Extraordinary General Shareholders Meeting Manual

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1 Extraordinary General Shareholders Meeting Manual December 18, 2012

2 TABLE OF CONTENTS 1 - Message from the Management Legitimization and Representation of Shareholders at the General Meetings 2.1 Shareholders Individual Shareholder Corporate Shareholders Shareholders Represented by Proxy Foreign Shareholders Holders of American Depositary Shares ADSs 06 3 Convocation Notice Proposal of the Board of Directors Attach Proxy Model 13 2

3 Dear shareholders, MESSAGE FROM THE MANAGEMENT BRF is a company characterized by its widespread and diffuse shareholding control, granting equal rights and protection mechanisms to shareholders. Our shares are listed on the Novo Mercado segment of the São Paulo Stock Exchange (BM&FBovespa) and on the New York Stock Exchange (NYSE), with level III ADRs. In line with the high level of corporate governance adopted by the Company and within the transparency, homogeneity, and equity principles defined for our relationship with investors, we hereby invite Shareholders to participate in our Ordinary and Extraordinary Shareholders Meeting to be held on December 18, 2012, at 05:00 p.m., at our head office located at Jorge Tzachel, 475 Bairro Fazenda, in the city and state of Santa Catarina, Brasil. Reinforcing our attention to the information provided, we release in our Investor Relations website all the mandatory and additional documents for the understanding of the Meeting and consequent decision making, as well as this reference manual:.call Notice;.Management Proposal;.Fiscal Council Opinion;.Appraisal Report;.Electronic Proxy Voting;.Proxy Model / Proxy Statements; 3

4 We will deliberate on the following extraordinary subjects: 1. Ratify the choice of the company Ernst & Young Terco Auditores Independentes S.S., appointed by this Board of Directors to prepare the Appraisal Reports of the Companies SADIA S.A. and HELOÍSA INDÚSTRIA E COMÉRCIO DE PRODUTOS LÁCTEOS LTDA.; 2. Approve the Appraisal Reports referred to in item 1 above, as well as the Protocols and Justifications for the mergers of the companies SADIA S.A. and HELOÍSA INDÚSTRIA E COMÉRCIO DE PRODUTOS LÁCTEOS LTDA. with BRF Brasil Foods S.A.; 3. Approve the mergers of SADIA S.A. and HELOÍSA INDÚSTRIA E COMÉRCIO DE PRODUTOS LÁCTEOS LTDA. by BRF Brasil Foods S.A. with the consequent extinguishment of the merged companies; and 4. Approve the amendment of the following Articles of the Company s current By-laws: inclusion of paragraphs 1 and 2 in Article 1; Article 3, sections 4 and 6 and sole paragraph, section k; Article 5, paragraph 4; Article 13 heading and sole paragraph; Article 14, sections 4 and 6; Article 18, item 23; Article 32, paragraph 2; Article 34; Article 37 heading and paragraph 1; Article 38 heading and paragraph 1; Article 43; and Article 44; in accordance with the amendment proposal presented. We understand that the information presented herein enables shareholders to take an anticipatory position and make decisions more easily. Our Investor Relations team is prepared and at your disposal to clear any doubts or to advise you. We count on your presence at our Meetings, where we will discuss matters of importance to the Company that will influence the effective generation of value to our shareholders. Sincerely, Nildemar Secches Chairman José Antonio do Prado Fay Chief Executive Officer Leopoldo Viriato Saboya Chief Financial, Administrative and Investor Relations Officer 4

5 Shareholders LEGITIMIZATION AND REPRESENTATION OF SHAREHOLDERS AT THE GENERAL MEETINGS Individual Shareholder ID Card with picture; Statement including the respective shareholding interest, issued by the custodian bank. Corporate Shareholders Notarized copy of the latest Bylaws or consolidated articles of association, and of the corporate documentation granting powers of attorney (e.g.: minutes of the election of officers); Identification Document from the legal representative(s) with picture; Statement including the respective shareholding interest, issued by the custodian bank. Shareholders Represented by Power of Attorney In addition to the abovementioned documents, a notarized power of attorney, which must have been granted in less than 1 year to an attorney who must be a shareholder, manager of the company or lawyer; and Attorney's Identification Document with picture. PS: The corporate documentation must confirm the authority of the legal representative(s) that granted the power of attorney in the name of the corporate shareholder. Foreign Shareholders Foreign shareholders must present the same documentation as the Brazilian shareholders, except for the fact that corporate documents of the corporate shareholders and the proxies must be notarized and consularization. 5

