BRF S.A.
Publicly-Held Company
CNPJ 01.838.723/0001-27
NIRE 42.300.034.240
Attachment 23 of CVM Instruction Nº 481/2009
PUBLIC REQUEST FOR A POWER OF ATTORNEY
For the Ordinary and Extraordinary General Meeting to be held on April 26, 2017, at 11:00 hours (“General Meeting”), at the Company´s head office located at Rua Jorge Tzachel, N° 475, Bairro Fazenda, City of Itajaí, Santa Catarina state.
1. Provide the name of the company
BRF S.A. (“Company”).
2. Provide information on the subjects for which the powers of attorney are being requested
The powers of attorney are requested to vote on all the subjects listed in the Agenda of the General Meeting, published through the Summons, dated March 24, 2017, which are:
I. Ordinary General Meeting.
(i) To examine, discuss and vote on the Management Report, Financial Statements and other documents related to the financial year ending on December 31, 2016;
(ii) To ratify the distribution of the remuneration to shareholders (Interest on Own Equity), as resolved by the Board of Directors;
(iii) To establish the number of members of the Board of Directors;
(iv) To elect the members of the Board of Directors;
(v) To appoint the Chairman and the Deputy Chairman of the Board of Directors;
(vi) To set the global remuneration of the officers (Board of Directors and Executive Management) for the 2017 financial year;
(vii) To elect the members of the Fiscal Council; and
(viii) To set the global remuneration of the Fiscal Council for the 2017 financial year;
II. Extraordinary General Meeting.
(i) To amend the Restricted Stocks Plan.
Copies of the documents to be discussed at the Meeting, including those required by CVM Instruction Nº 481/2009, are available for shareholders, at the Company´s head office, Investor Relations site (www.brf-br.com/ri), in the item Governança Corporativa, as well as on the sites of the Brazilian Securities and Exchange Commission (www.cvm.gov.br), of the BM&FBOVESPA (www.bmfbovespa.com.br) and the SEC – Securities and Exchange Commission (www.sec.gov).
3. Identify the individuals or corporate entities that promoted, organized or defrayed the cost of the public request for a power of attorney, if only partially, stating:
a. Name and address.
Not applicable.
b. How long they have been shareholders in the company
Not applicable.
c. Number and percentage of shares for each type and class in their ownership.
Not applicable.
d. Number of shares taken on loan.
Not applicable.
e. Total exposure in derivatives benchmarked to shares of the Company.
Not applicable.
f. Corporate, business or family relations existing or maintained during the past 3 years with the company or with parties related to the company, as defined in the accounting laws related to this matter.
Not applicable.
4. State whether any of the persons listed under item 3, as well as any their controlling shareholders, subsidiaries, affiliates or associated companies have a special interest in the approval of the matters for which the power of attorney is being requested, describing in detail the nature and extent of any such interest.
Not applicable.
5. State the estimated cost of the request for the power of attorney.
The Company estimates the cost for this public request for a power of attorney will be approximately R$ 10,000.00 (ten thousand Reais), considering the costs of any publications of this Public Request for a Power of Attorney.
6. State whether:
(a) the company has funded the request for a power of attorney; or
(b) the parties presenting it will seek the reimbursement of such costs from the company.
The Company will fund all the expenses pertaining to this request for a power of attorney.
7. State:
a. The address to which this power of attorney should be sent following signature; or
The powers of attorney, in the form of the draft which is the subject of Attachment 1 to this document, must be completed, initialed and signed and then sent to the following postal address: Rua Hungria, 1.400 – 5th floor, Zip Code 01455-000, Jardim Europa, São Paulo (SP), care of the Corporate Governance area, in the period between March 24, 2017 and April 20, 2017, from 08:00 to 18:00 hours.
The shareholders must present, together with the original of the power of attorney, notarized copies of the following documents:
a) Individual Shareholders: (i) identification document with photograph; and (ii) a statement containing the respective shareholding, issued by the financial institution responsible for custody;
b) Corporate Shareholders: (i) latest corporate bylaws or consolidated articles of association and corporate documentation granting powers of representation (i.e. minutes of the election of the directors); (ii) identification document of the legal representative(s) with photograph; and (iii) statement containing the respective shareholding, issued by the financial institution responsible for custody;
c) Investment Fund Shareholder: (i) the latest consolidated regulations of the fund; (ii) bylaws or articles of incorporation of the administrator or manager, as is the case, with the fund´s voting policy and corporate documents that prove the powers of representation (minutes of the election of directors, term(s) of office and/or power of attorney); (iii) identification document of the legal representative(s) of the fund administrator or
manager with photo; and (iv) statement containing the respective shareholder stake, issued by the custodian financial institution;
d) Foreign Shareholders: Foreign shareholders must present the same documents as the Brazilian shareholders, although the corporate documents of the legal entity and the power of attorney must be notarized, and appear in a sworn translation.
