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Birthday : 05/14/1984
Place of birth : Dobbs Ferry (New York) - United States
Linked companies : Meta Platforms, Inc.
Biography : Founder of Meta Platforms, Inc., Startup:Education and Chan Zuckerberg Initiative LLC, Mark Elliot Zuckerberg is an entrepreneur who presently holds the position of Chairman & Chief Executive Officer of Meta Platforms, Inc. and Co-Chief Executive Officer of Chan Zuckerberg Initiative LLC.
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BRF S A : Minutes of the Extraordinary General Sharehloders' Meeting

01/17/2022 | 05:55pm EST

BRF S.A.

Publicly-Held Company

CNPJ No. 01.838.723/0001-27

NIRE 42.300.034.240

MINUTES OF THE EXTRAORDINARY GENERAL SHAREHOLDERS' MEETING

HELD ON JANUARY 17, 2022

(Drawn-up as a summary, as required by article 130, Paragraph 1, of Law No. 6.404, of December 15, 1976)

  1. Date, Time and Place: Held on January 17, 2022, at 11:00 a.m., exclusively under virtual format, pursuant to article 124, Paragraph 2-A of Law No. 6,404/1976 ("Brazilian Corporate Law") c/c article 4, Paragraph 2, item I of CVM Instruction No. 481/2009, being considered that it took place at BRF S.A.'s ("BRF" or the "Company") head office in the City of Itajaí, State of Santa Catarina, Rua Jorge Tzachel, 475, Bairro Fazenda, as provided in article 4, Paragraph 3, of CVM Instruction No. 481/2009.
  2. Call Notice and Publications: The General Shareholders' Meeting was convened according to the call notice published in the following newspapers: Valor Econômico (days 17th, 20th and 21st of December, 2021, on pages A16, A8 e A4, respectively) and Diário Oficial do Estado de Santa Catarina (days 17th, 20th and 21 of December, 2021, on pages 85, 35/36 and 339, respectively), in compliance with the provisions of Article 124 of Brazilian Corporate Law.
  3. Attendance: The works were installed with the presence of shareholders representing 84.45% (eighty-four point forty-five percent) of the voting capital stock of the Company, as verified by the information contained in the analytical maps prepared by the bookkeeping agent and by the Company, pursuant to article 21-W, items I and II, of the CVM Instruction No. 481/2009, and the records of the electronic system of distance attendance made available by the Company, pursuant to article 21-V of CVM Instruction No. 481/2009. Thus, the existence of a legal quorum for the holding of the Extraordinary
    General Shareholders' Meeting was confirmed. Also present, in accordance with the provisions of article 164 of Brazilian Corporate Law, and in accordance with the provisions of article 21-C, Paragraph 5, of CVM Instruction No. 481/2009: (i) the Chairman of the Board of Directors, Mr. Pedro Pullen Parente; (ii) the Chief Financial and Investors Relations Officer, Mr. Carlos Alberto Bezerra de Moura; (iii) the Chairman of the Fiscal Council, Mr. Attílio Guaspari; (iv) the Coordinator of the Audit and Integrity Committee, Mr. Augusto Marques da Cruz Filho; (v) the representative of the ADR depositary bank, Mr. Ricardo José Martins Gimenez; e (vi) the Company's outside

counsel, Mr. Paulo Cezar Aragão, Mrs. Ana Paula Reis and Mr. André Abbud.