6 Holders of American Depositary Shares ADSs ADSs holders will be represented by The Bank of New York Mellon, as the depository institution, pursuant to the terms of the Deposit Agreement signed with BRF Brasil Foods S.A.. Investor Relations Rua Hungria, > São Paulo > SP Phone: Fax:

7 CONVOCATION NOTICE EXTRAORDINARY GENERAL SHAREHOLDERS MEETING The shareholders are notified to attend the Special General Meeting to be held at 05:00 p.m., on December 18, 2012, at the head offices of the Company, at Rua Jorge Tzachel, 475, Itajaí Santa Catarina, Brasil, in order to resolve on the following agenda: EXTRAORDINARY GENERAL MEETING 1. Ratify the choice of the company Ernst & Young Terco Auditores Independentes S.S., appointed by this Board of Directors to prepare the Appraisal Reports of the Companies SADIA S.A. and HELOÍSA INDÚSTRIA E COMÉRCIO DE PRODUTOS LÁCTEOS LTDA.; 2. Approve the Appraisal Reports referred to in item 1 above, as well as the Protocols and Justifications for the mergers of the companies SADIA S.A. and HELOÍSA INDÚSTRIA E COMÉRCIO DE PRODUTOS LÁCTEOS LTDA. with BRF Brasil Foods S.A.; 3. Approve the mergers of SADIA S.A. and HELOÍSA INDÚSTRIA E COMÉRCIO DE PRODUTOS LÁCTEOS LTDA. by BRF Brasil Foods S.A. with the consequent extinguishment of the merged companies; and 4. Approve the amendment of the following Articles of the Company s current By-laws: inclusion of paragraphs 1 and 2 in Article 1; Article 3, sections 4 and 6 and sole paragraph, section k; Article 5, paragraph 4; Article 13 heading and sole paragraph; Article 14, sections 4 and 6; Article 18, item 23; Article 32, paragraph 2; Article 34; Article 37 heading and paragraph 1; Article 38 heading and paragraph 1; Article 43; and Article 44; in accordance with the amendment proposal presented. Pursuant to Article 13 of the By-laws, the shareholders intending to be represented by a proxy shall present the respective power of attorney by December 11, 2012, date which precedes by at least five (5) business days the date of the Shareholders Extraordinary General Meeting, at Rua Hungria, 7

8 1,400 5 th floor, Jardim Europa, CEP , São Paulo-SP, to the Investor Relations area. The Shareholders participants in the fungible custody of shares shall present, on the date of the Shareholders Extraordinary General Meeting and as a condition of entry to the meeting, a statement issued by the institution responsible for the custody, containing the respective share ownership. The Company s shareholders interested in accessing the information or clarifying inquiries regarding the proposals above should contact the Company s Investor Relations area, at the following phone numbers +55 (11) /5050/5048/5049/5051/5052/5037 or by All documents pertaining to this Meeting are available to the shareholders at the Company s website: (www.brasilfoods.com.br/ri), as well as the system of proxies to enable shareholders to participate. Copies of the documents will also be available at the websites of the Comissão de Valores Mobiliários (Securities and Exchange Commission of Brazil) (www.cvm.gov.br), and BM&FBOVESPA S.A. - Bolsa de Valores Mercadorias e Futuros (Stock Exchange and Mercantile & Futures Exchange) (www.bmfbovespa.com.br) as of this date. Additionally, the Meeting shall be transmitted by video conference to the São Paulo office, located at Rua Hungria, 1,400 5 th floor, Jardim Europa, for shareholders who so prefer. São Paulo (SP), November 12, Nildemar Secches Chairman 8

9 PROPOSAL OF THE BOARD OF DIRECTOR TO THE EXTRAORDINARY GENERAL SHAREHOLDERS MEETING Dear Shareholders, The Board of Directors of BRF Brasil Foods S.A. ( BRF or Company ) hereby presents the following proposals to the Shareholders, to be submitted to the Extraordinary Shareholders General Meeting of the Company to be held on December 18, 2012: 1. Ratify the choice of the company Ernst & Young Terco Auditores Independentes S.S., appointed by this Board of Directors to prepare the Appraisal Reports of the companies SADIA S.A. and HELOÍSA INDÚSTRIA E COMÉRCIO DE PRODUTOS LÁCTEOS LTDA.; The management of the Company hired Ernst & Young Terco Auditores Independentes S.S. as the sole appraiser of the companies SADIA S.A. ( Sadia ) and HELOÍSA INDÚSTRIA E COMÉRCIO DE PRODUTOS LÁCTEOS LTDA. ( Heloisa ), in order to obtain accounting appraisals of the net equity of these companies. Considering the qualification of the company contracted and its independence in relation to the parties involved, the Management proposes that the Shareholders ratify the contracting of Ernst & Young Terco Auditores Independentes S.S. as a specialized company to prepare the Appraisal Reports. The main information on this company is described in Attachment I hereto, in accordance with Attachment 21 of CVM Instruction Approve the Appraisal Reports referred to in item 1 above, as well as the Protocols and Justifications for the mergers of the companies SADIA S.A. and HELOÍSA INDÚSTRIA E COMÉRCIO DE PRODUTOS LÁCTEOS LTDA. with BRF Brasil Foods S.A.; The Company s Management recommends that the Shareholders approve: (i) the Appraisal Reports, which are part of this Proposal as Attachment II and Attachment III; and (ii) the Protocols and Justifications of the Merger of Sadia and Heloisa with BRF, which present all the operational aspects 9

