Free Translation

BIOSEV S.A.

PUBLICLY-HELDCOMPANY

CNPJ: 15.527.906/0001-36

NIRE: 35.3.0034518.5

CVM: 22845

MINUTE OF THE EXTRAORDINARY MEETING OF THE BOARDS OF DIRECTORS OF JANUARY 15, 2021

("MEETING"), IN SUMMARY FORM

  1. Date, time and location: January 15, 2021, at 10:00 am (São Paulo time), at the headquarters of Biosev
    SA ("Company"), located at Avenida Brigadeiro Faria Lima, nº 1,355, 11th floor, Pinheiros, in the City of São Paulo, State of São Paulo, Brazil, CEP 01452-919. The Directors participated in the Meeting by videoconference, pursuant to Article 11, paragraph 2, of the Company's Bylaws, and by means of vote delegation, pursuant to Article 11, paragraph 1, of the Company's Bylaws, as below indicated.
  2. Participants:The following Directors of the Company participated in the Meeting: Messrs. Adrian Gustavo Isman (by videoconference), Patrick Julien Treuer (by vote delegated to Mr. Adrian Gustavo Isman), Enrico Biancheri (by videoconference), André Roth (by videoconference), Federico Adrian Cerisoli (by videoconference), Philippe Jean Henri Delleur (by vote delegated to Mr. Adrian Gustavo Isman), Ricardo Barbosa Leonardos (by videoconference) and Neil Balfour (by videoconference). Also attending the meeting, as invitees, Messrs. Juan Jose Blanchard, Leonardo Oliveira D'Elia, Daniela Agnes Luci Gragnoli Aragão Lamoglia and Georges Edouard Duriez, members of the Company's management team, and Gabriela Ramos Lanna. All invitees attended the meeting by videoconference.
  3. Chairman and Secretary: Mr. Adrian Gustavo Isman chaired the Meeting and Mrs. Daniela Agnes Luci Gragnoli Aragão Lamoglia served as secretary.
  4. Agenda: Take notice of the update on the potential M&A transaction and, in this context, resolve on the next steps of the project, including, if applicable, the submission of the transaction to the Brazilian Anti-Trust authority (CADE) prior to the conclusion of the negotiations and execution of the respective instruments.
  5. Presentation and Debates: Certain members of the Company's management team and other invitees presented material related to the agenda, according to the material that, initialed by the Secretary, is filed at the Company's headquarters in the Board of Directors' Meeting Minutes Book ("Supporting Material"). The members of the Board of Directors discussed and clarified their doubts regarding the Supporting Material provided and the presentation made, with no further questioning, nor objections in relation to what was presented or what was clarified.
  6. Deliberations: The members of the Board of Directors attending the Meeting took notice of the current status of the potential M&A project which may, eventually, result in a transaction between the Company and Raízen ("Potential Transaction"), as per the Material Fact disclosed on September 9, 2020. In this context, the Board of Directors, unanimously and without any reservations, (i) authorized the Executive Office of the Company, if and when deemed appropriate, depending on the evolution of the current discussions with Raizen, to submit the Potential Transaction to the analyzes of the Brazilian anti-trust authority (CADE) prior to the conclusion of the negotiations and the execution of the definitive agreements, pointing out that the Potential

1

Free Translation

Transaction has not been analyzed by the Board at this moment, and that its definitive terms and conditions are still under negotiation and therefore subject to the review of the non-statutory Strategic Committee of the Company and the approval of this Board of Directors in a meeting to be called for this purpose in due course; and

  1. approved the implementation, by the Executive Office of the Company, of all acts and procedures required for the evolution of the Potential Transaction and for its prior submission to CADE, if and when deemed appropriate.
  1. Closing:There being nothing more to discuss, the Meeting was adjourned. The minutes of the Meeting were prepared, read and approved by all participating Directors.
  2. Signatures:

ADRIAN GUSTAVO ISMAN

DANIELA AGNES LUCI GRAGNOLI ARAGÃO

Chairman

LAMOGLIA

Secretary

ADRIAN GUSTAVO ISMAN

PATRICK J. TREUER

Director

Director

(by vote delegated to Sr. Adrian Isman)

FEDERICO ADRIAN CERISOLI

ANDRÉ ROTH

Director

Director

ENRICO BIANCHERI

RICARDO BARBOSA LEONARDOS

Director

Director

PHILIPPE JEAN HENRI DELLEUR

NEIL ROXBURGH BALFOUR

Director

Director

São Paulo, January 15, 2021.

2

This is an excerpt of the original content. To continue reading it, access the original document here.

Attachments

  • Original document
  • Permalink

Disclaimer

Biosev SA published this content on 14 January 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 January 2021 16:51:06 UTC