Minutes of the Board of Directors´ Meeting – Object Change Authorization – Mato Grosso Bovinos – 07/14/2015

Minutes of the Board of Directors‘ Meeting
held on July 7, 2015

1. Date, Time and Venue: July 7, 2015, at 10:00 a.m., at the offices of Minerva S.A. ("Company"), located at Rua Leopoldo Couto de Magalhães Júnior, 758, 8º andar, cjto. 82, CEP 04542-000, in the city and state of São Paulo.

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

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

4. Attendance: All members of the Board of Directors attended the meeting, some in person and some remotely, as permitted by the Company’s Bylaws.

5. Agenda: The members of the Company’s Board of Directors met to examine, discuss and resolve on the voting instructions for the Extraordinary Shareholders’ Meeting of Mato Grosso Bovinos S.A. ("Mato Grosso").

6. Resolutions: After discussing the matters, the members of the Company’s Board of Directors unanimously and without restrictions resolved to approve a favorable vote on the agenda of Mato Grosso’s Extraordinary Shareholders’ Meeting in regard to: (i) the inclusion of the company’s corporate purpose; (ii) the definition of the responsibilities of the executive officers in relation to the branches and representative offices; and (iii) consolidation of the structural alterations undertaken.

7. Closure and Drawing up of the Minutes: There being no further business to discuss, the Chairman offered the floor to anyone who intended to speak, and as no one did, the meeting was adjourned for the time necessary to draw up these minutes, which were then read, approved and signed by all attending board members.

8. Venue and Date: São Paulo, July 7, 2015. Presiding: (signatures appended) Edivar Vilela de Queiroz, Chairman; Fernando Galletti de Queiroz, Secretary. Attending Board Members: Edivar Vilela de Queiroz, Antonio Vilela de Queiroz, Ibar Vilela de Queiroz, Norberto Lanzara Giangrande Junior, Alexandre Mendonça de Barros, José Luiz Rego Glaser, Dorival Antonio Bianchi, Roberto Rodrigues, Vasco Carvalho Oliveira Neto and Pedro Henrique Almeida Pinto de Oliveira.

Declaration: This is a free English translation of the original minutes drawn up in Board of Directors’ Minutes Book no 10, pp9-11.

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