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Minutes of the Board of Directorsí Meeting held on November 1, 2013

Minutes of the Board of Directors’ Meeting held on November 1, 2013

1. DATE, TIME AND VENUE: November 1, 2013, at 4:00 p.m., at the Company’s headquarters located at prolongamento da Avenida Antonio Manço Bernardes, s/n°, Rotatória Família Vilela de Queiroz, Chácara Minerva, CEP 14.781-545, in the city of Barretos, state of São Paulo

2. PRESIDING: Edivar Vilela de Queiroz chaired the meeting and Fernando Galletti de Queiroz acted as secretary.

3. CALL NOTICE: The call notice was waived given the presence of all members of the Company’s Board of Directors, pursuant to the sole paragraph of article 5 of the Company’s Bylaws.

4. ATTENDANCE: All members of the Company’s Board of Directors attended the meeting.

5. AGENDA: The Company’s Board members met to resolve on (A) the execution of an investment agreement between (i) the Company, (ii) BRF S.A., a publicly-held company with headquarters at Avenida Jorge Tzachel, n.° 475, Fazenda, CEP 88.301-600, in the city of Itajaí, state of, whose articles of incorporation are filed with the Santa Catarina State Registry of Commerce under no. 42.300.034.240 (NIRE), inscribed in the corporate roll of taxpayers (CNPJ/MF) under no. 01.838.723/0001-27, registered with the Brazilian Securities and Exchange Commission as a category A publicly-held company under the code 1629-2 ("BRF") and (iii) VDQ Holdings S.A., a publicly-held company with headquarters at Rua 28, 015, sala 4, Bairro Melo, CEP 14.780-110, in the city of Barretos, state of São Paulo, whose articles of incorporation are filed with the São Paulo State Registry of Commerce under no. 35.300.344.031 (NIRE) inscribed in the corporate roll of taxpayers (CNPJ/MF) under no. 08.803.085/0001-58 ("VDQ"); (B) the exchange ratio agreed between the managements of the Company and BRF for the merger of the shares regulated by the Investment Agreement, pursuant to article 252 of Brazilian Corporation Law; (C) the execution of a supply contract between the Company and BRF; and (D) authorization for the Company’s Board of Executive Officers to practice all the acts necessary for the implementation of these resolutions.

6. RESOLUTIONS: After discussing the matters on the Agenda, the Board of Directors resolved unanimously and without restrictions:

6.1. To approve the execution of an investment agreement between the Company, BRF and VDQ, in order to regulate the terms and conditions for the implementation of a transaction, through which, subject to certain conditions precedent, Minerva will merge all the shares of a pre-operational closely-held company owned outright by BRF and/or its subsidiaries, which will retain the assets and cattle slaughtering operations currently held and run by BRF at its Várzea Grande and Mirassol do Oeste plants, as well as the BRF employees involved in these activities ("Newco Divisão de Bovinos"), with a consequent increase in Minerva’s capital ("Investment Agreement").

6.1.1. To approve the exchange ratio agreed between the managements of the Company and BRF for the merger of shares, pursuant to article 252 of Brazilian Corporation Law, resulting in the issue of twenty-nine million (29,000,000) new common shares by the Company for each common share issued by Newco Divisão de Bovinos.

6.1.2. The final version of the Investment Agreement was submitted to the evaluation of the Board of Directors and a copy was subsequently initialed by the Chairman and Secretary of the Meeting and filed at the Company’s headquarters.

6.2. To approve the execution of a supply contract between the Company and BRF in order to regulate the terms and conditions of the supply, by the Company to BRF, of certain beef by-products, whose effectiveness will depend on the conclusion of the merger of shares envisaged in the Investment Agreement ("Supply Contract").

6.2.1. The final version of the Supply Contract was submitted to the evaluation of the Board of Directors and a copy was subsequently initialed by the Chairman and Secretary of the Meeting and filed at the Company’s headquarters.

6.3. To authorize the Company’s Board of Executive Officers to take all the measures and practice all the acts necessary for the implementation of the resolutions taken under items 6.1 and 6.2 above, and to ratify all such acts already undertaken by the Board of Executive Officers, if applicable.

7. CLOSURE AND DRAWING UP OF THE MINUTES: There being no further business to discuss, the Chairman offered the floor, which was declined. The meeting was then adjourned for the drawing up of these minutes, which were read, approved and signed by all attending Board members. Venue and Date: Barretos, November 1, 2013. Presiding: Edivar Vilela de Queiroz - Chairman; Juliana Helena Desani Garcia - Secretary. Attending Board Members: Edivar Vilela de Queiroz; Antonio Vilela de Queiroz; Ibar Vilela de Queiroz, Norberto Lanzara Giangrande Júnior, Alexandre Mendonça de Barros, José Luiz Rego Glaser, João Pinheiro Nogueira Batista and Sérgio Carvalho Mandin Fonseca.

This is a free English translation of the original minutes drawn up in the Minutes Book of the Company’s Board of Directors Meetings.

Barretos, November 1, 2013.

_____________________________
Juliana Helena Desani Garcia
Secretary


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E-mail: ri@minerva.com.br

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