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Minutes of Extraordinary Shareholder´s Meeting

MINUTES OF THE EXTRAORDINARY SHAREHOLDERS’ MEETING HELD ON OCTOBER 1, 2014

1. DATE, TIME AND VENUE: On October 1, 2014, at 10:30 a.m., at the headquarters of MINERVA S.A. ("Company"), in the city of Barretos, State of São Paulo, on the extension of Avenida Antonio Manço Bernardes, s/n, at Rotatória Família Vilela de Queiroz, Chácara Minerva, CEP 14.781-545.

2. PRESIDING BOARD: The meeting was presided over by Edivar Vilela de Queiroz who invited Juliana Helena Desani Garcia to act as secretary.

3. DOCUMENTS MADE AVAILABLE TO THE SHAREHOLDERS: All documents related to the matters on the agenda, including the minutes of the consolidated version of the Company’s bylaws with the amendment proposals mentioned and the management proposal including the information and documents necessary to exercise the voting right at the shareholders’ meeting, were made available to the shareholders at the Company’s headquarters and published on the internet pages of the Company (www.minervafoods.com), the Brazilian Securities and Exchange Commission (www.cvm.gov.br) and the BM&FBovespa S.A. - Securities, Commodities and Futures Exchange (www.bmfbovespa.com.br) on September 16, 2014.

4. CALL NOTICE: The call notices were published on first call in accordance with Article 124 of Law no. 6.404, of December 15, 1976, as amended ("Brazilian Corporation Law"): (i) on the Diário Oficial do Estado de São Paulo newspaper, editions of September 16, 17 and 18, 2014, pages 7, 3 and 13, respectively; (ii) on the "O Estado de São Paulo" newspaper, editions of September 16, 17 and 18, 2014, pages B11, B13 and B8, respectively; and (iii) on the "O Diário" newspaper, editions of September 16, 17 and 18, 2014, pages 3, 5 and 5, respectively.

5. ATTENDANCE: Shareholders representing approximately seventy-one point five four percent (71.54%) of the Company’s voting capital, as per the signatures in the "Shareholder Attendance Book". Also attended the meeting Luiz Manoel Gomes Junior, member of the Company’s fiscal council, and Eduardo Luiz Rota and Fabricio La Gamba, representative of the Appraisal Company (as defined below).

6. AGENDA: The shareholders met to examine, discuss and vote on the following agenda: (i) approval of the "Private Instrument of the Protocol and Justification of Merger of Shares Issued by Mato Grosso Bovinos S.A. into Minerva S.A.", entered into by and between the management of the Company and by the management of Mato Grosso Bovinos S.A. on September 15, 2014 ("Protocol and Justification"), which reflects the terms of the merger of the shares (under the terms of Article 252 of Brazilian Corporation Law) issued by Mato Grosso Bovinos S.A., corporation duly constituted and existing in accordance with the laws of Brazil, with headquarters in the city and state of São Paulo, at Avenida Escola Politécnica, no. 760, 1° andar - sala 1, CEP 05350-901, inscribed in the roll of corporate taxpayers (CNPJ/MF) under number 15.514.479/0001-51, with its charter registered with the São Paulo State Board of Commerce (JUCESP) under NIRE 3530046398-6 ("Newco Bovinos"), by the Company ("Merger of Shares"); (ii) approval of the Company’s capital increase in the amount R$ 60,000,000.00 (sixty million), with the issue of 29,000,000 (twenty-nine million) new registered, book-entry common shares with no par value, to be paid in by the complete merger of Newco Bovinos shares under the terms and conditions set forth in the Protocol and Justification, said shares being 100% assigned to the shareholders of Newco Bovinos; (iii) ratification of the appointment and contracting of Verdus Auditores Independentes, ordinary partnership, inscribed in the roll of corporate taxpayers (CNPJ) under number 12.865.597/0001-16, with its charter registered at the 5th Registry of Titles and Documents and Civil Registry of Legal Entities, on November 05, 2010, under registration 44.34, and 1st Amendment thereto on August 26, 2013, under registration 52.174, with headquarters at Rua Amália de Noronha, 151, 5° andar, cj. 502, parte - Pinheiros, São Paulo - SP, CEP 05410-010 ("Auditing Firm"), as specialized company hired to prepare an auditor’s appraisal report on the value of the net worth of the Newco Bovinos shares to be merged by Company; (iv) approval of the auditor’s appraisal report on the value of the net worth of the Newco Bovinos shares to be absorbed by Company prepared by the Auditing Firm ("Auditor’s Appraisal Report"); (v) approval of the Merger of Shares, under the terms and conditions of the Protocol and Justification, authorizing the managers to take the necessary measures to implement it; (vi) approval of the modification of the Company bylaws as a result of the Merger of Shares, to reflect, (i) the capital increase, changing the wording of article 5 and 6, (ii) the change in the composition of the Board of Directors of the Company, which shall be composed of 10 (ten) sitting members and their respective alternates, and composed of two vice-chairmen, consequently changing the wording of articles 11, 16, 17, 18, (iii) modification of specific responsibilities of the Company’s board of directors, changing the wording of article 19, and (iv) other changes in the wording of articles 2, 15, 20 and 28; as described below in detail; (vii) approval of the restatement of the new wording of the Company bylaws to reflect the proposed changes; and (viii) election of 2 (two) new members to the Board of Directors of the Company, in line with the proposal to reform the Company bylaws and consequent change in the composition of its Board of Directors.