  1. Board: Chairman: Pedro Pullen Parente; Secretary: Marcus de Freitas Henriques.
  2. Agenda: (i) to resolve on the proposal to amend the limit of authorization for capital increase, regardless of statutory reform, with the resulting amendment of article
  1. and the consolidation of the Company's bylaws; (ii) to approve the Company's capital increase by means of a public offering for primary distribution, pursuant to CVM Instruction No. 476 of January 16, 2009 and other applicable regulations, of up to three hundred and twenty-five million (325,000,000) new common shares, registered and with no par value ("Shares"), including in the form of American Depositary Shares (ADS), represented by American Depositary Receipts (ADR) ("Capital Increase" and "Offering", respectively); (iii) to establish that, of the total value of the Offering: (a) five hundred million reais (R$ 500,000,000.00) shall be allocated to the capital stock; and (b) the remaining amount of the value of the Offering will be allocated to the formation of a capital reserve, in accordance with the provisions of article 182, paragraph 1, item 'a', of Brazilian Corporate Law; (iv) to authorize, for all legal purposes and effects, the Company's management to perform all acts necessary and/or convenient to implement the Capital Increase and the Offering; (v) to authorize the Board of Directors, if the market conditions make the Capital Increase and the Offering not advisable, at its sole discretion, at any time, not to implement or cancel the Capital Increase and the Offering without the need for subsequent ratification by the Company's shareholders; e (vi) to authorize the Board of Directors to (a) establish the quantity of shares to be effectively issued (respecting the maximum quantity established by this EGM), (b) approve the Share Price, and (c) homologate the Capital Increase.
  1. Preliminary Procedures: Before starting the works, the Secretary of the Meeting provided clarifications regarding the operation of the electronic attendance system made available by the Company and the form of manifestation of shareholders who remotely attended the Meeting, as well as informed that (i) the works of the Meeting would be recorded, provided that the copy of such recording will be filed at the Company's headquarters; (ii) any new documents eventually presented during the Meeting, which have not yet been made publicly available by the Company, could be viewed simultaneously by all remote participants; and (iii) the electronic system for attendance in the Meeting allowed shareholders to manifest themselves on the matters of the agenda and to speak to each other and to the Board. The Secretary also inquired whether any of the shareholders present had submitted a manifestation of vote by means of a distance voting form and wished to express their vote at the present Meeting, so that the guidance received by means of the distance voting form would be disregarded, as provided for in article 21-C, paragraph 2, item II of CVM Instruction No. 481/2009. Finally, the shareholders dismissed the reading of the summary Voting Map consolidating the

information provided in the analytical voting maps provided by the bookkeeping agent and by the Company itself, since such document was disclosed to the market by the Company on January 16, 2022, and the Secretary informed that all shareholders could have access to such Voting Map, including during the Meeting.

7. Deliberations Approved:

  1. Initially, it was approved, by unanimous votes of the attending shareholders, the drawing up of the minutes of this Meeting in the form of a summary of the facts occurred, containing only the transcription of the deliberations taken, and that its publication be made with the omission of the signatures of the shareholders, as provided in paragraphs 1 and 2 of article 130 of the Brazilian Corporate Law.
  2. It was approved, by majority of votes of the attending shareholders, with five hundred fifty-seven million, eighty thousand, nine hundred thirty-one (557,080,931) favorable votes, sixty-seven million, three hundred ninety-three thousand, one hundred forty-three (67,393,143) contrary votes and fifty-seven million four hundred ten thousand and seventy-four (57,410,074) abstentions, amend the limit of authorization for capital increase, regardless of statutory reform, with the resulting amendment of article 7 and the consolidation of the Company's bylaws. Therefore, the aforementioned statutory provision is now worded as follows:

"Article 7. The Company is authorized to increase its capital stock, regardless of statutory reform, up to the number of shares in which the capital stock is divided is of one billion three hundred and twenty-five million (1,325,000,000) common shares, upon deliberation of the Board of Directors."

7.2.1. Due to the approval of the above change, the Company's bylaws will take effect with the consolidated wording that is part of these Minutes as Annex I.

7.3. It was approved, by majority of votes of the attending shareholders, with five hundred and forty-eight million, eighty thousand, five hundred and twenty-one (548,080,521) favorable votes, sixty-nine million, nine hundred forty-seven thousand, nine hundred forty-four (69,947,944) contrary votes and sixty-three million eight hundred fifty-five thousand six hundred eighty-three (63,855,683) abstentions, the Company's capital increase by means of a public offering for primary distribution, pursuant to CVM Instruction 476 of January 16, 2009 and other applicable regulations, of up to three hundred and twenty-five million (325,000,000) new common shares, registered and with no par value ("Shares"), including in the form of American Depositary Shares (ADS), represented by American Depositary Receipts (ADR) ("Capital Increase" and "Offering", respectively).

