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Minutes of Extraordinary Shareholder´s Meeting

MINUTES OF THE EXTRAORDINARY SHAREHOLDERS‘ MEETING
HELD ON SECOND CALL ON MAY 7, 2015

1. DATE, TIME AND VENUE: May 7, 2015, at 11:00 a.m., at the Company’s headquarters, in the extension of 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. CALL NOTICE: As established in Article 124 of Law 6404 of December 15, 1976, as amended ("Brazilian Corporation Law"), (a) the call notices for the first call were published in the Official Gazette of the State of São Paulo, issues of April 8, 9 and 10, 2015, pages 47, 45 and 67, respectively; in the "O Estado de São Paulo" newspaper, issues of April 8, 9 and 10, 2015, pages B7, B6 and B11, respectively; and in the "O Diário" (Barretos) newspaper, issues of April 8, 9 and 10, 2015, pages 4, 4 and 4; and (b) the call notices for the second call were published in the Official Gazette of the State of São Paulo, issues of April 28, 29 and 30, 2015, pages 69, 88 and 456, respectively; in the "O Estado de São Paulo" newspaper, issues of April 28, 29 and 30, 2015, pages B10, B8 and B15, respectively; and in the "O Diário" (Barretos) newspaper, issues of 28, 29 and 30, 2015, pages 3, 3 and 3, respectively

3. ATTENDANCE: Shareholders representing forty-eight point six hundred and fifty-eight percent (48.658%) of the Company’s voting capital attended the meeting, as per the signatures on the Shareholders’ Attendance Book, constituting a legal quorum for installation and resolution of the matters on the agenda, pursuant to Article 135 of the Brazilian Corporation Law. Messrs. (i) Frederico Alcantara de Queiroz, representing the Company’s Management, and (ii) Luiz Manoel Gomes Júnior, sitting member of the Fiscal Council, also attended the meeting, pursuant to Article 164, caput, of the Brazilian Corporation Law.

4. PRESIDING: Mr. Edivar Vilela de Queiroz presided over the meeting and Ms. Juliana Helena Desani Garcia acted as secretary.

5. DOCUMENTS AND DISCLOSURE: The management report and the other documents relevant to the meeting are available to shareholders on the Company’s headquarters and on the webpages of the Brazilian Securities and Exchange Commission ("CVM") and the BM&FBOVESPA S.A. - São Paulo Securities, Commodities and Futures Exchange ("BM&FBOVESPA").

6. AGENDA: The Company’s shareholders met to examine, discuss and vote of the following agenda: (i) the amendment to the caput of Article 5 and the caput of Article 6 of the Bylaws to update the amount of the Company’s share capital and the number of shares which can be issued within the limit of authorized capital, in view of the capital increase through the issue of new shares approved by resolution of the Board of Directors; (ii) change in the maximum number of members of the Company’s Board of Executive Officers, from the current seven (7) to eight (8) members, with the creation of the position of "Chief Operating Officer" and the consequent amendment to the caput of Article 20 of the Bylaws and inclusion of paragraph 9 in said article; and (iii) the consolidation of the Company’s Bylaws, in view of the resolutions proposed in items (i) and (ii) above.

7. RESOLUTIONS TAKEN: The meeting was called to order, the reading of the documents and proposals on the agenda was waived, and, after examining, discussing and voting on the matters, the attending shareholders resolved:

7.1. To approve, by a unanimous vote, the drawing up of these minutes in summary format, including dissenting votes and manifestations and containing only the resolutions taken, pursuant to paragraph 1, Article 130 of the Brazilian Corporation Law, as well as the publication of these minutes with the omission of the shareholders’ signatures, pursuant to paragraph 2, Article 130 of Brazilian Corporation Law.

7.2. To approve, by a unanimous vote, the amendment to the caput of Article 5 and the caput of Article 6 of the Bylaws to update the amount of the Company’s share capital and the number of shares which can be issued within the limit of authorized capital, in view of the capital increase through the issue of new shares approved by resolution of the Board of Directors on the meeting held on February 3, 2015.

7.2.1. At the meeting held on February 3, 2015, due to the voluntary conversion of fifteen (15) debentures issued under the "Private Indenture of the 2nd Issue of Subordinated and Convertible Debentures issued in a Single Series", dated May 19, 2011, as amended ("2nd Issue Debentures"), the Company’s Board of Directors approved the Company’s capital increase, within the limit of authorized capital, totaling fourteen thousand, nine hundred and ninety-nine reais and seventy-four centavos (R$14,999.74), through the issue of one thousand, nine hundred and seventy-two (1,972) new registered, book-entry common shares with no par value, which were delivered to the holders of the 2nd Issue Debentures. In view of the conversion of a portion of the 2nd Issue Debentures, the Company’s share capital increased from eight hundred and thirty-four million, one hundred and thirty-six thousand, ninety-eight reais and sixty-six centavos (R$834,136,098.66) divided into one hundred and seventy-eight million and ninety (178,000,090) registered, book-entry common shares with no par value issued by the Company, to eight hundred and thirty-four million, one hundred and fifty-one thousand, ninety-eight reais and forty centavos (R$834,151,098.40) divided into one hundred and seventy eight million, two thousand and sixty-two (178,002,062) registered, book-entry common shares with no par value issued by the Company.

7.2.2. In view of the resolution approved pursuant to item 7.2 above, Articles 5 and 6 of the Company’s Bylaws are now worded as follows:

"Article 5. The share capital is eight hundred and thirty-four million, one hundred and fifty-one thousand, ninety-eight reais and forty centavos (R$834,151,098.40), fully subscribed and paid up, divided into one hundred and seventy-eight million, two thousand and sixty-two (178,002,062) common shares, all registered, book-entry common shares with no par value.

