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Minutes of the Board of Directors´ Meeting - Approval of the Company´s capital increase

Minutes of the Board of Directors’ Meeting held on February 20, 2014

1. Date, Time and Place: February 20, 2014, at 10:00 a.m., at the Company’s headquarters, located in the City of Barretos, State of São Paulo, at prolongamento da Avenida Antonio Manço Bernardes, s/n°, Rotatória Família Vilela de Queiroz, Chácara Minerva, CEP 14781-545.

2. Presiding: Edivar Vilela de Queiroz, Chairman; Fernando Galletti de Queiroz, Secretary.

3. Call Notice: The call notice was waived in view of the presence of all Board members.

4. Attendance: All Board members attended the meeting.

5. Agenda: To resolve on the approval of the Company’s capital increase in view of the voluntary debenture conversion into shares.

6. Resolutions: The board members analyzed, discussed and approved without restrictions a capital increase in the amount of twenty-nine million, nine hundred and ninety-nine thousand, nine hundred and ninety-three reais and forty-seven centavos (R$29,999,993.47) resulting from the voluntary conversion of thirty thousand (30,000) debentures, in accordance with clause 4.8.1.5 of the Private Deed Instrument of the 2nd Public Issue of Convertible, Subordinated Debentures, in a Single Series, of Minerva S.A., at the conversion price of seven point six zero six three six reais (R$7.60636) per share, into three million, nine hundred and forty-four thousand, and sixty-seven (3,944,067) common shares issued by the Company. The shares approved herein have the same characteristics and conditions and entitle the same rights and advantages attributed to the remaining common shares issued by the Company, including the right to receive dividends, interest on equity and other benefits that may be distributed to the Company. In view of the conversion approved herein, the Company’s capital stock increased from seven hundred and forty-four million, one hundred and forty-one thousand, eight hundred and forty-five reais and seventy-five centavos (R$744,141,845.75), divided into one hundred and forty-five million, fifty-six thousand, and twenty-three (145,056,023) common, registered, book-entry shares, with no par value, to seven hundred and seventy-four million, one hundred and forty-one thousand, eight hundred and thirty-nine reais and twenty-two centavos (R$774,141,839.22), divided into one hundred and forty-nine million and ninety (149,000,090) common, registered, book-entry shares, with no par value.

7. Closure and Drawing up: 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 members.

8. Place and Date: Barretos, February 20, 2014. Presiding: (signed) Edivar Vilela de Queiroz, Chairman; Fernando Galletti de Queiroz, Secretary. Attending Board members: (signed) Edivar Vilela de Queiroz; Antonio Vilela de Queiroz; Ibar Vilela de Queiroz; Norberto Lanzara Giangrande Júnior; Alexandre Lahoz Mendonça de Barros; José Luiz Rego Glaser; and João Pinheiro Nogueira Batista.

This is a free English translation of the original minutes drawn up in the Company’s records.

Barretos, SP, February 20, 2014.

_____________________________
Fernando Galletti de Queiroz
Secretary


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E-mail: ri@minerva.com.br

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