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Material Fact - Private Capital Increase

Material Fact

Minerva S.A. ("Minerva" or "Company"), leader in South America in the sale of fresh beef, with operations also in the beef processing segment, selling its products for more than 100 countries, pursuant to the provisions of article 157, paragraph 4, of Law no. 6,404 of December 15, 1976, as amended ("Brazilian Corporate 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:

In the meeting held on September 11th, 2018, the Board of Directors resolved, among other matters, the proposal, to be submitted to the extraordinary shareholders’ meeting, to increase the capital stock of the Company ("Capital Increase"), with the issuance of subscription bonus as an additional advantage to the subscribers of the shares issued within the scope of the capital increase ("Subscription Bonus").

The proposed Capital Increase anticipates an increase in the Company‘s capital stock in the amount of up to one billion, fifty-nine million and three hundred thousand Reais (R$ 1,059,300,000.00), with the particular subscription of up to one hundred and sixty-five million (165,000,000) new registered common shares with no par value, at the issue price of six Reais and forty-two cents (R$ 6.42) per share, determined without undue dilution of the current shareholders’ interest, in accordance with Article 170, Paragraph 1, item III, of Brazilian Corporate Law based on the average weighted price of the Company’s shares in the last thirty (30) trading sessions of B3 S.A. - Brasil, Bolsa, Balcão ("B3") prior to September 11th, 2018.

The approval of the capital increase partially subscribed will be allowed, as long as at least eighty-two million, one hundred and forty-seven thousand, eight hundred and eighty-seven (82,147,887) new registered common shares with no par value are subscribed, corresponding to an increase of at least five hundred and twenty-seven million, three hundred and eighty-nine thousand and four hundred and thirty-four Reais and fifty-four cents (R$ 527,389,434.54) ("Minimum Subscription").

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