10 relevant to the mergers, as well as their respective justifications (Attachment IV and Attachment V). 3. Approve the mergers of SADIA S.A. and HELOÍSA INDÚSTRIA E COMÉRCIO DE PRODUTOS LÁCTEOS LTDA. with BRF Brasil Foods S.A. with the consequent extinguishment of the merged companies; and The merger of Sadia, which is fully owned by BRF, represents the last stage in a process that began on May 19, 2009, with the execution of an association agreement between BRF (then called Perdigão S.A.) and Sadia, seeking to unify the operations of the Company with Sadia. The principal objective of the merger is the full integration of the businesses of Sadia and BRF, to maximize synergy, rationalize activities, and thus reduce administrative and operational costs, increase productivity and simplify BRF s corporate structure. The merger of Heloisa, which is fully owned by BRF, is part of a process of corporate and business restructuring involving BRF and Heloisa, and its principal objective is to maximize synergy and rationalize activities with the consequent reduction of administrative and operational costs and simplification of BRF s corporate structure. Thus, the Company s Management recommends that the Shareholders approve the mergers of Sadia and Heloisa with BRF. 4. Approve the amendment of the following Articles of the Company s current By-laws: inclusion of paragraphs 1 and 2 in Article 1; Article 3, sections 4 and 6 and sole paragraph, section k; Article 5, paragraph 4; Article 13 heading and sole paragraph; Article 14, sections 4 and 6; Article 18, item 23; Article 32, paragraph 2; Article 34; Article 37 heading and paragraph 1; Article 38 heading and paragraph 1; Article 43; and Article 44; in accordance with the amendment proposal presented. As a result of the merger of Sadia with BRF, it is necessary to amend Article 3 of the By-laws, which governs the BRF s corporate purpose, to add some activities that are contemplated in Sadia s corporate purpose. The approval of this matter at the shareholders meeting will not entitle dissident shareholders to the right of dissent nor to reimbursement for their shares, since: (i) the activities listed are already indirectly conducted by BRF, through Sadia, its wholly owned subsidiary; (ii) these activities will not modify the area of business and main activity of BRF; and (iii) the 10

11 amendment is necessary as a result of the merger with Sadia. For these reasons, the activities included shall be considered as a mere consequence or complement to the corporate purpose already described in BRF s By-laws and are inherent to the Company s business. The purpose of the following amendments to the By-laws, which are complementary to those made at the Company s Ordinary and Extraordinary Shareholder s General Meeting held on April 24, 2012, is to improve the wording of some of the provisions of the By-laws and to comply with demands made by BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e Futuros ( BM&FBOVESPA ): (i) inclusion of paragraphs 1 and 2 in Article 1; (ii) Article 3, sections 4 and 6 and sole paragraph, section k; (iii) Article 5, paragraph 4; (iv) Article 13 heading and sole paragraph; (v) Article 14, sections 4 and 6; (vi) Article 18, item 23; (vii) Article 32, paragraph 2; (viii) Article 34; (ix) Article 37 heading and paragraph 1; (x) Article 38 heading and paragraph 1; (xi) Article 43; and (xii) Article 44; in accordance with the amendment proposal presented. No legal or economic effects for the Company are foreseen as a result of the amendments now proposed, given that: (i) the amendment of Article 3 is a mere consequence of the merger with Sadia; and (ii) the amendment of the other articles indicated above results from demands by BM&FBOVESPA, which shall be complied with by the Company, also in accordance with the Listing Regulation of Novo Mercado. Thus, the Company s Management recommends that the Shareholders approve the amendments indicated above, as detailed in Attachment VI to this Proposal. This is what the Board has to propose and expects shareholders will evaluate and approve. The Company s shareholders who are interested in accessing the information or clarifying inquiries regarding the proposals above should contact the Company s Investor Relations area, at the following phone numbers +55 (11) /5050/5048/5049/5051/5052/5037 or by All of the documents pertaining to this Meeting are available to the shareholders at the following websites: (i) the Company s (www.brasilfoods.com.br/ri), (ii) Comissão de Valores Mobiliários (Securities and Exchange Commission of Brazil) (www.cvm.gov.br), and (iii) 11

