PRACTICAL GUIDE to the ANNUAL GENERAL MEETING April 24, 2015

Transcription

1 PRACTICAL GUIDE to the ANNUAL GENERAL MEETING April 24, 2015

2 MESSAGE FROM THE CHAIRMAN Dear Shareholders, True to our corporate governance policies and in line with the transparency standard that guide the actions of Marfrig Global Foods S.A., we are now pleased to invite you to attend the annual general shareholders meeting set to convene on April 24, 2015, at 10 a.m., in our registered office premises located at Avenida Chedid Jafet 222, Tower A, 5 th floor, Suite 01, district of Vila Olimpia, in the City of São Paulo, State of São Paulo, Brazil, Postal Code (CEP) , according to call notices we have published in the Valor Econômico newspaper and the Official Gazette of the State of São Paulo. We value your opinion and consider extremely important that you participate in the annual general meeting. Shareholders meetings provide a unique venue for discussions about the business, financial condition and performance of the Company, and for informed decisionmaking on matters of consequence for our future. We would recommend that you read this practical guide carefully, as well as other documents and information you may access at our investor relations gateway ( or the websites of BM&FBOVESPA at and the Brazilian Securities Commission (Comissão de Valores Mobiliários), or CVM, at In addition to information related to the topics included in the order of business, you will find in this practical guide information on what to do to participate in the meeting and documents we may require from you, including proxy forms. Yours sincerely, Marcos Antonio Molina dos Santos Chairman of the Board of Directors

3 TABLE OF CONTENTS Meeting Date, Time and Place; Preliminary Clarifications Annual General Meeting How to Participate in the Annual Meeting Documents Pertaining to Topics Requiring Your Vote Attachment I Proxy Form (No Voting Instructions) Attachment II - Proxy Form (With Voting Instructions) /17

4 ANNUAL GENERAL SHAREHOLDERS MEETING Meeting Date, Time and Place: The Annual General Meeting has been called to convene Day: April 24, Time: at 10 a.m. We kindly ask you to appear at least a half hour before the meeting time to facilitate the attendance registration and admittance process. Place: Avenida Chedid Jafet 222, Tower A, 5 th floor, Suite 01, City of São Paulo, State of São Paulo, Brazil, Postal Code (CEP) Call Notice: The Call Notice for the Annual General Meeting is set to be published three times, as follows: in the issues of March 23, 24 and 25, 2015, of the Valor Econômico newspaper and in the issues of March 24, 25 and 26, 2015, of the Official Gazette of the State of São Paulo (Diário Oficial do Estado de São Paulo). Preliminary clarifications: Consistent with article 125 of Brazilian Corporate Law (Law No. 6,404/76, as amended), attendance by holders of record representing at least one quarter (¼) of the shares of capital stock issued and outstanding constitutes valid quorum to convene the annual meeting, so that, absent a quorum, the Company will announce another date for the meeting to convene on second call with any number of attending shareholders. Shareholders may attend the meeting and participate in person, or represented by an appointed delegate (or attorney-in-fact, as a delegate or proxy would qualify under Brazilian law). In order to facilitate attendance and encourage participation, we are attaching two proxy model forms so you can decide on the course of action you may wish to take. We value your opinion and consider extremely important that you participate in the meeting. 3/17

5 ANNUAL GENERAL MEETING Under Brazilian Corporate Law, a corporation is required to hold the annual shareholders meeting within four months after the end of a full year. At the annual meeting, shareholders typically review and judge the financial statements; decide on the allocation of net income for the year; set the aggregate annual compensation for directors and officers, elect the directors from time to time and electing the fiscal council members. Set forth below you will find additional information on the topics included in the order of business for the April 24 annual general meeting of the shareholders of Marfrig Global Foods S.A. 1. Receiving the management s annual report; reviewing and judging the financial statements as of and for the year ended December 31, The Management s Annual Report and the Financial Statements and related notes prepared under Management s responsibility as of and for the year ended December 31, 2014, in conjunction with the related independent auditors report, the Fiscal Council Opinion and the Audit Committee Opinion have been approved at a meeting of the Board of Directors held on February 27, These documents have been published in the Valor Econômico newspaper, issue of February 28, 2015, and in the Official Gazette of the State of São Paulo, issue of March 3, The financial statements present the financial position and results of operations of the Company and the changes in shareholders equity from the prior year, thus permitting shareholders to assess our financial condition, results of operations and shareholders equity. Audit firm BDO RCS AUDITORES INDEPENDENTES has audited our financial statements and issued a report indicating that in their judgment the financial statements present fairly, in all material respects, the financial position and results of operations of the Company and its subsidiaries. Given the net loss determined for the year ended December 31, 2014, we are not presenting a proposal for allocation of results, as otherwise would be required per Annex 9-1-II of CVM Ruling No. 481 dated December 17, You will find we have made available in the registered office, in our investor relations gateway and in the websites of BM&FBOVESPA and the CVM, the following documents related to this topic of the annual meeting agenda: a) the Management s Annual Report; b) the Financial Statements and related notes as of and for the year ended December 31, 2013; c) the Independent Auditors Report; d) the Fiscal Council Opinion; e) the Audit Committee Opinion; f) the Management s Discussion and Analysis of Financial Condition and Results of Operations, prepared per Section 10 of the Reference Form 4/17

