MINUTES OF THE 88 th BOARD OF DIRECTORS MEETING HELD ON AUGUST 9, 2012

Transcription

1 BRASILAGRO COMPANHIA BRASILEIRA DE PROPRIEDADES AGRÍCOLAS Publicly-Held Company Corporate Taxpayer s ID (CNPJ/MF) / Company Registry (NIRE) MINUTES OF THE 88 th BOARD OF DIRECTORS MEETING HELD ON AUGUST 9, 2012 Date, Time and Venue: August 9, 2012, at 2:00 p.m., at the Company s headquarters, located at Avenida Brigadeiro Faria Lima, 1.309, 5º andar, in the city and state of São Paulo. Call Notice and Attendance: All members of the Board of Directors were duly called pursuant to paragraph 1 of Article 19 of the Company's Bylaws, and the meeting was installed with the attendance of the undersigned Board members. Presiding Board: Chairman: Eduardo S. Elsztain; and Secretary: Julio Cesar de Toledo Piza Neto. Agenda: To resolve on: (i) the approval of the Policy for Trading Securities Issued by Brasilagro Companhia Brasileira de Propriedades Agrícolas, pursuant to item 6.8 of the Novo Mercado listing rules of BM&FBOVESPA Securities, Commodities and Futures Exchange ( Novo Mercado Listing Rules ); and (ii) the ratification of the Code of Ethical Conduct of Brasilagro Companhia Brasileira de Propriedades Agrícolas, in compliance with item 6.9 of the Novo Mercado Listing Rules. Resolutions: Once the meeting was called to order, the Board members examined the items on the agenda and resolved unanimously and without restrictions: 1. To approve the Policy for Trading Securities Issued by Brasilagro Companhia Brasileira de Propriedades Agrícolas, pursuant to item 6.8 of the Novo Mercado Listing Rules, attached hereto as Exhibit I. 2. To ratify the Code of Ethical Conduct of Brasilagro Companhia Brasileira de Propriedades Agrícolas, in compliance with item 6.9 of the Novo Mercado Listing Rules, attached hereto as Exhibit II.

2 Closure: There being no further matters to discuss, these minutes were drawn up, approved and signed by all attending members of the Board of Directors and by the Chairman and the Secretary of the Presiding Board. São Paulo, August 9, Signatures: Chairman: Eduardo S. Elsztain. Secretary: Julio Cesar de Toledo Piza Neto. Board Members: Eduardo S. Elsztain, Alejandro G. Elsztain, Saúl Zang, Gabriel Blasi, Robert Charles Gibbins, João de Almeida Sampaio Filho and Isaac Selim Sutton. This is a free translation of the original minutes filed in the Company s records. Julio Cesar de Toledo Piza Neto Secretary

3 EXHIBIT I TO THE MINUTES OF THE 88 th BOARD OF DIRECTORS MEETING HELD ON AUGUST 9, 2012 POLICY FOR TRADING SECURITIES ISSUED BY BRASILAGRO COMPANHIA BRASILEIRA DE PROPRIEDADES AGRÍCOLAS TABLE OF CONTENTS Page 1. GENERAL RULES Definitions POLICY FOR TRADING SECURITIES ISSUED BY BRASILAGRO COMPANHIA BRASILEIRA DE PROPRIEDADES AGRÍCOLAS 2.1. Adhesion Objective Securities Trading Restrictions Exception to Trading Restrictions Third-Party Liability Applicable Sanctions and Penalties Amendment to the Policy Term of the Policy Final Provisions... 7 Exhibit I. Term of Agreement - Model... 8

