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Minutes of Extraordinary Shareholder´s Meeting - 10am

MINUTES OF THE EXTRAORDINARY SHAREHOLDERS‘ MEETING
HELD ON JANUARY 22, 2016

1. DATE, TIME AND VENUE: On January 22, 2016, at 10:00 a.m., at the Company’s head offices at prolongamento da 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: The call notice was published, on first call, pursuant to article 124 of Law 6,404, of December 15, 1976, as amended ("Brazilian Corporation Law"): (i) on the "Diário Oficial do Estado de São Paulo" newspaper, Empresarial section, editions of December 23, 2015, December 24, 2015 and December 29, 2015, on pages 10 (São Paulo, 125 [238]), 17 (São Paulo, 125 [239]) and 29 (São Paulo, 125 [240]) respectively; (ii) on the "O Estado de São Paulo" newspaper, editions of December 23, 2015, December 24, 2015 and December 29, 2015, on pages B6, B9 and B7, respectively; and (ii) on the "O Diário" (Barretos) newspaper, editions of December 23, 2015, December 24, 2015 and December 29, 2015, on pages 4, 4 and 4, respectively.

3. ATTENDANCE: Shareholders representing sixty-eight point twenty-nine percent (68.29%) of the Company’s capital stock with voting right attended the meeting, as per the signatures in the Shareholders’ Attendance Book, constituting, therefore, the legal quorum to install the meeting and resolve on the matters on the agenda, pursuant to article 135 of the Brazilian Corporation Law. Pursuant to article 164, head paragraph, of the Brazilian Corporation Law, Eduardo Pirani Puzziello, representative of the Company’s management, and Luiz Manoel Gomes Júnior, sitting member of the Fiscal Council, also attended the meeting. Eduardo Luiz Rota, representative of Verdus Auditores Independentes also attended the meeting.
4. PRESIDING BOARD: The meeting was presided over by Edivar Vilela de Queiroz who invited Matheus Menezes de Oliveira to act as secretary.

5. DOCUMENTS AND DISCLOSURES: The management proposal and the other documents pertaining to the meeting were made available to the shareholders at the Company’s headquarters and on the websites of the Brazilian Securities and Exchange Commission ("CVM") and the BM&FBOVESPA S.A. - Securities, Commodities and Futures Exchange ("BM&FBOVESPA").

6. AGENDA: The Company’s extraordinary shareholders’ meeting was called to examine, discuss and vote on the following agenda: (i) ratification of the acquisition of the shareholding control of Red Cárnica S.A.S. and Red Industrial Colombiana S.A.S., concluded on August 25, 2015, under resolute conditions, in accordance with article 256 of the Brazilian Corporation Law; and (ii) amendment of article 5 and the head paragraph of article 6 of the Company‘s bylaws to include the current value of the capital stock, the number of shares issued and the number of shares that can still be issued by resolution of the Board of Directors, within the limit of the authorized capital.

7. RESOLUTIONS: 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 approve by one hundred thirty-one million, one hundred twenty-one thousand, one hundred and five (131,121,105) votes in favor, no contrary votes and no abstentions, 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 13o, 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. To ratify, by ninety-one million, two hundred and four thousand, three hundred and seventy-one (91,204,371) votes in favor, two hundred forty-three thousand and thirty-four (243,034) contrary votes and thirty-nine million, six hundred seventy-three thousand and seven hundred (39,673,700) abstentions, in accordance with article 256 of the Brazilian Corporation Law, the acquisition of the shareholding control of Red Cárnica S.A.S. and Red Industrial Colombiana S.A.S., concluded, under resolute conditions, on August 25, 2015.

7.2.1. To register that, in accordance with paragraph 1 of article 256 of the Brazilian Corporation Law, the equity valuation reports of Red Cárnica S.A.S. and Red Industrial Colombiana S.A.S., adjusted to market prices and prepared by Verdus Auditores Independentes, headquartered at Rua Amália de Noronha, 151, 5.° andar, conjunto 502, parte, Pinheiros, CEP 05410-010, in the city and state of São Paulo, registered in the Regional Accounting Council under number CRC 2SP 027.296/0-2, inscribed in the roll of corporate taxpayers (CNPJ/MF) under number 12.865.597/0001-16 ("Verdus"), were presented to the shareholders and filed at the Company‘s headquarters.

7.2.2. To register that the acquisition price of the shareholding control of Red Cárnica S.A.S. and Red Industrial Colombiana S.A.S. does not exceed one and a half time the values provided for in item II of article 256 of the Brazilian Corporation Law. As a result, the shareholders dissenting from the resolutions of this extraordinary shareholders’ meeting will not be entitled to the right provided for in paragraph 2 of article 256 of the Brazilian Corporation Law, of withdrawing from the Company upon the reimbursement of the value of their shares.

