MARFRIG GLOBAL FOODS S.A. A Public Company Taxpayer ID (CNPJ/MF) / State registration (NIRE)

Transcription

1 A Public Company Taxpayer ID (CNPJ/MF) / State registration (NIRE) FREE TRANSLATION MINUTES OF THE ANNUAL GENERAL MEETING HELD ON APRIL 24, 2015 I. Date, Time and Place. Meeting held on April 24, 2015, at 10 a.m., in the registered office premises of Marfrig Global Foods S.A. ( Company ), located at Avenida Chedid Jafet 222, Tower A, 5 th floor, Suite 01, district of Vila Olimpia, in the City of São Paulo, State of São Paulo, Postal Code (CEP) II. Call Notice. Call notice published in the issues dated March 23, 24 and 25, 2015, of the Valor Econômico newspaper (pages A-10, A-6, and A-5, respectively) and in the issues dated March 24, 25 and 26, 2015, of the Official Gazette of the State of São Paulo (pages 49, 107 and 49, respectively). Additionally, the documents required under CVM Ruling No. 481 dated 2009 were released to the market on the Internet. III. Published Documents. The Management s Annual Report and the Financial Statements as of and for the year ended December 31, 2014, in conjunction with the related notes and the independent auditors report prepared by BDO.RCS Auditores Independentes, and the opinions of the Fiscal Council and the Audit Committee have been published in the issue dated March , of the Valor Econômico newspaper (pages A-13 through A-28) and the issue dated March 3, 2015, of the Official Gazette of the State of São Paulo (pages 2 through 16). IV. Attendance. Attendance by holders of record interested in common shares representing over fifty percent (50%) of the voting and total capital stock of the Company, as per signatures affixed to the Shareholders Attendance List in the proper register. Also in attendance of the meeting, as Management s representatives, were Mr. Ricardo Florence dos Santos - Chief Administrative and Financial Officer, and Mr. Heraldo Geres - General Counsel. In addition, Messrs. Augusto Rocha Pocetti, Roberto Lamb and Axel Erhard Brod attended the meeting in the capacity of effective fiscal council members, while Messrs. Esmir de Oliveira and Luiz Gustavo Pereira dos Santos attended as representatives of the independent audit firm of BDO RCS Auditores Independentes. V. Presiding Officers. Mr. Ricardo Florence dos Santos, Chairman; Mr. Heraldo Geres, Secretary. VI. Agenda. (I) Receiving the management s annual report; reviewing and judging the financial statements as of and for the year ended December 31, 2014; (II) Determining the number of active board of directors seats, in line with the main provision of article 16 of the Bylaws; (III) Electing the members of the Board of Directors; (IV) Electing the Fiscal Council members; (V) Ratifying the amounts paid to directors and officers by way of aggregate annual compensation in the year ended December 31, 2011; and (VI) Setting the aggregate compensation of directors, officers and fiscal council members for VII. Decisions. After a voting process carried out with abstentions from persons legally ineligible 1/5

2 to vote and other attendees, and having regard to existing voting instructions, the shareholders decided as set forth below, after giving authorization for these summary minutes to be drawn up and published without the list of attending shareholders, as permitted under article 130, paragraphs 1 and 2, of Brazilian Corporate Law (Law No. 6,404/76, as amended). (I) By unanimous affirmative vote of the attendees, observing abstentions, and without objections, the shareholders approved the management s annual report and the financial statements as of and for the year ended December 31, 2014, in conjunction with the related notes, the independent auditors report prepared by BDO RCS Auditores Independentes, and the opinions of the Fiscal Council and the Audit Committee of the Company; (II) By a majority affirmative vote of the attendees, observing abstentions, the shareholders resolved the Board of Directors is to be composed of a total of nine (9) members; (III) By a majority affirmative vote of the attendees, observing abstentions, the shareholders elected the following members of the Board of Directors for a unified two-year term ending as of the date of the