MARFRIG GLOBAL FOODS S.A. Corporate Taxpayer ID (CNPJ/MF): / State Registration (NIRE): Publicly Held Company

Transcription

1 Corporate Taxpayer ID (CNPJ/MF): / State Registration (NIRE): Publicly Held Company MINUTES OF THE EXTRAORDINARY SHAREHOLDERS MEETING HELD ON NOVEMBER 7, 2016 I. Date, Time and Place: On November 7, 2016, at 10 a.m. at the registered office of Marfrig Global Foods S.A. ( Marfrig or Company ), at Avenida Queiroz Filho, nº 1.560, Bloco 5, Torre Sabiá, 3º Andar, Sala 301, Vila Hamburguesa, CEP , in the city and state of São Paulo. II. Call notice: Call Notice was published on October 7, 10 and 11, 2016, in the newspaper Valor Econômico (pages B7, C5 and B3, respectively), and on October 7, 8 and 11, 2016, in the state register Diário Oficial do Estado de São Paulo (pages 18, 16 and 10, respectively). The documents required under CVM Instruction 481/2009 were disclosed electronically to the market. III. Attendance: Shareholders representing 75.3% of the total and voting capital of the Company, as per the signatures in the Shareholders Attendance Book. Mr. Heraldo Geres Chief Legal Officer of the Company, was also present. IV. Presiding Board: Chairman: Mr. Heraldo Geres; Secretary: Mr. Ricardo Araújo Rocha. V. Agenda: To examine, discuss and resolve on the following matters: (i) Proposed change in the number of sitting Directors from nine (9) to ten (10); and (II) Election of an independent member to the Board of Directors as per the nomination by BNDES Participações S.A. BNDESPAR under the scope of the Shareholders' Agreement filed at the headquarters of the Company. VI. Decisions: The following decisions were taken with the abstention of those legally impeded from voting, abstentions and voting instructions received in the Meeting, and shareholders authorized the drawing up of these meetings in summary form and their publication without the signatures of the shareholders present, as permitted under Article 130, Paragraphs 1 and 2 of Federal Law 6,404/76 ( Brazilian Corporation Law ): (I) To approve, by unanimous vote of the shareholders present, with 100% votes for, represented by 392,667,153 shares; 0% votes against; and 0% abstentions, the change in the number of sitting Directors from nine (9) to ten (10); and

2 (II) To approve, by unanimous vote of the shareholders present, with 100% votes for, represented by 392,667,153 shares; 0% votes against; and 0% abstentions, the election, pursuant to the Bylaws, of Mr. ROBERTO FALDINI, Brazilian, married, business administrator, holder of identity card (RG) no SSP/SP, registered in the individual taxpayers register (CPF/MF) under no , with business address at Av. Queiroz Filho, nº 1560, Bloco 5, Torre Sabiá, 3º andar, Vila Hamburguesa, in the city and state of São Paulo, to serve on the Board of Directors of the Company as Independent Director, as defined in the Novo Mercado Regulations of BM&FBOVESPA, for a term ending at the Annual Shareholders Meeting that will consider and vote on the financial statements for fiscal year ending December 31, The investiture of the Director elected herein will be formalized after he submits the following: (i) instrument of investiture, drawn up in the respective record, containing declarations of compliance with applicable laws and regulations; (ii) the clearance certificate, for the purposes of Article 147 of Federal Law 6,404/76 and Article 2 of CVM Instruction 367/02; and (iii) the declaration of the securities held by him and issued by the Company and its subsidiaries or companies of the same group, pursuant to Article 157 of Federal Law 6,404/76. The Meeting chairman hereby clarifies that: a) considering the resignation submitted to the Management of the Company on this date by director Herculano Aníbal Alves, Brazilian, married, economist, registered in the individual taxpayers register (CPF/MF) under no , holder of identity card (RG) no SSP/SP; and b) in light of the decision taken by the Board of Directors, also on this date, to leave vacant the position of the resigning director until the 2017 Annual Shareholders Meeting, the Board of Directors will consist of nine (9) sitting members. VII. Closure: There being no further business to discuss, these minutes were drawn up, read, approved and signed by all those present. São Paulo, November 7, PRESIDING BOARD: Heraldo Geres Chairman Ricardo Araújo Rocha Secretary

3 SHAREHOLDERS PRESENT: MMS PARTICIPAÇÕES LTDA. MARCOS ANTONIO MOLINA DOS SANTOS MARCIA APARECIDA PASCOAL MARÇAL DOS SANTOS BNDES PARTICIPAÇÕES S.A. - BNDESPAR p.p. Juliane Fonseca e Silva ACADIAN EMERGING MARKETS SMALL CAP EQUITY FUND LLC; ADVANCED SERIES TRUST - AST GOLDMAN SACHS MULTI-ASSET PORTFOLIO; ADVANCED SERIES TRUST - AST PARAMETRIC EMERGING MARKETS EQUITY PORTFOLIO; ADVANCED SERIES TRUST : AST J.P. MORGAN STRATEGIC OPPORTUNITIES PORTFOLIO; AMERICAN AIRLINES INC., MASTER FIXED BENEFIT PENSION TRUST; BRANDES CANADA EMERGING MARKETS EQUITY UNIT TRUST; BRANDES GLOBAL OPPORTUNITIES VALUE FUND; BRANDES INSTITUTIONAL EQUITY TRUST; BRANDES INTERNATIONAL SMALL CAP EQUITY FUND; BRANDES INVESTMENT PARTNERS, LP 401(K) PLAN; BRANDES INVESTMENT TRUST - BRANDES INSTITUTIONAL EMERGING MARKETS FUND; CALIFORNIA PUBLIC EMPLOYEES RETIREMENT SYSTEM; CALIFORNIA PUBLIC EMPLOYEES RETIREMENT SYSTEM; CITY OF NEW YORK GROUP TRUST;

