EXTRAORDINARY SHAREHOLDERS’ MEETING
TO BE HELD ON MARCH 31, 2017
Minerva S.A., a corporation headquartered in the city of Barretos, State of São Paulo, at Avenida Antônio Manço Bernardes, s/nº, 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 BM&FBOVESPA S.A. – Securities, Commodities and Futures Exchange (“BM&FBOVESPA”) under the ticker BEEF3 (“Company”), pursuant to article 124 of Law 6404, dated December 15, 1976, as amended (“Brazilian Corporation Law”) and articles 3 and 5 of CVM Instruction 481/09, dated December 17, 2009 (“ICVM 481/09”), hereby invites its shareholders to attend the Company’s Extraordinary Shareholders’ Meeting (“ESM”), to be held, on first call, at 11:00 A.m. on March 31, 2017 at the Company’s headquarters, to examine, discuss and vote on the following agenda:
(i) approval of the “Private Instrument of Protocol and Reasoning of the Merger of Mato Grosso Bovinos S.A. into Minerva S.A.”, celebrated by the management of Mato Grosso Bovinos S.A., a privately-held corporation incorporated under the laws of Brazil, with headquarters in the city of São Paulo, State of São Paulo, at Rua Leopoldo Couto de Magalhães Júnior, n.º 758, 8º andar, conjunto 82, sala A, CEP 04.542-000, registered under the corporate taxpayers ID (CNPJ/MF) number 15.514.479/0001-51, whose articles of incorporation are filed with the Commercial Registry of the State of São Paulo under Company Registry (NIRE) number 3530046398-6, becoming a wholly owned subsidiary of the Company (“Incorporated” or “Mato Grosso”) and of the Company’s management on February 21, 2017, as reflected in the terms of incorporation of Mato Grosso by the Company (“Protocol”);
(ii) ratification of the appointment and hiring of VERDUS AUDITORES INDEPENDENTES, a company registered under the corporate taxpayers ID (CNPJ/MF) number 12.865.597/0001-16, with its articles of incorporation filed at the 5th São Paulo Official Corporate Deeds Registry under number 44.34 dated November 5, 2010, and its First Amendment filed under number 52,174 dated August 26, 2013, registered at the Regional Accounting Council of São Paulo under number 2SP 027.296/O-2, headquartered at Rua Amália de Noronha, 151, 5º andar, cj. 502, parte – Pinheiros, São Paulo – SP, CEP 05410-010 (“Appraisal Firm”), as a specialized firm hired to prepare an Appraisal report of the value of the equity of Mato Grosso (“Valuation Appraisal Report”);
(iii) approval of the Valuation Appraisal Report elaborated by the Appraisal Firm;
(iv) incorporation of Mato Grosso by the Company, consequently extinguishing Mato Grosso (“Incorporation”);
(v) amendment of article 6 of the Bylaws to increase the Company’s authorized capital limit;
(vi) amendment of article 19, item XI of the Bylaws to eliminate the need for approval by the board of directors for the installation or shutdown of new industrial plants;
(vii) consolidation of the Company’s Bylaws;
(viii) the Company’s new stock option plan; and
(ix) authorize the Company’s management to execute all necessary acts in order to carry out the above resolutions.
Pursuant to article 126 of the Brazilian Corporation Law, and to article 10, paragraph 5 of the Company’s Bylaws, in order to participate in the ESM, the shareholder must present the following documents:
(i) identification card (RG), driver’s license (CNH), passport, professional identification issued by class associations and professional identification issued by public agencies, as long as they include a photo of the bearer;
(ii) a proof of share ownership issued by the depository institution of the Company’s shares issued no more than five (5) days prior to the date of the ESM;
(iii) a proxy instrument, in case of representation; and/or
(iv) the statement showing the respective shareholding position issued by the proper authority in the case of shareholders with registered shares held in custody.
Representatives of corporate shareholders must present a copy of the following documents duly registered in the applicable body (Official Corporate Deeds Registry or State Commerce Registry of the respective state, as applicable): (a) articles of incorporation or bylaws; and (b) corporate act that elected the manager that (b.i) attends the ESM as a representative of the company, or (b.ii) grants the proxy instrument for a proxy to represent the corporate shareholder.
With regard to investment funds, shareholder representation in the ESM will be up to the managing institution, in accordance with the Fund’s regulations as to who holds the power to exercise the voting rights of the shares and assets in the Fund‘s portfolio. In this case, in addition to the corporate documents mentioned above related to the manager, the representative of the Fund’s manager must present a copy of the Fund’s regulation, duly registered with the competent body.
With respect to participation through a proxy, the representation powers for participating in the ESM must have been granted less than one (1) year prior to the meeting, pursuant to article 126, paragraph 1 of the Brazilian Corporation Law.
Additionally, in accordance with article 654, paragraphs 1 and 2 of the Civil Code, the proxy instrument should contain an indication of the place where it was granted, the full identification of the grantor and grantee, the date and purpose of the grant with the designation and the extent of the powers granted, including the certified signature of the grantor.
It is worth mentioning that (a) shareholders of the Company, who are natural persons can only be represented in the ESM by a proxy who is a shareholder, a Company administrator, lawyer or financial institution, pursuant to article 126, paragraph 1 of the Brazilian Corporation Law; and (b) pursuant to the CVM’s decision in the scope of CVM Administrative Proceeding RJ2014/3578, judged on November 4, 2014, legal entities who are Company shareholders may be represented by a proxy constituted in accordance with its articles of incorporation or bylaws and in accordance with the rules of the Civil Code, without the need for such an entity to be a Company administrator, shareholder or a lawyer.
Shareholder documents issued abroad shall be notarized by a Public Notary, legalized at a Brazilian consulate, translated by a sworn translator registered with the Commerce Registry and registered in the Deeds Registry, pursuant to the legislation in force.
In the case of documents issued by countries that are signatories to the Hague Convention of October 5, 1961, Abolishing the Requirement of Legalization for Foreign Public Documents, diplomatic or consular legalization done prior to August 14, 2016 shall be mandatory substituted, as of February 14, 2017, in accordance to the convention, pursuant to Resolution 228 of the National Council of Justice, dated June 22, 2016.
Thus, no document issued by a country signatory to the Hague Convention will be accepted without proper apostille, regardless of the date of issue, signature or dispatch of the document.
In order to improve the organization of the ESM, the Company requests, pursuant to paragraph 5 of article 10 of the Bylaws, that shareholders deliver the documents needed in order to participate in the ESM to the Company’s Investor Relations Department, located at the Company’s headquarters, with at least, seventy-two (72) hours in advance of the ESM date.
We highlight that shareholders may participate in the ESM without having performed the prior delivery mentioned above by presenting all the necessary documents at the opening of the ESM, in accordance with paragraph 2 of article 5 of CVM Instruction 481/09 and article 10, paragraph 5 of the Company’s Bylaws.
Prior to the opening of the ESM, the shareholders or the representatives of the shareholders shall sign the shareholders‘ presence book, indicating their name, nationality and residence, as well as the quantity, type and class of shares held, in accordance with article 127 of the Brazilian Corporation Law.
The documents and information related to the matters to be resolved at the ESM are available to shareholders at the Company’s headquarters and on the websites of the Company (http://www.minervafoods.com/ri), the BM&FBOVESPA (http://www.bmfbovespa.com.br) and the CVM (http://www.cvm.gov.br) in accordance to the provisions of the Brazilian Corporation Law and with CVM regulation.
Barretos, February 24, 2017.
Edivar Vilela de Queiroz
Presidente do Conselho de Administração