The powers of attorney must also present a notarization of the signature of the original shareholder or his/her legal representative.
b. Should the company accept powers of attorney by e-mail, the instructions for the granting of the power of attorney
Not applicable.
ANNEX I – DRAFT OF POWER OF ATTORNEY DEED
POWER OF ATTORNEY
Through this private deed, the shareholder identified below (“Grantor”), in the capacity of shareholder of BRF S.A., a publically-held company enrolled in the tax register (CNPJ/MF) under number 01.838.723/0001-27 with its head office at Rua Jorge Tzachel, 475, Bairro Fazenda, in the city of Itajaí, state of Santa Catarina, Zip Code 88301-600 (“Company”), in view of the convening of an Ordinary and Extraordinary General Meeting of the Company to be held at 11:00 hours on April 26, 2017, (“General Meeting”), hereby appoints and constitutes as its proxies (“Proxies”):
a) Mrs. Ana Luísa Fagundes Rovai Hieaux, Brazilian citizen, married, lawyer, OAB/SP Nº 172.659, CPF Nº 292.717.718-00, professional domicile at Rua Hungria, n.° 1400, 5th floor, Jardim Europa, São Paulo (SP), Zip Code 01455-000 or Mr. Marcus de Freitas Henriques, Brazilian citizen, married, lawyer, OAB/RJ 95.317, CPF Nº 873.453.826-72, domiciled at Rua Santa Luzia, n. 651, 34th floor, Center, Rio de Janeiro (RJ), Zip Code 20021-903, in order to vote IN FAVOR of the matters on the Agenda of the General Meeting, in accordance with the guidance indicated below by the Grantor;
b) Mr. Flávio Augusto Carvalho da Fonseca Rossini, Brazilian citizen, married, lawyer, OAB/SP N° 291.963 and CPF Nº 324.071.338-11, professional domicile at Rua Hungria, n.° 1400, 5th floor, Jardim Europa, São Paulo (SP), Zip Code 01455-000, to vote AGAINST the matters on the Agenda of the General Meeting, in accordance with the guidance indicated below by the Grantor; e
c) Mrs. Cínthia Bravo Foroni, Brazilian citizen, single, lawyer, OAB/SP N° 287.772 and CPF Nº 346.529.168-92, professional domicile at Rua Hungria, N° 1400, 5th floor, Jardim Europa, São Paulo (SP), Zip Code 01455-000, to ABSTAIN in the matters on the Agenda of the General Meeting, in accordance with the guidance indicated below by the Grantor;
granting the above-mentioned proxies powers to represent the Grantor at the General Meeting, acting solely and regardless of the order of nomination, signing the Shareholders Attendance Register and the minutes of the General Meetings for the specific ends of voting strictly in conformity with the following guidance on each of the subjects on the agenda:
Ordinary General Meeting:
1. To approve the management accounts and financial statements of the Company for the financial year ended on December 31, 2016, (2016 Financial Year) accompanied by the management report, explanatory notes, opinions of the independent auditors and Fiscal Council, the Statutory Audit Committee and the comments of the Management on the Company´s financial situation, within the terms of Item 10 of the Company´s Reference Form, according to Annex I to the Proposal of the Board of Directors to the Ordinary and Extraordinary General Meeting (“Proposal”):
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In Favor |
Against |
Abstain |
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Place an X in the above space for the chosen option.
2. To ratify the distribution of the remuneration to shareholders (Interest on Own Equity), as resolved by the Board of Directors
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In Favor |
Against |
Abstain |
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[ ] |
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Place an X in the above space for the chosen option.
3. Set at 10 (ten) the number of members to make up the Board of Directors of the Company:
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In Favor |
Against |
Abstain |
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Place an X in the above space for the chosen option.
