Material Fact – Company’s Repurchase of Shares Program – 05/10/2016


Barretos, May 10, 2016Minerva 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 (“ICVM 358/02“), hereby informs its shareholders and the market in general the following:

At the meeting of the Company’s Board of Directors held on the date hereof, it has been approved the launch of a program for the repurchase of Company’s shares (“Company’s Repurchase of Shares Program“), in the following terms and conditions, in compliance with the Company‘s Bylaws, the Instruction No. 567 of the Brazilian Securities and Exchange Commission (“CVM“), dated as of September 17, 2015 (“ICVM 567/15“), and the Brazilian Corporations Law:

1. Objective: The objective of the Company’s Repurchase of Shares Program is to improve the generation of value for its shareholders in view of the discount currently applied on the Company’s shares in the market, through the application of available funds in the acquisition of shares via the stock exchange, at market prices, to be held in treasury, to be cancelled or to be further sold in the market or to be used in the exercise of the call options under the Company’s stock option plan, in compliance with the first paragraph of Article 30 of Brazilian Corporations Law and the provisions of ICVM 567/15.

2. Free Float: On this date, there are ninety-nine million, eight hundred and eighty thousand, one hundred and seventy-three (99,880,173) common shares, book-entry and with no par value issued by the Company in the free float (“Free Float Shares“), as defined by the third paragraph of Article 8 of ICVM 567/15. On this date, there are no shares issued by the Company held in treasury.

3. Number of shares to be acquired: The Company may, at its sole discretion and in compliance with the terms of the Company’s Repurchase of Shares Program, subject to Article 8 of ICVM 567/15, acquire up to nine million, nine hundred and eighty-eight thousand and seventeen (9,988,017) common shares, book-entry and with no par value issued by the Company, corresponding to up to four point sixteen percent (4.16%) of the outstanding shares of the Company and up to ten percent (10%) of the Free Float Shares.

Click here to access the full document.

See also