Marfrig Global Foods : Capital Increase

91dfcf82-257e-44fe-8c6e-4c61dde93cd6.pdf MARFRIG GLOBAL FOODS S.A. Taxpayer ID (CNPJ/MF): 03.853.896/0001-40 State Registry (NIRE): 35.300.341.031 Publicly Traded Company MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS HELD ON MAY 25, 2016 Date, Time and Place: Meeting of the Board of Directors of Marfrig Global Foods S.A. ("Company"), located at Avenida Chedid Jafet, nº 222, Bloco A, 5º Andar, Sala 01, Vila Olímpia, CEP 04551-065, in the City of São Paulo, State of São Paulo, held on May 25, 2016, at 11 a.m. Call Notice and Attendance: The call notice was duly sent to all Directors of the Company. The meeting was attended by Messrs. Marcos Antonio Molina dos Santos - Chairman of the Board, Marcia Aparecida Pascoal Marçal dos Santos, Rodrigo Marçal Filho, Alain Emilie Henry Martinet, Herculano Aníbal Alves, Antonio dos Santos Maciel Neto, Marcelo Maia de Azevedo Correa, Carlos Geraldo Langoni and David G. McDonald. Presiding: Chairman: Mr. Marcos Antonio Molina dos Santos; Secretary: Mr. Heraldo Geres. Agenda: To consider and vote on the capital increase of the Company within the limit of authorized capital, in accordance with Article 6 of the Bylaws of the Company, to meet the needs of the Stock Option Plan in force ("Stock Option"), upon the issue of new common shares of the Company. Decisions: After examining and discussing the matters on the agenda, the members of the Board of Directors decided, by a unanimous vote of those present, to approve the capital increase of the Company, within the limit of authorized capital, with the exclusion of the preemptive rights of the registered shareholders of the Company in the subscription of the Shares, to be used to meet the needs of the Stock Option Plan in force ("Stock Option") in accordance with Article 168, §3º and 171, §3º of Federal Law 6,404 of December 15, 1976, as amended, and with Article 6 of the Bylaws of the Company, in the amount of two hundred forty six thousand, nine hundred and one reais (R$246,901), upon the issue of ninety four thousand, nine hundred sixty three (94,963) new book-entry, registered common shares without par value. Consequently, the capital of the Company shall increase from the current five billion, two hundred seventy six million, nine hundred seventy one thousand, three hundred nine reais (R$ 5,276,971,309.00), divided into five hundred twenty million, eight hundred fifty thousand and three (520,850,003) registered common shares without par value, to five billion, two hundred seventy seven million, two hundred eighteen thousand, two hundred ten reais (R$ 5,277,218,210.00), divided into five hundred twenty million, nine hundred forty four thousand and nine hundred sixty six (520,944,966) registered common shares without par value. The shares shall be paid up in cash, upon subscription, in local currency, by the beneficiaries of the Stock Option Plan. The common share issued confer to their holders the same rights and benefits conferred to the holders of shares of the same type, in accordance with Federal Law 6.404, of December 15, 1976 and with the Company's Bylaws. The Executive Board is hereby authorized to take all measures and to practice all acts required to implement the above decisions. Closure: There being no further matters to address, these Minutes were drawn up, read, approved and signed by all Directors in attendance. Signatures: Presiding: Chairman: Mr. Marcos Antonio Molina dos Santos; Secretary: Mr. Heraldo Geres. Directors in attendance: Messrs. Marcos Antonio Molina dos Santos - Chairman of the Board, Marcia Aparecida Pascoal Marçal dos Santos, Rodrigo Marçal Filho, Alain Emile Henri Martinet, Herculano Aníbal Alves, Antonio dos Santos Maciel Neto, Marcelo Maia de Azevedo Correa, Carlos Geraldo Langoni and David G. McDonald.

I certify that this is a true copy of the original minutes in the records of the Company.

São Paulo, May 25, 2016

Heraldo Geres

Secretary