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By Laws

CHAPTER I
CORPORATE NAME, HEAD OFFICES, FORUM, PURPOSE AND TERM OF DURATION

Article 1 - MINERVA S.A. ("Company") is a corporation governed by these Bylaws and by the applicable laws.

Paragraph 1 -With the Company‘s listing in the Novo Mercado special listing segment of BM&FBovespa S.A. - Securities, Commodities and Futures Exchange ("Novo Mercado" and "BM&FBOVESPA"), the Company, its shareholders, managers and members of the Fiscal Council , when installed, are subject to the Listing Regulations of the Novo Mercado segment of the BM&FBOVESPA ("Novo Mercado Regulations").

Article 2 - The Company’s head offices and forum are located in the City of Barretos, State of São Paulo, on the extension of Avenida Antonio Manço Bernardes, n/n, at Rotatória Família Vilela de Queiroz, CEP 14781-545. The Company may open, close and change the address of branches, agencies, warehouses, distribution centers, offices and any other establishments in Brazil or abroad by resolution of the Board of Executive Officers, in compliance with the provisions of article 21, item IV, of these Bylaws.

Article 3 - The Company’s purpose is to:

I. exploit the processing and sale of meat, as well as farming and livestock-raising of all kinds, including, but not limited to:

(i) producing, processing, manufacturing, trading, buying, selling, importing, exporting, distributing, benefiting and representing:

(a) live or slaughtered cattle, sheep, hogs, poultry and other animals, as well as beef, offal, their products and byproducts, either fresh or processed, or altered in any way whatsoever;

(b) fish or other sea-food products;

(c) products and by-products of animal and vegetable origin, edible or not, including, but not limited to, products for animals (such as nutritional additives for animal feed, balanced feed and food prepared for animals), condiments, glycerin, grease-based products, hygiene, personal cleansing and domestic product, collagen, perfume and hairdressing articles, cosmetics, tanning derivatives and other activities related to the preparation of leather;

(d) Proteins and food products in general, fresh or prepared, transformed or not, for Brazilian and foreign markets;

(e) Products related to the exploitation of the activities mentioned above, such as bandsaw blades, knives, hooks, uniforms and disposable accessories and appropriate packaging;

(f) sugarcane industry and cultivation, on the Company‘s own land, or through agricultural partnerships on land belonging to third parties, and the sale of sugar, ethanol and its derivatives; and

(g) any products related to the activities cited in the previous items.

(ii) establishing, operating and exploring slaughterhouses, meatpacking plants and industrial establishments designed for the preparation and preservation of meat and other products resulting from the slaughter of livestock of any kind, by any means to which they are susceptible;

(iii) building, trading, installing, importing and exporting, machinery, parts and equipment for the preparation of meat and its byproducts, on its own account or on behalf of third parties;

(iv) exploiting the warehousing and bonded warehousing of meat and its edible byproducts, as well as other perishables, especially by means of cold storage;

(v) building, offering or representing, including as an agent, meatpacking plants, warehouses, plants and producers;

(vi) to manage, produce, sale, import and export electric power, biofuel and bio-diesel and its derivatives, based on animal fat, vegetable oil and byproducts, and bio-energy;

(vii) the manufacture, sale, import and export alcoholic and non-alcoholic beverages in general, including distilled drinks and soft drinks containing liquefied carbon dioxide (fizzy drinks), as well as exploitation of the bottling activities related to the above-mentioned drinks, at the Company‘s own premises or those of third parties; and

(viii) production, industrialisation, distribution, sale and storage of chemical products in general.

II. the providing of services to third parties, including the transportation of goods;

III. participating in other companies in Brazil or abroad, as a partner, shareholder or quota holder; and

IV. carrying out all legal acts directly or indirectly related to the Company’s purposes.

Article 4 - The Company shall operate for an indefinite term of duration.

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