7. RESOLUTIONS TAKEN: The shareholders’ meeting was installed and the reading of the documents and proposals object of the agenda was waived. After examining, discussing and voting on the matters on the agenda, the attending shareholders resolved the following:

7.1. To unanimously approve the drawing up of the minutes in summary format, including dissents and protests, as well as the transcription only of the resolutions taken, in accordance with Article 130, paragraph 1, of the Brazilian Corporation Law, as well as the publication of the minutes omitting the shareholders’ signatures, pursuant to paragraph 2, of Article 130 of the Brazilian Corporation Law.

7.2. Excluding abstentions, with the contrary votes dully authenticated by the presiding board being filed at the Company’s headquarters, to approve, by majority of vote, the Protocol and Justification, which reflects the terms of the Merger of Shares.

7.3. Excluding abstentions, with the contrary votes dully authenticated by the presiding board being filed at the Company’s headquarters, to approve, by majority of vote, the increase the Company’s capital of R$ 60,000,000.00 (sixty million Brazilian Reais), with the issuance of 29,000,000 (twenty-nine million) new registered, book-entry common shares with no par value, to be paid by means of the absorption of all Newco Bovinos shares under the terms and conditions set forth in the Protocol and Justification, given that said shares will be fully attributed to the shareholders of Newco Bovinos, as per the subscription bulletins, which are an integral part of these minutes as Annex I. The amount of one hundred twenty million, three hundred nineteen thousand, four hundred and twenty-four reais (R$120,319,424.00), corresponding to the entire difference between the total value of the shares issued by Newco Bovinos and absorbed by the Company, as determined by the Auditor’s Appraisal Report attached to the Protocol and Justification, and the value of the capital increase mentioned in item 7.3, will be fully allocated to create the Company’s capital reserve, as set forth in article 182, paragraph 1, subparagraph "a" of Brazilian Corporation Law.

7.4. Excluding the abstentions and with the shareholders’ votes, dully authenticated by the presiding board, being filed on the Company’s headquarters, to approve, by majority of vote, the ratification of the appointment and contracting of the Appraisal Company, as the specialized company contracted to prepare the Appraisal Report.

7.4.1. To register that, in accordance with the legislation in force, the Appraisal Company declared that: (1) it does not directly or indirectly hold any securities or security-linked derivatives issued by the Company or Newco Bovinos; (2) it does not have a conflict of interest that would jeopardize the independence necessary for the performance of its functions; and (3) there is no restriction, by the controlling shareholders and administrators of the Company or Newco Bovinos, to the execution of the necessary works.

