Notice to Shareholders – 05/20/2015


MINERVA S.A. (“Company“) hereby informs its shareholders that the Company’s Board of Directors approved, at the Board of Directors’ Meeting held on April 30, 2015, the partial ratification (“Partial Ratification“) of the capital increase approved on March 16, 2015 (“Capital Increase“), related exclusively to the portion subscribed in the scope of the payment of the third installment of the price due by the Company in view of the acquisition of 100% of the shares issued by Frigorífico Matadero Carrasco S.A., pursuant to the Share Purchase Agreement entered into on March 18, 2014 (“Share Purchase Agreement“).

The total of one million and seven hundred thousand (1,700,000) registered, book-entry shares with no par value at the price of thirteen reais and fifty cents (R$13.50) per share, totaling twenty-two million, nine hundred and fifty thousand reais (R$22,950,000.00), will be fully subscribed by Mr. Jose Maximino Costa Valverde (“Investor“), as the assignee of Division Inversión Sudamericana SL, to whom the shareholders VDQ Holdings S.A. and BRF S.A. assigned their respective preemptive rights, in accordance with article 171, paragraph 6 of the Brazilian Corporation Law. The sale of the shares will be carried out through the capitalization of credits held by the Investor arising from the Share Purchase Agreement, in accordance with article 171, paragraph 2 of the Brazilian Corporation Law.

The partial approval may include additional shares beyond those that will be subscribed by the Investor. The number of additional shares will depend on the manifestation of the Company‘s shareholders who wish to realize the anticipated subscription of shares under the Capital Increase.

Barretos, May 20, 2015.

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