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4Q14 and 2014 EARNINGS RELEASE Eusébio (CE), February 27, 2015 – M. Dias Branco S. A. Indústria e Comércio de Alimentos (Bovespa: MDIA3), leader in Brazil's cookies, crackers and pasta markets, announces today its results for the fourth quarter of 2014 (4Q14) and fiscal year 2014. The consolidated financial statements were prepared in accordance with the International Financial Reporting Standards (IFRS) and the accounting practices adopted in Brazil (BR GAAP).

Net revenue reached R$1,166.2 million in 4Q14 (3.3% up on 4Q13) and R$4,579.9 million in 2014 (6.2% up on 2013)

Sales volume totaled 436,200 tonnes in 4Q14 (4.3% up on 4Q13) and 1,715,600 tonnes in 2014 (1.3% up on 2013)

Cookies and crackers sales volume totaled 133,500 tonnes in 4Q14 (1.2% up on 4Q13)

Pasta sales volume came to 93,700 tonnes in 4Q14 (2.9% up on 4Q13) and 359,800 tonnes in 2014 (1.4% up in relation to 2013)

2014 market share of 28.1% for cookies and crackers (0.1 p.p. up on 2013) and 28.9% for pasta (0.9 p.p. up on 2013), according to AC Nielsen

Net income totaled R$172.0 million in 4Q14 (30.5% up on 4Q13 and 16.0% up on 3Q14) and R$599.3 million in 2014 (14.3% up in relation to 2013)

Ebitda stood at R$186.9 million in 4Q14 (27.0% up on 4Q13) and R$770.4 million in 2014 (14.3% up on 2013)

Ebitda margin represented 16.0% of net revenue in 4Q14 (3.0 p.p. up in relation to 4Q13) and 16.8% in 2014 (1.2 p.p. up in relation to 2013)

Net debt was R$176.0 million in 4Q14 (32.7% down on 4Q13), giving a net debt/LTM Ebitda ratio of 0.2x

HIGHLIGHTS

RESULTS CONFERENCE CALL

Date: March 3, 2015 Time: > Portuguese (BR GAAP) 10:00 a.m. (Brasília) 8:00 a.m. (New York) Phone: (+55 11) 3728-5971 Password: M. Dias Branco Replay: (+55 11) 3127-4999 Code: 16557269

Stock Price: Closing on February 26, 2015 MDIA3: R$84.58 per share Market cap: R$9,595.6 million > English (BR GAAP) 10:00 a.m. (Brasília) 08:00 a.m. (New York) Phone: +1 516 300-1066 Password: M. Dias Branco Replay: (+55 11) 3127-4999 Code: 22527596

IR CONTACT

Geraldo Luciano Mattos Júnior Vice-President of Investments and Controller Phone: 55 (85) 4005-5667 Email: [email protected]

Bruno Cals de Oliveira Investor Relations Phone: 55 (11) 3883-9273 Email: [email protected] IR Website: www.mdiasbranco.com.br/ri IR App: Available on App Store and Google Play

Financial and Operating Results 4Q14 4Q13 Variation 3Q14 Variation 2014 2013 Variation

Net Revenue (R$ million) 1,166.2 1,128.9 3.3% 1,211.9 -3.8% 4,579.9 4,311.6 6.2%Total Sales Volume (thousand tonnes) 436.2 418.1 4.3% 452.4 -3.6% 1,715.6 1,693.1 1.3%Cookies & Crackers Sales Volume (thousand tonnes) 133.5 131.9 1.2% 139.4 -4.2% 525.4 527.4 -0.4%Pasta Sales Volume (thousand tonnes) 93.7 91.1 2.9% 93.1 0.6% 359.8 354.7 1.4%Market share of Cookies & Crackers (volume)* 28.5% 28.5% 0 p.p 27.6% 0.9 p.p 28.1% 28.0% 0.1 p.pMarket share of Pasta (volume)* 28.8% 30.0% -1.2 p.p 29.7% -0.9 p.p 28.9% 28.0% 0.9 p.pNet Profit (R$ million) 172.0 131.8 30.5% 148.3 16.0% 599.3 524.4 14.3%Ebitda (R$ million) 186.9 147.2 27.0% 209.0 -10.6% 770.4 673.8 14.3%Ebitda Margin 16.0% 13.0% 3.0 p.p 17.2% -1.2 p.p 16.8% 15.6% 1.2 p.pNet Debt (R$ million) 176.0 261.7 -32.7% 153.1 15.0% 176.0 261.7 -32.7%

Net Debt / Ebitda (last 12 months) 0.2 0.4 -50.0% 0.2 0.0% 0.2 0.4 -50.0%*Note: The values presented on 4Q are from the period of Nov/Dec 2014 and 2013. The 3Q14 refers to the months of Jul/Aug 2014.

Since the 3Q13 the statistics of market share include the states of Piauí, Maranhão and Mato Grosso, as w ell as the entire North region, w hich w ere not being included

in the AC NIELSEN survey.

