Statute, Policies and Rules

Statute, Policies and Rules

By Laws

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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Negotiation Policy

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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Disclosure Policy

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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Dividend Policy

The Brazilian Corporation Law and the Company’s By-laws require the shareholders’ ordinary general meeting to be held up to April 30 of each year where the shareholders must, among other things, decide about the distribution of the annual dividends. All shareholders are entitled to receive the dividends on the date when the dividends were declared.

The Company’s shareholders will decide about the Board of Directors proposal to allocate the net income for the prior year. The Brazilian Corporation Law defines “net profits” for any fiscal year as net income for that fiscal year, net of any accumulated losses from prior fiscal years, income tax and social contribution taxes and any amounts allocated to the participation of its employees and management in Marfrig’s net profits in such fiscal year.

The Marfrig mandatory dividend is of at least 25% of the adjusted net income, under the terms of the Brazilian Corporate Law and the Company’s By-laws, determined in the unconsolidated financial statements. The yearly distribution of dividends, including dividends in excess of the minimum mandatory dividend, requires approval by a majority vote of the holders of Marfrig’s common shares and will depend on many factors. These factors include the Company’s results of operations, financial condition, cash requirements, future prospects and other factors deemed relevant by Marfrig’s board of directors and shareholders.

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Manegement Compensation Policy

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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Market Risk Management Policy

This Market Risk Management 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, and their respective employees and managers.

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Policy on Related Parties Transactions and Conflicts of Interests Situations

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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Stock Option Plan

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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Regiments

Internal Regulations of the Statutory Board of Executive Officers

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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Charter of the Audit Board

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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Charter of the Compensation, Corporate Governance and Human Resources Committee Advising the Board of Directors

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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Charter of the Financial and Risk Management Committee Advising the Board of Directors

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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Charter of the Board of Directors

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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Charter of the Audit Committee Advising the Board of Directors

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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Compliance

Code of Ethics and Conduct
Third Party Code of Ethics and Conduct
Gifts, Entertainment and Hospitality Policy
Conflict of Interests Policy
Donations, Sponsorships and Contributions Policy
Money Laundering and Terrorism Financing Prevention Policy
Relationship and Communication With Public agents Policy
Social Media use Policy
Competition Policy
Global Anti-Corruption Policy

IBGC Report

Brazilian Institute of Corporate Governance (IBGC) – Form

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

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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