Contents. Management Proposal for the Extraordinary Shareholders' Meeting Appendix I Item 12.5 to of the Reference Form...
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2 Contents Management Proposal for the Extraordinary Shareholders' Meeting Appendix I Item 12.5 to of the Reference Form /9
3 Taxpayer ID (CNPJ/MF): / State Registration (NIRE): Publicly Held Company PROPOSAL FROM THE MANAGEMENT OF TO THE EXTRAORDINARY SHAREHOLDERS MEETING TO BE HELD ON NOVEMBER 7, 2016 Dear Shareholders, Marfrig Global Foods S.A. ( Company or Marfrig ) hereby submits to the Extraordinary Shareholders Meeting, to be held on November 7, 2016, at 10:00 a.m., the Management Proposal ( Proposal ), which is described below: 1. Consider and vote on increasing the number of members comprising the Board of Directors from nine (9) to ten (10). In accordance with the Novo Mercado Regulations of the Brazilian Stock Exchange (BM&FBOVESPA), Article 16 of the Bylaws and Item 3.1 of the Shareholders Agreement entered into on August 27, 2010 between MMS Participações Ltda. and BNDES Participações S.A. BNDESPAR ( Shareholders Agreement ), the Board of Directors of Marfrig Global Foods S.A. shall comprise a minimum of seven (7) members and a maximum of eleven (11) members, all elected and removed by the Shareholders Meeting, with a unified term of two (2) years, with reelection permitted. The Annual Shareholders Meeting held on April 24, 2015 voted to elect nine (9) members to the Board of Directors, for a unified term of two (2) years, to terminate upon the holding of the Annual Shareholders Meeting for Item 3.2 of the Shareholders Agreement states that BNDESPAR shall have the right to elect and maintain one (1) member on the Board of Directors, with a request based on said provision presented to the Company. In this context and in conformity with the provision of the Shareholders Agreement filed at the registered office of the Company, the Management proposes increasing the number of members forming the Board of Directors from nine (9) to ten (10). The additional member appointed by the shareholder BNDESPAR shall be an independent director in accordance with the definition set forth in the Novo Mercado Regulations of the BM&FBOVESPA. 2. The election of an independent director to the Board of Directors. The current Board of Directors of Marfrig was elected by the shareholders convened in the Annual Shareholders Meeting held on April 24, 2015, for a term of two (2) years, until the Annual Shareholders Meeting to be held in /9
4 In accordance with the aforementioned Item 3.2 of the Shareholders Agreement, BNDESPAR shall have the right to elect and maintain one (1) member on the Board of Directors of the Company. BNDESPAR appointed to the Board of Directors of the Company Mr. Roberto Faldini, whose short biography follows below, to serve as a director on the Board of Directors. In alignment with that of the other directors, the term of office of the director appointed herein shall extend until the Annual Shareholders Meeting to be held in Mr. Roberto Faldini, 68, holds a bachelor s degree in Business Administration from the School of Economics and Business Administration at the Getúlio Vargas Foundation (EAESP-FGV) and completed a non-degree program in Advanced Management at the Dom Cabral Foundation and at INSEAD Fontainebleau, a non-degree program in Entrepreneurship at Babson College Boston and a non-degree program in Corporate Governance Board Leadership TOT (Training of Trainers) at the IFC and Brazilian Corporate Governance Institute (IBGC). He is the co-founder of the IBGC, an organization dedicated to promoting corporate governance in the country, and is an associate member of the Brazilian Institute of Financial Executives (IBEF), an autarchy that promotes professional and social relationships among professionals in the financial industry. He is an executive director, shareholder and board member at Metal Leve S.A., a producer of automotive components, where he served chief financial officer and investor relations officer from 1980 to 1992 and as a board member from 1993 to He served as president of the Securities and Exchange Commission of Brazil (CVM) in He also served as the director in São Paulo of the Family Business Center (PDA) at the Dom Cabral Foundation (FDC). Over the course of his career, he has served on the board of directors or advisory boards of various companies, which include: a) Bovespa Bolsa de Valores de São Paulo; b) CPFL Companhia Paulista de Força e Luz S.A.; c) KlickNet S.A.; d) Inpar S.A.; and e) Sadia S.A./ BRF S.A. He is an arbiter on the Market Arbitration Chamber