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M. Dias Branco announces its results for the fourth quarter and fiscal year 2014 (4Q14 and 2014), confirming its commitment to best transparency and disclosure practices in order to provide shareholders and society with the broadest and most accurate interpretation of its operations and purposes. The year of 2014 brought several challenges to the economy and business growth in Brazil. Besides the impact caused by the World Cup on the country’s economic activity, consumption slowed down, thus creating additional challenges for businesses in general. Despite the adverse macroeconomic scenario, M. Dias Branco grew by 14.3% in relation to 2013 both in terms of Ebitda and net income, reaching R$770.4 million and R$599.3 million, respectively. This higher profitability was accompanied by an increase in its share in the domestic pasta market by 0.9 p.p., reaching 28.9%, and in the cookies and crackers market by 0.1 p.p., reaching 28.1%, according to AC Nielsen’s data for 2014 in comparison to 2013. The demand for M. Dias Branco products enabled the Company to reach a sales volume of 1.72 million tonnes of food in 2014 (436,200 tonnes in 4Q14), an increase of 1.3% over 2013 (4.3% up in 4Q14 in relation to 4Q13). The cake and snacks line continued to post strong growth in sales volume, climbing by 50.0% in relation to the previous year. The Company sold 61,900 tonnes of margarine and vegetable shortening, an upturn of 6.9% on 2013 (7.5% up in 4Q14 over 4Q13), while wheat flour and bran sales volume grew by 3.6% (8.1% up in 4Q14 over 4Q13), reaching 764,000 tonnes (192,100 tonnes in 4Q14). Pasta sales volume came to 359,800 tonnes in the year, a growth of 1.4% (2.9% up in 4Q14 on 4Q13), while cookies and crackers posted a sales volume of 525,400 tonnes, a slight decrease of 0.4% in 2014 over 2013 (1.2% up in 4Q14 on 4Q13). M. Dias Branco’s net revenue totaled R$4.6 billion at the end of 2014 (R$1.17 billion in 4Q14), an increase of 6.2% in relation to 2013 (3.3% up in 4Q14 on 4Q13). Both in 4Q14 and 2014, the proportional reduction in operating expenses and lower pressure on raw material costs played an essential role in the improvement of M. Dias Branco’s results. Related to raw material costs, the decrease in global wheat prices, due to a good supply-demand scenario, lowered the pressure on this important cost element. On the operating expenses front, it is worth noting that the management restructured the Company’s sales and administrative teams to ensure greater efficiency in its internal processes. As a result, the Ebitda margin stood at 16% in 4Q14 and 16.8% in 2014, moving up by 3 p.p. and 1.2 p.p. in relation to 4Q13 and 2013, respectively. Net margin reached 14.7% in 4Q14 and 13.1% in 2014, expanding by 3 p.p. and 0.9 p.p., respectively. M. Dias Branco’s operating cash flow totaled R$646.1 million in 2014, which contributed to reach the cash and cash equivalents of R$447.3 million at the end of 2014. In the same period, M. Dias Branco invested R$407.9 million in organic growth, allocated to the expansion, modernization and maintenance of its industrial infrastructure in order to meet the expected growing demand for its products, the start-up of new product lines and the need for raw materials for internal consumption (vertical integration). All information presented above, which will be further detailed in this release, shows that, even in a scenario of reduced economic growth, M. Dias Branco has been able to continue to expand its activities, while growing its revenues, sales volumes and profitability. Management remains optimistic about M. Dias Branco's performance, fully aware of the challenges to come in 2015 and following years related to implementing its strategy and improving its results, while remaining firmly committed to maximizing value for its shareholders.

MANAGEMENT’S COMMENTS

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MARKET SHARE*

Note: As from 3Q13 the statistics of market share include the states of Piauí, Maranhão and Mato Grosso, as well as the entire north region, which did not use to being included in the AC NIELSEN survey.

SALES CHANNELS

In 2014, M. Dias Branco implemented significant changes in the commercial department, focused on direct service to retailers, aiming to increase the profit of its business. For that, the Company replaced sales representatives with its own salespeople, and intensified its efforts towards prospecting new clients.

OPERATING HIGHLIGHTS

Client Mix 4Q14 4Q13 Variation 2014 2013 VariationRetail * 40.6% 36.9% 3.7 p.p 40.7% 37.6% 3.1 p.pWholesale/ Distributers 44.1% 46.6% -2.5 p.p 44.2% 46.3% -2.1 p.pMain Chains 12.6% 14.1% -1.5 p.p 12.5% 13.4% -0.9 p.pIndustry 2.2% 1.8% 0.4 p.p 2.1% 2.0% 0.1 p.pOther 0.5% 0.6% -0.1 p.p 0.5% 0.7% -0.2 p.p

TOTAL 100.0% 100.0% 100.0% 100.0%(*) Direct service

19.8%21.3% 22.3%

25.4%

26.6%

28.0% 28.1%21.9%

23.2% 23.3%25.1%

25.7%

28.0% 28.9%

2008 2009 2010 2011 2012 2013 2014

Market Share * - Brasil (in % de volume sold)

Cookies and Crakers Pasta* AC NIELSEN data.Note: Data considers Vitarella since 2008, Pilar and Estrela since 2011, and Moinho Santa Lúcia since 2012

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SALES VOLUME BY PRODUCT LINE

CQGR - Compounded Quarterly Growth Rate

PRODUCTION CAPACITY UTILIZATION

Note: Total production capacity is the maximum capacity that the lines can produce without any type of restriction (limitation) regarding labor or power, discounting only possible stoppages for maintenance, set-up, cleaning ("sine qua non" factors for the machines).

Sequence Accumulated Individual Accumulated Individual Accumulated

Major Client 1 132.0 9.5% 9.5% 459.5 8.5% 8.5%49 Subsequent 50 353.4 25.5% 35.0% 1,373.7 25.3% 33.8%50 Subsequent 100 108.7 7.8% 42.8% 421.1 7.8% 41.6%900 Subsequent 1,000 390.4 28.1% 70.9% 1,546.5 28.5% 70.1%Other Clients All clients 403.7 29.1% 100.0% 1,624.0 29.9% 100.0%

TOTAL 1,388.2 5,424.8* Gross Revenue excluding Disconts Sales

Major Clients Sales 4Q14 (R$ million)

Participation on Gross Revenue excluding Disconts

SalesSales 2014 (R$ million)

Participation on Gross Revenue excluding Disconts

Sales

4Q14 4Q13 4Q14 4Q13 4Q14 4Q13 4Q14 4Q13 4Q14 4Q13 4Q14 4Q13Total Production 131.8 132.5 91.8 89.2 333.5 305.2 35.6 31.9 1.1 1.0 593.8 559.8

Total Production Capacity 210.1 189.8 135.7 116.8 395.6 382.7 45.0 45.0 2.4 1.8 788.8 736.1

Capacity Usage 62.7% 69.8% 67.6% 76.4% 84.3% 79.7% 79.1% 70.9% 45.8% 55.6% 75.3% 76.0%

* Thousand tonnes

4Q14 3Q14 4Q14 3Q14 4Q14 3Q14 4Q14 3Q14 4Q14 3Q14 4Q14 3Q14Total Production 131.8 140.8 91.8 90.4 333.5 332.8 35.6 33.1 1.1 1.1 593.8 598.2

Total Production Capacity 210.1 210.4 135.7 131.3 395.6 395.6 45.0 45.0 2.4 2.4 788.8 784.7

Capacity Usage 62.7% 66.9% 67.6% 68.8% 84.3% 84.1% 79.1% 73.6% 45.8% 45.8% 75.3% 76.2%

