OSX BRASIL S.A. CNPJ/MF (Taxpayer Registration Number): / NIRE (Company Registration Number): (Publicly Held Company)

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OSX BRASIL S.A. CNPJ/MF (Taxpayer Registration Number): 09.112.685/0001-32

1 OSX BRASIL S.A. CNPJ/MF (Taxpayer Registration Number): / NIRE (Company Registration Number): (Publicly Held Company) Management Proposal for the Extraordinary Shareholders Meeting to be held on September 6 th, 2012, at 3:30 p.m., pursuant to the Call Notice published on the date hereof. Dear Shareholders, The Management of OSX Brasil S.A. ( Company or OSX ), in accordance with applicable law and the Company s Bylaws, in order to serve the interests of the Company, hereby proposes the discussion and deliberation of the following items: (i) Election of new members to the Company s Board of Directors Given the resignation of Mr. Nicholau Ferreira Chacur and the existence of vacant positions on the Board of Directors, the Company's management proposes the election of new board members, identified below: Aziz Ben Ammar, Board member appointed by the controlling shareholder, graduated in Business Administration from the University of Southern California and in Mathematics and Applied Computer Science from the University Rene Descartes. He is currently a member of the Board of Directors of NRX, an EBX Group Company, of Arab Debt Recovery, of Curat Hospital, of Allegiance Law Office and of Unifactor. In addition, he is also a member of the Board of Directors of Allegiance Group. Eduardo Karrer, Board member appointed by the controlling shareholder, graduated in Civil Engineering from Universidade do Estado do Rio de Janeiro - UERJ, completed an MBA in Public Administration at PUC/RJ, the Leadership Development Program at Rice University and the General Management Program at SMU-COX. He is currently Chief Executive Officer of MPX Energia S.A. (since 2007). He is also a member of the Board of Directors of OGX Petróleo e Gás Participações 1

2 S.A. (since 2010), LLX Minas-Rio Logística Comercial Exportadora S.A. (since 2011) and CCX Carvão da Colômbia S.A. (since 2012), all of which are also EBX Group companies. He was formerly Managing Director of Rio Polímeros S.A (2007), Chief Executive Officer ( ) and Vice-President of Operations and New Projects for Latin America ( ) of El Paso Brasil Ltda., and also General Manager of International Marketing at Petrobras S.A. (2000). At Petrobras Distribuidora S.A. he held the position of Executive Manager of International Markets (1999), Executive Manager of Air Products (1998) and Executive Manager of the Gas and Energy division (1997). In addition, he was General Manager - Marlim Project (1996) and Project Manager - Barracuda and Albacora Projects ( ) at Petrobras S.A., Project Manager at Petrobras América Inc. ( ), worked as an engineer in the Production Engineering Division of Petrobras S.A. ( ), and was Project Manager at Construtora Rabello ( ). Luiz Eduardo Guimarães Carneiro, Board member appointed by the controlling shareholder, graduated in Mechanical Engineering from Universidade Federal Fluminense, studied Oil Engineering at Petrobras, and has an MBA from Columbia University in New York. Currently, he is Chief Executive Officer of OGX Petróleo e Gás Participações S.A. and has acted as member of the Board of Directors of OGX Petróleo e Gás Participações S.A. and as Chief Executive Officer of OSX Brasil S.A. In addition, he worked at Petrobrás as Corporate Executive Manager of BR Distribuidora, Executive Manager of Automotive at BR Distribuidora, General Manager of Telecommunications, Executive Manager of Information Technology Services, Executive Manager of Engineering Services, Executive Superintendent of Exploration and Production for the South/Southeast, General Manager of the E&P Department, Superintendent of Production in the Production Department (head office/rj), Superintendent of Production for Macaé-Campos Basin, Head of the Well Completion and Restoration Division of the Production Department (head office/rj), Head of the Well Completion and Restoration Division for Macaé- Campos Basin, and Head of the Well Completion and Restoration Division for Natal-Potiguar Basin. He also worked at MacLaren Shipyard, was Second Lieutenant R/2 of the Brazilian Army Infantry and Executive Officer of Schahin Petróleo e Gás. If elected, the above indicated Board members term in office shall be unified with that of the remaining members of the Board, that is, until the Ordinary Shareholders Meeting to be held in 2013, and such individuals shall be entitled to 2

