Statute, Policies and Rules
CHAPTER I – CORPORATE NAME; REGISTERED OFFICE; PURPOSE; TERM
Article 1 – Marfrig Global Foods S/A (“Company”) is a corporation governed by applicable law and these Bylaws.
Article 2 – The Company has registered office and legal domicile in the city of São Paulo, state of São Paulo, at Avenida Queiroz Filho, nº 1.560, Bloco 5, Torre Sabiá, 3º Andar, Sala 301, Vila Hamburguesa, CEP 05319-000. The Company may open and close branches, warehouses, offices, main branches, and any other type of establishment in Brazil and elsewhere by resolution of the Board of Executive Officers.
Article 3 – The corporate purpose of the Company is (a) to operate a meatpacking business, including by handling animal slaughtering and butchering (of cattle, buffalo, horses, pigs, goats, sheep and poultry), packaging, processing and distribution of edible or non-edible animal products and by-products, including, but not limited to, manufacturing and distribution of leather products and by-products, in its own or third–parties’ establishments; (b) the purchase, sale, distribution, agency, import and export of food products in general, including alcoholic and non-alcoholic beverages, and other products; (c) the purchase and sale of livestock (cattle, buffalo, horses, pigs, goats, sheep); (d) the supply of manpower to other companies; (e) engaging in animal husbandry; (f) holding ownership interest, as partner or shareholder, in other commercial or civil companies; (g) engaging in distribution and sale of food products in general; (h) engaging in production, distribution and sale of soaps, detergents and washing preparations, disinfectants, softeners and other cleaning and hygiene products; (i) engaging in cogeneration and production and sale of energy and biodiesel; (j) operating in the financial market and in carbon market; (k) engaging in production and sale of vegetable-based products, oils, derivatives and substitutes; animal feed rations (feed and fodder), canned food and fats; and (l) transportation of its own and third-party’s products; agency and other related activities, as necessary to fulfill the corporate purpose.
Paragraph 1 – The Company may engage in business in other fields of activity correlated with the corporate purpose set forth in article 3.
Paragraph 2 – Following the admission to the Novo Mercado special listing segment of BM&FBOVESPA S.A. – Bolsa de Valores, Mercadorias e Futuros, the Brazilian Securities, Commodities and Futures Exchange (“BM&FBOVESPA”), the Company, its shareholders, directors, officers and fiscal council members are now subject to, and bound by the provisions of the Novo Mercado Listing Regulation (the “Novo Mercado Listing Regulation”).
Paragraph 3 – The provisions of the Novo Mercado Listing Regulation shall prevail over these Bylaws where in a tender offer the rights of shareholders are better served under the provisions of the Listing Regulation.
Article 4 – The Company shall have an indefinite term of duration.
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The purpose of this Financial Policy (“Policy”) is to establish the rules and
guidelines of procedures to be observed by Marfrig Global Foods S.A. and its Controlled
Companies in Brazil and Abroad (“Marfrig” or “Company”), and all their respective
employees and managers.
The purpose of this policy is to establish guidelines and rules that will define:
• The financial limits acceptable to the Company;
• The main treasury products approved;
• The methodology for monitoring and limits on debt leverage.
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This objective of this Securities Trading Policy is to establish the rules and procedures to be adopted by the company and persons related to it for transactions involving securities issued by the company, assuring for all stakeholders that any individual with access to material information* acts ethically.
*Material information is a legal term that refers to information that could have a significant influence on the price of securities issued by the company and affect investors’ decisions to sell, buy or hold said securities. (www.cvm.gov.br).
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The Policy for the Disclosure of Material Acts or Facts of the Corporation (“Disclosure Policy”) sets forth the practices for the disclosure and use of information to be observed by controlling shareholders, management and members of the Fiscal Council, if installed, as well as by those, by virtue of their position or function in the Corporation, may have knowledge of the information related to the Material Act or Fact of the Corporation, in accordance with CVM Instructions 358 and 369. The Disclosure Policy is based on the following principles and objectives.
• provide complete information to shareholders and investors;
• ensure full and immediate disclosure of Material Act or Fact;
• enable equal access to public information about the Corporation to all shareholders and investors;
• safeguard the confidentiality of the Material Act or Fact not disclosed;
• contribute to the stability and development of Brazilian capital markets;
• consolidate the practices of good corporate governance in the Corporation.
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This Policy on the Allocation of Results and Distribution of Dividends (“Policy”) establishes the guidelines, criteria and procedures for allocating the results of Marfrig Global Foods S.A. (“Company”).
The Policy is based on: (i) Federal Law 6,404, of December 15, 1976, as amended (“Brazilian Corporations Law”); (ii) corporate governance good practices established by the Brazilian Code of Corporate Governance – Publicly-Held Companies; and (iii) the general norms issued by the Securities and Exchange Commission of Brazil (“CVM”).
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This Work Instruction establishes the operating and control procedures applicable to the process of Defining the Management Compensation of Marfrig Global Foods S.A.
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This Risk Management Policy (“Policy”) establishes the rules and the guidelines for the procedures to be followed by Marfrig Global Foods S.A. and its Subsidiaries in Brazil and abroad (“Marfrig” or “Company”), and their respective employees and managers.
