Extraordinary General
Shareholders Meeting
Manual
December 18, 2012
TABLE OF CONTENTS
1 - Message from the Management___________________03
2 - Legitimization and Representation of Shareholders at the
General Meetings
2.1 Shareholders
2.1.1. Individual Shareholder_____________________05
2.1.2. Corporate Shareholders____________________05
2.1.3. Shareholders Represented by Proxy___________05
2.1.4. Foreign Shareholders______________________ 05
2.2. Holders of American Depositary Shares – ADSs______06
3 – Convocation Notice____________________________07
4 - Proposal of the Board of Directors ________________08
5 - Attach – Proxy Model___________________________13
2
MESSAGE FROM THE MANAGEMENT
Dear shareholders,
BRF is a company characterized by its widespread and diffuse shareholding
control, granting equal rights and protection mechanisms to shareholders.
Our shares are listed on the Novo Mercado segment of the São Paulo Stock
Exchange (BM&FBovespa) and on the New York Stock Exchange (NYSE), with
level III ADRs.
In line with the high level of corporate governance adopted by the Company
and within the transparency, homogeneity, and equity principles defined for
our relationship with investors, we hereby invite Shareholders to participate
in our Ordinary and Extraordinary Shareholders’ Meeting to be held on
December 18, 2012, at 05:00 p.m., at our head office located at Jorge
Tzachel, 475 – Bairro Fazenda, in the city and state of Santa Catarina, Brasil.
Reinforcing our attention to the information provided, we release in our
Investor Relations website all the mandatory and additional documents for the
understanding of the Meeting and consequent decision making, as well as this
reference manual:
.Call Notice;
.Management Proposal;
.Fiscal Council Opinion;
.Appraisal Report;
.Electronic Proxy Voting;
.Proxy Model / Proxy Statements;
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We will deliberate on the following extraordinary subjects:
1. Ratify the choice of the company Ernst & Young Terco Auditores
Independentes S.S., appointed by this Board of Directors to prepare the
Appraisal Reports of the Companies SADIA S.A. and HELOÍSA INDÚSTRIA E
COMÉRCIO DE PRODUTOS LÁCTEOS LTDA.;
2. Approve the Appraisal Reports referred to in item 1 above, as well as
the Protocols and Justifications for the mergers of the companies SADIA
S.A. and HELOÍSA INDÚSTRIA E COMÉRCIO DE PRODUTOS LÁCTEOS LTDA.
with BRF – Brasil Foods S.A.;
3. Approve the mergers of SADIA S.A. and HELOÍSA INDÚSTRIA E COMÉRCIO
DE PRODUTOS LÁCTEOS LTDA. by BRF – Brasil Foods S.A. with the
consequent extinguishment of the merged companies; and
4. Approve the amendment of the following Articles of the Company’s
current By-laws: inclusion of paragraphs 1 and 2 in Article 1; Article 3,
sections 4 and 6 and sole paragraph, section k; Article 5, paragraph 4;
Article 13 heading and sole paragraph; Article 14, sections 4 and 6; Article
18, item 23; Article 32, paragraph 2; Article 34; Article 37 heading and
paragraph 1; Article 38 heading and paragraph 1; Article 43; and Article 44;
in accordance with the amendment proposal presented.
We understand that the information presented herein enables shareholders to
take an anticipatory position and make decisions more easily. Our Investor
Relations team is prepared and at your disposal to clear any doubts or to
advise you.
We count on your presence at our Meetings, where we will discuss matters of
importance to the Company that will influence the effective generation of
value to our shareholders.
Sincerely,
Nildemar Secches
Chairman
José Antonio do Prado Fay
Chief Executive Officer
Leopoldo Viriato Saboya
Chief Financial,
Administrative and Investor
Relations Officer
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LEGITIMIZATION AND REPRESENTATION OF
SHAREHOLDERS AT THE GENERAL MEETINGS
Shareholders
Individual Shareholder
▪ ID Card with picture;
▪ Statement including the respective shareholding interest, issued by the
custodian bank.