* Thousand tonnes

2014 2013 2014 2013 2014 2013 2014 2013 2014 2013 2014 2013Total Production 530.4 535.1 364.5 364.0 1,292.3 1,256.2 126.9 131.0 4.3 3.1 2,318.4 2,289.4

Total Production Capacity 816.3 755.3 519.4 463.1 1,556.6 1,530.8 180.0 180.0 9.1 7.2 3,081.4 2,936.4

Capacity Usage 65.0% 70.8% 70.2% 78.6% 83.0% 82.1% 70.5% 72.8% 47.3% 43.1% 75.2% 78.0%* Thousand tonnes

Effective Production / Production Capacity *

Cookies and Crackers Pasta Wheat Flour and

Bran

Margarine and Vegetable Shortening

Cakes and snacks Total

Total


Cookies and Crackers Pasta Wheat Flour and

Bran


Cakes and snacks Total


Cookies and Crackers

Pasta Wheat Flour and Bran


Cakes and snacks

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In 2014, M. Dias Branco increased its production capacity by 4.9%, primarily in the cookies and crackers and pasta lines, reflecting the investments made in the expansion and modernization of the production process to support the organic growth plan. The production accompanied the increase in sales volume (1.3% up on 2013), which shows a level of utilization of the total capacity of 75.2% in 2014 (78.0% in 2013).

VERTICAL INTEGRATION

WHEAT FLOUR

VEGETABLE SHORTENING

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NET REVENUE Net revenue grew by 3.3% in 4Q14 over 4Q13, primarily reflecting the 4.3% upturn in sales volume as a result of initiatives implemented at the points of sale and incentives offered to the sales team and clients. Nevertheless, when comparing 4Q14 with 3Q14, sales volume declined by 3.6% due to the fact that the last quarter of the year has less business days in view of the year-end holidays. When comparing 2014 with 2013, net revenue increased by 6.2%, mainly due to the higher average price of several products, especially cookies and crackers, pasta and wheat flour and bran.

PERIOD RESULTS

Segment NetRevenue Weight Average

PriceNet

Revenue Weight AveragePrice

NetRevenue Weight Average

PriceCookies and Crackers 606.0 133.5 4.54 599.4 131.9 4.54 1.1% 1.2% 0.0%Pasta 273.1 93.7 2.91 263.2 91.1 2.89 3.8% 2.9% 0.7%Wheat Flour and Bran 221.5 192.1 1.15 202.8 177.7 1.14 9.2% 8.1% 0.9%Margarine and Vegetable Shortening 52.5 15.7 3.34 50.4 14.6 3.45 4.2% 7.5% -3.2%Cakes and snacks 13.1 1.2 10.92 11.2 0.9 12.44 17.0% 33.3% -12.2%Other 0.0 0.0 0.0 1.9 1.9 1.00 -100.0% -100.0% -100.0%

TOTAL 1,166.2 436.2 2.67 1,128.9 418.1 2.70 3.3% 4.3% -1.1%* Net Revenue in R$ million, Weight excluding returned sales in thousand tonnes and Net Average Price in R$/Kg.

4Q14 4Q13 Variation


PriceNet



PriceCookies and Crackers 606.0 133.5 4.54 641.0 139.4 4.60 -5.5% -4.2% -1.3%Pasta 273.1 93.7 2.91 275.4 93.1 2.96 -0.8% 0.6% -1.7%Wheat Flour and Bran 221.5 192.1 1.15 229.2 202.9 1.13 -3.4% -5.3% 1.8%Margarine and Vegetable Shortening 52.5 15.7 3.34 53.1 15.8 3.36 -1.1% -0.6% -0.6%Cakes and snacks 13.1 1.2 10.92 13.2 1.2 11.00 -0.8% 0.0% -0.7%

TOTAL 1,166.2 436.2 2.67 1,211.9 452.4 2.68 -3.8% -3.6% -0.4%* Net Revenue in R$ million, Weight excluding returned sales in thousand tonnes and Net Average Price in R$/Kg.

Variation4Q14 3Q14


PriceNet



PriceCookies and Crackers 2,402.4 525.4 4.57 2,309.2 527.4 4.38 4.0% -0.4% 4.3%Pasta 1,056.8 359.8 2.94 980.9 354.7 2.77 7.7% 1.4% 6.1%Wheat Flour and Bran 863.6 764.0 1.13 778.7 737.5 1.06 10.9% 3.6% 6.6%Margarine and Vegetable Shortening 206.2 61.9 3.33 195.6 57.9 3.38 5.4% 6.9% -1.5%Cakes and snacks 50.9 4.5 11.31 34.5 3.0 11.50 47.5% 50.0% -1.7%Other 0.0 0.0 0.0 12.7 12.6 1.01 -100.0% -100.0% -100.0%

TOTAL 4,579.9 1,715.6 2.67 4,311.6 1,693.1 2.55 6.2% 1.3% 4.7%* Net Revenue in R$ million, Weight excluding returned sales in thousand tonnes and Net Average Price in R$/Kg.

Variation2014 2013

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Note1: Sundry items represented 0.1% of net operating revenue in 4Q13 and 0.2% in 2013. Note2: Exports corresponded to 0.4% of revenue net of discounts in 2014.

COOKIES AND CRACKERS The 1.1% increase in net revenue from cookies and crackers between 4Q14 and 4Q13 was mainly driven by the 1.2% upturn in the 4Q14 sales volume, especially in the Northeast and Southeast regions. In relation to 3Q14, net revenue from cookies and crackers declined by 5.5%, primarily reflecting the 4.2% drop in sales volume, due to a decline in demand, which usually takes place at the end of the year, and the adverse macroeconomic scenario in Brazil, especially as of the second half of 2014. The growth of 4.0% in net revenue recorded in 2014 versus 2013 mainly reflected the 4.3% increase in the average price. It is important to note that M. Dias Branco strongly invests in innovation, developing new products based on market trends. In 4Q14, gross revenue totaled R$20.9 million, with 61 new types of cookies and crackers launched in the last 24 months.

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PASTA

Net revenue from pasta moved up by 3.8% in 4Q14 over 4Q13, due to the 2.9% increase in sales volume, led by the common and instant pasta market in the Northeast region.