7.5. Excluding the abstentions and with the shareholders’ votes, dully authenticated by the presiding board, being filed on the Company’s headquarters, to approve, by majority of vote, the Appraisal Report.

7.6. Excluding abstentions, with the contrary votes, dully authenticated by the presiding board, being filed at the Company’s headquarters, to approve, by majority of vote, the Merger of Shares, under the terms and conditions set forth in the Protocol and Justification, authorizing the administrators to take all the necessary measures for its implementation.

7.7. Excluding the abstentions, to unanimously approve the amendment of the Company’s bylaws to reflect (i) the capital increase, changing the wording of article 5 and 6, (ii) the change in the composition of the Company’s Board of Directors, which shall be composed of 10 (ten) sitting members and their respective alternates, as well as two vice-chairmen, with subsequent modification of the wording of articles 11, 16, 17 and 18, (iii) a change in specific responsibilities of the board of directors, thus modifying the wording of article 19, and (iv) other changes to the wording of articles 2, 15, 20 and 28; as detailed in the Company’s management proposal for this Shareholders’ Meeting.

7.7.1. In view of the resolution approved in items 7.3. and 7.8.(i) above, Articles 5 and 6 of the Company’s bylaws will take effect with the following reading:

"Article 5. The Company’s fully subscribed and paid-up share capital is eight hundred thirty-four million, one hundred thirty-six thousand and ninety-eight reais and sixty-six centavos (R$834,136,098.66), divided into one hundred seventy-eight million and ninety (178,000,090) registered book-entry common shares with no par value."

"Article 6. The Company is authorized to increase its share capital, independently of an amendment to its Bylaws, up to a limit of two hundred and two million, three hundred and fifty-one thousand, five hundred and eighteen (202,351,518) registered book-entry common shares with no par value. Consequently, another twenty-four million, three hundred fifty one thousand, four hundred and twenty-eight (24,351,428) registered book-entry common shares with no par value can be issued."

7.7.2. In view of the resolution approved in item 7.8.(ii) above, Articles 11, 16, 17 and 18 of the Company’s bylaws will take effect with the following reading:

"Article 11. The Shareholders’ Meeting shall be called and presided over by the Chairman of the Board of Directors or, in the absence or impediment of same, by his alternate or another member of the Board of Directors, Executive Officer or shareholder appointed in writing by the Chairman of the Board of Directors. The Chairman of the Shareholders’ Meeting shall appoint up to two (2) Secretaries."

"Article 16. The Board of Directors shall be composed of ten (10) members, all of whom elected and removable by the Shareholders’ Meeting, with a unified term of office of two (2) years, considering each year as the period between two (2) Annual Shareholders’ Meetings, re-election being permitted.

Paragraph 1. At least twenty percent (20%) of the members of the Board of Directors shall be Independent Members, as defined in paragraph 3 hereof, and expressly declared as such in the minutes of the Shareholders’ Meeting that elects them. Board members elected pursuant to article 141, paragraphs 4 and 5 and article 239 of Corporation Law, are also considered to be Independent Members.

Paragraph 2. When application of the percentage referred to in the above paragraph results in a fractioned number of members, said fraction shall be rounded up to the whole number: (i) immediately higher, if the fraction is equal to or higher than five tenths (0.5); or (ii) immediately lower, if the fraction is lower than five tenths (0.5).

Paragraph 3. For the purpose of this article, the expression "Independent Member of the Board of Directors" means a member of the Board of Directors who: (i) is not related in any way to the Company, except as a shareholder; (ii) is not the Controlling Shareholder (as defined in article 37 of these Bylaws), or the spouse or relative to the second degree of same, or is not or was not, within the last three (3) years, related to the Company or an entity related to the Controlling Shareholder (except for persons linked to public education and/or research institutions); (iii) was not, within the last three (3) years, an employee or Executive Officer of the Company, the Controlling Shareholder or a company controlled by the Company; (iv) is not a direct or indirect supplier or buyer of the Company’s services and/or products to any degree that may cause a loss of independence; (v) is not an employee or manager of any company or entity that is providing or acquiring the Company’s services and/or products to any degree that may cause a loss of independence; (vi) is not a spouse or second degree relative of any manager of the Company; and (vii) does not receive any other compensation from the Company other than that as a member of the Board of Directors (shareholder payments are excluded from this restriction).

