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Code of Ethics

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MESSAGE FROM THE CHIEF EXECUTIVE OFFICER

Minerva S.A ("Minerva Foods") is one of the largest companies in the food industry in South America. We act with ethics and recognized competence, consolidating our success by providing products with the highest quality. Production is always carried out with unrestricted respect for the employees’ health and safety, the laws and rules of the society (including environmental rules) and animal welfare.

This is the guideline expressed in the Code of Ethics - Guide of Conduct of Minerva Foods, reviewed and updated in line with the best corporate governance practices. It guides each of us in all situations, regardless of the role, position or performance at Minerva Foods. Employees in leadership positions must also disclose it to their teams.

To ensure the commitment to this Code, Minerva Foods has an interdepartmental and impartial Ethics and Integrity Committee that ensures compliance with all ethical conduct and values described in this document.

The application of these standards is extremely important to achieve long-term success: it is not just a differential to better serve and meet the needs of our internal and external customers, but a path to achieve the respect of everyone involved with our company.

Fernando Galletti de Queiroz
Chief Executive Office

1. PURPOSE, SCOPE AND APPLICATION

1.1. The purpose of this Code of Ethics - Guide of Conduct ("Code") is to establish and promote ethical values and principles and social and environmental responsibility of general acceptance applicable to "Related Persons", understood as such Minerva S.A. ("Minerva Foods" or "Company"), its direct and indirect employees, which include the members of its Board of Directors and advisory committees, members of the Board of Officers and the Fiscal Council (and, when considered together, "Employees"), shareholders (including the Holding company of Minerva S.A.), suppliers, service providers, partners, Company’s representatives and professionals assigned to work in other countries, or who have any other type of contractual relationship, without hierarchical level distinction, comprising the head office, units and subsidiaries in Brazil and other countries where it operates, as well as other interested parties, in order to adopt adequate standards of conduct in a global, complex and ever-changing environment.

1.1.1. Related Persons must read and understand the guidelines and rules set forth in this document. After read and understand this Code, Related Persons must sign the Term of Commitment and Acceptance, pursuant to Annex I hereto. In addition, Employees must, upon taking office or at the time of their admission, as appropriate, sign the Term of Commitment and Acceptance.

1.1.2. Related Persons are responsible for knowing, accepting, complying with and disclosing this Code, as well as ensuring compliance with its terms and conditions.

1.1.3. In addition to the provisions of this Code, the Related Persons are also responsible for knowing, accepting, complying with, as applicable, the legislation and regulations applicable to the Company and its respective professional activities, as well as the Bylaws and other policies and internal rules of the Company, and they must observe and ensure the compliance and dissemination in the performance of their duties and in the Company’s internal and external relations.

1.1.4. In no event, the non-compliance with the provisions of this Code or of any applicable legal or regulatory obligations may be used as a defense argument against any deviations and/or non-compliance.

1.1.5. The updated list of companies which comprise Minerva Foods may be found at www.minervafoods.com.

1.1.6. No one, regardless of their position, years of service or any other particularity, has the authority to request any action contrary to this Code. None of its items may be dismissed, nor is it subject to any kind of waiver or exemption due to commercial, operational, competitive demands, industry practices or other requirements.

1.2. This Code is not intended to exhaust the expected conducts or examples to which its provisions shall be applicable, but to indicate guidelines and minimum standards of behavior that should be learned and spread by the Employees and other persons subject to this Code.

1.3. This Code is supported and shall be construed according to the legislation and regulation applicable to the Company, as well as its Bylaws and other policies and internal rules.

1.4. This Code is in line with Minerva Foods’ mission, vision and values, as follows:

  • Mission: To provide quality food worldwide with socioeconomic and environmental responsibility. Minerva Foods will operate from a high level of operational efficiency, supporting the team and valuing our Employees, cultivating respect and reliance in the business areas in which it operates.
  • Vision: To be the most efficient company, always seeking to maximize the return on invested capital for all its business segments with appropriate risk management policies.
  • Values: Integrity, commitment, responsibility, initiative, cooperation, simplicity and determination.

2. REFERENCES

2.1. This Code has as reference: (i) the corporate governance guidelines of the Company’s bylaws, as amended ("Bylaws"); (ii) general standards issued by the Securities and Exchange Commission ("CVM") on the subject; (iii) the Brazilian Corporate Governance Code - Listed Companies; (iv) guidance of the Brazilian Institute of Corporate Governance ("IBGC"); and (v) the Novo Mercado Listing Regulation of B3 S.A. - Brasil, Bolsa, Balcão ("B3" and "Novo Mercado Regulation", respectively).

3. PRINCIPLES

3.1. The Company bases its business and activities and, consequently, this Code, on the following ethical principles ("Minerva Principles"):

  • Promote and protect the health and physical integrity of its Employees, service providers and visitors, through safe conditions and behavior and management of hazards and risks identified in its processes, minimizing the incidents occurrence.
  • Respect the environment and the community, through the prevention of pollution and conservation of natural resources, contributing to the preservation of the environment, aiming at business sustainability, managing the significant environmental aspects with the proper treatment of its liquid effluents, solid waste and atmospheric emissions.
  • Promote the implementation of management practices to ensure animal welfare.
  • Offer safe, lawful and authentic food products, in compliance with food quality and safety standards, promoting the continuous improvement of its processes, products and services.
  • Respect its Employees, rejecting any and all forms of discrimination, forced and child labor, with the creation of conditions for their growth, through education for work, promoting the participation and development of the Company with local communities, especially close to the Company’s undertakings, with actions that benefit and strengthen its image.
  • Comply with the law and other applicable rules and regulations.
  • Seek to meet the needs and expectations of its customers and other interested parties.

3.2. Minerva Principles are the pillars that support the Company’s development, indicating its determination to continuously seek the highest standards of integrity, transparency, commitment, efficiency, quality, trust and ethics, in order to always overcome itself in all its activities. In this regard, Minerva Principles support the negotiation of contracts, agreements, proposals to amend the Company’s Bylaws, as well as the development of its policies.

3.3. As stated in item 1.1 of this Code, this document was prepared to indicate, in general terms, the attitudes and actions that the Company considers appropriate and recommends for the development of professional activities and its businesses, as well as those that it deems objectionable, establishing minimum and non-negotiable standards of behavior which must be observed by Related Persons and which are in line with the Minerva Principles.

4. COMMITMENTS

4.1. Protect and promote safety and health in the Company. Minerva Foods prioritizes working conditions that allow the balance between the personal, professional and family life of everyone, guaranteeing safety and health at work. Thus, Employees and service providers who work on the Company’s premises must know and comply with the health and safety standards and policies and procedures established by the Company in the exercise of their activities.

4.1.1. The right to refuse Employees is guaranteed, accepting the suspension of their activities, in case of serious and imminent risk to their life or physical integrity. When identifying a possible health or safety risk situation, direct and indirect Employees, service providers, suppliers, partners and representatives must stop the activity and inform the person in charge, who will notify the Company’s Health and Safety area. In the event that there is no answer and the problem persists, the case must be informed to the Reporting Channel (as defined in the item 9.1 below).

4.1.2. Safety and loss prevention are considered in all business aspects and in the Company’s operational and strategic planning, always using the principle of proportionality and respect the human rights rights and the labor relations protection standards in determining standards, procedures and performance of its actions to protect and promote safety and health within the Company’s environment. In this sense, all occurrences and incidents related to safety are recorded and investigated, to determine the corrective or preventive actions necessary for the continuity of security operations preventing the recurrence of these actions, as well as contributing to the continuous improvement of safety standards adopted by the Company.

4.1.3. As part of its strategy for implementing safety within the workplace, the Company adopts emergency response plans, crisis management, which are regularly tested to ensure their effectiveness, in addition to educational actions, training, audits and all other actions pertaining to the implementation of the security system.

4.2. Respect the environment. Minerva Foods bases all its activities in strict compliance with environmental law, rules and regulations, seeking to optimize natural resources, sustainable development and the preservation of the environment and biodiversity.

4.2.1. Therefore, the Company supports and promote new technologies to integrate the companies of its group, encouraging Related Persons and the community in general to have conscious attitudes relating to recycling, defense and valorization of natural resources.

4.2.2. All Related Persons must conduct their activities and services pursuant to the applicable regulations, using natural resources without harming the environment, as well as actively work to improve it, and must be proactive in the development of any initiative that provides such an improvement.

4.3. Respect the privacy, confidentiality and use of personal data. Minerva Foods is committed to the privacy and confidentiality of personal data collected from its employees, suppliers, customers, investors and any other people with whom it eventually has a relationship.

4.3.1. The personal data processing will always be carried out with responsibility, transparency, safety, ethics and pursuant to the applicable laws of each country where the Company operates.

5. RULES OF CONDUCT

5.1. Workplace. Minerva Foods values a dignified, safe and pleasant work environment, in appropriate conditions of hygiene, health and safety, in which attitudes of respect and courtesy prevail, and relationships are guided by team work, loyalty, mutual respect, transparency and professionalism, in line with current law, especially in relation to the environment, occupational health and safety, providing its Employees and service providers with facilities and means necessary for the performance of their duties, which must be maintained by them.

5.1.1. Any and all embarrassment must be avoided and abuses of power or harassment of any kind, such as sexual, economic or moral, are not tolerated. The same applies to situations which constitute disrespect, intimidation, threats and physical and moral violence.

5.1.2. In this respect and to preserve a healthy and safe workplace, the Company has provided the following restrictions:

  • The trading, the possession or use of illegal drugs and alcoholic beverages are strictly prohibited during working hours, as well as the exercise of professional activity in an altered or intoxicated state;
  • No weapons of any kind are allowed on Minerva Foods’ premises, except for those used by professionals trained in their use, and only for authorized purposes;
  • The use of cell phones and/or electronic devices within the factory for any purpose is prohibited. These devices, among other valuable items, during the working hours, must be kept in personal cabinets, properly monitored. They may be accessed only during the lunch break and used only in the break area.
  • No one is authorized to disclose, by means of commercial advertising or any other form, offer or sell any type of product or service, of itself or third parties, on the Company’s premises, unless formal authorization is granted by the Board of Officers;
  • It is expressly prohibited to film or photograph the Company’s internal areas without prior authorization from the Corporate Communication area; and
  • Any type of advertising, exhibition, presentation or similar actions, with a political, religious or biased nature on Minerva Foods premises, is strictly prohibited, and no one is authorized to act on behalf of the Company for this purpose, both internally and externally.

5.1.3. In addition, the Company expresses its commitment and link with human and labor rights recognized in national and international law.

5.2. Conflict of interests. Minerva Foods does not admit that personal, private or family interests interfere in its business, nor in the obligations that Related Persons have with Minerva Foods, and prohibits the loan of Minerva Foods assets or funds for personal or third parties use, except with the consent of the Board of Officers. In this sense, it is the responsibility of every Employee to refrain from participating in any negotiations, contracting, approvals or management of third parties in situations that constitute or may constitute a conflict of interest.

5.2.1. In relation to possible conflicts of interest, Employees must comply with the following general principles of conduct:

  • Independence: act at all times with professionalism, loyalty to the Company and its shareholders and with independence regarding their own interests or those of third parties, refraining from prioritizing their own interests and those of people connected to them to the detriment of Minerva Foods’ interests.
  • Abstention: refrain from intervening or influencing the decision-making that may affect the Company, from participating in the resolutions in which these decisions are made and from accessing confidential information that affects those decisions.
  • Communication: inform actual or potential conflicts of interest in which they are or may be involved, prior to the completion of the operation or business.

5.2.2. The shareholders and members of the Board of Directors and the Company’s committees, must abstain from voting on resolutions regarding matters in which their interests are in conflict with those of the Company, and should express any conflict at the beginning of each meeting, as applicable.

5.2.3. Parallel activities, commercial or otherwise, that harm or conflict with the performance of duties, at the same time or outside the working hours, or that generate a conflict of interest, are not allowed, and it is also prohibited to obtain or favor undue advantages, commissions arising out the function or position held at the Company, as well as the improper use of privileged information obtained within Minerva Foods. If the Employee carries out any parallel activity that is not consistent with the conditions set forth herein, he must keep the Company informed, through his manager and the Human Resources area, specifying the activity performed outside the Company. It is prohibited to engage itself in parallel activities in another employment that compete with the activities developed at the Company, that is, in which the Employee uses his technical knowledge to provide services to another employer in a competitive manner or that harm the Company’s activities at any level. The violation of this item may characterize a serious breach by the Employee and the application of the penalties provided for in the Consolidation of Labor Laws, as applicable.

5.2.4. In order to maintain the transparency of the relations, preserving Minerva Foods’ impartiality and image, it is not allowed to receive exclusive benefits, free or favored, and its receipt must be reported to the supervisor, whenever gifts, bonuses, hospitality, sponsorships, lunches, money, services, goods, products, giveaway, among others of self-interest from suppliers, customers or interested third parties, in an amount that exceeds the equivalent, in national currency, to one hundred dollars (USD 100.00), (i) whose purpose is to do business; (ii) that involves some important decision making; or (iii) with rival companies, which may cause conflicts of interest.

5.2.5. Unacceptable gifts and/or giveaway are: free services, donations, loans, reimbursements of expense, valuable items, use of equipment, accessories or facilities.

5.2.6. Special treatment for Employees based on the granting, at any title, of gifts and/or giveaways must be informed to the supervisor. If the gift and/or giveaway has already been accepted, it should be returned in due time.

5.2.7. Any Related Person who already carries out a parallel activity or plans to develop it, is the owner or partner of a company or is related to people in companies that have or may have business transactions with Minerva Foods, must communicate to the responsible manager, who, in turn, will consult the Committee (as set forth in the item 10.1 below), which will indicate the measures that must be taken to avoid conflict of interests, and this person is prohibited from representing Minerva Foods in any negotiations between companies.

5.2.8. Related Persons must communicate the following situations to their respective managers: (i) if they are partners/shareholders, officers or if they have a financial interest in (a) other companies in the same branch of activity, (b) suppliers, or (c) Minerva customers; and (ii) if they have close relatives in these positions.