annual shareholders meeting to convene in 2017, all of whom are to take office upon signing the investiture instrument in the proper register. The non-independent directors elected to serve on the Board are Mr. Marcos Antonio Molina dos Santos, a Brazilian citizen, married, businessman, bearer of Identity Card RG No SSP/SP, enrolled with the Individual Taxpayers Registry of the Ministry of Finance under CPF/MF No , resident and domiciled in the City of São Paulo, State of São Paulo, with offices at Avenida Chedid Jafet 222, Tower A, 5 th floor, district of Vila Olimpia, Postal Code (CEP) , who was appointed to serve as Chairman of the Board of Directors; Ms. Marcia Aparecida Pascoal Marçal dos Santos, a Brazilian citizen, married, businesswoman, bearer of Identity Card RG No SSP/SP, enrolled with the Individual Taxpayers Registry of the Ministry of Finance under CPF/MF No , resident and domiciled in the City of São Paulo, State of São Paulo, with offices at Avenida Chedid Jafet 222, Tower A, 5 th floor, district of Vila Olimpia, Postal Code (CEP) ; Mr. Rodrigo Marçal Filho, a Brazilian citizen, married, businessman, bearer of Identity Card RG No SSP/SP, enrolled with the Individual Taxpayers Registry of the Ministry of Finance under CPF/MF No , resident and domiciled in the City of São Paulo, State of São Paulo, with offices at Avenida Chedid Jafet 222, Tower A, 5 th floor, district of Vila Olimpia, Postal Code (CEP) ; and Alain Emile Henri Martinet, a French citizen, married, business administrator, bearer of French Passport No. 11AX341352, enrolled with the Individual Taxpayers Registry of the Ministry of Finance under CPF/MF No , resident and domiciled in the City of Buenos Aires, Argentina, at Rua Carlos Pellegrini 1253, 4 th floor, Postal Code The independent directors elected to serve on the Board are Mr. Antonio dos Santos Maciel Neto, a Brazilian citizen, married, engineer, bearer of Identity Card RG No SSP/PR, enrolled with the Individual Taxpayers Registry of the Ministry of Finance under CPF/MF No , resident and domiciled in the City of São Paulo, State of São Paulo, with offices at Avenida Chedid Jafet 222, Tower A, 5 th floor, district of Vila Olimpia, Postal Code (CEP) ; Mr. David G. McDonald, a U.S. citizen, married, business administrator, bearer of U.S. Passport No , enrolled with the Individual Taxpayers Registry of the Ministry of Finance under CPF/MF No , resident and domiciled in the United States of America, with offices at 1225 Corporate Boulevard, Aurora, Illinois 60605, United States of America; Mr. Marcelo Maia de Azevedo Correa, a Brazilian 2/5

3 citizen, married, civil engineer, bearer of Identity Card RG No IFP/RJ, enrolled with the Individual Taxpayers Registry of the Ministry of Finance under CPF/MF No , resident and domiciled in the City of Rio de Janeiro, State of Rio de Janeiro, with offices at Rua Visconde de Pirajá 430, district of Ipanema, Postal Code (CEP) ; Mr. Carlos Geraldo Langoni, a Brazilian citizen, married, economist, bearer of Identity Card RG No IFP/RJ, enrolled with the Individual Taxpayers Registry of the Ministry of Finance under CPF/MF No , resident and domiciled in the City of Rio de Janeiro, State of Rio de Janeiro, with offices at Praia de Botafogo 440, 8 th floor, district of Botafogo, Postal Code (CEP) ; and Mr. Herculano Aníbal Alves, a Brazilian citizen, married, economist, enrolled with the Individual Taxpayers Registry of the Ministry of Finance under CPF/MF No , bearer of Identity Card RG No SSP/SP, resident and domiciled in the City of São Paulo, State of São Paulo, with offices at Av. Chedid Jafet 222, Tower A, 5 th floor, district of Vila Olimpia, Postal Code (CEP) The elected Directors will take office upon presenting a duly signed (i) investiture instrument drawn up in the proper register and containing the statements required under applicable law and regulations; (ii) the no-liability statement, as required under article 147 of Brazilian Corporate Law and article 2 of CVM Instruction 367/02; (iii) statement regarding ownership of securities issued by the Company, its subsidiaries or other companies within the group, as required under article 157 of Brazilian Corporate Law; and (iv) statement of