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Material Fact - Issuance of New Notes

Material Fact

Issuance of New Notes

Barretos (SP), January 17, 2013 - Minerva S.A. ("Company"), one of the leaders in South America in the production and sale of fresh beef, live cattle and cattle byproducts, and whose operations also include the beef, pork and poultry processing segments, hereby informs its shareholders and the market of the pricing of 7.75% Notes due 2023 (the "New Notes") issued by its subsidiary, Minerva Luxembourg S.A. ("Issuer").

The Company will issue US$850,000,000 principal amount of New Notes on the international market through the Issuer. The New Notes will pay interest semiannually at a coupon of 7.75% p.a. The Company will guarantee all of the Issuer’s obligations under the New Notes. The proceeds from the New Notes will be used for the early redemption of debt securities issued on the international market by the Company’s subsidiaries, with maturities scheduled in 2017, 2019 and 2022.

The New Notes will be placed on the international market and have been offered and sold to qualified institutional buyers in the United States in reliance on Rule 144A under the Securities Act of 1933, as amended (the "Securities Act") and to non-U.S. persons in offshore transactions outside the United States in accordance with Regulation S under the Securities Act.

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