MANAGEMENT PROPOSAL FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON APRIL 26, 2018

Transcription

1 MANAGEMENT PROPOSAL FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON APRIL 26, 2018 March 26,

2 MINERVA S.A. A Publicly-Held Company CNPJ/MF No / NIRE CVM Code MANAGEMENT PROPOSAL FOR THE ANNUAL GENERAL MEETING TO BE HELD ON APRIL 26, 2018 SUMMARY 1. PURPOSE EGM CALL NOTICE EGM VENUE INFORMATION TO ATTEND THE EGM DISTANT VOTING INSTRUMENT EGM ESTABLISHMENT RESOLUTIONS EGM MINUTES ANALYSIS OF THE MATTERS IN THE AGENDA Amendment to article 5 of the bylaws to change the number of shares of the Company s capital Consolidation of the bylaws Authorization for management CORPORATE APPROVALS DOCUMENTS FOR CONSULTATION CONCLUSIONS...12 EXHIBIT I DISTANT VOTING INSTRUMENT MODEL...13 EXHIBIT II DRAFT OF THE CONSOLIDATED BYLAWS INCLUDING THE HIGHLIGHTED AMENDMENTS...17 EXHIBIT III CONSOLIDATED BYLAWS...45 EXHIBIT IV MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS v5 /

3 MINERVA S.A. A Publicly-Held Company CNPJ/MF No / NIRE CVM Code MANAGEMENT PROPOSAL FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON APRIL 26, 2018 Dear shareholders: The management of Minerva S.A., a publicly-held company, with head office in the City of Barretos, State of São Paulo, at the extension of Avenida Antonio Manço Bernardes, s/nº, Rotatória Família Vilela de Queiroz, Chácara Minerva, CEP , with its articles of association filed with the Board of Trade of the State of São Paulo under NIRE , enrolled with the National Register of Legal Entities of the Ministry of Finance ( CNPJ/MF ) under No / , registered with the Brazilian Securities and Exchange Commission ( CVM ) as a publicly-held company, category A, under code No ( Company ), pursuant to Law No , of December 15, 1976, as amended ( Brazilian Corporate Law ), and CVM Instruction No. 481, of December 17, 2009 ( ICVM 481 ), hereby submits the following proposal to you, to be analyzed at the Company s Annual General Meeting, to be held, on the first call, on April 26, 2018, at 12 pm, at the Company s head office, in the City of Barretos, State of São Paulo, at the extension of Avenida Antonio Manço Bernardes, s/nº, Rotatória Família Vilela de Queiroz, Chácara Minerva, CEP ( EGM ), in conformity with the prevailing corporate legislation and the provisions of the Company s bylaws ( Proposal ). 1. PURPOSE The Company s Management, taking into consideration the Company s best interests, submits to the analysis, discussion and voting of the EGM the following matters included in the agenda: (i) (ii) (iii) amendment to article 5 of the bylaws to change the number of shares of the Company s capital; consolidation of the Company s bylaws; and authorization for Management to perform all acts necessary to consummate the resolutions above. Therefore, the sections below shall analyze the items listed above, contained in the v5 /

4 agenda of the Company's extraordinary general meeting, including the justifications that caused Management to prepare this Proposal. 2. EGM CALL NOTICE Under article 124 of the Brazilian Corporate Law, the general meeting shall be called by way of a call notice published, no less than three (3) times, at the newspapers normally used by the Company, containing the venue, date, time of the meeting and agenda. Under the Brazilian Corporate Law, the call notice of the general meeting of publicly-held companies shall be firstly published, within no less than fifteen (15) days before the general meeting, at the Official Gazette of the state where the Company s head office is located and in a widely circulated newspaper issued at the head office s place. In addition, art. 8 of CVM Instruction No. 559, of March 27, 2015, determines that the company issuing the shares that support the financed Depositary Receipts program shall call the General Meeting within no less than thirty (30) days in advance. In the Company s specific case, considering the issue of American Depositary Receipts financed by the Company, the general meeting was called within thirty (30) days in advance, through a publication, three (3) times, in the Official Gazette of the State of São Paulo, Estado de S. Paulo newspaper and O Diário de Barretos newspaper, all circulated in the State of São Paulo. 3. EGM VENUE Generally, general meetings are held at the building where the company's head office is located. The meeting can be held outside the head office s buildings under exceptional situations of force majeure and act of God, but even in this case, the meeting shall be held at the location where the company s head office is located (Brazilian Corporate Law, art. 124, Paragraph Two). Hence, as set forth in the corporate law, the general meeting shall be held at the building of the Company s head office, located in the City of Barretos, State of São Paulo, at the extension of Avenida Antonio Manço Bernardes, s/n.º, Rotatória Família Vilela de Queiroz, Chácara Minerva, CEP INFORMATION TO ATTEND THE EGM Under article 126 of the Brazilian Corporate Law and article 10, Paragraph Five of the Company s bylaws, in order to attend the general meeting, the shareholders shall submit the following documents to the Company: v5 /

