Material Fact – Company’s Repurchase of Shares Program – 03/20/2017


Barretos, March 20th, 2017 – Minerva S.A. (“Minerva” or “Company”), one of the leaders in South America in the production and sale of fresh beef, live cattle and cattle byproducts, with operations also in the beef processing segment, pursuant to the provisions of article 157, paragraph 4, of Brazilian Corporations Law, and in accordance with CVM Instruction No. 358 of January 3, 2002, as amended (“CVMI 358/02“), hereby informs its shareholders and the market in general the following:

(a) At a meeting of the Board of Directors, held on March 20, 2017, was approved, among other matters: (i) the termination of the Plan to Purchase the Company‘s Shares”, approved by the Board of Directors on May 10, 2016 (“2016 Repurchase Plan“); (ii) the cancellation of all the nine million, nine hundred eighty-four thousand, four hundred (9,984,400) registered common shares with no par value issued by the Company, which were acquired in accordance with the 2016 Repurchase Plan and are currently held in treasury; and (iii) the approval of new purchase plan, in a single transaction or a series of transactions, up to nine million, two hundred forty-seven thousand, one hundred forty-nine ( 9,247,149) common, registered, book-entry shares with no par value, according to the following terms and conditions (“2017 Repurchase Plan“).

(b) The cancellation of the shares has not changed the share capital, which remains with the same amount of one hundred and thirty-four million, seven hundred and fifty-one thousand, eight hundred and twenty-three reais and thirty-seven cents (R$134,751,823.37) which will now be divided into two hundred and twenty-nine million, eight hundred and sixty thousand, two hundred and fifty-nine (229,860,259) common, registered, book-entry shares with no par value.

(c) The extraordinary shareholders‘ meeting of th Company will be convened in due course to amend Article 5 of the Bylaws in order to contemplate the new number of shares after the cancellation of 9,984,400 (nine million, nine hundred eighty-four thousand, four hundred) common, registered, book-entry, with no par value shares of the Company held in treasury.

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Minerva S.A.
Eduardo Pirani Puzziello
Investor Relations Officer

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