TECNISA S.A.
Publicly Held Company
Corporate Taxpayer’s ID (CNPJ/MF): 08.065.557/0001-12
Company Registry (NIRE): 35.300.331.613
MINUTES OF THE BOARD OF DIRECTORS’ MEETING
HELD ON OCTOBER 13, 2016
1.
DATE, TIME AND VENUE: On October 13, 2016, at 1 pm, at TECNISA S.A.
Headquarters, located at Avenida Brigadeiro Faria Lima, 3.477, 5th floor, conjuntos 51, 52,
53 e 54, parte, Bloco B, in the city and state of São Paulo.
2.
CALL NOTICE: Call notice was waived due to the attendance of all the members
of the Company's Board of Directors, pursuant to Article 18, Paragraph 1 of the Company's
Bylaws.
3.
ATTENDENCE: All the members of the Company’s Board of Directors attended the
meeting.
4.
PRESIDING BOARD: Chairman, Mr. Ricardo Barbosa Leonardos. Secretary: Mr.
Meyer Joseph Nigri.
5.
AGENDA: Examine, discuss and vote on of the following agenda: (i) ratify the
Company's capital increase, within the authorized capital limit approved at a board of
directors’ meeting held on June 28, 2016; and (ii) authorize the Company's Executive Board
to take all measures and perform all acts necessary for the effect of the ratification of the
Company's capital stock increase.
6.
RESOLUTIONS: After examining and discussing the matters, the members of the
Company's Board of Directors resolved the following:
6.1. To approve, by unanimous vote, the ratification of the Company's capital
increase, within the authorized capital limit, approved at a board of directors’
meeting held on June 28, 2016, for which the minutes were registered in the
Commercial Registry of São Paulo under No. 344.127/16-3 on August 1, 2016
(“BDM 06/28/2016”), that is fully subscribed and paid, totaling an increase of
R$200,000,000.00 (two hundred million reais), with the issuance of 100,000,000
(one hundred million) new non-par, registered, book-entry common shares.
6.1.1. To register that the Company's capital increase in the amount of up to
R$200,000,000.00 (two hundred million reais), with the private subscription of up
to 100,000,000 (one hundred million) new non-par, registered, book-entry,
common shares, at the issue price of R$2.00 (two reais) per share, determined
pursuant to Article 170, paragraph 1, item III, of Law No. 6,404 of December 15,
1976, as amended, was approved at the BDM held on 06.28.2016 (“Brazilian
Corporate Law” and the “Capital Increase”).
6.1.2. To register that, during the period to exercise preemptive rights, 98,512,415
(ninety-eight million, five hundred and twelve thousand, four hundred and fifteen)
new non-par, registered, book-entry common shares were subscribed, totaling
R$197,024,830.00 (one hundred and ninety-seven million, twenty-four thousand,
eight hundred and thirty reais).
6.1.3. To register that, during the period for the subscription of remaining shares,
1,487,585 (one million, four hundred and eighty-seven thousand, five hundred
and eighty-five) new non-par, registered, book-entry common shares were
subscribed, totaling R$2,975,170.00 (two million, nine hundred and seventy-five
thousand, one hundred and seventy reais).
6.1.4. To register that, during the period to exercise preemptive rights and the
period for the subscription of remaining shares, 100,000 (one hundred million)
new non-par, registered, book-entry common shares were subscribed, totaling
R$200,000,000.00 (two hundred million reais), and corresponding to 100% of all
shares available for subscription within the scope of the Capital Increase.
6.1.5. To register that, as a result of the Capital Increase hereby ratified, the
Company's capital stock, fully subscribed and paid, increased from
R$1,072,815,631.80 (one billion, seventy-two million, eight hundred and fifteen
thousand, six hundred and thirty-one reais and eighty centavos), divided into
173,500,000 (one hundred and seventy-three million and five hundred thousand)
non-par, registered, book-entry common shares to R$1,272,815,631.80 (one
billion, two hundred and seventy-two million, eight hundred and fifteen thousand,
six hundred and thirty-one reais and eighty centavos), divided into 273,500,000
(two hundred and seventy-three million and five hundred thousand) non-par,
registered, book-entry common shares.
6.1.6. To register that a general shareholders’ meeting will be convened, in a timely
manner, to resolve on the reform of article 5 of the Company's Bylaws in order to
reflect the Capital Increase hereby ratified.
6.2.
To approve, by unanimous vote, the authorization for the Company’s management
to take all measures and perform all acts necessary for the effect of the ratification of the
Company's Capital Increase, including registrations and approvals in public and private
agencies that may be necessary for such a purpose.
7. CLOSURE, DRAWING UP AND APPROVAL OF THE MINUTES: There being
no further business to discuss, these minutes were drawn up, read, approved and signed
by all attending members.
São Paulo, October 13, 2016.
Presiding Board:
_________________________
Ricardo Barbosa Leonardos
Chairman
________________________
Meyer Joseph Nigri
Secretary
Attending Members:
____________________________
Meyer Joseph Nigri
___________________________
Ricardo Barbosa Leonardos
____________________________
Luiz Antonio Nogueira de França
___________________________
Fernando Tadeu Perez
________________________________
Eduardo Luiz Wurzmann
[Signature page for Minutes of the Board of Directors’Meeting of TECNISA S.A. held on October 13, 2016]