MRV ENGENHARIA E PARTICIPAÇÕES S.A. GENERAL TAXPAYERS REGISTER CNPJ/MF NO / NIRE PUBLIC COMPANY

Transcription

1 MRV ENGENHARIA E PARTICIPAÇÕES S.A. GENERAL TAXPAYERS REGISTER CNPJ/MF NO / NIRE PUBLIC COMPANY MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS HELD ON JANUARY 20, 2017 The Meeting of the Board of Directors of MRV ENGENHARIA E PARTICIPAÇÕES S.A. ( Company ), opened upon attendance of its undersigned members, regardless of convening, in having Mr. Rubens Menin Teixeira de Souza as Chairman and Mrs. Maria Fernanda N. Menin Teixeira de Souza Maia as secretary, was held on January 20, 2017 at 10:00 AM, at the Company s headquarters, at Avenida Professor Mario Werneck, 621, Estoril, in Belo Horizonte, State of Minas Gerais. In compliance with the Agenda, the following considerations were deliberated and approved by unanimous vote: (a) to approve the 9 th (nineth) issuance of simple, non-convertible debentures of unsercured type, in three series for public distribution with restricted efforts of the Company ( Debentures ), with caractheristics described in DOCUMENT I of present minutes of meeting, which will be signed and filed at Company s headquartes; (b) to authorize the provision of a fiduciary guarantee in the form of endorsement ( Endorsement ) and collateral mortgage established on real estate owned by the Company under registration numbers and , both registered at 1º Oficial de Registro de Imóveis da Comarca in Campinas/SP ( Mortgage ) in favor of its subdisiary MRL ENGENHARIA E EMPREENDIMENTOS S.A. ( MRL ), in terms of the Law /2002 ( Civil Code ), as amended, in raising funds through bank credit notes with Banco BBM S.A. ( BBM ), amounting up to R$ 50,000,000.00(fifty million reais), having as purpose the contracting of working capital; and (c) to authorize the Executive Board, or any of their legal representative, to take all the necessary measures to effect and implement the resolution approved at this meeting,including the signature of any necessary intruments to the implementation of debentures and the provision of fiduciary guarantee in the form of endorsement and constitution of mortgage to MRL, included, not being limited to the signature of Contracts, Additives and Recruitment of Services Providers. There being no further matter to discuss these minutes were subsequently read, approved and signed by all in attendance. Belo Horizonte, January 20, Rubens Menin Teixeira de Souza, Chairman; Maria Fernanda N. Menin Teixeira de Souza Maia, Secretary. Rubens Menin Teixeira de Souza; Marcos Alberto Cabaleiro Fernandez; Levi Henrique; Fernando Henrique da Fonseca; Marco Aurélio de Vasconcelos Cançado; Paulo Eduardo Rocha Brant; Rafael Nazareth Menin Teixeira de Souza. Declare for any purposes that, there is a true and authentic copy archived and signed by all in attendance in the appropriate book. This is true to the original: Maria Fernanda N. Menin Teixeira de Souza Maia Secretary 1

2 DOCUMENT I Authentication of the Board of the Meeting of the Board of Directors held on 01/20/2017 CHARACTERISTICS OF THE DEBENTURES Word or expressions not defined in this document will have its meaning attributed in the minutes of meeting of the Board of Directors held on 01/20/2017, or in its Document I. Carachteristics of the Debentures (a) Number of issuance: 9th (nineth) issuance of debentures of the Company; (b) Number of Series: the issuance will be realized in 3 (three) series in a communicating vessels system ( 1 st Series Debentures, 2 nd Series Debentures and 3 rd Series Debentures ); (c) Quantity of Debentures: will be issued up to 50,000 (fifty thousand) Debentures, observed the item e, above; (d) Unitary Nominal Value: the unitary nominal value of debentures will be of R$ 10, (ten thousand reais), in the Date of Issuance ( Unitary Nominal Value ); (e) Total Value of Issuance: the total value of issuance will be of R$ 500,000, (five hundred millions of reais), observed the placement of, in the minimum, 23,500 (twenty three and five hundred) Debentures, equivalent to R$ 235,000, (two hundred and thirty five millions of reais ) in the Date of Issuance(above defined) ( Minimum Amout ); (f) Date of Issuance: for all intents and purposes, the date of issuance of Debentures is February 15, 2017 ( Date of Issuance ); (g) Form of Debentures: the Debentures will be issued in the nominative form, without the issuance of representative certificates of the debentures; (h) Convertibility and Interchangeability: the Debentures will be not conversible in shares of issuance of the Issuer; (i) Term and Maturity Date: the maturity date of 1st Series Debentures will be onfebruary 15, 2020 ( Maturity Date of 1 st Series Debentures ). The maturity date of 2 nd Series Debentures will be on February 15, 2022 ( Maturity Date of 2 nd Series Debentures ). The maturity date of 3 rd Series Debentures will be on February 15, 2022 ( Maturity Date of 3 rd Series Debentures ). (j) Subscription and Payment: The Debentures will be paid, in primary market, by their Unitary Nominal Value, that can be added with premium or discount, to be defined by the Leader Coordinator in common agreement with the Issuer in the Procedure of 2