5.2.9. Corruption and money laundering. Minerva Foods is strongly committed to the fight against corruption in all its forms, including extortion and bribery, as well as complies with all the requirements of laws to prevent money laundering and terrorist financing. In this sense, the Company complies with all applicable rules set forth in the international treaties signed by Brazil and in the United Nations Global Compact against Corruption, as well as adheres to Laws No. 12,846/2013, No. 8,429/92, No. 8,666/93 and No. 9,613/98 and the regulations relating to the matter, of the countries in which it has a presence and/or does business, whenever required by law ("Anticorruption Laws").

5.2.10. In addition, all Related Persons must comply with all applicable Anti-Corruption Laws and regulations, national or foreign, including the anti-corruption provisions of the laws enacted to implement the Convention on Combating Bribery of Foreign Public Officials in International Business Transactions (OECD), as well as with all laws to prevent money laundering and terrorist financing.

5.2.11. The Company will not tolerate any form of active or passive corruption, such as extortion or bribery, in an attempt to influence business, or obtain any undue advantage. The Company aims to conduct business exclusively with customers and partners involved in legitimate and legal business. Any suspicious activities must be reported in a timely manner to the Committee or through the Reporting Channel.

5.2.12. All contracting and businesses conducted by the Company obey the Anti-Corruption Laws, always formalizing their contracting and guiding their conduct to what was formally agreed.

5.2.13. Retaliation against any Employee of the Company who refuses to offer, promise, authorize or pay any undue advantage, or to carry out any act of extortion or bribery is prohibited, even if this causes loss of business by the Company.

5.3. Degree of relationship. It is not allowed that members of the same family and blood relative within the fourth (4th) degree or by affinity1 are subordinate to the same supervisor. If this occurs, the hierarchical superior must be immediately notified, in order to study the allocation of Employees and the possibility of transfer, under penalty of serious misconduct.

5.3.1. Any exceptions to the above rules must be approved by Minerva Foods’ Chief Executive Officer.

5.4. Diversity. All employment decisions are made respecting diversity, and no discriminatory or segregating conduct should be practiced, whether by race, color, nationality, sex, religion, age, sexual orientation, origin, disabilities, political beliefs, function or any other personal features. Nor are conducts that cause embarrassment or intimidation, such as threat, blackmail, false testimony, moral or sexual harassment, insults, exposure to ridicule, insults or insinuations, be accepted.

5.4.1. Minerva Foods repudiates child labor and any form of forced labor or in conditions analogous to slavery.

6. COMPLIANCE WITH LAW AND OTHER APPLICABLE RULES AND REGULATIONS

6.1. Bribery and corruption. Minerva Foods does not tolerate any act related to bribery or corruption, both inside and outside its premises.

6.1.1. The concept of corruption is vast, ranging from bribery to public officials, extortion, kickback, facilitation payments, money laundering, exchange favors, even fraud, influence peddling or any other practice in which a reward is involved, of any nature, or even the promise of reward from the corrupted in exchange for irregular gains or benefits, in the corrupter’s interest.

6.1.2. The Company repudiates any initiative related to procedures to hide or legitimize illicit financial funds, including, but not limited to:

  • Unusual forms or complex payment patterns;
  • Unusual transfers to/from countries not related to the transaction;
  • Tax avoidance; and
  • Money laundering

6.1.3. Red flags are:

  • Orders or purchases that are not consistent with the normal activity of a customer, representative, supplier, third party, etc.;
  • Requests for payment in cash or cash equivalent;
  • Requests to make or accept payments from third parties;
  • Requests to send products to a country where the buyer or seller does not operate; and
  • Request for payment of "urgency fees" (kickback for bureaucratic services to be performed or licenses granted).

6.1.4. Any indication of occurrences related to the above themes or other correlated ones must be informed immediately to the Reporting Channel.

7. EQUITY PROTECTION

7.1. Use of information technology assets and equipment. All personal and real property, equipment, facilities and other items that comprise the fixed or intellectual assets, which include brands and other intangible assets, such as patents, licenses, software and know-how, business and commercial strategies, information on research and operational data from Minerva Foods should be used exclusively for the development of professional activities, with diligence, and for the Company’s exclusive benefit, avoiding waste.

7.1.1. The corporate electronic address (e-mail) and access to the Internet through computers and devices connected to the Minerva Foods network are intended primarily for professional purposes and in Minerva Foods’ interests.

7.1.2. All information stored on servers (owned, rented or in the cloud), computers, tablets or telephones provided by the Company are owned by the Minerva Foods.

7.1.3. The Company reserves the right to verify the use of computers, tablets, telephones, or other assets assigned by the Company, through a hierarchical superior or internal audit, and if the inappropriate use of such assets is proven, the Company is responsible for adopting the necessary measures to correct deviations.

7.1.4. The copy or installation of software and programs on the Company’s computers must be carried out only with authorization from the Information Technology area.

7.1.5. Any and all passwords used to operate any equipment or application, necessary for conducting work at Minerva Foods, are for exclusive and personal use, and must not be shared with anyone.

7.1.6. The Company repudiates any and all actions related to pornography or sexual exploitation of children and adolescents. Thus, downloads, uploads, sharing, storage, use, likes and/or positive reactions to obscene, pornographic, violent, discriminatory, racist or defamatory content that disrespects any person, company or entity, or is contrary to policies and Minerva Foods’ interests are expressly prohibited.

7.1.7. The resources and equipment used in the professional activity owned by Minerva Foods must be used exclusively to serve its interests. Thus, to preserve this use, the Company reserves the right to control and monitor the contents and the use of these resources and, when owned, the equipment.

7.1.8. The employees’ personal equipment may not be connected to Minerva’s internal network or used in the exercise of their professional activities, unless approved by the board of officers.

7.2. Information security. Only the areas of Relations with Cattle Acquisition Suppliers, Investor Relations, Trade Marketing and Corporate Communication are authorized to make statements, comments or post photos and videos on behalf of Minerva Foods on social networks, as well as to disclose financial, operational and any other Company data on its behalf.

7.2.1. Furthermore, it is the duty of each Employee to seek guidance from its manager and the Company’s Technology Management to ensure the integrity of information, avoiding its modification, alteration or destruction without authorization.

7.2.2. All information produced or received by Related Persons as a result of professional activity that has been contracted by the Company, is owned by Minerva Foods.

7.3. Minerva Foods’ Disclosure Policy of Relevant Information. As a publicly-held company and committed to the good corporate governance practices proposed by B3 and IBGC, a document that establishes the Minerva Foods’ Disclosure Policy of Relevant Information was prepared in compliance with the exact terms of CVM Instruction No. 358, of January 3, 2002, as amended ("CVM Instruction 358" and "Disclosure Policy", respectively).

7.3.1. Thus, all Minerva Foods Employees, without exception, must comply with the terms of the Disclosure Policy, whose purpose is to regulate the use and disclosure of information within Minerva Foods, its subsidiaries and parent companies, which by their nature, may be classified as a relevant act or fact, pursuant to the terms of the Disclosure Policy, establishing the rules and guidelines that must be complied with by the Chief Investor Relations Officer and other persons linked to said policy, regarding the use, disclosure and confidentiality of such information that has not yet been disclosed to the public.

7.3.2. Employees must keep confidentiality about any information related to relevant acts or facts, as defined in the Disclosure Policy, which have not yet been informed or disclosed to regulatory bodies (for example, CVM), stock exchanges, over-the-counter markets and other similar entities, as well as shareholders and investors in general ("Privileged Information") to which they have access due to their position, until such relevant information is disclosed to the public under the Disclosure Policy, as well as to ensure that subordinates, trusted third parties and business contacts who may have access to the Privileged Information also do so, being jointly and severally responsible with them in the event of non-compliance.

7.4. Trading Policy of Securities Issued by Minerva Foods. All Minerva Foods Employees, without exception, must comply with the terms of Trading Policy of Securities Issued by Minerva Foods ("Trading Policy"), whose purpose is to prevent and avoid the use of Privileged Information for the personal benefit of the persons linked to the Trading Policy, and of the other persons mentioned therein, in trading with the Company’s securities, as well as determining the rules and limits established by law for trading such securities, pursuant to CVM Instruction 358 and the Company’s internal policies. The violation of the Trading Policy provisions is called insider trading, subjecting the wrongdoer to the applicable penalties provided for in the capital market regulation, notwithstanding the information provided in the Trading Policy.

8. CUSTOMERS AND SHAREHOLDERS’ NEEDS AND EXPECTATIONS

8.1. Relationship with customers. All Company’s customers must be served with courtesy, clarity, promptness, ethics and efficiency, without any distinction between them.

8.1.1. Minerva Foods does not discriminate customers, whether by origin, economic size or location. However, it reserves the right to terminate a commercial relationship whenever there is a loss of interest or disregard for legal, social, tax, integrity, sustainability, environment, health and safety issues, repudiating any and all antitrust, monopolistic or contrary actions to good marketing practices, in accordance with this Code.

8.1.2. The information about Minerva Foods products and services is always clear and true and they strictly follow the market legal requirements to which they are intended, respecting the established contractual conditions and repudiating the obtaining of any undue advantages from these contracts.

8.1.3. Minerva Foods is responsible for the safety and confidentiality of the proprietary information passed on by its customers.

8.2. Relationship with suppliers and service providers. The contracting and relationship of Minerva Foods with its suppliers and service providers must be guided and conducted by the highest ethical and transparency standards, and must be based on the principles of equality and justice, as well as comply with current internal rules and policies, with total integrity, avoiding any discrimination.

8.2.1. Any Employee who requests any contracting with the purpose to provide services and/or purchase equipment must comply with the Company’s internal rules.

8.2.2. In addition, the Company only deals with suppliers who are bound, among numerous other rules, to:

  • Confidentiality;
  • It is not involved in the use of illegal work;
  • It is not involved in the practice of labor analogous to slavery or child labor;
  • It is not involved in negative discrimination practices that limit access to employment relationship or its maintenance; and/or
  • Comply with all laws, regulations, administrative norms and determinations of government bodies, agencies or courts, in particular, but not limited to, the existing and applicable law regarding matters of anti-corruption, conflict of interest and money laundering, applicable to the conduct of their business, including the provisions of current legislation relevant to the environment, applicable labor, social security and tax laws.

8.2.3. Failure to comply with any of the obligations listed in the item 8.2.2 above authorizes Minerva Foods to immediately terminate the respective contract.

8.2.4. Whenever required, the Company is responsible for the confidentiality of proprietary information passed on by its suppliers and service providers.

8.3. Relationship with competitors. Minerva Foods supports, respects and defends free competition, always acting in accordance with the competition law in force in the countries in which it operates.

8.3.1. Any and all market and competitor information, legitimate and necessary to the business, must be obtained in a transparent and suitable manner, and its achievement by illicit means is not allowed, repudiating the offer of privileged information on market research or terms of contracts or anti-competitive, monopolistic or contrary actions to good market practices.

8.4. Relationship with communities and Government. Minerva Foods believes that it is also responsible for improving the quality of life of the communities surrounding its units, and seeks to strengthen and maintain a transparent relationship with all of them, in search of actions that benefit and respect their members, always respecting the local characteristics, traditions, values and peculiarities.

8.4.1. The Company fully and unconditionally respects the law and the authorities of all levels of government, diligently complying with all its demands.

8.4.2. The use of funds, including time, personal and real property and equipment for activities with a political nature, is strictly prohibited. Furthermore, it is expressly prohibited for the Company, whether on its own account or through intermediaries, to make donations, directly or indirectly, even as loans or advances, to politicians, candidates, and politically exposed person, including persons related to them, as well as political parties, party coalitions or unions.

8.4.3. Contributions of a social, cultural or any other nature are permitted by the Company, which, regardless of their legal form, whether a collaboration or sponsorship contract, a donation or any other legal figure or business, or the area to which they are intended (promotion of education, culture, sports, protection of the environment or vulnerable groups, etc.), must meet the following requirements: (i) have a legitimate purpose; (ii) not be anonymous; (iii) be formalized in writing; and (iv) when in cash, be made by any means of payment to identify the recipient of the funds and record the contribution. In-kind contributions are prohibited.

8.4.4. Before making any contribution referred to in the previous item, the Company business area or the proposing area must have carried out a preliminary investigation (due diligence) that allows to prove the legitimacy of the contribution, according to requirements established by the Compliance area. For these purposes, the Compliance area may establish different requirements, depending on the amount of the contribution or its characteristics.

8.4.5. In any case, the Company must condition its contribution, in the formalization document, to the maintenance, by the beneficiary, of the requirements and conditions that determined its approval and respect for the purposes for which it was granted. In this sense, if the contribution has been made, but it has been found that the data resulting from the preliminary investigation procedures (due diligence) were false or inaccurate, or that the beneficiary did not comply with the conditions that determined the contribution or gave a different use to what was agreed, the contribution will be revoked by the Company, without prejudice to the exercise of other actions that may be applicable.

8.5. Relationship with the press. Minerva Foods believes that all the media are important and provide a relevant service to society and, whenever possible, the Company seeks to contribute with information that is requested or that it is interested in disclosing.

8.5.1. To this end, Minerva Foods has an Investor Relations area, which makes contact with media professionals, from all vehicles, always conducted by such area.

8.5.2. The interaction with the media is carried out exclusively by spokespersons duly authorized by the Company, with guidance from the Investor Relations area, being the main condition for expressing opinions on topics related to Minerva Foods, its subsidiaries and parent companies with any media type.

8.6. Relationship with unions. Minerva Foods respects free association, recognizes unions as legal representatives of workers and always seeks an open, frank and transparent dialogue.

8.6.1. Negotiations and dialogues with entities must be conducted only by formally authorized professionals.

8.7. Relationship with investors. As a publicly-held company with shares traded on B3, several investors and capital market professionals seek information about Minerva Foods. In light of the proper relationship with this public, the Company has an Investor Relations area, and professionals in this area are authorized and responsible for interacting with this public.

8.7.1. Employees belonging to the Investor Relations area are committed to ensure that all communications, disclosures and information about Minerva Foods are clear, accurate, complete and in accordance with the requirements of regulatory bodies.