When comparing 4Q14 with 3Q14, net revenue from pasta dropped 0.8%, reflecting the decrease of 1.7% in the average price. However, the upturn of 7.7% in net revenue from pasta in 2014 in relation to 2013 was a reflection of the 6.1% increase in market prices, associated with the 1.4% upturn in sales volume.

WHEAT FLOUR AND BRAN Net revenue from wheat flour and bran grew by 9.2% in 4Q14 over 4Q13, primarily due to the 8.1% increase in sales volume.

When comparing 4Q14 with 3Q14, net revenue from wheat flour and bran fell by 3.4%, reflecting the 5.3% decline in sales volume, led by flour for industrial consumption, and the 1.8% increase in the average price, driven by changes in the product mix. The growth of 10.9% in net revenue in 2014 versus 2013 was a result of the increases of 6.6% in the average price and 3.6% in sales volume.

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MARGARINE AND VEGETABLE SHORTENING

Net revenue from margarine and vegetable shortening climbed by 4.2% in 4Q14 over 4Q13, chiefly due to a positive market response to M. Dias Branco’s brand repositioning, which consisted in reducing average prices by 3.2%, after the increases in the first half of 2014, thus ensuring a 7.5% growth in sales volume. When comparing 4Q14 with 3Q14, net revenue fell by 1.1%, mainly due to minor adjustments to (lowering) average prices. The upturn of 5.4% in net revenue in 2014 versus 2013 was primarily a reflection of the 6.9% increase in sales volume, especially in the Northeast region, which continues to account for most of the sales volume.

COST OF GOODS SOLD

COGS as a percentage of net revenue recorded a drop of 0.7 p.p. in 4Q14 versus 4Q13 and 0.2 p.p. in 2014 versus 2013, primarily a result of the following factors:

Reduction of 10.0% in the average cost of wheat consumed in the production process in 4Q14 over 4Q13, and of 4.0% in 2014 over 2013, mainly resulting from the decline in wheat prices in 2014 as well as due to our acquisition strategy and large storage capacity, which help us increase efficiency in the process of acquisition of this raw material.

Increase of 2.3% in the average cost of vegetable oil consumed in the production process in 4Q14 over 4Q13, and of 7.6% in 2014 over 2013, mainly resulting from higher market prices in reais of this raw material.

Operating Costs(R$ million)

4Q14 % Net Rev. 4Q13 % Net

Rev. Variation 3Q14 % Net Rev. Variation 2014 % Net

Rev. 2013 % Net Rev. Variation

Raw material 476.9 40.9% 502.6 44.5% -5.1% 537.3 44.3% -11.2% 2,017.9 44.1% 1,969.0 45.7% 2.5%Wheat 258.5 22.2% 293.3 26.0% -11.9% 287.9 23.8% -10.2% 1,104.3 24.1% 1,150.6 26.7% -4.0%Vegetable Oil 75.3 6.5% 63.0 5.6% 19.5% 69.2 5.7% 8.8% 256.6 5.6% 251.8 5.8% 1.9%Sugar 29.8 2.6% 27.8 2.5% 7.2% 32.4 2.7% -8.0% 119.3 2.6% 105.2 2.4% 13.4%Third Party Flour 49.1 4.2% 53.3 4.7% -7.9% 71.1 5.9% -30.9% 252.9 5.5% 200.1 4.6% 26.4%Third Party Vegetable Shortening 11.0 0.9% 11.8 1.0% -6.8% 16.3 1.3% -32.5% 76.0 1.7% 43.1 1.0% 76.3%Other 53.2 4.6% 53.4 4.7% -0.4% 60.4 5.0% -11.9% 208.8 4.6% 218.2 5.1% -4.3%

Packages 83.4 7.2% 73.2 6.5% 13.9% 84.8 7.0% -1.7% 317.9 6.9% 279.7 6.5% 13.7%Labor 106.7 9.1% 88.2 7.8% 21.0% 94.1 7.8% 13.4% 365.4 8.0% 314.6 7.3% 16.1%Indirect costs 70.6 6.1% 57.9 5.1% 21.9% 67.4 5.6% 4.7% 250.8 5.5% 212.6 4.9% 18.0%Depreciation and amortization 22.5 1.9% 20.2 1.8% 11.4% 20.6 1.7% 9.2% 82.8 1.8% 76.8 1.8% 7.8%Other 0.0 0.0% 1.9 0.2% -100.0% 0.0 0.0% 0.0% 0.0 0.0% 12.7 0.3% -100.0%Total 760.1 65.2% 744.0 65.9% 2.2% 804.2 66.4% -5.5% 3,034.8 66.3% 2,865.4 66.5% 5.9%

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Reduction of 8.7% in the average cost of sugar consumed in the production process in 4Q14 versus 4Q13. When comparing 2014 with 2013, there was an increase of 3.1%, resulting from higher market prices for the sale of sugar between September 2013 and August 2014.

Increase of 4.0% in M. Dias Branco’s average cookies, crackers and pasta packaging cost in 4Q14 over 4Q13, and of 8.3% in 2014 over 2013. Despite recent falls in oil prices, in 2014 there was an increase in the prices practiced by the petrochemical industry for selling the raw material used in packaging manufacture.

Increase in the labor costs both in 4Q14 over 4Q13 and in 2014 over 2013, primarily due to wage increases following collective bargaining agreement and the higher number of factory workers, reflecting the introduction of new production lines, which are not yet fully operating.

Increase in manufacturing general costs both in 4Q14 over 4Q13 and in 2014 over 2013, primarily due to higher energy prices and expenses with maintenance services and parts used to conserve machines and equipment in the production lines.

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GROSS PROFIT

M. Dias Branco’s gross profit reached R$449.9 million in 4Q14, an increase of 5.7% in relation to 4Q13 and a reduction of 0.9% over 3Q14. In 2014, gross profit came to R$1,724.6 million, a growth of 5.8% over 2013. It is important to note that gross profit includes subsidies for state investments totaling R$43.8 million in 4Q14 (R$179.5 million in 2014), which are recorded in the income statement in accordance with accounting pronouncement CPC 7 – Government Subsidies.