Corporate Shareholders
▪ Notarized copy of the latest Bylaws or consolidated articles of
association, and of the corporate documentation granting powers of
attorney (e.g.: minutes of the election of officers);
▪ Identification Document from the legal representative(s) with picture;
▪ Statement including the respective shareholding interest, issued by the
custodian bank.
Shareholders Represented by Power of Attorney
▪ In addition to the abovementioned documents, a notarized power of
attorney, which must have been granted in less than 1 year to an
attorney who must be a shareholder, manager of the company or
lawyer; and
▪ Attorney's Identification Document with picture.
PS: The corporate documentation must confirm the authority of the legal
representative(s) that granted the power of attorney in the name of the
corporate shareholder.
Foreign Shareholders
Foreign shareholders must present the same documentation as the Brazilian
shareholders, except for the fact that corporate documents of the corporate
shareholders and the proxies must be notarized and consularization.
5
Holders of American Depositary Shares – ADSs
ADSs holders will be represented by The Bank of New York Mellon, as the
depository institution, pursuant to the terms of the “Deposit Agreement”
signed with BRF – Brasil Foods S.A..
Investor Relations
Rua Hungria, 1.400
01455-000 > São Paulo > SP
Phone: 55 11 2322 5061
Fax: 55 11 2322 5740
E-mail: [email protected]
www.brasilfoods.com/ir
6
CONVOCATION NOTICE
EXTRAORDINARY GENERAL SHAREHOLDERS MEETING
The shareholders are notified to attend the Special General Meeting to be
held at 05:00 p.m., on December 18, 2012, at the head offices of the
Company, at Rua Jorge Tzachel, 475, Itajaí – Santa Catarina, Brasil, in order
to resolve on the following agenda:
EXTRAORDINARY GENERAL MEETING
1. Ratify the choice of the company Ernst & Young Terco Auditores
Independentes S.S., appointed by this Board of Directors to prepare the
Appraisal Reports of the Companies SADIA S.A. and HELOÍSA INDÚSTRIA E
COMÉRCIO DE PRODUTOS LÁCTEOS LTDA.;
2. Approve the Appraisal Reports referred to in item 1 above, as well as
the Protocols and Justifications for the mergers of the companies SADIA
S.A. and HELOÍSA INDÚSTRIA E COMÉRCIO DE PRODUTOS LÁCTEOS LTDA.
with BRF – Brasil Foods S.A.;
3. Approve the mergers of SADIA S.A. and HELOÍSA INDÚSTRIA E COMÉRCIO
DE PRODUTOS LÁCTEOS LTDA. by BRF – Brasil Foods S.A. with the
consequent extinguishment of the merged companies; and
4. Approve the amendment of the following Articles of the Company’s
current By-laws: inclusion of paragraphs 1 and 2 in Article 1; Article 3,
sections 4 and 6 and sole paragraph, section k; Article 5, paragraph 4;
Article 13 heading and sole paragraph; Article 14, sections 4 and 6; Article
18, item 23; Article 32, paragraph 2; Article 34; Article 37 heading and
paragraph 1; Article 38 heading and paragraph 1; Article 43; and Article 44;
in accordance with the amendment proposal presented.
Pursuant to Article 13 of the By-laws, the shareholders intending to be
represented by a proxy shall present the respective power of attorney by
December 11, 2012, date which precedes by at least five (5) business days the
date of the Shareholders’ Extraordinary General Meeting, at Rua Hungria,
7
1,400 – 5th floor, Jardim Europa, CEP 01455-000, São Paulo-SP, to the Investor
Relations area.
The Shareholders participants in the fungible custody of shares shall present,
on the date of the Shareholders’ Extraordinary General Meeting and as a
condition of entry to the meeting, a statement issued by the institution
responsible for the custody, containing the respective share ownership.
