Minutes of the Extraordinary Shareholders´ Meeting
1. DATE, TIME AND VENUE: May 13, 2014 at 11:00 a.m. at the Company’s headquarters, at prolongamento da Avenida Antonio Manço Bernardes, s/nº, Rotatória Família Vilela de Queiros, Chácara Minerva, CEP 00-14.781, in the city of Barretos, state of São Paulo.
2. PRESIDING: Edivar Vilela de Queiroz presided over the meeting and Rafael de Almeida Rosa Andrade acted as secretary.
3. DOCUMENTS AVAILABLE TO SHAREHOLODERS: All the documents related to the matters on the agenda, including the draft of the consolidated version of the Company’s Bylaws with the amendment proposals highlighted, are available to shareholders at the Company’s headquarters and on the websites of the Company (www.minervafoods.com), the Brazilian Securities and Exchange Commission (www.cvm.gov.br) and BM&FBovespa S.A. – Bolsa de Valores, Mercadorias e Futuros (www.bmfbovespa.com.br) on May 2, 2014.
4. CALL NOTICE: The call notice was published, in first call, pursuant to article 124 of Law 6404, of December 15, 1976, as amended ("Brazilian Corporate Law"): in the São Paulo State Official Gazette, in the editions of April 9, 10 and 11, 2014, on pages 36, 54 and 73, respectively; (ii) in O Estado de São Paulo newspaper, in the editions of April 9, 10 and 11, 2014, on pages B7, B12 and B5, respectively; and (iii) in O Diário newspaper, in the editions of April 9, 10 and 11, 2014, on pages 11, 10 and 10, respectively. The call notice was also published, in second call, (i) in the São Paulo State Official Gazette, in the editions of May 1, 6 and 7, 2014, on pages 58, 27 and 21, respectively; (ii) in O Estado de São Paulo newspaper, in the editions of May 1, 6 and 7, 2014, on pages B5, B6 and B13, respectively; and (iii) in O Diário newspaper, in the editions of May 1, 6 and 7, 2014, on pages 4, 3 and 3, respectively.
5. ATTENDANCE: Shareholders representing approximately fifty-four point eight two percent (54.82%) of the Company’s voting capital attended the meeting, pursuant to the signatures in the Shareholders’ Attendance Book.
6. AGENDA: The shareholders met to examine, discuss and vote of the following agenda: (i) confirmation of the cancellation of five million, two hundred and thirty thousand, five hundred and thirty-two (5,230,532) common shares issued by the Company held in treasury, with no reduction in the share capital, as approved by the Board of Directors’ meeting held on September 12, 2013; (ii) rectification of the Company’s share capital approved by the extraordinary shareholders‘ meeting held on August 29, 2013; (iii) consolidation of the Company‘s share capital in view of the issue of new shares by the Board of Directors, within the authorized capital limit; (iv) change in the maximum number of members of the Company’s Board of Executive Officers, from the current six (6) to seven (7) members, with the consequent creation of a new Executive Officer position. and (v) consolidation of the Company’s Bylaws, in view of the resolutions in items (i), (ii), (iii) and (iv) above.
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