FREE TRANSLATION
MARFRIG GLOBAL FOODS S.A.
Taxpayer ID (CNPJ/MF) 03.853.896/0001-40
State registration (NIRE) 35.300.341.031
A public company
MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS
HELD ON FEBRUARY 16, 2015
Date, Time and Place. Meeting of the Board of Directors of Marfrig Global Foods S.A.
(“Company”) held via conference call on February 16, 2015, at 7 a.m., in the registered office
premises located at Avenida Chedid Jafet 222, Tower A, 5th floor, Suite 01, district of Vila Olimpia,
Postal Code (CEP) 04551-065, in the City of São Paulo, State of São Paulo.
Call notice and attendance. Call notice regularly given to the directors of the Company.
Attending the meeting were Mr. Marcos Antonio Molina dos Santos – Chairman of the Board, Ms.
Marcia Aparecida Pascoal Marçal dos Santos, Rodrigo Marçal Filho, Alain Emilie Henry Martinet,
Antonio Maciel Neto, Marcelo Maia de Azevedo Correa, Carlos Geraldo Langoni and David G.
McDonald.
Presiding Officers. Mr. Marcos Antonio Molina dos Santos - Chairman; Mr. Heraldo Geres –
Secretary
Agenda. Decisions on I) Appointment of the new Chief Executive Officer of the Company; and
II) Confirmation of the composition of the Executive Board of Officers of the Company.
Decisions. Having considered and debated the topics in the order of business and the decisions
the Board adopted at a meeting held on January 15, 2015, at 7 a.m., when it was announced Mr.
Sergio Agapito Lires Rial would be stepping down and replaced by Mr. Martin Secco Arias as
new Chief Executive Officer, the members of the Board of Directors accepted the resignation
(Appendix I) of Mr. Sergio Agapito Lires Rial from the office of Chief Executive, also having
decided the following by unanimous vote of the attendees:
(I) for a replacement, to APPOINT Mr. MARTIN SECCO ARIAS, a Uruguayan citizen, married,
business administrator, enrolled with the Individual Taxpayers’ Registry of the Ministry of Finance
under CPF/MF No. 700.817.081-57, bearer of Identity Card for Foreigners RNE No. G116280-J
issued by the Federal Police Department, with office address in the City of São Paulo, State of
São Paulo, at Av. Chedid Jafet 222, Tower A, 5th floor, district of Vila Olímpia, Postal Code (CEP)
04551-065. The officer now appointed takes office by signing the relevant investiture instruments,
as well as a deed of adherence to the Novo Mercado Listing Rules, which are an integral part of
these minutes as Appendices II and III. The term of the Chief Executive Officer now elected will
extend through May 7, 2016, thus ending at the same time as the term of the other executive
officers elected on May 6, 2013.
II) to CONFIRM the current composition of the Executive Board of Officers of the Company, which
starting from the date hereof is the following: a) Mr. MARTIN SECCO ARIAS, a Uruguayan
1/2
MARFRIG GLOBAL FOODS S.A.
February 16, 2015 – Board of Directors Meeting – Appointment of Chief Executive; Confirmation Executive Board of Officers.
citizen, married, business administrator, enrolled with the Individual Taxpayers’ Registry of the
Ministry of Finance under CPF/MF No. 700.817.081-57, bearer of Identity Card for Foreigners
RNE No. G116280-J issued by the Federal Police Department, serves as Chief Executive
Officer; b) Mr. RICARDO FLORENCE DOS SANTOS, a Brazilian citizen, married, business
administrator, bearer of Identity Card RG No. 6.231.779.SSP/SP, enrolled with the Individual
Taxpayers’ Registry of the Ministry of Finance under CPF/MF No. 812.578.998-72, accumulates
functions serving as Investor Relations Officer and Chief Financial and Administrative
Officer; c) Mr. HERALDO GERES, a Brazilian citizen, married, lawyer, bearer of Identity Card
RG No. 18.149.948-4.SSP/SP, enrolled with the Individual Taxpayers’ Registry of the Ministry of
Finance under CPF/MF No. 119.691.688-89, serves as General Counsel; d) Mr. TANG DAVID,
a Brazilian citizen, single, business administrator, bearer of Identity Card RG No. 10.623.5345.SSP/SP, enrolled with the Individual Taxpayers’ Registry of the Ministry of Finance under
CPF/MF No. 213.882.168-41, serves as Executive Officer with no Specific Title; and e) Mr.
RODRIGO MARÇAL FILHO, a Brazilian citizen, married, businessman, bearer of Identity Card
RG No. 28.432.094-8.SSP/SP, enrolled with the Individual Taxpayers’ Registry of the Ministry of
Finance under CPF/MF No. 184.346.398-90, serves as Executive Officer with no Specific
Title. All of the executive officers have office address in the City of São Paulo, State of São Paulo,
Brazil, at Avenida Chedid Jafet 222, Tower A, 5th floor, district of Vila Olimpia, Postal Code (CEP)
04551-065. Pursuant to article 150, paragraph 4, of Brazilian Corporate Law (Law No. 6,404/76,
as amended), the members of the Executive Board of Officers are to stay in office until such time
as their appointed successors take office. Moreover, the executive officers solemnly declared to
be clear of any indictments for offenses that otherwise would bar them from engaging in business
or management activities, and declaring, further, to be aware of the provisions under article 147
of Brazilian Corporate Law and the provisions of Brazilian Securities Commission (CVM) Ruling
367 dated May 29, 2002. These executive officers have been appointed for a term set to end as
of May 7, 2016.
Closing. There being no further business to transact, the meeting was adjourned. These minutes
were then drawn up, and subsequently read, found to conform, approved and signed by all
directors in attendance. (Signatures): Presiding Officers: Mr. Marcos Antonio Molina dos Santos
– Chairman; Mr. Heraldo Geres – Secretary. Members of the Board of Directors: Marcos
Antonio Molina dos Santos, Marcia Aparecida Pascoal Marçal dos Santos, Rodrigo Marçal Filho,
Alain Emilie Henry Martinet, Antonio Maciel Neto, Marcelo Maia de Azevedo Correa, Carlos
Geraldo Langoni; David G. McDonald.
I certify this is a true copy of the minutes drawn up in the proper register.
São Paulo, February 16, 2015.
________________________________
Heraldo Geres
Secretary
2/2
MARFRIG GLOBAL FOODS S.A.
February 16, 2015 – Board of Directors Meeting – Appointment of Chief Executive; Confirmation Executive Board of Officers.