Paragraph 4. After the expiration of their term of office, the members of the Board of Directors shall remain in office until the investiture of the newly elected members.

Paragraph 5. Members of the Board of Directors or their alternates shall not have access to any information or participate in Board of Directors’ meetings concerning matters in which they may have an interest or may represent interests that conflict with those of the Company.

Paragraph 6. In order to improve the performance of their duties, the Board of Directors may create committees or working groups with specified purposes, which shall function as advisory bodies without any decision-making power, for the sole purpose of assisting the Board of Directors, comprising persons appointed from among Management and/or other persons related, either directly or indirectly, to the Company."

"Article 17. The Board of Directors shall have one (1) Chairman and two (2) Vice-Chairmen, who shall be elected by a majority vote of those present at the first Board of Directors meeting following the investiture of the members, or whenever such positions are vacated.

Paragraph 1. The Board of Directors’ meetings will be called by the Chairman of the Board of Directors or any of the two (2) Vice-Chairmen, and will be presided over the Chairman of the Board of Directors, except when other Board Member is appointed thereby, in writing, to preside over the meeting.

Paragraph 2. In Board of Directors’ resolutions, the Chairman (or his or her alternate, as the case may be), shall be entitled, in addition to his or her own vote, to the casting vote, in case of a tied vote. Each member shall be entitled to one (1) vote and resolutions shall be taken by the favorable vote of the majority of the attending board members.

Paragraph 3. In case of the temporary absence or vacancy due to resignation, death or any other reason provided for by law of a member of the Board of Directors, the respective alternate will be entitled to participate and vote at the meetings of the Board of Directors until the respective sitting member‘s effective replacement."

"Article 18. The Board of Directors shall meet: (i) ordinarily, at least once a quarter upon the call of the Chairman or any one of the two (2) Vice-Chairmen, in writing at least fifteen (15) days in advance, together with the date, time, venue, detailed agenda and documents to be considered at said meeting, if any. Any member may, by means of a written request to the Chairman, include items on the agenda. The Board of Directors may also resolve, by a unanimous vote, on any other matters not included in the agenda of the quarterly meeting; and (ii) extraordinarily, at any time, upon the call of the Chairman or any one of the two (2) Vice-Chairmen, in writing, at least fifteen (15) days in advance, together with the date, time, venue, detailed agenda and documents to be considered at said meeting, if any. The Board of Directors may also resolve, by a unanimous vote, on any other matter not included in the agenda of said special meetings.

Paragraph 1. Board of Directors’ meetings may be held by conference call, video conference or any other means of communication allowing the identification of the members and simultaneous communication with the other persons attending the meeting.

Paragraph 2. The call notices shall be made by means of a written communication delivered to each member of the Board of Directors at least fifteen (15) days in advance, unless the majority of its sitting members establish a shorter period, which must not, however, be less than forty-eight (48) hours.

Paragraph 3. All resolutions of the Board of Directors shall be drawn up in the respective Board of Directors’ Meetings Minutes Book, and a copy of these minutes shall be delivered to each member after the meeting."