9. QUESTIONS AND REPORTING CHANNEL

9.1. The Company makes available to Related Persons, including, but not limited to, all its industrial units, distribution centers and subsidiaries in Brazil, the communication channel Conexão Minerva - Internal and External Ombudsman of Minerva Foods, which provides Related People with a receiving mechanism, by the Company, for its suggestions, praise, concerns, complaints, criticisms, doubts and reports ("Reporting Channel"). This channel should not only be used to receive internal and external reports regarding non-compliance with this Code, but also reports regarding any non-compliance with the policies, laws and regulations applicable to the Company.

9.2. The Reporting Channel aims to contribute to the fight against fraud and corruption and to the effectiveness and transparency of the Company’s communication and relationship with interested parties, being a mechanism created to:

  1. Ensure that all activities where the Company operates are based on and guided by clear, precise ethical and moral principles and in strict compliance with current law and this Code;
  2. Ensure that the results are obtained in an integral, legal, fair and transparent manner;
  3. Preserve and reinforce the Company’s credibility, image and reputation;
  4. Contribute so that integrity, loyalty and trust are present in all relationships;
  5. Stimulate the social and environmental responsibility of the Employees and communication with the Company; and
  6. Create a relationship channel between the company and all interested parties, in order to strengthen communication.

9.3. The Reporting Channel involves an understandable and transparent proceeding, without any retaliation, whereby Related Persons may express themselves with total freedom and safety in relation to issues regarding possible illegal practices and inappropriate moral conduct, among others, in addition to any and all action in disagreement with or in conflict with this Code or with current law.

9.3.1. Whenever possible, the reports forwarded to the Reporting Channel shall be accompanied by concrete facts and data.

9.3.2. The reports received by the Reporting Channel shall, as a general rule, be handled confidentially, and the users may make anonymous reports, if they so desire.

9.3.3. No form of related retaliation shall be accepted, whether directly or indirectly, to the submission of reports, provided that any and all retaliation shall be promptly notified through the Reporting Channel, and the potential wrongdoer shall be subject to the application of sanctions and measures provided for in Chapter 12 below.

9.3.4. The Reporting Channel is operated by a third-party company engaged by the Company (Ombudsman/ICTS), guaranteeing its independence, autonomy and impartiality, and the reports received through this channel are sent to the Committee’s ombudsman/secretary (as defined below).

9.3.5. The Reporting Channel is a Company’s communication channel and, therefore, does not exercise and is not responsible for any executive function.

9.4. The telephone contact channel (as set forth in item 9.6 below) has analysts for personal assistance, trained in interview techniques, content analysis and risk management, who conduct the collection process with the whistleblower based on the needs of the subsequent stage of investigating the case, thus ensuring collection of the necessary facts and data, as well as details on the whistleblower’s motivation and level of commitment.

9.4.1. The structure of the Reporting Channel was built in order to guarantee total impartiality in the analysis of cases received and the preservation of the whistleblower, as well as ensuring transparency, without retaliation, providing appropriate and timely management of the topics addressed through of the channel.

9.5. Ideally, reports related to non-compliance with this Code or behavior contrary to those described here, should be addressed to the direct leader of each Employee, when possible and applicable, and, in other cases, the Reporting Channel should be directly activated, which also should be used in case of doubts or suggestions about this Code.

9.6. Below are the contact channels of the Reporting Channel, which operate from Mondays to Saturdays, from 6:00 a.m. to 8:00 p.m., with personal assistance by phone, and 24 hours a day, seven (7) days a week, for automatic attendance through electronic mail and the website www.conexaominerva.com:

Telephone: 0800 741 0027
Email: conexaominerva@canalconfidencial.com.br
Mail: P.O.Box, No. 521, Barretos/SP, ZIP Code 06320-291.

10. ETHICS AND INTEGRITY COMMITTEE

10.1. The Company’s Ethics and Integrity Committee ("Committee") seeks to ensure an increasingly dignified, safe, healthy, pleasant and respectful, transparent and, above all, ethical work environment for Employees, direct and indirect, service providers and the suppliers of the Company, also aiming to disseminate the culture of risk management to integrity and internal controls in the Company.

10.2. The Committee’s duties differ according to the agenda, divided between matters of an ethical and integrity nature, including, but not limited to, the duties listed below:

  1. Contribute to promote the legitimation, dissemination and adoption of the determinations expressed in this Code in all business units and among all direct and indirect Employees, service providers and suppliers of the Company, as well as ensure that they know and have access to the Reporting Channel, to report possible violations to this document;
  2. Exercise the role of higher authority to resolve any doubts or conflicts regarding the interpretation of this Code;
  3. Act with exemption, impartiality and discretion, guiding all its actions and decisions based on this Code and the best corporate governance practices;
  4. Recommend actions to identify which units, areas, sectors, positions, proceedings and activities present the greatest legal and ethical risk, proposing measures to prevent and correct any rules, procedures and conducts that are in disagreement with the provisions of this Code;
  5. Receive from the Reporting Channel, through the ombudsman/secretary and also through other Company communication channels, reports, complaints and other issues related to alleged breaches of this Code, providing analysis, internal referral for verification and further investigation (when necessary), carrying out its monitoring in a structured manner;
  6. Resolve and ensure that the disciplinary measures deemed appropriate are complied with in cases where the violation of this Code is effectively found, regardless of the position, hierarchical level or length of service of the Related Person who has not complied with the provisions indicated herein (without prejudice to the provisions in the section 12 below);
  7. Disseminate the culture of risk management to integrity and internal controls in the Company, advising the Board of Directors in promoting, legitimization and adoption of the determinations expressed in this Code and other current documents, as well as ensure that Employees are aware of and have access to the Reporting Channel; and
  8. Give an opinion on matters submitted to its consideration through the Reporting Channel, or by the Board of Directors, and must prepare reports referring to such matters to the Board of Directors.

10.3. The Committee is created on a permanent basis and will be comprised by five (5) members, all elected and removable by the Company’s Chief Executive Officer, who must represent, mandatorily, the (i) Administrative; (ii) Legal; (iii) Planning and Control; (iv) Human Resources; and (v) Financial areas.

10.3.1. Committee members will have a term of office of two (2) years, with only one (1) consecutive reelection permitted. Having held office for any period, the members of the Committee may only rejoin such body, in the Company, after at least two (2) years from the end of the last term of office.

10.4. The Committee’s ombudsman/secretary is responsible to receive and register the reports and complaints received through the Reporting Channel and other communication channels, being responsible for forwarding and monitoring them internally until their resolution.

11. DISSEMINATION AND TRAINING

11.1. The Committee is responsible to promote the disclosure of this Code among the Company’s Employees and in relation to the other interest groups that comprise the Related Persons.

11.2. To promote its dissemination among Employees, the Committee will prepare and approve plans and actions for periodic training and internal communication. Proposals for external disclosure of this Code among other interest groups will be directed by the Committee to the Company’s Corporate Communication area, for its evaluation and eventual forwarding to anyone who is applicable.

12. PENALTY

12.1. Any breaches of any of the provisions described in this Code will subject the person responsible to the internally applicable penalties, depending on the nature and severity of the violation, ranging from a simple warning to the dismissal of the Employee, termination of the contract in the case of suppliers, customers and service providers or termination of the relationship maintained with the Company, in the case of other Related Persons, without prejudice to the appropriate legal measures.

12.2. In the event of non-compliance with the Disclosure Policy and the Trading Policy, as contained therein, the wrongdoer will be liable for damages caused and will be obliged to indemnify, in full and without limitation (including with their respective personal assets), all damages that Minerva Foods and/or the other Related Persons will suffer or incur, directly or indirectly.

12.3. The Related Person who violates, authorizes, is silent on any breach or allows the violation of this Code by a direct or indirect employee, service provider, supplier, partner or representative, agent, or other person to whom this Code applies, is subject to administrative and disciplinary measures, in this order: (i) verbal warning; (ii) written warning; (iii) suspension; and (iv) dismissal. Such measures do not replace or exempt said Related Person from any applicable legal actions and respective legal penalties.

12.4. All those to whom this Code applies have the responsibility to fully understand, respect and comply with the provisions expressed herein. The allegation of ignorance of a determination expressed in this Code may not be used as a discretion or justification for possible violations and/or non-compliance, nor as a defense in relation to disciplinary measures resulting from its violation, based on labor legislation or other applicable to it.

12.5. It is the Committee’s responsibility any application of penalties and/or administrative and disciplinary measures provided for in this Code.and the Committee shall also ensure that the disciplinary measures considered appropriate are complied with in cases in which the violation of this Code is effectively found, pursuant to the item 10.2 above.

12.5.1. The application of penalties and/or administrative and disciplinary measures provided for in this Code shall follow uniform criteria and the principles of reasonability and proportionality.

13. FINAL CONSIDERATIONS

13.1. The Committee is responsible for preparing proposals to update or revoke this Code, and may use its own and third parties’ resources to identify best corporate management practices, in order to preserve Minerva Foods’ reputation.

13.1.1. The review of this Code shall be carried out on an annual basis by the Committee, taking into account any suggestions and proposals submitted by Related Persons.

13.2. The approval of any changes to this Code is the exclusive competence of Minerva Foods’ Board of Directors.

13.3. This Code, approved by the Company’s Board of Directors at a meeting held on March 27, 2020, becomes effective on the date of its approval and shall remain in force for an indefinite period, until there is a decision to the contrary.

13.4. In the event of conflict between the provisions of this Code and the Company’s Bylaws, the provisions of the Bylaws shall prevail and, in the event of conflict between the provisions of this Code and the legislation in force, the provisions of the legislation in force shall prevail.

13.5. If any provision of this Code is deemed to be invalid, illegal or ineffective, this provision shall be limited as possible for the validity, legality and effectiveness of the remaining provisions not to be affected or hindered.

14. DISCLOSURE

14.1. This Code, as well as any further changes and updates, will be disclosed in the form provided in the applicable legislation and regulation, including, but not limited to, at the Company’s head office and Investor Relations website (http://ri.minervafoods.com/) and on the CVM website (http: // www. cvm.gov.br/).

Disclosure Policy

Click here to acces the PDF version of Minerva‘s Disclosure Policy.

1 - GENERAL RULES

1.1. Introduction and General Principles

1.1.1 - Minerva S.A. ("Minerva") is a publicly-held Company committed to the São Paulo Stock Exchange’s Novo Mercado good corporate governance practices and stresses the assurance of high transparency standards and equal treatment to investors and the capital markets in general.

1.1.2 - This document sets forth the Disclosure Policy of Material Information of Minerva ("Disclosure Policy"), prepared pursuant to CVM Instruction 358/02.

1.1.3 - The Disclosure Policy has been approved by the Board of Directors and is based on the following basic principles:

        • compliance with the law, CVM regulations and with other domestic and international regulatory authorities to which Minerva is subject to;
        • adhesion to investor relations best practices; and
        • transparency and equal treatment to investors and the capital markets in general.

1.1.4 - Awareness and compliance with the Disclosure Policy is mandatory to all Related Parties. Any questions regarding the Disclosure Policy, the regulation applicable by CVM and/or other domestic and international regulators to which Minerva is subject and/or concerning the need whether disclosing or not certain information to the public shall be clarified with Minerva’s Investor Relations Officer.

1.1.5 - Related Parties and those with this capacity shall formalize their agreement with the Disclosure Policy by signing the Statement of Adhesion to the Disclosure Policy, which shall have the same content as the model provided in Exhibit 1.

1.2 - Definitions

1.2.1 - Words beginning with capital letters, when used in this Disclosure Policy shall have the following meaning:

"Controlling Shareholders"

Shareholder or Group of Shareholders bound by a Shareholders’ Agreement or under common control to exercise Minerva’s power of Control.

"Management" Executive Officers, sitting and alternate members of Minerva’s Board of Directors.

"Material Act or Fact"

Any decision made by Controlling Shareholder, resolution at the Shareholders’ Meeting or Minerva’s Management bodies, or any other act or fact occurred or related to Minerva’s businesses that may significantly influence:(i) Securities price;(ii) investors’ decision to buy, sell or hold Securities; or (iii) Investors decision to exercise any rights conferred by Minerva’s Securities. CVM Instruction 358/02, Article 2, Sole paragraph contains examples of Material Acts or Facts.

"Notice to Shareholders" An instrument by which Minerva shall disclose notices provided for in article 133 of Law 6,404 dated December 15, 1976 or any other notices that Minerva deems useful to be disclosed to shareholders, such as, but not limited to, notices on procedures that must be adopted for payment of dividends or equity interest or the exercise of rights of withdrawal, as well as information such as multiple vote request or nomination of candidates for the position of members of the board of directors and supervisory board by minority shareholders.

"Stock Exchanges and/or Over-the-Counter Market" BM&FBOVESPA - São Paulo Securities, Commodities and Futures Exchange and/or ny other stock exchanges or organized over-the-counter markets where Minerva’s Securities are traded, in Brazil or abroad.

"Notice to the Market" An instrument by which Minerva shall disclose notices provided for in CVM Instruction 358/02 that are not classified as a Relevant Act or Fact and that the Investor Relations Officer deems useful to be disclosed to shareholders or to the market in general, such as material presented at public meetings or conferences with analysts.

"Board of Directors" Minerva’s Board of Directors.

"Business Partners" Any person who is not a Related Person, but nevertheless has access to Insider Information, including those persons who maintain a business, professional or trust relationship with Minerva, such as independent auditors, securities analysts, consultants and institutions composing the securities distribution system.

"Control" and its variations, such as Controlling and Controlled The power to effectively direct social activities and guide the functioning of the organs of a society, directly or indirectly, in fact or by law. There is a relative presumption of control in relation to the shareholder or Group of Shareholders that holds shares that have assured him/her an absolute majority of the votes of the attending shareholders of the last three general meetings of the company in question, even if he/she is not the owner of the shares that assure him/her the absolute majority of the voting capital.

"Investor Relations Officer" Minerva’s executive officer in charge of providing information to investors, CVM and stock exchanges or organized over-the-counter market, among other responsibilities provided for in CVM rules, as well as managing and monitoring the application of the Disclosure and Trading Policies.

"CVM" Brazilian Securities and Exchange Commission.

