valuation report – stock warrants – beef1 1 minerva...

Valuation Report – StockWarrants – BEEF1 1

Minerva S.A.

July 26, 2011

www.PwC.com

Free translation of the Portuguese version

PwC

Minerva S.A.Antônio Manço Bernardes, AvenueChácara MinervaBarretos – SP – Brazil – CEP 14781-545

Dear Mr. Fernando Galletti de Queiroz

We present below the report on our services relating to the valuation of the Stock Warrants of Minerva S.A – BEEF11 on the base date ofJuly 25, 2011, which was prepared in accordance with the procedures described in our contract letter dated July 25, 2011.This valuation report is for your use only and was prepared exclusively in order to comply with the procedures described in the contractletter, and may not be presented or distributed to third parties, with the exception of its submission to the Securities and ExchangeCommission of Brazil (“CVM”) for the purposes of the Stock Warrant tender offer, with PricewaterhouseCoopers Contadores PúblicosLtda exempt from any liability due to the misuse of this report.

This report is prepared on the basis of the facts and events brought to our attention as at the date of its issue, and any events subsequentto this date could alter the results presented below.We would like to thank the Management of Minerva S.A. for its support during the period of our work, as well as the opportunity toadvise you on this project.

We are at your disposal for any further clarifications you deem necessary.

Yours sincerely,

PricewaterhouseCoopers Humberto Goes LinarisContadores Públicos Ltda.

PricewaterhouseCoopers Contadores Públicos AvenidaAntônio Diederichsen, 400,22º. Andar, Ribeirão Preto, SP 1 4020-250Phone: (16) 2133 6600, Fax: (16) 2133 6685, www.PwC.com/br

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Content

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1 Executive summary 4

2 Company context 7

3 Characteristics of the Stock Warrants 11

4 Methodology used to value the Stock Warrants 16

5 Results of the valuation of the Stock Warrants 19

6 Information on the appraiser 24

7 Disclaimer 28

Exhibits 31

Executive Summary

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Executive summary

Scope

Minerva S.A. (the “Company”), in view of the tender offer for its Stock Warrants, solicited PricewaterhouseCoopersContadores Públicos Ltda (“PwC”), a company headquartered at Avenida Antônio Diederischsen, n° 400, 22° floor, suite2.204, Jardim América, in the city of Ribeirão Preto, state of São Paulo, inscribed in the roll of corporate taxpayers(“CNPJ/MF”) under number 06.142.225/0004-01, to prepare a valuation report to value of the Stock Warrants as at thebase date of July 25, 2011.

Our work was conducted with the sole purpose of supporting Management in arriving at a value for the acquisition ofthese warrants. The methodologies adopted for this calculation were discussed and agreed with the management ofMinerva S.A.

Our report may be submitted to the CVM for the purpose of the tender offer for the acquisition of the Stock Warrantsand, if required, to the local auditors of Minerva S.A..

Methodology

Our work considered the economic valuation methods widely adopted in the market for pricing warrants and utilized calloption pricing models. This approach included:

• Gathering market data for the shares currently traded on the BM&FBOVESPA S.A. – the Securities, Commoditiesand Futures Exchange – under the stock symbol BEEF3 to establish the current value of the shares and volatility analysis

• Gathering market data on risk free interest rates from market references from BM&FBOVESPA

• Obtaining the number of Stock Warrants with subscription rights existing in the market from the management ofMinerva S.A.

• Presenting the draft and final versions of our report, in Portuguese, which include the main assumptions involvedand the conclusions.

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Executive summary

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Asset value (S) 5.8

Exercise price (X) 5.24

Time to maturity - in years (T) 0.1057

Annual risk-free rate (r) 11.7 0%

Annual volatility (S) 40.48%

Information base

For the purposes of preparing this valuation report, we obtained the following information on the characteristics of theStock Warrants, such as: share conversion factors, number, maturity date, exercise period , type of exercise and price,subscription forms and payment, restatement factors and rights and advantages of exercise. This information wasobtained from the “Notice to the Market” published by Frigorífico Minerva on December 7, 2009.

Market data: the historical values of the Stock Warrants (BEEF11), the stock on the spot market issued by Minerva S.A.under the ticker BEEF3 and their interest rates were obtained from the market data provider, Bloomberg, and from thewebsite of the BM&FBOVESPA.

Valuation models selected and price established

The measurement model selected was the Baroni-Adesi and Whaley model for pricing U.S. options due to the broad useby financial markets of option pricing models for measuring the value attributed to Stock Warrants and to the fact thatthe specific Stock Warrant offers the possibility of exercise at any time from its issue date to its maturity date.

The main components used and their respective values are listed below:

The value obtained from the application of the selected model and its components was point six four five seven Brazilianreal (R$0.6457) per Stock Warrant unit.