6 required for filing under CVM Ruling No. 480 dated December 7, 2009; e) the Standard Annual Financial Statements Form (DFP Form). 2. Determining the number of active board of directors seats, in line with the main provision of article 16 of the Bylaws. Under article 16 of the Company s Bylaws, our Board of Directors is composed of at least five (5) and at most eleven (11) members that are elected (for unified two-year terms) or removed upon a decision of the shareholders convening in a general meeting. Additionally, under subsection 4.3 of the Novo Mercado Listing Rules, at least a five-seat board is required. Accordingly, we now propose that you vote to have an eight-seat board of directors. 3. Electing the members of the Board of Directors. The current members of the Board of Directors of Marfrig Global Foods S.A were elected at the annual shareholders meeting held on April 30, 2013, for a unified two-year term set to expire at the date of the upcoming annual meeting. Accordingly, you are now being asked to vote to elect the members of the Board of Directors for a two-year term ending at the time of the 2017 annual meeting. For such purpose, we present for your consideration the following slate of nominee candidate directors, along with a brief biographical description of these candidates. Nominee candidates up for reelection as independent directors: Antonio dos Santos Maciel Neto Mr. Maciel Neto has been an independent member of the Board of Directors of Marfrig Global Foods S.A since May Additionally, he currently serves as Chief Executive Officer of the CAOA Group and as a member of the board of directors of Archer Daniels Midland Company, a U.S.-based global food processing and commodities trading corporation. Previously, he served as chief executive officer of Suzano Papel e Celulose S/A (pulp and paper producer). In addition, from 1999 to May 2006, Mr. Maciel Neto held various executive positions with the Ford conglomerate, including as corporate vice president of the Ford Motor Company (2004), President of Ford s South America Operations ( ) and chief executive officer of Ford Brazil ( ). He is a former Chairman of the Itamarati Group (sugarcane, renewable energy; from 1997 to 1999) and of CECRISA - Revestimentos Ceramicos (ceramic tiles, from 1993 to 1997). Between 1990 and 1993, he held various positions in the federal government of Brazil, including as Adjunct Director of the Manufacturing and Commerce Department of the Ministry of Development Manufacturing and Trade, and National Adjunct Secretary of Economics of the Ministry of Finance, and Vice Minister of the Ministry of Industry, Commerce and Tourism. In the same period he was technical coordinator of the Brazilian Quality and Productivity Program (Programa Brasileiro de Qualidade e Produtividade) or PBQP. He began his professional career at Petrobras in 1980, where 5/17