OPERATING EXPENSES

Operating expenses as a percentage of net revenue posted a decrease of 1.9 p.p. in 4Q14 over 4Q13 (2.6 p.p. up over 3Q14), and of 1.3 p.p. in 2014 over 2013. Considering the volume sold in the year (1,715,600 tonnes), operating expenses by tonne sold were 0.8% lower than in 2013, reflecting M. Dias Branco’s efforts to improve its operational efficiency. In 4Q14, selling expenses fell by 2.0% over 4Q13 (1.0 p.p. down as a percentage of net revenue), due to lower expenses with market surveys and trips and lodging. When comparing 4Q14 with 3Q14, selling expenses moved up by 2.9%, mainly due to the increase in extra monies granted to clients and expenses with sales promoters during the initiatives implemented at stores that serve end consumers directly in order to obtain a better exposure for our products. When comparing 2014 with 2013, selling expenses climbed by 1.8%, (0.5% up by tonne sold), primarily due to wage increases following collective bargaining agreement, advertising costs and expenses with logistics.

Administrative expenses dropped by 6.8% in 4Q14 over 4Q13, primarily due to lower personnel costs and expenses with travelling and lodging, influenced by Vitarella’s integration process. In 2014 versus 2013, administrative expenses dropped by 3.3%, due to the previously mentioned reasons. When comparing 4Q14 with 3Q14, administrative expenses moved up by 15.6%, primarily due to the upturn in the granting of success fees, third-party services and donations to social projects supported by M. Dias Branco.

Operating Expenses(R$ million)

4Q14 % Net Rev. 4Q13 % Net

Rev. Variation 3Q14 % Net Rev. Variation 2014 % Net

Rev. 2013 % Net Rev. Variation

Selling 224.7 19.3% 229.2 20.3% -2.0% 218.4 18.0% 2.9% 832.6 18.2% 817.8 19.0% 1.8%Administrative 45.2 3.9% 48.5 4.3% -6.8% 39.1 3.2% 15.6% 158.8 3.5% 164.2 3.8% -3.3%Management fees 3.1 0.3% 2.8 0.2% 10.7% 2.5 0.2% 24.0% 10.5 0.2% 9.8 0.2% 7.1%Taxes 5.1 0.4% 5.5 0.5% -7.3% 3.8 0.3% 34.2% 20.1 0.4% 19.4 0.4% 3.6%Depreciation and amortization 5.4 0.5% 4.8 0.4% 12.5% 5.1 0.4% 5.9% 19.6 0.4% 18.2 0.4% 7.7%Other operating expenses/(revenues) 7.4 0.6% 12.3 1.1% -39.8% 1.8 0.1% 311.1% 15.0 0.3% 21.4 0.5% -29.9%TOTAL 290.9 24.9% 303.1 26.8% -4.0% 270.7 22.3% 7.5% 1,056.6 23.1% 1,050.8 24.4% 0.6%

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FINANCIAL RESULT

To provide a better understanding of the variations in financial results, we report and analyze exchange variations and swap operations in the period separately from financial income and expenses, as the following table shows:

Financial revenues surged by 50.0% in 4Q14 over 4Q13, mainly due to the higher volume and return from investments. When comparing 2014 with 2013, financial revenues increased by 38.3%, due to the previously mentioned reasons, while financial expenses fell by 20.5%, reflecting M. Dias Branco’s lower debt after the settlement of debentures in November 2013. It is worth mentioning that M. Dias Branco maintains swap contracts, through which the foreign exchange risk plus a pre-fixed rate is swapped for a percentage of the CDI rate to hedge input imports and fixed assets, which are recognized at fair value and whose results are booked under financial result.

INCOME AND SOCIAL CONTRIBUTION TAXES

The 29.0% increase in income and social contribution taxes in 2014 in relation to 2013 was due to the upturn in tax calculation base. Note that impacts from subsidies for state investments, recognized in the income by force of CPC 07, are not included in this tax calculation base.

Federal tax incentives in the form of a reduction in the income tax (IRPJ) grew by 18.7% in 2014 over 2013. It is worth mentioning that the federal tax incentives granted to the wheat crushing unit in Salvador (BA) ended on December 31, 2013. Note that goodwill amortization was prohibited as of January 2009. However, this procedure has not changed the tax effects from the goodwill to be amortized under the Transitional Tax Regime (RTT) provided for by Law 11,941/2009. In this context, as required by CPC 32 – Income Taxes (CVM Resolution 599/2009), M. Dias Branco constitutes deferred tax obligations from this amortization under income and social tax expenses only for fiscal purposes, even though it does not believe in the possibility of future realization of this obligation. Both in 4Q14 and 4Q13, M. Dias Branco recorded R$5.9 million under income tax (IRPJ) and social contribution on net income (CSLL).

Income and Social Contribution Taxes(R$ million)

4Q14 4Q13 Variation 2014 2013 Variation

Income and Social Contribution Taxes -7.9 -10.2 -22.5% 116.4 90.2 29.0%Income Tax Incentive -8.4 0.2 -4300.0% -59.6 -50.2 18.7%TOTAL -16.3 -10.0 63.0% 56.8 40.0 42.0%

Period (R$ million)2015 23.42016 23.12017 20.02018 13.62019 12.5TOTAL 92.6

Schedule of Fiscal Benefits Deduction due to Goodwill Amortization

Financial Income(R$ million) 4Q14 4Q13 Variation 3Q14 Variation 2014 2013 Variation

Financial Revenue 15.0 10.0 50.0% 13.3 12.8% 47.7 34.5 38.3%Financial Expenses -10.7 -9.8 9.2% -7.6 40.8% -34.8 -43.8 -20.5%Exchange Variation -19.1 -10.5 81.9% -27.7 -31.0% -36.6 -25.3 44.7%Losses / Gains on swap 11.5 9.9 16.2% 19.1 -39.8% 11.8 20.2 -41.6%TOTAL -3.3 -0.4 725.0% -2.9 13.8% -11.9 -14.4 -17.4%

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EBITDA AND NET INCOME

EBITDA – NET INCOME EBITDA – NET REVENUE M. Dias Branco’s liabilities pegged to foreign currency, mainly U.S. dollars, totaled R$221.8 million in 4Q14, and were related to wheat imports, which are hedged by swap contracts through which the foreign exchange risk plus a prefixed rate is swapped for a percentage of the CDI rate, as previously mentioned.