Company Scenario

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Company context

Overview

Minerva S.A. is one of the market leaders in the production and sale of fresh, chilled and frozen beef, processed proteinproducts (including processed beef, pork and poultry), live cattle and byproducts (including processed hides andcarcasses), according to data from Brazil's Foreign Trade Secretariat (SECEX) and comparisons with the data of publiclytraded companies. Frigorífico Minerva also sells and distributes a wide range of third-party products, including frozenvegetables, lamb and fish. Its products are aimed at three main segments: clients in the food industry, small and midsizedcompanies in the retail market and other companies engaged in food processing. Frigorífico Minerva’s operations arestrategically located in seven of Brazil’s states and in Paraguay and Uruguay, which mitigates the risk posed by outbreaksof cattle diseases and assures higher flexibility in its export operations. The location of Frigorífico Minerva’s industrialunits is another competitive advantage in relation to foreign competitors, whose personnel expenses and prices of cattleand other raw materials are generally higher.

Frigorífico Minerva divides the sale of its products into:

• Commodities, which includes frozen beef, live cattle and unprocessed leather

• Value-added products, which include chilled beef for export, portioned cuts and various cooked and frozen protein-based products, which are customized in accordance with clients’ specifications, as well as processed leather.

In the three-month period ended March 31, 2011, Minerva’s sales of commodity products accounted for approximately84.2% of its gross sales revenue, while sales of value-added products represented approximately 15.8% of its gross salesrevenue.

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Source: Preliminary prospect – Issue of Convertible Debentures – Frigorífico Minerva datedJuly 20,2011 July 26, 2011

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Company context

Operating Activities

Minerva S.A. current has a daily slaughter capacity of 9,540 head of cattle and processing capacity of 2,040 tons. At theclose of 2011, after the end of all ongoing investment, management expects to reach slaughter capacity of 10,480 head.The company’s processing capacity is 30% higher than its slaughter capacity, guaranteeing a flexible production processand allowing for the processing of cattle and carcasses acquired from third parties. Minerva S.A. understands that thisprocessing flexibility allows it to maximize its profitability given that processing is an activity that adds value to beef.Minerva's average slaughter capacity utilization rate in the 12 month period ended December 31, 2010 was 76.5%. In thefirst quarter of 2011, the slaughter capacity utilization rate was 72.5%.

Since March 2009, MDF (Minerva Dawn Farms Indústria e Comercio de Proteínas S.A., a joint-venture betweenFrigorífico Minerva and the Dawn Farms Group) has operated a processing unit for the production of last-generationprotein in Barretos, São Paulo, with a daily processing capacity of 80 to 120 tons of protein products (varying accordingto the type of product), allowing the company to offer a wider variety of customized high-added-value beef, pork andpoultry products. Among other characteristics, MDF’s food processing plant benefits from modern food processingequipment, high automation, online monitoring of the production process and a laboratory for the development andtesting of new products. According to Minerva’s management, this industrial plant complies with international standardsof sustainability, health and food safety. In 2010, Frigorífico Minerva’s exports amountedR$2,373.7 million versusR$1,874.0 million in 2009, selling its products to almost 2,000 clients in approximately 100 countries. In the three-

month period ended March 31, 2011 and 2010, exports amounted to R$515.2 million and R$535.6 million, respectively.

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Fonte: Prospecto Preliminar – Emissão de Debêntures Conversíveis – Frigorífico Minerva dodia 20/07/2011 July 26, 2011

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Company context

Client Diversification

Frigorífico Minerva’s distribution channels in the domestic and international markets were efficiently structured to meetthe demands of these markets, to maintain a diversified client base and to export products to more profitable markets:

• Export market. The exports of Frigorífico Minerva are distributed to approximately 2,000 clients in almost 100countries, including countries in Europe, the Middle East, Africa and Asia. To further consolidate its share of importantinternational markets and to better serve its clients, Frigorífico Minerva maintains sales offices in Algeria, Chile,Lebanon, Russia and Saudi Arabia. Minerva is also opening a sales office in China. Furthermore, in order to maintain aclose relationship with the final consumer, its sales in developed countries are made primarily through three channels: (1)processed food producers; (2) food and ingredient producers, such as catering services and fast-food, restaurant andhotel chains; and (3) small and midsized retailers and large retail chains. In emerging markets, Minerva segments itscoverage based on geographical region and ethnicity. Minerva was also a pioneer in exports of: (1) products to theRussian retail market, which is currently the largest export market for Brazil’s beef products, according to the BrazilianAssociation of Meat Exporters (ABIEC); (2) live cattle to the Middle East and South America; and (3) kosher and halalbeef products to various markets.

• Domestic Market. Minerva’s domestic sales are directed to companies in the food and ingredients industry,wholesalers and supermarkets directly through its meatpacking and processing units, as well as to approximately 22,000small and midsized retailers located in almost 1,200 Brazilian cities.