4 1. GENERAL RULES 1.1. Definitions When applying and construing the Policy for Trading of Securities Issued by Brasilagro Companhia Brasileira de Propriedades Agrícolas, the following terms are defined as follows: Controlling Shareholders or Parent Company: The shareholder or group of shareholders bound by shareholders' agreement or under common control with the power to control the Company, pursuant to Law No /76 and its subsequent amendments. Stock Exchange: BM&FBOVESPA S.A. Securities, Commodities and Futures Exchange and any other stock Exchange or organized OTC markets where the Company s securities are traded; Company: Brasilagro Companhia Brasileira de Propriedades Agrícolas; Board of Directors: the Company s Board of Directors; Fiscal Council: the Company s Fiscal Council, when installed. CVM: Brazilian Securities and Exchange Commission; Investor Relations Officer: the Company s executive elected to perform the duties established in CVM s regulations; Material Information: any decision of controlling shareholders, resolution by the Shareholders Meeting or the Company s management bodies, or any other act or fact of political-administrative, technical, legal, business or economic-financial nature occurring or related to the Company s businesses that could influence (i) the price of its Securities; (ii) the decision of investors to buy, sell or keep the Securities; or (iii) the investors decision to exercise any rights inherent to the condition of holders of Securities. The examples mentioned in Article 2 of the CVM Rule 358/02 are also considered Material Facts; CVM Rule 10/80: CVM Rule 10, of February 14, 1980, as amended, regarding the acquisition by publicly-held companies of its own securities in order to write-off or hold them in treasury for subsequent sale; CVM Rule 358/02: CVM Rule 358, of January 3, 2002, as amended, regarding the disclosure and use of information about material acts or facts related to publicly-held companies, as well as the negotiation of publicly-held companies securities, among other matters; Stock Option or Subscription: the right to acquire or subscribe registered common shares with no par value issued by the Company, granted to the management members and other employees of the Company or companies which it controls, directly or indirectly, under the Stock Option Program;

5 Related Persons: the Company, its Controlling Shareholders, whether direct or indirect, members of the Board of Directors, Board of Executive Officers, Fiscal Council, and of any other body with technical or consulting duties created by statutory provision, or by whoever, due to his/her position, function or post in the Company, Parent Company, Subsidiaries, Affiliated Companies or companies under common control, is aware of any Material Information, as well as service providers and other professionals who have expressly adhered to the Securities Trading Policy and are bound to its rules; Disclosure Policy: the Material Information Disclosure Policy of the Company approved by the Board of Directors on March 15, 2006; Securities Trading Policy: this Policy for Trading Securities Issued by Brasilagro Companhia Brasileira de Propriedades Agrícolas; Affiliated Companies: the companies over which the Company has significant management influence without controlling it. Significant management influence shall be understood as the power to participate in decisions on financial, commercial, and operation policies of the Company, and shall also be assumed when a company holds, directly or indirectly, ten per cent (10%) or more of the voting capital of the other; Subsidiaries: the companies in which the Company has rights of a shareholder, either directly or through other subsidiaries, which permanently assure it a majority of votes in resolutions of general meetings and the power to elect the majority of the directors and officers; Term of Agreement: the formal instrument signed by the Related Persons and acknowledged by the Company, by means of which these inform their awareness of the rules contained in the Securities Trading Policy, in each case, committing to comply with them and have these rules complied with by persons under their influence, including subsidiaries, affiliated companies or companies under common control, spouses and dependents, whether direct or indirect; and Securities: the shares, debentures, subscription warrants, receipts and subscription rights and promissory notes issued by the Company and derivatives related to any of these Securities. 2. POLICY FOR TRADING SECURITIES ISSUED BY BRASILAGRO COMPANHIA BRASILEIRA DE PROPRIEDADES AGRÍCOLAS 2.1. Adhesion The Company, the Controlling Shareholders, direct or indirect, members of the Board of Directors, Board of Executive Officers, Fiscal Council and of any bodies with technical or consulting duties created by statutory provisions, or by whoever, due to his/her position, function or post in the Company, its Parent Company, Subsidiaries, Affiliated Companies or companies under common control, is aware of any Material Information, as well as service providers and other professionals that the Company deems

6 necessary or convenient shall sign the Term of Agreement to the present Securities Trading Policy, becoming Related Persons for the purposes set forth herein Objective The purpose of this Securities Trading Policy is to set up the rules and procedures to be observed by Related Persons and the Company concerning trading of Securities, preserving the transparency in any such trades to all interested parties The rules of this Securities Trading Policy define periods in which the Related Persons should refrain from trading Securities, so as to avoid questioning regarding the undue use of Material Information not disclosed to the public within CVM Rule 358/ Any doubts concerning provisions of the present Securities Trading Policy, the applicable regulation issued by CVM or concerning ability to perform or not a given negotiation should be cleared out with the Investor Relations Officer Securities Trading Restrictions Pursuant to CVM Rule 358/02, prior to the disclosure of Material Information, no negotiation, rendering of counseling or assistance shall be allowed regarding Securities investment by Related Persons aware of any such Material Information Related Persons shall ensure that those with whom they keep a trade, professional or trust relationship do not trade with Securities when accessing undisclosed Material Information. To that end, the Related Persons shall endeavor to have all those with access to Material Information sign the Term of Agreement Any individual and/or legal entity linked to any Related Persons by any contract or agreement of any nature, including non-disclosure agreements, orally or in writing, whether directly or through subsidiaries, affiliated companies or companies under common control, which has access to any Material Information shall not trade, pursuant to the applicable law, Securities issued by the Company as long as he/she/it is in possession of any Material Information or the contract or agreement is valid and in full force Are also forbidden to trade with Securities (i) the Related Persons whenever there is the intention to promote the incorporation, spin-off with the dissolution of the original Company, or partial spin-off, merging, transformation or corporate reorganizations; and (ii) Controlling Shareholders, whether direct or

