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Material Fact - Subsidiary Acquisition

Minerva S.A. ("Minerva" or "Company"), one of the leaders in South America in the production and sale of fresh beef, live cattle and cattle byproducts, with operations also in the beef processing segment, pursuant to the provisions of article 157, paragraph 4, of Law no. 6,404 of December 15, 1976, as amended ("Brazilian Corporation Law"), and in accordance with CVM Instruction 358 of January 3, 2002, as amended ("ICVM 358/02"), hereby informs its shareholders and the market in general that:

The Board of Directors, in a meeting held on June 5 th, 2017, resolved, among other matters, to approve the execution of the Share Purchase Agreement and Others Covenants, entered into among, on one hand, JBS S.A. and JBS HANDELS GMBH ("Sellers"), and, on the other hand, PUL ARGENTINA S.A., FRIGOMERC S.A. and PULSA S.A. ("Company’s Subsidiaries"), with the Company acting as guarantor, by which, subject to the implementation of certain conditions, including the obtaining of the approval from the Brazilian antitrust authority, the Company‘s Subsidiaries assumed the obligation to acquire, from the Sellers, (A) the totality of the shares issued by (i) JBS PARAGUAY S.A., a company (sociedad anónima) incorporated and existing in accordance with the laws of the Republic of Paraguay, with head office in the City of Asuncion, at Calle Comandante Julian Insfran esq. Edimburgo, Tablada Nueva, Paraguay, registered before RUC (Registro Único del Contribuyente) under No. 80028211 ("JBS Paraguay"); (ii) FRIGORIFICO CANELONES S.A., a company (sociedad anónima) incorporated and existing in accordance with the laws of the Oriental Republic of Uruguay, with head office in the City of Montevideo, at Calle Ituzaingó, No. 1393, P.3, office 304, Ciudad Vieja, registered before RUT (Registro Único Tributario) under No. 210137360010 ("Frigorifico Canelones"); and (iii) JBS ARGENTINA S.A., a company (sociedad anónima) incorporated and existing in accordance with the laws of the Republic of Argentina, with head office in the City of Buenos Aires, at Av. Leandro N. Alem, No. 882, Piso 13°, registered before CUIT under No. 30580378056 ("JBS Argentina"); and (B) shares issued by INDUSTRIA PARAGUAYA FRIGORIFICA S.A., a company (sociedad anónima) incorporated and existing in accordance with the laws of the Republic of Paraguay, with head office in the City of Asuncion, at Calle Comandante Julian Insfran esq. Edimburgo, Tablada Nueva, registered before RUC under No. 80001716 ("IPF").

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