7.7.3. In view of the resolution approved in item 7.8.(iii) above, Article 19 of the Company’s bylaws will take effect with the following reading:

"Article 19. It shall be incumbent upon the Board of Directors, in addition to the other attributes provided for by law or by these Bylaws:

I. to provide the general guidelines for the Company’s businesses;

II. to elect and remove the Company’s Executive Officers, as well as determine their responsibilities;

III. to establish the Executive Officers’ compensation, indirect benefits and other incentives, within the overall management compensation approved by the Shareholders’ Meeting;

IV. to supervise the activities of the Executive Officers, examine the Company’s books and documents at any time, request information concerning agreements entered into or about to be entered into and any other acts;

V. to elect and remove the independent auditors and call upon them to provide any explanations deemed necessary on any matter;

VI. to evaluate the Management Report, the Board of Executive Officers’ accounts and the Company’s financial statements and resolve on their submission to the Shareholders’ Meeting;

VII. to approve and revise the annual budget, the capital budget, the business plan and the multi-year plan, which shall be revised and approved annually, as well as formulate a capital budget proposal to be submitted to the Shareholders’ Meeting for profit retaining purposes;

VIII. to resolve on the calling of a Shareholders’ Meeting, whenever deemed necessary, or pursuant to article 132 of Corporation Law;

IX. to submit to the Annual Shareholders’ Meeting a proposal for the allocation of net income for the fiscal year, as well as resolve on the opportunity of preparing semi-annual or interim balance sheets, and the payment of dividends or interest on equity resulting from such balance sheets, as well as the payment of interim dividends from the accrued profit or profit reserve accounts in the last annual or semi-annual balance sheet;

X. to present any proposals for the amendment of the Bylaws to the Shareholders’ Meeting;

XI. to present the Shareholders’ Meeting with proposals for the Company’s dissolution, consolidation, spin-off or merger and the incorporation, by the Company, of other companies, as well as the constitution, dissolution or liquidation of subsidiaries and the installation and closure of industrial plants in Brazil or abroad;

XII. (A) to express its prior opinion on any matter to be submitted to the Shareholders’ Meeting, and (B) approve the Company’s vote on any corporate resolution related to the Company’s controlled or associated companies whose purposes are listed in items III, IV, V and VI of Article 12 hereof and items XV, XXIII, XXIV, XXV and XXVI of this Article 19, given that the Company‘s Board of Executive Officers will be entitled to approve the Company’s vote in any other corporate resolution related to the Company’s subsidiaries or affiliated companies whose purpose does not include the matters specified above;

XIII. to authorize the issue of Company shares within the limits determined by article 6 of these Bylaws, establishing the price, payment term and conditions of said issue, and exclude preemptive rights or reduce the term for their exercise in regard to the issue of shares, warrants and convertible debentures which are listed on the stock exchange or offered by means of public subscription or public offer for the acquisition of Control, as provided for by law;

XIV. to resolve on the issue of warrants, as provided for in paragraph 2 of article 6 of these Bylaws;

XV. to grant stock options to managers, employees or persons that provide services to the Company or companies controlled by the Company, while excluding the preemptive right of the shareholders, in accordance with the provisions of the stock option plans approved by the Shareholders’ Meeting;

XVI. to resolve on the acquisition of Company shares to be cancelled or held in treasury for subsequent sale, in compliance with the pertinent legal provisions;

XVII. To deliberate on the issue of simple debentures and, always respecting the authorized capital limits, debentures convertible into shares, of any class, type or guarantee;

XVIII. to resolve, when delegated to do so by the Shareholders’ Meeting, on the issue of Company of debentures convertible into shares, which exceeds the authorized capital limit, with respect to their (a) their maturity, amortization or redemption times and conditions; (b) the times and conditions of interest payments, profit sharing and reimbursement premiums, if any; and (c) the type of subscription or offering, and the type of debenture;

XIX. to establish the limits of the Board of Executive Officers’ competence in regard to the issue of any credit instruments to raise funds, either bonds, notes, commercial papers or other instruments commonly used on the market, as well as to determine their issuance and redemption conditions and, if deemed necessary, determine prior authorization of the Board of Directors as a condition for the validity of said issues;

XX. to establish the amount of the profit-sharing of the Executive Officers and employees of the Company and of the companies controlled by the Company and, if deemed necessary, the non-payment of same;

