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Material Fact - Acquisition of Company in Uruguay

MATERIAL FACT

Acquisition of Company in Uruguay

Minerva S.A. ("Minerva" or "Company"), one of the leaders in South America in the production and sale of fresh beef, live cattle and cattle byproducts, with operations also in the beef, pork and poultry processing segments, pursuant to CVM Instruction 358, of January 3, 2002, announces to its shareholders and the market in general the acquisition, in Uruguay, of Frigorífico Matadero Carrasco S.A. ("Frigorífico Carrasco"), through the execution of a purchase agreement for the acquisition of 100% of the shares issued by the Uruguayan plant.

The transaction will total US$37 million (thirty-seven million dollars), already including working capital of which US$17 million will be paid in cash, US$10 million payable on April 30, 2015 and US$10 million could be payable with 1,700,000 (one million and seven hundred thousand) shares issued by Minerva S.A. (BEEF3), which shall be transferred within one year and released in three years (1/3 per year) as of April 30, 2015. The acquisition is still subject to several authorizations and conditions precedent, which are usual in this type of operation, including legal and financial due diligence.

Frigorífico Carrasco, a corporation headquartered in Uruguay with a cattle slaughtering and processing plant in Montevideo and a renowned brand in the domestic market, has a slaughtering and deboning capacity of 900 head/day. Frigorífico Carrasco recorded revenue of approximately US$140 million in 2013. The domestic market accounted for 1/3 of total sales. The main export markets were the European Union, China, Israel and Nafta countries. With this acquisition, Minerva will increase its capacity to approximately 2,400 head/day in the country and will have a market share of around 18% of exports. We also believe there will be material synergy gains with our existing Uruguayan plant Pul, mainly in administrative areas, cattle purchase and distribution channels.

The acquisition of Frigorífico Carrasco is another successfully completed step in our investment plan, whose main focus is to increase our production capacity in South America, recognizing the excellent moment of the region in the production and sales of beef.

According to the USDA, Uruguay is currently the world’s 15th largest beef producer and the 6th largest beef exporter, exporting to more than 40 markets, including countries that Brazil does not currently reach, such as the United States and Canada. Its cattle herd is estimated at approximately 11 million head and reached a slaughtering volume of approximately 2.23 million head in 2013. Per capita beef consumption in Uruguay is estimated at approximately 60 kilos/year. The country is distinguished for the strong integration of the beef production chain and is considered a benchmark on the relation between production and respect for the environment.

The Company will keep its shareholders informed of the events related to the operation as the due diligence process and negotiation of final contracts advance, pursuant to the current legislation.

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