of the Brazilian Stock Exchange (BM&FBOVESPA), a member of the Content Development Board of FBN Family Business Network in Brazil and a member of the Corporate Governance and Business committees of Amcham - SP. He is currently a statutory board member of the following companies: a) VULCABRAS AZALEIA S.A. (since 2011); b) Banco BMG S.A. (since 2013); c) Grupo Everest de Hotéis (since 2013); d) Metalúrgica Golin SA since April 2016; and e) non-statutory board member of EMIBRA Indústria de Embalagens Gráficas Ltda. (since 2008). Mr. Roberto Faldini shall be elected as an independent member of the Board of Directors, provided that he fulfills all of the requirements for such stipulated in the Regulations of the Novo Mercado, the listing segment of the BM&FBOVESPA on which the stock of the Company is traded. In accordance with said Regulations, an Independent Director is characterized by: (i) not having any relationship with the Company, except for holding an interest in the capital; (ii) not being a Controlling Shareholder or the spouse or relative to the second degree thereof or not being or not having been, in the last three (3) years, linked to the company or to an entity related to the Controlling Shareholder (persons related to public education and/or research institutions are excluded from this restriction); (iii) not having been, in the last three (3) years, an employee or officer of the Company, of the Controlling Shareholder or of a subsidiary of the Company; (iv) not being a buyer or supplier, directly or indirectly, of services and/or products from or to the Company, in an volume that implies a loss of independence; 4/9
5 (v) not being an employee or manager of the company or of an entity that is engaged in supplying or demanding services and/or products to or from the Company, in a volume that implies a loss of independence; (vi) not being a spouse or relative to the second degree of any manager of the Company; and (vii) not receiving any compensation from the Company other than that related to the position of director (cash payments arising from the holding of interests in the capital are excluded from this restriction). If the election of the aforementioned nominee is approved by the shareholders convened in the Shareholders Meeting, the Board of Directors of the Company shall have six (6) independent directors out of a total of ten (10) directors. In accordance with Article 10 of CVM Instruction 481/09, the information on the nominee to serve as an independent member of the Board of Directors, which is stated in Items 12.5 to of the Reference Form in accordance with CVM Instruction 480/09, can be found in Appendix I to this Proposal. We remain available for any clarifications that may be needed. São Paulo, October 7, 2016 Marcos Antonio Molina dos Santos Chairman of the Board 5/9
6 APPENDIX I INFORMATION ON THE NOMINEE TO INDEPENDENT MEMBER OF THE BOARD OF DIRECTORS ITEMS 12.5 TO OF THE REFERENCE FORM ITEM 12.5/10 COMPOSITION AND PROFESSIONAL EXPERIENCE OF THE MANAGEMENT DIRECTORS: Name Age Profession Taxpayer ID (CPF)/ Passport Elected office Election Date Investiture Term Other positions Elected by the controlling shareholder Roberto Faldini 68 Business Administrator Independent Director 11/7/ /7/2016 ASM of No BOARD OF DIRECTORS INDEPENDENT MEMBER: Roberto Faldini CPF/MF: a. Mr. Roberto Faldini, 68, born on September 6, 1948, holds a bachelor s degree in Business Administration from the School of Economics and Business Administration at the Getúlio Vargas Foundation (EAESP-FGV) and completed a non-degree program in Advanced Management at the Dom Cabral Foundation and at INSEAD Fontainebleau, a non-degree program in Entrepreneurship at Babson College Boston and a non-degree program in Corporate Governance Board Leadership TOT (Training of Trainers) at the IFC and Brazilian Corporate Governance Institute (IBGC). He is the co-founder of the IBGC, an organization dedicated to promoting corporate governance in the country, and is an associate member of the Brazilian Institute of Financial Executives (IBEF), an autarchy that promotes professional and social relationships among professionals in the 6/9