7 he worked for ten years. Mr. Maciel Neto holds a graduate degree in Mechanical Engineering (1979) from the Federal University of Rio de Janeiro. David G. McDonald Mr. McDonald has been an independent member of the Board of Directors of Marfrig Global Foods S.A since December 2008, after the Company acquired the OSI Group operations in Brazil and in Europe. He serves as President, chief operating officer and a member of the board of directors of the OSI Group, LLC (OSI Industries), which he joined in 1987 as project manager, having served in various roles over time. The OSI Group, LLC, is a food processing international conglomerate with over 70 manufacturing facilities and office premises located in 38 countries ( Mr. McDonald holds a degree in Animal Science from the Iowa State University, United States. Marcelo Maia de Azevedo Correa Mr. Correa has been an independent member of the Board of Directors of Marfrig Global Foods S.A since May He formerly served as chief executive officer of Grupo Neoenergia S.A., as a member of the board of governors of ONS (Operador Nacional do Sistema Elétrico ) the Brazilian Electric Power System Operator, and as director of electric power utilities in the Brazilian states of Bahia (Coelba), Rio Grande do Norte (Cosern) and Pernambuco (Celpe), and as director of local power utilities, thermal power stations and small hydropower plants (Itapebi, Termopernambuco, Bahia PCH I, Afluente, Goiás Sul and Baguari I) operated by the Neoenergia group. Previously, he served as chairman of the board of CPFL Piratininga ( ), chief executive officer of VBC Energia S.A. ( ), member of the fiscal council of RGE Rio Grande Energia ( ) and of CPFL Paulista (2000). Mr. Correa holds a graduate degree in engineering (1982) from the Pontifical Catholic University of Rio de Janeiro and a master s degree in Finance (1992) from the IBMEC. Carlos Geraldo Langoni Mr. Langoni has been an independent member of the Board of Directors of Marfrig Global Foods S.A since May He currently serves as a member of the board of directors of Souza Cruz (a subsidiary of British American Tobacco), member of the Advisory Board of the Guardian Industries group, President of Projeta Consultoria Economica Ltda. and Senior Adviser to Companhia Vale do Rio Doce. He also served as Chairman of the Board of Governors of the Central Bank of Brazil between 1980 and Mr. Langoni holds a graduate degree in Economics (1968) from the Federal University of Rio de Janeiro, Brazil, and a PhD degree in Economics (1970) from the University of Chicago, United States. Nominee candidates up for reelection as non-independent directors: Marcos Antonio Molina dos Santos Mr. Molina dos Santos serves as Chairman of the Board of Directors of Marfrig Global Foods S.A. He has amassed over 20 years of experience in the food industry since opening his first business, a food distribution company, at 16 years of age. Since first founding Marfrig years ago, Mr. Molina dos Santos has actively worked towards maintaining 6/17

8 strong and fruitful relationships with key customers in Brazil and elsewhere, thus boosting the Company s ability to grow and expand, while sustaining its drive to improve the quality of its industrial processes and tackle the challenges of the global economic landscape. Additionally, Mr. Molina dos Santos is a shareholder and the chief executive officer of MMS Participações S.A, which is the controlling shareholder of Marfrig. Marcia Aparecida Pascoal Marçal dos Santos Ms. Marçal dos Santos has been a member of the Board of Directors of Marfrig Global Foods S.A since March With long experience in the industry, she has been serving the Company for many years first as a management member and since 2007 as director. From 2000 to 2006, she served as chief financial officer and chief audit executive. In addition, Ms. Marçal dos Santos is an active participant and Executive President of the Instituto Marfrig Fazer and Ser Feliz de Responsabilidade Social, Marfrig s social investing institute, and a shareholder and deputy chief executive of MMS Participações S.A., the controlling shareholder of the Company. Rodrigo Marçal Filho Mr. Marçal Filho has been a member of the Board of Directors of Marfrig Global Foods S.A since March 2007 and as executive officer of the Company since January 2014 (elected on January 7, he took office on January 23, 2014). He started his career in the agribusiness sector and worked as farm manager until joining the Company in May 2000, where he served in multiple roles, from livestock purchaser to director of construction. Alain Emilie Henry Martinet Mr. Martinet has been a member of the Board of Directors of Marfrig Global Foods S.A since December A French-Argentine business administrator, Mr. Martinet has worked for over 30 years in the beef industry. He first joined Marfrig in October 2006 and has since performed various roles in the Company, including as lead executive for the group s operations in Argentina and the United States and chief executive of the group s trading companies. Previously, Mr. Martinet served as executive officer of Swift Argentina ( ); as executive officer for trade affairs ( ) and general manager ( ) of Frigorífico Rio - Platense; and as lead executive for the international beef operations of U.S.-based Louis Dreyfus Corporation ( ). Consistent with the provision of article 3 of CVM Ruling No. 367 dated May 29, 2002 ( CVM Ruling 367 ), Management reports having obtained from each of the nominated candidate directors assurances that he or she meets the no-liability standards which qualify them as eligible for office and, therefore, each fulfils the requirements of article 147 of Brazilian Corporate Law and CVM Ruling 367. In addition, as President, chief executive and member of the Board of Directors of the OSI Group, LLC, Mr. David G. McDonald could potentially have a conflict of interest with us in the future, as the Marfrig and OSI groups compete in certain international operations. Our shares trade on the Novo Mercado segment of the stock exchange operated by BM&FBOVESPA S.A. The Novo Mercado listing rules require that independent directors 7/17