The Company’s shareholders interested in accessing the information or
clarifying inquiries regarding the proposals above should contact the
Company’s Investor Relations area, at the following phone numbers +55 (11)
23225061/5050/5048/5049/5051/5052/5037
or
by
e-mail:
[email protected].
All documents pertaining to this Meeting are available to the shareholders at
the Company’s website: (www.brasilfoods.com.br/ri), as well as the system of
proxies to enable shareholders to participate. Copies of the documents will
also be available at the websites of the Comissão de Valores Mobiliários
(Securities and Exchange Commission of Brazil) (www.cvm.gov.br), and
BM&FBOVESPA S.A. - Bolsa de Valores Mercadorias e Futuros (Stock Exchange
and Mercantile & Futures Exchange) (www.bmfbovespa.com.br) as of this
date. Additionally, the Meeting shall be transmitted by video conference to
the São Paulo office, located at Rua Hungria, 1,400 – 5th floor, Jardim Europa,
for shareholders who so prefer.
São Paulo (SP), November 12, 2012.
Nildemar Secches
Chairman
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PROPOSAL OF THE BOARD OF DIRECTOR TO THE
EXTRAORDINARY GENERAL SHAREHOLDERS
MEETING
Dear Shareholders,
The Board of Directors of BRF – Brasil Foods S.A. (“BRF” or “Company”)
hereby presents the following proposals to the Shareholders, to be submitted
to the Extraordinary Shareholders’ General Meeting of the Company to be
held on December 18, 2012:
1. Ratify the choice of the company Ernst & Young Terco Auditores
Independentes S.S., appointed by this Board of Directors to prepare the
Appraisal Reports of the companies SADIA S.A. and HELOÍSA INDÚSTRIA E
COMÉRCIO DE PRODUTOS LÁCTEOS LTDA.;
The management of the Company hired Ernst & Young Terco Auditores
Independentes S.S. as the sole appraiser of the companies SADIA S.A.
(“Sadia”) and HELOÍSA INDÚSTRIA E COMÉRCIO DE PRODUTOS LÁCTEOS
LTDA. (“Heloisa”), in order to obtain accounting appraisals of the net
equity of these companies. Considering the qualification of the company
contracted and its independence in relation to the parties involved, the
Management proposes that the Shareholders ratify the contracting of Ernst
& Young Terco Auditores Independentes S.S. as a specialized company to
prepare the Appraisal Reports. The main information on this company is
described in Attachment I hereto, in accordance with Attachment 21 of
CVM Instruction 481.
2. Approve the Appraisal Reports referred to in item 1 above, as well as
the Protocols and Justifications for the mergers of the companies SADIA
S.A. and HELOÍSA INDÚSTRIA E COMÉRCIO DE PRODUTOS LÁCTEOS LTDA.
with BRF – Brasil Foods S.A.;
The Company’s Management recommends that the Shareholders approve:
(i) the Appraisal Reports, which are part of this Proposal as Attachment II
and Attachment III; and (ii) the Protocols and Justifications of the Merger of
Sadia and Heloisa with BRF, which present all the operational aspects
9
relevant to the mergers, as well as their respective justifications
(Attachment IV and Attachment V).
3. Approve the mergers of SADIA S.A. and HELOÍSA INDÚSTRIA E COMÉRCIO
DE PRODUTOS LÁCTEOS LTDA. with BRF – Brasil Foods S.A. with the
consequent extinguishment of the merged companies; and
The merger of Sadia, which is fully owned by BRF, represents the last stage
in a process that began on May 19, 2009, with the execution of an
association agreement between BRF (then called Perdigão S.A.) and Sadia,
seeking to unify the operations of the Company with Sadia. The principal
objective of the merger is the full integration of the businesses of Sadia
and BRF, to maximize synergy, rationalize activities, and thus reduce
administrative and operational costs, increase productivity and simplify
BRF’s corporate structure.
The merger of Heloisa, which is fully owned by BRF, is part of a process of
corporate and business restructuring involving BRF and Heloisa, and its
principal objective is to maximize synergy and rationalize activities with
the consequent reduction of administrative and operational costs and
simplification of BRF’s corporate structure.