7 financial industry. He is an executive director, shareholder and board member at Metal Leve S.A., a producer of automotive components, where he served chief financial officer and investor relations officer from 1980 to 1992 and as a board member from 1993 to He served as president of the Securities and Exchange Commission of Brazil (CVM) in He also served as the director in São Paulo of the Family Business Center (PDA) at the Dom Cabral Foundation (FDC). Over the course of his career, he has served on the board of directors or advisory boards of various companies, which include: a) Bovespa Bolsa de Valores de São Paulo; b) CPFL Companhia Paulista de Força e Luz S.A.; c) KlickNet S.A.; d) Inpar S.A.; and e) Sadia S.A./ BRF S.A. He is an arbiter on the Market Arbitration Chamber of the Brazilian Stock Exchange (BM&FBOVESPA), a member of the Content Development Board of FBN Family Business Network in Brazil and a member of the Corporate Governance and Business committees of Amcham - SP. He is currently a statutory board member of the following companies: a) VULCABRAS AZALEIA S.A. (since 2011); b) Banco BMG S.A. (since 2013); c) Grupo Everest de Hotéis (since 2013); d) Metalúrgica Golin SA since April 2016; and e) non-statutory board member of EMIBRA Indústria de Embalagens Gráficas Ltda. (since 2008). b. In the last five (5) years, Mr. Fonseca has not been subject to (i) any criminal conviction, (ii) any administrative proceeding at the Securities and Exchange Commission of Brazil (CVM) or (iii) any unappealable judicial or administrative ruling that suspended or prohibited him from practicing any professional or commercial activity FOR EACH PERSON WHO SERVED AS DIRECTOR OR AUDIT BOARD MEMBER IN THE LAST FISCAL YEAR, INDICATE, IN THE FORM OF A TABLE, THEIR PERCENTAGE PARTICIPATION IN THE MEETINGS HELD BY THE RESPECTIVE BODY IN SAID PERIOD AFTER THEIR INVESTITURE Not applicable, since Mr. Roberto Faldini did not serve as member of the Board of Directors or of the Audit Board in the last fiscal year PROVIDE THE INFORMATION MENTIONED IN SUBSECTION 12.5 FOR THE MEMBERS OF THE STATUTORY COMMITTEES AND OF THE AUDIT, RISK, FINANCIAL AND COMPENSATION COMMITTEES, EVEN IF SAID COMMITTEES OR STRUCTURES ARE NOT STATUTORY. Not applicable, since Mr. Roberto Faldini did not serve as a member of the Advisory Committees to the Board of Directors in the last fiscal year FOR EACH PERSON WHO SERVED AS A MEMBER OF THE STATUTORY COMMITTEES AND OF THE AUDIT, RISK, FINANCIAL AND COMPENSATION COMMITTEES, EVEN IF SAID COMMITTEES OR STRUCTURES ARE NOT STATUTORY, INDICATE, IN THE FORM OF A TABLE, THEIR PERCENTAGE PARTICIPATION IN THE MEETINGS HELD BY THE RESPECTIVE BODY IN SAID PERIOD AFTER THEIR INVESTITURE. 7/9
8 Not applicable, since Mr. Roberto Faldini did not serve as a member of the Advisory Committees to the Board of Directors in the last fiscal year INFORM THE EXISTENCE OF ANY MARITAL, STEADY UNION OR FAMILY RELATIONSHIP TO THE SECOND DEGREE BETWEEN: A. THE DIRECTORS, OFFICERS OR AUDIT BOARD MEMBERS OF THE ISSUER; B. (I) THE DIRECTORS, OFFICERS OR AUDIT BOARD MEMBERS OF THE ISSUER AND (II) THE DIRECTORS, OFFICERS OR AUDIT BOARD MEMBERS OF THE DIRECT OR INDIRECT SUBSIDIARIES OF THE ISSUER; C. (I) THE DIRECTORS, OFFICERS OR AUDIT BOARD MEMBERS OF THE ISSUER OR OF ITS DIRECT OR INDIRECT SUBSIDIARIES AND (II) THE DIRECT OR INDIRECT CONTROLLING SHAREHOLDERS OF THE ISSUER; D. (I) THE DIRECTORS, OFFICERS OR AUDIT BOARD MEMBERS OF THE ISSUER AND (II) THE DIRECTORS, OFFICERS OR AUDIT BOARD MEMBERS OF THE DIRECT OR INDIRECT PARENT COMPANIES OF THE ISSUER. There is no marital, steady union or family relationship to the second degree between Mr. Roberto Faldini and (a) the other directors, officers or Audit Board members of the Company; (b) the directors, officers or Audit Board members of any direct or indirect subsidiaries of the Company; (c) the direct or indirect controlling shareholders of the Company or of its direct or indirect subsidiaries; or (d) the directors, officers or Audit Board members of any direct and indirect parent companies of the Company INFORM THE EXISTENCE OF ANY RELATIONSHIPS OF SUBORDINATION, PROVISION OF SERVICES OR CONTROLS IN THE LAST THREE FISCAL YEARS BETWEEN THE DIRECTORS, OFFICERS OR AUDIT BOARD MEMBERS OF THE ISSUER AND: A. ANY DIRECT OR INDIRECT SUBSIDIARY OF THE ISSUER, WITH THE EXCEPTION OF THOSE IN WHICH THE ISSUER DIRECTLY OR INDIRECTLY HOLDS ALL OF ITS CAPITAL; B. ANY DIRECT OR INDIRECT CONTROLLING SHAREHOLDER; C. IF RELEVANT, ANY SUPPLIERS, CLIENTS, DEBTORS OR CREDITORS OF THE ISSUER, OF ITS SUBSIDIARIES OR PARENT COMPANIES OR SUBSIDIARIES OF ANY OF THESE PERSONS. There is no relationship of subordination, provision of services or controls in the last 3 fiscal years between Mr. Roberto Faldini and: (a) any direct or indirect subsidiary of the Company; (b) any direct or indirect controlling shareholder of the issuer; (c) any suppliers, clients, debtors or creditors of the Company, of its subsidiaries or parent companies or subsidiaries of any of these persons. 8/9
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