5 (i) (ii) (iii) (iv) identity card (General Register Identity Card (RG)), the National Driver s License (CNH), passport, identity cards issued by the professional councils or service cards issued by the Public Administration bodies, provided that they show the photo of their holder); receipt of ownership of shares issued by the institution responsible for the bookkeeping of the Company s shares, which is recommended to be issued, within no more than five (5) days before the date of the General Meeting; power of attorney, in case of attendance through a representative; and/or in relation to the shareholders that hold the fungible custody of registered shares, the statement containing the respective stake, issued by the competent body. The representative of the individual shareholder shall submit a certified copy of the following documents, duly registered with the competent body (Civil Registry Office of Legal Entities or Board of Trade, as the case may be): (a) the articles of association or bylaws; and (b) the corporate instrument for election of the officer who (b.i) attends the general meeting as the representative of the legal person, or (b.ii) grants a power of attorney to a third party to represent the corporate shareholder. With respect to investment funds, unitholders shall be represented at the general meeting by the fund manager or investment advisor, subject to the provisions set forth in the fund regulation in connection with the holder of powers to exercise the voting right of the shares and assets in the fund portfolio. In this case, the representative of the fund manager or investment advisor, in addition to the abovementioned corporate documents related to the fund manager or investment advisor, shall submit a simple copy of the fund regulation, duly registered with the competent body. In relation to the attendance through a proxy, the representation powers to attend the general meeting shall have been granted less than one (1) year before, as set forth in article 126, Paragraph One of the Brazilian Corporate Law. In addition, as set forth in art. 654, Paragraph One and Paragraph Two of the Civil Code, the power of attorney shall indicate the place where it was granted, the full qualification of the grantor and grantee, the date and purpose of the grant, including the designation and extent of the powers conferred upon, containing the notarization of the grantor s signature. It shall be pointed out that (a) the natural persons who are the Company s shareholders shall only be represented at the general meeting by a proxy who is the Company s shareholder or officer, attorney or financial institution, as set forth in article 126, Paragraph One of the Brazilian Corporate 5 Law; and (b) the legal persons that are the v5 /

6 Company s shareholders can be, pursuant to CVM s decision within the scope of Case CVM RJ2014/3578, judged on November 4, 2014, be represented by a proxy retained in conformity with their articles of association or bylaws, and in accordance with the rules of the Civil Code, without the need of such person being the Company s officer, shareholder or attorney. The shareholders documents issued abroad shall be notarized by a Public Notary, legalized by the Consulate, translated by a sworn translator registered with the Board of Trade and registered with the Registry Office of Deeds and Documents, pursuant to the prevailing legislation. In the case of documents issued by signatory countries of the Convention Abolishing the Requirement of Legalization for Foreign Public Documents (Apostille Convention) of October 5, 1961, the diplomatic or consular legalization prior to August 14, 2016 shall necessarily be replaced, beginning February 14, 2017, for the apostille, pursuant to Resolution No. 228, of June 22, 2016, issued by the National Council of Justice. Hence, no document issued in a country signatory to the Apostille Convention shall be accepted without the proper apostille, regardless of the document issuance, signature or sending date. For purposes of better organization of the general meeting, pursuant to Paragraph Five, article 10 of the Company s bylaws, the Company requests the shareholders to deliver the necessary documents to attend the general meeting, within no less than seventy-two (72) hours before the meeting, to the care of the Investor Relations Department at the Company s head office. It shall be stressed that shareholders can attend the general meeting even if they do not previously deliver the documents above, it being sufficient to submit such documents at the beginning of the general meeting, as set forth in Paragraph Two, article 5 of ICVM 481/2009. However, the shareholders who elect to exercise their distant voting right at the general meeting by filling out the distant voting instrument released by the company, pursuant to item 5 hereof, shall submit the documents referred to in item 4 together with the distant voting instrument duly filled out, according to the filling-out instructions contained in item 5 hereof. Before the beginning of the general meeting, the shareholders or shareholders representatives shall sign the book of shareholders attendance, indicating their name, nationality, and place of residence, as well as the number, type and class of shares held by them, as set forth in art. 127 of the Brazilian Corporate Law v5 /

7 5. DISTANT VOTING INSTRUMENT CVM Instruction No. 561, of April 7, 2015 ( ICVM 561/15 ), which amended ICVM 481/09, regulated the distant voting in general meetings of publicly-held companies registered under category A and authorized by a market manager entity to trade shares at the stock exchange. In 2018 the adoption of the distant voting instrument became mandatory for all publicly-held companies registered under category A and authorized by a market manager entity to trade shares at the stock exchange. Therefore, the distant voting instrument was made available by the Company, as of the date hereof, at the websites of the Company ( and CVM ( and B3 S.A. Brasil, Bolsa, Balcão ( in a version that can be printed and manually completed. The distant voting instrument in Appendix I contains the matters included in the agenda of the general meeting listed in item 1 hereof. The shareholders that elected to exercise their distant voting rights at the general meeting shall fill out the distant voting instrument made available by the Company indicating whether they wish to approve, reject or abstain from voting at the resolutions described in the instrument, subject to the following procedures: a) Sending of the instrument directly to the Company After filling out the instrument, the shareholders shall send, through a mail to the address of the Company s office located in the City of São Paulo, State of São Paulo, at Rua Leopoldo Couto de Magalhães Júnior, nº 758, 8 andar, Itaim Bibi, CEP , to the care of the Company s Investor Relations Department, or to the ri@minervafoods.com, up to April 19, 2018, inclusive, the following documents: (i) (ii) a physical counterpart of the distant voting instrument concerning the general meeting, with all fields duly filled out, all pages initialed and the last page signed by the shareholder or its legal representative(s), with proper notarization of the instrument signatory s signature; and valid identity document of the shareholder or its legal representative signing the instrument, in conformity with the instructions. Pursuant to article 21-U of ICVM 481/09, the Company shall communicate to shareholders, by sending an to electronic address informed by the shareholders at the distant voting instrument, within a period of three (3) business days counted from its receipt, on the validity of the distant voting instrument and the documents accompanying v5 /