"Investor Relations Officer"

Minerva’s executive officer in charge of providing information to investors, CVM and stock exchanges or over-the-counter market, as well as managing and monitoring the application of the Disclosure Policy, among other responsibilities established by the CVM.

"Employees and/or Collaborators" Employees, executives, service providers, outsourced workers, self-employed and interns of Minerva, as well as any person who, due to their title or position held at Minerva, its Subsidiaries or Associated Companies, who may have access to any Insider Information.

"Group of Shareholders"

Group of persons: (1) bound by contracts or agreements of any nature, including shareholders‘ agreements, oral or written, either directly or through subsidiaries, controlling entities our entities under common control; or (2) between which there is a relation of Control; or (3) under Common Control; or (4) acting under a common interest.

"Insider Information"

Any information relating to Material Acts or Facts that have not yet been informed or disclosed to the regulatory bodies (for example, the CVM), Stock Exchanges, OTC Markets or other similar entities, as well as to shareholders and investors in general.

"CVM Instruction 358/02" CVM Instruction 358 dated January 3, 2002, as amended, which establishes the rules for the disclosure and use of information about Material Act or Fact relating for publicly-held companies, as well as on the trading of securities issued by a publicly-held company prior to the disclosure of Material Acts or Facts to the market, among other issues.

"Technical or Advisory Bodies" Minerva’s bodies created by its Bylaws, with technical responsibilities or destined to advise its Management.

"Related Persons" Persons who: (i) are Controlling Shareholders, Controlled by or are under Common Control with Related Parties, directly or indirectly; and/or (ii) maintain a relationship with Related Parties, for which reason they must inform the CVM the Securities that they own, pursuant to CVM Instruction 358 (such as, for example, legal spouse, spouse of which they are not legally separated, and/or any dependent(s) included in the related person’s annual income tax return).

"Related Parties"

Minerva, its Controlling Shareholders, Management, members of the Fiscal Council and any other Minerva’s Technical or Advisory Bodies, and Employees that have adhered to the Disclosure Policy and who are obligated to comply with the rules therein. Related Parties are also any other persons who, at Minerva’s discretion, are aware of Material Acts or Facts due to their position or title held at Minerva, its Subsidiaries or Associated Companies.

"Associated Companies"

Companies that are not controlled by Minerva, but which Minerva has significant influence over because it holds the power to participate in financial or operational policy decisions. "Associated Companies" are companies in which Minerva holds 20% (twenty percent) or more of the voting capital, without having control.

"Subsidiaries"

Companies in which Minerva owns, directly or through other Subsidiaries, shareholder rights ensuring it the power of Control.

"Statement of Adhesion"

Statement of Adhesion to be signed by each Related Party and acknowledged by Minerva, through which the Related Party agrees with the Disclosure Policy rules, agrees with and is committed to comply with the rules of the Disclosure Policy and is committed to ensure that the Related Persons in which they are linked to also comply with such rules.

"Securities"

Shares, debentures, warrants, receipts (including those issued abroad and backed by stocks) and subscription rights, promissory notes, put and call options, indices and derivatives of any type or any other security or investment contract pool issued by Minerva, or related thereto, which, pursuant to the law, are referred to as securities.

2 - DISCLOSURE POLICY OF MATERIAL INFORMATION

2.1. Objective and Scope

The objective of this Disclosure Policy is to regulate the use and disclosure of information within the scope of Minerva, its Subsidiaries and Associated Companies which, due to its nature, may be classified as Material Act or Fact, setting forth the rules and guidelines to be complied with by Investor Relations Officer and other Related Parties according to the use, disclosure and maintenance of confidentiality of this information which has not been disclosed to the public yet.

Moreover, this Disclosure Policy aims at ensuring transparency, efficacy and equal treatment to shareholders, in addition to strengthen trust of investors, employees and the capital markets in general, as to the legitimacy and accuracy of Minerva’s operational and economic-financial information.

The restrictions and prohibitions established by the Disclosure Policy must also be observed by the Related Persons, being the Related Parties liable for any noncompliance by the Related Persons with whom they are related with.

2.2 - Disclosure of Material Act or Fact and Investor Relations Officer‘s Responsibilities

2.2.1 -It shall be incumbent upon the Investor Relations Officer to ensure that the Material Act or Fact occurred or related to Minerva’s business is disclosed to the market as provided for by specific laws and this Disclosure Policy, clearly and precisely, in a language that is accessible to investors and that will not induce them to error, as well as ensuring its broad and prompt dissemination, simultaneously in all Stock Exchanges and/or Over-the-Counter Markets where Minerva’s Securities are traded.

2.2.2 - The notice of Material Act or Fact to CVM and the Stock Exchanges, Over-the-Counter Markets and press must be done in a matter that is indicated by CVM Instruction 358/02 and by this Disclosure Policy, by means of a written document, in the form indicated in item 2.2.1 above, avoiding any value judgement by the Company.

2.2.3 -Material Acts or Facts shall be published (a) in the online news portal NEO1 (http://www.portalneo1.net);(b) on Minerva’s website (http://www.minervafoods.com/ri), and (c) via the CVM’s periodic information transmission system (Empresas.Net system).

2.2.4 - The text file with the Material Acts or Facts must be sent through the Empresas.Net System before or simultaneously to its disclosure through the channels provided in item 2.2.3 above.

2.2.5 - A change in the disclosure channel of the Material Acts or Facts may only be effected after: (1) updating this Disclosure Policy by resolution of Minerva’s Board of Directors; (2) updating Minerva’s registration template; and (3) the disclosure of the change in communication channel of the Material Acts or Facts, in the manner previously used by Minerva to disclose its Material Acts or Facts.

2.2.6 - Minerva may create an online system of disclosing information to investors, by sending Material Facts via e-mail to those registered in a specific database. This disclosure system will not replace other means of disclosing information provided for herein and applicable laws.

2.2.7 - Whenever possible, any Material Act or Fact will be disclosed before the opening or after the closing of trading at the Stock Exchange and/or Over-the-Counter Markets, as the case may be. If trading hours do not coincide with other markets in which Minerva has traded securities, Brazil’s trading hours shall prevail. If it is crucial that the disclosure of a Material Fact or Act takes place during trading hours, the Investor Relations Officer may, in communicating the Material Fact or Act, request, simultaneously to the Stock Exchanges and/or Over-the-Counter Markets in which the securities are traded, the trading suspension of Minerva’s Securities for the time necessary for the adequate dissemination of the Material Fact or Act

2.2.8 - Whenever a Material Act or Fact is disclosed by any media, including information to the press or at professional association, investors, analysts or selected public meetings, in Brazil or abroad, the Material Act or Fact shall be previously or simultaneously disclosed to CVM, Stock Exchanges, Over-the-Counter Markets and investors in general.

2.2.9 - Related Parties who become aware of any information that may be characterized as Material Act or Fact shall immediately and in writing notify the Investor Relations Officer who, in turn, shall take the measures necessary to disclose this information, pursuant to the law and this Disclosure Policy. If, in view of the communication made (and the decision to maintain confidentiality pursuant to article 6 of CVM Instruction 358/02), Related Parties verify that the Investor Relations Officer failed to comply with his/her communication and disclosure duties, they will only be exempt from liability if they immediately communicate the Material Act or Fact to the CVM.

2.2.10 - It shall be incumbent upon the Investor Relations Officer:

  • provide additional clarification to the disclosure of Material Act or Fact, whenever duly requested by appropriate authorities;
  • monitor and oversee the trading of Securities conducted by Related Parties in order to clarify if they are aware of Insider Information and/or information that shall be disclosed to the market.
  • in the event of an atypical variation in price or traded amount of the Securities, the Investor Relations Officer shall make enquiries to all Related Persons with presumed access to Insider Information, with the purpose of ascertaining whether they are aware of information that should be disclosed to the market.

2.3. - Exception to the Immediate Disclosure

2.3.1 - The Investor Relations Officer may decide to not disclose the Material Act or Fact, if he/she, the Controlling Shareholders and Management agree that the disclosure will jeopardize Minerva’s legitimate interests, then immediately disclose it in the event the information goes beyond control or in the event of atypical fluctuation of quotes, prices or amount of Securities traded.

2.3.2 - If the Investor Relations Officer deems necessary, he may submit for the Board of Executive Officers‘ approval the maintenance of Material Act or Fact confidentiality and the Board of Executive Officers on its turn, submits this issue for the Board of Directors‘ approval.

2.4 - Confidentiality and Other Duties of Related Parties

2.4.1 - Related Parties shall keep the confidentiality of Insider Information to which they have access due to their position or title held at the Company, until this material information is disclosed to the public, as established herein, and ensure that subordinates, third parties of their trust and Business Partners that have access to Insider Information do the same, becoming jointly liable in the event of noncompliance.

2.4.2 - Related Parties shall not discuss Insider Information in public sites.

2.4.3 -The Controlling Shareholders, direct or indirect, and the shareholders that elect members of the Board of Directors or of the fiscal council, as well as any natural or legal entity, or Group of Shareholders, whose stake, directly or indirectly, exceeds, above or below, the levels of 5% (five percent), 10% (ten percent), 15% (fifteen percent), and so on of a kind or class of Minerva’s share capital, must send to Minerva, immediately after the attainment of the stake, a statement containing the information requested in article 12 of CVM Instruction 358/02.

2.4.4 -All Related Parties shall also:

  • not use Insider Information to directly or indirectly obtain for themselves or third parties, any cash advantage, including through the purchase or sale of Securities;
  • ensure that this Disclosure Policy is not breached by Related Persons in which they are linked to, being jointly liable with them in the event of noncompliance;
  • make sure that there are no leaks and ensure that only strictly necessary persons have access to Insider Information, informing them of their confidential nature, from which they cannot be misused; and
  • observe the provisions of article 11 of CVM Instruction 358/02 regarding communications to the CVM and to the Company when the acquisition or sale of the Company’s Securities of which they are holders or Related Persons of, whichever the case may be.

2.4.5 -Any breach of this Disclosure Policy verified by Related Parties shall be immediately notified to Minerva’s Investor Relations Officer.

2.5 - Obligation to Indemnify

2.5.1 - Related Parties failing to comply with any rules or provisions of this Disclosure Policy and specific laws will immediately respond to any damages caused, and shall indemnify Minerva and/or other Related Parties, fully and without restrictions (including with their personal assets), for all damages incurred by Minerva and/or other Related Parties, directly or indirectly, due to the noncompliance to the rules of this Disclosure Policy by Related Parties.

2.5.2 - Related Parties shall not discuss about any Material Act or Fact in public sites.

2.6 - Guidance

2.6.1 - Whenever Minerva believes it is necessary to disclose Guidance, said disclosure shall occur through a Material Fact, disclosed pursuant to this Disclosure Policy.

2.6.2 - The disclosure of Guidance by Minerva shall observe the following rules:

  • Guidance shall be included in Minerva’s Reference Form;
  • Guidance should be identified as hypothetical data that does not constitute a promise of performance;
  • Guidance should be reasonable;
  • Guidance should be accompanied by the relevant assumptions, parameters and methodology adopted, and in case they are modified, Minerva shall disclose, in the appropriate field of the Reference Form, changes in the relevant assumptions, parameters and methodology of the previous disclosed estimates;
  • Whenever Guidance is provided by third parties, the source must be disclosed;
  • Guidance shall be periodically reviewed, with a frequency that is appropriate for the purpose of the estimates, and shall in no case exceed the period of one (1) year;
  • Minerva shall compare on a quarterly basis, the Guidance disclosed in the Reference Form with the results actually obtained in the quarter, indicating the reasons for possible differences in the field "Comments on the behavior of business projections" of the ITR and DFP forms; and
  • if the disclosed Guidance is discontinued, this fact shall be informed by means of a Material Act or Fact, as per item 2.2.3 above, and by inclusion in the proper field of the Reference Form, accompanied by the reasons that led to its invalidity.

2.7 - Notices to the Market and to Shareholders

2.7.1. In order to ensure greater transparency between Minerva and its shareholders or investors, if the Investor Relations Officer deems it is appropriate to disclose any information, even if it is not required by current legislation and regulations, Minerva will make such information available to its shareholders and investors through a Notice to the Market.

2.7.2. Minerva shall disclose Notices to Shareholders in order to meet the specific information needs of its shareholders, facilitating their interaction and clarifying what needs to be observed so that they can effectively exercise their rights.

2.7.3. It is to be made clear that, should Minerva understand that the information to be disclosed by means of a Notice to the Market or Notice to Shareholders has the potential to affect the Company’s Securities prices or investment decisions, such information shall be treated internally and disclosed in the required manner through a Material Act or Fact.

2.7.4. The disclosure of a Notice to the Market and Notice to Shareholders must be made through a written document, with clear, precise and objective language, in a language that is accessible to investors, describing in detail the acts and/or events that occurred and indicating, whenever possible, the amounts involved and any other explanations, in which case Minerva is exempted, in all hypotheses, to provide judgments of value.

2.7.5. The disclosure of Notice to the Market must be (1) submitted to the CVM through the Empresas.Net System; and (2) made available on Minerva’s website (Internet).

2.7.6. Notice to Shareholders should be (1) disclosed to the official body of the State in which the headquarters of Minerva or its Affiliated Companies, or Controlled Companies, is located; (2) published in newspapers commonly used by Minerva; (3) submitted to the CVM through the Empresas.Net System, on the previous business day or the same day of its publication in the media, informing the respective location and dates of publication; and (4) disclosed on Minerva’s Internet website. Minerva is authorized to carry out the disclosure in a summarized form in newspapers of high circulation, indicating the website where the complete information is available to all the investors, in content at least identical to the one sent to the CVM, the Stock Exchange and/or Over the Counter Markets in which Minerva’s Securities are admitted to trading.

2.8 - Other Provisions

2.8.1 - Any amendment to this Disclosure Policy shall be approved by Minerva’s Board of Directors and mandatorily notified to CVM and Stock Exchanges and/or Over-the-Counter Markets, observing the provisions set forth in item 2.2.5 above, as the case may be.

2.8.2 - The unauthorized disclosure of Insider Information that has not been publicly disclosed under this Disclosure Policy is harmful to Minerva, therefore, strictly forbidden.

