MARFRIG GLOBAL FOODS S.A. Corporate Taxpayer ID (CNPJ/MF): / Company Registry (NIRE) No Publicly Held Company

Transcription

1 Corporate Taxpayer ID (CNPJ/MF): / Company Registry (NIRE) No Publicly Held Company MINUTES OF THE ANNUAL SHAREHOLDERS MEETING HELD ON APRIL 28, 2017 I. Date, Time and Place: At 10 a.m. on April 28, 2017, at the registered office of Marfrig Global Foods S.A. ( Company ), at Avenida Queiroz Filho, nº 1560, Bloco 5, Torre Sabiá, 3º Andar, Sala 301, Vila Hamburguesa, CEP , in the city of São Paulo, state of São Paulo. II. Call Notice: Call Notice was published on March 28, 29 and 30, 2017 in the newspaper Valor Econômico (pages B-17, B-11 and B-13, respectively), and on March 28, 29 and 30, 2017 in the state register Diário Oficial do Estado de São Paulo (pages 3, 44 and 67, respectively). The documents required under CVM Instruction 481/2009 were disclosed electronically to the market. III. Publications: The Annual Management Report, the Financial Statements for the fiscal year ended December 31, 2016, accompanied by the Notes and Reports issued by BDO RCS Auditores Independentes, by the Audit Board and the Audit Committee, were published on March 10, 2017 in the newspaper Valor Econômico (pages A-15 to A-30) and on March 10, 2017 in the state register Diário Oficial do Estado de São Paulo (pages 2 to 16). IV. Attendance: Shareholders representing eighty-four point sixty-five percent (84.65%) of the total and voting capital of the Company, as per the signatures in the Shareholders Attendance Book. The member of the Management of the Company, Mr. Heraldo Geres Chief Legal Officer, was also present. The sitting members of the Audit Board of the Company, Messrs. Eduardo Augusto Rocha Pocetti, Carlos Roberto de Albuquerque Sá and Axel Erhard Brod, and also the representative of BDO RCS Auditores Independentes, Mr. Esmir de Oliveira. V. Presiding Board: Chairman: Mr. Heraldo Geres; Secretary: Mr. Ricardo Araújo Rocha. VI. Agenda: (I) Receive the management accounts, examine, discuss and vote on the Financial Statements for the fiscal year ended December 31, 2016; (II) Elect the members of the Board of Directors; (III) Elect the members of the Audit Board; and (IV) Fix the overall compensation of the Directors, Officers and Members of the Audit Board for fiscal year /7

2 VII. Decisions: The following decisions were taken with the abstention of those legally prevented from voting, abstentions and voting instructions received in the Meeting, by absentee ballot and proxy, and shareholders authorized the drawing up of these meetings in the 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 Corporations Law ): (I) Approve, by unanimous vote of the shareholders present, with 99.97% votes for, represented by shares; 0.0% votes against; and 0,03% abstentions, represented by shares, without reservations, the management accounts and Financial Statements for the fiscal year ended December 31, 2016, accompanied by the Notes to the Financial Statements, the report issued by BDO RCS Auditores Independentes and the reports of the Audit Board and Audit Committee of the Company; (II) Elect, by unanimous vote of the shareholders present and including abstentions, the following members to the Board of Directors of the Company, who shall be invested in their respective positions after signing the respective instrument of investiture and serve a term of two (2) years