MARFRIG GLOBAL FOODS S.A. 
By Public company
Taxpayer ID (CNPJ/MF) 03.853.896/0001-40 State registration (NIRE) 35.300.341.031FREE TRANSLATION
MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS HELD ON JANUARY 16, 2013Date, Time and Place: Meeting held via conference call on January 16, 2013, at 03:30 p.m., in the registered office of Marfrig Alimentos S.A ("Company") located at Avenida Chedid Jafet 222, Bloco A, 5o andar, Sala 01, Vila Olímpia, Postal Code (CEP) 04551-065, in the City of São Paulo, State of São Paulo.
Call notice and attendance: Call notice was regularly given to all directors of the Company. Attending were Mr. Marcos Antonio Molina dos Santos - Chairman of the Board, Ms. Marcia Aparecida Pascoal Marçal dos Santos and Messrs. Rodrigo Marçal Filho, Alain Emilie Henry Martinet, Antonio Maciel Neto, Marcelo Maia de Azevedo Correa, Carlos Geraldo Langoni and David G. McDonald. Presiding Officers: Marcos Antonio Molina dos Santos - Chairman; Heraldo Geres - Secretary. Agenda: (I) Decide on a cross border debt offering and related issuance by the subsidiary Marfrig Holdings (Europe) B.V., of senior notes worth of six hundred million United States dollars US$600,000,000.00; and (II) granting of guarantee by the Company, acting in the capacity of controlling shareholder, pursuant to the terms of said issuance. Decisions: Following a review and considerations about the agenda, the members of the board of directors decided as follows, by unanimous affirmative vote cast by the attending directors: (I) to authorize the subsidiary Marfrig Holdings (Europe) B.V. to proceed with the issuance and cross border offering to qualified foreign buyers, of 4.5-year senior notes maturing in July 2017, in the aggregate value of six hundred million United States dollars US$600,000,000.00. In addition, in January and July of each year, starting from July 2013,the Senior Notes shall pay semi-annual coupons, with interest rates accruing at the rate of
Meeting of the Board of Directors of MARFRIG ALIMENTOS S/A 01/16/2013 - Issuance of Senior Notes9,875% on a 360-day count basis. The purpose of the issue is to extend the Company's debt maturity profile as well as for general corporate purposes. The following banks have been hired for the transaction: Merrill Lynch, Pierce, Fenner & Smith Incorporated, BB Securities Ltd, Banco Bradesco BBI S.A. and Banco Itaú BBA International, S.A. - London Branch. The board of directors delegated the Executive Management powers to set other terms and conditions related to the issue; and (II) to authorize the Company to grant guarantee on an irrevocable, unconditional and complete basis to honor the payment of all obligations related to said Issue. The Executive Management is further authorized to take all steps necessary or convenient to implement the decisions taken at this meeting.
Closing: There being no further business to transact, these minutes were drawn up, subsequently read, found to conform, approved and signed by all directors in attendance. São Paulo, January 16, 2013. Signatures: Presiding Officers: Marcos Antonio Molina dos Santos, Chairman; Heraldo Geres, Secretary. Directors: Marcos Antonio Molina dos Santos - Chairman of the Board of Directors; Marcia Aparecida Pascoal Marçal dos Santos, Rodrigo Marçal Filho, Alain Emilie Henry Martinet, Antonio Maciel Neto, Marcelo Maia de Azevedo Correa, Carlos Geraldo Langoni and David G. McDonald.
I certify this is a true copy of the minutes drawn up in the proper register.
São Paulo, January 16, 2013.
Secretary
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