10Source: Preliminary prospect – Issue of Convertible Debentures – Frigorífico Minerva July 26, 2011

Characteristics of the StockWarrants

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Characteristics of the Stock Warrants

Stock Warrant

The Company's Stock Warrants were issued and granted as an additional advantage to the subscribers of each new share inits rights offering, as approved by the Board of Directors Meeting held on August 31, 2009.

Number of shares

Each Stock Warrant entitles its holder to subscribe to one common share ("Number of Shares"), which trade on theBM&FBOVESPA under the stock symbol BEEF3.

Maturity

The Stock Warrant is valid from its issue date until September 1, 2011 (“Stock Warrant Maturity Date”).

Exercise Period and Form

The Stock Warrant may be exercised at any time up to the Stock Warrant Maturity Date, at the sole discretion of its holder,except on days on which Meetings of the Company's Shareholders are held, and holders must express their intent byrequesting their exercise in writing from the Company. For all legal purposes, the exercise date will be the date on which theCompany effectively receives the exercise order.

12Source: “Notice to the Market” announced by Frigorífico Minerva on December 7, 2009 July 26, 2011

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Exercise Price

The exercise price of each Stock Warrant, which corresponds to the issue price per share, is R$5.30 ("Exercise Price").

In the event of the distribution of dividends, interest on equity or other cash payments, the Exercise Price will be adjusted onthe day on which the stock begins trading Ex-Rights on the spot market, deducting the amount of the payment in cash net ofthe Exercise Price, with the settlement based on Ex-Rights securities. JUR_SP 10081866v5 4555.280958

In the event of a subscription or any other preemptive right, the Exercise Price will be adjusted on the day on which the stockbegins trading Ex-Rights on the spot market, deducting the amount of the right, which will be calculated based on the lastprice prior to the Ex-Rights date, with settlement based on Ex-Rights securities.

In the event of a stock grouping, split or bonus or any payment in new shares, the settlement will be based on Ex-Rightssecurities, adjusting the Number of Shares and the Exercise Price proportionally to the percentage of the reverse grouping,split, bonus or any other payment in new shares, on the date on which the exercise is requested. If the corporate event allowsfor the conversion of the Exercise Price and Number of Shares in whole multiples of the standard lot, the adjustment will bemade on the day on which the stock begins trading Ex-Rights on the spot market.

13July 26, 2011Source: “Notice to the Market” announced by Frigorífico Minerva on December 7, 2009

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Subscription and Settlement

The subscription of shares resulting from the exercise of each Stock Warrant will be effected upon the exercise of the stockrights and the payment of the shares effectively subscribed will be made at sight in local currency upon subscription.

Periodic Updating of Number of Shares:

On a quarterly basis and for as long as there are outstanding Stock Warrants, a meeting of the Board of Directors orExtraordinary Shareholders’ Meeting will be held to alter the Bylaws to reflect the new amount of capital if any rightsconferred by the Stock Warrants were exercised during the period.

Rights and Advantages Arising from Exercise

The common shares issued by the Company resulting from the exercise of the rights conferred by the Stock Warrants, withinthe limits of the Company's authorized capital, will be entitled to receive in full any dividends or remuneration of capital thatcome to be declared by the Company as of the Exercise Date of the Stock Warrant, as well as any other rights and benefitsenjoyed by the other holders of the common shares issued by the Company henceforth, at conditions equal to those enjoyedby the holders of other shares issued by the Company.

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Source: “Notice to the Market” announced by Frigorífico Minerva on December 7, 2009

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Trading

The Stock Warrants were admitted for trading on the BM&FBOVESPA on December 9, 2009 under the stock symbol BEEF11.

Procedures for Exercising the Stock Warrants

The holders of Stock Warrants held in deposit at the BM&FBOVESPA who wish to exercise them must request thewithdrawal of the respective Stock Warrants from their Custody Agents. They should then formalize the exercise directlywith the Company, in writing, accompanied by proof of transfer of the funds related to the payment of the shares subscribed.The request filed with the company must include the full identification of the requesting investor, the number of StockWarrants exercised, as well as the signature of the investor or their legal representatives duly notarized (JUR_SP10081866v5 4555.280958.280958). For more information, please contact the Company’s Investor Relations department.

Total Stock Warrants

When issued, the Stock Warrants to be traded totaled 30,000,000 units or 40% of the existing shares, which amounted to75,000,000 (information obtained from the document sent by Frigorífico Minerva entitled Shareholders’ Manual –RightsOffering Proposal [Cartilha ao Acionista – Proposta de Aumento de Capital]).

Number of Outstanding Stock Warrants

According to the document sent by Frigorífico Minerva, Controle Bônus Convertidos, the number of outstanding StockWarrants is 29,212,283.