8 it. The Company shall communicate to shareholders, within the same period, the possible need to rectify or resend the instrument and/or the documents accompanying it. b) Sending through service providers As prescribed by art. 21-B of ICVM 481/09, in addition to sending the distant voting instrument directly to the Company, the shareholders can send distant voting instrument filling-out instructions to the service providers qualified to provide distant voting instrument filling-out instruction collection and transmission services, provided that such instructions are sent up to April 19, 2018, inclusive. Hence, the voting instructions can be sent through the custody agent of the holders of the Company s shares that are deposited in a central depositary company or, if the shares are held in a book-entry environment, through Itaú Corretora de Valores S.A. The custody agent and Itaú Corretora de Valores S.A. shall verify the voting instructions provided by the shareholders, but are not responsible for verifying the eligibility of the shareholder to exercise the voting right, which function shall be exercised by the Company. The shareholders shall contact their respective custody agents and Itaú Corretora de Valores S.A. to verify the procedures established by them for the issuance of the voting instructions through an instrument, as well as the documents and information required for this purpose. Such service providers shall inform to shareholders the receipt of the voting instructions or the need to rectify or resend, and shall provide for the applicable procedures and deadlines. Pursuant to ICVM 481/09, any voting instructions that differ from the same resolution and that have been issued by the same shareholder shall be disregarded, it being considered, for such purpose, the number at the Individuals Taxpayers Registry of the Ministry of Finance ( CPF/MF ) or National Register of Legal Entities of the Ministry of Finance ( CNPJ/MF ). 6. EGM ESTABLISHMENT In general, as set forth in article 125 of the Brazilian Corporate Law, the general meetings are convened, on the first call, upon the attendance of shareholders holding no less than one fourth (1/4) of the voting shares and, on the second call, any number of shareholders holding voting shares. On the other hand, the extraordinary general meetings held to vote the amendment to the bylaws shall only be convened, on the first call, upon the attendance of shareholders holding no less than two thirds (2/3) of the voting capital, in conformity with article 135 of v5 /

9 the Brazilian Corporate Law. Pursuant to article 21-V, items II and III, of ICVM 481/09, as amended by ICVM 561/2015, the following shareholders shall be considered as attending the general meetings: (i) (ii) (iii) those physically attending the meeting or represented thereat; those which distant voting instrument has been considered valid by the company, or those that have registered their attendance at the electronic distant attendance system, if provided by the Company. If it is not possible to convene the EGM on the first call, new call notices shall be opportunely published by the Company, it being understood that the EGM can be convened, on the second call, upon the attendance of shareholders holding any number of voting shares. 7. RESOLUTIONS Under article 129 of the Brazilian Corporate Law, the resolutions of the general meetings, other than the exceptions set forth in the law, shall be made through the absolute majority of the votes, not considering abstentions. Since the matters to be analyzed at the general meeting are not subject to the qualified special majority set forth in the law, the approval of the matters shall rely on the vote of the absolute majority of the shareholders attending the general meeting, not considering abstentions. Also, the following votes shall be computed at the annual general meeting, pursuant to article 21-W of ICVM 481/09 (i) included in the analytical voting instruction map provided by Itaú Corretora de Valores S.A., (ii) included in the analytical voting instruction map prepared based on the votes directly sent to the Company and (iii) cast by the shareholders attending the general meeting. In case of divergence between the votes referred to in items (i) and (ii) above, for the same CPF/MF or CNPJ/MF, the voting instruction included in the analytical map provided by Itaú Corretora de Valores S.A. shall prevail. 8. EGM MINUTES The work at the general meetings shall be documented in writing in minutes drawn up in the Book of Minutes of General Meetings, which will be signed by the members and the attending shareholders (Brazilian Corporate Law, art. 130, heading). Although it is recommended that all attending shareholders sign the minutes, the minutes shall be valid if v5 /

