MARFRIG GLOBAL FOODS S.A. 
By Public company - authorized share capital
MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS HELD ON JANUARY 6, 2014FREE TRANSLATION
Date, Time and Place. Meeting of the Board of Directors of Marfrig Alimentos S.A. ("Company") held by conference call at 8 a.m. on January 6, 2014, in the premises located at Avenida Chedid Jafet 222, Tower A, 5th floor, Suite 01, district of Vila Olimpia, Postal Code (CEP) 04551-065, in the City of São Paulo, State of São Paulo.
Call notice and attendance. Call notice regularly given to the directors of the Company. Attending the meeting were Mr. Marcos Antonio Molina dos Santos - Chairman of the Board, Ms. Marcia Aparecida Pascoal Marçal dos Santos, and Messrs. Sérgio Agapito Lires Rial, Rodrigo Marçal Filho, Alain Emilie Henry Martinet, Antonio Maciel Neto, Marcelo Maia de Azevedo Correa and Carlos Geraldo Langoni. Presiding Officers. Mr. Marcos Antonio Molina dos Santos - Chairman; Mr. Heraldo Geres - Secretary. Order of Business. Decisions on: (I) proposal to implement the 5ª Issuance in a Single Series of Simple, Unsecured, Mandatory Convertible Debentures worth R$2,150,000,000.00 (the "Issue"); (II) calling an Extraordinary Shareholders' Meeting to consider and decide on a) the Debenture Issue; and b) amending the Company Bylaws.
Decisions. Having considered and debated the topics in the order of business, the members of the Board of Directors decided as follows by unanimous vote of the attendees: (I) Pursuant to article 19, item IX, of the Bylaws, to put forward to the General Shareholders' Meeting a proposal to implement the 5th Issuance of Simple, Unsecured, Mandatory Convertible, Single-Series Debentures in total amount of two billion, one hundred and fifty million Brazilian reais (R$2,150,000,000.00), for private placement to investors with no selling efforts, while observing the preemptive rights of existing shareholders. The proceeds of this debenture sale will be used in redeeming 2nd issue debentures. Furthermore, by unanimous vote of the attendees, the Directors resolved to (II) call an Extraordinary General Meeting to consider and decide on: a) the abovementioned 5th Debenture Issue; and b) amending the Bylaws of the Company. The proposal to amend the Bylaws contemplates the following: i) amending the preamble, article 1 and other references in the Bylaws to the company name of Marfrig Alimentos S.A. which is to change to Marfrig Global Foods S.A.; ii) amending article 5 of the Bylaws in order to update the monetary expression of the capital stock and the number of shares in line with decisions leading to increases in capital stock (within the limit of the authorized share capital) approved by the Board of Directors at meetings held in 2012 (December 4, 10, 18 and 21) and early 2013 (February 5), at 5 pm and 6 pm. These capital increases reflect a share issue implemented within the scope of the equity offering conducted by the Company in the second half of 2012, and an issuance related to the conversion of 2nd
Issue of Convertible Debentures implemented in the first half of 2013; iii) amending the management
provisions, so as to: b1) establish that the Company will be represented by two executive officers acting jointly, provided one of them must be the Chief Executive Officer or the Chief Financial and Administrative Officer or the General Counsel, whereas the second joint signatory must be an Executive Officer with no Specific Title, and except that the Investor Relations Officer may represent the Company individually when acting strictly within the scope of his functions in such capacity; b2) eliminating the office of Chief Operating Officer and creating the office of General Counsel; and c) restate the Bylaws. Further details on the proposal are to be indicated in the Management Proposal which will be submitted to the Extraordinary General Meeting. Management has been authorized to take any and all actions necessary or convenient to implement the decisions taken at this time. Closing. There being no further business to transact, these minutes were drawn up, and subsequently read, found to conform, approved and signed by all directors in attendance.
São Paulo, January 6, 2014.
Chairman of the Board Secretary
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