MARFRIG GLOBAL FOODS S.A.
Chapter I Name, Headquarters, Jurisdiction, Corporate Purpose and Term of
Article 1. Marfrig Global Foods S.A. ("Company") is a corporation with authorized capital, governed by these Bylaws ("Bylaws") and the applicable legal provisions and regulations.
Article 2. The Company has its headquarters and venue in the City of São Paulo, State of São Paulo, at Avenida Queiroz Filho, No. 1.560, Block 5 (Torre Sabiá), 3rd Floor, Room 301, Vila Hamburguesa, ZIP Code 05319-000, and can open and close branches, agencies, warehouses, offices, subsidiaries, representations and any other establishments in the country or abroad, by decision of the Executive Board.
Article 3. The Company's corporate purpose is (a) exploitation of slaughterhouse activities, with the slaughter of cattle, horses, pigs, goats, sheep, poultry, buffaloes and the industrialization and commercialization of products and by-products of animal origin, edible or not, including, but not limited to the industrialization and commercialization of leather products and by-products, in its own or third parties' establishment; (b) purchase, sale, distribution, representation, import and export of food products in general, including alcoholic or not alcoholics beverages and others; (c) purchase and sale of cattle, horses, pigs, goats, sheep, poultry, buffaloes standing; (d) supply of effective labor with other companies; (e) exploitation of agricultural activity; (f) participation as a partner or shareholder in any company of a commercial or civil nature; (g) distribution and sale of food products in general; (h) production, distribution and commercialization of soaps, washing preparations, disinfectants, softeners and other hygiene and cleaning products; (i) cogeneration, production and sale of energy and biodiesel; (j) participation in the financial market, as well as in the carbon credit market; (k) commercialization and production of products derived from legumes and vegetables, as well as all their derivatives and substitutes; rations, preserves, canned goods and fats; and (l) transportation of its products and that of third parties; representations and other related ventures that are necessary for corporate purposes.
Paragraph 1. The Company may explore other lines of business that have an affinity with the purpose expressed in this Article 3.
Paragraph 2 - With the admission of the Company to the special listing segment called Novo Mercado, of B3 S.A. - Brasil, Bolsa, Balcão ("B3" e "Novo Mercado", respectively), the Company, its shareholders, including controlling shareholders, members of the Board of Directors, the Executive Board and the Fiscal Council, are subject to the provisions of Novo Mercado Regulation ("Novo Mercado Regulation").
Paragraph 3. The provisions of the Novo Mercado Regulation will prevail over the statutory provisions, in the event of prejudice to the rights of the recipients of the public offerings provided for in these Bylaws.
Paragraph 4. The Company, its shareholders, including controlling shareholders, members of the Board of Directors, of the Executive Board and of the Fiscal Council, shall observe the terms, obligations and procedures set forth in the B3 Issuers Listing and
Admission to Securities Trading Regulations (Regulamento para Listagem de Emissores e Admissão à Negociação de Valores Mobiliários da B3), in the Manual of the Issuer of B3 (Manual do Emissor da B3) and the Novo Mercado Regulation.
Article 4. The Company has an indefinite term of duration.
Chapter II Capital Stock and Shares
Article 5. The Company's capital stock, fully subscribed and paid in, is BRL 8,328,577,961.00 (eight billion, three hundred and twenty-eight million, five hundred and seventy-seven thousand, nine hundred and sixty-one reais), divided into 711,369,913 (seven hundred and eleven million, three hundred and sixty-nine thousand, nine hundred and thirteen) common shares, all nominative, book-entry and without par value.
Article 6. The Company is authorized by resolution of the Board of Directors, to increase its capital stock, regardless of statutory reform, by issuing up to 1,260.000.000 (one billion, two hundred and sixty million) common shares, all nominative and without par value, being included the current Capital Stock of the Company.
Paragraph 1. The Board of Directors will establish the conditions for the issue of shares referred to in the caput above, including the price and payment period, and may, within the limit of the authorized capital, resolve on the issue of subscription bonuses.
Paragraph 2. Within the limit of authorized capital and in accordance with the plan approved by the Shareholders' meeting, the Board of Directors may authorize the Company to grant stock options to its managers, employees and service providers, as well as to managers, employees and services providers of other companies that are directly or indirectly controlled by the Company, without preemptive rights for shareholders.
Paragraph 3. The Company is prohibited from issuing founders' shares.
Article 7. The share capital will be represented exclusively by common shares and each common share will correspond to the right to one vote in the resolutions of the Shareholders' meeting. The Company will not be able to issue preferred shares.
Article 8. The shares issued by the Company are book-entry, held in accounts of deposit on behalf of their holders, before financial institution authorized by the Brazilian Securities and Exchange Commission ("CVM").