2.8.3 - Minerva will formally notify the Related Parties about the terms of the resolution taken by the Board of Directors to approve or amend the Disclosure Policy, obtaining from these persons their formal adhesion through the signature of the Statement of Adhesion, which will be filed at Minerva’s headquarters from the beginning of employment relationship until the end of fifth year, at least, after their withdrawal.

2.8.4 - The list of Related Parties, jointly with their qualifications, mentioning position or title, address and corporate taxpayer ID or individual taxpayer register number (CNPJ and CPF respectively), will remain updated at Minerva’s headquarters, at CVM’s disposal.

2.9. - Effectiveness term

2.9.1 - This Disclosure Policy shall be effective on the date of its approval by the Board of Directors and shall remain in force for an indefinite period until further notice.

Trading Policy

Click here to acces the PDF version of Minerva‘s Trading Policy.

1. GENERAL RULES

1.1. - Introduction and General Principles

1.1.1 - Minerva S.A. ("Minerva") is a publicly-held Company committed to the São Paulo Stock Exchange’s Novo Mercado good corporate governance practices and stresses the assurance of high transparency standards and equal treatment to investors and the capital markets in general.

1.1.2 - This document sets forth the Trading Policy of Minerva Securities ("Trading Policy"), prepared according to CVM Rule 358/02.

1.1.3 - The Trading Policies has been approved by the Board of Directors and is based on the following basic principles:

  • Compliance with the law, CVM regulations and other domestic and international regulatory authorities to which Minerva is subject;
  • adhesion to investor relations best practices; and
  • transparency and equal treatment to investors and the capital markets in general.

1.1.4 - Awareness and compliance with the Trading Policy is mandatory to all Related Parties. Any doubts concerning the Trading Policies, the regulation applicable by CVM and/or other domestic and international regulators to which Minerva is subject shall be clarified with the Company’s Investor Relations Officer.

1.1.5 - Related Parties and those with this capacity shall formalize their agreement with the Trading Policy by signing the Statement of Adhesion, which shall have the same content as the model provided in Exhibit 1.

1.2. - Definitions

2.1.1 - Words beginning with capital letters, when used in this Trading Policy, shall have the following meaning:

"Controlling Shareholders"
Shareholder or group of shareholders bound by a shareholders’ agreement or under common control to exercise Minerva’s power of control.

"Management"
Executive Officers, sitting and alternate members of Minerva’s Board of Directors.

"Material Act or Fact"
Any decision made by controlling shareholder, resolution at the Shareholders’ Meeting or Minerva’s management bodies, or any other fact occurred or related to Minerva’s businesses that may significantly influence: (i) Securities quote; (ii) investors’ decision to buy, sell or hold Securities; or (iii) Investors decision to exercise any rights conferred by Minerva’s Securities. CVM Instruction 358/02, Article 2, Sole paragraph contains examples of Material Acts or Facts.

"Stock Exchanges and/or Over-the-Counter Market"
BM&FBOVESPA and/or any other Stock Exchanges or organized over-the-counter markets where Minerva’s Securities are traded, in Brazil or abroad.

"Board of Directors"
Minerva’s Board of Directors.

"Business Partners"
Any person who who is not a Related Person, but nevertheless has access to Insider Information, including those persons who maintain professional or trust relationship with Minerva, such as independent auditors, securities analysts, consultants and institutions composing the securities distribution system.

"Control" and its variations, such as Controlling and Controlled
The power to effectively direct social activities and guide the functioning of the organs of a society, directly or indirectly, in fact or by law. There is a relative presumption of control in relation to the shareholder or Group of Shareholders that holds shares that have assured him/her an absolute majority of the votes of the attending shareholders of the last three general meetings of the company in question, even if he/she is not the owner of the shares that assure him/her the absolute majority of the voting capital.

"CVM"
Brazilian Securities and Exchange Commission.

"Investor Relations Officer"
Minerva’s executive officer in charge of providing information to investors, CVM and stock exchanges and/or over-the-counter markets, as well as managing and monitoring the application of the Trading Policies, among other responsibilities established by the CVM.

"Employees and/or Collaborators"
Employees, executives, service providers, outsourced workers, self-employed and interns of Minerva, as well as any person who, due to their title or position held at Minerva, its Subsidiaries or Associated Companies, who may have access to any Insider Information.

"Group of Shareholders"
Group of persons: (1) bound by contracts or agreements of any nature, including shareholders‘ agreements, oral or written, either directly or through subsidiaries, controlling entities our entities under common control; or (2) between which there is a relation of Control; or (3) under Common Control; or (4) acting under a common interest.

"Insider Information"
Any information relating to Material Acts or Facts that have not yet been informed or disclosed to the regulatory bodies (for example, the CVM), Stock Exchanges, OTC Markets or other similar entities, as well as to shareholders and investors in general

"CVM Instruction 358/02"
CVM Instruction 358 dated January 3, 2002, as amended, which establishes the rules for disclosure and use of information about Material Act or Fact relating for publicly-held companies, as well as on the trading of securities issued by a publicly-held company prior to the disclosure of Material Acts or Facts to the market, among other issues.

"Technical or Advisory Bodies"
Minerva’s bodies created by its Bylaws, with technical responsibilities or destined to advise its Management.

"Related Persons"
Persons who: (i) are Controlling Shareholders, Controlled by or are under Common Control with Related Parties, directly or indirectly; and/or (ii) maintain a relationship with Related Parties, for which reason they must inform the CVM the Securities that they own, pursuant to CVM Instruction 358 (such as, for example, legal spouse, spouse of which they are not legally separated, and/or any dependent(s) included in the related person’s annual income tax return).

"Related Parties"
Minerva, its Controlling Shareholders, Administradores, members of the Fiscal Council and any other Minerva’s Technical or Advisory Bodies and Employees that have adhered to the Trading Policy and who are obligated to comply with the rules therein. Related Parties are also any other persons who, at Minerva’s discretion, are aware of Material Acts or Facts due to their position or title held at Minerva, its Subsidiaries or Associated Companies.

"Associated Companies"
Companies that are not controlled by Minerva, but which Minerva has significant influence over because it holds the power to participate in financial or operational policy decisions. "Associated Companies" are companies in which Minerva holds 20% (twenty percent) or more of the voting capital, without having control.

"Subsidiaries"
Companies in which Minerva owns, directly or through other subsidiaries, shareholder rights ensuring power of Control.

"Statement of Adhesion"
Statement of Adhesion to be signed by each Related Party and acknowledged by Minerva, through which the Related Party agrees with and is committed to comply with the rules of the Trading Policy and is committed to ensure that the Related Persons in which they are linked to also comply with such rules.

"Securities"
Stock, debenture, warrant, receipt (including those issued abroad and backed by stocks) and subscription right, promissory notes, put and call options, indices and derivatives of any type or any other security or investment contract pool issued by Minerva, or related thereto, which, pursuant to the law, are referred to as securities.

2. SECURITIES TRADING POLICY

2.1. - Objective and Scope

2.1.1 - This Trading Policy aims at prevent and avoid the use of Insider Information for the personal benefit of Related Parties, and other parties here mentioned, when trading Securities issued by Minerva, as well as when determining the rules and limits established by law to trade these Securities pursuant to CVM Rule 358/02 and Minerva’s in-house policies.

2.1.2 - These rules also seek to avoid the insider trading (misuse of Insider Information for own benefit or of third parties) and tipping (tips on Insider Information for the benefit of third parties), preserving the transparency when trading Securities.

2.1.3 - The rules of this Trading Policy define periods of time in which the Related Parties will be prevented from trading (buy, sell, trade, etc.) Securities issued by Minerva, so as to avoid questions relating to the misuse of Insider Information.

2.1.4 - The rules of this Trading Policy also apply and must be observed in cases when Related Parties trade Minerva’s Securities in their own benefit, directly and/or indirectly, but with the use of, for instance:

  • third parts with whom they maintain management, fiduciary, financial asset investments portfolio management agreement; and/or
  • proxies or agents acting on behalf of Related Parties.

2.1.5 - The restrictions contained on this Trading Policy shall not apply to the trades conducted by investment funds from which the Related Parties are shareholders, as long as:

  • the investment funds are not exclusive; and
  • trading decisions of the investment fund’s manager cannot be influenced by shareholders.

2.1.6 - The restrictions and prohibitions established by the Trading Policy must also be observed by the Related Persons, being the Related Parties liable for any noncompliance by the Related Persons with whom they are related with.

2.2. - Lock-Up Period

2.2.2 - Minerva and Related Parties may not trade their Securities issued by Minerva during periods in which the Investor Relations Officer determines as the lock-up period ("Lock-Up Period"). The Investor Relations Officer shall not be required to justify his/her decision of determining the Lock-Up Period, which shall be treated as confidential by its recipients.

2.2.3 - Prior to the disclosure of Material Act or Fact to the public, it is prohibited to trade Securities, provide advice, tips and/or assistance to invest in Securities by Related Parties, who are aware of such Material Act or Fact and/or the date of its disclosure, as well as when (i) a public distribution of Securities is underway, (ii) there is an intention of a capital increase, whether by public or private subscription, incorporation, total or partial spin-off, merger, transformation or corporate reorganization or issue of bonds by Minerva, and (iii) an acquisition or disposal of Minerva’s Securities is underway, either by the Company itself, its Subsidiaries, by Affiliated Companies or by another company under Common Control with Minerva, or if an option or mandate has been granted to perform such actions.

2.2.4 - Related Parties shall assure that Business Partners and those with whom they maintain business, professional relationship or of trust, shall not trade Securities when they have access to Insider Information, being aware that this Insider Information, the Related Parties use their best efforts so that the persons mentioned in this item 2.2.3 sign the Statement of Adhesion, as provided by in Exhibit 1.

2.2.5 - It is prohibited to trade Securities until the disclosure of Material Act or Fact to the public (through medial portals and newspapers, for example). However, such trading prohibition may be maintained even after the disclosure of a Material Act or Fact if the assumption in which any trade of Securities by Related Parties may interfere, to the detriment of Minerva or its shareholders, in the act or fact related to the Material Fact. In such case, the Investor Relations Officer will disclose an internal notice informing about the trading prohibition, which must also be complied with by Related Parties.

2.2.6 - Related Parties are also prohibited from trading Securities when they are aware of the existence of material information about any other company not yet disclosed that may interfere in Minerva’s securities quote. This assumption includes Minerva’s subsidiaries, associated Companies, competitors, suppliers and customers.

- Related Parties who no longer hold their positions at Minerva prior to the disclosure of the Material Act or Fact that originated during their managing period are not authorized to trade Securities issued by Minerva (a) for the period of six (6) months after their leave; or (b) until the disclosure, by Minerva, of a Material Act or Fact to the market (through medial portals and newspapers, for example), on the operations or projects of which he/she participated and/or became aware of during the exercise of his/her management or while he/she was a member of Minerva‘s staff. Even if he/she leaves their positions, Related Party, whenever applicable, shall observe and comply with the trading prohibition described in item 2.2 and item 2.3 of this Trading Policy.

2.3. - Blackout Period

2.3.1 - Related Parties may not trade Securities, regardless of the Investor Relations Officer’s decision of prohibiting trading, in the following situations and periods:

  • within fifteen (15) days preceding the disclosure and publishing of the quarterly (ITR) and annual information (DFP and Reference Form) required by CVM; and
  • from the moment the Related Party has access (through conversations, emails, documents or any other form of communication) to the information relative to Minerva’s or Controlling Shareholders’ intention of (i) changing Minerva’s capital stock through the share subscription; (ii) approving Minerva’s share buyback and sale program; or (iii) distribute dividends or interest on capital, bonus shares or derivatives or share splitting; and until the disclosure of corresponding Material Acts and Facts.

2.4. - Prohibition to Acquire Treasury Shares

2.4.1 - The Board of Directors cannot resolve on the acquisition of treasury shares by Minerva, by the treasury department, during the period between the starting date of the proceedings and the date on which they become effectively public, of any of the following events: (a) transfer of controlling interest; (b) incorporation, total or partial spin-off or merger; or (c) corporate restructuring.

2.5. - Exceptions to lock-up period

2.5.1 - In observance to the provisions in item 2.5.2 below, Related Parties may trade Securities with the objective of it being a long-term investment, and the ownership of Securities issued by Minerva is recommended for, at least, six (6) months, counting from the acquisition date of: (a) subscription, acquisition or private trading of shares linked to the exercise of call option, according to the stock option plan approved at Minerva’s General Shareholders’ Meeting; (b) Minerva’s share buyback programs to cancel or hold shares in treasury; (c) when it refers to the granting of shares to managers, employees or service providers as part of compensation previously approved at the Minerva’s General Shareholders’ Meeting; or (d) the application of variable compensation, received as profit sharing to acquire Securities.

2.5.2 - Except in cases of Securities trading permitted under the terms of item 2.5.1 above and in the scope of the Investment Plans, as per item 2.6 below, any trading of Securities by Related Parties shall be previously informed and authorized by the Investor Relations Officer, which shall analyze the request made by the Related Party as soon as possible in order to authorize or not the trading.

2.5.3 - In any event or situation, and in order to encourage investment in Minerva and converge interests, Related Parties are prohibited from negotiating (selling, transferring, donating, exchanging, renting, etc.). Securities issued by Minerva during the first fifteen (15) days after the acquisition, by the Related Party, of any Security issued by Minerva.

2.6. - Investment Plans

2.6.1 - The Company may approve the creation of investment plans ("Investment Plans") for Related Parties, which may, subject to the provisions of section 2.6, provide for exceptions to Securities trading by Related Persons during prohibited periods mentioned in item 2.3.1 (i) above. Prior to its approval by the Company, the Investment Plans shall be submitted to the Investor Relations Officer who will verify their suitability with provisions hereof ("Individual Trading Plans").