3 compensation pursuant to the terms approved in OSX s Ordinary and Extraordinary Shareholders Meeting held on April 27 th, In addition, in compliance with article 10 of CVM Rule 481/2009, ANNEX I hereto contains the information set forth in items 12.6 to of the Company s Reference Form, regarding the members whose election is herein proposed. Such information is also available on the Company s website ( on the Brazilian Securities and Exchange Commission s website ( and on the BM&FBOVESPA Bolsa de Valores, Mercadorias e Futuros website ( (ii) Authorization for creation of a lien on the shares of OSX Construção Naval in favor of the financial institutions that granted funding for implementation of the Açu Shipbuilding Unit As disclosed to the market on June 15 th, 2012, OSX Construção Naval S.A. raised R$ 2.7 billion for the implementation of the Açu Shipbuilding Unit. The financing, which was obtained with funds from the Merchant Marine Fund (Fundo da Marinha Mercante FMM), was taken out with lending agents BNDES Banco Nacional de Desenvolvimento Econômico e Social and Caixa Econômica Federal. Accordingly, for purposes of disbursement of loan funds, pursuant to the relevant agreements and in view of article 25, sole paragraph, item IX of the Company s Bylaws, the Management of the Company hereby proposes that authorization be given for creation of a lien on all of the current and future shares held by the Company, equivalent to 90% (ninety percent) of the capital of OSX Construção Naval S.A., in favor of the above mentioned financial institutions, as well as on any earnings, revenues and advantages arising therefrom, including profit and dividends. 3

4 GENERAL CLARIFICATIONS REGARDING PARTICIPATION IN THE SHAREHOLDERS MEETING: In order to participate in the Meeting, the Shareholders shall be present, in person or by proxy, at the time and place set forth for the Meeting, pursuant to the relevant Call Notice, and shall present the following documents: (a) Individual Shareholders: (i) (ii) (iii) Shareholder s identification document; Statement of equity participation issued by the custodian of OSX s shares no more than 2 (two) business days prior to the Shareholders Meeting; and In the event the shareholder is represented by a proxy, the documents listed in item (c) below. (b) Legal Entity Shareholders: (i) (ii) (iii) (iv) (v) (vi) Identification document of the legal representative or proxy in attendance; Statement of equity participation issued by the custodian of OSX s shares no more than 2 (two) business days prior to the Shareholders Meeting; Updated Bylaws or Articles of Association, registered with the relevant authority; Document evidencing the powers of representation: minutes of the meeting in which the legal representative or person who signed the power-of-attorney was elected, as the case may be; In the event the shareholder is represented by a proxy, the documents listed in item (c) below; and In the event the shareholder is an equity fund, the charter and documents related to its manager listed in item (iv) above. (c) Shareholders represented by proxy: In the event the shareholder prefers to be represented by proxy, such shareholder shall also furnish the following documents: 4

5 (i) (ii) Notarized Power-of-attorney, issued less than 1 (one) year from the date of the Shareholders Meeting, as legally required (article 126, paragraph 1 of Law 6,404/76). The proxy must be a shareholder, manager of the Company, lawyer, financial institution or equity fund manager representing the investors; and Proxy s identification document. Note: Proxies granted outside of Brazil shall be notarized by a duly authorized notary, registered with the Brazilian consulate and translated to the Portuguese language by a sworn translator. In order to expedite the organization of the Shareholders Meeting, the Company requests that the above listed documents be delivered at least 2 (two) business days prior to the Shareholders Meeting, by hand delivery, courier or (in the latter case, the hard copy must be furnished at the Shareholders Meeting) to the following addresses: Hard Copies: Att.: General Management Corporate Governance Praça Mahatma Gandhi, 14, 20 th floor Rio de Janeiro CEP: Please include in the subject line: Documents Shareholders Meeting OSX governancacorporativa@ebx.com.br The Company would like to note that the purpose of the prior delivery of the documents is to streamline the proceedings related to the Shareholders Meeting and such prior delivery is not a requirement for participation in the Meeting. Finally, the Company would like to clarify that this Management Proposal, together with the relevant Call Notice, are available on the CVM s website ( on BM&FBOVESPA s website ( as well as on the Company s Investor Relations website ( In addition, the documents related to the Call Notice, including those required by CVM Rule 481/09, are available to the shareholders at the Company s head office. 5

6 Rio de Janeiro, August 21 st, Management. Eike Fuhrken Batista Chairman of the Board of Directors OSX Brasil S.A. 6

7 ANNEX I ITEMS TO OF THE REFERENCE FORM (Further information related to the proposed election of management members) In compliance with article 10 of CVM Rule 481/2009, the Company sets forth below the information required under items 12.6 to of the Reference Form, pursuant to CVM Rule 480/2009: Key information regarding management Board of Directors - Aziz Ben Ammar Age 35 Occupation Business administrator Taxpayer s Registration Proposed position Member of the Board of Directors Date of Election Date of Inauguration Term in Office Until the 2013 Ordinary Shareholders Meeting Other positions held in the Company - Elected by the controlling shareholder Yes - Eduardo Karrer Age 50 Occupation Engineer Taxpayer s Registration Proposed position Member of the Board of Directors Date of Election Date of Inauguration Term in Office Until the 2013 Ordinary Shareholders Meeting Other positions held in the Company - Elected by the controlling shareholder Yes 7

