Material Fact – Acquisition of Company in Paraguay – 10/02/2012

Material Fact

Acquisition of Company in Paraguay

Barretos (SP), October 2nd , 2012 – Minerva S.A. (BOVESPA: BEEF3; Bloomberg: BEEF3.BZ; Reuters: BEEF3.SA), one of the leaders in Latin America in the production and sale of fresh beef, live cattle and cattle byproducts, with operations also in the beef, pork and poultry processing segments, hereby announces, complementing the Notice to the Market dated September 3, 2012, that on this date it signed an Agreement for the Purchase and Sale of Shares (Compraventa de Accionies) in accordance with the laws of Paraguay, to acquire the entire capital stock of Frigomerc S.A., a corporation headquartered in Paraguay.

As announced earlier, a part of the acquisition price could be paid through transfer by the Company of its shares, for which the Company will seek authorization from the Securities and Exchange Commission of Brazil (CVM) to use the shares currently held in treasury to pay a part of the acquisition price.

The Company also informs that the acquisition constitutes relevant investment according to article 256, clause I of the Brazilian Law of Corporations and hence an extraordinary shareholders‘ meeting will be called at an opportune moment to ratify the acquisition. The documentation needed for the Company‘s shareholders to decide on ratifying the acquisition, including the valuation report required by article 256 of the Law of Corporations, as well as the amount and procedures relating to refund rights for dissenting shareholders, will be informed to Shareholders and the market at an opportune moment.

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