Sole paragraph. In compliance with the maximum limits set by the CVM, the cost of the service of transferring the ownership of book-entry shares may be charged directly to the shareholder by the depositary institution, as defined in a share bookkeeping agreement.
Article 9. At the discretion of the Board of Directors, an issue may be made, without preemptive rights or with a reduction in the term referred to in Article 171, paragraph 4, of the Brazilian Corporation Law, of shares, debentures convertible into shares or subscription bonus, whose placement is made by sale on the stock exchange or by public subscription, or by exchange for shares in a public offer for the acquisition of control, under the terms established in the applicable legislation and regulations, within the limit of the authorized capital.
Chapter III Shareholders' meeting
Article 10. The Shareholders' meeting will meet ordinarily once a year and, extraordinarily, when convened, under the terms of the applicable legislation or these Bylaws.
Article 11. The Shareholders' meeting will be installed and chaired by the Chairman of the Board of Directors or, in his absence, by any member of the Board of Directors or, in his/her absence, by a shareholder or manager of the Company chosen by the majority of votes of those present, and the Chairman of the Shareholders' meeting must appoint the secretary, who may or may not be a shareholder of the Company.
Article 12. It is incumbent upon the Shareholders' meeting, in addition to the duties provided for by law and these Bylaws, to:
elect and remove the members of the Board of Directors, as well as appoint the Chairman of the Board of Directors;
establish the annual global remuneration of the members of the Board of Directors and of the Executive Board, as well as that of the members of the Fiscal Council, if installed;
take, annually, the accounts of the managers and to resolve on the financial statements presented by them;
IV. reform the Bylaws;
resolve on the dissolution, liquidation, merger, spin-off, incorporation of the Company, or of any company into the Company;
VI. approve plans to grant stock options to its managers and employees, as well as to managers and employees of other companies that are controlled, directly or indirectly, by the Company;
VII. resolve, in accordance with the proposal presented by management, on the allocation of income for the year and the distribution of dividends;
VIII. elect the liquidator, as well as the Fiscal Council that will operate during the liquidation period;
IX. resolve on the request to cancel the registration as a publicly-held company with the CVM and withdraw from the Novo Mercado; and
resolve on any matter submitted to it by the Board of Directors.
Section I General Provisions
Article 13. The Company will be managed by the Board of Directors and the Executive Board.
Paragraph 1. The take of office by members of the Board of Directors and of the Executive Office will occur through instrument drawn up in proper book, signed by the manager or director sworn in, and contemplating that he/she is subject to the arbitration clause mentioned in Article 33 of these Bylaws, and any management guarantee is waived and will be conditioned to the compliance with legal requirements.
Paragraph 2. The managers shall communicate to the Company, and, if applicable, to the CVM and B3, the ownership and the negotiations carried out with securities issued by the Company, under the terms of the law and regulations in force.
Paragraph 3. The managers will remain in their positions until their successors take office.
Paragraph 4. The positions of chairman of the board of directors and chief executive officer or main executive of the Company cannot be accumulated by the same person.
Paragraph 5. The rule in Paragraph 4 does not apply in the event of a vacancy, and in this case, the company must: (i) disclose the accumulation of positions as a result of vacancy by the business day following that of the occurrence; (ii) disclose, within 60 (sixty) days, counted from the vacancy, the measures taken to cease the accumulation of positions; and (iii) cease accumulation within 1 (one) year.
Paragraph 6. The Company must disclose, subject to the provisions of the regulations issued by the CVM, which provide for the disclosure and use of information on the relevant act or fact related to publicly-held companies, the resignation or dismissal of members of
the board of directors and statutory officers until the business day following the day in which the company is notified of the resignation or in which the dismissal is approved.
Article 14. The Shareholders' meeting shall establish an annual global compensation limit for distribution among the managers and the Board of Directors shall have the power to decide on the individual remuneration of managers, subject to the provisions of these Bylaws.
Article 15. In compliance with a regular call pursuant to these Bylaws, any of the management bodies validly meets with the presence of the majority of its members and resolve by the vote of the majority of those present.
Sole Paragraph. The prior call of all managers for the meeting will only be waived, as a condition of its validity, if all the members of the body to be convened are present, and, for this purpose, verification of attendance by presentation of written votes delivered by another member or sent to the Company prior to the meeting is permitted.
Section II Board of Directors
Article 16. The Board of Directors will be comprised of at least 03 (three) and at most 11 (eleven)members, all elected and removable by the Shareholders' Meeting, with a unified mandate of 02 (two) years, reelection being permitted.
Paragraph 1. At the Ordinary Shareholders' Meeting, shareholders must decide on the effective number of members of the Board of Directors.
