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Minutes of Board of Directors´ Meeting - Ratification of vote and increase of capital, appointment of director, constitution of subsidiary and deferred tax asset

Minutes of Meeting of the Board of Directors
held on January 30, 2017

1. Date, Time and Venue: Held on January 30, 2017, at 9 a.m., in the office of the Company, located in the City of São Paulo, State of São Paulo, at Rua Leopoldo Couto de Magalhães Júnior, No. 758, suite 82, Postal Code 04542-000.

2. Presiding: Edivar Vilela de Queiroz - Chairman; Fernando Galletti de Queiroz - Secretary.

3. Call Notice: The call notice was sent to the members of the Company´s Board of Directors on January 13, 2017.

4. Attendance: The totality of the members of the Board of Directors of the Company.

5. Agenda: The members of the Board of Directors of the Company gathered to analyze, discuss and decide upon the following agenda:

5.1. Ratification of the Orientation of favorable vote in the special Shareholders’ Meeting of Red Carnica S.A.S, ("Red Carnica"), which approved the increase of capital of Red Carnica;

5.2. Ratification of the capital increase and restatement of the articles of association of Intermeat - Assessoria e Comercio Ltda.; and

5.3. Resolution on the appointment of Mr. Abdulaziz Saleh Al-Rebdi as member of the board of directors of the Company;

5.4. Upon request by the Board Member Edivar Vilela de Queiroz, inclusion in this meeting of resolution on: 1. approval of organization of a new subsidiary of the Company in England, under the terms of article 19, item XI, of the Articles of Incorporation; 2. Recognition of deferred tax asset in the Company´s financial statements.

6. Resolutions: Subsequently to discussing the issue, the members of the Board of Directors of the Company, without any restrictions or exceptions and by unanimous vote, decided to:

6.1 Approve the orientation of favorable vote in the Special Shareholders’ Meeting of Red Carnica S.A.S to increase the capital of the company.

6.2 Approve the ratification of the capital increase and restatement of the articles of association of Intermeat - Assessoria e Comércio Ltda.;

6.3 In view of the resignation of Mr. Mohammed Abdulaziz Alsarhan from the office of member of the Board of Directors of the Company, Mr. Abdulaziz Saleh Al-Rebdi, Saudi Arabian, married, entrepreneur, bearer of passport No. R864636, resident and domiciled in Saudi Arabia, city of Riyadh, 11695, PO Box 103083, was appointed in substitution, to serve up to the first general meeting, under the terms of article 150 of Law 6,404/76. The Board Member elected provided evidence of satisfaction of the previous eligibility conditions provided in articles 146 and 147 of Law 6,404/76.

6.4 Approve the inclusion of item 5.4 above in the agenda of this meeting.

6.5 Under the terms of article 19, item XI, of the Articles of Incorporation, authorize the organization of a subsidiary in England, the corporate name of which shall be Minerva Europe Ltd.;

6.6 Approve the recognition of deferred tax asset in the Company´s financial statements, based on a technical feasibility study reporting the expectation of generating future taxable income, so that to justify the realization of this deferred tax asset within the term provided for by laws. This study shall be filed at the Company´s headquarters.

6.7 Authorize the administrators and/or attorneys-in-fact of the Company to adopt all measures, carry out all acts and sign all documents, public or private, which may be necessary for the actual and complete implementation of the resolutions approved above..

7. Closing and Drawing up of Minutes: There being no further business to transact, Mr. Chairman offered the floor to whoever wished to take the floor and, as no-one demonstrated interest in providing any statement, he declared the works concluded and adjourned the meeting for the period of time necessary to draw up these minutes, which, after he resumed the meeting, were read, approved and signed by all present. Place and Date: São Paulo, January 30, 2017. Presiding Officers: (sgd) Edivar Vilela de Queiroz - Chairman; Fernando Galletti de Queiroz - Secretary. Members of the Board of Directors Present: (sgd) Edivar Vilela de Queiroz, Antonio Vilela de Queiroz, Ibar Vilela de Queiroz, Alexandre Lahoz Mendonça de Barros, Jose Luiz Rego Glaser, Roberto Rodrigues, Sergio Carvalho Mandin Fonseca, Abdullah Ali Aldubaikhi and Salman Abdulrahman Binseaidan.

Certificate: I certify that this instrument constitutes faithful copy of the minutes drawn up in the Book of Minutes of Meeting of the Board of Directors of the Company No. 11 on pages 67 to 70.

São Paulo, January 30, 2017.

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Fernando Galletti de Queiroz
Secretary


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E-mail: ri@minerva.com.br

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