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Minutes of the Fiscal Council Meeting - Opinion on Capital Increase

Minutes of the Fiscal Council’s Meeting held on September 15, 2014

1. Date, time and venue: September 15, 2014 at 8:00 a.m., at the Company’s headquarters, located at prolongamento da Avenida Antônio 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: Benedito da Silva Ferreira, Chairman; Luiz Cláudio Fontes, Secretary.

3. Call Notice: The call notice was waived given the presence of all members of the Company‘s Fiscal Council.

4. Attendance: All the Company’s Fiscal Council members were present.

5. Agenda: To analyze the proposal, to be submitted to the Company’s Extraordinary Shareholders’ Meeting, concerning the merger of all the shares issued by Mato Grosso Bovinos S.A. ("Newco Bovinos") by the Company, under the terms and conditions set forth in the "Private Instrument of the Protocol and Justification of the Merger, by the Company, of Shares Issued by Mato Grosso Bovinos S.A.", entered into by the Company and Newco Bovinos on September 15, 2014 ("Protocol and Justification"), with a consequent increase in the Company’s capital through the issue of new shares in favor of Newco Bovinos shareholders ("Merger of Shares").

6. Resolutions: Following discussion of the matter on the Agenda, the members of the Company’s Fiscal Council, after examining: (i) the Protocol and Justification; and (ii) the report on the appraisal of the value of the equity of the Newco Bovinos shares to be merged by the Company, drawn up by Verdus Auditores Independentes, inscribed in the roll of corporate taxpayers (CNPJ) under no. 12.865.597/0001-16, whose acts of organization were registered with the 5th São Paulo Official Corporate Deeds Registry on November 5, 2010 under no. 44.34 and whose 1st contractual amendment was registered on August 26, 2013 under no. 252.174, with headquarters at Rua Amália de Noronha, 151, 5° andar, cj. 502, parte - Pinheiros, in the city and state of São Paulo, CEP 05410-010, whose base date is August 31, 2014 ("Appraisal Report"):

6.1 While exercising their attributes within the limits of their competency, unanimously and without restrictions resolved to recommend approval, by the Company’s Extraordinary Shareholders’ Meeting, of the Merger of Shares under the terms and conditions set forth in the Protocol and Justification, including the consequent increase in the Company’s capital, through the issue of twenty-nine million (29,000,000) new shares in favor of Newco Bovinos shareholders, having issued its report in the form of Attachment I hereto.

7. Closure: 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.

Venue and date: Barretos, September 15, 2014. Presiding: (signed) Benedito da Silva Ferreira - Chairman; Luiz Cláudio Fontes - Secretary. Attending Fiscal Council Members: (signed) Benedito da Silva Ferreira, Luiz Cláudio Fontes and Luiz Manoel Gomes Júnior.

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

Barretos, September 15, 2014.

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