Minerva : Material Fact - Merger of Mato Grosso Bovinos S.A.

MATERIAL FACT

Barretos, February 21, 2017 - Minerva S.A. ('Minerva' or 'Company'), one of the South America's leading companies in production and sale of in natura meat, live cattle and related products, which also operates processing beef, pork and poultry, in compliance with Article 157, 4th paragraph of Law No. 6.404, of December 15, 1976, as amended ('Corporations Law'); CVM Instruction No. 358, of January 3, 2002, as amended; and CVM Instruction No. 565, of June 15, 2015, informs to its shareholders and to the market the following:

The Board of Directors of the Company, at its meeting held on February 21, 2017, approved to submit to the shareholders' meeting of the Company, among other subjects, the following proposals: (i) the merger of Mato Grosso Bovinos S.A. ('Mato Grosso' or 'Merged Company') into the Company, under the terms of 'Private Instrument of Protocol and Reasoning of the Merger of Mato Grosso Bovinos S.A. into Minerva S.A.' (the 'Protocol' and the 'Merger'); (ii) new plan to grant the option to purchase shares issued by the Company ('Stock Option Plan'); and (iii) increase of the limit of the authorized capital of the Company .

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Minerva S.A.
Eduardo Pirani Puzziello
Investor Relations Officer