Free Translation
POWER OF ATTORNEY
Through this private instrument, [Shareholder], [nationality], [marital status], [profession], bearer of identity document number [•] [issuing entity], enrolled in the tax register (CPF/MF) under number [•], resident and domiciled at [full address, including district, city, state and postal code] (“Grantor”), in the capacity of holder of [•] ([number of shares in writing]) common shares of BRF S.A., a publicly held company enrolled in the tax register (CNPJ/MF) under number 01.838.723/0001-27 with registered offices at Rua Jorge Tzachel, 475, Bairro Fazenda, in the city of Itajaí, state of Santa Catarina, CEP 88301-600 (“Company”), in view of the convening of an Extraordinary and Annual General Meeting of the Company to be held at 11:00 a.m. on April 8, 2015, at the corporate headquarters of the Company (“E/AGM”), does hereby appoint and constitute as their proxies:
a) Luci Regina Basarin, Brazilian, single, lawyer, bearer of ID OAB/SP number 135.661, enrolled in the tax register (CPF/MF) under number 134.742.868-76, domiciled at Rua Hungria, 1400, 5th floor, Jardim Europa, São Paulo (SP), CEP 01455-000, in order to vote IN FAVOR of the matters on the agenda of the day of the E/AGM in accordance with the guidance indicated below by the Grantor;
b) Carla Roberta Wilbert, Brazilian, single, lawyer, bearer of ID OAB/SC number 31.425, enrolled in the tax register (CPF/MF) under number 047.321.449-00 domiciled at Rua Hungria, 1400, 5th floor, Jardim Europa, São Paulo (SP), CEP 01455-000 to vote AGAINST the matters on the agenda of the day of the E/AGM in accordance with the guidance indicated below by the Grantor; and
c) Carla Cristina Miranda Catharino, Brazilian, single, lawyer, bearer of ID OAB/SP number 251.721, enrolled in the tax register (CPF/MF) under number 312.362.038-79 to ABSTAIN on the matters on the agenda of the day of the E/AGM in accordance with the guidance indicated below by the Grantor;
granting to the aforementioned appointed proxies powers, acting in isolation and independently of the order of nomination, to represent the Grantor at the E/AGM, signing the Shareholders Attendance Register and the minutes of the Extraordinary and Annual General Meeting for the specific ends of voting strictly in conformity with the following guidance:
Annual General Meeting
1. To approve the Management Report, Financial Statements and other documents with respect to the fiscal year ending December 31, 2014 and deliberate on the allocation of the result; approve the following allocation of the Net Income for the Fiscal Year 2014:
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Abstention |
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Place an X in the above space for the chosen option.
2. To approve the distribution of shareholders’ remuneration as decided by the Board of Directors in the amount of R$ 824,254,000.00 (eight hundred and twenty-four million, two hundred and fifty-four thousand), corresponding to R$ 0.948357530 per share with payments effected on August 15, 2014 (R$ 0.41421437 per share in the amount of R$361,000,000.00) and on February 13, 2015 (R$ 0.43441923 per share in the amount of R$376,765,000.00) as interest on shareholders’ equity with due retention of Withholding Tax at Source pursuant to the applicable legislation. To further ratify the distribution of complementary dividends for R$ 86,489,000.00, corresponding to R$ 0.09972393 paid on February 13, 2015, comprising a total amount of R$ 824,254,000.00 of remuneration to the shareholders:
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Abstention |
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Place an X in the above space for the chosen option.
3. To approve nine members to make up the Board of Directors to pursuant to the provision in Article 16, caption sentence, of the Corporate Bylaws:
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Abstention |
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Place an X in the above space for the chosen option.
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Effective Member |
Alternate Member |
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Abilio dos Santos Diniz |
Eduardo Pongracz Rossi |
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Marco Geovanne Tobias da Silva |
Sergio Ricardo Miranda Nazaré |
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Vicente Falconi Campos |
Mateus Affonso Bandeira |
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Walter Fontana Filho |
Eduardo Fontana D’Avila |
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Luiz Fernando Furlan |
Roberto Faldini |
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José Carlos Reis de Magalhães Neto |
Fernando Shayer |
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Manoel Cordeiro Silva Filho |
Mauricio da Rocha Wanderley |
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Paulo Guilherme Farah Correa |
Arthur Prado Silva |
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Henri Philippe Reichstul |
José Violi Filho |
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Abstention |
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Place an X in the above space for the chosen option.
4.1. If the election of the Board is held on the basis of multiple (cumulative) voting (voto múltiplo) in accordance with Brazilian law, to distribute the votes attributed to the ADRs held by the Owner proportionally among all members of the slate set forth in Question 4.
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Abstention |
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Place an X in the above space for the chosen option.
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Abstention |
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Place an X in the above space for the chosen option.
6. To elect the members of the Fiscal Council – Term of Office: Until the E/AGM of 2016.
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Effective Member |
Alternate Member |
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Attilio Guaspari |
Susana Hanna Stiphan Jabra |
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Marcus Vinicius Dias Severini |
Marcos Tadeu de Siqueira |
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Reginaldo Ferreira Alexandre |
Walter Mendes de Oliveira Filho |
Extraordinary General Meeting
1. To approve the total annual and aggregate compensation for the Management of the BRF Companies in the amount of up to R$ 65,000,000.00, including additional compensation in the month of December 2015 in an amount corresponding to one monthly fee income and to set the remuneration of the Fiscal Council pursuant to Article 261, Paragraph 3 of the Brazilian Corporate Law. The annual and aggregate compensation of the management and the Fiscal Council realized in 2014 in the amount of R$61,557,810.59 was also ratified.
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Abstention |
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Place an X in the above space for the chosen option.
2. To approve the amendment of the Stock Options Plan and the Restricted Stock Plan
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In Favor |
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Abstention |
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Place an X in the above space for the chosen option.
For the purposes of this mandate, the Trustee shall have the power limited to attending the E/AGM and voting in accordance with the guidance of above expressed vote, and the Trustee also sign in name and place of the Grantor, any document whenever necessary in relation to the said E/AGM, including, for example, the book of attendance of shareholders and the respective minutes in the book itself, without the right or obligation to take any other measures that are not required to fulfill this power of attorney.
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Grantees are authorized to abstain from voting on any resolution or matter for which it has not received, at its discretion, sufficiently specific voting instructions.
This power of attorney is valid until the end and the completion of administrative procedures/ E/AGM for which it was granted, in first or second call, regardless of when that might occur installing the second call and can be represented in whole or in part.
[•] [month], 2015.
[Shareholder]
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