adherence to the Novo Mercado Listing Regulation. (IV) By a majority affirmative vote of the attendees, observing abstentions, the shareholders elected the effective and alternate members of the Fiscal Council of the Company for a one-year term ending as of the date of the annual meeting to convene in 2016, all of whom will take office upon signing the investiture instrument in the proper register. The following persons have been elected to serve as effective fiscal council members: Mr. Eduardo Augusto Rocha Pocetti, a Brazilian citizen, married, accountant, bearer of Identity Card RG No SSP/SP, enrolled with the Individual Taxpayers Registry of the Ministry of Finance under CPF/MF No , resident and domiciled in the City of São Paulo, State of São Paulo, at Rua Wisard 192, apt.102, district of Vila Madalena, Postal Code (CEP) ; Mr. Roberto Lamb, a Brazilian citizen, married, professor, bearer of Identity Card RG No SSP/RS, enrolled with the Individual Taxpayers Registry of the Ministry of Finance under CPF/MF No , resident and domiciled in the City of Porto Alegre, State of Rio Grande do Sul, with offices at Av. Carlos Gomes 777, suite 402, district of Auxiliadora, Postal Code (CEP) ; and Mr. Axel Erhard Brod, a German citizen, divorced, business administrator, bearer of Foreigner Identity Card RNE No. W Z, enrolled with the Individual Taxpayers Registry of the Ministry of Finance under CPF/MF No , resident and domiciled in the City of Rio de Janeiro, State of Rio de Janeiro, at Rua Sacopã 852, Tower 2, apt. 203, district of Lagoa, Postal Code (CEP) And to serve as alternate fiscal council members the following persons have been elected: Mr. Peter Vaz da Fonseca, a Brazilian citizen, married, accountant, bearer of Identity Card RG No SSP/SP, enrolled with the Individual Taxpayers Registry of the Ministry of Finance under CPF/MF No , resident and domiciled in the City of São Paulo, State of São Paulo, with offices at Rua do Arouche 23, 5 th floor, district of República, Postal Code (CEP) ; Mr. Carlos Roberto de Albuquerque Sá, a Brazilian citizen, divorced, accountant and economist, bearer of Identity Card RG No IFP/RJ, enrolled with the Individual Taxpayers Registry of the Ministry of Finance under CPF/MF No , resident and domiciled in the City of São Paulo, 3/5

4 State of São Paulo, at Alameda Jauaperi 755, apt. 132, district of Moema, Postal Code (CEP) ; and Mr. Christiano Ernesto Burmeister, a Brazilian citizen, married, accountant, bearer of Identity Card RG No SSP/SP, enrolled with the Individual Taxpayers Registry of the Ministry of Finance under CPF/MF No , resident and domiciled in the City of São Paulo, State of São Paulo, at Rua Jaime Cortezão 144, Postal Code (CEP) Fiscal council members Axel Erhard Brod (effective) and Christiano Ernesto Burmeister (alternate) were elected by minority shareholder in a separate voting process, thereby exercising the prerogative foreseen under paragraph 4 of article 161 of Brazilian Corporate Law. The elected fiscal council members will take office upon presenting a duly signed (i) investiture instrument; and (ii) statement of adherence to the Novo Mercado Listing Regulation. (V) By a majority affirmative vote of the attendees, observing abstentions, the shareholders ratified the amounts paid to directors and officers by way of aggregate annual compensation in the year ended December 31, 2011, which totaled aggregate sixteen million, five hundred and forty-six thousand, six hundred and one Brazilian reais (R$16,546,601.00). (VI) By unanimous affirmative vote of the attendees, observing abstentions, the shareholders approved the aggregate annual compensation of directors, officers and fiscal council members in an amount up to twenty-seven million Brazilian reais (R$27,000,000.00), which includes benefits packages and related payroll charges. This aggregate amount breaks down into: (i) a total of nineteen million, two hundred and forty-one thousand, nine hundred and four Brazilian reais and eighty-six centavos (R$19,241,904.86) attributable to the members of the executive board of officers, (ii) six million, nine hundred and thirty-nine thousand, one hundred and five Brazilian reais and ninety-three centavos (R$6,939,105.93) attributable