DEBT, CAPITALIZATION AND CASH

Capitalization (R$ million) 12/31/2014 12/31/2013 VariationShort Term 299.7 325.6 -8.0%Long Term 333.8 248.0 34.6%Total Indebtedness 633.5 573.6 10.4%(-) Cash -447.3 -306.8 45.8%(-) Financial Investments Short Term -1.2 0.0 0.0%(-) Financial Investments Long Term -9.0 -5.1 76.5%(=) Net Debt 176.0 261.7 -32.7%Shareholders Equity 3,285.6 2,820.2 16.5%Capitalization 3,919.1 3,393.8 15.5%

Financial Indicator 12/31/2014 12/31/2013 VariationNet Debt / Ebitda (last 12 months) 0.2 0.4 -50.0%Net Debt / Shareholders Equity 5.4% 9.3% -3.9 p.pIndebtedness / Total Assets 14.1% 14.8% -0.7 p.p

EBITDA CONCILIATION (R$ million) 4Q14 4Q13 Variation 3Q14 Variation 2014 2013 VariationNet Profit 172.0 131.8 30.5% 148.3 16.0% 599.3 524.4 14.3%Income Tax and Social Contribution -7.9 -10.2 -22.5% 47.3 -116.7% 116.4 90.2 29.0%Income Tax Incentive -8.4 0.2 -4300.0% -15.2 -44.7% -59.6 -50.2 18.7%Financial Revenues -16.6 -15.6 6.4% -14.2 16.9% -70.4 -57.1 23.3%Financial Expenses 19.9 16.0 24.4% 17.1 16.4% 82.3 71.5 15.1%Depreciation and Amortization over cost of goods 22.5 20.2 11.4% 20.6 9.2% 82.8 76.8 7.8%Depreciation and Amortization Adm/Com Expenses 5.4 4.8 12.5% 5.1 5.9% 19.6 18.2 7.7%Ebitda 186.9 147.2 27.0% 209.0 -10.6% 770.4 673.8 14.3%EBITDA Margin 16.0% 13.0% 3.0 p.p 17.2% -1.2 p.p 16.8% 15.6% 1.2 p.p

EBITDA CONCILIATION (R$ million) 4Q14 4Q13 Variation 3Q14 Variation 2014 2013 VariationNet Revenue 1,166.2 1,128.9 3.3% 1,211.9 -3.8% 4,579.9 4,311.6 6.2%Cost of goods sold -716.3 -703.4 1.8% -757.9 -5.5% -2,855.3 -2,682.0 6.5%Depreciation and Amortization over cost of goods 22.5 20.2 11.4% 20.6 9.2% 82.8 76.8 7.8%Operating Expenses -290.9 -303.1 -4.0% -270.7 7.5% -1,056.6 -1,050.8 0.6%Equity in net income of subsidiaries 0.0 -0.2 0.0% 0.0 0.0% 0.0 0.0 0.0%Depreciation and Amortization Adm/Com Expenses 5.4 4.8 12.5% 5.1 5.9% 19.6 18.2 7.7%Ebitda 186.9 147.2 27.0% 209.0 -10.6% 770.4 673.8 14.3%Ebitda Margin 16.0% 13.0% 3.0 p.p 17.2% -1.2 p.p 16.8% 15.6% 1.2 p.p

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Cash and cash equivalents increased by R$140.5 million in 2014, while net cash from operating activities totaled R$646.1 million. On the other hand, R$340.1 million was allocated to the acquisition of fixed assets, R$4.9 million to software licenses, R$30.6 million to net financing flows from third-party capital, R$117.3 million to the payment of interest on equity and R$9.0 million to the payment of debt from the acquisition of interests in companies.

Investments totaled R$407.9 million in 2014, allocated to expansion and maintenance. The main investment items in 2014 were: (i) expenses with construction works and acquisition of machinery and equipment for installation of the toast production line at the Eusébio (CE) plant; (ii) acquisition and installation of a new waffer biscuits line at the Eusébio (CE) plant; (iii) acquisition of machinery and equipment for the expansion of the crushing structure and grain storage capacity in the Natal (RN) unit; (iv) acquisition of crushing equipment for the new units in Eusébio (CE), Recife (PE) and Bento Gonçalves (RS); (v) acquisition of new machinery for pasta production in the São Caetano do Sul (SP) unit; (vi) installation of a cake mix line at the Salvador (BA) unit; (vii)

INVESTMENTS

Investiments (R$ Million) 4Q14 4Q13 Variation 2014 2013 Variation

Buildings 11.8 6.9 71.0% 22.6 16.4 37.8%Machinery and equipment 88.8 66.2 34.1% 307.8 212.3 45.0%Construction in progress 22.2 9.5 133.7% 47.8 39.0 22.6%Vehicles 0.6 2.6 -76.9% 17.8 6.2 187.1%IT Equipament 2.5 6.9 -63.8% 5.8 9.2 -37.0%Furniture and Fixtures 1.2 1.6 -25.0% 5.6 4.2 33.3%Others - 0.0 0.0% 0.5 0.6 -16.7%

Total 127.1 93.7 35.6% 407.9 287.9 41.7%

Consolidated Debt (R$ million) Index Interest (year)12/31/2014 Variation 12/31/2013 Variation

AH% Variation

Domestic Currency: 411.7 65.0% 315.7 55.0% 30.4%BNDES - FINAME TJLP 3.49% (3.00% in 12/31/13) 0.7 0.1% 1.8 0.3% -61.1%BNDES - PSI R$ 4.43% (4.54% in 12/31/13) 229.3 36.2% 141.3 24.6% 62.3%BNDES - PSI URTJLP 6.32% (6.21% in 12/31/13) 0.7 0.1% 1.1 0.2% -36.4%(PROVIN) Financing of state taxes TJLP - 19.7 3.1% 21.9 3.8% -10.0%(DESENVOLVE) Financing of state taxes TJLP - 6.7 1.1% 6.4 1.1% 4.7%BNB-FNE - Financings Flat rate 9.03% 71.1 11.2% 58.7 10.2% 21.1%BNDES AUTOMATIC - Financing TJLP 2.49% 0.0 0.0% 0.1 0.0% -100.0%BNDES AUTOMATIC - Financing Variable rate 2.49% 0.0 0.0% 0.1 0.0% -100.0%Investment of assigment of Pilar's shares 100% CDI - 24.6 3.9% 26.6 4.6% -7.5%Investment of assigment of Estrela's shares 100% CDI - 13.1 2.1% 12.3 2.1% 6.5%Investment of assigment of Moinho Santa Lúcia's shares 100% CDI - 43.1 6.8% 44.7 7.8% -3.6%Financial Lease 2.7% 2.7 0.4% 0.7 0.1% 285.7%Foreign Currency: 221.8 35.0% 257.9 45.0% -14.0%Imports financing USD 1.07% (1.14% in 12/31/13) 221.8 35.0% 256.3 44.7% -13.5%Machinery CHF (Libor* + 1.50% ) 0.0 0.0% 1.6 0.3% -100.0%TOTAL 633.5 100.0% 573.6 100.0% 10.4%