Article 6. The Company is authorized to increase its share capital up to the limit of two hundred and two million, three hundred and fifty-one thousand, five hundred and eighteen (202,351,518) registered common shares, regardless of any amendments to the Bylaws, whereby another twenty-four million, three hundred and forty-nine thousand, four hundred and fifty-six (24,349,456) registered, book-entry common shares with no par value can be issued.

Paragraph 1 - Within the limit authorized herein, the Company may, by resolution of the Board of Directors, increase the share capital regardless of any amendment to the Bylaws. The Board of Directors shall establish the number, price, payment term and other conditions for the issuance of shares.

Paragraph 2 - Within the limit of the authorized capital, the Board of Directors may resolve on the issuance of warrants or debentures convertible into shares.

Paragraph 3 - Within the limit of the authorized capital and in accordance with the plan approved by the Shareholders’ Meeting, the Company may grant a call option to the managers, employees or individuals providing services to the Company, or to the managers, employees or individuals providing services to companies under its control, excluding the preemptive right of the shareholders in the granting and in the exercise of call options.

Paragraph 4 - The Company shall not issue founders’ shares."

7.3. To approve, by a unanimous vote, the proposal to change the maximum number of members of the Company’s Board of Executive Officers, from the current seven (7) to eight (8) members, with the creation of the position of "Chief Operating Officer", who shall have the duties granted to him by the wording of the new paragraph 9, Article 20, of the Company’s Bylaws.

7.3.1. In view of the resolution approved herein, Articles 20 of the Company’s Bylaws is now worded as follows:

"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 eight (8) Officers, who shall be appointed Chief Executive Officer, Chief Financial Officer, Investor Relations Officer, Commercial and Logistics Officer, Executive Officers, Supply Officer and Chief Operating 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 - In the event of vacancy, the election of the Board of Executive Officers shall occur no later than five (5) business days after the date the Annual Shareholders’ Meeting is held, 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 waiver, or removal from office of the Chief Executive Officer or, in relation to the Investor Relations Officer, if such fact gives rise to the noncompliance 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 Executive Officer replaced.

Paragraph 3 - It shall be incumbent upon the Chief Executive Office to: (i) carry out and cause to carry out the resolutions taken by the Shareholders’ Meeting and the Board of Directors’ Meeting; (ii) to establish goals and objectives for the Company; (iii) to direct and supervise the preparation of the Company’s annual budget, business plan and multiannual plan; (iv) to coordinate, manage, direct and supervise all Company’s businesses and operations in Brazil or abroad; (v) to coordinate the activities of the other Company’s Executive Officers and of its subsidiaries, in compliance with the specific attributions provided in these Bylaws; (vi) to direct, at the highest level, the Company’s public relations and guide institutional advertising; (vii) to call and preside over the meetings of the Board of Executive Officers; (vii) to represent personally, or by means of attorney-in-fact appointed by him, the Company in the Shareholders’ Meetings or other corporate acts of companies in which he participates; and (ix) other assignments that are periodically determined 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) direct and provide assistance in the preparation of the annual budget and capital budget; (iii) direct and provide assistance in 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 powers that come to be determined 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) represent the Company before shareholders, investors, market analysts, the Brazilian Securities and Exchange Commission (CVM), Stock Exchanges, the Brazilian Central Bank and other regulatory bodies and institutions related to the activities developed on the capital markets in Brazil or abroad; and (iii) any other powers that come to be determined 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) establish a relationship policy with clients in line with the business segments and markets; (iii) establish sales targets for the sales team; (iv) monitor default levels in the client portfolio; (v) maintain business relationships with the main service providers; (vi) coordinate cost negotiations; and (vii) any other powers that come to be determined by the Chief Executive Officer.

Paragraph 7 - It shall be incumbent upon the Executive Officers to: (i) assist the Chief Executive Officer in the control, coordination, management and administration of the Company’s activities and businesses; and (iii) any other powers that come to be determined by the Chief Executive Officer.

Paragraph 8 - It shall be incumbent upon the Supply Officer to: (i) define the Company’s purchasing policy; (ii) manage the activities related to the purchase of livestock, meat from third parties, raw materials, packaging and other inputs used in the Company’s production process; (iii) maintain relationships with the main Company’s suppliers; and (iv) any other powers that come to be determined by the Chief Executive Officer.

Paragraph 9 - It shall be incumbent upon the Chief Operating Officer to: (i) coordinate, manage, administer and supervise the operations of the meatpacking units located in Brazil, including the purchase of raw materials, industrialization and exports, being responsible for the sustainable economic result of the business unit; (ii) efficiently manage the planning, organization, administration and control of all the meatpacking units located in Brazil; (iii) ensure the full operational capacity of the industrial units, based on the corporate strategies; (iv) ensure the budget viability of the area, through the management of resources, establishing the goals, objectives and performance indicators of the units; and (v) any other powers that come to be determined by the Chief Executive Officer."

7.4. In view of the resolutions approved in items 7.2 and 7.3 above, unanimously approve the consolidation of the Company’s Bylaws which, after amended, shall have the wording of Exhibit I hereto.

7.5. Shareholders’ votes were received and initialed by the Chairman and will be filed at the Company’s headquarters.

8. CLOSURE: There being no further business to discuss, the meeting was adjourned for the time necessary to draw up these minutes, which were read, approved and signed by all those present.

Barretos, May 7, 2015.

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