Call Notice AESM – 03/29/2016


Annual and Extraordinary Shareholders’ Meeting

The Board of Directors of MINERVA S.A., a corporation headquartered at prolongamento da Avenida Antônio Manço Bernardes, s/nº, Rotatória Família Vilela de Queiroz, Chácara Minerva, CEP 14.781-545, in the city of Barretos, state of São Paulo, with its articles of incorporation filed at the São Paulo State Commerce Registry under NIRE 35.300.344.022, inscribed in the roll of corporate taxpayers (CNPJ/MF) under number 67.620.377/0001-14, registered with the Brazilian Securities and Exchange Commission ("CVM") as a category "a" publicly-held company under the registration 02093-1, with shares traded in the Novo Mercado special corporate governance segment of the BM&FBOVESPA S.A. – Securities, Commodities and Futures Exchange ("BM&FBOVESPA") under the ticker BEEF3, ("Company"), pursuant to article 124 of Law 6404/1976 ("Brazilian Corporation Law"), and articles 3 and 5 of CMV Instruction 481/09 ("ICVM 481/09), hereby invites its shareholders to the Company’s annual and extraordinary shareholders’ meetings ("Shareholders’ Meeting“) to be held following first call on April 29, 2016, at 11:00 a.m., at the Company’s headquarters to examine, discuss and vote on the following agenda:

(A) At the Annual Shareholders’ Meeting

(i) the management’s accounts, the management report and the financial statements of the Company, accompanied by the independent auditors‘ opinion related to the fiscal year ended December 31, 2015;

(ii) the management proposal for the allocation of net income related to the fiscal year ended December 31, 2015;

(iii) the election of the members of the Company’s Board of Directors; and

(iv) the annual overall compensation of the administrators for the 2016 fiscal year.

(B) At the Extraordinary Shareholders’ Meeting:

(i) the reduction of the Company‘s capital stock, totaling one billion, five hundred and sixty-two million, three hundred and twenty-one thousand, one hundred and fifty-three reais and thirty-seven centavos (R$1,562,321,153.37), without cancelling Company shares, to absorb the losses suffered by the Company, in the amount of the financial losses accumulated and included in the Company’s financial statements for the fiscal year ended December 31, 2015;

(ii) the amendment of article 5 of the Company’s bylaws to reflect the new capital stock amount resulting from the capital reduction, if approved; and

(iii) the authorization for the executive officers to take all the measures necessary to execute the Company’s capital reduction.

Call Notice

Management Proposal

See also