15July 26, 2011Source: “Notice to the Market” announced by Frigorífico Minerva on December 7, 2009


Methodology used to value theStock Warrants

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Methodology used to value the Stock Warrants

Model

In view of the broad use by financial markets of option pricing models for measuring the value attributed to StockWarrants traded in the market and to the fact that the specific Stock Warrant offers the possibility of being exercised atany time from its issue date to its maturity date, we opted for the model used for measuring U.S. options. Consequently,we used the Barone-Adesi and Whaley model based on a standardized calculation (American Approximation).

Asset value (S): refers to the spot price of the stock issued by Minerva (BOVESPA BEEF3) involved in the operationas at the base date of July 25, 2011.

The value of R$5.80 for the stock BEEF3 was obtained as at the base date of July 25, 2011 on the Bloomberg informationsystem.

Exercise Price (X): refers to the value agreed for the exercise of the Stock Warrants.

The Strike price in the document Shareholders’ Manual – Rights Offering Proposal [Cartilha ao Acionista – Proposta deAumento de Capital] obtained from Minerva describes a strike price of R$5.30, which was subsequently adjusted toR$5.24 per share in view of the dividends distributed by the Company in 2011.

Time to maturity (T): refers to the remaining period for the operation.

The number of days remaining between the maturity date of the operation to the base date on an annual basis (operationmaturity – base date)/360, representing a total of 38 calendar days to the maturity date.

Risk-free rate (r): refers to the DI interbank overnight rate expected by the market as at the maturity date of theoperation.

We obtained the vertices disclosed by BM&FBOVESPA for the DI futures as at the date base of July 25, 2011 directly fromthe website of BM&FBOVESPA. The value obtained for the exercise period was 12.41% (base 252 business days). For thepurposes of pricing, we converted the discrete rate into a continuous rate, obtaining a rate of 11.70%.

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Methodology used to value the Stock Warrants

Model (Cont.)

Volatility/Volatilities: Historical volatility rates calculated by the Exponentially Weighted Moving Average(“EWMA”).

We obtained the historical series for the price of the stock BEEF3 for the one-month period, corresponding to the periodduring which the maturity of the Stock Warrant conversion will occur. For this period, we calculated the volatility usingEWMA methodology, by applying an exponential decay factor of 94%. The annual volatility rate obtained was 40.48%.

Results of the valuation of theStock Warrants

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Results of the valuation of the Stock Warrants

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Results of the measurement of the Stock Warrants using the Barone-Adesi and Whaleymodel:

Value obtained for one Stock Warrant unit:

Point six four five seven Brazilian Reals (R$0.6457).

Number of Outstanding Stock Warrants:

29,212,283 Stock Warrants.

Total value of the outstanding Stock Warrants as at the date base July 25, 2011, obtainedfrom the unit measurement of the Stock Warrants and the number outstanding:

R$18,862,371.13

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Asset value (S) 5.80

Exercise price (X) 5.24

Time to maturity (T) 0.1057

Risk-free rate (r) 11.70%

Volatility value (s) 40.48%

Value 0.6457

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Comments on the application of the valuation criteria established by CVM Instruction361 of March 5, 2002

This report was prepared in accordance with the principles of the information in CVM Instruction 361, which deals withStock Tender Offers, and in this context we adjusted the information to the characteristics of the asset that is the object ofthe valuation, as described below:

“a1. The average weighted price of the company’s stock on the stock exchange or on the organized over-the-countermarket in the last twelve (12) months, if applicable, detailing the prices by type and class of share”

The average price weighted by the volume of the transaction operations in the last 12 months observed for BEEF11 (StockWarrant) was R$1.6454. For the 90-day period prior to the date of this valuation report, the average price weighted bytransaction volume was R$0.8374.

“a.2 The average weighted price of the company's stock on the stock exchange or on the organized over-the-countermarket from the date of the publication of the material fact up to the date of the valuation report.

The average price weighted by the volume of transaction operations from the date of the publication of the material factuntil the date of the valuation report was R$0.5622.

Comments: Even if this information is available for calculation, it does not correspond to the fair value of the asset,since it involves the right to acquire a fixed asset that changes based on the price of the underlying asset (the stock), thevolatility of the asset and the time to maturity. Therefore, the average weighted price of the Stock Warrant does notreflect the evolution of the price over time or as at the date of this report, with this information presented only for legalpurposes.

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Comments on the application of the valuation criteria established by CVM Instruction361 of March 5, 2002

“b. The book value per share of the company calculated in the last quarterly or annual information submitted to theCVM;

c. The economic value per share of the company, calculated using a discounted cash flow or multiples method,depending on the understanding of which is more suitable for the case of the company, in order to value it correctly”

Comments: The asset that is the object of the valuation report (Stock Warrant) has no immediate correlation to thebook value per share and the economic value of the company, and thus requires translation into a fair value for the asset,taking into account certain factors for this purpose, in particular the volatility and time to maturity (expiration of rights).To determine the value of the Stock Warrant, a consideration of the volatility of the value per share based on the criteriaof book value and economic value does not allow for translation into the fair value of the warrant, causing thepresentation of these values to have no relevance to the object in question.