2.6.2 - The Investment Plans must establish:

  • precise trading parameters that eliminate or minimize the discretion of the Related Parties, establishing dates, quantities and prices that can be determined with some accuracy;
  • the irrevocable and irreversible commitment of its participants to invest previously established amounts, at the dates set forth therein;
  • the impossibility of joining the plan if a pending Material Act or Fact is not disclosed to the market, and during the 15 (fifteen) days prior to the disclosure of quarterly (ITR) and annual information (DFP and Reference Form) required by CVM;
  • the obligation to extend the purchase commitment, even after the end of the originally scheduled period of the inclusion of the Related Party to the plan, if a pending Material Act or Fact is not disclosed to the market, and during the 15 (fifteen) days prior to the disclosure of quarterly (ITR) and annual information (DFP and Reference Form) required by CVM; and
  • the obligation of its participants to revert to Minerva any losses avoided or gains earned in trading of shares issued by Minerva arising from a possible change in the dates of the disclosure of quarterly (ITR) and annual information (DFP and Reference Form) required by CVM, determined through reasonable criteria defined in the Investment Plan.

2.6.3 - Related Parties shall notify the Stock Exchanges and of the Over-the-Counter Market about their Investment Plans, where applicable, as well as further amendments or non-compliance with these plans.

2.7. - Obligation to Indemnify

2.7.1 - Without prejudice to the provisions of item 2.10.1 below, Related Parties failing to comply with any rules or provisions hereof will immediately respond to any damages caused, and shall indemnify Minerva and/or other Related Parties, fully and without restrictions (including with their personal assets), for all damages incurred by Minerva and/or other Related Parties, directly or indirectly, due to the noncompliance to the rules of this Disclosure Policy by Related Parties.

2.8. - Amendment

2.8.1 - Any amendment to this Trading Policy shall be approved by the Board of Directors and notified to CVM and the Stock Exchanges and/or Over-the-Counter Market, and under no circumstance this Policy can be amended if Material Act or Fact has not been disclosed yet.

2.9. - Effectiveness term

2.9.1 - This Trading Policy shall take effect on its approval date by the Board of Directors and shall remain in force for an indeterminate period, unless if otherwise resolved.

2.9.2 - Minerva shall be liable for fully disseminating this Trading Policy, which will make this document available on the Minerva’s website for immediate consultation in case of doubts, as well as will take all the measures to obtain formal adhesion of persons who shall be subject to this Policy, pursuant to Exhibit 1.

2.10. - General Provisions

2.10.1 - Any infringement to the provisions hereof shall be subject to the reasonable legal procedures and penalties, including those set forth by law, in addition to being held liable for the losses and damages to Minerva and/or third parties.

2.10.2 - The Investor Relations Officer may establish other lock-up periods for other Securities not provided for herein, and shall immediately notify the Related Parties. The Related Parties are obliged to respect such periods forbidden trading, under the terms of this Trading Policy.

2.10.3 - Any breach of this Trading Policy verified by Related Parties shall be immediately notified to Minerva’s Investor Relations Officer.

Exhibit 1 - STATEMENT OF ADHESION TEMPLATE (MODEL)

SECURITIES TRADING POLICY STATEMENT ISSUED BY MINERVA S.A.

I, [full name], [complete personal information], [position] at Minerva S.A. ("Company"), hereby declare (1) to be aware of the Trading Policy for Securities issued by Minerva S.A. ("Policy"), approved by the Company‘s Board of Directors on August 14th, 2017; (2) to have full knowledge of the Policy’s rules; (3) to be in agreement with all the provisions and rules and subject myself to the procedures set forth in the Policy for trading of securities issued by the Company, including with item 2.2 ("Lock-up Period") and item 2.5.3.

In addition, I assume full personal responsibility in complying with the rules contained in the Policy, being obliged, immediately, to always act at the Company in accordance with such rules, and being subject to fines and penalties applicable under the terms of the Policy. In this sense, I am responsible for both the obligations directly attributable to myself and to assure that Related Persons that are linked to me, as defined in the Policy, comply with the duties established in the Policy

Lastly, I declare that I have signed this Statement of Adhesion in 3 (three) equal copies, in the presence of the 2 (two) undersigned witnesses.

[place], [date]

________________________
[Name]

Witnesses:

1.___________________________

2.___________________________

Name:
Identity Card (RG):
Individual taxpayer’s ID (CPF):

Name:
Identity Card (RG):
Individual taxpayer’s ID (CPF):

Policy for Transactions with Related Parties

Click here to acces the PDF version of Minerva‘s Transactions with Related Parties Policy

POLICY FOR TRANSACTIONS WITH RELATED PARTIES OF MINERVA S.A.

1. PURPOSE AND SCOPE
1.1. The purpose of this Policy for Transactions with Related Parties ("Policy") is to set rules and consolidate procedures to ensure that all decisions involving transactions with related parties and other situations with a potential conflict of interest are taken in the best interests of Minerva S.A. ("Minerva" or "Company"), with full independence and absolute transparency, so as to guarantee to the shareholders, investors and other stakeholders that Minerva is in compliance with the best corporate governance practices and other applicable legal provisions.

2. REFERENCES
2.1. This Policy is based on: (i) The corporate governance guidelines featured in the Company’s bylaws, as amended ("Bylaws"); (ii) Act 6.404, of December 15, 1976, as amended ("Brazilian Corporate Law"); (iii) general rules issued by the Brazilian Securities and Exchange Commission ("CVM") on the subject; (iv) the IBGC Code of Best Corporate Governance Practices: the Brazilian Code of Corporate Governance; (v) the Novo Mercado Listing Regulations of B3 S.A. - Brasil, Bolsa, Balcão ("B3") approved by the CVM Board on September 5, 2017 ("Novo Mercado Regulations"), and (v) CPC Technical Pronouncement No. 5 (R1) - Disclosure of Related Parties, issued by the Accounting Pronouncements Committee and approved by the Brazilian Securities and Exchange Commission by means of CVM Resolution No. 642 of October 7, 2010 ("Technical Pronouncement").

3. POLICY APPLICATION
3.1. This Policy applies to all employees of Minerva and its subsidiaries, including the members of Minerva’s Board of Directors, Committees, Executive Board and Audit Committee, who must confirm in writing that they are aware of and comply with this Policy in its entirety.

4. DEFINITION OF TRANSACTIONS WITH RELATED PARTIES
4.1. Related parties of the Company are those that meet the definitions set forth by the Technical Pronouncement and the individuals or legal entities with which the Company might contract under conditions other than those of commutativity and independence that characterize the transactions with third parties unrelated to the Company.
4.2. According to the Technical Pronouncement, transactions with related parties are deemed to be the "transfer of resources, services or obligations between related parties, regardless of whether or not there is an amount allocated to the transaction." Examples of transactions with related parties are (a) purchases and sales of products and services; (b) loan or advance agreements; (c) agency or licensing agreements; (d) avals, sureties, and any other 2 forms of guarantees; (e) transfer of research, technology, and other intellectual resources; (f) sharing of infrastructure or structure, and (g) sponsorships and donations.
4.3. Pursuant to the Technical Pronouncement, related parties are persons related to the Company: (a) A person, or a close family member, is related to the Company if: (i) He/she has full or shared control over the Company; (ii) He/she has significant influence over the Company; or (iii) He/she is a member of the key management personnel of the Company or of the Company’s parent company. (b) An entity is related to the Company if any of the following conditions are met: (i) The entity and Company are members of the same corporate group (meaning that the parent company and each subsidiary are interrelated, and the entities under common control are interrelated); (ii) The entity is affiliated to or jointly controlled by (or a joint venture of) the Company (or affiliated to or jointly controlled by a member of a corporate group of which the Company is a member) or vice versa; (iii) The entity and the Company are under the joint control of a third party; (iv) The entity is under joint control (or is a joint venture) of a third entity and the Company is affiliated with such third entity or vice versa; (v) The entity is a post-employment benefit plan whose beneficiaries are the employees of the Company and the entity; (vi) The entity is controlled, either fully or jointly, by a person identified in letter (a); and (vii) A person identified in letter (a)(i) has significant influence over the entity, or is a member of the key management personnel of the entity (or of the parent company of the entity).
4.3.1. For the purposes of this Policy, "persons with significant influence" are those who have the power to participate in decisions on the financial and operating policies of an investee, but without individual or joint control, in accordance with CPC Technical Pronouncement No. 18 (R2), issued by the Accounting Pronouncements Committee and 3 approved by the Brazilian Securities and Exchange Commission (CVM) through CVM Resolution 696 of December 12, 2012.
4.3.2. For the purpose of this Policy, a close family member is a member of the family who can be expected to be influenced by the person related to the Company in the business conducted with the Company, which may include: (i) spouse or partner and their children; (ii) a child of the spouse or partner; (iii) a dependent or dependent of the spouse or partner. 4.4. The definition and examples mentioned here do not necessarily exhaust the elements to be taken into account in the identification of the parties that should be described as "related," nor do they restrict the information that should be disclosed.

5. RULES FOR ENTERING INTO TRANSACTIONS WITH RELATED PARTIES
5.1. The Company may contract with related parties, strictly observing the same rules and contracting criteria that it uses to select and contract service providers and provided, in accordance with this Policy, that the operations are contracted under market conditions, that is, during the negotiation, the principles of competitiveness, compliance, transparency, fairness and, above all, commutativity, and the same principles, procedures, and interests that guide transactions between independent parties must be observed, always for prices, terms, and conditions prevailing on the market at the time of their approval and guided by respect for legal and ethical standards ("Market Conditions").
5.1.1. When there is no market parameter, transactions with related parties should be based on previous similar transactions.
5.2. It is incumbent upon the Board of Directors to approve any transaction between parties related to the Company.
5.2.1. For the purposes of this Policy, "transactions with related parties" are considered to be those defined in section 4 above.
5.3. The Board of Directors’s authorization is not required for the following transactions: (a) Transactions between the Company and its direct or indirect affiliated companies ("Investees"), in the normal course of its business; (b) Transactions between subsidiaries, direct and indirect, of the Company; and (c) Granting of loans or guarantees of any kind to the Company’s direct or indirect controlling shareholders, companies under common control, or to companies directly or indirectly controlled by them, or to a person with a significant influence over the Company.
5.4. The Company‘s Board of Directors’ authorization, in the form of section 5.2 above, is required in the cases provided for in paragraphs 5.3 (a) and (b) above, when the Company’s direct or indirect controllers, its managers or persons linked to them hold, whether directly or indirectly, by means of a vehicle other than the Company itself, more than 5% (five percent) of the Investee’s capital stock.
5.5. Contracts between related parties shall detail their main characteristics (rights, responsibilities, quality, prices, charges, deadlines, etc.) and the purpose of the business, and must also be clearly reflected in the financial statements and in the Company’s Reference Form, as well as disclosed in accordance with the applicable legislation.

6. PROHIBITED TRANSACTIONS
6.1. Transactions between related parties are prohibited in the following cases, except in the event of a resolution to the contrary by the competent bodies, with the abstention of any related parties involved: (a) Transactions carried out on conditions other than Market Conditions; and (b) Transactions between legal entities that are related parties that do not represent regular activities commonly undertaken by these legal entities in the normal course of their business.
6.2. Advances of compensation of any kind, including but not limited to bonuses, stock option plans and stock award plans, among others, will not be considered transactions with related parties.

7. PROCEDURES TO BE OBSERVED BY MANAGERS INVOLVED IN TRANSACTIONS WITH RELATED PARTIES OR OTHER POTENTIAL CONFLICTS OF INTEREST
7.1. The Board of Directors must request from the Executive Board of Directors, prior to the approval of specific transactions or guidelines for contracting transactions, the market alternatives in relation to the related party transaction that Minerva intends to carry out, adjusted for market risk factors.
7.2. The Company‘s managers, when identifying a matter of this nature, or others that may represent potential conflicts of interest, must immediately express their conflict of interest. In addition, they must abstain from voting.
7.3. If requested by the Chairman of the Board of Directors or the Chief Executive Officer, as the case may be, managers who are interested in the transaction in question may participate partially in the discussion to explain their involvement in the transaction and provide more information about it and the parties involved. In this case, they should be absent from the final part of the discussion, including the voting process.
7.4. If any member of the Board of Directors or Statutory Officer, who may have a potential private gain resulting from a decision, does not express his/her conflict of interest, any other member of the body to which he/she belongs who is aware of the situation shall do so.
7.5. In this case, the manager’s failure to make a voluntary declaration will be considered a breach of the Company’s conflict of interest policy and will be submitted to the Board of Directors for evaluation of possible corrective action.
7.6. The manifestation of the conflict of interest and subsequent abstention shall be included in the minutes of the meeting.
7.7. When in their possession, the Company’s managers must sign a document stating that they have received, read and undertake to comply with this Policy.
7.8. The Company’s shareholders may submit to the Investor Relations Officer at any time, including after shareholders’ meetings, an argument for voting impediment in conflict of interest or private benefit, pursuant to article 115 of the Brazilian Corporate Law, related to matters submitted to shareholders’ meetings. If the voting impediment allegation was forwarded by a Company shareholder up to 8 days before the date of the first call for the shareholders’ meeting, the Company’s legal department must prepare a report to be submitted to the chairman of the shareholders’ meeting indicating their understanding of the issue.
7.9. It shall be incumbent upon the chairman of the shareholders’ meeting to decide, in the course of the meeting itself, whether to impede the shareholder in a supposed conflict of interest or in a situation of private benefit, without prejudice to the subsequent submission of the matter to the CVM, either by the complaining shareholder, or by the Company.
7.10. Persons characterized as parties related to the Company must keep the database updated with their information with the Human Resources Department, spontaneously reporting any change in the close members of their family or companies in which they have a significant interest or influence, as defined herein.
7.11. The Company and its direct and indirect subsidiaries shall ensure that the remuneration of advisors, consultants or intermediaries who may be hired under this Policy does not result in conflicts of interest with the Company (including its subsidiaries), its managers or its shareholders.
7.12. Corporate restructuring processes involving Minerva (or its subsidiaries) and their related parties must ensure fair treatment for Minerva‘s shareholders.
7.13. All independent valuation reports required for transactions with related parties must be prepared without the participation of any party involved in the transaction in question, be it a 6 bank, lawyer, specialized consulting firm, among others, and must be based on realistic assumptions and information endorsed by third parties.

8. DISCLOSURE AND TRANSPARENCY
8.1. Information on transactions with related parties shall be disclosed in the manner set forth by the regulations in force, and the disclosure made in the notes to the financial statements of the Company shall comply with the applicable accounting pronouncements.
8.2. Any amendment to this Policy must be approved by the Company’s Board of Directors and notified to CVM and B3.

