1. - Biosev

BIOSEV S.A
PUBLICLY-HELD COMPANY
CNPJ: 15.527.906/0001-36
NIRE: 35.3.0034518.5
CVM: 22845
MINUTES OF THE BOARD OF DIRECTORS’ MEETING
HELD ON MAY 18, 2015 (“MEETING”), IN THE FORM OF A SUMMARY
1. Date, hour and venue: May 18, 2015 at 9:00 a.m. (São Paulo time), at the office of Biosev
S.A. (“Company”), located at Avenida Brigadeiro Faria Lima, 1355 – 11th floor, in the City of
São Paulo, State of São Paulo, Brazil, Postal Code 01452-919. The participants attended the
meeting by video conference and conference call, as prescribed by article 11, paragraph 2, of the
Company’s Bylaws, and also by delegation of vote, as prescribed by article 11, paragraph 1, of
the Company’s Bylaws, as set out hereunder.
2. Participants: The following Company’s Directors attended the Meeting: Messrs. Claude
Pierre Ehlinger (by way of video conference), Adrien Dominique Lucien Tardy (by way of
video conference), André Roth, Cristiano Biagi (by way of conference call), Ian Clive Barnard
(by way of conference call), Antonio Delfim Netto, Philippe Jean Henri Delleur (by way of
conference call) and Ricardo Barbosa Leonardos (by way of delegation of vote to Mr. Claude
Pierre Ehlinger). The following listeners also attended the Meeting: Messrs. Pablo Machado,
Rui Chammas and Paulo Prignolato.
3. Chairman and Secretary: Mr. Claude Pierre Ehlinger has presided over the Meeting and
Mr. Daniel Schmidt Pitta has acted as the secretary.
4. Agenda: (i) To resolve on the appointment of Mr. Ciro Echesortu substitute, due to his
resignation as member of Company’s Board of Directors, as prescribed by article 12, paragraph
7, of the Company’s Bylaws, in accordance with the article 150 of the Brazilian Corporate Law
and Bylaws, in a manner which the appointed substitute assumes the position until the
Shareholders Extraordinary General Meeting to be held and convened in the same date of the
Company’s Shareholders Ordinary Meeting; (ii) to authorize the President of the Company’s
Board of Directors to convene the Extraordinary General Meeting, in order to report the
resignation of Mr. Ciro Echesortu, as a member of the Company’s Board of Directors, and to
resolve on the election of the new Director, which will remain in the position until the
termination of the substituted Director’s term, (iii) to resolve on the substitution of Mr. Ciro
Echesortu as member of the Company’s Strategic Committee, also including the election of a
new member to recompose the referred committee.
5. Resolution: The attending Directors decided by unanimity and without exceptions:
(i) Regarding the resignation of Mr. Ciro Echesortu, Argentinian, married, agronomist, holder of
a Argentinian passport nº 13736101N, CPF/MF registered under the nº 233.518.308-74, residing
and domiciled at the City of Montevideo, Uruguay, with business address at the Swissair
Center, 29 Route de l’Aéroport, 1215, Genève, Switzerland, as member of the Board of
Directors, according to the letter presented to the Company, which will be filed in its
headquarters, approved the nomination of Mr. Adrian Gustavo Isman, Argentinian, business
manager, holder of the identity card RNE nº V-317004-F, CPF/MF registered under the nº
227.595.618-28, residing and domiciled in the City of São Paulo, with business address at
Avenida Brigadeiro Faria Lima, nº 1.355, 14th floor, Pinheiros, in the City of São Paulo, state of
São Paulo, to occupy the vacant position of member of the Company’s Board of Directors in
substitution of the resigned member, as prescribed in the article 12, paragraph 7, of the
Company’s Bylaws, in accordance with the article 150 of the Brazilian Corporate Law and
Bylaws, until the Shareholders Extraordinary General Meeting to be held and convened in the
same date of the Shareholders Ordinary General Meeting, scheduled for the July 22, 2015,
according to the Company’s annual calendar of events. Mr. Adrian Gustavo Isman declared,
under the penalty of law, that he fulfills all the requirements prescribed in the article 147 of the
Brazilian Corporate Law and Bylaws and also in the CVM Instruction nº 367/2002, to his
appointment as member of Company’s Board of Directors, and will assume the position by way
of the signing of (a) the respective Instrument of Investiture recorded in the Book of Minutes of
the Company’s Board of Directors Meetings, as prescribed in the article 149 of the Brazilian
Corporate Law and Bylaws, (b) the statement referred in the CVM Instruction nº 367/2002 and
the article 147 of the Brazilian Corporate Law and Bylaws, and (c) adhesion form to the
BM&F-BOVESPA’s New Market Listing Regulation;
(ii) Authorize the President of the Company’s Board of Directors to, opportunely, convene the
Company’s Shareholders Ordinary Meeting, in order to report the resignation of Mr. Ciro
Echesortu as member of the Company’s Board of Directors, and to resolve on the election of the
new member to occupy the mentioned position until the termination of the resigned member’s
mandate, which terminates in the Company’s Shareholders Ordinary Meeting that will
appreciate the financial statements of the fiscal year terminating in March 31, 2016, as
prescribed in the article 12, paragraph 7, of the Company’s Bylaws. The attending Directors
also approved that the mentioned Extraordinary General Meeting shall be held and convened in
the same date of the Company’s Shareholders Extraordinary Meeting, scheduled to the July 22,
2015, in accordance to the Company’s annual calendar of events;
(iii) Approved the substitution of Mr. Ciro Echesortu as member of the Company’s Strategic
Committee, position that Mr. Echesortu was elected in the terms of the Company’s Board of
Directors Meeting, held in February 13, 2014, registered in the Board of Trade of the State of
São Paulo under the nº 159.731/14-8, session of May 5, 2014, so that this position shall be
occupied by Mr. Adrian Gustavo Insman, above mentioned, now appointed as the new member
of the Strategic Committee. Due to this resolution, Adrien Dominique Lucien Tardy, Adrian
Gustavo Isman and Márcio Alvaro Moreira Caruso currently compose the Company’s Strategic
Committee.
Finally, the Chairman of the Company’s Board of Directors and the President of the Company
expressed their gratitude to Mr. Cyrus Echesortu for his outstanding contributions to the
Company.
6. Closing: With nothing more to address, the Meeting was discontinued. The minutes of the
Meeting has been prepared, read and approved by all attending Directors.
7. Signatures: Claude Pierre Ehlinger – Chairman of the Meeting; Daniel Schmidt Pitta
– Secretary of the Meeting. Directors: Claude Pierre Ehlinger, Adrien Dominique Lucien
Tardy, André Roth, Cristiano Biagi, Ian Clive Barnard, Antonio Delfim Netto, Philippe Jean
Henri Delleur e Ricardo Barbosa Leonardos (by way of delegation of vote to Mr. Claude Pierre
Ehlinger).
This counterpart is a true copy of the original counterpart drafted in the book of minutes.
São Paulo, May 18, 2015
___________________
Daniel Schmidt Pitta
Secretary