7 indirect, members of the Board of Directors and the Board of Executive Officers, whenever it is in course the purchase or sale of shares issued by the Company by the Company itself, its subsidiaries, affiliated companies or other company under common control, or there is an option or mandate for the same purpose In the context of a Securities public offering and pursuant to Article 48 of CVM Rule nr. 400/2003, Related Persons shall not trade Securities until the publication of the notice of completion of the offering Related Persons shall be also forbidden to trade with Securities fifteen (15) days prior to the disclosure required by CVM of quarterly (ITR) and annual information (DFP) of the Company, except for what is provided for in Paragraph 3 of Article 15, of CVM Rule 358/ Related Persons leaving managing positions of the Company prior to the disclosure of Material Information originated during their management period shall not trade with Securities until (i) the end of a six (6) months period starting from the date of their departure; or (ii) the disclosure, by the Company, of the Material Information to the market In the event any agreement or contract has been signed for the transfer of the Company s control, or if any option or mandate has been granted for the same purpose, as well as if there is an intention to promote the incorporation, spin-off, partial spin-off, merging, transformation or corporate reorganizations, and while the transaction is not made public through the disclosure of material fact, the Board of Directors shall not be allowed to resolve on the purchase or sale by the Company of shares issued by itself Prohibitions concerning Securities trading provided for in sections 2.3.1, and above shall be enforced until the disclosure of Material Information to the market. However, any such prohibitions shall be maintained, even after disclosure of Material Information whenever any Securities negotiations may interfere, in detriment to the Company or its shareholders, with the business conditions, act or fact related to the Material Information Exception to Trading Restrictions Pursuant to CVM Rule 358/02, the Related Persons shall be allowed to trade with Securities in the events provided for in section above, provided that such trading corresponds to the purchase of shares from the Company s treasury, through a private transaction, arising from the exercise of the option to purchase according to the granting or exercising of an option to purchase shares approved in a general shareholder s meeting Third-Party Liability

8 The provisions set forth in this Securities Trading Policy shall not release the liability of third parties indirectly related to the Company that are aware of any Material Information Applicable Sanctions and Penalties The Related Persons who fail to comply with any provisions set forth herein are subject to the applicable legal sanctions and penalties Amendment to the Policy Any amendments to this Securities Trading Policy must be informed to the CVM and to the Stock Exchanges Term of the Policy This Securities Trading Policy shall be effective on the date of its approval by the Board of Directors and shall remain in force for an indeterminate term, or otherwise until further opposite resolution Final Provisions The Related Persons and those acquiring this capacity shall sign the Term of Agreement according to the Form set forth in Exhibit I hereof The Company may set up additional securities non-trading periods other than those set forth in the present Securities Trading Policy, being only required to notify the Related Persons for this purpose Securities Trading by Related Persons during the non-trading periods, as set forth herein, may be authorized as an exception by the Board of executive Officers, upon express written request justifying the need for the trading Any breaches of this Securities Trading Policy verified by any Related Persons shall be immediately communicated to the Company s Investor Relations Officer and Board of Directors. *********

9 EXHIBIT I TO THE POLICY FOR TRADING SECURITIES ISSUED BY BRASILAGRO - COMPANHIA BRASILEIRA DE PROPRIEDADES AGRÍCOLAS TERM OF AGREEMENT I, [name and identification], [job or position], hereby state that I am aware of the terms and conditions of the Policy for Trading Securities Issued by Brasilagro Companhia Brasileira de Propriedades Agrícolas ( Securities Trading Policy ), approved by the Board of Directors on August 9, 2012, pursuant to CVM Rule 358/02. I hereby formalize my adhesion to the Securities Trading Policy, committing to abide to all of its terms and conditions. I further state that I am aware that any breach of the dispositions set forth in the Securities Trading Policy shall be considered a serious violation, for the purposes provided for in Paragraph 3, of Article 11, of Law 6,385/76. [place], [date] [name]