9 make up at least 20% of the total number of board seats. The nominee candidates up for reelection as independent directors are Messrs. Antonio Maciel Neto, Marcelo Maia de Azevedo Correa, Carlos Geraldo Langoni and David G. McDonald. Under article 3 of CVM Ruling No. 165/91, as amended pursuant to CVM Ruling No. 282/98, holders of record representing at least five percent (5%) of the issued and outstanding shares of stock are entitled to request adoption of cumulative voting system for the election of board members. A cumulative voting election permits voters in an election for more than one seat to put more than one vote on a preferred candidate, the limit being as many votes as there are board seats to fill in. Pursuant to article 10 of CVM Ruling No. 481, the identification and background information required to be presented in subsections 12.6 through of the Reference Form adopted under CVM Ruling No. 480/09, must be provided also with regard to nominee candidate directors. The appendix to the Management Proposal now submitted to you contains identification and background information on the nominees included in the slate of candidate directors we are putting forward. 4. Electing the Fiscal Council members. The current members of the Fiscal Council of Marfrig Global Foods S.A. were elected at the annual shareholders meeting held on April 17, 2014, for a unified one-year term set to expire at the date of the upcoming annual meeting. Thus, it is now necessary to elect the members of the Fiscal Council for another term, as under article 27 of our bylaws the Fiscal Council operates on a continuing basis. Accordingly, you are being asked to vote to elect the members of the Fiscal Council for a one-year term ending at the time of the 2016 annual meeting. For this purpose, we present for your consideration the following slate of nominee candidate fiscal council members, along with a brief biographical description of these candidates. Candidates nominated for election as effective fiscal council members: Eduardo Augusto Rocha Pocetti Mr. Pocetti has been an effective member of the fiscal council of Marfrig Global Foods S.A since April He holds a graduate degree in accounting and a master s degree in business administration from the Business Administration School of the Getúlio Vargas Foundation (FGV). Mr. Pocetti serves as Chairman of the Board of Directors of the Brazilian Institute of Independent Auditors (IBRACON). With over 30 years of experience in auditing, he was formerly a partner of the audit firm KPMG Auditores Independentes; chief executive officer of the audit firm BDO Auditores Independentes and the representative of BDO Brazil before the global network of BDO member firms ( ). He is highly experienced in finance, accounting, independent auditing, economic and financial planning, and in coordinating middle and upper management operations in multiple domestic and international large-cap manufacturing companies and financial conglomerates. He was also lead partner in multiple IPOs and project finance transactions in preparation of mergers and 8/17

10 acquisitions. Mr. Pocetti has not previously occupied other positions in the Board or Management of Brazilian public companies. Roberto Lamb Mr. Lamb has been an effective member of the fiscal council of Marfrig Global Foods S.A since April He holds a graduate degree in Physics from the Federal University of Rio Grande do Sul (1972), a post-graduate degree in Monetary Economics from the Federal University of Rio Grande do Sul (1987) and a master s degree in Business Administration (Finance) from the same University (1993). Mr. Lamb is an IBGC-certified fiscal councilman. He is a Professor of Financial Management for the undergraduate and postgraduate business administration programs of the Federal University of Rio Grande do Sul (has been since 1998). In addition, he has been an effective fiscal council member at AES Tietê S.A. (power utility) since April 2012 and at Gerdau S.A. (steelworks) since April He is also an alternate fiscal council member at AES Elpa S.A. (AES holding company, AES being a power distribution company); alternate fiscal council member at Petrobras S.A. (oil & gas, energy), both of which are public companies. Previously, he served as effective fiscal council member of the following public companies: Seara Alimentos (food products, Brazil), Marcopolo S.A. (truck & bus body shells producer, Brazil), Gerdau S.A. (steelworks, Brazil in ), Rio Grande Energia S.A. (power distribution, Brazil), AES Eletropaulo (power distribution, Brazil). Alexandre Mendonça Mr. Mendonça holds a degree in Electrical Engineering from the Engineering School of the São Paulo University and a degree in Business Administration (with majors in Finance and Entrepreneurship) from the Getúlio Vargas Foundation (São Paulo School). He is a project manager and consultant specializing in development of financial, accounting and marketing strategies, having advised companies in Brazil and elsewhere, including Mineradora Aripuanã (mining company); Gradda Business Solutions (a consultancy firm); Galeazzi & Associados (consultancy specializing in corporate management strategies); Península Participações (asset management firm); Libbs Farmacêutica (pharmaceuticals); Suavipan Alimentos (bakery company); TNL Contax (business processes outsourcing); Credigy Receivables (debt collector); Banco WestLB do Brasil (banking); Merrill Lynch and others. Candidates nominated for election as alternate fiscal council members: Peter Vaz da Fonseca Mr. Fonseca has been an alternate member of the fiscal council of Marfrig Global Foods S.A since April 2014, a position he held previously in the years 2010, He also held the position of effective fiscal council member of the Company in the year Mr. Fonseca holds a graduate degree in accounting. He is currently attending the Business Administration master s degree program of the Mackenzie Presbyterian University. In addition, he specialized in Business Economics (MBA degree from the São Paulo University) and attended specialization programs in Auditing and Expert Inspections at Faculdade Álvares Penteado (FECAP). He is an independent corporate accounting consultant experienced in 9/17