4. Elect the group nominated by the Company Administration, consisting of the people referred to below, to make up the Board of Directors, for a term of office of 2 (two) years, to be completed until the Ordinary General Meeting of 2019:
Abilio dos Santos Diniz (Independent Chairman of the Board of Directors)
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In Favor |
Against |
Abstain |
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Francisco Petros Oliveira Lima Papathanasiadis (Deputy Chairman of the Board of Directors)
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In Favor |
Against |
Abstain |
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Luiz Fernando Furlan (independent member)
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In Favor |
Against |
Abstain |
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José Carlos Reis de Magalhães Neto
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In Favor
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Against
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Abstain
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Walter Fontana Filho
(independent member)
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In Favor
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Against
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Abstain
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Flávia Buarque de Almeida
(independent member)
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In Favor
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Against
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Abstain
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Carlos da Costa Parcias
Jr. (independent member)
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In Favor
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Against
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Abstain
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Marcos Guimarães Grasso
(independent member)
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In Favor
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Against
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Abstain
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Walter Malieni Jr.
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In Favor
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Against
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Abstain
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José Aurélio Drummond Jr. (independent
member)
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In Favor
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Against
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Abstain
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Place
an X in the above space for the chosen option.
5. To approve the election of Mr.
Abilio dos Santos Diniz to the position of Chairman of the Board of Directors
and Mr. Francisco
Petros Oliveira Lima Papathanasiadis for
the position of Deputy Chairman of the Board of Directors:
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In Favor
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Against
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Abstain
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[ ]
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Place an X in the above space for the
chosen option.
6. Set the annual global remuneration
for the 2017 financial year for the Company Administrators (Board of Directors
and Executive Management) in the amount of up to R$ 105.39 million.
The proposed amount refers to the limit proposed for the fixed remuneration
(salary or pro-labore, direct and indirect benefits and social contributions)
and benefits due to termination of position, as well as the variable
remuneration (profit sharing) and amounts related to the Stock Option Plan and
Restricted Shares Plan.
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In Favor
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Against
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Abstain
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Place an X in the above space for the
chosen option.
7. To elect the members of the Fiscal Council of the Company:
Actual Member: Attílio Guaspari
[ ] In Favor [ ] Against
[ ] Abstain
Actual Member: Marcus Vinicius Dias Severini
[ ] In Favor [ ] Against
[ ] Abstain
Actual Member: Antonio Carlos Rovai
[ ] In Favor [ ] Against
[ ] Abstain
Substitute Member: Susana Hanna Stiphan Jabra
[ ] In Favor [ ] Against
[ ] Abstain
Substitute Member: Marcos Tadeu de Siqueira
[ ] In Favor [ ] Against
[ ] Abstain
Substitute Member: Doris Beatriz França
Wilhelm
[ ] In Favor [ ] Against
[ ] Abstain
Place an X in the above space for the
chosen option.
8. To set the global
remuneration of the Fiscal Council for the 2017
financial year in the amount of up to R$610.000:
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In Favor
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Against
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Abstain
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Place an X in the above space for the
chosen option.
Extraordinary General Meeting:
9. To amend the Restricted Stocks Plan per
Annex IV of the Proposal.
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In Favor
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Against
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Abstain
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[ ]
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[ ]
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Place an X in the above space for the
chosen option.
For the purposes of this mandate, the
Proxies shall have the power limited to attending the General Meeting and
voting in accordance with the guidance above, and the Proxies can also sign on
behalf of the Grantor, any document whenever necessary in relation to this General
Meeting, 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.
Proxies are authorized to abstain from
voting on any resolution or matter for which they have not received, at their
discretion, sufficiently specific voting instructions.
This power of attorney deed is valid until the end and the conclusion of the administrative procedures of the General Meeting for which it was granted, in the first or second summons, regardless of when the second summons might occur. This power of attorney may be replaced in whole or in part.
Shareholder Qualification:
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Full name or corporate name of the Grantor Shareholders |
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CPF or CNPJ number |
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Address |
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Number of shares held |
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Name of Legal Representative (if applicable) |
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Address of Legal Representative (if applicable) |
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Position of Legal Representative (if applicable) |
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Date of proxy |
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Signature: ________________________________________
Name/Corporate Name of Shareholder: _______________________
Name of Shareholder´s Legal Representative(s) (if applicable): _________________