BRF S.A.

Publicly Held Company

CNPJ/MF 01.838.723/0001-27

NIRE 42.300.034.240

CVM 1629-2

MINUTES OF THE EXTRAORDINARY MEETING OF THE BOARD OF DIRECTORS

HELD ON MAY 20, 2024

  1. Date, Time and Place: Held on May 20, 2024, at 2:00 p.m., at the office of BRF S.A. ("Company") located at Avenida das Nações Unidas, nº 14.401, 25th floor, Chácara Santo Antônio, CEP 04794-000, city of São Paulo, State of São Paulo.
  2. Call and Attendance: Convocation duly held pursuant to Article 21 of the Company's Bylaws, with the presence of all the members of the Board of Directors, namely, Messrs. Marcos Antonio Molina dos Santos, Marcia Aparecida Pascoal Marçal dos Santos, Sergio Agapito Lires Rial, Marcos Fernando Marçal dos Santos, Augusto Marques da Cruz Filho, Pedro de Camargo Neto, Eduardo Augusto Rocha Pocetti, Flávia Maria Bittencourt and Marcio Hamilton Ferreira.
  3. Presiding Board: Chairman: Mr. Marcos Antonio Molina dos Santos. Secretary: Mr. Bruno Machado Ferla.
  4. Agenda: To deliberate on: (i) the Company's execution of its 5th (fifth) issuance of simple, non-convertible debentures, of the unsecured type, in up to three (3) series ("Debentures" and "Issue", respectively), which will be subject to private placement with Eco Securitizadora de Direitos Creditórios do Agronegócio S.A., a securitization company, registered with the Brazilian Securities and Exchange Commission ("CVM") in category S1, under No. 310, headquartered in the city of São Paulo, state of São Paulo, at Avenida Pedroso de Morais, No. 1,553, 3rd floor, set 32, Pinheiros, CEP 05419-001, registered with the CNPJ under No. 10,753,164/0001-43, with its articles of incorporation registered at JUCESP under NIRE 35300367308 ("Securitization" or "Debenture Holder""), to link to the issuance of agribusiness receivables certificates of the 1st (first) series ("CRA DI"), the 2nd (second) series ("Pre-FixedCRA") and the 3rd series ("CRA IPCA") of the 332nd (three hundred and thirty-second) issuance of the Securitization Company (being CRA DI and CRA IPCA, together, "CRA"), backed by agribusiness credits arising from Debentures, under the terms of the "Agribusiness Credit Rights Securitization Term for the Issuance of Agribusiness Receivables Certificates, in up to three (3) Series of the 332nd (three hundred and thirty-second) Issuance of Eco Securitizadora de Direitos Creditórios do Agronegócio S.A. Backed by Agribusiness Credit Rights Due by BRF S.A." ("Securitization Term"), which will be subject to public distribution, through the automatic distribution registration procedure, pursuant to CVM Resolution No. 160, of July 13, 2022, as

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amended ("CVM Resolution 160"), of CVM Resolution 60, of December 23, 2021, as amended ("CVM Resolution 60"), National Monetary Council Resolution No. 5,118, of February 1, 2024, as amended, and other applicable laws and regulations ("Offer"); (ii) the authorization of the Company, through its legal representatives, to execute any and all necessary documents and perform any and all pertinent acts to enable due compliance with the provisions of item (i) above, including, but not limited to, the execution of the Deed of Issue (as defined below) (including any amendments thereto", of the "Contract for the Coordination, Placement and Public Distribution of Agribusiness Receivables Certificates, under the Firm Placement Guarantee Regime, in up to 3 (Three) Series of the 332nd (three hundred and thirty-second) Issuance of Eco Securitizadora de Direitos Creditórios do Agronegócio S.A. backed by Debentures issued by BRF S.A" (including any amendments thereto), the Debentures Subscription Bulletin and other documents necessary for the Issuance and the Offering, and hiring and remuneration of all service providers inherent to the execution of the Issuance and the Offering; and (iii) the authorization and ratification of all acts already performed by the Company's legal representatives, by the Company's Executive Board, directly or indirectly, and/or through its attorneys-in-fact, within the scope of the Issuance and the Offering related to items (i) and (ii) above and any and all acts and documents that are necessary or convenient for the effectiveness of the above resolutions, including the respective ancillary instruments necessary for the issuance of Debentures and CRAs, as well as any amendments.