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Sensitivity analysis

Considering the intention of Minerva’s management that the tender offer for the acquisition of Stock Warrants will beheld on August 31, 2011, and given that market conditions may diverge from those currently used to prepare this report,we performed sensitivity analyses that considered the expected variation in the price of this warrant due to changes in thevalue of the stock issued by Minerva S.A. (BEEF3). Maintaining all other variables constant: exercise price, risk-free rateand volatility, we obtained the following results for the price of the Stock Warrant:

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In Brazilian Reals on Aug. 31, 2011

Stock price 4.80 5.05 5.30 5.55 5.80 6.05 6.30

Warrant price 0.0000 0.0044 0.0089 0.3105 0.5600 0.8100 1.0600

Information on the appraiser

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Profile and activities ofPricewaterhouseCoopers

PwC is a global network of companies that are completelyseparate and independent and which has a presence in 154countries. More than 161,000 professionals worldwide work in anintegrated manner to ensure quality and excellence in theservices rendered. The clients of the firms that form this networkare some of the most important organizations in the world, withactivities in a wide variety of industries.

PwC provides audit services, tax and advisory services andbusiness consulting services, with a focus on specific economicsegments.

We amass our knowledge, experience and solutions to createvalue for our clients and stakeholders, while offering therecognized credibility of our brand.

In Brazil, since the opening of the first PricewaterhouseCooperscompany in 1915, in Rio de Janeiro, we have been the leader inour various business segments.

More than 2,500 highly qualified professionals offer auditservices, tax and advisory services and business consultingservices through the structure of the PricewaterhouseCooperscompanies.

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Experience

PwC has performed many economic valuations for bothpublicly and privately held companies operating in variousindustries. The following table presents a few of thesecases:

Company Date Capital

Novas Casas Bahia October 2010 Publicly held

Weg September 2009 Publicly held

Trafo EquipamentosElétricos

September 2009 Publicly held

Gerdau June 2009 Publicly held

Aços Vilares July 2009 Publicly held

Melpaper April 2009 Publicly held

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Team responsible for the report

Humberto G. Linaris

Mr. Linaris is a partner from Finance & Accounting with morethan 17 years’ experience in consulting and business strategies,cost management, finance transformation, corporateperformance management, market risk management andvaluation of assets and financial derivatives.

Mr. Linaris holds a bachelor’s degree in Accounting from theUniversity of São Paulo.

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Paulo L. Mantovani

Mr. Mantovani is a senior manager in the Finance andAccounting area with more than 16 years’ experience inauditing, financial risk consulting and the valuation ofassets and financial derivatives. In the last few years, hehas worked on evaluating and implementing riskmanagement controls, evaluating valuation methodologiesfor financial instruments and evaluating the use of hedgeaccounting in accordance with IAS 39 and CPC 38.

Mr. Mantovani holds a bachelor’s degree in BusinessAdministration from the Getúlio Vargas Foundation and apost graduate degree in Corporate Finance from FundaçãoInstituto de Administração.

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Internal approvals process

The internal approvals process for this Valuation Report includes a review of the methodology and calculations by the leadersof the teams involved in this task, including the person responsible for the evaluation. The methodology, assumptions andmodels used are revised by a senior manager responsible for the technical quality in the relevant field, and are then evaluatedon quality aspects by a partner responsible for the report and by specialized partners in specific consultations on the subject.

Independence and conflict of interest

PwC declares that none of its partners or the professionals taking part in these evaluations has any financial interest in thecompany that is the object of this work.

We declare that there is no conflict of interest that would jeopardize the independence required for PwC to perform itsfunctions in the context of this work.

PwC has not provided Minerva S.A. with any other services such as advisory, valuation, audit and other related services in thelast twelve months. The value of the fees agreed upon for preparing this valuation report was R$50,000.00 to be paid overthe course of its preparation.

PwC declares it has not been subject to any influence from the Company’s management during its work that could jeopardizeour independence or the results presented in this report.

The internal approvals process for this Valuation Report includes a review of the methodology and calculations by the leadersof the teams involved in this task, including the person responsible for the evaluation.

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Disclaimer

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Disclaimer

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We wish to clarify that valuation is not an exact science, and itsconclusions are necessarily subjective and depend on individualopinion. Our valuation is only one of several factors to be consideredto determine the acquisition value of the warrants, which isdeterminable basically through free negotiations between theinterested parties in a free and open market, where neither of theparties has special reasons to buy or sell, and both have goodknowledge of the relevant facts.