XXI. to decide on the payment or crediting of interest on equity to the shareholders in accordance with applicable legislation;

XXII. to authorize the acquisition or disposal of equity interests, as well as the leasing of industrial plants and the formation of corporate associations or strategic partnerships with third parties;

XXIII. to establish the limits of the Board of Executive Officers’ competence in regard to the acquisition or disposal of permanent assets and properties, as well as authorize the acquisition or disposal of permanent assets in an amount exceeding the limit of competence of the Board of Executive Officers, except when said transactions are included in the Company’s annual budget;

XXIV. to establish the limits of the Board of Executive Officers’ competence in regard to the provision of guarantees and suretyships for the Company’s obligations, as well as authorize the provision of guarantees and suretyships for the Company’s obligations exceeding the limit of competence of the Board of Executive Officers;

XXV. to approve the execution, amendment or termination of any agreements or contracts between the Company and companies related (as defined in the Income Tax Regulations) to the managers, it being understood that the non-approval of the execution, amendment or termination of any agreements or contracts provided for in this item shall cause the nullity of the respective agreement or contract;

XXVI. to establish the limits of the Board of Executive Officers’ competence in regard to the contracting of debt, in the form of a loan or a debt issue or the assumption of debt, or any other legal transaction affecting the Company’s capital structure, as well as authorize the contracting of a debt, in the form of a loan or a debt issue or the assumption of debt, or any other legal transaction affecting the Company’s capital structure exceeding the limit of competence of the Board of Executive Officers;

XXVII. to grant, in special cases, specific authorization for certain documents to be signed by one Executive Officer only, said authorization to be recorded in the proper book;

XXVIII. to approve the contracting of the bookkeeping institution for the Company’s shares;

XXIX. to approve the policies for disclosing information to the market and trading in the Company’s securities;

XXX. to define the triple list of the institutions or companies specialized in the economic appraisal of companies for the preparation of the appraisal report related to the Company’s shares, in the event of a public tender offer for the cancellation of the Company’s registration as a publicly-held company or delisting from the Novo Mercado segment, as defined in article 45 of these Bylaws;

XXXI. to issue an opinion for or against any public tender offer for the acquisition of shares issued by the Company, through a previously substantiated opinion, published within fifteen (15) days as of the publication of the notice of tender offer for the acquisition of shares, which should address at least (i) the convenience and opportunity of the tender offer in regard to the interests of all shareholders and the liquidity of its securities; (ii) the repercussions of the tender offer on the Company’s interests; (iii) the strategic plans disclosed by the offeror in relation to the Company; (iv) other issues that the Board of Directors considers to be pertinent, as well as the information required by the applicable rules established by the CVM;

XXXII. to resolve on any matter submitted to the Board of Directors by the Board of Executive Officers, as well as invite the Board of Executive Officers for joint meetings, whenever deemed convenient;

XXXIII. to create Committees and establish their respective rules and responsibilities; and

XXXIV. to determine, pursuant to these Bylaws and the applicable legislation, on the agenda of their work and adopt or establish the regulations for their operations."

7.7.4. In view of the resolution approved in item 7.8.(iv) above, Articles 2, 15, 20 and 28 of the Company’s bylaws will take effect with the following reading:

"Article 2. The Company’s head offices and forum are located in the City of Barretos, State of São Paulo, on the extension of Avenida Antonio Manço Bernardes, n/n, at Rotatória Família Vilela de Queiroz, Chácara Minverva, CEP 14781-545. The Company may open, close and change the address of branches, agencies, warehouses, distribution centers, offices and any other establishments in Brazil or abroad by resolution of the Board of Executive Officers, in compliance with the provisions of article 21, item IV, of these Bylaws."

"Article 15. Except when provided for in these Bylaws, a meeting of any management body is valid when attended by the majority of its respective members.

Sole Paragraph. A call notice for the meeting may only be dispensed with if all members are present. Members or Executive Officers expressing their vote by delegating another member of the respective body to vote on their behalf, or by prior written vote or by a vote sent by fax, email or any other means of communication, shall be deemed to be present at the meeting."