10 signed by the holders of shares in sufficient number to reach the necessary majority for the resolutions of the general meeting (Brazilian Corporate Law, art. 130, heading). Provided that authorized by the general meeting, the minutes can be drawn up in the form of a summary of the facts occurred, including dissenting votes and objections, containing only the transcription of the resolutions made (Brazilian Corporate Law, art. 130, Paragraph One). In this case, the documents or proposals submitted to the meeting, as well as the declarations of vote or dissenting votes, referred to in the minutes, shall be sequentially numbered, authenticated by the chair and any shareholder that so requests, and archived at the Company (Brazilian Corporate Law, art. 130, Paragraph One, a ). Additionally, the chair, as requested by the interested shareholder, shall authenticate a counterpart or copy of the proposal, declaration of vote or dissenting vote, or objection made (Brazilian Corporate Law, art. 130, Paragraph One, b ). Pursuant to the prevailing legislation, certificates of the minutes of the general meeting, duly authenticated by the chairman and secretary (Brazilian Corporate Law, art. 130, heading) shall be prepared, which shall be electronically sent to the CVM and B3 S.A. Brasil, Bolsa, Balcão ( B3 ), filed for registration with the board of trade of the state of the company s head office and published in a widely circulated newspaper (Brazilian Corporate Law, art. 135, Paragraph One; art. 289). Publicly-held companies can, provided that authorized by the general meeting, publish the minutes omitting the signatures of shareholders (Brazilian Corporate Law, art. 130, Paragraph Two.). Therefore, Management proposes the EGM minutes to be drawn up in the form of a summary of the facts occurred, obviously upon satisfaction of the abovementioned requirements, and its publication omitting the signatures of shareholders. 9. ANALYSIS OF THE MATTERS ON THE AGENDA For the better understanding of shareholders, the matters in the EGM agenda are further explained below Amendment to article 5 of the bylaws to change the number of shares of the Company s capital The Company s management proposes amending art. 5 of the bylaws to change the number of shares comprising the company s capital. Hence, and in conformity with item II, article 11 of ICVM 481, below is the report that details the origin and justification of the proposed amendment, analyzing its legal and economic effects: v5 /

11 Current Text of the Bylaws Article 5. The share capital is one hundred and thirty-four million, seven hundred and fifty-one thousand, eight hundred and twenty-three Brazilian reais and thirty-seven cents (R$134,751,823.37), fully subscribed and paid in, comprised of two hundred and thirty-nine million, eight hundred and forty-four thousand, six hundred and fifty-nine (239,844,659) registered, book-entry common shares without par value. Proposed Amendment to the Company s Bylaws Article 5. The share capital is one hundred and thirty-four million, seven hundred and fifty-one thousand, eight hundred and twenty-three Brazilian reais and thirty-seven cents (R$134,751,823.37), fully subscribed and paid in, comprised of two hundred and twenty-three million, six hundred and eighteen thousand, four hundred and fifty-nine (223,618,459) registered, book-entry common shares without par value. Justification and Impacts: Such amendment changes the number of shares comprising the Company s capital, taking into account the cancelation of shares as a result of the 2017 Share Repurchase Plan. The amendment to art. 5 of the Company s bylaws is proposed to change the number of shares comprising the company s capital, so as to reflect the cancelation of treasury shares as resolved by the Board of Directors on March 5 th, 2018, as a result of the 2017 Share Repurchase Plan, as resolved by the Board of Directors on March 20, It must be stressed that such amendment shall not impact the Company s capital, which remains unchanged Consolidation of the bylaws The consolidation of the Company s bylaws is proposed, pursuant to Appendix III, so that the shareholders and third parties interested in the Company (stakeholders) can consult one single document containing all of the Company s organizational rules Authorization for management It is proposed that the Company s management shall be authorized to perform all acts necessary to consummate the resolutions made at the EGM v5 /

12 10. CORPORATE APPROVALS The proposals for the EGM were analyzed by the Company s Board of Directors, which approved them, at the meeting held on March 5, 2018, which minutes are included in Appendix IV hereto. 11. DOCUMENTS FOR CONSULTATION All documents related to the matters proposed, to be submitted to the Company's extraordinary general meeting to be held on April 26, 2018, including, without limitation, this Proposal, are available for consultation at the website of the Company ( B3 and the Brazilian Securities and Exchange Commission at the Internet. 12. CONCLUSIONS In view of the foregoing, the Company s management submits this Proposal to your analysis and recommends its full approval. Barretos, March 26, Edivar Vilela de Queiroz Chairman of the Board of Directors v5 /

13 MINERVA S.A. A Publicly-Held Company CNPJ/MF No / NIRE CVM Code MANAGEMENT PROPOSAL FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON APRIL 26, 2018 EXHIBIT I DISTANT VOTING INSTRUMENT MODEL DISTANT VOTING INSTRUMENT OF THE EGM OF MINERVA S.A. HELD ON APRIL 26, Shareholder name and Name: 2. Shareholder CNPJ or CPF: 3. Filling-out instructions: If the shareholder elects to exercise its distant voting right, pursuant to CVM Instruction No. 481, as amended, it shall fill out this distant voting instrument ( Instrument ), which shall only be considered valid, as well as the voting therein shall only be computed in the quorum of the annual meeting, if the following conditions are satisfied: (i) all fields shall necessarily be duly filled out; (ii) All pages shall be initialed; and (iii) the last page shall be signed by the shareholder or its legal representative(s), as the case may be, pursuant to the prevailing legislation. Items (i) and (ii) above shall be filled out with the full name (or corporate name) of the shareholder and registration number with the Ministry of Finance, either legal person (CNPJ) or natural person (CPF), in addition to an address for contact. The notarization of the signatures in the Instrument, as well as in the case of foreign document, shall be necessary, and its legalization or apostille shall be required, v5 /