Thus, the Company’s Management recommends that the Shareholders
approve the mergers of Sadia and Heloisa with BRF.
4. Approve the amendment of the following Articles of the Company’s
current By-laws: inclusion of paragraphs 1 and 2 in Article 1; Article 3,
sections 4 and 6 and sole paragraph, section k; Article 5, paragraph 4;
Article 13 heading and sole paragraph; Article 14, sections 4 and 6; Article
18, item 23; Article 32, paragraph 2; Article 34; Article 37 heading and
paragraph 1; Article 38 heading and paragraph 1; Article 43; and Article 44;
in accordance with the amendment proposal presented.
As a result of the merger of Sadia with BRF, it is necessary to amend Article
3 of the By-laws, which governs the BRF’s corporate purpose, to add some
activities that are contemplated in Sadia’s corporate purpose. The approval
of this matter at the shareholders’ meeting will not entitle dissident
shareholders to the right of dissent nor to reimbursement for their shares,
since: (i) the activities listed are already indirectly conducted by BRF,
through Sadia, its wholly owned subsidiary; (ii) these activities will not
modify the area of business and main activity of BRF; and (iii) the
10
amendment is necessary as a result of the merger with Sadia. For these
reasons, the activities included shall be considered as a mere consequence
or complement to the corporate purpose already described in BRF’s By-laws
and are inherent to the Company’s business.
The purpose of the following amendments to the By-laws, which are
complementary to those made at the Company’s Ordinary and
Extraordinary Shareholder’s General Meeting held on April 24, 2012, is to
improve the wording of some of the provisions of the By-laws and to comply
with demands made by BM&FBOVESPA S.A. – Bolsa de Valores, Mercadorias
e Futuros (“BM&FBOVESPA”): (i) inclusion of paragraphs 1 and 2 in Article
1; (ii) Article 3, sections 4 and 6 and sole paragraph, section k; (iii) Article
5, paragraph 4; (iv) Article 13 heading and sole paragraph; (v) Article 14,
sections 4 and 6; (vi) Article 18, item 23; (vii) Article 32, paragraph 2; (viii)
Article 34; (ix) Article 37 heading and paragraph 1; (x) Article 38 heading
and paragraph 1; (xi) Article 43; and (xii) Article 44; in accordance with
the amendment proposal presented.
No legal or economic effects for the Company are foreseen as a result of
the amendments now proposed, given that: (i) the amendment of Article 3
is a mere consequence of the merger with Sadia; and (ii) the amendment of
the other articles indicated above results from demands by BM&FBOVESPA,
which shall be complied with by the Company, also in accordance with the
Listing Regulation of Novo Mercado.
Thus, the Company’s Management recommends that the Shareholders
approve the amendments indicated above, as detailed in Attachment VI to
this Proposal.
This is what the Board has to propose and expects shareholders will evaluate
and approve.
The Company’s shareholders who are interested in accessing the information
or clarifying inquiries regarding the proposals above should contact the
Company’s Investor Relations area, at the following phone numbers +55 (11)
2322-5061/5050/5048/5049/5051/5052/5037
or
by
email:
[email protected]. All of the documents pertaining to this Meeting are
available to the shareholders at the following websites: (i) the Company’s
(www.brasilfoods.com.br/ri), (ii) Comissão de Valores Mobiliários (Securities
and Exchange Commission of Brazil) (www.cvm.gov.br), and (iii)
11
BM&FBOVESPA S.A. - Bolsa de Valores Mercadorias e Futuros (Stock Exchange
and Mercantile & Futures Exchange) (www.bmfbovespa.com.br).