"Article 20. The Board of Executive Officers, whose members shall be elected and removed from office at any time by the Board of Directors, shall be composed of between two (2) and seven (7) Officers, who shall be designated Chief Executive Officer, Financial Officer, Investor Relations Officer, Commercial and Logistics Officer, Executive Officers, and Supply Officer. The positions of Chief Executive Officer and Investor Relations Officer are mandatory. The Executive Officers shall have a unified term of office of two (2) years, each year being defined as the period between two (2) Annual Shareholders’ Meetings, re-election being permitted.

Paragraph 1. Except in the case of vacancies, the election of the Board of Executive Officers shall occur no later than five (5) business days after the date of the Annual Shareholders’ Meeting, and the investiture of those elected shall coincide with the expiration of the term of office of their predecessors.

Paragraph 2. In the event of the resignation, or removal from office, of the Chief Executive Officer or Investor Relation Officer, if said occurrence results in non-compliance with the minimum number of Executive Officers, the Board of Directors shall be called to elect a substitute, who shall complete the term of office of the replaced Officer.

Paragraph 3. It shall be incumbent upon the Chief Executive Officer to: (i) perform and cause the performance of the resolutions of the Shareholders’ and Board of Directors’ Meetings; (ii) to establish goals and targets for the Company; (iii) to direct and supervise the preparation of the Company’s annual budget, capital budget, business plan and multi-year plan; (iv) to coordinate, manage, direct and supervise all the Company’s businesses and operations in Brazil and abroad; (v) to coordinate the activities of the other Executive Officers of the Company and its subsidiaries, in compliance with the specific attributions provided for in these Bylaws; (vi) to direct, at the highest level, the Company’s public relations and institutional advertising; (vii) to call and preside over the Board of Executive Officers’ meetings; (vii) to represent the Company, either personally or through a designated proxy, in the Shareholders’ Meetings or other corporate acts of companies in which the Company retains an interest; and (ix) any other attributes to be determined opportunely by the Board of Directors.

Paragraph 4. It shall be incumbent upon the Chief Financial Officer to: (i) coordinate, manage, direct and supervise the Company’s financial and accounting areas; (ii) to direct and provide guidance for the preparation of the annual budget and capital budget; (iii) to direct and provide guidance in regard to the Company’s treasury activities, including the raising and management of funds, as well as the hedge policies previously defined by the Chief Executive Officer; and (iv) any other attributes to be determined opportunely by the Chief Executive Officer.

Paragraph 5. It shall be incumbent upon the Investor Relations Officer to: (i) coordinate, manage, direct and supervise the Company’s investor relations areas; (ii) to represent the Company before shareholders, investors, market analysts, the CVM, the Stock Exchanges, the Central Bank of Brazil and other controlling bodies and institutions related to the activities developed in the capital market in Brazil and abroad; (iii) any other attributes to be determined opportunely by the Chief Executive Officer.

Paragraph 6. It shall be incumbent upon the Commercial and Logistics Officer to: (i) coordinate, manage, direct and supervise the commercial and logistics area; (ii) to establish a relationship policy with customers in line with their business segments and markets; (iii) to establish sales targets for the commercial area team; (iv) to monitor customer default; (v) to maintain relations with the Company’s main service providers; (vi) to coordinate cost negotiations; and (vii) any other attributes to be determined opportunely by the Chief Executive Officer.

Paragraph 7. It shall be incumbent upon the Executive Officer to: (i) help the Chief Executive Officer supervise, coordinate, direct and manage the Company’s activities and businesses; and (ii) any other attributes to be determined opportunely by the Chief Executive Officer.

Paragraph 8. It shall be incumbent upon the Supply Officer to: (i) define the Company’s purchasing policy; (ii) to manage activities related to the purchase of livestock, meat from third parties, raw material, packaging and other production inputs; (iii) to maintain relations with the Company’s main suppliers; and (iv) any other attributes to be determined opportunely by the Chief Executive Officer."