14 in case of document issued by the countries signatories to the Convention Abolishing the Requirement of Legalization for Foreign Public Documents (Apostille Convention) of October 5, Sending instructions: The shareholder that elects to exercise its distant voting right can (i) fill out and send this Instrument directly to the company; or (ii) provide the filling-out instructions to service providers, according to the instructions below: In the first case, the shareholder shall send to the Company, (through mail or electronic mean), up to seven days before the meeting (in the case in question up to April 19, 2018) the following documents: i) physical counterpart of the Instrument filled out, initialed, signed and with notarized signatures; and ii) authenticated copy: a) natural persons: identity document with a photo of the shareholder or its legal representative; b) legal persons: identity document with a photo of the shareholder or its legal representative; consolidated and restated articles of association/bylaws; and document that confirms representation; c) investment funds: identity document with a photo of the shareholder or its legal representative; consolidated and restated articles of association/bylaws; a document that confirms representation; last consolidated and restated fund bylaws. *The foreign documents shall be notarized and legalized, translated by a sworn translator and registered with the Registry Office of Deeds and Documents (for those arising from countries signatories to the Apostille Convention the diplomatic or consular legalization prior to August 14, 2016, replaced by apostille). - The shareholder can also send its voting instructions to the respective custody agents in accordance with the rules determined by them. The procedure for such option shall be verified with the service providers. The period for sending the instructions to the custody agents is also seven days before the meeting date. *The depositary center of B3 shall disregard conflicting instructions belonging to the same shareholder in relation to the same resolution. In turn, the company shall communicate to shareholder the receipt of the documentation and the acceptance thereof, or the need for rectification, or the rejection thereof. The lack of completion of the instrument or lack of any document mentioned above or, also, the delivery outside v5 /

15 the deadline shall give rise to the rectification, supplementation of documents or rejection of the instrument. 5. Mail and address for sending the distant voting instrument, if the shareholder wishes to deliver the document directly to the company: Investor Relations Department of Minerva S.A. Office of Minerva S.A Rua Leopoldo Couto de Magalhães Júnior, nº 758, 8º andar São Paulo, SP, CEP: NAme, physical and electronic address, telephone and person of contact at the financial institution engaged to provide the securities bookkeeping services, as applicable: Itaú Corretora de Valores S.A. Service to Shareholders Avenida Brigadeiro Faria Lima, nº 3.500, 3º andar São Paulo, SP, CEP: Telephone: (capital and metropolitan regions) (other places) 7. Voting statement: The shareholder that elects to exercise its distant voting right shall issue an opinion below on the matters addressed at the extraordinary general meeting held on April 26, 2018: 8. Amendment to article 5 of the bylaws to change the number of shares of the Company s capital. [ ] Approve [ ] Reject [ ] Abstain 9. Consolidation of the Company s bylaws. [ ] Approve [ ] Reject [ ] Abstain 10. Authorization for Management to perform all acts necessary to consummate the resolutions above. [ ] Approve [ ] Reject [ ] Abstain 11. In case of a second call of this General Meeting, can the voting instructions included herein also be considered for the holding of the Meeting on second call? [ ] Yes [ ] No v5 /

16 [Place], [date]. [Shareholders Name] v5 /

17 MINERVA S.A. A Publicly-Held Company CNPJ/MF No / NIRE CVM Code MANAGEMENT PROPOSAL FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON APRIL 26, 2018 EXHIBIT II DRAFT OF THE CONSOLIDATED BYLAWS INCLUDING THE HIGHLIGHTED AMENDMENTS BYLAWS OF MINERVA S.A. CHAPTER I CORPORATE NAME, HEAD OFFICE, JURISDICTION, PURPOSE, AND TERM Article 1. MINERVA S.A. ( Company ) is a publicly-held company governed by these Bylaws and the prevailing legislation. Paragraph One. Upon the Company s acceptance in the special listing segment called Novo Mercado of B3 S.A. Bolsa de Valores, Mercadorias e Futuros ( Novo Mercado and B3, respectively), the Company, its shareholders, Management and members of the Supervisory Board, when established, shall be subject to the provisions of the B3 s Novo Mercado Listing Rules ( Novo Mercado Rules ). Article 2. The Company s head office and jurisdiction is in the City of Barretos, State of São Paulo, at the extension of Avenida Antonio Manço Bernardes, s/n, Rotatória Família Vilela de Queiroz, Chácara Minerva, CEP , and it can open, close and change the address of branches, units, warehouses, distribution centers, offices and any other establishments in Brazil or abroad, as decided by the Executive Board, as set forth in art. 21, item IV hereof. Article 3. The Company is engaged in: I. exploring the meat and cattle raising industry, under any category, including, without limitation: (i) producing, processing, industrializing, trading, purchasing, selling, importing, exporting, distributing, benefiting and representing:

