INTERNATIONAL MEAL COMPANY ALIMENTAÇÃO S.A.
PUBLICLY-HELD COMPANY
Corporate Taxpayer's ID (CNPJ/MF): 17.314.329/0001-20
Company Registry (NIRE): 31.300.109.631
MINUTES OF THE BOARD OF DIRECTORS’ MEETING
HELD ON FEBRUARY 2, 2016
1.
DATE, TIME AND VENUE: February 2, 2016, at 9:00 a.m., at the Company’s office at
Rua Alexandre Dumas, nº 1711, Edifício Birmann 11, 2º andar, CEP 04717-004, in the city
and state of São Paulo.
2.
CALL NOTICE
AND
ATTENDANCE: Having been called to attend this Board of Directors'
Meeting, pursuant to Paragraph 3 of Article 21 of the Bylaws, the following members: PATRICE
PHILIPPE NOGUEIRA BAPTISTA ETLIN, NEWTON MAIA SALOMÃO ALVES, DILSON BATISTA
DOS
SANTOS
FILHO AND JOSÉ LUCAS FERREIRA DE MELO were present.
3.
PRESIDING BOARD: PATRICE PHILIPPE NOGUEIRA BAPTISTA ETLIN, Chairman of the Board of
Directors, presided over the meeting and appointed MARA REGINA
secretary.
4.
AGENDA: (I) to approve the Company’s capital increase.
DE
ALMEIDA VITTA as
5.
RESOLUTIONS: The members of the Company’s Board of Directors voted on the
matter on the agenda and unanimously approved it without restrictions:
5.1. To approve the drawing up of these minutes in summary format, pursuant to Article
130, Paragraph 1 of Law 6,404 of December 15, 1976, as amended.
5.2. To approve the Company’s capital increase in light of subscription above the
minimum limit of R$100,000,000.00 (one hundred million reais), as approved by the
Extraordinary Shareholders Meeting of November 27, 2015, through the issue of
82,048,807 (eighty-two million, forty-eight thousand, eight hundred and seven) common
shares (MEAL3), equivalent to R$328,195,228.00 (three hundred twenty-eight million,
one hundred ninety-five thousand, two hundred twenty-eight reais), which were paid in
cash at the moment of subscription, in local currency, at the price of R$4.00 (four reais)
per share. Of this amount, R$82,048,807.00 (eighty-two million, forty-eight thousand,
eight hundred and seven reais) will be allocated to the Company's capital stock and
R$246,146,421.00 (two hundred forty-six million, one hundred and forty-six thousand
four hundred and twenty-one reais) will be allocated to the capital reserve account, as
provided in the Management Proposal to the Extraordinary General Meeting.
5.3. As a result of the hereby approved increase, the Company’s capital stock will
increase from R$837,803,461.19 (eight hundred and thirty-seven million, eight hundred
and three thousand, four hundred and sixty-one reais and nineteen cents) to
R$919,852,268.19 (nine hundred and nineteen million, eight hundred fifty-two
thousand, two hundred sixty-eight reais and nineteen cents), divided into 166,531,600
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(one hundred sixty-six million, five hundred thirty-one thousand, six hundred) common
shares, all, registered, book-entry, with no par value.
5.4. In due course, the Management will propose to the General Shareholders Meeting
the amendment of Article 5 of the Company's Bylaws in order to reflect the ratified
Capital Increase.
6.
CLOSURE: There being no further business to discuss, the Board of Directors’
meeting was adjourned for the drawing up of these minutes, which were then read,
found to be in compliance and signed by all those present. São Paulo, February 2, 2016.
Presiding Board: PATRICE PHILIPPE NOGUEIRA BAPTISTA ETLIN - Chairman; MARA REGINA
DE
ALMEIDA VITTA – Secretary; Attending Board members: PATRICE PHILIPPE NOGUEIRA BAPTISTA
ETLIN – CHAIRMAN OF THE BOARD OF DIRECTORS, NEWTON MAIA SALOMÃO ALVES, JOSÉ LUCAS FERREIRA
DE MELO AND DILSON BATISTA DOS SANTOS FILHO.
This is a free translation of the original minutes drawn up in the Company’s records.
___________________________________
MARA REGINA DE ALMEIDA VITTA.
Secretary
3