11 multiple market segments. He is also external audit committee member for a number of companies across industries. He is an experienced fiscal councilman. Carlos Roberto de Albuquerque Sá Mr. Albuquerque Sá has been an alternate member of the fiscal council of Marfrig Global Foods S.A since April 2013, a position he also held in the year Mr. Albuquerque Sá holds graduate degrees in Accounting Sciences and Economic Sciences and a postgraduate degree in Finance from the Pontifical Catholic University of Rio de Janeiro (PUC/RJ). Until 2012 he was a Professor of Enterprise Risk Management & Internal Controls for the MBA program of the Armando Alvares Penteado Foundation, and taught Enterprise Risk Management in the Directors Education Program of the Brazilian Institute of Corporate Governance (Instituto Brasileiro de Governança Corporativa), or IBGC. Mr. Albuquerque Sá has been a fiscal council member of the Local Council of the city of Goiânia (state of Goiás) since July Marcelo Silva Mr. Silva served as an alternate member of the fiscal council of Marfrig Global Foods S.A in the year Mr. Silva is an accounting technician (undergraduate degree from the Commercial Apprenticeship National Service, São Paulo Chapter SENAC/SP), holds a Law degree from Universidade Paulista (UNIP) and a post-graduate degree in Tax Law from the Brazilian Institute of Tax Studies (Instituto Brasileiro de Estudos Tributários IBET), in addition to certifications from a number of graduate specialization programs he attended at the São Paulo Association for Tax Studies (Associação Paulista de Estudos Tributários APET), the IOB Corporate Education Center, the FISCOSOFT Continuing Education Center and others. With over 18 years of experience in tax planning and team leadership, he provides consulting services to mid- and large-sized companies across a number of industries, with focus on tax credit analysis and recovery. Pursuant to article 10 of CVM Ruling No. 481, the identification and background information required to be presented in subsections 12.6 through of the Reference Form adopted under CVM Ruling No. 480/09, must be provided also with regard to candidate fiscal council members. The appendix to the Management Proposal also submitted to you contains identification and background information on the nominees included in the slate of candidate fiscal council members we are putting forward. Moreover, the nominations of Messrs. Roberto Lamb and Carlos Roberto de Albuquerque Sá are contingent on formal consent being obtained from shareholder BNDES Participações S.A 5. Ratifying the amounts paid to directors and officers by way of aggregate annual compensation in the year ended December 31, You are being asked to vote to ratify payments the Company made by way of aggregate compensation of directors and officers over the year ended December 31, 2011, which totaled R$16,546,601.00, thus having exceeded by R$ 546, the amount of R$16,000, approved at the annual general meeting held on April 30, /17