12 BM&FBOVESPA S.A. - Bolsa de Valores Mercadorias e Futuros (Stock Exchange and Mercantile & Futures Exchange) (www.bmfbovespa.com.br). São Paulo (SP), November 12, 2012 Nildemar Secches Chairman Paulo assunção de Sousa Vice-chairman Allan Simões Toledo Décio Da Silva José Carlos Reis Magalhães Neto Luís Carlos Fernandes Afonso Luiz Fernando Furlan Manoel Cordeiro Silva Filho Pedro de Andrade Faria Walter Fontana Filho Electronic Proxy Voting 12

13 POWER OF ATTORNEY Through the intermediary of this private instrument, [ Shareholder ], [ nationality ], [ civil status ], [ occupation ], bearer of the identity document, number [ ] [ issuing entity ], registered in the Brazilian tax register (CPF/MF) under number [ ], resident and domiciled at [ full address, including district, city, state and CEP(ZIP code) ] ( Principal ), nominates and constitutes as their attorney-in-fact Messrs/Mesdames Silvia Eduarda Ribeiro Coelho, Brazilian, widow, attorney, OAB/SP n , CPF n , Lola Pergher, Brazilian, married, attorney, OAB/SP n , CPF nº , with powers, acting in isolation and independently of the order of nomination, to represent the Principal in the position of holder of [ ] ([ number of shares in words ]) common shares of BRF Brasil Foods S.A., a publicly held company registered in the corporate tax register (CNPJ/MF) under number / , with registered offices at Rua Jorge Tzachel, 475, Bairro Fazenda, in the city Itajaí, state of Santa Catarina, CEP ( Company ), in the Extraordinary General Meeting to be held at [5:00 p.m.] on December 18, 2012 at the corporate headquarters of the Company, signing the Shareholders Presence Register of the Company and the minutes of the Extraordinary General Meeting for the specific purpose of voting in strict conformity with the following guidance: (i) Ratify the choice of the company Ernst & Young Terco Auditores Independentes S.S., appointed by this Board of Directors to prepare the Appraisal Reports of the Companies SADIA S.A. and HELOÍSA INDÚSTRIA E COMÉRCIO DE PRODUTOS LÁCTEOS LTDA.; In Favor Against Abstention [ ] [ ] [ ] Mark with an X in the box of your choice above. 13

14 (ii) Approve the Appraisal Reports referred to in item 1 above, as well as the Protocols and Justifications for the mergers of the companies SADIA S.A. and HELOÍSA INDÚSTRIA E COMÉRCIO DE PRODUTOS LÁCTEOS LTDA. with BRF Brasil Foods S.A.; In Favor Against Abstention [ ] [ ] [ ] Mark with an X in the box of your choice above. (iii) Approve the mergers of SADIA S.A. and HELOÍSA INDÚSTRIA E COMÉRCIO DE PRODUTOS LÁCTEOS LTDA. by BRF Brasil Foods S.A. with the consequent extinguishment of the merged companies; and In Favor Against Abstention [ ] [ ] [ ] Mark with an X in the box of your choice above. (iv) Approve the amendment of the following Articles of the Company s current By-laws: inclusion of paragraphs 1 and 2 in Article 1; Article 3, sections 4 and 6 and sole paragraph, section k; Article 5, paragraph 4; Article 13 heading and sole paragraph; Article 14, sections 4 and 6; Article 18, item 23; Article 32, paragraph 2; Article 34; Article 37 heading and paragraph 1; Article 38 heading and paragraph 1; Article 43; and Article 44; in accordance with the amendment proposal presented. In Favor Against Abstention [ ] [ ] [ ] Mark with an X in the box of your choice above. The attorneys-in-fact hereby nominated have no right or obligation whatsoever to take any other measures in the name of the Principal not expressly provided for in this instrument or which are necessary to its full compliance. 14

15 This power of attorney, which may be delegated in full or partially, shall be valid for the aforementioned Extraordinary General Meeting, whether installed upon the first convening notice or upon the second convening notice. Day [ ] [ month ] [ Shareholder ] 15

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