MARFRIG ALIMENTOS S.A. Taxpayer ID (CNPJ/MF) 03.853.896/0001-40 State registration (NIRE) 35.300.341.031

Public company - authorized share capital

MINUTES OF THE MEETING OF THE FISCAL COUNCIL HELD ON JANUARY 6, 2014

FREE TRANSLATION

Date, Time and Place. Meeting held via conference call on January 6, 2014, at 8 a.m., in the registered office of Marfrig Alimentos S.A. ("Company") 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 fiscal council members of the Company. The following effective members of the fiscal council attended the meeting: Messrs. Walfrido Marinho and Roberto Lamb. Presiding officers: Roberto Lamb, Chairman; Heraldo Geres, Secretary.

Agenda: Issue an opinion on the proposed 5th Issuance of simple, non-convertible, unsecured, single-series debentures by the Company, in total issue amount up to two billion, one hundred and fifty million Brazilian reais (R$2,150,000,000.00).

Decisions: The Fiscal Council of the Company, in exercising its responsibilities under article

163, item III, of Law No. 6.404 dated December 15, 1976, as amended ("Brazilian Corporate Law"), and other applicable legal provisions and the Company Bylaws, has reviewed and considered the proposed 5th Issuance of Simple, Unsecured, 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. According to the proposal, the proceeds of this debenture sale will be used in redeeming 2nd issue debentures of the Company. Now, therefore, taking into account the information and clarifications provided by the Company and the approval given on this date by the Board of Directors, the undersigned fiscal council members issue this OPINION that the debenture issuance proposal should be
submitted to the Shareholders' General Meeting.

Fiscal Council Meeting - MARFRIG ALIMENTOS S.A. January 6, 2014 - 5th Debenture Issuance 1/2 Closing: There being no further business to transact, the meeting adjourned and these minutes were drawn up, and subsequently read, found to conform, approved and signed by all fiscal council members.

São Paulo, January 6, 2014.

Presiding Officers:-


Roberto Lamb Heraldo Geres

Chairman Secretary

Effective Fiscal Council Members:-


Walfrido Marinho Roberto Lamb Fiscal Council Meeting - MARFRIG ALIMENTOS S.A. January 6, 2014 - 5th Debenture Issuance 2/2
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