4 CITY OF NEW YORK GROUP TRUST; CREDIT SUISSE EMERGING MARKETS EQUITY FUND; EATON VANCE COLLECTIVE INVESTMENT TRUST FOR EMPLOYEE BENEFIT PLANS - EMERGING MARKETS EQUITY FUND; EATON VANCE MANAGEMENT; EMERGING MARKETS SMALL CAPITALIZATION EQUITY INDEX FUND; EMERGING MARKETS SMALL CAPITALIZATION EQUITY INDEX NON-LENDABLE FUND; EMERGING MARKETS SMALL CAPITALIZATION EQUITY INDEX NON-LENDABLE FUND B; FIDELITY SALEM STREET TRUST: SPARTAN TOTAL INTERNATIONAL INDEX FUND; FLORIDA RETIREMENT SYSTEM TRUST FUND; IBM 401(K) PLUS PLAN; ISHARES III PUBLIC LIMITED COMPANY; ISHARES MSCI BRAZIL SMALL-CAP ETF; ISHARES MSCI EMERGING MARKETS SMALL-CAP ETF; JAPAN TRUSTEE SERVICES BANK, LTD. RE: RTB NIKKO BRAZIL EQUITY ACTIVE MOTHER FUND; MANAGED PENSION FUNDS LIMITED; NORGES BANK; NORTHERN TRUST COLLECTIVE EAFE SMALL CAP INDEX FUND-NON LENDING; NTGI - QM COMMON DAILY ALL COUNTRY WORLD EX-US INVESTABLE MARKET INDEX FUND LENDING; NTGI-QM COMMON EMERGING MARKETS SMALL CAP INDEX FUND LENDING; PARAMETRIC EMERGING MARKETS FUND; PIMCO EQUITY SERIES: PIMCO RAE FUNDAMENTAL EMERGING MARKETS FUND; PIMCO FUNDS: GLOBAL INVESTORS SERIES PLC; PIMCO RAE FUNDAMENTAL EMERGING MARKETS FUND LLC; PIONEER EMERGING MARKETS FUND; PIONEER EMERGING MARKETS VCT PORTFOLIO; PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY; SKAGEN KON-TIKI VERDIPAPIRFOND;SPDR S&P EMERGING MARKETS SMALL CAP ETF; STATE STREET BANK AND TRUST COMPANY INVESTMENT FUNDS FOR TAX EXEMPT RETIREMENT PLANS; STATE STREET BK & TR CO INV FD F TAX EXEMPT RET PLANS - MSCI EM MKTS SMALL CAP INDEX SEC LENDING FD; SUNSUPER POOLED SUPERANNUATION TRUST; SUNSUPER SUPERANNUATION FUND; THE MCGRAW HILL RETIREMENT PLAN COLLECTIVE INVESTMENT TRUST; THE MONETARY AUTHORITY OF SINGAPORE; THE PENSION RESERVES INVESTMENT MANAGEMENT BOARD; UPS GROUP TRUST; USAA EMERGING MARKETS FUND; UTAH STATE RETIREMENT SYSTEMS; VANECK VECTORS BRAZIL SMALL-CAP ETF; VANGUARD EMERGING MARKETS STOCK INDEX FUND; VANGUARD FTSE ALL-WORLD EX-US SMALL-CAP INDEX FUND, A SERIES OF VANGUARD INTERNATIONAL EQUITY INDEX FUNDS; VANGUARD TOTAL WORLD STOCK INDEX FUND, A SERIES OF VANGUARD INTERNATIONAL EQUITY INDEX FUNDS; VIRGINIA RETIREMENT SYSTEM; VOYA MULTI-MANAGER EMERGING MARKETS EQUITY FUND; WASHINGTON STATE INVESTMENT BOARD; WASHINGTON STATE INVESTMENT BOARD; WASHINGTON STATE INVESTMENT BOARD; WELLS FARGO BANK DECLARATION OF TRUST ESTABLISHING; INVESTMENT FUNDS FOR EMPLOYEE BENEFIT TRUSTS; WEST VIRGINIA INVESTMENT MANAGEMENT BOARD

5 AMUNDI FUNDS; EP TISDALE LLC; ETON PARK FUND, L.P; NEON LIBERTY EMERGING; MARKETS FUND LP; NEON LIBERTY LORIKEET MASTER FUND LP; NLCF FUND LP BUREAU OF LABOR FUNDS-LABOR PENSION FUND; BUREAU OF LABOR FUNDS- LABOR PENSION FUND; JPMORGAN FUNDS; PUBLIC EMPLOYEES RETIREMENT SYSTEM OF OHIO; PUBLIC EMPLOYEES RETIREMENT SYSTEM OF OHIO