10 EXHIBIT II TO THE MINUTES OF THE 88 th BOARD OF DIRECTORS MEETING HELD ON AUGUST 9, 2012 CODE OF ETHICAL CONDUCT OF BRASILAGRO COMPANHIA BRASILEIRA DE PROPRIEDADES AGRÍCOLAS S.A. I. About the Code Brasilagro strives to conduct its business activities with honesty and integrity, which requires that its business and daily relationships are conducted with strict compliance with all the applicable laws and regulations and in accordance with the highest ethical standards. The board members, executives and employees of Brasilagro must work with honesty, integrity and responsibility when interacting among themselves, with clients, investors, suppliers, government authorities and communication agents, as well as with any other entity or individual. This Code provides a wide range of guidelines regarding the accepted and expected individual or entrepreneur behavior; however, it is not possible to consider all the possible situations to be faced in the job relationships. Accordingly, this Code does not substitute each person s responsibility to be discerning and ask, whenever necessary, for advice on the best conduct to be followed. In case of doubt, the board members, executives and employees of Brasilagro must seek guidance from the members of the Ethical Committee, who will be available to answer to your questions, advise you and receive reports about suspected infringements. All the communication with the Ethics Committee related to this Code should be done by the electronic address comitedeetica@brasil-agro.com. All questionings will be treated as confidential. II. Duties and Responsibilities In accordance with this Code, the board members, executives and employees of Brasilagro must: conduct business with honesty and integrity, avoiding a conflict of interest between his behavior and his personal and professional life; ensure that any information of Brasilagro presented to government agencies, regulatory authorities and shareholders are complete, true, accurate and appropriate;

11 always act in accordance with the applicable laws, decrees and regulations; inform the Ethics Committee, in due time, any breach of this Code; and respect and care for the faithful compliance with this Code. III. Work Relationships Brasilagro is committed to contract and promote employees taking into consideration the qualifications and experience needed for the position, aiming to promote the development of its professionals based on equality, reliability, tolerance and respect. Brasilagro is also committed to promote secure and hygienic job conditions to its employees. It is each employee duty, however, to comply with security standards and procedures, health and hygiene in the work, assuming with responsibility the necessary guidelines to protect his coworkers and himself. All employees are responsible for the immediate information to their superior about any accident, unsecure work practice and/or condition. IV. Relationship with Shareholders The operations of Brasilagro are conducted in accordance with the international ethical standards, regulations and principles, including, among others, responsibility, honesty, and integrity. Brasilagro provides its shareholders transparent, true and accurate information of its results, financial statements, and other information which allows them to follow the Company s activities and the performance, always in strict conformity with the standards of the Brazilian Securities and Exchange Commission - CVM, of SEC - Securities and Exchange Commission and other applicable regulations. V. Confidential Information There is certain information of confidential nature, such as information related to business, investments in business prospection, financial statements not disclosed yet, purchase and sale of any type of significant assets, data and facts which may result in litigation significantly affecting the financial statements, our clients data, internal procedures, policies and organizational issues, among others, that must be protected and properly used. Such information can only be used for the proposed purpose and shall not be shared with outsiders, or with employees who do not need it for the fulfillment of their tasks. Unintended disclosures must be avoided. VI. Securities Trading

