Extraordinay Shareholders’ Meeting
The Board of Directors of MINERVA S.A., a corporation headquartered in the City of Barretos, State of São Paulo, at the Prolongamento of Avenida Antônio Manço Bernardes, Chácara Minerva, Zip Code (CEP) 14.781-545, with its articles of incorporation filed with the Board of Trade of the State of São Paulo under the Company Registry Number (NIRE) 35.300.344.022, enrolled with the Corporate Taxpayers Registry (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 code 02093-1, with its shares traded on the Novo Mercado of the BM&FBOVESPA S.A. – Securities, Commodities and Futures Exchange ("BM&FBOVESPA") under the ticker BEEF3 ("Company"), hereby, pursuant to articles 135 and 227 of Law no. 6.404/1976 ("Corporations Law") and articles 3 and 5 of CVM Instruction no. 481/09 ("ICVM 481/09"), calls its shareholders to a Company’s extraordinary shareholders’ meeting ("ESM") to be held, on first call, at January 22, 2016, on 12:00 pm, at the Company’s headquarters, to examine, discuss and vote on the following agenda:
(i) Increase in the Company’s capital stock of up to R$ 1,555,882,473.60 (one billion, five hundred fifty-five million, eight hundred eighty-two thousand, four hundred seventy-three Brazilian Reais and sixty cents), with private subscription of up to 99,736,056 (ninety-nine million, seven hundred thirty-six thousand, fifty-six) new common shares, nominative and with no par value, at an issue price of R$ 15.60 (fifteen Brazilian Reais and sixty cents) per share, stipulated in accordance with article 170, paragraph 1, item III, of the Corporations Law, to be paid up in national currency, the ratification of the capital increase partially subscribed being permitted as long as at least 47,848,524 (forty-seven million, eight hundred forty-eight thousand, five hundred twenty-four)] are subscribed, corresponding to a minimum increase of R$ 746,436,974.40 (seven hundred forty-six million, four hundred thirty-six thousand, nine hundred seventy-four Brazilian Reais and forty cents); and
(ii) Authorization for the Company’s management to perform all acts needed to effect the increase in the Company’s capital stock, in line with the resolution above.