Marfrig Global Foods : Notice to Debentureholders - Interest Payment and Debentures Conversion

MARFRIG GLOBAL FOODS S.A.

Publicly Held Company

Corporate Taxpayer ID (CNPJ/MF): 03.853.896/0001-40 (BM&FBovespa: MRFG3)

NOTICE TO DEBENTUREHOLDERS

Payment of Interest and Conversion of Debentures

São Paulo, January 26, 2017 - Marfrig Global Foods S.A. ("Marfrig" or "Company"), inscribed in the corporate taxpayers register (CNPJ/MF) under number 03.853.896/0001- 40, in continuation of the notice published on January 20, 2017, announces the payment of interest to debentureholders of the 5th issue of convertible debentures (ISIN: BRMRFGDBO019), in accordance with Clause III.12.1 of the Indenture of the 5th Issue of Convertible Debentures of the Company ("Indenture"), in the total amount of R$ 326,678,856.49, resulting in R$ 1,519.754630 for each of the 214,955 debentures issued.

Interest will be paid on through the respective transfer agents, in the case of debentures held in custody at the BM&FBOVESPA, or according to the procedures adopted by the depositary institution to Itaú Corretora de Valores Mobiliários S.A. in the case of debentures not held in custody at the stock exchange.

As announced on January 20, 2017, and in accordance with clause III.15.3 of the Indenture, debentures will be converted into shares on the first business day following the maturity date, that is, January 26, 2017.

In accordance with clause III.15.1, each of the debentures of the 5th Issue is converted into 465.1162791 common shares issued by the Company, obtained by dividing the unit face value by the conversion price. Considering this ratio, the total of 214,955 debentures will be converted into 99,979,068 common shares of the Company. Marfrig clarifies that the newly issued shares will have the same characteristics and conditions and be entitled to all the rights and benefits attributed by the Bylaws, now and in the future, to the common shares

issued by the Company, including full rights to any distribution of dividends and/or interest on equity capital that may be announced by the Company.

In accordance with clause III.15.4, the shares will be deposited at the depositary institution for delivery to debentureholders in up to six (6) business days from the date of conversion. Also within this period, that is, February 3, 2017, the respective amount corresponding to share fractions resulting from the conversion of Debentures, calculated in accordance with the Indenture, will be credited to Debentureholders, in legal tender. The price per share to be considered for payment of share fractions is twenty one reais and fifty cents (R$ 21.50).

Since this is a conversion of debentures issued based on authorization given by shareholders at the shareholders meeting held on January 22, 2014, there are no preemptive rights for Shareholders of the Company at this moment, pursuant to article 171, paragraph 3 of Federal Law 6,404 of December 15, 1976.

José Eduardo de Oliveira Miron

Chief Financial and Investor Relations Officer

Marfrig Global Foods S.A.