12 The board members, executives and employees who have and/or trade shares or any other security issued by Brasilagro, of competitor companies and/or companies with which Brasilagro maintains business relationship should strictly notice the Policy for Trading Securities Issued by Brasilagro. VII. Adverting, Publicity and Promotions The relationship between Brasilagro and media should be based on transparence, reliability and trust, always taking into consideration the ethical values. Brasilagro advertising and promotions should promote a clear and honest message, which cannot be misunderstood by its investors, clients and/or suppliers. VIII. Integrity in Business No board member, executive or employee of Brasilagro should: give or receive favors or benefits to or from clients, potential clients, suppliers, potential suppliers, other counselor, director or employee, government authorities, other entities or individuals, which could be perceived as inappropriate or do not keep relationship with Brasilagro s operations and business; personally benefit from the results of opportunities arising from the use of assets owned by the Company, contacts, information or the position occupied in the organization; work or render services (including consultancy) in competitor companies or activities which could be in conflict with the Company s interests; perform tasks or any personal activities during the working day, unless otherwise specifically authorized by his immediate superior; act in behalf of Brasilagro in a transaction in which himself, or his direct family or companies related to him, have a direct or indirect interest. Only in the following situations board members, executives and employees may accept or offer benefits to or from other counselors, directors, employees, suppliers, clients, government authorities: Christmas, social event or special occasion such as promotion, graduation, anniversary, wedding, child s birth, retirement, etc., provided that such benefits do not exceed in their whole the amount established in the fiscal year, according to Exhibit I attached hereto, or that are an usual practice among the employees of the organization. IX. Policies, Procedures and Internal Controls

13 The board members, executives and employees of Brasilagro must comply with the policies, procedures and internal controls of the Company. Such control procedures include, among others, those related to: the use of passwords (personal and not transferable); access, use and supply of information; authorizations and approvals; management of resources and other own resources; record of operations; and matters involving assumption of obligations before third parties. X. Protection and Good Use of the Company s Assets The board members, executives and employees of Brasilagro are duty-bound to protect the Company s assets, ensuring their efficient use and are not authorized to use such assets in an inappropriate manner or with a divergent purpose other than his work, unless expressed authorization by his immediate superior. The assets of Brasilagro should be only used for legitimate and appropriate purposes. Any invention, model, article, presentation, memorandum, software or website created as a result of the association or job relationship or of the services rendering to Brasilagro are the exclusive property of Brasilagro. XI. Employees Responsibility All Brasilagro s employees must read the Code and sign a receipt of delivery, in which they accept and are committed to perform according to what is established in the Code. The violations to the Code shall be punished pursuant to the labor legislation, including dismissal with just cause, without prejudice to the applicable civil or penal action. XII. Code Management Divergences and disputes resolutions among the counselors, directors and/or employees arising from this Code are the Ethics Committee competence, which is also responsible, in cases of the Code violation, for determining the applicable disciplinary sanctions. The Ethics Committee is composed by two instances, as follows: (a) the First Instance is formed by 2 Directors and 1 Manager, designated in Exhibit II attached hereto, being responsible for the resolution of issues related to the Code involving employees of the Company; and (b) the Second Instance is formed by 1 Director and 2 members of the Board of Directors, designated in Exhibit II attached hereto, being responsible for the solution of issues related to the Code involving counselors and directors of the Company.

14 The members of the second instance of the Ethics Committee shall be appointed by the Board of Directors, while the members of the first instance of the Ethics Committee shall be appointed by the second instance of the Ethics Committee. Any change to this Code should be proposed by the First Instance of the Ethics Committee and submitted to the approval of the Second Instance of the Ethics Committee. Renouncements to the Code may only be granted by the Second Instance of the Ethics Committee. XIII. Reporting Infringements Should any board member, executive or employee become aware or suspect of any Law or applicable regulation infringement of this Code or of any policies, procedures or internal control of Brasilagro, such infringement or questionable conduct shall be immediately reported to the Ethics Committee. Nobody will be subject to retaliation due to a good faith report, which respects the right and the right to privacy of the people involved, under suspicious of infringement or questionable conduct. All the reported infringements shall be promptly inspected and treated as confidential. It is essential that those reporting infringements do not conduct their own preliminary investigation. Investigations about alleged infringements may involve complex legal issues, and by acting on his own may commit the integrity of the investigation and adversely affect both the one reporting the fact and Brasilagro.

15 EXHIBIT I TO THE CODE OF ETHICAL CONDUCT OF BRASILAGRO COMPANHIA BRASILEIRA DE PROPRIEDADES AGRÍCOLAS S.A. The benefits, individually or in its aggregate value, cannot exceed the amount of five hundred reais (R$500.00), limit that should be effective during the financial year of the Company started at June 30, EXHIBIT II TO THE CODE OF ETHICAL CONDUCT OF BRASILAGRO COMPANHIA BRASILEIRA DE PROPRIEDADES AGRÍCOLAS S.A. Members of the Ethics Committee: First Instance: Gustavo López. Mariana Rezende André Guillhaumon Second Instance: Alejandro Gustavo Elsztain Saul Zang Julio Toledo Piza