5. Resolutions: The board members approved, by unanimous vote of those present and without any restrictions, the drafting of these minutes in the form of a summary. After examining the items on the agenda, the following items were dealt with and the following decisions were taken:

  1. approve and authorize, in accordance with the provisions of article 59 of Law No. 6,404, of December 15, 1976, as amended ("Brazilian Corporation Law"), the execution of the Issuance, in favor of the Securitization Company, as well as its binding to the CRA, through the execution of the "Private Deed

Instrument of the 5th (Fifth) Issuance of Simple Debentures, Non- Convertible Shares, Unsecured Shares, in up to three (3) Series, for Private Placement, of BRF S.A." ("Deed of Issue"), in accordance with the following characteristics:

  1. Issue Number: The Issue represents the Company's 5th (fifth) issuance of debentures;
  2. Issue Date: For all legal purposes and effects, the date of issuance of the Debentures shall be the date to be defined in the Deed of Issue ("Issue Date");
  3. Total Issue Amount: The total amount of the Issuance will initially

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be R$ 2,000,000,000.00 (two billion reais) on the Issue Date, subject to the Additional Lot Option (as defined below), in which case it may reach a volume of up to R$ 2,500,000,000.00 (two billion five hundred million reais) ("Total Issue Amount").

  1. Nominal Value: The unit face value of the Debentures will be R$1,000.00 (one thousand reais) on the Issue Date ("Nominal Value").
  2. Number of Series: The Issuance will be carried out in up to three
    1. series, which are the Debentures of the first series ("DI Debentures"), the Debentures of the second series ("Pre-fixedDebentures") and the Debentures of the third series ("IPCA Debentures" and, together with the DI Debentures and the Pre-fixed Debentures, the "Debentures"), and the Debentures will be allocated among the series in the Communicating Vessel System, observing the Maximum DI Volume, and the number of Debentures allocated in each series will be defined according to the Bookbuilding Procedure.
  3. Number of Debentures: Two million (2,000,000) Debentures will be initially issued, which will be allocated, subject to (i) the Maximum DI Volume (as defined below) of the DI Debentures, according to the demand to be determined in the Bookbuilding Procedure (as defined below); and (ii) that the number of Debentures originally offered may be increased by up to twenty-five percent (25%); equivalent to up to 500,000 (five hundred thousand) Debentures, if the option for an additional lot is exercised, in whole or in part, within the scope of the CRA Offering, in which case it may reach an additional amount of up to R$ 500,000,000.00 (five hundred million reais) ("Additional Lot Option"). The Debentures will be allocated between the series as a result of the Bookbuilding Procedure (as defined below) to be carried out within the scope of the CRA Offering and in the Company's allocation interest, subject to the following conditions: (i) DI Debentures may be issued in a maximum volume of up to 600,000 (six hundred thousand) DI Debentures, equivalent to the maximum financial volume of up to R$ 600,000,000.00 (six hundred million reais) on the Issue Date ("Maximum Volume DI"); (ii) there will be no minimum or maximum number of Pre-fixed Debentures and IPCA Debentures; (iii) there will be no minimum amount of Debentures to be allocated between the series; and (iv) DI Debentures, Pre-fixed Debentures and IPCA Debentures may not be issued, in which case the Debentures of the respective Series not placed will be canceled.