ending on the Annual Shareholders' Meeting to be held in The following members were elected to the Board of Directors: Marcos Antonio Molina dos Santos, Brazilian, married, business owner, holder of Identification Document (RG) no SSP/SP, enrolled in the individual taxpayer register (CPF/MF) under no , Hamburguesa, in the city and state of São Paulo - CEP , to the position of Chairman of the Board of Directors; Marcia Aparecida Pascoal Marçal dos Santos, Brazilian, married, business owner, holder of Identification Document (RG) no SSP/SP, enrolled in the individual taxpayer register (CPF/MF) under no , Hamburguesa, in the city and state of São Paulo - CEP ; Rodrigo Marçal Filho, Brazilian, married, business owner, holder of Identification Document (RG) no SSP/SP, enrolled in the individual taxpayer register (CPF/MF) under no , Hamburguesa, in the city and state of São Paulo - CEP ; Alain Emile Henri Martinet, French, married, business administrator, holder of French passport no. 11AX341352, enrolled in the individual taxpayer register (CPF/MF) under no , with address at Rua Carlos Pellegrini, 1253, 4 piso, in the city of Buenos Aires, Argentina ZIP Code: 1009; and Ian David Hill, English, married, economist and rural administrator, holder of foreigner identification document (RNE) no. W M, enrolled in the individual taxpayer register (CPF/MF) under no , with address at Rua Gaivota, n.º 646, 2/7

3 apto. 132, Moema, in the city and state of São Paulo - CEP: The following were elected as independent members of the Board of Directors: Antonio dos Santos Maciel Neto, Brazilian, married, engineer, holder of Identification Document (RG) no SSP/PR, enrolled in the individual taxpayer register (CPF/MF) under no , Hamburguesa, in the city and state of São Paulo - CEP ; David G. McDonald, U.S. citizen, married, business administrator, holder of U.S. passport no , enrolled in the individual taxpayer register (CPF/MF) under no , with address at 1225 Corporate Boulevard, Aurora, Illinois 60605, United States of America; Marcelo Maia de Azevedo Correa, Brazilian, married, civil engineer, holder of Identification Document (RG) no IFP/RJ, enrolled in the individual taxpayer register (CPF/MF) under no , with address at Rua Visconde de Pirajá, nº 430, Ipanema, in the city and state of Rio de Janeiro - CEP: ; Carlos Geraldo Langoni, Brazilian, married, economist, holder of Identification Document (RG) no IFP/RJ, enrolled in the individual taxpayer register (CPF/MF) under no , with address at Praia de Botafogo, nº 440, 8º andar, Botafogo, in the city and state of Rio de Janeiro - CEP: ; Roberto Faldini, Brazilian, married, business administrator, holder of Identification Document (RG) no SSP/SP, enrolled in the individual taxpayer 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 CEP: ; and Ernesto Lozardo, Brazilian, married, business administrator, holder of Identification Document (RG) no SSP/SP, enrolled in the individual taxpayer 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 CEP: Let the record show that the election of the members of the Board of Directors was conducted in accordance with the Bylaws of the Company, and the nominees to the positions of sitting and alternate members were presented before and during this Meeting and received the following votes: 60,10% votes for, represented by shares; 0% votes against; and 39,90% abstentions, represented by shares. The members