Notice to the Market – Response to Official Letter SAE/GAE 2176/2015 – 06/17/2015


In compliance with the BM&FBOVESPA’s Official Letter 2176/2015-SAE/GAE, of June 16, 2015, which requested that the Notice to the Market of June 15, 2015 be presented again in order to include the price per share to be considered for the payment of the share fractions resulting from the conversion of the second issue debentures, in a single series, Minerva S.A. ("Company") informs its shareholders, debenture holders and the market in general that on June 15, 2015, matured the Company’s debentures issued under the terms of the Private Instrument of Indenture of the 2nd Issue of Subordinated Debentures Mandatorily Convertible into Shares, in a Single Series of Minerva S.A., as amended ("Debentures" and "Indenture", respectively) and in view of the Debentures’ maturity, also on June 15, 2015, 100% of the Company’s outstanding debentures were mandatorily converted into the Company’s shares.

A meeting of the Company’s Board of Directors was held on June 15, 2015, as re-ratified on this date, June 16, 2015, which resolved on corresponding Company‘s capital stock increase, within the authorized capital, due to Debentures mandatory conversion as they matured.

Number of Shares per Debenture. 131.468928 non-par, registered Company’s common shares were assigned to each Debenture.

Share Credit and Share Fraction. Until June 17, 2015, the Debenture holders will be credited the number of shares corresponding to the number of Debentures converted and on June 18, 2015, the Debenture holders will be credited the related amount in domestic currency, corresponding to the share fraction deriving from Debentures conversion calculated in the form of Deed. The price per share to be considered for the payment of the share fractions is R$7.60636.

In addition, the Company informs that at the time of issue for Debentures related public tender offer, the Company‘s shareholders did not have preemptive right, pursuant to Article 172, item I of Law 6.404/76, reason that, also there is no preemptive right to other Company‘s shareholders in the share issue due to Debentures conversion as mentioned herein.

The Company’s Management through its Investor Relations Department is at the disposal of shareholders, debenture holders and the market to provide any further clarification via telephone (55 17) 3321-3355.

Barretos, June 16, 2015.

Minerva S.A.
Eduardo Pirani Puzziello
Investor Relations Officer

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