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The number of Debentures to be allocated in each Series of the Issuance and the final number of Series will be defined after the conclusion of the Bookbuilding Procedure, provided that the allocation of Debentures between the Series will occur in the system of communicating vessels, in which the amount of Debentures allocated in a Series will be subtracted from the total amount of Debentures, provided that any of the Series may not be issued, and the Maximum DI Volume for DI Debentures ("Communicating Vessel System")is observed. The Issuance will be used to form the agribusiness credit rights that will constitute the backing of the Offering. In addition, within the scope of the CRA Offering, the procedure for collecting investment intentions from potential investors in the CRAs will be adopted to define: (i) the number of series of the issuance of the CRA, and, consequently, the number of series of the issuance of the Debentures, according to the System of Communicating Vessels, except that any of the respective series may be canceled; (ii) the amount and final volume of the issuance of CRAs and, consequently, the quantity and final volume of the issuance of Debentures, subject to the Maximum DI Volume; (iii) the amount of CRA to be allocated in each series of the issuance of CRAs and, consequently, the number of Debentures to be allocated in each series of the issuance of Debentures, observing the Maximum DI Volume; and (iv) the final rates for the remuneration of the CRAs of each series and, consequently, the final rates for the remuneration of the Debentures of each series ("Bookbuilding Procedure"). In this sense, the result of the CRA Bookbuilding Procedure will directly influence the number of Debentures to be issued and their allocation in each of its series, in which case the Deed of Issue will be amended, without the need for a General Meeting of Debenture Holders or corporate approval by the Company, to formalize the number of Debentures allocated in each of the series. The CRA Bookbuilding Procedure will be performed in the Communicating Vessel System, observing the Maximum DI Volume.

  1. Term and Maturity Date: Except in the event of early maturity and/or early redemption of all Debentures, under the terms to be provided for in the Deed of Issue, (i) the DI Debentures will have a term of duration to be defined in the Deed of Issue ("DI Debentures Maturity Date"); (ii) the Pre-fixed Debentures will have a term of duration to be defined in the Deed of Issuance ("Maturity Date of the Pre-fixedDebentures"); and (iii) the IPCA Debentures will have a term to be defined in the Deed of Issuance ("IPCA Debentures

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Maturity Date" and, together with the Maturity Date of the Pre-fixed Debentures and the Maturity Date of the DI Debentures, the "Maturity Dates").

  1. Bookkeeping Agent: The bookkeeping agent of the Debentures will be Oliveira Trust Distribuidora de Títulos e Valores Mobiliários S.A., a financial institution headquartered in the city of São Paulo, state of São Paulo, at Avenida Engenheiro Luiz Carlos Berrini, nº 550, 4th floor, Cidade Monções, CEP 04571-925, registered with the CNPJ under No. 04.200.649/0001-07 ("Bookkeeper", the definition of which includes any other institution that may succeed the Bookkeeper in the provision of services related to the Issuance and Debentures).
  2. Right of First Refusal: There will be no right of first refusal of the Company's current shareholders in the subscription of the Debentures;
  3. Allocation of Resources: The net resources obtained by the Company due to the payment of the Debentures shall be fully and exclusively allocated to its activities as a rural producer in agribusiness. To this end, such net resources will be used, pursuant to article 2, paragraph 4, item III, of Normative Annex II of CVM Resolution 60, in the ordinary course of its rural business, in investments, costs and expenses related to its production chain and exploitation of animals in general (poultry, cattle, pork, etc.), which are: (i) expenses for the maintenance of its own farms; (ii) expenses for the acquisition of breeders, genetics, eggs, breeding, fattening and slaughter of animals in general; (iii) expenses for the acquisition of inputs for animal feed, such as grains and their derivatives (soybeans, corn, sorghum, bran, oils, etc.); (iv) expenses for the purpose of production and/or acquisition of feed and other feed products; (v) expenses with veterinary support and acquisition of medicines for the treatment of animals; and (vi) expenses with wood shavings and other substrates for the heating and accommodation of the animals and maintenance of the facilities where the exploited animals are kept, pursuant to article 146 of the Normative Instruction of the Federal Revenue Service of Brazil No. 2,110, of October 17, 2022, as amended, paragraph 1 of article 23 of Law 11,076 and article 2, items I and II, and paragraphs 1, 2 and 9, of Normative Annex II of CVM Resolution 60, as well as item III of paragraph 4 of article 2 of Normative Annex II of CVM Resolution 60, as provided for in its corporate purpose and in the ordinary course of its business