  1. 7.4. It was approved, by majority of votes of the attending shareholders, with five hundred fifty-five million, four hundred sixty-six thousand, four hundred forty-nine (555,466,449) favorable votes, sixty-two million, seven hundred thirty-five thousand, six hundred thirty-seven (62,735,637) contrary votes and sixty-three million, six hundred eighty-two thousand, sixty-two (63,682,062) abstentions, that, of the total value of the Offering: (a) five hundred million reais (R$ 500,000,000.00) shall be allocated to the capital stock; and (b) the remaining amount of the value of the Offering will be allocated to the formation of a capital reserve, in accordance with the provisions of article 182, paragraph 1, item 'a', of Brazilian Corporate Law. With regard to the Capital Increase and the Offering, please note that:

  2. The issue price of the Shares ("Price per Share") and the consequent amount of the Capital Increase shall be established by the Board of Directors, pursuant to article 170, paragraph 1, of the Brazilian Corporate Law.
  3. The Price per Share shall be fixed after the conclusion of the investment intention gathering procedure carried out exclusively with institutional investors ("Bookbuilding Procedure"), with respect to the following parameters: (i) the quotation of the common shares issued by the Company on B3 S.A. - Brasil, Bolsa, Balcão ("B3") and of the ADRs on the New York Stock Exchange ("NYSE"); and (ii) the indications of interest as a function of the quality and quantity of demand (by volume and price) for the Shares. Under the terms of article 170, paragraph 1, item III, of the Brazilian Corporate Law, the choice of the criteria for determining the Price per Share is justified because it will be assessed by means of the Bookbuilding Procedure and, therefore, will not promote the unjustified dilution of the Company's shareholders.
  4. The Offering will be conducted (a) in Brazil, pursuant to CVM Instruction No. 476, of January 16, 2009, and other applicable legal and regulatory provisions, and (b) abroad, to be carried out, in the United States of America, including in the form of ADS, represented by ADR, listed and admitted to trading on the NYSE, in accordance with the U.S. Securities Act of 1933, and, in other countries, except Brazil and the United States of America, in compliance with the legislation in force in each country, provided that foreign investors invest in Brazil, in line with the investment mechanisms regulated by the National Monetary Council, by the Central Bank of Brazil and by the CVM, and with the participation of certain intermediary institutions to be hired by the Company's management
  5. The new Shares will be entitled, on equal terms with the existing ones, to all rights granted to the latter, including dividends, interest on equity and any capital remuneration that may be declared by the Company after homologation of the Capital Increase.
  1. The payment of the subscribed shares will be made in cash, in Brazilian currency, according to a procedure to be disclosed in due course.
  2. The issuance of Shares by the Company as a result of the Capital Increase will be made to the exclusion of the preemptive rights of its current holders of common shares issued by the Company ("Shareholders"), pursuant to article 172, item I, of the Brazilian Corporate Law and article 8 of the Company's bylaws.
  3. In order to ensure the participation of Shareholders in the Offering, priority will be granted to Shareholders for the subscription of up to the totality of the Shares to be placed by means of the Offering, in the proportion of their respective interests in the Company's total capital stock, without the possibility of apportionment of the surplus, disregarding the shares issued by the Company held in treasury, if any, in accordance with the procedure to be disclosed in due course ("Priority Right"). Shareholders owning shares of the Company on a date to be established in the Offering documents to be disclosed will have the Priority Right to subscribe for up the totality of the new Shares, the ratio being 0.402517 new share issued by the Company to be issued in the context of the Capital Increase for each share issued by the Company that the Shareholders own.
  4. After compliance with the Priority Right, any remaining Shares will be allocated to professional investors, in Brazil or foreign investors, in other countries, through the intermediary institutions of the Offering.
  1. It was approved, by majority of votes of the attending shareholders, with five hundred fifty-seven million, seven hundred sixty-eight thousand, three hundred thirty (557,768,330) favorable votes, sixty million, four hundred thirty-five thousand, one hundred twenty-three (60,435,123) contrary votes and sixty-three million, six hundred eighty thousand, six hundred ninety-five (63,680,695) abstentions, the authorization, for all legal purposes and effects, the Company's management to perform all acts necessary and/or convenient to implement the Capital Increase and the Offering.
  2. It was approved, by majority of votes of the attending shareholders, with five hundred and sixty-one million, two hundred and eighty-three thousand, three hundred and seventy-seven (561,283,377) favorable votes, sixty-three million, fifty-three thousand, six hundred and eighty-five (63,053,685) contrary votes and fifty-seven million, five hundred forty-seven thousand, eighty-six (57,547,086) abstentions, the authorization to the Board of Directors, if the market conditions make the Capital Increase and the Offering not advisable, at its sole discretion, at any time, not to implement or cancel the Capital Increase and the Offering without the need for subsequent ratification by the Company's shareholders.

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BRF SA published this content on 17 January 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 17 January 2022 22:54:03 UTC.


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