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renewal of M. Dias Branco’s fleet; (viii) restructuring of the new Teresina (PI) distribution center, (ix) installation of a cookies and crackers line at the Bento Gonçalves (RS) unit; and (x) acquisition of a backup boiler for margarine and vegetable shortening production. The performance of the Company’s stock since its IPO on October 18, 2006 to February 26, 2015 is shown in the chart below. On February 26, 2015, MDIA3 stock was quoted at R$84.58, representing market capitalization of R$9.6 billion. The average daily trading volume came to R$9.6 million in 4Q14. On February 26, 2015, the Ibovespa index stood at 51,760 points, while the Special Corporate Governance Index (IGC) stood at 8.128 points.

CAPITAL MARKET

Price Evolution, Liquidity and Stock Performance 4Q14 4Q13 2014 2013

MDIA3Stock price (R$)* 91.00 100.00 91.00 100.00Average Daily Trading Volume (R$ Million) 9.6 13.5 10.9 16.7

PerformanceMDIA3 -6.78% -1.96% -9.00% 28.11%Ibovespa -7.59% -1.59% -2.91% -15.50%IGC -2.39% 0.44% 2.31% -2.16%

*Closing stock price at the end of the period

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At a meeting held on October 27, 2014, the Board of Directors approved, by unanimous vote: (i) the Quarterly Information – ITR for the quarter ended September 30, 2014; and (ii) other provisions. At a meeting held on December 15, 2014, the Board of Directors approved, by unanimous vote: (i) M. Dias Branco’s budget for fiscal year 2015; and (ii) the payment of one hundred thirty-seven million, six hundred twelve thousand, twenty-eight reais and seventy-two centavos (R$137,612,028.72) to shareholders as interest on equity, proportionally to their shareholding positions, pursuant to Article 9 of Law 9,249/1995, as amended by Law 9,430/1996, and paragraph 2 of Article 24 of the Company’s Bylaws. The interest on equity will be imputed to the minimum mandatory dividends distribution of fiscal year 2014, in accordance with paragraph 3 of Article 24 of said Bylaws. The credit date will be December 30, 2014, based on the shareholding positions at the closing of the trading floor session of BM&FBOVESPA on December 15, 2014, and the payment will be made to shareholders on April 24, 2015. The Company’s shares will be traded “ex-dividends” as of December 16, 2014. The net amount per share to be made available to retail investors, after withholding of income tax, will be R$1.0310288622, while legal entities exempt of income tax will receive R$1.2129751320 per share. On December 19, 2014, M. Dias Branco acquired a property in the city of Rolândia (PR), owned by Regional Development Bank of South Region of Brazil (BRDE), in a public auction held according to Invitation to Bid BRDE 2014/126. The total value of the bid was seventy two million and five hundred thousand reais (R$72,500,000.00). The amount of three million six hundred and twenty five thousand reais (R$3,625,000.00) was paid in cash and the remainder will be paid within one hundred and twenty (120) days, in accordance to the terms and conditions defined by Invitation to Bid available at http://www.brde.com.br/index.php/index.php/licitacao/vendas/andamento. In this property there is, among other items, a wheat mill already installed in a constructed area of 9,195.50 m2 with crushing equipment able to produce 400 tonnes/day of wheat flour/bran. This acquisition fits into M. Dias Branco’s strategy to accelerate the vertical integration process of its factories located in the South and Southeast regions of Brazil, increasing the efficiency of its wheat mill production structure.

INCOME STATEMENT(R$ million) NET REVENUES 1,166.2 1.128.9 3.3% 1,211.9 -3.8% 4,579.9 4,311.6 6.2%

COST OF GOODS SOLD -760.1 -744.0 2.2% -804.2 -5.5% -3,034.8 -2,865.4 5.9%TAX INCENTIVES (ICMS) 43.8 40.6 7.9% 46.3 -5.4% 179.5 183.4 -2.1%

GROSS PROFIT 449.9 425.5 5.7% 454.0 -0.9% 1,724.6 1,629.6 5.8%

OPERATING REVENUES (EXPENSES) -290.9 -303.1 -4.0% -270.7 7.5% -1,056.6 -1,050.8 0.6%Selling expenses -224.7 -229.2 -2.0% -218.4 2.9% -832.6 -817.8 1.8%Administrative expenses -45.2 -48.5 -6.8% -39.1 15.6% -158.8 -164.2 -3.3%Management fees -3.1 -2.8 10.7% -2.5 24.0% -10.5 -9.8 7.1%Taxes -5.1 -5.5 -7.3% -3.8 34.2% -20.1 -19.4 3.6%Depreciation and Amortization -5.4 -4.8 12.5% -5.1 5.9% -19.6 -18.2 7.7%Other net revenues (expenses) -7.4 -12.3 -39.8% -1.8 311.1% -15.0 -21.4 -29.9%

OPERATING INCOME - before Financial Results 159.0 122.4 29.9% 183.3 -13.3% 668.0 578.8 15.4%Financial income 16.6 15.6 6.4% 14.2 16.9% 70.4 57.1 23.3%Financial expenses -19.9 -16.0 24.4% -17.1 16.4% -82.3 -71.5 15.1%

Equity in net income of subsidiaries 0.0 -0.2 -100.0% 0.0 0.0% 0.0 - 0.0%

INCOME - before income and social contribution taxes 155.7 121.8 27.8% 180.4 -13.7% 656.1 564.4 16.2%Income and social contribution taxes 16.3 10.0 63.0% -32.1 -150.8% -56.8 -40.0 42.0%

NET INCOME 172.0 131.8 30.5% 148.3 16.0% 599.3 524.4 14.3%

4Q14 2013 Variation 4Q13 Variation 2014 3Q14 Variation

MAIN ADMINISTRATIVE EVENTS

FINANCIAL STATEMENTS

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BALANCE SHEET(R$ million) 12/31/2014 12/31/2013 VariationASSETSCURRENT 1,635.7 1,371.5 19.3%

