MARFRIG ALIMENTOS S

MARFRIG ALIMENTOS S.A.
Public company – authorized share capital
Taxpayer ID (CNPJ/MF) 03.853.896/0001-40
State registration (NIRE) 35.300.341.031
FREE TRANSLATION
MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS HELD ON JUNE 28, 2011
Date, Time and Place: Meeting of the board of directors of Marfrig Alimentos S.A, with registered office at Avenida
Chedid Jafet 222, Block A, 5th floor, Suite 01, district of Vila Olímpia, Postal Code (CEP) 01451-065, in the City of
São Paulo, State of São Paulo ("Company"), held on June 28, 2011, at 10 a.m., via conference call. Call notice and
attendance: Call notice regularly given to all directors. Attending via conference call were Mr. Marcos Antonio
Molina dos Santos – Chairman of the Board, Messrs. Alain Emilie Henry Martinet, Carlos Geraldo Langoni, David
G. McDonald, Marcelo Maia de Azevedo Correa, Ms. Marcia Aparecida Pascoal Marçal dos Santos and Mr.
Rodrigo Marçal Filho. Justified absence of director Antonio Maciel Neto. Presiding Officers: Marcos Antonio
Molina dos Santos - Chairman; Heraldo Geres - Secretary. Agenda: Decision about a proposal contemplating the
corporate restructuring of certain subsidiaries of Marfrig Alimentos S.A., where McKey Luxembourg Holdings
APMEA S.à.r.l emerges as a wholly-owned subsidiary of McKey Luxembourg S.à.r.l. Decisions: Following
deliberations about the order of business, the members of the board of directors decided by a majority of affirmative
votes for the proposed corporate restructuring process of certain subsidiaries of Marfrig Alimentos S.A., where
McKey Luxembourg Holdings APMEA S.à.r.l., a company duly organized and validly existing under the laws of
Luxembourg, based at 121 Avenue de la Faïencerie, L-1511 Luxembourg, Grand Duché de Luxembourg, will
emerge as a wholly-owned subsidiary of McKey Luxembourg S.à.r.l., a company duly organized and validly existing
under the laws of Luxembourg, based at 121, Avenue de la Faïencerie, L-1511 Luxembourg, Grand Duché de
Luxembourg. This corporate restructuring process entails no change of the ultimate controlling structure as the
referred companies will continue to be totally controlled by Marfrig Alimentos S.A. The executive management
board has been authorized to take any action and practice any acts that may be necessary to implement the
decision taken at this time. Closing: There being no further business to transact, these minutes were drawn up in
the proper register, subsequently read, found to conform, approved and signed by all directors in attendance. São
Paulo, June 28, 2011. Signatures: Presiding Officers: Marcos Antonio Molina dos Santos, Chairman; Heraldo
Geres, Secretary. Directors: Marcos Antonio Molina dos Santos, Alain Emilie Henry Martinet, Carlos Geraldo
Langoni, David G. McDonald, Marcelo Maia de Azevedo Correa, Marcia Aparecida Pascoal Marçal dos Santos and
Rodrigo Marçal Filho.
This is a true copy of the minutes drawn up in the proper register.
__________________________________
Heraldo Geres
Secretary