São Paulo (SP), November 12, 2012
Nildemar Secches
Chairman
Paulo assunção de Sousa
Vice-chairman
Allan Simões Toledo
Décio Da Silva
José Carlos Reis Magalhães Neto
Luís Carlos Fernandes Afonso
Luiz Fernando Furlan
Manoel Cordeiro Silva Filho
Pedro de Andrade Faria
Walter Fontana Filho
Electronic Proxy Voting
12
POWER OF ATTORNEY
Through the intermediary of this private instrument, [ Shareholder ], [
nationality ], [ civil status ], [ occupation ], bearer of the identity document,
number [•] [ issuing entity ], registered in the Brazilian tax register (CPF/MF)
under number [•], resident and domiciled at [ full address, including district,
city, state and CEP(ZIP code) ] (“Principal”), nominates and constitutes as
their attorney-in-fact Messrs/Mesdames Silvia Eduarda Ribeiro Coelho,
Brazilian, widow, attorney, OAB/SP n. 63.205, CPF n. 020.167.068-21, Lola
Pergher, Brazilian, married, attorney, OAB/SP n. 9.595, CPF nº 540.562.68991, with powers, acting in isolation and independently of the order of
nomination, to represent the Principal in the position of holder of [•] ([
number of shares in words ]) common shares of BRF – Brasil Foods S.A., a
publicly held company registered in the corporate tax register (CNPJ/MF)
under number 01.838.723/0001-27, with registered offices at Rua Jorge
Tzachel, 475, Bairro Fazenda, in the city Itajaí, state of Santa Catarina, CEP
88301-600 (“Company”), in the Extraordinary General Meeting to be held at
[5:00 p.m.] on December 18, 2012 at the corporate headquarters of the
Company, signing the Shareholders’ Presence Register of the Company and the
minutes of the Extraordinary General Meeting for the specific purpose
voting in strict conformity with the following guidance:
of
(i) Ratify the choice of the company Ernst & Young Terco Auditores
Independentes S.S., appointed by this Board of Directors to prepare the
Appraisal Reports of the Companies SADIA S.A. and HELOÍSA INDÚSTRIA E
COMÉRCIO DE PRODUTOS LÁCTEOS LTDA.;
In Favor
Against
Abstention
[ ]
[ ]
[ ]
Mark with an X in the box of your choice above.
13
(ii) Approve the Appraisal Reports referred to in item 1 above, as well as the
Protocols and Justifications for the mergers of the companies SADIA S.A. and
HELOÍSA INDÚSTRIA E COMÉRCIO DE PRODUTOS LÁCTEOS LTDA. with BRF –
Brasil Foods S.A.;
In Favor
Against
Abstention
[ ]
[ ]
[ ]
Mark with an X in the box of your choice above.
(iii) Approve the mergers of SADIA S.A. and HELOÍSA INDÚSTRIA E COMÉRCIO
DE PRODUTOS LÁCTEOS LTDA. by BRF – Brasil Foods S.A. with the consequent
extinguishment of the merged companies; and
In Favor
Against
Abstention
[ ]
[ ]
[ ]
Mark with an X in the box of your choice above.
(iv) Approve the amendment of the following Articles of the Company’s
current By-laws: inclusion of paragraphs 1 and 2 in Article 1; Article 3,
sections 4 and 6 and sole paragraph, section k; Article 5, paragraph 4; Article
13 heading and sole paragraph; Article 14, sections 4 and 6; Article 18, item
23; Article 32, paragraph 2; Article 34; Article 37 heading and paragraph 1;
Article 38 heading and paragraph 1; Article 43; and Article 44; in accordance
with the amendment proposal presented.
In Favor
Against
Abstention
[ ]
[ ]
[ ]
Mark with an X in the box of your choice above.
The attorneys-in-fact hereby nominated have no right or obligation
whatsoever to take any other measures in the name of the Principal not
expressly provided for in this instrument or which are necessary to its full
compliance.
14
This power of attorney, which may be delegated in full or partially, shall be
valid for the aforementioned Extraordinary General Meeting, whether
installed upon the first convening notice or upon the second convening notice.
Day [•] [ month ] 2012.
[ Shareholder ]
15