When executing our work, we used historical, audited and unauditedinformation and data provided in writing or verbally by Management,or obtained from the sources mentioned. The acquisition prices of theStock Warrants were not analyzed or even discussed by independenttechnical experts and, therefore, they are based solely on the resultsobtained by applying the model used to calculate the value of stockoptions. Furthermore, since any forecast is subjective, depends onindividual judgment and is subject to uncertainties, we do not presentour estimates as specific results to be achieved. Therefore, we are notable to express and we do not express an opinion on historical data,forecasts and other information contained in our report.

Our work on the economic and financial evaluation did not considerany manner of contingency, incompleteness or active or passivesupervenience that we were not formally disclosed or were notreflected in the balance sheet positions as at the base date, which wereprovided by Management. Consequently, our conclusions did notconsider their effect, if any, on future results and the appraised valueof the Company and the business segments that may reflect changesin the value for the acquisition of the Stock Warrants.

Our work was developed for the purposes already described in theScope and Methodology section. Therefore, (i) our work (includinganalysis, results, conclusions, reports and other information) shouldnot be used for purposes other than the aforementioned, and (ii) ourreports should not be published, circulated, reproduced or disclosedto third parties without our prior approval in writing in each case,which may or may not be granted, or may be granted subject tocertain conditions. If we grant a third party permission to access ourreport, this access will be subject to (i) this third party signing adocument releasing PwC from any liability regarding its work andreport (the terms of this document to be exclusively determined byPwC), and (ii) the final report is presented in full. Access to our reportby the auditors or Brazilian tax authorities is authorized in advance inorder to meet the objectives described above, provided you inform usof this fact in advance.

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Disclaimer

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This report shall not be disclosed or made available to the public (inwhole or in part), on the internet or through publicity and mediavehicles, or disclosed to investors or public relations personnel, orthrough any other means of communication, or referred to anypublication or any public or private offering, including (but not limitedto) documents filed with the CVM or other regulatory agency orgovernment body, without our prior consent, in writing, which may ormay not be granted.

Any reports in draft form or presentations of our preliminary work areissued only to be discussed between the Management and PwC. Itshould only be used for this purpose and should not be considered asfinal documents as their content may change significantly. The validconclusions of our work are expressed only in our final and signedreport.

In the event that, at any time, we become aware of facts or informationthat have not been provided before issuing the final version of ourreport, we reserve the right to review our calculations, results andconclusions. We have no responsibility to update our report in view ofevents or circumstances occurring after the date of issue.

We will not assume any liability for losses suffered by Minerva S.A.,its subsidiaries, shareholders, directors or other parties, due to ouruse of data and information provided by the Management or obtainedfrom other sources as well as from the publication, disclosure,reproduction or use of our report in a manner inconsistent with or notin compliance with the provisions of the preceding paragraphs.

In no event will PwC, its partners, officers and employees be liable forindemnifying any party directly or indirectly affected by the servicesrendered, except in the event that any damage was caused byfraudulent or unethical conduct by PwC and directly related to theservices provided. Under no circumstances will PwC be liable foramounts paid in excess of the fees agreed of R$50,000.00 andactually received during our work.

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Exhibits

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Glossary

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Term Definition

American Approximation

Option calculator using an approximation methodology for

pricing U.S. options

BEEF11

SymboloftheStockWarrantsofthestock of Minerva S.A on

the stock exchange.

BEEF3 Symbol of the stock of Minerva S.A. on the stock exchange

Bloomberg Provider of market information

BM&FBOVESPA

BM&FBOVESPA S.A. - Securities, Commodities and Futures

Exchange

Commodities

Goods, term used for primary goods traded in commercial

transactions on commodity and mercantile exchanges

CVM Securities and Exchange Commission of Brazil

DI DI overnight interbank deposit rate

EWMA Exponentially Weighted Moving Average

Ex-Rights Value of the stock prior to the distribution of dividends

Spot Spot market

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Stock Warrant Historical Price (BEEF11)

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Date Quantity Warrant Price Date Quantity Warrant Price Date Quantity Warrant Price