8 - Luiz Eduardo Guimarães Carneiro Age 55 Occupation Engineer Taxpayer s Registration Proposed position Member of the Board of Directors Date of Election Date of Inauguration Term in Office Until the 2013 Ordinary Shareholders Meeting Other positions held in the Company - Elected by the controlling shareholder Yes Key information regarding the members of OSX Brasil S.A. s committees The information related to this item is not applicable to this Management Proposal In relation to each of the managers and members of the Advisory Board, provide: a. Curriculum of managers Board of Directors Aziz Ben Ammar, Board member appointed by the controlling shareholder, graduated in Business Administration from the University of Southern California and in Mathematics and Applied Computer Science from the University Rene Descartes. He is currently a member of the Board of Directors of NRX, an EBX Group Company, of Arab Debt Recovery, of Curat Hospital, of Allegiance Law Office and of Unifactor. In addition, he is also a member of the Board of Directors of Allegiance Group. Eduardo Karrer, Board member appointed by the controlling shareholder, graduated in Civil Engineering from Universidade do Estado do Rio de Janeiro - UERJ, completed an MBA in Public Administration at PUC/RJ, the Leadership 8

9 Development Program at Rice University and the General Management Program at SMU-COX. He is currently Chief Executive Officer of MPX Energia S.A. (since 2007). He is also a member of the Board of Directors of OGX Petróleo e Gás Participações S.A. (since 2010), LLX Minas-Rio Logística Comercial Exportadora S.A. (since 2011) and CCX Carvão da Colômbia S.A. (since 2012), all of which are also EBX Group companies. He was formerly Managing Director of Rio Polímeros S.A (2007), Chief Executive Officer ( ) and Vice-President of Operations and New Projects for Latin America ( ) of El Paso Brasil Ltda., and also General Manager of International Marketing at Petrobras S.A. (2000). At Petrobras Distribuidora S.A. he held the position of Executive Manager of International Markets (1999), Executive Manager of Air Products (1998) and Executive Manager of the Gas and Energy division (1997). In addition, he was General Manager - Marlim Project (1996) and Project Manager - Barracuda and Albacora Projects ( ) at Petrobras S.A., Project Manager at Petrobras América Inc. ( ), worked as an engineer in the Production Engineering Division of Petrobras S.A. ( ), and was Project Manager at Construtora Rabello ( ). Luiz Eduardo Guimarães Carneiro, Board member appointed by the controlling shareholder, graduated in Mechanical Engineering from Universidade Federal Fluminense, studied Oil Engineering at Petrobras, and has an MBA from Columbia University in New York. Currently, he is Chief Executive Officer of OGX Petróleo e Gás Participações S.A. and has acted as member of the Board of Directors of OGX Petróleo e Gás Participações S.A. and as Chief Executive Officer of OSX Brasil S.A. In addition, he worked at Petrobrás as Corporate Executive Manager of BR Distribuidora, Executive Manager of Automotive at BR Distribuidora, General Manager of Telecommunications, Executive Manager of Information Technology Services, Executive Manager of Engineering Services, Executive Superintendent of Exploration and Production for the South/Southeast, General Manager of the E&P Department, Superintendent of Production in the Production Department (head office/rj), Superintendent of Production for Macaé-Campos Basin, Head of the Well Completion and Restoration Division of the Production Department (head office/rj), Head of the Well Completion and Restoration Division for Macaé- Campos Basin, and Head of the Well Completion and Restoration Division for Natal-Potiguar Basin. He also worked at MacLaren Shipyard, was Second Lieutenant R/2 of the Brazilian Army Infantry and Executive Officer of Schahin Petróleo e Gás. 9

10 a. Statement of inexistence of convictions The managers mentioned in sub-item a of this item 12.8 state, for all legal purposes, that in the last 5 (five) years such individuals have not been subject to the effects of any criminal conviction, any conviction or imposition of penalty in an administrative proceeding before the Brazilian Securities and Exchange Commission and no final conviction, in the judicial or administrative levels, which would suspend or disqualify such individuals from carrying out any professional or commercial activity Existence of marital or stable relationships or relationships of kinship up to the second degree: a. among any of the managers of the Company: b. between (i) managers of the Company and (ii) managers of companies directly or indirectly controlled by the Company: c. between (i) managers of the Company or of companies directly or indirectly controlled by the Company and (ii) direct or indirect controlling shareholders of the Company: d. between (i) managers of the Company and (ii) managers of the direct and indirect controlling shareholders of the Company: Relationships of subordination, provision of services or control, in the past 3 fiscal years, between the management of the Company and: a. Any company directly or indirectly controlled by the Company: 10

11 b. Direct or indirect controlling shareholder of the Company: c. If material, any supplier, client, debtor or creditor of the Company, its subsidiaries or controllers, or the subsidiaries of any of these persons: 11

São Paulo, March 26, 2018 MARFRIG GLOBAL FOODS S.A. Chief Strategic Planning and Investor Relations Officer. Mr. José Eduardo de Oliveira Miron,

FREE TRANSLATION São Paulo, March 26, 2018 MARFRIG GLOBAL FOODS S.A. Chief Strategic Planning and Investor Relations Officer Mr. José Eduardo de Oliveira Miron, The undersigned shareholders hereby nominate