This Policy defines (i) the risk limits acceptable to the Company; (ii) the parameters for negotiating the products to hedge Marfrig’s exposures; (iii) the responsibilities and approval hierarchy for contracting hedge instruments; (iv) the methodology for monitoring, communicating and informing the agents involved in market risk management.
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This Policy on Related Parties Transactions and Conflicts of Interests Situations establishes the rules and procedures to be followed by Marfrig Global Foods S.A., its subsidiaries, all its employees, managers and shareholders in transactions involving related parties and conflicts of interest.
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The purpose of the Plan is to allow administrators, employees and service providers of the Company or other companies controlled by it, subject to certain conditions, to acquire shares from the Company, aiming at: (a) stimulating the expansion, success and satisfaction of its corporate purposes; (b) aligning the interests of shareholders with the interests of administrators, employees and service providers of the Company or other companies under its control; and (c) making it possible for the Company or other companies under its control to attract and maintain administrators, employees and service providers tied up to it.
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The pupose of this policy is to establish guidelines for contracting Extra-Audit Services in order to ensure the independence of the Independet Audit contracted by the Company.
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This Policy for the indication of Counselors, Committee Members and Executive Board (“Policy”) aims to establish the guidelines, criteria and minimum requirements to be observed in determining the composition of members for (I) Board of Directors; (ii) of the Board Advisory Committees and (iii) of the Statutory Board .
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ESG Policies
At Marfrig, sustainability is one of the business’ five strategic pillars, alongside financial strength, corporate governance, operational excellence and products/customers. Such protagonism reflects the importance that issues such as respect for the environment, animal welfare, natural resources conservation and human rights, among others, have in conducting its business. By inserting these issues in its management, Marfrig also strengthens and enhances the creation of natural capital value, an intangible asset strategic for the Company.
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The present policy aims to establish guidelines for animal welfare, one pillar of the Company’s sustainability platform.
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Act with social responsibility is Marfrig Global Foods’ commitment. Aware of the positive impact it may achieve through its operations – as the global leader in hamburger production and the world’s second largest animal protein company – the Company is publicly committed to several issues related to the subject, establishing clear purposes and goals to contribute to the communities surrounding the operations and to community as a whole.
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This policy guides and establish guidelines to be observed in the development of strategies and actions designed to promote the engagement of the publics with which Marfrig Global Food has a relationship with the activities and actions undertaken by the Company. It also determines criteria to adopt practices that encourage the dialogue with the stakeholders, in a way to bring new perspectives to the business management.
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The purpose of this policy is establish rules for all Marfrig units to ensure that its supply chains are free from any activities involving deforestation.
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Regiments
The purpose of this Charter (“Charter”) is to regulate the activities of the Statutory Board of Executive Officers (“Board of Executive Officers”) of Marfrig Global Foods S.A. (“Marfrig” or “Company”), define its role, determine the responsibilities of its advisory committees and regulate the relationship between the Board of Executive Officers and the other bodies of the Company, subject to the provisions of the Bylaws, the Shareholders Agreement and governing law.
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This Charter (“Charter”) regulates the activities of the Audit Board (“Board”) of Marfrig Global Foods S.A. (“Marfrig” or “Corporation”), defines its role and determines its responsibilities towards the Corporation, subject to the Bylaws, the Shareholders Agreement, the laws in force and corporate governance good practices.
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The Financial and Risk Management Committee (“Committee”) is a statutory advisory body directly connected to the Board of Directors, governed by applicable laws and regulations, as well as the Bylaws of Marfrig Global Foods S.A. (“Marfrig” or “Corporation”) and this Charter (“Charter”).
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The Financial Committee (“Committee”) is a statutory advisory body directly connected to the Board of Directors, governed by applicable laws and regulations, as well as the Bylaws of Marfrig Global Foods S.A. (“Marfrig” or “Corporation”) and this Charter (“Charter”).
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The purpose of this Charter (“Charter”) is to regulate the activities of Board of Directors (“Board”) of Marfrig Global Foods S.A. (“Marfrig” or “Company”), define its role, determine the responsibilities of its Advisory Committees and regulate the relationship between the Board and the other bodies of the Company, subject to the provisions of the Bylaws, the Shareholders Agreement and governing law.
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The Audit Committee (“Committee”) is a statutory advisory body directly connected to the Board of Directors, governed by applicable laws and regulations, as well as the Bylaws of Marfrig Global Foods S.A. (“Marfrig” or “Corporation”) and this Charter (“Charter”).
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Advise and recommend to the Board of Directors on: monitoring trends related to sustainability, analyzing the company’s externalities and socioenvironmental
impacts, analyzing and proposing policies, strategies, routines and actions, supporting the formulation and monitoring of goals, indicators and related metrics to ESG.
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Compliance
Governance Report
Stockholders’ agreements should not bind the exercising of the right to vote of any member of management or supervisory and control bodies.
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Integration Program
The Integration Program establishes the procedures to be followed for integrating new members to the Board of Marfrig Global Foods S.A.
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