of the Board of Directors elected herein shall be invested in their positions after presenting: (i) the respective instrument of investiture, drawn up in the respective record, containing the declarations of compliance with the applicable laws and regulations; (ii) the clearance statement, in compliance with Article 147 of Brazilian Corporations Law and with Article 2 of CVM Instruction 367/02; (iii) the declaration of the securities held thereby and issued by the Company and its subsidiaries or companies of the same group, pursuant to Article 157 of Brazilian Corporations Law; and (iv) the term of consent to the Novo Mercado Listing Regulation. 3/7

4 (III) Elect, by majority vote of the shareholders present, the following members to the Audit Board of the Company, who shall be invested in their respective positions after signing the respective Instrument of Investiture and serve a term of one (1) year ending on the Annual Shareholders' Meeting to be held in The following sitting members were elected to the Audit Board: Eduardo Augusto Rocha Pocetti, Brazilian, married, accountant, identification document (RG) no SSP/SP, enrolled in the Individual Taxpayer Register (CPF/MF) under no , with address at Rua Wisard, nº 192, apartamento 102, Vila Madalena, in the city and state of São Paulo, CEP: ; Carlos Roberto de Albuquerque Sá, Brazilian, divorced, accountant, economist, identification document (RG) no IFP/RJ, enrolled in the Individual Taxpayer Register (CPF/MF) under no , resident and domiciled at Alameda Jauaperi, nº 755, apartamento 132, Moema, in the city and state of São Paulo, CEP: ; and Axel Erhard Brod, German, divorced, business administrator, identification document (RNE) no. W Z DPF/RJ, enrolled in the Individual Taxpayer Register (CPF/MF) under no , with address in the city and state of Rio de Janeiro, at Rua Sacopã, nº 852, Bloco 02, apartamento 203, Lagoa, CEP: And as their respective alternate members: Ely Carlos Perez, Brazilian, married, accountant, identification document (RG) no X, enrolled in the Individual Taxpayer Register (CPF/MF) under no , with address in the city of Jundiaí, state of São Paulo, at Rua Matias Ayres, nº 16, apartamento 21 T-1, Jardim Pitangueiras II, CEP ; Roberto Perozzi, Brazilian, married, business administrator, identification document (RG) no , enrolled in the Individual Taxpayer Register (CPF/MF) under no , with address in the city of Campinas, state of São Paulo, at Rua Dona Libânia, nº 1941, apartamento 111, Centro, CEP: ; and Christiano Ernesto Burmeister, Brazilian, married, business administrator, identification document (RG) no SSP/SP, enrolled in the Individual Taxpayer Register (CPF/MF) under no , with address at Rua Jaime Cortezão, nº 144, in the city and state of São Paulo CEP The Audit Board Members Axel Erhard Brod (sitting) and Christiano Ernesto Burmeister (alternate) were elected unanimously by the minority shareholders who chose to participate in the separate voting procedure, as permitted under Article 161, Paragraph 4 of Brazilian Corporations Law. The election of the members of the Audit Board was conducted in accordance with the Bylaws of the Company, and the nominees to the positions of sitting and alternate members were presented before and during this Meeting and received the following votes: (a) Eduardo Augusto Rocha Pocetti (sitting) and Ely Carlos Perez (alternate) who received 82.10% votes for, representing shares; 0.40% votes against, representing shares; and 14,69% abstentions representing shares; (b) Carlos Roberto de Albuquerque Sá (sitting) and Roberto Perozzi (alternate) who received 82.10% votes for, representing shares; 0.40% votes against, representing shares; and 14,69% abstentions representing shares; and (c) Axel Erhard Brod (sitting) and 4/7

