Corporate Taxpayer ID (CNPJ/MF): 03.853.896/0001-40 Company Registry (NIRE): 35.300.341.031 PUBLICLY HELD COMPANY MINUTES OF THE BOARD OF DIRECTORS MEETING HELD ON January 26, 2017 Date, Time and Venue: Meeting of the Board of Directors of Marfrig Global Foods S.A. ( Company ) held on January 26, 2017, at 8 a.m., at the registered office of the Company located at Avenida Queiroz Filho, nº 1.560, Bloco 5, Torre Sabiá, 3º andar, Sala 301, Vila Hamburguesa, CEP 05319-000, in the city and state of São Paulo. Call Notice and Attendance: Call notice was duly sent to all Directors of the Company. The meeting was attended by Messrs. Marcos Antonio Molina dos Santos Chairman of the Board, Marcia Aparecida Pascoal Marçal dos Santos, Rodrigo Marçal Filho, Alain Emilie Henry Martinet, Antonio dos Santos Maciel Neto, Marcelo Maia de Azevedo Correa, Carlos Geraldo Langoni, Roberto Faldini and David G. McDonald. Presiding Board: Chairman: Mr. Marcos Antonio Molina dos Santos; Secretary: Mr. Heraldo Geres. Agenda: To consider and vote on ratifying the capital increase, within the authorized capital, in accordance with Article 6 of the Bylaws of the Company, in the amount of two billion, one hundred forty nine million, five hundred forty nine thousand and nine hundred sixty two reais (R$ 2,149,549,962.00) related to the subscription of ninety nine million, nine hundred seventy nine and sixty eight (99,979,068) common shares issued by the Company ( Shares ), resulting from the mandatory conversion of two hundred fourteen thousand, nine hundred fifty five (214,955) debentures ( Debentures ), pursuant to the Private Indenture of the 5 th Issue of Convertible Debentures of Marfrig Global Foods S.A., signed on January 22, 2014, by the company and Planner Trustee DTVM Ltda. ( Trustee ), and amended on February 12, 2014 ( Indenture ), at the price of twenty one reais and fifty cents (R$ 21,50) per Share. Resolutions: After examining and discussing the item on the agenda, the Directors of the Company unanimously resolved to ratify the increase in the capital stock of the Company, represented by the issue of Shares, at the unit price of twenty one reais and fifty cents (R$ 21,50), totaling two billion, one hundred forty nine million, five hundred forty nine thousand and nine hundred sixty two reais (R$ 2,149,549,962.00), due to the conversion of Debentures, pursuant to the Indenture. Since the operation involves conversion of Debentures into Shares, there are no preemptive rights for Shareholders of the Company at this moment, in accordance with article 171, paragraph 3 of Federal Law 6,404. The terms and conditions of the Debenture issue were approved at the Extraordinary Shareholders Meeting of the Company held on January 22, 2014.
As a result, the capital stock of the Company will increase from the current five billion, two hundred seventy eight million, one hundred twenty seven thousand, eighty nine reais (R$ 5,278,127,089.00), divided into five hundred twenty one million, three hundred thousand and seven hundred fifty four (521,300,754) registered, common shares with no par value, to seven billion, four hundred twenty seven million, six hundred seventy seven thousand and fifty one reais (R$7.427.677.051,00), divided into six hundred twenty one million, two hundred seventy nine thousand and eight hundred twenty two (621.279.822) registered, common shares with no par value. The directors further clarified the shares in this issue will have the same characteristics, rights and features of the existing common shares, as provided in the bylaws including full rights to dividends and other cash distributions that are declared in the future. Shareholders Meeting shall be convened to amend Article 5 of the Bylaws of the Company in order to reflect the referred capital increase. Closure: There being no further business to discuss, these minutes were drawn up, read, approved and signed by all those present. São Paulo, January 26, 2017. Presiding: Marcos Antonio Molina dos Santos Chairman Heraldo Geres Secretary Directors Marcos Antonio Molina dos Santos Marcia A. Pascoal Marçal dos Santos Rodrigo Marçal Filho Alain Emilie Henry Martinet Antonio dos Santos Maciel Neto Roberto Faldini Marcelo Maia de Azevedo Correa Carlos Geraldo Langoni David G. McDonald
Corporate Taxpayer ID (CNPJ/MF): 03.853.896/0001-40 Company Registration (NIRE): 35.300.341.031 Publicly Held Company NOTICE ON CAPITAL INCREASE APPROVED BY THE BOARD OF DIRECTORS IN THE MEETING HELD ON JANUARY 26, 2017 (In accordance with Appendix 30 XXXII of CVM Instruction 480/09, as amended) Article 1. The issuer must disclose to the market the increase amount and the new capital, and whether the increase will be carried out through: I conversion of debentures or other type of debt into shares; II exercise of subscription rights or stock warrants; III capitalization of profits or reserves; or IV - subscription to new shares. The Board of Directors approved an increase in the capital stock in the amount of two billion, one hundred forty nine million, five hundred forty nine thousand and nine hundred sixty two reais (R$ 2,149,549,962.00), through the mandatory conversion of two hundred fourteen thousand, nine hundred shares (214,955) debentures of the Company ( Debentures ), issued under the terms of the Private Indenture of the 5 th Issue of Convertible Debentures of Marfrig Global Foods S.A., signed on January 22, 2014, by the Company and Planner Trustee DTVM Ltda. ( Trustee ), later amended on February 12, 2014 ( Indenture ), resulting in the issue of ninety nine million, nine hundred seventy nine and sixty eight (99,979,068) new registered, common shares with no par value by the Company such that the capital stock of the Company increased to seven billion, four hundred twenty seven million, six hundred seventy seven thousand and fifty one reais (R$7.427.677.051,00), divided into six hundred twenty one million, two hundred seventy nine thousand and eight hundred twenty two (621.279.822) registered, common shares with no par value. Sole paragraph. The issuer must also: I explain, in detail, the reasons for the increase and its legal and economic consequences; and The capital increase is due to the mandatory conversion of Debentures into registered, common shares with no par value issued by the Company due to the maturity of the Debentures on January 25, 2017, pursuant to the Indenture. Since the conversion into shares was mandatory and envisaged from the time of issue of the Debentures, in accordance with the Indenture, at which time the shareholders of the Company were entitled to preemptive rights, there is no legal implication.