7.3. To approve by ninety-one million, four hundred forty-seven thousand, four hundred and five (91,447,405) votes in favor, no contrary votes and thirty-nine million, six hundred seventy-three thousand and seven hundred (39,673,700) abstentions, the amendment of article 5 and the head paragraph of article 6 of the Company’s bylaws to include to current value of the capital stock, the number of shares issued and the amount of shares that can still be issued by resolution of the Board of Directors, within the authorized capital limit, with said articles becoming in force with the following reading:

"Article 5. nine hundred fifty million, five hundred ninety-eight thousand, and forty seven reais and fifty-four centavos (R$950,598,047.54), fully subscribed and paid in, and divided into one hundred ninety-one million, nine hundred ninety-three thousand, seven hundred and two (191,993,702) common shares, all of which registered, book-entry, and non-par shares".


"Article 6. The Company is authorized to increase its share capital up to the limit of two hundred and two million, three hundred fifty-one thousand, five hundred and eighteen (202,351,518) registered common shares that are independent of statutory reform, in such a manner that ten million, three hundred fifty-seven thousand, eight hundred and sixteen (10,357,816) additional registered, book-entry, non-par common shares can be issued.

[...]".

7.3.1. To register that the resolution approved in item Erro! Fonte de referência não encontrada. above does not imply change to the capital stock or the number of Company shares, but only the consolidation of the current value of the capital stock and the number of shares issued, which, due to capital increases approved by the Board of Directors, within the authorized capital limit, increased from eight hundred thirty-four million, one hundred fifty-one thousand and ninety-eight reais and forty centavos (R$834,151,098.40), divided into one hundred seventy-eight million, two thousand and sixty-two (178,002,062) registered, book-entry, non-par common shares issued by the Company, to nine hundred fifty million, five hundred ninety-eight thousand, and forty seven reais and fifty-four centavos (R$950.598.047,54), divided into one hundred ninety-one million, nine hundred ninety-three thousand, seven hundred and two (191,993,702) registered, book-entry, non-par common shares issued by the Company, as follows:

(i) in the minutes of the Company’s Board of Directors’ meeting held on May 25, 2015, filed with the Board of Trade of the State of São Paulo under number 250.094/15-0, on the session of June 15, 2015, the Company’s capital stock was increased, within the authorized capital limit, by twenty-two million, nine hundred and fifty thousand reais (R$ 22,950,000.00), with the issue of one million and seven hundred thousand (1,700,000) new registered, book-entry, non-par common shares issued by the Company;

(ii) In the minutes of the Board of Directors‘ meeting held on June 15, 2015, filed with the Board of Trade of the State of São Paulo under number 287.569/15-9, on the session of July 06, 2015, and rectified by the minutes of the Board of Directors’ meeting held on June 16, 2015, filed with the Board of Trade of the State of São Paulo under number 287.570/15-0, on the session of July 06, 2015, the Board of Directors approved the Company’s capital increase, by ninety-three million, four hundred ninety-one thousand, six hundred and fifty-seven reais and fourteen centavos (R$93,491,657.14), with the issue of twelve million, two hundred ninety-one thousand, two hundred and forty-eight (12,291,248) new registered, non-par common shares;

(iii) In the minutes of the Company’s Board of Directors‘ meeting held on June 18, 2015, filed with the Board of Trade of the State of São Paulo under number 287.571/15-4, on the session of July 06, 2015, the Company’s Board of Directors approved the capital increase, by five thousand, two hundred and ninety-two reais (R$5,292.00), with the issue of three hundred and ninety-two (392) new registered, non-par common shares.

8. MANIFESTATIONS AND DOCUMENTS: The Chairman received and initialed the shareholders’ written votes, which were filed at the Company’s headquarters.

9. CLOSURE: There being no further business to address, the meeting was adjourned for the time necessary for the drawing up of these minutes, which were read, approved and signed by all attendees. Barretos, January 22, 2016. Presiding Board: (signed) Edivar Vilela de Queiroz - Chairman; (signed) Matheus Menezes de Oliveira - Secretary. Management: (signed) Eduardo Pirani Puzziello - Investor Relations Officer. Representative of the Fiscal Council: (signed) Luiz Manoel Gomes Júnior. Representative of Verdus Auditores Independentes: (signed) Eduardo Luiz Rota.

This is a free English translation of the original minutes drawn up in the Book of Minutes of the Company’s Shareholders’ Meetings.

Barretos, January 22, 2016.

Matheus Menezes de Oliveira
Secretary


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E-mail: ri@minerva.com.br

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