5 Christiano Ernesto Burmeister (alternate) in separate election, who received shares by minority shareholders. The members of the Audit Board elected herein shall be invested in their positions after presenting: (I) the respective instrument of investiture; and (II) the term of consent to the Novo Mercado Listing Regulation. (IV) Approve, by majority vote of the shareholders present, with 45,05% votes for, represented by shares; 40,27% votes against, represented by shares; and 14,68% abstentions, represented by shares, to fix the overall annual compensation of the Managers at up to twenty-three million, six hundred fourteen thousand, four hundred thirty-two reais and ninety-eight centavos (R$ ,98), including all benefits and charges, divided as follows: (a) fifteen million, three hundred and two thousand, three hundred and four reais (R$ ,00) as compensation of the Statutory Board of Executive Officers; (b) seven million, five hundred four thousand, three hundred sixty-seven reais and fifty-three centavos (R$ ,53) as compensation of the Board of Directors; and (c) eight hundred seven thousand, seven hundred sixty-one reais and forty-five centavos (R$ ,45) as compensation of the Audit Board. These amounts are related to the period between January and December VII. Closure: There being no further business to discuss, these minutes were drawn up, read, approved and signed by all those present. Presiding Board: Heraldo Geres Chairman; Ricardo Araujo Rocha Secretary. Shareholders Present: MMS PARTICIPAÇÕES LTDA. p.p. Roberto Rocha de Jesus; MARCOS ANTONIO MOLINA DOS SANTOS p.p. Roberto Rocha de Jesus; MARCIA APARECIDA PASCOAL MARÇAL DOS SANTOS p.p. Roberto Rocha de Jesus; RICARDO FLORENCE DOS SANTOS p.p. Roberto Rocha de Jesus; NILZA NASHIRO FLORENCE DOS SANTOS p.p. Roberto Rocha de Jesus; BNDES PARTICIPAÇÕES S.A. BNDESPAR - p.p Luciana Vilela Gonçalves; FUNDO DE INVESTIMENTO JABURA ACOES - p.p. - Luiz Alfredo Ribeiro da Silva Paulin; BUREAU OF LABOR FUNDS-LABOR PENSION FUND; BUREAU OF LABOR FUNDS-LABOR PENSION FUND; FRANKLIN TEMPLETON INVESTMENT FUNDS; PUBLIC EMPLOYEES RETIREMENT SYSTEM OF OHIO; PUBLIC EMPLOYEES RETIREMENT SYSTEM OF OHIO; VANGUARD TOTAL INTERNATIONAL STOCK INDEX FUND, A SERIES OF VANGUARD STAR FUNDS p.p Martha Elza Silva do Prado; NEON LIBERTY EMERGING MARKETS FUND LP; NEON LIBERTY LORIKEET MASTER FUND LP; NLCF FUND LP - p.p Martha Elza Silva do Prado; NEON LIBERTY EMERGING MARKETS FUND LP; NEON LIBERTY LORIKEET MASTER FUND LP; NLCF FUND LP - p.p Martha Elza Silva do Prado; BUREAU OF LABOR FUNDS-LABOR PENSION FUND; BUREAU OF LABOR FUNDS- LABOR PENSION FUND; FRANKLIN TEMPLETON INVESTMENT FUNDS; PUBLIC EMPLOYEES RETIREMENT SYSTEM OF OHIO; PUBLIC EMPLOYEES RETIREMENT SYSTEM OF OHIO; VANGUARD TOTAL INTERNATIONAL STOCK INDEX FUND, A 5/7