The maturity and settlement of Debentures through their conversion into common shares issued by the Company ends all payment obligations by the Company regarding the Debentures, as envisaged in the Indenture. II provide a copy of the fiscal council report, if applicable. Not applicable. Article 2. In case of capital increase through subscription to shares, the issuer must: I describe the allocation of proceeds; II inform the number of shares issued of each type and class; III describe the rights, benefits and restrictions applicable to the shares to be issued; IV inform whether any related parties, as defined in the applicable accounting standards, will subscribe to the shares in the capital increase, specifying the respective numbers, if already known; V inform the issue price of the new shares; VI inform the nominal price of the shares issued or, for shares with no par value, the portion of the issue price to be allocated to capital reserve; VII - provide management s opinion on the effects of the capital increase, especially regarding the dilution caused by said increase; VIII inform the criteria for calculating the issue price and justify, in detail, the economic aspects supporting such choice; IX if the issue price was fixed at a premium or discount in relation to the market price, provide the reason for the premium or discount and explain how it was determined; X provide a copy of all reports and studies supporting the fixation of the issue price; XI inform the price of shares of each type and class of the issuer in the markets on which they are traded, indicating: a) the minimum, average and maximum price in each year in the past three (3) years; b) the minimum, average and maximum price in each quarter in the past two (2) years; c) the minimum, average and maximum price in each month in the past six (6) months; and d) the average price in the past ninety (90) days; XII inform the issue price of the shares in capital increases conducted in the past three (3) years; XIII inform the percentage for potential dilution resulting from the issue; XIV inform the deadlines, conditions and form of subscription and payment of the shares issued; XV inform whether shareholders will be entitled to preemptive rights to subscribe to the newly issued shares and detail the terms and conditions governing such right; XVI provide the management proposal for any unsubscribed shares; XVII describe, in detail, the procedures that will be adopted in case of partial ratification of the capital increase; and XVIII if the issue price of the shares may be fully or partially paid through assets: a) provide a complete description of the assets that will be accepted;
b) clarify the relation between the assets and the company purpose; and c) provide a copy of the asset valuation report, if available. Not applicable, since the capital increase was conducted through the conversion of debentures into shares. Article 3. In case of capital increase through the capitalization of profits or reserves, the issuer must: I inform whether it will change the par value of the shares, if any, or the distribution of new shares among shareholders; II inform whether the capitalization of profits or reserves will be made with or without any change in the number of shares, for companies issuing shares with no par value; III in case of distribution of new shares: a) inform the number of shares issued of each type and class; b) inform the percentage that shareholders will receive as shares; c) describe the rights, benefits and restrictions applicable to the shares to be issued; d) inform the acquisition cost, in Brazilian reais per share, to be attributed so that shareholders may comply with Article 10 of Federal Law 9,249 of December 26, 1995; and e) inform how fractions will be treated, if applicable; IV inform the deadline under Paragraph 3, Article 169 of Federal Law 6,404 of 1976; and V inform and provide the information and documents required under Article 2 above, when applicable. Not applicable, since the capital increase was made through the conversion of debentures into shares. Article 4 In case of capital increase through the conversion of debentures or other debt into shares or through the exercise of stock warrants, the issuer must: I inform the number of shares issued of each type and class; and II describe the rights, benefits and restrictions applicable to the shares to be issued. Due to the abovementioned conversion of Debentures, a total of ninety nine million, nine hundred seventy nine and sixty eight (99,979,068) registered common shares with no par value were issued by the Company. The newly issued shares have the same characteristics, are subject to the same conditions and entitled to the same rights and benefits envisaged in the Bylaws as other common shares of the Company, including full rights to dividends, interest on equity and other benefits the Company may grant to such shares. Article 5. The provisions in Articles 1 to 4 in this Appendix do not apply to capital increases resulting from stock option plans, in which case the issuer must inform:
I the date of the shareholders meeting that approved the stock option plan; II capital increase amount and the new capital; III the number of shares issued of each type and class; IV the issue price of the new shares; V the price of each type and class of shares of the issuer in the markets on which they are traded, indicating: a) the minimum, average and maximum price in each year in the past three (3) years; b) the minimum, average and maximum price in each quarter in the past two (2) years; c) the minimum, average and maximum price in each month in the past six (6) months; and d) the average price in the past ninety (90) days; VI percentage of potential dilution resulting from the issue. Not applicable, since the capital increase was carried out through the conversion of debentures into shares.