18 (a) (b) (c) (d) (e) (f) (g) cattle, sheep, pork, poultry and other livestock, alive or slaughtered, as well as beef, offal, products and byproducts deriving from the foregoing, either in a natural state, manufactured or manipulated in any form or manner; fish or other seafood products; animal- and vegetal-origin products and byproducts, either edible or not, including, without limitation, animal products (such as nutritional supplements for animal feed, balanced animal feed and meat and bone meal), spices, glycerin, grease products, personal and house cleaning and hygiene products, collagen, toiletries, cosmetics, leather byproducts and other activities related to leather preparation; proteins and food products in general, fresh or industrialized, transformed or not, for the Brazilian and foreign markets; products related to the performance of the activities listed above, such as sawing tapes, knives, hooks, uniforms and disposable accessories and appropriate packaging; sugarcane industry and crop, in own land or through agricultural partnership in third-party land, and the sale of sugar, alcohol, and byproducts; and any products related to the activities in the preceding items. (ii) establishing, installing and operating slaughterhouses, meat packing plants and industrial establishments to prepare and conserve, through any process to which they are susceptible, the meat and other products deriving from the slaughter of cattle of any kind; (iii) building, selling, installing, importing and exporting, on own account or on account of third parties, parts of machinery and equipment for use in the processing of meat and its byproducts; (iv) exploring the general warehouse business, mainly refrigerated, relating to meat and its edible byproducts and other perishables; (v) building, giving or exercising the agency or representation of meat packing plants, warehouses, factories, and producers; (vi) generating, producing, selling, importing and exporting power, biofuel and its byproducts, from animal fat, vegetable oil and byproducts and bioenergy;

19 (vii) manufacturing, selling, importing and exporting alcoholic and non-alcoholic beverages in general, including spirits, and liquefied carbon dioxide, as well as performing the activities involving the bottling of such beverages, in own or third-party establishments; and (viii) II. III. IV. producing, industrializing, distributing, selling and storing chemicals in general. providing services to third parties, including goods transportation; holding interest in other entities, in Brazil or abroad, as a partner or shareholder; and performing and adopting all legal acts that have a direct or indirect relationship with the corporate purposes. Article 4. The Company s term is indeterminate. CHAPTER II CAPITAL Article 5. Capital is one hundred and thirty-four million, seven hundred and fifty-one thousand, eight hundred and twenty-three Brazilian reais and thirty-seven cents (R$134,751,823.37), fully subscribed and paid in, comprised of two hundred and twenty-three million, six hundred and eighteen thousand, four hundred and fifty-nine (223,618,459) two hundred and twenty-nine million, eight hundred and sixty, two hundred fifty-nine ( ) registered, book-entry common shares without par value. Article 6. The Company shall be authorized, upon resolution of the Board of Directors, to increase its capital up to the limit of three hundred million (300,000,000) registered common shares, regardless of an amendment to the bylaws. Paragraph One. Within the authorized limit, the Company can, upon resolution of the Board of Directors, increase its capital regardless of any amendment to its bylaws. The Board of Directors shall define the number, price, payment term and other conditions for share issuance. Paragraph Two. Within the authorized capital limit, the Board of Directors can decide on the issuance of subscription warrants or convertible debentures. Paragraph Three. Within the authorized capital limit and according to the plan approved by the General Meeting, the Company can grant a stock option to management, employees or natural persons who provide services to it, or the management, employees or natural persons who provide services to entities under its control, to the exclusion of the preemptive right of shareholders in the grant and exercise of stock options.

20 Paragraph Four. The Company shall be prohibited from issuing founders shares. Article 7. Capital shall be exclusively comprised of common shares, it being prohibited the issuance of preferred shares, and each common share shall entitle its holder to one vote at the resolutions of the General Meeting. Article 8. All Company s shares are book-entry, held in a deposit account, in a financial institution authorized by the Brazilian Securities and Exchange Commission ( CVM ) designated by the Board of Directors, in the name of their holders, without the issuance of certificates. Sole paragraph. The cost of transfer of ownership of book-entry shares shall be directly charged from the shareholder by the bookkeeping institution, as defined in the share bookkeeping agreement subject to the maximum limits set by CVM. Article 9. At the discretion of the Board of Directors, the preemptive right in the issuance of shares, convertible debentures and subscription warrants may be excluded or reduced, which placement is made upon sale on stock exchange or public subscription, or also upon share exchange, in a public offer for acquisition of Control, as set forth in the law, within the authorized capital limit. CHAPTER III GENERAL MEETING Article 10. The General Meeting shall meet ordinarily once a year and, extraordinarily, when called pursuant to Law No , of December 15, 1976, as amended ( Brazilian Corporate Law ) or hereby. Paragraph One. The General Meeting shall be called by the Board of Directors or, in those cases provided for in the law, by shareholders or the Supervisory Board, if any, upon notice published, the first call being made within no less than fifteen (15) days in advance, and the second call, within no less than eight (8) days in advance. The period for the first call shall correspond to thirty (30) days if, on the call notice date, the Company participates in a Financed Depositary Receipts Program. Paragraph Two. The resolutions of the General Meeting shall be made upon the vote of a majority of the attending shareholders, as set forth in article 45, Paragraph One, hereof. Paragraph Three. The General Meeting that decides on the cancelation of the publicly-held company registration, or the Company s withdrawal from the Novo Mercado, shall be called within no less than thirty (30) days in advance. Paragraph Four. The General Meeting shall only decide on the matters of the agenda