12 6. Setting the aggregate compensation of directors, officers and fiscal council members for The compensation proposal put forward to you is for the Company to pay the directors, officers and fiscal council members an aggregate annual amount up to twenty seven million Brazilian reais (R$27,000,000.00), which amount includes benefits and related payroll charges. This compensation proposal covers the period from January to December The proposed total compensation of R$ 27,000,000.00, breaks down into an amount of R$19,241, attributable to the executive officers collectively, plus R$6,939, attributable to the Board members collectively, and R$818, attributable to the fiscal council members collectively. See the table below. Proposed Compensation For 2015 # of Persons Fixed Compensation Short-term Variable Compensation Share-based Payment Payroll Charges Benefits Package TOTAL (In Brazilian reais R$) BOARD OF DIRECTORS ,717, ,143, , ,939, EXECUTIVE BOARD OF OFFICERS ,712, ,825, ,038, ,467, , ,241, FISCAL COUNCIL , , , , SUM TOTAL ,104, ,825, ,038, ,746, , ,000, Consistent with the reporting requirements of section 13 of the Reference Form adopted pursuant to CVM Ruling 480, the executive compensation information related to this proposal is attached as an appendix to the Management Proposal we are also putting forward to you. 11/17

13 HOW TO PARTICIPATE IN THE ANNUAL MEETING In the interest of a smooth admittance process at the time of the meeting, we kindly request you to deliver the documents set forth below, addressed to the care of the Investor Relations Department (Departamento de Relações com Investidores) of the Company, preferably on or before two (2) business days ahead of the meeting date (i.e., no later than 6:00 p.m. on April 22, 2015), at the following address: Avenida Chedid Jafet Bloco A - 5 o andar São Paulo, SP - Brasil - CEP For shareholders that are Natural Persons Certified copy of the identification document (with photo); Updated statement issued by the custodian or the Central Securities Depository attesting to the ownership of shares of record. For shareholders that are Legal Persons Certified copy of the current bylaws or articles of association (as restated) and corporate documents evidencing capacity to act as legal representative (e.g., appointment document, minutes of meeting appointing the representative); Certified copy of the identification document(s) of the legal representative(s) (with photo); Updated statement issued by the custodian or the Central Securities Depository attesting to the ownership of shares of record. Note for investment funds. In addition to the abovementioned documents, please deliver copies of the Fund regulation (as effective and last restated), of the articles of association or bylaws of the Fund manager, and corporate documents evidencing capacity to act as legal representative, in addition to certified copy of the identification document(s) of the legal representative(s) (with photo). For shareholders appointing a Proxy or Delegate to attend on their behalf In addition to the abovementioned documents, please deliver a copy of the (validly issued) proxy form (or power of attorney), with signature(s) certified by a notary public. Also please bear in mind that, by law, any person acting as proxy at a shareholders meeting must either be a shareholder himself, or an officer of the Company or a lawyer; Certified copy of the identification document of the proxy, delegate or attorney-in-fact (with photo). Please note that under paragraph 1 of article 126 of Brazilian Corporate Law, a shareholder may be represented by a duly appointed delegate or proxy (i.e., an attorney-in-fact, as a delegate or proxy would qualify under Brazilian law) whose appointment instrument must date no earlier than one year ago. The delegate or proxy thus appointed should 12/17

14 qualify as shareholder, or lawyer, or financial institution, or director or officer of the principal granting representation powers. Additionally, please note that the corporate documents requested herein must include evidence that the signatory legal representative(s) has or have powers and authority to appoint a delegate or proxy. For foreign shareholders Foreign shareholders are likewise required to deliver the documents listed above, except that corporate documents and proxy forms must be notarized and consularized. 13/17

15 DOCUMENTS PERTAINING TO TOPICS REQUIRING YOUR VOTE The following documents related to topics requiring your vote are available to shareholders in the Company s registered office (at Avenida Chedid Jafet 222, Tower A, 5 th floor, Suite 01, district of Vila Olimpia, City of São Paulo, State of São Paulo, Brazil, Postal Code (CEP) ), and in our investor relations gateway at and in the websites of BM&FBOVESPA ( and the Brazilian Securities Commission ( (I) Call notice; (II) Management s Annual Report; (III) Financial statements and related notes as of and for the year ended December 31, 2014, in conjunction with the independent auditors report, the fiscal council opinion and the audit committee opinion; (IV) the Management s Proposal, which includes appendices for a) the management s discussion and analysis of financial condition and results of operations; b) information regarding the nominee candidate directors and fiscal council members; c) the proposal on aggregate executive compensation for 2015; (V) this Practical Guide to the Annual General Meeting, which includes: a) Proxy Form (No Voting Instructions) Attachment I hereto; and b) Proxy Form (With Voting Instructions) Attachment II hereto. 14/17

