BANCO DAYCOVAL S.A.
CNPJ nº 62.232.889/0001-90
NIRE 35300524110
MINUTES OF THE BOARD OF DIRECTORS MEETING
HELD DECEMBER 30, 2013
I. TIME, DATE, PLACE: At 10:00 a.m. on December 30, 2013, at the Company's
headquarters located at Avenida Paulista, 1793, São Paulo, SP.
II. ATTENDANCE: all members of the Board of Directors attended.
III. CALL: the call was waived in view of the presence of all members of the Board of
Directors.
IV. PRESIDING: Chairman: Sr. Sasson Dayan; and
Secretary: Sr. Morris Dayan.
V. AGENDA: decide on the increase of the Company’s capital stock through private
subscription and within the limit of its authorized capital, in the exercise of rights conferred by
preferred share subscription warrants issued by the Company ("PN Warrants") pursuant to a
resolution passed at a meeting the Board of Directors on February 19, 2009.
VI. RESOLUTIONS: the increase of the Company’s capital stock was approved by unanimous
vote and without restrictions, within the limit of authorized capital, pursuant to Article 8 of the
Company’s Bylaws, in accordance with the following terms and conditions:
(i) Amount of capital increase: The capital stock is hereby increased from R$
1,797,652,665.72 (one billion, seven hundred ninety-seven million, six hundred fifty-two
thousand, six hundred sixty-five reais and seventy-two centavos) to R$ 1,868,862,897.47 (one
billion, eight hundred sixty-eight million, eight hundred and sixty-two thousand, eight hundred
and ninety-seven reais and forty seven centavos), thus representing an increase of R$
71,210,231.75 (seventy one million, two hundred and ten thousand, two hundred thirty-one
reais and seventy-five centavos) ("Capital Stock Increase"), by issuing 9,188,417 (nine million,
one hundred and eighty-eight thousand, four hundred and seventeen) preferred shares,
identical to those that currently exist, this issue arising from the exercise of rights attached to
9,188,417 (nine million, one hundred eighty-eight thousand four hundred and seventeen) PN
Warrants held by the subscribers listed below, which are extinguished under law on this
present date. Due to the capital stock increase, the Company’s share capital shall be divided
into 252,239,937 (two hundred fifty-two million, two hundred and thirty-nine thousand, nine
hundred and thirty-seven) shares, of which 160,869,792 (one hundred and sixty million, eight
hundred sixty-nine thousand, seven hundred ninety-two) are common shares and 91,370,145
(ninety-one million, three hundred seventy thousand, one hundred forty-five) are preferred
shares, all nominative and without par value, considering the cancellation of 20,566,099
(twenty million, five hundred sixty-six thousand and ninety-nine) nominative preferred shares,
which were held in treasury, without reduction of the capital stock, as approved in the
meetings of the Board of Directors on April 29,2013, June 13, 2013, July 16,2013, September
4,2013 and December 17,2013 to be submitted for the approval at the first General
Shareholders Meeting of the Company to be held;
(ii) Accounting allocation of the funds: The proceeds from the capital increase shall be
allocated to the capital account;
(iii) Issue Price: The issue price will be R$ 7.75 (seven reais and seventy-five centavos) per
preferred share, pursuant to the conditions of the PN Warrants as approved at a meeting of
the Board of Directors held February 19, 2009;
(iv) Preemptive Rights: Pursuant to §3 of article 171 of Law No. 6.404 of December 15, 1976,
as amended ("Corporations Law"), there shall be no preemptive rights for existing
shareholders of the Company for subscription of new preferred shares, in view of the fact that
the capital increase will be carried out strictly through the exercising of rights conferred by the
PN Warrants;
(v) Subscription and Payment of preferred stock: Preferred shares shall be subscribed and
fully paid for by (a) Pangaea One Acquisition Holdings XIIIA, LLC, which subscribes to
1,836,706 (one million, eight hundred and thirty-six thousand, seven hundred and six)
preferred shares; (b) Pangaea One Acquisition Holdings XIIIB, LLC, which subscribes to
2,756,293 (two million, seven hundred fifty-six thousand, two hundred and ninety-three)
preferred shares; and (c) Pangaea One Acquisition Holdings XIIIC, LLC, which subscribes to
4,595,418 (four million, five hundred ninety-five thousand, four hundred and eighteen)
preferred shares. The investors hereby subscribe to and fully pay for the capital increase, on
this date, through the transfer of funds available to the Company, with all of the funds relating
to the payment of said actions to be deposited with the Central Bank of Brazil ("Central
Bank"), within the regulatory deadlines, in accordance with the subscription forms, copies of
which are filed with the Company;
(vi) Approval and Subscription Receipts: In accordance with applicable law, the Capital Stock
Increase is subject to approval by the Central Bank ("Approval"). The approval is a
discretionary act of the Central Bank, so that initially subscription receipts of preferred shares
("Warrant Subscription Receipts") shall be delivered to investors. Subscription Receipts for the
Warrants may be traded on the stock exchange and shall grant their holders merely the right
to receive the Company’s preferred shares (ratio equal to 1:1). As indicated below, the
Company will publish a Market Announcement to confirm the approval, as well as inform the
date on which the Share Subscription Receipts will be canceled and replaced by preferred
shares;
(vii) Share Credits: The credit of the preferred shares deriving from the Capital Stock Increase
shall occur within three (3) business days after the date of approval. Preferred shares resulting
from the Capital Stock Increase will receive in full dividends, interest on shareholder equity
and any other amounts that may be declared and/or distributed by the Company as of the date
of approval
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(viii) Market Announcements: The Company shall publish, on December 31, 2013, in the "O
Estado de São Paulo" newspaper, a Market Announcement to inform the Capital Stock
Increase and other related information. Likewise, the Company will publish, in the future,
another Market Announcement to confirm the Approval, as well as to indicate the date on
which the Warrant Subscription Receipts will be canceled and replaced by preferred shares;
(ix) Other clarifications: The Board of Executive Officers is hereby authorized to take the
necessary steps to obtain approval as well as other necessary acts related to the resolutions
set forth herein.
VII. CLOSURE AND PREPARATION OF THE MINUTES: There being no further business to
conduct, these minutes were drawn up, read, approved and signed by all present.
São Paulo, December 30, 2013.
SIGNATURES:
Chairman: Sasson Dayan.
Secretary: Morris Dayan.
Members: SASSON DAYAN;
CARLOS MOCHE DAYAN;
MORRIS DAYAN;
RONY DAYAN;
GUSTAVO HENRIQUE DE BARROSO FRANCO; and
PETER MICHAEL YU.
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