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("Allocation of Resources");

  1. Linking to the Agribusiness Receivables Certificates: DI Debentures will be linked to CRA DI, Pre-fixedDebentures will be linked to Pre-FixedCRAs, and IPCA Debentures to CRA IPCA, such CRAs being distributed through the Offering, pursuant to CVM Resolution 160 and CVM Resolution 60;
  2. Convertibility: The Debentures will be simple, i.e., not convertible into shares issued by the Company;
  3. Type, Form and Proof of Ownership: The Debentures will be issued in registered and book-entryform, without the issuance of certificates and/or cautions. For all legal purposes, the ownership of the Debentures is presumed by the statement to be issued by the Bookkeeper proving the ownership of the Debentures by the Securitization Company pursuant to articles 63 and 34 of the Brazilian Corporation Law and by the Subscription Bulletin (as defined in the Deed of Issue);
  4. Type: The Debentures shall be of the unsecured type, pursuant to article 58, caput, of the Brazilian Corporation Law, and shall not have a real or fiduciary guarantee, or any segregation of the Company's assets as a guarantee to the debenture holders in the event of the need for judicial or extrajudicial execution of the Company's obligations arising from the Debentures and the Deed of Issue, and not conferring any privilege, special or general, to debenture holders;
  5. Scheduled Amortization of the Debentures: Without prejudice to payments as a result of any early maturity and/or early redemption of the Debentures, under the terms to be provided for in the Deed of Issue, (i) the Nominal Value of the DI Debentures will be amortized in one (1) single installment, on the Maturity Date of the DI Debentures; (ii) the Nominal Value of the Pre-fixedDebentures will be amortized in one (1) single installment, on the Maturity Date of the Pre-fixedDebentures; and (iii) the Updated Nominal Value of the IPCA Debentures (as defined below) will be amortized in three (3) consecutive annual installments, according to the table to be provided for in the Deed of Issue;
  6. Monetary Adjustment of DI Debentures: Monetary adjustment will not be levied on the Nominal Value of DI Debentures;

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  1. Monetary Adjustment of Pre-fixed Debentures: Monetary adjustment will not be levied on the Nominal Value of Pre-fixedDebentures;
  2. Monetary Adjustment of IPCA Debentures: The Nominal Value of the IPCA Debentures or the balance of the Nominal Value of the IPCA Debentures, as the case may be, will be monetarily updated, monthly, from the first Payment Date (as defined below), inclusive, until the date of its effective payment, exclusively, by the accumulated variation of the Extended Consumer Price Index - IPCA, calculated and disclosed by the Brazilian Institute of Geography and Statistics (IBGE) ("IPCA" and "Monetary Update of IPCA Debentures", respectively) calculated pro rata temporis per Business Days elapsed, and the product of the Monetary Update of the IPCA Debentures is automatically incorporated into the Nominal Value of the IPCA Debentures or the balance of the Nominal Value of the IPCA Debentures, as the case may be ("Updated Nominal Value of IPCA Debentures"), according to the formula to be provided for in the Deed of Issue. The "Anniversary Date"is considered to be the business day prior to the anniversary date of the CRA IPCA, under the terms provided for in the Securitization Term. Specifically, for the first Capitalization Period, the Issuer will pay the Debenture Holder a premium corresponding to one (1) Business Days of monetary adjustment in the dup.
  3. Remuneration of DI Debentures: As of the first Payment Date, on the Nominal Value of the DI Debentures or the balance of the Nominal Value of the DI Debentures, as the case may be, remunerative interest will be charged corresponding to the accumulated variation of 100% (one hundred percent) of the average daily rates of interbank deposits - DI of one day, "over extra grupo", expressed as a percentage per year, based on two hundred and fifty- two (252) business days, calculated and disclosed daily by B3, in the daily newsletter available on its website (www.b3.com.br) ("DI Rate"), plus a spread (surcharge) to be calculated in accordance with the Bookbuilding Procedure, limited to 0.80% (eighty hundredths of a percent) per year ("First Series Ceiling Rate"), base 252 (two hundred and fifty-two) business days ("Remuneration of DI Debentures"). The Remuneration of the DI Debentures will be calculated exponentially and cumulatively pro rata temporis, for elapsed business days, levied on the Nominal Value of the DI