6 SERIES OF VANGUARD STAR FUNDS - p.p Martha Elza Silva do Prado; ADVANCED SERIES TRUST - AST PARAMETRIC EME PORTFOLIO; AMERICAN HEART ASSOCIATION, INC.; BRANDES EMERGING MARKETS VALUE FUND; BRANDES GLOBAL OPPORTUNITIES FUND; BRANDES GLOBAL SMALL CAP EQUITY FUND; BRANDES INVESTMENT FUNDS P L COMPANY / BRANDES E M V FUND; BRANDES INVESTMENT TRUST - BRANDES INS EMERGING MARKETS FUND; CF DV ACWI EX- U.S. IMI FUND; COLLEGE RETIREMENT EQUITIES FUND; COMMONWEALTH OF PENNSYLV.PUB.SCHOOL EMP RET S; EATON VANCE COLLECTIVE INVESTMENT TFE BEN PLANS EM MQ EQU FD; EATON VANCE INT (IR) F PLC-EATON V INT (IR) PAR EM MKT FUND; EATON VANCE MANAGEMENT; INTERNATIONAL MONETARY FUND; KAPITALFORENINGEN INVESTIN PRO, GLOBAL EQUITIES I; LEGAL AND GENERAL ASSURANCE PENSIONS MNG LTD; NORGES BANK; PARAMETRIC EMERGING MARKETS FUND; PIMCO EQUITY SERIES PIMCO RAE FUNDAMENTAL EMERGING MARKETS F; PIMCO FUNDS GLOBAL INVESTORS SERIES PLC; PIMCO RAE FUNDAMENTAL EMERGING MARKETS FUND LLC; POLUNIN EMERGING MARKETS SMALL CAP FUND, LLC.; POWERSHARES FTSE RAFI EMERGING MARKETS UCITS ETF; RUSSELL INVESTMENT COMPANY PUBLIC LIMITED COMPANY; ST ST MSCI EMERGING MKT SMALL CI NON LENDING COMMON TRT FUND; THE MONETARY AUTHORITY OF SINGAPOR; THE REGENTS OF THE UNIVERSITY OF CALIFORNIA; TIMOTHY PLAN EMERGING MARKETS FUND; UPS GROUP TRUST; WELLINGTON DIVERSIFIED INFLATION HEDGES FUND; WELLINGTON TRUST COMPANY N.A.; ADVANCED SERIES TRUST - AST GOLDMAN SACHS MULTI-ASSET PORTFOLIO; AMERICAN AIRLINES INC., MASTER FIXED BENEFIT PENSION TRUST; ARIZONA PSPRS 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; CALIFORNIA PUBLIC EMPLOYEES RETIREMENT SYSTEM; CALIFORNIA PUBLIC EMPLOYEES RETIREMENT SYSTEM; CITY OF NEW YORK GROUP TRUST; CITY OF NEW YORK GROUP TRUST; CREDIT SUISSE EMERGING MARKETS EQUITY FUND; FIDELITY SALEM STREET TRUST: SPARTAN TOTAL INTERNATIONAL INDEX FUND; FORD MOTOR COMPANY DEFINED BENEFIT MASTER TRUST; GLOBAL X BRAZIL CONSUMER ETF; HIGHLAND COLLECTIVE INVESTMENT TRUST; IBM 401(K) PLUS PLAN; JAPAN TRUSTEE SERVICES BANK, LTD. RE: RTB NIKKO BRAZIL EQUITY ACTIVE MOTHER FUND; MANAGED PENSION FUNDS LIMITED; MEMORIAL SLOAN KETTERING CANCER CENTER; NORTHERN TRUST COLLECTIVE EAFE SMALL CAP INDEX FUND-NON LENDING; NTGI - QM COMMON DAILY ALL COUNTRY WORLD EX-US INVESTABLE MARKET INDEX FUND LENDING; PIONEER EMERGING MARKETS FUND; PIONEER EMERGING MARKETS VCT PORTFOLIO; POWERSHARES FTSE RAFI EMERGING 6/7

7 MARKETS PORTFOLIO; SCOTTISH WIDOWS INVESTMENT SOLUTIONS FUNDS ICVC- FUNDAMENTAL INDEX EMERGING MARKETS EQUITY FUND; SKAGEN KON-TIKI VERDIPAPIRFOND; SPDR S&P EMERGING LATIN AMERICA ETF; SPDR S&P EMERGING MARKETS SMALL CAP ETF; SSGA SPDR ETFS EUROPE I PLC; 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; STATE STREET MSCI ACWI EX USA IMI SCREENED NON-LENDING COMMON TRUST FUND; STATE STREET RUSSELL RAFI GLOBAL EX-U.S. INDEX NON-LENDING COMMON TRUST FUND; SUNSUPER SUPERANNUATION FUND; THE BANK OF NEW YORK MELLON EMPLOYEE BENEFIT COLLECTIVE INVESTMENT FUND PLAN; THE HARTFORD GLOBAL REAL ASSET FUND; THE PENSION RESERVES INVESTMENT MANAGEMENT BOARD; 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; WASHINGTON STATE INVESTMENT BOARD; WELLS FARGO BANK DECLARATION OF TRUST ESTABLISHING INVESTMENT FUNDS FOR EMPLOYEE BENEFIT TRUSTS; WEST VIRGINIA INVESTMENT MANAGEMENT BOARD - Shareholders who submitted absentee ballot. Audit Board Members: Eduardo Augusto Rocha Pocetti and Axel Erhard Brod. Representative of BDO RCS Auditores Independentes: Esmir de Oliveira. Representatives of the Management of the Company: Heraldo Geres Chief Legal Officer. This is a free English translation of the original minutes drawn up in the records of the Company. São Paulo, April 28, Heraldo Geres Chairman 7/7