21 included in the respective call notice, other than the exceptions set forth in the Brazilian Corporate Law. Paragraph Five. At the General Meetings, shareholders shall submit, within no less than seventy-two (72) hours in advance, in addition to the identity document and/or the relevant corporate documents that confirm legal representation, as the case may be: (i) receipt issued by the bookkeeping institution, within no more than five (5) days before the General Meeting date; (ii) the power of attorney with the grantor's notarized signature; and/or (iii) in relation to the shareholders participating in the fungible custody of registered shares, a statement containing the respective stake, issued by the competent body. Paragraph Six. The minutes of the General Meeting shall be drawn up in the Book of Minutes of General Meetings in the form of summaries of the facts occurred omitting signatures. Article 11. The General Meeting shall be instated and presided by the Chairman of the Board of Directors or, in his/her absence or impediment, it shall be instated and presided by another Director, Officer or shareholder appointed by the Chairman of the Board of Directors. The Chairman of the General Meeting shall appoint up to two (2) Secretaries. Article 12. The General Meeting shall be responsible for, in addition to the duties set forth in the law: I. electing and removing the members of the Board of Directors and Supervisory Board, when instated; II. setting the overall annual compensation of management, as well as of the members of the Supervisory Board, if instated; III. amending the Bylaws; IV. deciding on the winding up, liquidation, merger, spin-off, consolidation of the Company or any entity in the Company; V. assigning share bonus and deciding on possible splits and reverse splits of shares; VI. approving stock option plans offered to management, employees, or natural persons who provide services to the Company or entities controlled by the Company; VII. deciding, according to the proposal submitted by management, on the allocation of profit for the year and distribution of dividends; VIII. electing and removing the liquidator, as well as the Supervisory Board, which shall operate

22 during the liquidation period; IX. deciding on the withdrawal from B3 s Novo Mercado, in the events set forth in chapter VII hereof; X. deciding on the cancelation of the publicly-held company registration at the CVM; XI. selecting the institution or specialized company responsible for preparing the Company s share appraisal report, in case of cancelation of the publicly-held company registration or withdrawal from the Novo Mercado, as set forth in Chapter VII hereof, among the companies appointed by the Board of Directors; and XII. deciding on any matter that is submitted by the Board of Directors. CHAPTER IV MANAGEMENT BODIES Section I Common Provisions for the Management Bodies Article 13. The Company shall be managed by the Board of Directors and Executive Board. Paragraph One. The investiture of the members of the Board of Directors and Executive Board shall take place through an instrument drawn up in a specific book, signed by the manager to be invested, it being relinquished any management guarantee, and shall be contingent on the prior signature of the Instrument of Consent of the Managers, as set forth in the Novo Mercado Rules, as well as the compliance with applicable legal requirements. Paragraph Two. The managers, specifically designated as Directors, if part of the Board of Directors, and Officers, if part of the Executive Board, shall remain in their positions until the investiture of the alternates, except if otherwise decided by the General Meeting or Board of Directors, as the case may be. Paragraph Three. The positions of Chairman of the Board of Directors and the Company's Chief Executive Officer shall not be occupied by the same person. Article 14. The General Meeting shall set the overall compensation of the management, the Board of Directors being responsible for, at a meeting, setting the individual compensation of Directors and Officers. Article 15. Except for the provisions set forth herein, any of the management bodies validly meet upon the attendance of the majority of their respective members and decides on the vote of the absolute majority of the attending members.

23 Sole paragraph. The prior call notice is only discharged as a condition of its validity if all members attend the meeting. The Directors who cast their vote through delegation on behalf of another member of the respective body, advanced written vote and written vote sent through fax, or another communication mean shall be considered as attending the meeting. Section II - Board of Directors Article 16. The Board of Directors shall be comprised of ten (10) members and respective alternates, all elected and removed by the General Meeting, with a joint term of office of two (2) years, considering each year as the period between two (2) Annual General Meetings, reelection being permitted. Paragraph One. No less than twenty percent (20%) of the Directors shall be Independent Directors, as defined in Paragraph Three of this article, expressly declared as such in the minutes of the General Meeting that elects them, it also being considered as independent the director(s) elected based on the right set forth in article 141, Paragraphs Four and Five, and article 239 of the Brazilian Corporate Law. Paragraph Two. When the satisfaction of the abovementioned percent results in a fraction number of Directors, such number shall be rounded to the whole number: (i) immediately above, when the fraction is equal to or above zero point five (0.5); or (ii) immediately below, when the fraction is below zero point five (0.5). Paragraph Three. For the purposes of this article, the term Independent Director means the Director who: (i) has no relationship with the Company, other than the stake held in the capital; (ii) is not a Controlling Shareholder (as defined in article 37 hereof), spouse or relative up to the second degree of that director, or is not or has not been, in the past three (3) years, related to the Company or entity related to the Controlling Shareholder (except for parties related to public teaching and/or research institutions); (iii) was not, in the past three (3) years, an employee of the Company, the Controlling Shareholder or company controlled by the Company; (iv) is not a supplier or buyer, either directly or indirectly, of services and/or products of the Company, in an extent that entails loss of independence; (v) is not an employee or manager of a company or entity that is offering or requiring services and/or services to/from the Company, in an extent that entails loss of independence; (vi) is not a spouse or relative up to the second degree of any Company s manager; and (vii) does not receive another compensation from the Company other than the Director s compensation (cash arising from stake held in the capital are excluded from this restriction). Paragraph Four. Upon the end of the term of office, the Directors shall remain in their positions until the investiture of the new elected members.