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Debentures (or on the balance of the Nominal Value of the DI Debentures), from the first Payment Date of the DI Debentures or the Remuneration Payment Date (as defined below) of the DI Debentures immediately preceding (inclusive) until the Payment Date of the Debentures Remuneration DI in question, the date of the declaration of early maturity as a result of an early maturity event or the date of any voluntary early redemption, whichever occurs first. The Remuneration of DI Debentures will be calculated according to the formula to be provided for in the Deed of Issue;

  1. Remuneration of the Pre-Fixed Debentures: From the first Payment Date, on the Nominal Value of the Pre-fixedDebentures or the balance of the Nominal Value of the Pre-fixedDebentures, as the case may be, fixed remunerative interest corresponding to a certain percentage per year, based on two hundred and fifty-two(252) Business Days, to be defined in accordance with the Bookbuilding Procedure, being limited to the higher rate between "(a)" and "(b)" below ("Second Series Ceiling Rate"): (a) the percentage corresponding to the respective DI Rate, as quoted at the close of the Business Day on the date of the Bookbuilding Procedure, base 252 (two hundred and fifty-two)Business Days, published by B3 on its website, corresponding to the futures contract maturing on January 2, 2030, plus an exponential surcharge (spread) of 0.80% (eighty hundredths of a percent) per year; and (b) 12.19% (twelve integers and nineteen hundredths percent) per year, based on two hundred and fifty-two(252) Business Days ("Remuneration of Pre- fixed Debentures"). The Remuneration of the Pre-fixedDebentures will be calculated exponentially and cumulatively pro rata temporis, for Business Days elapsed, from the first Date of Payment of the Debentures or the Date of Payment of the Remuneration of the Pre- fixed Debentures (as defined below) immediately preceding it, whichever occurs later, until the date of its effective payment, and paid at the end of each Capitalization Period, obeyed the formula to be provided for in the Deed of Issue;
  2. Remuneration of IPCA Debentures: As of the first Payment Date, on the Updated Nominal Value of the IPCA Debentures or the balance of the Updated Nominal Value of the IPCA Debentures, as the case may be, remunerative interest corresponding to a certain percentage per year, based on two hundred and fifty-two (252) Business Days, to be defined in accordance with the Bookbuilding Procedure, being limited to the highest rate between "(a)" and "(b)" below ("Third

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Series Ceiling Rate" and, together with the First Series Ceiling Rate and the Second Series Ceiling Rate, "Ceiling Rate"): (a) the indicative

