Material Fact – Mato Grosso Bovinos S.A. Merger Approval – 10/01/2014


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, pork and poultry processing segments, in accordance with paragraph 4 of Article 157 of Law 6,404 of December 15, 1976, as amended (“Brazilian Corporation Law“), under the terms and for the purposes of CVM Instruction 319, of December 3, 1999, as amended (“ICVM 319“) and CVM Instruction 358, of January 3, 2002, as amended (“ICVM 358“), complementing the material fact disclosed on August 20, 2014 (“Material Fact August 20, 2014“) and the material fact disclosed on November 1, 2013, and published in the newspapers of wide circulation adopted by the Company on November 5, 2013 (“Material Fact November 01, 2013“) and the material fact disclosed on September 16, 2014 (“Material Fact September 16, 2014“), hereby informs its shareholders and the market in general the following:

On the date hereof, the extraordinary shareholders‘ meeting of the Company and Mato Grosso Bovinos S.A. approved without any reservation the merger of shares, by the Company, pursuant to Article 252 of the Brazilian Corporation Law, of the totality of outstanding shares of Mato Grosso Bovinos S.A. (“Merger of Shares“). As previously disclosed, Mato Grosso Bovinos S.A. is a closely held company controlled, immediately prior to the Merger of Shares, by BRF S.A., a corporation with headquarters in Itajaí, state of Santa Catarina, at Avenida Jorge Tzachel, n.º 475, Fazenda, CEP 88.301-600, inscribed in the roll of corporate taxpayers (CNPJ/MF) under number 01.838.723/0001-27, registered with the CVM as a publicly-held company category “A” under the code 1629-2 (“BRF“), being the lawful owner of the slaughtering and deboning activities in the Várzea Grande and Mirassol D‘Oeste plants (“Beef Activities“).

As a result of the Merger of Shares, Minerva became on the date hereof the lawful owner of the totality of the outstanding shares issued by Mato Grosso Bovinos S.A, being entitled to operate the Beef Activities through Mato Grosso Bovinos S.A., contributing with its operational experience in the beef slaughtering and commercialization sector.

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