MARFRIG GLOBAL FOODS S.A. 
By PUBLIC COMPANY
TAXPAYER ID (CNPJ/MF): 03.853.896/0001-40 (BM&FBOVESPA: MRFG3)
MATERIAL FACT
São Paulo, January 3, 2014 - Marfrig Alimentos S.A. (BM&FBOVESPA: MRFG3 and ADR (Level 1): MRTTY - "Company"), in accordance with Article 157, Paragraph 4 of Federal Law 6.404 dated December 15, 1976 and with Instruction 358 dated January 3, 2002 issued by the Securities and Exchange Commission of Brazil (CVM), announces to investors and the general market that an Extraordinary Shareholders Meeting will be convened to decide on the Fifth (5th) Issue of Unsecured Convertible Debentures in a Single Series by the Company in the aggregate amount of two billion, one hundred and fifty million reais (R$ 2,150,000,000.00), for private placement without any sales efforts with investors, respecting the preemptive rights of current shareholders, with the proceeds used to redeem the debentures from the 2nd Issue.
The issue will involve two hundred and fifteen thousand (215,000) debentures (" Debentures ") with nominal unit value of ten thousand reais (R$ 10,000.00) (" No m inal Unit Value "). The Debentures will have a term of thirty-six (36) months as from the issue date (" M aturit y D ate "), which is scheduled for January 25, 2017.
The Debentures will be mandatorily convertible into shares of the Company on the Maturity Date, with the conversion price corresponding to the lowest of the following amounts: (i) R$ 21.50, restated annually by an interest rate corresponding to the overnight rate plus one percent (CDI+1%), less any and all payments received by shareholders (dividends or interest on equity); or (ii) the weighted average market price of MRFG3 shares on the spot market of the BM&FBovespa - Securities, Commodities and Futures Exchange in the last sixty (60) trading sessions immediately prior to the conversion date, with a minimum price of R$ 21.50. The Interest will be paid annually on the following dates: January 25, 2015, January 25, 2016; with the last payment date coinciding with the Maturity Date, on January 25, 2017.
All other terms and conditions stipulated in the Indenture of the 2nd Issue of Convertible Debentures, including the conditions for prepayment, are being preserved in this proposal for the 5th Issue of Debentures of the Company.
The discussion for the 5th Issue of Debentures, whose main purpose is the redemption of the 2nd Issue of mandatorily convertible debentures, that was initiated between the Company and BNDES Participações S.A. - BNDESPAR, the latter as the holder of more than 99% of said debentures from the 2nd Issue, had its final terms agreed upon through the execution of the Debentures Subscription Commitment Agreement and was initiated under the scope of the divestment, by the Company, of the Seara business unit (" Seara D ivestm ent ").
The Seara Divestment led to a significant reduction in the debt of the group, which made possible the drafting of a short and medium term strategy that incorporates lower execution risk and very positive growth levels over the long term.
Subsequent to this transaction, BNDESPAR committed to migrate the aggregate total of the debentures from the
2nd Issue that it currently holds to the Debentures from the 5th Issue. This new Debenture issue incorporates a new
interest payment schedule for debenture holders, with the next maturity in 2015, which allows for aligning the maturity profile with the growth plan and capital structure of the Company.
Av. Chedid Jafet, 222 Bloco A - 3º andar - Vila Olímpia - São Paulo - SP - CEP: 04551-065
Tel: (55 11) 3792-8600/8650 www.marfrig.com.br/ri e-mail: ri@marfrig.com.br
The new strategic plan "FOCUS TO WIN" of Marfrig, which incorporates guidelines for growth, profitability and deleveraging over the coming years, is aligned with this new issue, which maintains the nature of the mandatory conversion of debentures into shares issued by the Company.
Additional details will be provided together with the instructions contained in the call notice for the Extraordinary
Shareholders Meeting in accordance with CVM Instruction 481.
Chief Financial and Investor Relations Officer
Marfrig Alimentos S.A. IR Contacts:Av. Chedid Jafet, 222 Bloco A - 3º andar - Vila Olímpia - São Paulo - SP - CEP: 04551-065
Tel: (55 11) 3792-8600/8650 www.marfrig.com.br/ri e-mail: ri@marfrig.com.br
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