9. ALIGNMENT OF THE POLICY WITH THE BRAZILIAN CORPORATE LAW
9.1. This Policy is in line with the requirements of the Brazilian Corporate Law, particularly with respect to compliance with the management’s duty of loyalty to Minerva. Pursuant to article 155 of the aforementioned law, managers must serve the company with loyalty, and the company’s interests must always prevail over the decision makers’ personal interests. In addition, article 156 of the same law determines that, in the event of a conflict of interest, it is the manager’s responsibility to communicate to the others, as well as to the Board of Directors, the situation of conflict. The manager in question must not be involved in the transaction and must ensure that the nature and extent of their interest appear in the minutes of the board meeting.

10. PERIOD OF VALIDITY
10.1. This Policy was approved by the Company’s Board of Directors at a meeting held on December 6, 2018 and shall remain in force as from this date for an indefinite period, until resolved otherwise.

***

Income Allocation Policy

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INCOME ALLOCATION POLICY OF MINERVA S.A.

1. PURPOSE AND SCOPE

1.1. The purpose of this Policy is to disclose to the shareholders and to the market in general the principles, rules and procedures for the Company‘s dividend distribution process, in a comprehensive and transparent way.

2. REFERENCES

2.1. This Policy has as a reference: (i) the corporate governance guidelines of the Company’s Bylaws, as amended ("Bylaws"); (ii) Law no. 6.404, of December 15, 1976, as amended ("Brazilian Corporate Law"); (iii) the general rules issued by the Securities and Exchange Commission ("CVM") on the subject; (iv) the IBGC’s Brazilian Code of Corporate Governance - Publicly Held Companies; and (v) the B3 S.A. - Brasil, Bolsa, Balcão ("B3") Novo Mercado’s Listing Regulations as approved by the CVM’s board on September 5, 2017 ("Novo Mercado Regulations").

3. PRINCIPLES

3.1. The distribution of dividends and other earnings must take into account the Company’s results, financial condition and cash needs, the future prospects of the current and potential markets, the existing investment opportunities and the maintenance and expansion of the Company’s productive capacity.

3.2. This Policy is designed to ensure the Company’s short, medium and long-term continuity and financial sustainability, based on the need for flexibility and financial soundness in order to maintain its business.

4. INCOME ALLOCATION

4.1. Together with the financial statements for the immediately preceding year, the Company’s Board of Directors will submit a proposal to the Annual General Meeting in relation to the allocation of the immediately preceding year’s net income, calculated after absorbing any accumulated losses, pursuant to article 189 of the Brazilian Corporate Law and the deduction of the participations referred to in article 190 of the Brazilian Corporate Law, observing the following order:

(i) Five percent (5%) of net income will be applied, prior to any other allocation, in setting up the legal reserve, which shall not exceed twenty percent (20%) of the share capital. In any year in which the balance of the legal reserve plus the amounts in the capital reserves referred to in paragraph 1 of article 182 of the Brazilian Corporate Law exceeds an amount corresponding to thirty percent (30%) of the share capital, it will not be compulsory to allocate part of the year‘s net income to the legal reserve;

(ii) at the suggestion of the management bodies, a portion may be allocated to a reserve for contingencies in order to offset, in a future year, the decrease in profit resulting from a loss deemed probable, whose amount can be estimated under the terms of article 195 of the Brazilian Corporation Law;

(iii) once the future loss that motivated the allocation of profits occurs or when such loss is no longer probable, the management bodies shall propose the reversal of part or of the totality of the reserve for contingency established in previous years, under the terms of article 195 of the Brazilian Corporate Law;

(iv) at the suggestion of the management bodies, the portion of net income resulting from government donations or subsidies for investments may be allocated to the fiscal incentive reserve, as provided for in article 195-A of the Brazilian Corporate Law;

(v) portion corresponding to twenty-five percent (25%) of the annual net income adjusted by the deductions and additions provided for in items (i), (ii), (iii) and (iv) above, in each fiscal year, will be allocated to the payment of compulsory dividend, as provided for in article 202 of the Brazilian Corporate Law, subject to the provisions of item (vi) below;

(vi) in any year in which the amount of the compulsory dividend, calculated under the terms of item (v) above, exceeds the realized portion of the year’s income, the General Meeting may, at the suggestion of the management bodies, allocate the excess to setting up an unrealized income reserve, in accordance with the provisions of article 197 of the Brazilian Corporate Law;

(vii) in the fiscal year in which the Company’s Leverage Ratio (as defined in item 4.6 below) is equal to or less than two and a half times (2.5x), the Board of Directors will submit to the General Meeting a proposal for the payment of a dividend in addition to the compulsory corresponding to, at least, twenty-five percent (25%) of the annual net income adjusted by the deductions and additions provided for in items (i), (ii), (iii) and (iv) above;

(viii) the income remaining may be allocated to the setting up of an expansion reserve, which will be used to finance investment in operational assets, as provided for in article 32, "f", of the Bylaws and in the article 194 of the Brazilian Corporate Law, and this reserve must be the lesser of the following amounts:

a. an amount corresponding to eighty percent (80%) of the share capital, or

b. an amount that, when added to the balances of the other revenue reserves, excluding the unrealized income reserve and the contingency reserve, corresponds to one hundred percent (100%) of the Company’s share capital.

(ix) at the suggestion of the management bodies, a portion or the totality of the remaining balance, if any, may be retained for the execution of a capital budget previously approved by the General Meeting, as provided for in the article 196 of the Brazilian Corporate Law; and

(x) after the allocations above, any balance that remains in the retained earnings account, shall be distributed as an additional dividend, in accordance with the provisions of article 202, paragraph 6, of the Brazilian Corporate Law

4.2. The Annual Meeting may attribute to the members of the Board of Directors and of the Executive Board profit sharing no greater than ten percent (10%) of the remaining income for the year, limited to management‘s annual global remuneration, under the terms of article 152, paragraph 1 of the Brazilian Corporate Law.

4.3. The distribution of profit sharing to members of the Board of Directors and of the Executive Board may only occur in those years in which shareholders are guaranteed payment of the minimum compulsory dividend provided for in the Bylaws.

4.4. Under the terms of the Brazilian Corporate Law, in exceptional cases the compulsory dividend may not be paid in any fiscal year in which the Company‘s management informs the Annual General Meeting that such payment is incompatible with the Company‘s financial situation, in which case the directors must forward the justification for this notification to the CVM.

4.4.1. Profits not distributed as compulsory dividend in the event provided for in item 4.4 above must be recorded in a special reserve and, if not absorbed by losses in subsequent fiscal years, must be paid as soon as the Company’s financial situation permits.

4.5. The "Leverage Ratio" is considered the ratio between the Company’s Net Debt and EBITDA, calculated based on the consolidated financial statements at the end of the fiscal year, being that:

(i) "Net Debt" means:

a. the sum of all debts incurred by the Company and its subsidiaries, resulting from:

1. cash loans;

2. obligations arising from the issuance of subscription warrants, debentures, notes or other similar instruments;

3. lines of credit, bank acceptance or similar instruments, except for the exchange of letters of credit or bank acceptances, issued due to the exchange of payable trade notes that are not yet due on the date of presentation or, if due, there is a term of 10 (ten) business days for payment;

4. retention, unpaid, of payment price for goods or services, all the sales obligations, except for the exchange of trade notes arising from the normal course of the Company’s activities;

5. tenant obligations in property lease agreements;

6. third-party debts guaranteed by asset liens, regardless of whether such debt is assumed by the Company or not;

7. arising from the hedge contract of the Company and its subsidiaries; and

8. obligations arising from "Minerva Fundo de Investimento em Direitos Creditórios - Crédito Mercantil";

b. subtracted from cash and consolidated available funds and marketable securities, recorded as short-term assets; and

(ii) "EBITDA" means:

a. consolidated net operating revenue;

b. minus the sum of:

1. the consolidated cost of goods and services sold;

2. the consolidated selling expenses and general and administrative expenses;

3. net operating and non-operating profit; and

4. any depreciation or amortization and non-recurring or financial expenses losses, included in the consolidation of costs of goods sold and services provided, selling expenses and general and administrative expenses.

4.6. For clarification purposes, in the fiscal year in which the Company’s Leverage Ratio is equal to or less than two and a half times (2.5x), as provided for in item 4.1.(vii), the Company must distribute, as compulsory dividend and as additional dividend, earnings corresponding to at least fifty percent (50%) of the net profit for the year, after adjusted by the deductions and additions provided for in items 4.1.(i), 4.1.(ii), 4.1.(iii) and 4.1.(iv) above.

5. INTEREST ON EQUITY, INTERMEDIATE AND INTERIM DIVIDENDS

5.1. At the suggestion of the Executive Board, approved by the Board of Directors, for confirmation by the Shareholders’ Meeting, the Company may pay or credit interest to the shareholders, by way of remuneration for their equity holdings, subject to the applicable legislation. Any amounts paid out in this way, net of income tax at source, may be attributed to the amount of the compulsory dividend provided for in the Bylaws and to the additional dividend amount provided for in item 4.1.(vii) above.

5.1.1. In the case of interest being credited to the shareholders during the fiscal year and being counted towards the value of the compulsory dividend, the shareholders will be remunerated with the dividends to which they are entitled, and will be guaranteed the payment of any remaining balance. In the event that the amount of the dividends is less than the amount which has been credited to them, the Company may not recover the excess balance from the shareholders.

5.1.2. The actual payment of interest on equity, if it has been credited during the fiscal year, will be made by means of resolution by the Board of Directors, during the fiscal year or in the following year, but not later than the dividend payment dates.

5.2. The Company may draw up interim financial statements on an semi-annual basis, quarterly, or for shorter periods, and declare, by means of a resolution by the Board of Directors:

(i) the payment of dividends or interest on equity, on account of the net income for the current fiscal year, determined in the semi-annual balance sheet, to be counted towards the value of the compulsory dividend, if any;

(ii) the distribution of dividends or interest on equity based on net income for the current year, calculated in the balance sheet drawn up in a period of less than six (6) months, is limited in each half of the year to the amount of the capital reserves, as provided for in article 204 of the Brazilian Corporate Law; and

(iii) the payment of an interim dividend or interest on equity, out of the retained earnings account for the execution of the capital budget or revenue reserve existing at the date of the last annual, semiannual, quarterly or withdrawn in shorter periods, balance sheet, to be counted towards the compulsory dividend, if any.

6. FISCAL YEAR

6.1. The Company’s fiscal year begins on January 1st and ends on December 31st of each year.

7. PAYMENT OF DIVIDENDS

7.1. Under the Brazilian Corporate Law, dividends are due to shareholders registered as the owner or beneficial owner of shares, on the date that the dividends and/or interest on equity are declared, subject to the rules of the Central Assets Depositary of B3 for determining cut-off date and the date for trading "ex-earnings" shares.

7.2. The General Meeting or the Board of Directors, as the case may be, shall set the deadline for the payment of declared dividends or interest on equity and define the date on which the Company’s shares begins to be traded without the right to earnings, subject to the rules of the Central Assets Depositary of B3 to determine the cut-off date and the date for trading "ex-earnings" shares.

7.3. The body that approves the declaration of dividends or interest on equity can determine the final term for the payment of earnings and delegate to the Executive Board the determination of the exact date of payment.

7.4. The payment of dividends or interest on equity cannot, under any circumstances, occur after the end of the fiscal year in which the earnings were declared.

7.5. For shareholders whose shares are deposited in the fiduciary custody of B3, the payment of the dividends will be made to B3, which will be responsible for transferring the aforementioned amounts to the shareholders, via the corresponding brokers.

7.6. Payment of dividends to those shareholders whose shares are directly recorded in the accounts of Itaú Corretora de Valores S.A. (book-entry environment), will be credited by the financial institution directly to the shareholders’ current accounts, provided that their registration and banking data with the financial institution is properly up-to-date.

8. OTHER PROVISIONS

8.1. If they wish to claim dividends or the payment of interest on equity for their shares, Shareholders have a period of three (3) years, counting from the date on which the dividends or interest on equity were made available, after which date the amount of unclaimed dividends or interest on equity will be reversed in favor of the Company.

8.2. Any change to this Policy must be approved by the Company‘s Board of Directors and communicated to the CVM and to B3.

8.3. In the event of a conflict between the provisions of this Policy and the Company’s Bylaws, the provisions of the Bylaws shall prevail and, in the event of a conflict between the provisions of this Policy and the legislation currently in force, the provisions of the legislation currently in force shall prevail.

8.4. If any provision of this Policy is found to be invalid, illegal or ineffective, that provision will be limited, as far as possible, so that the validity, legality and effectiveness of the remaining provisions of this Policy are not affected or impaired.

9. VALIDITY

9.1. This Policy was approved by the Company‘s Board of Directors at a meeting held on December 6, 2018, and amended at a meeting of the Company’s Board of Directors held on February 18, 2020, and will remain in force as from the date of its approval by the Board of Directors, until such time as a decision is taken to the contrary.

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History

The following table sets forth the distributions out of net income that Minerva made to its shareholders in respect of the 2007 and 2010 years. All these amounts distributed were in the form of dividends:

Period Proceeds Ex-right Date Payment Date Payment per Share Total Amount Paid
2007 Dividend 04/30/2008 05/15/2008 R$ 0.122481 R$ 9,186,136.05
2010 Dividend 03/03/2011 04/04/2011 R$ 0.063486 R$ 6,547,097.53
2011 Dividend 03/06/2012 03/15/2012 R$ 0.114732 R$ 11,761,993.69
Interest on Equity 03/06/2012 03/15/2012 R$ 0.170471 R$ 20,560,236.16
2016 Dividend 04/04/2017 04/17/2017 R$0.257818 R$ 60,161,936.29
Risk Management Policy

Click here to acces the PDF version of Minerva‘s Risk Management Policy

RISK MANAGEMENT POLICY OF MINERVA S.A.