Funds 447.3 306.8 45.8%Trade accounts receivable 591.6 468.6 26.2%Inventories 461.4 483.6 -4.6%Taxes recoverable 97.3 80.7 20.6%Advances to suppliers 1.9 4.8 -60.4%Financial Investments - Non cash equivalents 1.2 0.0 0.0%Other credits 33.2 25.5 30.2%Prepaid expenses 1.8 1.5 20.0%

NONCURRENT 2,842.5 2,513.4 13.1%Long-term 174.4 159.1 9.6%Short-term investments 9.0 5.1 76.5%Judicial deposits 63.8 55.7 14.5%Taxes recoverable 92.5 88.8 4.2%Tax incentives / other credits 9.1 9.5 -4.2%Investments 24.4 0.1 24300.0%Property, plant and equipments 1,806.0 1,518.7 18.9%Intangible 837.7 835.5 0.3%

TOTAL ASSETS 4,478.2 3,884.9 15.3%

LIABILITIES AND SHAREHOLDERS EQUITYCURRENT 686.8 680.8 0.9%

Suppliers 87.5 85.5 2.3%Financing with financial institutions 273.9 303.2 -9.7%Tax financing 19.1 16.3 17.2%Direct financing 6.7 6.1 9.8%Labor and social charges payable 105.7 97.0 9.0%Income Tax and Social Contribution 4.3 2.4 79.2%Taxes and contribution payable 57.5 65.0 -11.5%Advances 7.1 3.7 91.9%Other accounts payable 33.2 30.5 8.9%Proposed dividends 82.5 66.1 24.8%Government Grant 9.3 5.0 86.0%

NONCURRENT LIABILITIES 505.8 383.9 31.8%Financing with financial institutions 252.4 158.6 59.1%Tax financing 7.3 12.0 -39.2%Direct financing 74.1 77.4 -4.3%Taxes and contribution payable 1.1 1.3 -15.4%Deferred income and social contribution taxes 104.6 71.8 45.7%Others accounts payable 7.3 6.6 10.6%Government Grant 0.1 0.1 0.0%Provision for contingencies 58.9 56.1 5.0%

SHAREHOLDERS EQUITY 3,285.6 2,820.2 16.5%Capital 990.0 827.7 19.6%Capital reserves 16.5 122.0 -86.5%Cumulative translation adjustments 0.1 0.1 0.0%Profit reserves 2,223.9 1,819.2 22.2%Additional dividend proposed 55.1 51.2 7.6%

TOTAL LIABILITIES AND SHAREHOLDERS EQUITY 4,478.2 3,884.9 15.3%

M. DIAS (CONSOLIDATED)

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Disclaimer The statements contained in this document related to the business prospects, projected operating and financial results and growth outlook of M Dias Branco are merely forecasts and, as such, are based exclusively on the expectations of management as to the future of the business. These expectations substantially depend on changes in market conditions, the performance of the Brazilian economy, as well as of the sector and the international markets, thus being subject to changes without prior notice.

CASH FLOW (R$ million)CASH FLOW FROM OPERATING ACTIVITIES

Net Income before Income Tax and Social Contribution 155.7 121.8 27.8% 656.1 564.4 16.2%Adjustments to Reconcile net incomeand cash from operating activities:Depreciation and amortization 27.9 24.9 12.0% 102.4 95.0 7.8%Sale cost of permanet assets 0.0 1.8 -100.0% 0.1 3.8 -97.4%Loans update 26.0 20.3 28.1% 62.4 57.8 8.0%

Interests and exchange variation -3.1 -10.2 -69.6% -30.9 -54.7 -43.5%Net income and social contribution taxes -12.6 -20.0 -37.0% -32.4 -43.1 -24.8%Liberation of reinvestments incentives 0.0 0.3 -100.0% 0.0 3.1 -100.0%

Assets and Liabilities Variations(Increase) decrease in trade accounts receivable -54.9 6.4 -957.8% -123.1 -56.0 119.8%(Increase) in inventories 21.5 -6.5 -430.8% 20.0 -38.6 -151.8%(Increase) in financial investments -1.2 0.0 0.0% -1.2 0.0 0.0%(Increase) decrease in taxes recoverable -32.7 -11.4 186.8% -9.7 3.4 -385.3%(Increase) decrease in other credits -11.0 -8.7 26.4% -16.1 -6.0 168.3%Increase (decrease) in suppliers -8.4 -41.8 -79.9% 2.0 8.3 -75.9%Increase (decrease) in taxes and contributions payable 26.0 21.8 19.3% -7.6 21.2 -135.8%Increase (decrease) in Government grants 0.8 1.6 -50.0% 4.3 -6.9 -162.3%Increase (decrease) in other accounts payable / provisions -4.9 -0.4 1125.0% 19.8 21.0 -5.7%

Net Cash generated in operating activities 129.1 99.9 29.2% 646.1 572.7 12.8%

CASH FLOW FROM INVESTMENTS ACTIVITIES

Acquisition of property, plant and equipment -99.1 -91.0 8.9% -345.0 -271.2 27.2%Cash flow from subsidiary acquisition 0.0 -0.8 -100.0% -9.0 -36.0 -75.0%

Long term financial investments -3.7 0.0 0.0% -3.7 0.0 0.0%

Net Cash used in Investment Activities -102.8 -91.8 12.0% -357.7 -307.2 16.4%

CASH FLOW FROM FINANCING ACTIVITIES

Dividends Payments 0.0 0.0 0.0% -117.3 -114.5 2.4%New Loans 64.7 117.6 -45.0% 390.2 349.1 11.8%Loan Principal payments -144.0 -187.9 -23.4% -420.8 -336.3 25.1%

Net Cash generated (used) in Financing Activities -79.3 -70.3 12.8% -147.9 -101.7 45.4%

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS -53.0 -62.2 -14.8% 140.5 163.8 -14.2%At begin of period 500.3 369.0 35.6% 306.8 143.0 114.5%At end of period 447.3 306.8 45.8% 447.3 306.8 45.8%INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS -53.0 -62.2 -14.8% 140.5 163.8 -14.2%

2014 2013 VariationVariation 4Q14 4Q13

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