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Notice to Shareholders - Preemptive Rights

Notice to Shareholders

Minerva S.A, a corporation headquartered in the city of Barretos, State of São Paulo, at Avenida Antônio Manço Bernardes, s/n°, Rotatória Família Vilela de Queiroz, Chácara Minerva, CEP 14.781-545, whose articles of incorporation are filed with the Commercial Registry of the State of São Paulo under Company Registry (NIRE) no. 35.300.344.022, inscribed in the roll of corporate taxpayers (CNPJ/MF) under no. 67.620.377/0001-14, registered with the Brazilian Securities and Exchange Commission ("CVM") as a category "A" publicly-held company under Code no. 02093-1, whose shares are listed in the Novo Mercado trading segment of the B3 S.A. - Brasil, Bolsa, Balcão ("B3") under the ticker BEEF3 ("Company"), in addition to the material fact disclosed on September 11th, 2018, hereby informs its shareholders and the market in general of the following:

1. Capital Increase

Capital Increase. The Company‘s extraordinary shareholders‘ meeting held on this date approved the increase in the Company‘s capital of up to R$ 1,059,300,000.00 (one billion, fifty-nine million and three hundred thousand reais), with private subscription of up to 165,000,000 (one hundred and sixty-five million) new common, nominative, registered and with no par value shares, at an issue price of R$ 6.42 (six reais and forty-two centavos) per share, stipulated with no undue dilution of the current shareholders‘ participation, based on the weighted average of the Company‘s shares prices in the 30 (thirty) trading sessions of B3 S.A. - Brasil, Bolsa, Balcão ("B3") prior to September 11th, 2018, in accordance with article 170, paragraph 1, item III, of Law No. 6,404, from December 15th, 1976, as amended ("Brazilian Corporate Law"), to be paid up in national currency ("Capital Increase"), as well as th e issuance of up to 165.000.000 (one hundred and sixty-five million) subscription warrant that will be given as an additional advantage to the subscribers of the shares issued on the Capital Increase.

Partial Ratification. The ratification of the partially subscribed Capital Increase is authorized as long as at least 82,147,887 (eighty-two million, one hundred and forty-seven thousand, eight hundred and eighty-seven) common shares are subscribed, corresponding to a minimum increase of R$ 527,389,434.54 (five hundred and twenty-seven million, three hundred and eighty-nine thousand, four hundred and thirty-four reais and fifty-four centavos) ("Minimum Subscription").

2. Change in the Capital Stock

Minimum amount of the Capital Increase. In the hypothesis of a Minimum Subscription, the Company‘s stock capital will be of R$ 677,821,257.91 (six hundred and seventy-seven million, eight hundred and twenty-one thousand, two hundred and fifty-seven reais and ninety-one cents), divided into 308,566,346 (three hundred and eight million, five hundred and sixty-six thousand, three hundred and forty-six) common, nominative, registered, with no par value shares.

Maximum Amount of the Capital Increase. If the Capital Increase is fully subscribed, the Company‘s stock capital will increase to R$ 1,209,731,823.37 (one billion, two hundred and nine million, seven hundred and thirty-one thousand, eight hundred and twenty-three Reais and thirty-seven centavos), divided into 391,418,459 (three hundred and ninety-one million, four hundred and eighteen thousand, four hundred and fifty-nine) common, nominative, registered, with no par value shares.

Reform of the by-laws. If the Minimum Subscription is verified after the expiration of the period for exercising the preemptive right and the time limit for subscription of leftovers, a meeting of the Board of Directors shall be convened to approve the partially subscribed Capital Increase, not being necessary to carry out an auction of the remaining shares, at which time it will be proposed, for further deliberation at the general meeting, the amendment of article 5 of the Company‘s by-laws to contemplate the new capital stock and the number of shares after the Capital Increase.

(To be continued).

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Contact IR

Phone : +55 (11) 3074-2444
E-mail: ri@minerva.com.br

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