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INVESTOR RELATIONS


MARFRIG GLOBAL FOODS S.A.

Publicly Held Company

Corporate Taxpayer ID (CNPJ/MF): 03.853.896/0001-40 (BM&FBOVESPA: MRFG3)


Notice on Transactions with Related Parties


São Paulo, February 10, 2016 - Marfrig Global Foods S.A. ("Company" or "Marf rig" -

BM&FBovespa: MRFG3 and Level 1 ADR: MRTTY), in compliance with Instruction 552 of the Securities and Exchange Commission of Brazil ("ICVM 552") dated October 9, 2014, hereby informs the public that the Company entered into the following transaction with a related party, which was finalized on January 29, 2016:



Names of Related Parties

Marfrig Global Foods S.A. ("Marfrig"); Marcos Antonio Molina dos Santos ("Marcos") and Marcia Aparecida Pascoal Marçal dos Santos ("Marcia").


Relationship with Issuer

Marcos and Marcia are controlling shareholders of the Issuer, directly as individuals and indirectly through the legal entity MMS Participações Ltda.

Transaction Final Date

January 29, 2016.


Object of Agreement

Sale by Marfrig of MFG Agropecuária Ltda. ("MFG") acquired by Marcos.

MFG consists of the animal feedlot operation for Marfrig in Brazil.


Main Terms and Conditions

Sale by Marfrig of its entire interest in MFG, corresponding to 99.99% of the capital stock of MFG, in full to Marcos. The total value for this transaction was R$95 million, already including interest at a fixed rate of 15% per year. There was a down payment of R$10.9 million and the remaining balance of this transaction will be paid in 9 quarterly installments. The transaction is secured by the assets of MFG, by a Promissory Note and endorsed by Marcos and Marcia for an amount corresponding to one hundred and ten per cent (110%) of the balance due.


Reasons for the issuer's management to consider that the transaction has been entered at an arm's length basis

The negotiation between Marfrig and Marcos reflect the terms of purchase and sale of ownership interest that are strictly compatible with and appropriate for those usually practiced in the market.

The transaction was previously discussed and approved by the Audit Committee, Management Committee, and Financial and Risk Management Committee of Marfrig and conducted and supported by a technical evaluation Report prepared by PricewaterhouseCoopers Auditores Independentes.


The divestment in MFG is aligned with the strategic plan "Focus to Win", which aims to achieve an operation that is simpler and more focused on core assets.

The value for this transaction is in line and in accordance with those practiced in the market, because a significant portion of MFG's assets is composed of heads of cattle, whose value is publicly known and duly referenced by the market. Thus, the transaction pricing surely followed all these parameters.

Possible participation of the other party, its partners or managers in issuer's decision-making process concerning the transaction or negotiation of transaction as representatives of the issuer, describing these participations

Marcos and Marcia abstained from deliberating in the issuer's decision-making process concerning the transaction.

Marfrig Global Foods SA issued this content on 10 February 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 10 February 2016 20:46:15 UTC

Original Document: http://ir.marfrig.com.br/EN/Documentos/3849_Notice to the Market MFG Agrop.pdf