MARFRIG GLOBAL FOODS S.A. Publicly Traded Company Taxpayer ID (CNPJ/MF): / (BM&FBOVESPA: MRFG3)

Transcription

1 MARFRIG GLOBAL FOODS S.A. Publicly Traded Company Taxpayer ID (CNPJ/MF): / (BM&FBOVESPA: MRFG3) NOTICE ON THE CAPITAL INCREASE OF THE COMPANY APPROVED BY THE BOARD OF DIRECTORS ON JUNE 27, 2016 São Paulo, June 27, Marfrig Global Foods S.A. ( Marfrig or Company ), pursuant to Instruction 480 issued by the Securities and Exchange Commission of Brazil (CVM) on December 7, 2009, as amended ( ICVM 480 ), announces to the general market that today, the Board of Directors of the Company convened and approved the Capital Increase within the limit of authorized capital, pursuant to Article 6 of the Company s Bylaws, to meet the needs of the stock option plan in force ( Stock Option ), upon the issue of new common shares of the Company. The Board of Directors approved the issue of 120,419 new common shares in the overall amount of R$ 312, Accordingly, the capital stock of the Corporation will increase from the current R$ 5,277,218,210.00, divided into 520,944,966 common shares, to R$ 5,277,530,731.00, divided into 521,065,385 registered common shares without par value, with the potential dilution resulting from the issue of %. In compliance with Article 30, XXXII of ICVM 480, the Company presents the information requested by the Commission in the exhibit. Eduardo Miron Chief Financial and Investor Relations Officer

2 EXHIBIT 30-XXXII ICVM 480 I II III IV V Capital Increase arising from the Stock Option Plan of the Company Date of the shareholders meeting that approved the stock option plan Value of the capital increase and of the new capital Number of shares issued of each type and class Issue price of the new shares Price of the shares of each type and class of the issuer The Extraordinary Shareholders' Meeting of the Company held on May 29, 2009 approved, among other matters, the Stock Option Plan of the Company ( Stock Option ). The Specific Company Programs ( Specific Programs") were approved by the Board of Directors in the meetings held on March 27, 2013 (Specific Program VI /2012), August 12, 2014 (Specific Program VII /2013 and Specific Program VIII /2014), and June 24, 2014 (Specific Program IX /2015). The shares issued within the limit of authorized capital to meet the Stock Option Plan. Capital increase in the total amount of three hundred twelve thousand, five hundred twenty one reais (R$312,521), from the current five billion, two hundred seventy seven million, two hundred eighteen thousand, two hundred ten reais (R$ 5,277,218,210.00) to five billion, two hundred seventy seven million, five hundred thirty thousand, seven hundred thirty one reais (R$ 5,277,530,731.00). The objective of the capital increase is to meet the exercise of stock options under the Specific Programs VI /2012; VII /2013; VIII -2013/2014 and IX /2015, whose details are described in the specific section of the Company s Reference Form. Issue of one hundred twenty thousand, four hundred and nineteen (120,419) new book-entry, registered common shares without par value ( Shares ). Increasing from the current five hundred twenty million, nine hundred forty four thousand and nine hundred sixty six (520,944,966) registered common shares without par value to five hundred twenty one million, sixty five thousand and three hundred eighty five (521,065,385) registered common shares without par value. The shares will be paid up in cash, upon subscription, in local currency, by the beneficiaries of the eligible Stock Option Plan. The common shares issued will entitle their holders the same rights granted to the shares of the same species, according to the provisions of the Law 6,404 of December 15, 1976, as amended ("Law of Corporations") and the Company's Bylaws. R$ 2.60

3 in the markets in which they are traded, indicating:

4 a) b) Minimum, average and maximum quote in each year for the past three (3) years; Minimum, average and maximum quote in each quarter, for the past two (2) years; From May 24, 2016 to May 24, 2015 Minimum: R$ 4.99/share Average: R$ 6.19/share Maximum: R$ 7.17/share From May 24, 2015 to May 24, 2014 Minimum: R$ 3.86/share Average: R$ 5.46/share Maximum: R$ 7.60/share From May 24, 2014 to May 24, 2013 Minimum: R$ 3.60/share Average: R$ 5.16/share Maximum: R$ 7.72/share Quarter ended March 31, 2016 Minimum: R$ 5.48/share Average: R$ 6.17/share Maximum: R$ 6.90/share Quarter ended December 31, 2015 Minimum: R$ 5.84/share Average: R$ 6.40/share Maximum: R$ 6.98/share Quarter ended September 30, 2015 Minimum: R$ 4.99/share Average: R$ 6.02/share Maximum: R$ 7.17/share Quarter ended June 30, 2015 Minimum: R$ 3.86/share Average: R$ 4.38/share Maximum: R$ 5.70/share Quarter ended March 31, 2015 Minimum: R$ 3.98/share Average: R$ 4.72/share Maximum: R$ 5.66/share Quarter ended December 31, 2014 Minimum: R$ 5.13/share Average: R$ 5.99/share Maximum: R$ 7.17/share

5 Quarter ended September 30, 2014 Minimum: R$ 5.83/share Average: R$ 6.67/share Maximum: R$ 7.60/share Quarter ended June 30, 2014 Minimum: R$ 4.15/share Average: R$ 4.97/share Maximum: R$ 6.15/share Minimum, average and maximum quote in each month, for the past six (6) months; and From May 24, 2016 to June 24, 2016 Minimum: R$ 5.70/share Average: R$ 6.05/share Maximum: R$ 6.54/share From April 24, 2016 to May 24, 2016 Minimum: R$ 6.15/share Average: R$ 6.35/share Maximum: R$ 6.55/share c) From March 24, 2016 to April 24, 2016 Minimum: R$ 6.29/share Average: R$ 6.54/share Maximum: R$ 6.85/share From February 24, 2016 to March 24, 2016 Minimum: R$ 5.97/share Average: R$ 6.49/share Maximum: R$ 6.90/share d) Average quote in the past ninety (90) days; From January 24, 2016 to February 24, 2016 Minimum: R$ 5.60/share Average: R$ 5.99/share Maximum: R$ 6.48/share From December 24, 2015 to January 24, 2016 Minimum: R$ 5.48/share Average: R$ 5.90/share Maximum: R$ 6.35/share From February 17, 2016 to May 24, 2016 Minimum: R$ 5.70/share

6 VI Potential percentage dilution resulting from the issue. Average: R$ 6.33/share Maximum: R$ 6.90/share %