7/25/2011 75,720 0.71 6/14/2011 1,000 0.64 5/4/2011 100 1.64

7/22/2011 35,700 0.64 6/13/2011 - 0.66 5/3/2011 - 1.8

7/21/2011 200 0.5 6/10/2011 14,000 0.66 5/2/2011 - 1.8

7/20/2011 40 0.47 6/9/2011 1,200 0.66 4/29/2011 - 1.8

7/19/2011 12,600 0.58 6/8/2011 - 0.71 4/28/2011 63 1.8

7/18/2011 32,753 0.52 6/7/2011 11,038 0.71 4/27/2011 100 1.8

7/15/2011 48,007 0.45 6/6/2011 2,000 0.68 4/26/2011 - 1.95

7/14/2011 10,000 0.36 6/3/2011 6,400 0.59 4/25/2011 1,607 1.95

7/13/2011 29,400 0.4 6/2/2011 2,141 0.62 4/22/2011 - 1.88

7/12/2011 3,000 0.35 6/1/2011 200 0.82 4/21/2011 - 1.88

7/11/2011 15,200 0.35 5/31/2011 8,000 0.73 4/20/2011 15,000 1.88

7/8/2011 46,008 0.41 5/30/2011 700 0.74 4/19/2011 100 1.79

7/7/2011 21,000 0.41 5/27/2011 100 0.75 4/18/2011 4,607 1.8

7/6/2011 27,700 0.4 5/26/2011 18,260 0.61 4/15/2011 48,400 1.88

7/5/2011 - 0.4 5/25/2011 2,020 0.72 4/14/2011 3,300 1.88

7/4/2011 23,100 0.4 5/24/2011 1,400 0.87 4/13/2011 152,100 1.87

7/1/2011 9,239 0.4 5/23/2011 - 1.03 4/12/2011 166,840 1.83

6/30/2011 5,100 0.39 5/20/2011 - 1.03 4/11/2011 222,800 1.88

6/29/2011 300 0.41 5/19/2011 510 1.03 4/8/2011 17,000 1.85

6/28/2011 7,500 0.41 5/18/2011 6,100 1.16 4/7/2011 193,200 1.84

6/27/2011 13,900 0.39 5/17/2011 3,400 1.31 4/6/2011 30,106 1.74

6/24/2011 2,900 0.33 5/16/2011 19,700 1.31 4/5/2011 103,444 1.7

6/23/2011 - 0.41 5/13/2011 9600 1.43 4/4/2011 4,500 1.54

6/22/2011 1,000 0.41 5/12/2011 11,100 1.46 4/1/2011 146,153 1.54

6/21/2011 31,200 0.4 5/11/2011 42,400 1.63 3/31/2011 5,713 1.48

6/20/2011 14,200 0.47 5/10/2011 - 1.69 3/30/2011 50,100 1.41

6/17/2011 6,300 0.48 5/9/2011 - 1.69 3/29/2011 35,000 1.49

6/16/2011 400 0.61 5/6/2011 - 1.69 3/28/2011 12,600 1.5

6/15/2011 2,500 0.6 5/5/2011 125,600 1.69 3/25/2011 1,500 1.49

PwC 34July 26, 2011

Stock Warrant Historical Price (BEEF11)Date Quantity Warrant Price Date Quantity Warrant Price Date Quantity Warrant Price

