Minutes of Board of Directors´ Meeting – Celebration of Purchase and Sale Agreement – 06/19/2017


1. Date, Time and Venue: Held in June 5 th, 2017, at 7 p.m, at the office of Minerva S.A. (“Company”), located in the city of São Paulo, State of São Paulo, at Rua Leopoldo Couto de Magalhães Júnior, 758, 8th floor, suite 82, Postal Code (CEP) 04542-000.

2. Presiding: Edivar Vilela de Queiroz, Chairman; Fernando Galletti de Queiroz, Secretary.

3. Call Notice: The call notice was waived due to the presence of all the members of the Company’s Board of Directors.

4. Attendance: All members of the Company’s Board of Directors, being part of the members in person at the local of the meeting and other members participating in the meeting through remote devices, as allowed by the Company’s Bylaws.

5. Agenda: The members of the Company’s Board of Directors convened to examine, discuss and resolve on: (i) the execution, by companies controlled by the Company’s, of the share purchase agreement and others covenants, by means of which the aforementioned controlled companies undertook to, subject to certain precedent conditions, buy and acquire shares issued by JBS Paraguaya S.A., Industria Paraguaya Frigorifica S.A., Frigorifico Canelones S.A. and JBS Argentina S.A. (“Share Purchase Agreement”); (ii) the granting, by the Company, of solidary guarantee within the scope of the Share Purchase Agreement; (iii) the vote orientation to be cast by the Company in the controlled companies’ corporate resolutions related to the approval of the execution of the Share Purchase Agreement; (iv) authorization to the Company’s Officers to carry out all the necessary acts required to perform the resolutions provided for in items (i) to (iii) above.

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