rate published by ANBIMA on its website (http://www.anbima.com.br) of the IPCA+ Treasury Rate with Semiannual Interest (NTN-B), due on May 15, 2035, to be calculated at the close of the Business Day of the date of completion of the Bookbuilding Procedure, plus exponentially a surcharge (spread) of 0.85% (eighty-five hundredths of a percent) per year, based on two hundred and fifty-two (252) Business Days; or (b) 7.08% (seven integers and eight hundredths percent) per year, base 252 (two hundred and fifty-two) Business Days ("Remuneration of IPCA Debentures" and, when considered together with the Remuneration of DI Debentures and the Remuneration of Pre-fixed Debentures, "Remuneration"). The Remuneration of the IPCA Debentures will be calculated exponentially and cumulatively pro rata temporis, for Business Days elapsed, from the first Date of Payment of the Debentures or the Date of Payment of the Remuneration of the IPCA Debentures (as defined below) immediately before, whichever occurs later, until the date of its effective payment, and paid at the end of each Capitalization Period, obeyed the formula to be provided for in the Deed of Issue;

  1. Calculation of Remuneration: For the purposes of calculating the Remuneration, the "Capitalization Period"is defined as the time interval in Business Days that begins: (i) from the first Payment Date of the Debentures of the respective series (inclusive), and ends on the first Payment Date of the Remuneration of the Debentures of each series (exclusive) and, in the case of the first Capitalization Period; or (ii) on the Date of Payment of the Remuneration of the Debentures, of the respective series, immediately preceding (inclusive), and ends on the Date of Payment of the Remuneration of the Debentures of the respective series of the respective period (exclusive), in the case of the other Capitalization Periods. Each Capitalization Period succeeds the previous one without continuity, until the respective Maturity Date of each series or the date of redemption of the Debentures, as the case may be. In order to avoid mismatches between the payment amount of the Debentures and the CRA, including, but not limited to, the cases of Voluntary Early Redemption, Early Maturity and/or full early redemption resulting from the Early Redemption Offer, if, for any reason, the payment amount of the Debentures is updated by index number or days lower than those used to calculate the payment amount of the CRA, the

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Company shall add to the amount due, by way of compensation, the amount necessary to cover the outstanding balance of the respective payment of the CRA.

  1. Payment of Remuneration: Subject to the hypotheses of early redemption of the Debentures, the payment of the Remuneration of the IPCA Debentures, the Remuneration of the Pre-fixed Debentures and the Remuneration of the DI Debentures will occur on the Debentures Remuneration Payment Dates of each series indicated in the tables to be included in the Deed of Issue, until the respective Debentures Maturity Date (each of these dates, a "Debenture Remuneration Payment Date").
  2. Form of Payment: The payment of the Debentures will be made in cash, in local currency, at the price corresponding to the Payment Price of the CRA (as defined in the Securitization Term), which may be increased by goodwill or discount, less all expenses provided for in the Securitization Term, including, but not limited to, all expenses for the execution of the Offering and the constitution of the Expense Fund (as provided for in the Securitization Term) ("Payment Price of Debentures") within one (1) Business Day of the date of payment of the CRA, after the receipt by the Debenture Holder of the funds arising from the payment of the CRA, by means of available electronic transfer or other means of payment allowed by the Central Bank of Brazil, in the current account No. 5273-6, branch 2372, of Banco Bradesco S.A. (No. 237), held by the Issuer ("Free Movement Account"), in favor of the Company. Without prejudice to the deadline of one (1) Business Day from the date of payment of the CRA for the transfer of funds, the same date of payment of the Debentures of each series will be considered as the same date of payment of the CRA of the respective series ("Payment Date"). The Debentures may be placed at a premium and discount, to be defined by mutual agreement between the Company and the Coordinators, if applicable, at the time of subscription of the CRA, provided that they are applied under equal conditions to all investors of the same series of CRAs on each Payment Date and, consequently, for all Debentures, in the occurrence of one or more of the following objective market situations, such as: (a) absence or excess of satisfactory market demand by the CRAs in the respective remuneration rates to be set according to the Bookbuilding Procedure; (b) change in the SELIC rate; (c) changes in the interest rates of national treasury securities;
    1. material change in the indicative rates for trading fixed income

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BRF SA published this content on 20 May 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 21 May 2024 03:28:02 UTC.