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1. Date, time and place: On September 21st, 2016, at 11:15 AM, at the City and
State of Rio de Janeiro, at Av. das Amricas No. 3.900, Barra da Tijuca.
2. Call notice and attendance: Meeting called in accordance with the Company's
Bylaws, with the attendance of the totality of the Board of Directors members.
3. Presiding the Board: Chairman: Mr. Jos Paulo Ferraz do Amaral; Secretary: Mr.
Marcelo Vianna Soares Pinho.
4. Agenda: Discuss and decide about the following matters: (a) grant of investments
units to the collaborators in the fiscal year of 2016, under the terms of the Companys
Long-Term Incentive Plan; (b) new Companys Stock Buyback Program; (c) update on
the status of the ongoing projects; (d) update on the Companys cash availability and
funding; and (e) general matters.
5. Resolutions: The members of the Board of Directors decided, without caveat, the
following:
5.1. Grant of Investments Units. Under the terms of Section 3.2 (b) of the Companys
Long-Term Incentive Plan approved by the Board of Directors Meeting held on July
29th, 2015 (Long-Term Incentive Plan), approve the granting of two million, five
hundred thousand, seven hundred and fifty (2,500,750) investments units in this fiscal
year of 2016, as per the proposal submitted by Companys Management to the Board
of Directors. The grant of the investments units to the participants shall be
consummated upon execution of the relevant Grant Agreement, under the terms of
Section 5.2 of the Long-Term Incentive Plan, up to thirty (30) days from this date, being
considered, for the purposes of fixation of the reference value, this day of September
21st, 2016 as the granting date of the investment units. The reference value on the
granting date is sixty-one reais and thirty-eight centavos (R$ 61.38), which corresponds
to the average of the quotation of the Companys shares at BM&FBOVESPA - Bolsa de
Valores, Mercadorias e Futuros, calculated by dividing the financial volume by the
amount of shares traded, accrued in the twenty (20) trading sessions prior to the base
date of its calculation.
5.2. New Companys Stock Buyback Program. Approve the new Companys stock
buyback program, through which the Company may trade up to two million and five
hundred thousand (2,500,000) common shares with no par value, issued by the
Company, in accordance with the terms and conditions of Exhibit I hereto and subject
to the provisions of Securities and Exchange Commission of Brazil (CVM) Instruction
No. 567/15 (Stock Buyback Program).
5.2.1. The deadline for the settlement of the authorized transactions is of eighteen
(18) months, starting September 22nd, 2016 through March 22nd, 2018.
5.2.2. The Board of Directors authorized the Management of the Company to practice
all necessary acts to implement the Stock Buyback Program, and the Executive Board
may trade with the shares issued by the Company, at the time it deems appropriate,
subject to the terms and limits established in the Stock Buyback Program and in the
applicable rules. The authorization hereby granted by the Board of Directors to the
Executive Board includes, without limitation, (i) the acquisition of shares (a) to fulfill
exercise of options pursuant to the Company stock options programs; (b) to be held in
treasury; and/or (c) to subsequent cancellation or transfer; and (ii) the transfer of
shares eventually acquired under the Stock Buyback Program, as well as shares
currently held in treasury remaining from previous buyback programs.
5.3. The members of the Board of Directors reviewed, discussed and evaluated,
without caveat, the following matters:
5.3.1. The ongoing projects;
5.3.2. The Companys cash availability and funding; and
5.3.3. The Companys general matters.
5.4.
The Board of Directors authorized the Management of the Company to practice
all necessary acts to implement the discussed matters by the Company and/or through
its subsidiaries companies.
6. Closing, Drawing Up, and Approval of the Minutes: With no further issue to be
addressed, these minutes were approved as per Article 17, 2nd paragraph and Article
19 of the Companys Bylaws, and were duly signed by the members of the Board of
Directors who attended the meeting.
Rio de Janeiro, September 21st, 2016.
EXHIBIT I
INFORMATION REGARDING THE APPROVAL OF TRADING WITH OWN
SHARES (as per Exhibit 30-XXXVI of CVM Instruction No. 480/09)
Inform the amount of (i) free float shares; and (ii) treasury shares.
The shares eventually acquired may be used (a) to fulfill exercise of options under the
Company stock options programs; (b) to be held in treasury; (c) to be cancelled; in
which cases the Company will not raise funds. However, in the event the Company
decides to transfer shares, as permitted by the program, the funds raised will be
destined to the Companys operations.
10. Indicate the deadline for settlement of the authorized operations.
The deadline for the settlement of the authorized transactions is of eighteen (18)
months, starting September 22nd, 2016 through March 22nd, 2018.