PURPOSE AND SCOPE

1.1. This purpose of this Risk Management Policy ("Policy") is to establish the principles, guidelines and responsibilities to be observed in Minerva S.A.‘s ("Minerva" or "Company") risk management process, in order to permit the identification, evaluation and treatment of risks for the continuity of the Company‘s business.

2. REFERENCES

2.1. This Policy is based on (i) the corporate governance guidelines of the Company‘s by-laws, as amended; (ii) the provisions set forth in CVM Instruction no. 480 of December 7, 2009, as amended; (iii) the IBGC‘s (Brazilian Institute of Corporate Governance) Code of Best Corporate Governance Practices: the Brazilian Code of Corporate Governance; and (iv) the B3 S.A. - Brasil, Bolsa, Balcão ("B3") Novo Mercado‘s Listing Regulations.

3. APPLICATION OF THE POLICY

3.1. This Policy applies to all of Minerva‘s employees, as well as those of its subsidiaries, including the members of Minerva‘s Board of Directors, Committees, Executive Board and Fiscal Council.

4. DEFINITIONS

4.1. "Risk" means any threat of events or actions that may have an effect on the achievement of the Company‘s objectives. It is inherent in any activity and can affect the assets, results, image or continuity of the business.

5. IDENTIFICATION AND GUIDELINES OF THE RISKS

5.1. The risks to which the Company is subject must be periodically identified, documented and formalized in a structured way so that they are recognized and dealt with. These risks must be categorized according to their nature and origin, as shown below:

5.1.1. Strategic Risks: are the risks associated with the strategic management decisions to achieve the Company‘s business objectives

5.1.2. Financial Risks: these are divided into three segments:

(i) Market Risk: arises from the possibility of losses that may be caused by changes in interest rates, exchange rates, share prices and commodity prices;

(ii) Credit Risk: is characterized by the possibility of loss resulting from uncertainty in relation to the receipt of amounts agreed with third parties as a result of their economic and financial incapacity;

(iii) Liquidity Risk: this consists of the possibility that the Company may not be able to effectively meet its obligations on the maturity date, or only do with high levels of losses.

5.1.3. Compliance Risks: are the risks of sanctions in connection with a failure to comply with the applicable legislation, agreements, regulations, codes of conduct and/or policies.

5.1.4. Operational Risks: are those that result from the Company‘s infrastructure, and which may affect its operational efficiency and its effective and efficient use of resources.

5.2. Minerva is committed to managing the risks that are inherent in its activities. The Company believes that the effective management of these risks helps in the preservation and development of its values and assets, as well as protecting its reputation. This management is based on maintaining the risks at acceptable levels, by means of:

(i) identification of the main business risks, both internal as well as external, to which Minerva is exposed;
(ii) quantification of the direct and indirect economic impact;
(iii) continuous assessment of risk, particularly in relation to the likelihood of occurrence and financial impact on the business, in order to permit the prioritization and treatment of such risks;
(iv) adoption of internal risk management procedures, with duties and hierarchical functions being attributed to the Company‘s different areas and departments;
(v) analyses of the market risks to which the Company is exposed and which may have a negative impact on its business, financial condition and the results of its operations;
(vi) monitoring of changes in the macroeconomic and sectoral scenario that may influence the Company‘s activities; and
(vii) diffusion of a risk culture and the consequent quest for the best market practices.

6. RISK MANAGEMENT PROCESS

6.1. According to best market practices, Minerva must maintain an organized structure responsible for the application of the risk management process described herein, at different levels of the organization, which includes the Board of Directors, the Executive Board, the Risk Committeeand all of the Company‘s employees. Its purpose is to enable the Company‘s business to be carried out in a safe, appropriate and efficient way, and to allow the Company to issue reliable financial statements, in accordance with the legal provisions and the standards issued by the applicable regulatory bodies.

6.2. The mitigation measures and procedures for the risks to which the Company is exposed, as well as the analysis of the Brazilian and global economic scenario and their potential impact on the Company‘s financial position, are implemented by the Risk Committee.

6.3. The management of market risks is aimed at identifying and analyzing the risks to which the Company is exposed, in order to define limits and control them. The procedures for managing these risks are controlled and managed by the Finance Department, under the supervision of the Risk Committee.

6.4. This management is carried out by means of the application of the following models: (i) a statistical calculation system known as "VaR - Value at Risk" ("VaR"); and (ii) a system of impact calculation by means of the application of stress scenarios. In the case of VaR, the Parametric and Monte Carlo VaR models are used.

6.5. Once the risks have been identified, the Finance Department must take decisions in order to mitigate and/or neutralize the risks to the Company.

6.6. Risks are constantly monitored in order to correct any possible additional exposure, in addition to controlling margins and adjustments. The Finance Department‘s discretion in determining the limits necessary to minimize the Company‘s exposure to currencies, interest rates and cattle prices is limited solely to the VaR analysis parameters of the derivatives portfolio.

6.5. Asset Protection Strategy - Use of Hedging

6.5.1. The use of derivative financial instruments (hedging) is designed to partially protect the Company‘s assets and its transactions against the risks of fluctuation in exchange rates, interest rates and the price of cattle.

Currency Hedge: the adoption of the currency hedge policy is aimed at protecting the Company from currency fluctuations. The policy is divided into: (i) cash flow hedge; and (ii) balance sheet hedge.

(i) The cash flow hedge takes advantage of market fluctuations to improve the Company‘s operating results and, at the same time, protect its currency flow (other than the Real) within a timeframe of up to one year. This hedging uses instruments such as USD futures trading on the B3, non-deliverable forwards ("NDFs"), foreign currency raisings, options and inflows of dollars; and

(ii) The balance sheet hedge is intended to protect the Company’s indebtedness in foreign currency and is discussed at the meetings of Minerva‘s Board of Directors. The balance sheet exposure is the flow of debt in US dollars with a maturity of more than one year. In order to hedge these risks, instruments such as retention of cash in US dollars, repurchase of notes or bonds on the international market, NDFs, futures contracts on B3, swap transactions and options trading may be used. The following table will be used to guide the board about hedging strategies and definitions. Company executives might be able to operate in a range of +10%/-10% of the stipulated level of hedging.


Interest Hedge: this is designed to protect the Company from changes in the interest rate on financial investments, loans and financing, by means of the use of derivative financial instruments based on B3 futures contracts, Swaps, NDFs and options trading, among other transactions.
Cattle price hedge: is aimed at minimizing the impacts of fluctuations in beef prices on the Company‘s income. This policy is divided into the following segments: (i) cattle futures hedge; and (ii) carcass beef hedge.
(i) A cattle futures hedge ensures raw material, especially in the off-season. Fed cattle instruments traded on the B3 and options on futures contracts, which are also traded on B3, may be used; and

(ii) A carcass beef hedge is aimed at guaranteeing the cost of the raw material used in meat production, particularly in the off-season. In this way, the Company can buy cattle for future delivery and use the B3 to sell futures contracts, minimizing the directional risk of beef prices. In order to implement this policy, instruments that are available on the market, such as fed cattle futures contracts and options on futures contracts, both of which are traded on B3, may be used.

6.5.2. With regard to the transactions on the B3 fed cattle contracts futures market, the Company must be guided by the provisions listed in Exhibit I of this Policy.

7. TREATMENT OF RISKS

7.1. The risks to which the Company is subject must periodically be identified, documented and formalized in a structured way so that they are recognized and properly dealt with.

7.2. The Company sells its products on the domestic and international market, maintaining high standards of governance and transparency, managing its operations in such a way as to avoid, mitigate and manage the impacts and risks to which it is exposed. The Company seeks measures and procedures to monitor and mitigate the following risks:

(i) credit risks;
(ii) risks from international and export operations;
(iii) risks of deterioration in the economic environment;
(iv) risks resulting from the use of derivative financial instruments;
(v) risks resulting from fluctuations in interest rates;
(vi) risks resulting from fluctuations in the foreign exchange rate; and
(vii) risk of volatility in the price of cattle.

7.3. The Company aims to treat and monitor the abovementioned risks in such a way as to maintain high standards of governance and transparency, as described below.

7.3.1. Credit risks: in order to mitigate these risks, the Company must limit its exposure to credit risk per customer and market by means of credit analysis and customer portfolio management by the Risk Committee. The aim is to reduce the financial exposure to any given customer and/or market that may represent significant losses to the Company in the event of default or the implementation of health and/or commercial barriers in countries to which the company exports. Therefore, the Company must comply with the credit limit of up to 30% of billing for customers with a relationship of at least one year. In addition, the Company must seek diversification of its clients, so that there is no concentration and so that no customer represents more than 5% of gross sales revenue. Credit risk must be monitored by (i) a detailed analysis of the customers‘ financial statements; (ii) an internal customer risk rating system; and (iii) checks with credit rating agencies.

7.3.2. Risks from international and export operations: given that the Company exports its products to more than a hundred countries, the risks related to its international operations are mitigated. Even with the occurrence of an event that may subject the Company to a risk in a given country, the aforementioned risk will not imply a significant alteration in the Company‘s total revenue, given that it may also be able to reallocate the volume to other markets.

7.3.3. Risks of deterioration in the economic environment: the Risk Committee must periodically analyze the Brazilian and global economic scenarios and their potential impact on the Company‘s financial position.

7.3.4. Risks resulting from the use of derivative financial instruments: as previously mentioned, the Company must only use financial instruments for the purpose of hedging protection and not for financial speculation. However, generally speaking the financial instruments that are available in the market produce an imperfect asset protection (hedge), and may potentially expose the Company to risk. In this case, it is up to the Risk Committee to assess the Company‘s exposure, and to sugest what actions should be taken, in order to reduce Minerva‘s exposure to a minimum.

7.3.5. Risks resulting from fluctuations in interest rates: the Company must use parameters that take into account the materiality of its net exposure, based on amounts, terms and interest rates, by comparison with the CDI (Bank Deposit Certificate) rate. The internal controls for risk and hedge management use worksheets and systems for monitoring the transactions performed and calculating the VaR.

7.3.6. Risks arising from fluctuations in the foreign exchange rate: as a parameter for its protection, the Company must take the net mismatch in foreign currency, and reduce the excess exposure to foreign exchange variation risks by balancing its non-Real-denominated assets against its non-Real-denominated obligations, protecting the Company‘s balance sheet. The internal controls for risk and hedge management use worksheets and systems for monitoring the transactions performed and calculating the VaR.

7.3.7. Risk of volatility in cattle prices: the Company must hold periodic meetings with the market research team responsible for coordination and the operational and financial teams in order to identify all the risks, as well as to determine the appropriate decisions in each case, based on the Company‘s scale of slaughter, the beef price, the base differential (discount on the beef price outside São Paulo), the price of beef on the international market, the price of beef on the domestic market, and the availability of beef on the domestic market. These figures are calculated and published daily in the market. Based on this information, the Company makes decisions regarding which hedging policy to adopt, as mentioned in item 6.5. "Asset Protection Strategy - Use of Hedging".

8. INTERNAL CONTROLS AND RESPONSIBILITIES

8.1. Minerva must structure support and advisory areas responsible for the monitoring and improvement of the Company‘s risk management, internal controls and corporate governance. The Board of Directors, the Executive Board, the Risk Committee and other advisory areas must coordinate the risk management process and attempt to identify, measure and monitor the associated risks, as well as those risks that may have a significant effect on the preparation of the Company‘s financial statements.

8.2. Responsibilities

8.2.1. Board of Directors: the body responsible for approving this Policy. In addition, it is tasked with (i) analyzing and implementing measures to mitigate the risk factors to which Minerva is exposed; (ii) establishing the level of protection (hedge) of the Company‘s long-term debt; (iii) defining Minerva‘s level of risk appetite in the running of its business; and (iv) constantly monitoring changes in the macroeconomic and sectoral scenario that may influence the Company‘s activities.

8.2.2. Executive Board: adopts mechanisms for risk management (hedging), the control and management of which are the responsibility of the Finance Department, following the decisions taken by the members of the Company‘s Board of Directors, employees and external consultants, using control instruments by means of appropriate systems and professionals trained in the measurement, analysis and management of risks. Once the Company‘s exposure to market risks has been identified the Finance Department is responsible for consolidating all the parameters and seeking protection by means of operations on the securities market, in order to mitigate and/or neutralize the Company‘s risks. The Executive Board is also responsible for evaluating at least once a year the effectiveness of the policies and risk management systems and internal controls as well as of the integrity/compliance program and rendering a report of this assessment to the Board of Directors.

8.2.3. Risk Committee: made up of members of the Board of Directors, Executive Board, employees, it assists the Executive Board and the Company‘s Board of Directors with the implementation of measures designed to mitigate the risk factors to which the Company is exposed, as well as with the analysis of the Brazilian and global economic scenarios and their potential impact on the Company‘s financial position. The Risk Committee, together with Minerva‘s management, must constantly analyze the risks to which the Company is exposed and which may have a negative impact on its business, its financial condition and the results of its operations, monitoring changes in the macroeconomic and sectoral scenario that may influence its activities

9. VALIDITY

9.1. This Policy was approved by the Company‘s Board of Directors at a meeting held on September 9th, 2019 and will remain in force as from this date for an indefinite period, pending a decision to the contrary.

EXHIBIT I
TRANSACTIONS ON THE B3 FED CATTLE CONTRACTS FUTURES MARKET

1. In the context of any operation carried out on the B3‘s fed cattle contracts futures market ("Operation"), it is essential that Minerva S.A. ("Minerva" or "Company") register: (i) strategies; (ii) contract volumes; and (iii) directions, to be observed throughout the entire period in which the Company holds any positions or carries out daily operations in the market.

2. Any change in the strategy or volume of contracts shall be accompanied by a record of the reasons that led to such changes.

2.1. The records shall be kept for the prescribed periods of time.

3. The record must include the qualification of all those who took part in the decisions that defined strategies, volumes, directions and the respective changes.

4. Internal rules shall be created to be observed by the people responsible for transmitting orders to intermediaries for inputting offers into the trading systems ("Rules").

4.1. These Rules shall be written in clear and objective language so as to avoid wrong interpretations.

5. Action that may involve the use of irregular practices in the conduct of the strategies is prohibited.

6. Internal procedures shall be established so as to verify that the Rules are being followed by those who are responsible for dealing with intermediaries.

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