"Article 28. When installed, the Fiscal Council shall be composed of at least three (3) and at most five (5) sitting members and alternates in an equal number, shareholders or not, elected and removable at any time by the Shareholders’ Meeting.

Paragraph 1. The term of office of the members of the Fiscal Council shall last until the first Annual Shareholders’ Meeting after their election, re-election being permitted.

Paragraph 2. The members of the Fiscal Council, at the first meeting, shall elect their Chairman.

Paragraph 3. The members of the Fiscal Council shall be invested in their position by means of an instrument drawn up in a proper book, signed by the members about to take up office, subject to the prior signature of the Fiscal Council Members Term of Consent in accordance with the Novo Mercado Regulations, and compliance with the applicable legal requirements.

Paragraph 4. Members of the Fiscal Council who are absent shall be replaced by the respective alternate.

Paragraph 5. If a vacancy should occur, the vacant position will be occupied by the respective alternate; if there is no alternate, a Shareholders’ Meeting will be called to elect the member who will fill the vacant position."

7.8. To unanimously approve, excluding abstentions, the consolidation of the new reading of the Company’s bylaws to reflect the amendments approved in item 7.7. above, which will take effect with the reading in Annex II hereto.

7.9. To elect, by majority of vote, excluding abstentions, Pedro Henrique Almeida Pinto de Oliveira, Brazilian, married, civil engineer, resident and domiciled in the city of Brasília, Federal District, at SHIS QL 22, conjunto 4, casa 3, CEP 71650-245, bearer of the identification document (R.G.) number 50.451.713-2 SSP-SP, inscribed in the roll of individual taxpayers ("CPF/MF") under number 729.717.037-20 and Vasco Carvalho Oliveira Neto, Brazilian, married, business administrator, resident and domiciled in the city and state of São Paulo, at Rua Armando Petrella, n° 431, torre 4, 24° andar, Jardim Panorama, CEP 05679-010, bearer of the identification document (R.G.) number 24.856.123-6 (SSP/SP), inscribed in the roll of individual taxpayers ("CPF/MF") under number 246.042.308-03, to the position of sitting members of the Company’s Board of Directors, with term of office ending on the Company’s Shareholders’ Meeting which examines the accounts for the fiscal year ended December 31, 2015.

7.9.1. Pedro Henrique Almeida Pinto de Oliveira and Vasco Carvalho Oliveira Neto will be both considered independent members for the purposes of the Novo Mercado Listing Regulations of the BM&FBOVESPA.

7.9.2. The investiture of the sitting board members elected herein will be conditioned to: (i) the ratification of the approval of the appointment of said sitting members and the preliminary signature of the respective commitment terms before the Brazilian Antitrust Authority ("CADE"), by the respective sitting members, in accordance with CADE‘s decision and the Merger Control Agreement (ACC) entered into between CADE, the Company and BRF S.A. in the scope of the Concentration Act no. 08700.000658/2014-40; (ii) the presentation of the freedom from impediment declaration, in a separate instrument, in accordance with Article 147, paragraph 4, of the Brazilian Corporation Law, and Article 2 of CVM Instruction 367, of May 29, 2002, as amended ("ICVM 367/2002"); and (iii) to the preliminary signature of the respective Instruments of Compliance to the Agreement for the Participation in the Novo Mercado Segment of the BM&FBOVESPA and the Novo Mercado Listing Regulations of the BM&FBOVESPA.

7.9.3. In accordance with item 7.9.2. above, the sitting members elected herein will be invested in their positions upon the signature, in up to thirty (30) days as of today, of the instrument of investiture drawn up in the book of Minutes of Meetings of the Company’s Board of Directors.

8. CLOSURE: There being no further issues to address, the chairman adjourned the meeting for the time necessary to draw up these minutes in summary format, pursuant to Article 130, paragraph 1 of Brazilian Corporation Law, which were read, found in compliance and signed by all those present.

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