16 ATTACHMENT I PROXY FORM NO VOTING INSTRUCTIONS Please find below the Proxy Form (no voting instructions) you may use to appoint a delegate to attend the annual meeting on your behalf. POWER OF ATTORNEY [SHAREHOLDER], [IDENTIFICATION INFORMATION] (hereinafter the Principal ) hereby grants full powers of attorney to [NAME], [NATIONALITY], [MARITAL STATUS], [OCCUPATION], bearer of Identification Document (RG) No. [ ], taxpayer ID (CPF/MF) No. [ ], resident and domiciled in the city of [ ], state of [ ], [country], at [street address], to represent the Principal in the capacity of shareholder of Marfrig Global Foods S.A ( Company ) at the Annual General Meeting called to convene on April 24, 2015, at 10 a.m., in the registered office premises located at Avenida Chedid Jafet 222, Tower A, 5 th floor, Suite 01, district of Vila Olimpia, City of São Paulo, State of São Paulo, Brazil, Postal Code (CEP) , with powers to examine, discuss, and vote the shares owned by Principal on his/her/its behalf as to matters included in the order of business, and powers to perform any acts as may be necessary or convenient for the faithful performance of this power of attorney. This power of attorney shall be effective for sixty (60) days after the date hereof. [City], [Month] [Day], 2015 Principal If granted elsewhere other than in Brazil, this document must be notarized and consularized. If granted locally, signature certification by a notary public is required. 15/17

17 ATTACHMENT II PROXY FORM WITH VOTING INSTRUCTIONS Please find below the Proxy Form (with voting instructions) you may use to appoint a delegate to attend the annual meeting on your behalf. POWER OF ATTORNEY [SHAREHOLDER], [IDENTIFICATION INFORMATION] (the Principal ), hereby grants full powers of attorney to [NAME], [NATIONALITY], [MARITAL STATUS], [OCCUPATION], bearer of Identification Document (RG) No. [ ], taxpayer ID (CPF/MF) No. [ ], resident and domiciled in the city of [ ], state of [ ], [country], at [street address], to represent the Principal in the capacity of shareholder of Marfrig Global Foods S.A ( Company ) at the Annual General Meeting called to convene on April 24, 2015, at 10 a.m., in the registered office premises located at Avenida Chedid Jafet 222, Tower A, 5 th floor, Suite 01, district of Vila Olimpia, City of São Paulo, State of São Paulo, Brazil, Postal Code (CEP) , with powers to examine, discuss, and vote the shares owned by Principal on his/her/its behalf as to matters included in the order of business, strictly in accordance with the instructions set forth hereinbelow. Annual meeting agenda: 1. Approving the management s annual report and the financial statements as of and for the year ended December 31, In favor [ ] Against [ ] Abstain [ ] 2. Electing to have an eight-seat board of directors, per Management s proposal. In favor [ ] Against [ ] Abstain [ ] 3. Electing the members of the Board of Directors, per Management s proposal. In favor [ ] Against [ ] Abstain [ ] 4. Electing the members of the Fiscal Council, per Management s proposal. In favor [ ] Against [ ] Abstain [ ] 5. Ratifying the amounts paid to directors and officers by way of aggregate annual compensation in the year ended December 31, 2011, per Management s proposal. In favor [ ] Against [ ] Abstain [ ] 6. Approving the aggregate compensation of directors, officers and fiscal council members for 2015, per Management s proposal. In favor [ ] Against [ ] Abstain [ ] For purposes of this power of attorney, the powers granted herein are meant only for the appointed delegate(s) (attorney(s)-in-fact) to attend the Annual General Meeting of the Company and to vote the shares of the Principal pursuant to the voting instructions set forth herein. This instrument neither includes nor assumes any right or obligation for any proxy to 16/17

18 ,0take any action other than as strictly required for faithful performance hereof. The appointed delegates are hereby authorized to abstain from voting the shares on any matter concerning which, in his/her discretion, proper and sufficiently detailed voting instructions have not been provided. This power of attorney shall be effective for sixty (60) days after the date hereof. [City], [Month] [Day], 2014 Principal If granted elsewhere other than in Brazil, this document must be notarized and consularized. If granted locally, signature certification by a notary public is required. 17/17