24 Paragraph Five. The Director or alternate cannot have access to information or attend meetings of the Board of Directors related to matters with respect to which it has or represents interests conflicting with those of the Company. Paragraph Six. The Board of Directors, for the better performance of its duties, may create committees or workgroups with defined goals, which shall act as auxiliary bodies without decision-making powers, always in order to advise the Board of Directors, being comprised of individuals appointed by the Board of Directors among the members of management and/or other parties, either directly or indirectly, related to the Company. Article 17. The Board of Directors shall have one (1) Chairman and two (2) Vice Chairmen, who shall be elected by the absolute majority of the attending votes, at the first meeting of the Board of Directors held immediately after the investiture of such members, or in the case of resignation or vacancy in those positions. Paragraph One. The meetings of the Board of Directors shall be called by the Chairman of the Board of Directors or any one of the two (2) Vice Chairmen, and shall be exclusively presided by the Chairman of the Board of Directors, except for the events where the Chairman appoints in writing another Director to preside the meeting. Paragraph Two. At the resolutions of the Board of Directors, the Chairman (or his/her alternate, as the case may be) shall be entitled to his/her own vote, and the casting vote, in the case of a voting tie. Each Director shall be entitled to one (1) vote at the resolutions of the body, it being understood that the resolutions of the Board of Directors shall be made upon the affirmative vote of the majority of the directors attending the respective meeting. Paragraph Three. In the event of temporary absence or vacancy resulting from resignation, death or any other reason set forth in the law of a member of the Board of Directors, so long as the replacement is not consummated, the respective alternate of the Director may attend and vote at the meetings of the Board of Directors. Article 18. The Board of Directors shall meet (i) at least once at every quarter, upon call notice by the Chairman of the Board of Directors or any of the two (2) Vice Chairmen of the Board of Directors, in writing, within no less than fifteen (15) days in advance, indicating the time, hour, venue, detailed agenda and documents to be considered at that meeting, if any. Any Director may, as requested in writing to the Chairman, include matters in the agenda. The Board of Directors may unanimously decide on any matter not included in the agenda of the quarterly meeting; and (ii) in special meetings, on any time, upon call notice by the Chairman of the Board of Directors or any of the two (2) Vice Chairmen of the Board of Directors, in writing, within no less than fifteen (15) days in advance, indicating the time, hour, venue, detailed agenda and documents to be considered at that meeting, if any. The Board of Directors may unanimously decide on any other matter not included in the agenda of the special meetings.

25 Paragraph One. The meetings of the Board of Directors can be held through a conference call, video conference or any other communication mean that allows the member identification and the simultaneous communication with all other individuals attending the meetings. Paragraph Two. The call notices for the meetings shall be made through written communication delivered to each Director within no less than fifteen (15) days in advance, unless the majority of the active members sets a lower period, but which shall not be below fortyeight (48) hours. Paragraph Three. All resolutions of the Board of Directors shall be included in minutes drawn up in the respective Book of Minutes of Meetings of the Board of Directors, one copy of such minutes being delivered to each of the members after the meeting. Article 19. The Board of Directors, in addition to the other duties set by the law or the Bylaws, shall be responsible for: I. setting the general course of the Company s business; II. electing and removing the Officers, as well as describing their duties; III. setting the compensation, the fringe benefits and other incentives of the Officers, within the overall compensation limit of management approved by the General Meeting; IV. inspecting the work of Officers; examining on anytime the Company s books and papers; requesting information on agreements entered into or to be entered into and any other instruments; V. selecting and removing the independent auditors, as well as calling them to provide the clarifications it considers necessary with respect to any matter; VI. analyzing the Management Report, the Executive Board s accounts, the Company s financial statements and deciding on their submission to the General Meeting; VII. approving and reviewing the annual budget, the capital budget, the business plan and the five-year plan, which shall be reviewed and approved annually, as well as preparing a capital budget proposal to be submitted to the General Meeting for purposes of earnings retention; VIII. deciding on calling the General Meeting, when convenient or in case of article 132 of the Brazilian Corporate Law; IX. submitting to the Annual General Meeting a proposal for allocation of the net profit