3 Bookbuilding ( Price of Subscription ); immediately, in the subscription act ( Date of Integralization ), in national currency, in a single date, in accordance with the liquidation norms and applicable procedures of CETIP; (k) Type: the Debentures will be of unsercured type, with no guarantees, in other words, the Debentures will not provide any special or general privilege to its holders, as well will not be segregated any of the assets of the Issuer in particular to guarantee for the Bondholders in case of necessity of judicial or extrajudicial execution of the obligations of the Issuer arising from the Debentures; (l) Guarantees: will be not constituted specific guarantees, real or personal, over the Debentures; (m) Placement and Procedure of Distribution: the Debentures will be object of public distribution, with efforts restricted to distribution, in the terms of CVM 476 Instruction, with the intermediation of Banco BTG Pactual S.A, integral institution of the system of distribution of securities, located in the city of São Paulo, state of São Paulo, at Brigadeiro Faria Lima Avenue, number 3477, 14 th floor, zip code ( Coordinator Leader ), under the schemes of : (i) underwriting guarantee in the placement of 23,500 (twenty three and five thousand) Debentures, representing the amount of R$ 235,000, (two hundred and thirty five million reais); and (ii) better efforts of placement of 26,500 (twenty six thousand and five hundred) Debentures representing the amount of R$ 265,000, (two hundred and sixty five million reais); (n) Gathering of Investment Intentions: It will be adopted the procedure of gathering investment intentions, organized by the Coordinator Leader, without the reserves receipt, without minimum or maximum batches, for definition with the Issuer, observed the 3 rd article of CVM 476 Instruction, of Remuneration, observed the limits predicted in item p above ( Procedure of Bookbuilding ). (o) Update of Unitary Nominal Value: The Unitary Nominal Value of 1 st and 2 nd Debentures Series will not be updated or monetarily corrected. The Unitary Nominal Value of 3 rd Series Debenture will be monetarily correted by cumulative variation of the Broad Consumer Price Index ("IPCA"), published monthly by the Brazilian Institute of Geography and Statistics ("IBGE"), calculated exponentially and cumulatively pro rata temporis per Business Days, from the first Payment until the Maturity Date, being the product of the update incorporated into the Debentures Unit Nominal Value automatically; (p) Remuneration: (i) to the 1st Series Debentures the remuneration will be defined in a Procedure of Bookbuilding, which will be presented at a maximum rate equivalent to 100% (one hundred percent) of the accrued variation of the DI mean daily rates over extra group Overnight Interfinance Deposits, assessed and released by CETIP S.A. OTC Clearing House ( CETIP ) in the Daily Information Report, available in its page on Internet ( 252 basis (two hundred and fifty-two) bank days, 3

4 expressed in the annual percent form, plus maximum surcharges of up to 2.25% (two percent twenty five) per year, 252 basis (two hundred and fifty-two) bank days; and (ii) to 2nd Series of Debentures the remuneration will be defined throught the Procedure of Bookbuilding to which will be presented at a maximum rate equivalent to 100% (one hundred percent) of the DI Rate, plus maximum surcharges of up to 2.90% (two percente ninety) per year, 252 basis (two hundred and fifty-two) bank days; and (iii) for the 3 rd Series Debentures the remuneration corresponds to the indicative prices published by ANBIMA of the internal rate of return of the National Treasury Note, series B-NTN-B "NTN-B"), maturing in 2022, verified in the Business Day immediately prior to the date of the Bookbuilding Procedure increased exponentially by a spread equivalent to a maximum of 2.60% (two and sixty hundredths percent), base 252 (two hundred and fifty two Business Days); (q) Payment of Remuneration: The payment of the respective Remuneration will be realized every six months, since the Payment Date, being the first payment due in 15 of august of 2017 and the other payments due in 15 of the months subsequents until the Maturity Date; (r) Amortization: the payment of Unitary Nominal Value of the 1 st Series Debentures will be made in 15% (fifteen percent) in 24 th (twenty-fourth) month of the Date of Issuance; 15% (fifteen percent) in the 30 th (thirtieth) month and the residual balance paid in the 36th (thirty-sixth) month. The payment of the Unitary Nominal Value of the Debentures of the 2 nd Serie will be amortized every six months, in equal installments being the first owed from the 36th (thirty-sixth) month, included, counted of the Date of Issuance and the last, correspondent to the residual balance, on February 22, The payment of the Unitary Nominal Value of the Debentures of the 3 nd Serie will be amortized on February 15, (s) Planned Repactuation: it will not happen planned repactuation of the Debentures; (t) Antecipated Rescue: it is forbidden the optional anticipated rescue of the Debentures by the Company; (u) Optional Acquisition: the Issuer can, at any time, acquire free-float Debentures, in accordance with the article 55, 3 rd paragraph and sectiond I and II, of Law of Business Corporations : (a) by equal or lower value than Unitary Nominal Value (or to the balance of the Unitary Nominal Value, as applicable), and must the fact be included in the report of the management and in the financial statements of the Issuer; or (b) by superior value than the Unitary Nominal Value (or to the balance of the Unitary Nominal Value, as applicable), as long as the rules released by CVM are observed. The Debentures acquired by the Issuer can be, by the Issuer s criteria, cancellated, to remain in treasury in the terms of this clause, if and when replaced in the market, will be entitled to the same Remuneration applicable to the others Debentures in circulation. 4

5 (v) Antecipated Maturity Date: it will appear in the indenture that will formalize the issuance of the Debentures ( Indenture of the Debentures Issuance ) events that occasion the anticipated of the maturity date of Debentures; (w) Destination of Resources: the resources obtained throught the issuance of the Debentures will be destinated to the activities related to its social object; and (x) Other characteristics: the other characteristics of the Debentures will be described in the Indenture of the Debentures Issuance. This document was approved in the reunion of Board of Directors realized in 01/20/2017. *** 5