3/24/2011 53,000 1.37 2/14/2011 - 1.65 1/5/2011 31,400 1.7

3/23/2011 6,000 1.45 2/11/2011 955,412 1.65 1/4/2011 1,500 1.65

3/22/2011 60,568 1.45 2/10/2011 4,800 1.58 1/3/2011 - 1.77

3/21/2011 15,630 1.51 2/9/2011 8,745 1.5 12/31/2010 - 1.77

3/18/2011 6,800 1.42 2/8/2011 5,000 1.6 12/30/2010 - 1.77

3/17/2011 1,000 1.58 2/7/2011 - 1.6 12/29/2010 3,300 1.77

3/16/2011 2,184 1.54 2/4/2011 9,880 1.6 12/28/2010 5,000 1.77

3/15/2011 3,200 1.61 2/3/2011 2,500 1.6 12/27/2010 2,000 1.6

3/14/2011 1,075 1.57 2/2/2011 5,180 1.65 12/24/2010 - 1.64

3/11/2011 101,300 1.61 2/1/2011 200 1.93 12/23/2010 55,700 1.64

3/10/2011 5,600 1.45 1/31/2011 731,600 1.79 12/22/2010 87 1.8

3/9/2011 10,100 1.37 1/28/2011 400 1.77 12/21/2010 7,200 1.6

3/8/2011 - 1.37 1/27/2011 32,400 1.81 12/20/2010 100,100 1.5

3/7/2011 - 1.37 1/26/2011 14,400 1.95 12/17/2010 - 1.62

3/4/2011 6,200 1.37 1/25/2011 - 1.99 12/16/2010 1,000 1.62

3/3/2011 290,830 1.45 1/24/2011 88,100 1.99 12/15/2010 - 1.41

3/2/2011 114,500 1.43 1/21/2011 516,100 1.85 12/14/2010 - 1.41

3/1/2011 700 1.44 1/20/2011 152,300 1.8 12/13/2010 - 1.41

2/28/2011 500 1.57 1/19/2011 20,240 1.82 12/10/2010 - 1.41

2/25/2011 2,400 1.42 1/18/2011 - 1.7 12/9/2010 - 1.41

2/24/2011 8,300 1.5 1/17/2011 1,000 1.7 12/8/2010 60 1.41

2/23/2011 - 1.73 1/14/2011 5,500 1.67 12/7/2010 - 1.69

2/22/2011 738 1.73 1/13/2011 7580 1.75 12/6/2010 300 1.69

2/21/2011 600 1.75 1/12/2011 196,400 1.9 12/3/2010 200 1.69

2/18/2011 1,613 1.79 1/11/2011 11,500 1.8 12/2/2010 1,000 1.61

2/17/2011 3,100 1.68 1/10/2011 - 1.65 12/1/2010 2,900 1.71

2/16/2011 1,000 1.67 1/7/2011 - 1.65 11/30/2010 13,700 1.7

2/15/2011 994,413 1.6 1/6/2011 8,400 1.65 11/29/2010 42 1.26

PwC 35July 26, 2011


Date Quantity Warrant Price Date Quantity Warrant Price Date Quantity Warrant Price

11/26/2010 15,500 1.71 10/19/2010 - 1.63 9/9/2010 - 1.95

11/25/2010 400 1.51 10/18/2010 22,180 1.63 9/8/2010 14,400 1.95

11/24/2010 - 1.88 10/15/2010 8,160 1.65 9/7/2010 - 1.9

11/23/2010 - 1.88 10/14/2010 7,000 1.65 9/6/2010 - 1.9

11/22/2010 2,000 1.88 10/13/2010 4,180 1.67 9/3/2010 6,200 1.9

11/19/2010 693,525 1.8 10/12/2010 - 1.74 9/2/2010 30,300 1.93

11/18/2010 217 1.6 10/11/2010 8,000 1.74 9/1/2010 3,000 1.95

11/17/2010 - 1.45 10/8/2010 21,300 1.75 8/31/2010 5,240 2

11/16/2010 - 1.45 10/7/2010 10,140 1.72 8/30/2010 8,000 2

11/15/2010 - 1.45 10/6/2010 16,168 1.75 8/27/2010 36,300 2.01

11/12/2010 203 1.45 10/5/2010 9,200 1.8 8/26/2010 20,900 1.95

11/11/2010 - 1.5 10/4/2010 4,120 1.82 8/25/2010 5,000 1.96

11/10/2010 19 1.5 10/1/2010 400 1.9 8/24/2010 17,126 2.07

11/9/2010 871 1.62 9/30/2010 18,900 1.93 8/23/2010 200 2.07

11/8/2010 - 1.6 9/29/2010 36,801 1.85 8/20/2010 2,966 2.15

11/5/2010 3,500 1.6 9/28/2010 2,900 1.82 8/19/2010 10,033 2.2

11/4/2010 22,201 1.5 9/27/2010 5,700 1.83 8/18/2010 - 1.88

11/3/2010 - 1.79 9/24/2010 1,700 1.85 8/17/2010 20 1.88

11/2/2010 - 1.79 9/23/2010 7,700 1.85 8/16/2010 100 2.21

11/1/2010 21 1.79 9/22/2010 1,203 1.87 8/13/2010 82 2

10/29/2010 100 1.5 9/21/2010 1,200 1.89 8/12/2010 5,640 2.4

10/28/2010 3,900 1.56 9/20/2010 16,190 1.88 8/11/2010 3,201 2.16

10/27/2010 17,980 1.71 9/17/2010 574 2 8/10/2010 - 2.26

10/26/2010 4,900 1.45 9/16/2010 2,000 1.95 8/9/2010 124 2.26

10/25/2010 2,343 1.49 9/15/2010 6,140 2 8/6/2010 3,010 2.45

10/22/2010 2,300 1.6 9/14/2010 21,000 1.85 8/5/2010 14,990 2.25

10/21/2010 41 1.51 9/13/2010 3,013 1.9 8/4/2010 796 2.15

10/20/2010 7,680 1.6 9/10/2010 11140 1.87 8/3/2010 1,800 2.19

PwC


36July 26, 2011

Date Quantity Warrant Price

8/2/2010 32,279 2.19

7/30/2010 3,000 2

7/29/2010 6,900 1.86

7/28/2010 5,800 1.86

7/27/2010 11,338 1.95

7/26/2010 44,252 1.94

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© 2011 PricewaterhouseCoopers. All rights reserved. In this document, “PwC” refers to PricewaterhouseCoopers Contadores Públicos Ltda, acompany member of the PricewaterhouseCoopers International Limited (“PwCIL”) network or, as the context requires, individual memberfirms of the PwC network. Each member firm is a separate legal entity and does not act as agent of PwCIL or any other member firm. PwCILdoes not provide any services to clients. PwCIL is not responsible or liable for the acts or omissions of any of its member firms nor can itcontrol the exercise of their professional judgment or bind them in any way. No member firm is responsible or liable for the acts or omissionsof any other member firm nor can it control the exercise of another member firm’s professional judgment or bind another member firm orPwCIL in any way.

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