarantee provided for above.
5. RESOLUTIONS: The Board members resolved unanimously and without restrictions, pursuant to items (xv) and (xvi) of article 14 of the Company’s Bylaws:
(i) To authorize the tendering of personal guarantee by the Company, as non-firm guarantee with other guarantors, related to eighty percent (80%) of the liabilities to be assumed by Barcas, in view of the issue and offering of twenty (20) Promissory Notes, worth thirteen million, seven hundred and fifty thousand reais (R$13,750,000.00) per unit, totaling two hundred and seventy-five million reais (R$275,000,000.00), which will have the following characteristics: (a) maturity of one hundred and eighty (180) days as of the issue date; and (b) compensatory interest on the maturity date equivalent to one hundred and seven point five percent (107.50%) of the average daily over extra grupo DI overnight interbank rate, expressed as a percentage per year, based on two hundred and fifty-two (252) business days, calculated and disclosed on a daily basis by CETIP S.A. – Mercados Organizados (“CETIP”) in the newsletter available on its website (http://www.cetip.com.br). The other characteristics of the Promissory Notes have been resolved and approved by Barcas’s Board of Directors’ Meeting held on March 31, 2014, whose content has been acknowledged by the Company’s Board members;
(ii) To authorize the company to sign, through its Executive Officers and/or representatives, all documents and contractual instruments necessary and related to the tendering of the surety, including addenda, powers of attorney, notices, among other documents; and
(iii) To authorize the Executive Board and other representatives of the Company to practice all acts to execute the resolutions herein, including all acts necessary for the drawing up and publication of these minutes, as well as recording in the respective corporate books.
6. CLOSURE: There being no further business to discuss, the meeting was adjourned for the drawing up of these minutes, which were read, approved and signed by all attending members. São Paulo, March 31, 2014 Eduardo Borges de Andrade, Chairman, and 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; and (11) RICARDO COUTINHO DE SENA.
This is a free English translation of the original minutes drawn up in the Company’s records on pages 157 through 159.
Marcus Rodrigo de Senna