to the members of the board of directors, and (iii) eight hundred and eighteen thousand, nine hundred and eighty-nine Brazilian reais and twenty-one centavos (R$818,989.21) attributable to the members of the fiscal council. VIII. Closing: There being no further business to transact, these minutes were drawn up in the proper register, and subsequently read, found to conform, approved and signed by the attendees. PRESIDING OFFICERS: Ricardo Florence dos Santos Chairman; Heraldo Geres Secretary. SHAREHOLDERS IN ATTENDANCE: MMS PARTICIPAÇÕES LTDA. Proxy Maurício Manfredini; MARCOS ANTONIO MOLINA DOS SANTOS Proxy Maurício Manfredini; MARCIA APARECIDA PASCOAL MARÇAL DOS SANTOS Proxy Maurício Manfredini; RICARDO FLORENCE DOS SANTOS; AMUNDI FUNDS; NEON LIBERTY EMERGING MARKETS FUND LP; LGT MULTI MANAGER EQUITY EMERGING MARKETS (USD) ACADIAN; ROBECO CAPITAL GROWTH FUNDS; FRANKLIN TEMPLETON INVESTMENT FUNDS; PUBLIC EMPLOYEES RETIREMENT SYSTEM OF OHIO; STICHING PENSIOENFONDS VOOR HUISARTSEN; THE BOEING COMPANY EMPLOYEE RETIREMENT PLANS MASTER TRUST; VANGUARD TOTAL INTERNATIONAL STOCK INDEX FD, A SE VAN S F; ACADIAN EMERGING MARKETS SMALL CAP EQUITY FUND LLC; ACADIAN EMERGING MARKETS EQUITY FUND; ACADIAN EMERGING MARKETS EQUITY II FUND, LLC; ACADIAN TAX AWARE EMERGING MARKETS EQUITY FUND,LLC; ADVANCED SERIES TRUST - AST GOLDMAN SACHS MULTI-ASSET PORTFO; ADVANCED SERIES TRUST - AST PARAMETRIC EME PORTFOLIO; ADVANCED SERIES TRUST - AST RCM WORLD TRENDS PORTFOLIO; ADVISORS INNER CIRCLE FUND-ACADIAN E.M.PORTF; AMERICAN 4/5

5 AIRLINES, INC MASTER F. B. P. TRUST; ARIZONA PSPRS TRUST; BRANDES CANADA EMERGING MARKETS EQUITY UNIT TRUST; BRANDES INV F PUBLIC LTD COMPANY/BRANDES EMER MARK E FD; CITY OF NEW YORK GROUP TRUST; COLLEGE RETIREMENT EQUITIES FUND; EATON VANCE COLLECTIVE INVESTMENT TFE BEN PLANS EM MQ EQU FD; EATON VANCE CORP.; EMERGING MARK SMALL CAPITALIZAT EQUITY INDEX NON-LENDA FD B; EMERGING MARKETS SMALL CAPIT EQUITY INDEX NON-LENDABLE FUND; EMERGING MARKETS SMALL CAPITALIZATION EQUITY INDEX FUND; EMPLOYEES RET SYSTEM OF THE STATE OF HAWAII; ENHANCED RAFI EMERGING MARKETS LP; FIDELITY RUTLAND SQUARE TRUST II: STRATEGIC A E M FUND; FLORIDA RETIREMENT SYSTEM TRUST FUND; GLOBAL X BRAZIL CONSUMER ETF; HAND COMPOSITE EMPLOYEE BENEFIT TRUST; IBM 401 (K) PLUS PLAN; ISHARES III PUBLIC LIMITED COMPANY; ISHARES MSCI BRAZIL SMALL CAP ETF; ISHARES MSCI EMERGING MARKETS SMALL CAP ETF; ISHARES PUBLIC LIMITED COMPANY; JAPAN TRUSTEE SERVICES BK, LTD. RE: RTB NIKKO BEA MOTHER FD; LEGAL AND GENERAL ASSURANCE PENSIONS MNG LTD; MARKET VECTORS BRAZIL SMALL-CAP ETF; MELLON BANK N.A EB COLLECTIVE INVESTMENT FUND PLAN; NORGES BANK; ONTARIO PUBLIC S EMP UNION P T FUND; SAN DIEGO GAS & ELEC CO NUC FAC DEC TR QUAL; SKAGEN KON-TIKI VERDIPAPIRFOND; STATE OF OREGON; STATE OF WISCONSIN INVT. BOARD MASTER TRUST; SUNSUPER POOLED SUPERANNUATION TRUST; TEACHER RETIREMENT SYSTEM OF TEXAS; THE BOARD OF REGENTS OF THE UNIVERSITY OF TEXAS SYSTEM; THE FIRST CHURCH OF CHRIST SCIENT B MASS; THE HONEYWELL INTL INC MASTER RETIREMENT TRUST; THE MONETARY AUTHORITY OF SINGAPORE; THE WASHINGTON UNIVERSITY; TIMOTHY PLAN EMERGING MARKETS FUND; TRILOGY INVESTMENT FUNDS PLC; USAA EMERGING MARKETS FUND; UTAH STATE RETIREMENT SYSTEMS; VANGUARD TOTAL WSI FD, A SOV INTERNATIONAL EQUITY INDEX FDS; VIRGINIA RETIREMENT SYSTEM; WASHINGTON STATE INVESTMENT BOARD; WEST VIRGINIA INVESTMENT MANAGEMENT BOARD; AMUNDI ACTIONS EMERGENTS Proxy Paulo Roberto Esteves; SUL AMERICA EXPERTISE II FDO DE INV EM ACOES; RODES FUNDO DE INVESTIMENTO EM ACOES; FIA AMAZONAS; SUL AMERICA PIPE SUL ENERGIA FUNDO DE INVESTIMENTO EM ACOES; SULAMERICA EXPERTISE LONG ONLY FUND LLC Proxy Daniel Tressoldi Camargo; FUNDO FATOR SINERGIA IV FIA; FATOR SINERGIA V - FUNDO DE INVESTIMENTO EM ACOES Proxy Yannick Bergamo. FISCAL COUNCIL MEMBERS: Roberto Lamb, Eduardo Augusto Rocha Pocetti e Axel Erhard Brod. REPRESENTATIVES OF BDO RCS AUDITORES INDPENDENTES: Esmir de Oliveira e Luiz Gustavo Pereira dos Santos. MANAGEMENT REPRESENTATIVES: Heraldo Geres General Counsel e Ricardo Florence dos Santos Chief Financial and Administrative Officer. I certify this is a true copy of the minutes drawn up in the proper register. São Paulo, April 24, Heraldo Geres Secretary 5/5