Paragraph 2. Among the members of the Board of Directors at least two (2) directors or 20% (twenty percent), whichever is greater, shall be independent directors, based on the criteria and requirements established by the Novo Mercado Regulation, and the characterization as an independent director must be expressly indicated in the minutes of the Shareholders' meeting electing them, being also considered as independent the director(s) elected through the powers provided for in article 141, paragraphs 4 and 5, of Law 6,404, of 15 December 1976, as amended ("Brazilian Corporation Law").
Paragraph 3. When, as a result of the calculation of the percentage referred to in Paragraph 1 above, a fractional number of independent directors results therefrom, it shall be proceeded with the rounding up to the number immediately higher
Paragraph 4. The member of the Board of Directors must have an unblemished reputation, and one cannot be elected, unless upon waiver of the Shareholders' Meeting, if he/she (i) occupies positions in companies that may be considered competitors of the Company; or (ii) has or represents a conflicting interest with the Company; voting rights cannot be exercised by the member of the Board of Directors if the same impediment factors are configured superveniently.
Paragraph 5. The member of the Board of Directors may not have access to information or participate in meetings of the Board of Directors related to matters on which he/she has or represents a conflicting interest with the Company, and the exercise of his/her voting right is expressly forbidden.
Paragraph 6. The Board of Directors, for better performance of its functions, may create committees or working groups with defined objectives, being made up of persons designated by it from among the members of the management and/or other people who are not part of the management of the Company.
Article 17. The Chairman of the Board of Directors will be appointed by the Shareholders' Meeting.
Paragraph 1. The Chairman of the Board of Directors will be responsible for presiding over the Shareholders Meetings and meetings of the Board of Directors and in case of absence or temporary impediment, these functions must be exercised by another member of the Board of Directors chosen by the majority of the other members.
Paragraph 2. In the event of a vacancy in the Board of Directors that does not result in a composition lower than the majority of the positions of the body, according to the number of effective members decided by the Shareholders' meeting, the other members of the Board of Directors may: (i) appoint substitute(s), who shall remain in office until the end of the term of the replaced member(s); or (ii) choose to leave vacant the position(s) of the vacant member(s), provided that the minimum number of members provided for in the caput of Article 16 is respected.
Paragraph 3. In the event of a vacancy in the Board of Directors that results in a composition lower than the majority of the positions of the body, according to the number of effective members decided by the Shareholders' Meeting, the Board of Directors must call the Shareholdders' Meeting to elect substitute(s) who shall remain in the position until the end of the term of the replaced member(s).
Paragraph 4. In the resolutions of the Board of Directors, the Chairman of the body will be attributed, in addition to his own vote, the casting vote, in the event of a tie in the vote due to an eventual composition of an even number of members of the Board of Directors. Each director will have the right to 1 (one) vote in the resolutions of the body.
Article 18. The Board of Directors will meet whenever called by the Chairman of the Board of Directors. Board meetings may be held, exceptionally, by conference call, video conference or any other means of communication in which there is unequivocal proof of the vote.
Paragraph 1. The summons for the meetings shall be made in writing at least 3 (three) business days in advance, by letter, telegram, fax, e-mail or any other form that allows the recipient to confirm receipt of the summons, and must contain the agenda and be accompanied by documentation relating to the agenda.
Paragraph 2. All resolutions of the Board of Directors will be included in the minutes drawn up in the respective Board book and signed by the attending members.
Paragraph 3. At the Board of Directors' meetings, early written votes and votes cast by fax, electronic mail or any other means of communication are permitted, and the members who vote in this way shall be counted as attending the meeting.
Paragraph 4. The decisions of the Board of Directors will always be taken by the favorable vote of the majority of the members present at the meeting.
Article 19. It is incumbent upon the Board of Directors, in addition to other duties attributed to it by law or in these Bylaws:
to set the general direction of the Company;
to appoint and dismiss the Company's Executive Officers;
to establish or change the limit amount of the Executive Board for the issuance and/or a public or private offering of credit instruments for raising funds, whether simple debentures, not convertible into shares and without collateral, "bonds", "notes", promissory notes, "commercial papers" or other commonly used in the market as well as to secure their issuance and redemption conditions, being possible, in the cases defined, to require the prior authorization of the Board of Directors as a condition of validity of the act;
to supervise the management of the Executive Officers, examining, at any time, the Company's books and papers and requesting information about agreements entered into or to be entered into and any other acts;
to choose and remove the Company's independent auditors;
to call independent auditors to provide clarifications deemed necessary;
to prepare the Management Report and the Executive Board's accounts and resolve on their submission to the Shareholders' Meeting;
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Marfrig Global Foods SA published this content on 08 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 08 April 2021 21:49:01 UTC.