Minerva : Minutes of the Board of Directors´ Meeting - Result Approval 4Q16 and 2016

1. Date, Time and Venue: Held on February 21, 2017, at 9:00 a.m., at the headquarters of Minerva S.A. ('Company'), at Rua Leopoldo Couto de Magalhães Júnior, 758, 8.º andar, cjto. 82, Código de Endereçamento Postal ('CEP') 04542-000, in the city and state of São Paulo.

2. Presiding Board: Edivar Vilela de Queiroz, Chairman; Fernando Galletti de Queiroz, Secretary.

3. Call Notice: The call notice was sent to the members of the Company's Board of Directors on February 6, 2017.

4. Attendance: All the Company's Board members attended the meeting. Some of the members were present at the Company's headquarters and some of them attended the meeting remotely, pursuant to the Company's Bylaws. In accordance with article 163, paragraph 3 of Law 6,404, of December 15, 1976, as amended ('Brazilian Corporation Law'), Dorival Antonio Bianchi, Luiz Claudio Fontes and Luiz Manoel Gomes Junior, sitting members of the Company's fiscal council, also attended the meeting.

5. Agenda: The Board members met to examine, discuss and resolve on (i) the Company's financial information related to the quarter ended on December 31, 2016; (ii) the accounts of the Executive Officers, the management report and the financial statements of the Company, accompanied by the independent auditors' opinion, related to the fiscal year ended on December 31, 2016, and approve the submittal of said documents to the annual shareholders' meeting; (iii) the Management proposal related to the allocation of net income for the fiscal year ended December 31, 2016 and its submittal to the annual shareholders' meeting; (iv) the proposal related to the management's overall compensation for fiscal year 2016 and its submittal to the annual shareholders' meeting; (v) the calling of the Company's annual shareholders' meeting; and (vi) the instruction for the vote to be cast by the Company at annual shareholders' meetings and annual partners' meetings of its subsidiaries, related to the following matters: (a) the accounts of the Executive Officers, the management report and the financial statements, accompanied by the independent auditors' opinion (when applicable), related to the fiscal year ended on December 31, 2016; and (b) the allocation of net income for the fiscal year ended on December 31, 2016.

6. Resolutions taken: After discussing the matters on the agenda, the Board members unanimously and without restrictions resolved the following:

6.1 To approve the Company's financial information related to the quarter ended on December 31, 2016.

6.2 To approve the accounts of the Executive Officers, the management report and the financial statements of the Company, accompanied by the independent auditors' annual report, related to the fiscal year ended on December 31, 2016, which will be submitted to the Company's annual shareholders' meeting.

6.3 To approve the Management proposal related to distribution of dividends and the allocation of net income for the fiscal year ended December 31, 2016, that will be submitted to the Company's annual shareholders' meeting.

6.4 To approve the proposal related to the management's overall compensation for fiscal year 2017, which will be submitted to the Company's annual shareholders' meeting.

6.5 To approve the calling of the Company's shareholders to convene at the annual shareholders' meeting to be held on March 31, 2017.

6.5.1 The information and documents related to the matters resolved on items 6.2, 6.3 and 6.4 above will be disclosed pursuant to the terms and deadlines set forth in article 133 of Law 6,404, of December 15, 1976, CVM Instruction 480, of December 7, 2009, and CVM Instruction 481, of December 17, 2009.

6.6 To establish that the Company will vote in favor of the following matters without restrictions, at the annual shareholders' meetings and annual partners' meetings of its subsidiaries: (a) the accounts of the Executive Officers, the management report and the financial statements, accompanied by the independent auditors' annual report (when applicable), related to the fiscal year ended on December 31, 2016; and (b) the allocation of net income for the fiscal year ended on December 31, 2016.

6.7 To authorize management to take all the necessary measures to execute the resolutions taken at this meeting.

7. Closure and Drawing up of the Minutes: There being no further business to discuss, the Chairman offered the floor to anyone who intended to speak and, as no one did, the meeting was adjourned for the time necessary to draw up these minutes, which were then read, approved and signed by all attendees. Venue and Date: São Paulo, February 21, 2017. Presiding Board: (undersigned) Edivar Vilela de Queiroz, Chairman; Fernando Galletti de Queiroz, Secretary. Attending Board members: (undersigned) Edivar Vilela de Queiroz, Antonio Vilela de Queiroz, Ibar Vilela de Queiroz, Alexandre Mendonça de Barros, Roberto Rodrigues, José Luiz Rego Glaser, Abdulaziz Saleh Alk-Rebdi, Salman Abdulrahaman Binseaidan, Abdullah Ali Aldubaikhi and Sergio Carvalho Mandim Fonseca. Attending Fiscal Council members: (undersigned) Dorival Antonio Bianchi, Luiz Claudio Fontes and Luiz Manoel Gomes Júnior.

Declaration: This is a free English translation of the original minutes drawn up in the Minutes Book of the Company's Board of Directors Meetings n. 11, pages 71-74.

São Paulo, February 21, 2017.

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