BRF Board Meeting

BRF S A : Minutes of The Extraordinary Meeting of The Board of Directors

06/30/2022 | 09:03pm EDT


Publicly Held Company

CNPJ/ME No. 01.838.723/0001-27

NIRE 42.300.034.240

CVM 1629-2


JUNE 30, 2022

  1. Date, Time and Place: Meeting held on June 30, 2022, at 2p.m., in the City of São Paulo, State of São Paulo, at the office of BRF S.A. (“Company”) located at Avenida Dra. Ruth Cardoso, 8501, 1st Floor, Pinheiros, Zip Code 05425-000.
  2. Summons and Presence: Summons duly held pursuant to Article 21 of the Company’s Bylaws, with the presence of the totality of members of the Board of Directors: Mr. Marcos Antonio Molina dos Santos, Mr. Sergio Agapito Lires Rial, Mr. Augusto Marques da Cruz Filho, Mr. Aldo Luiz Mendes, Mr. Pedro de Camargo Neto, Mr. Altamir Batista Mateus da Silva, Mr. Eduardo Augusto Rocha Pocetti, Mrs. Marcia Aparecida Pascoal Marçal dos Santos, Mrs. Flavia Maria Bittencourt and Mrs. Deborah Stern Vieitas.
  3. Presiding Board: Chairman: Marcos Antonio Molina dos Santos; Secretary: Bruno Machado Ferla.
  4. Agenda: Resolve on the following matters: (i) issuance by the Company of the fourth (4th) issuance of simple, non-convertible into shares, unsecured debentures, in two (2) series (“Debentures” and “Issuance”, respectively), which will be privately placed with VERT Companhia Securitizadora, joint-stock company with its headquarters in the City of São Paulo, State of São Paulo, at Rua Cardeal Arcoverde, 2365, 7th Floor, Zip Code 05.407-003, enrolled with the CNPJ/ME under No. 25.005.683/0001-09 (“VERT” or “Debenture Holder”), to be linked to the issuance of agribusiness receivables certificates of the 1st (“CRA DI”) and the 2nd (“CRA IPCA” and, together with the CRA DI, “CRA”) series of the 78th issuance by VERT, backed on the agribusiness credit rights arising from the Debentures, in accordance with the “Termo de Securitização de Direitos Creditórios do Agronegócio para Emissão de Certificados de Recebíveis do Agronegócio, em Duas Séries, da 78ª (Septuagésima Oitava) Emissão da VERT Companhia Securitizadora Lastreados em Direitos Creditórios do Agronegócio Devidos pela BRF S.A.”
    (“Securitization Deed”), which will be issued for public offering, with restricted placement efforts, in accordance with Brazilian Provisional Measure No. 1.103, dated as March 15, 2022, Brazilian Law No. 11.076, dated as December 30, 2004, as amended, and with the Brazilian Securities Commission (Comissão de Valores Mobiliários) (“CVM”) Rule No. 60, dated as December 23, 2021, as amended (“CVM Rule No. 60”), CVM Rule No. 476, dated as of January 16, 2009, as amended, (“CVM Rule No. 476” and “Restricted Offering”, respectively); and (ii) authorize the Company’s officers (or its duly appointed attorneys-in-fact), to carry out any and all acts deemed necessary and/or convenient to perform all described in item (i) above, including, but not limited to, the execution of the Indenture (as described below), the placement agreement of the CRA (Contrato de Coordenação, Colocação e Distribuição Pública de Certificados de Recebíveis do Agronegócio, sob o Regime de Garantia Firme de Colocação em Duas Séries da 78ª (septuagésima oitava) Emissão da VERT Companhia Securitizadora Lastreados em Debêntures emitidas pela BRF S.A.) (including any amendments thereto), the Subscription Form of the Debentures and all other necessary documents to the Issuance and to the Restricted Offering, hiring and remuneration of all of the services providers inherent to the Issuance and the Restricted Offering; and (iii) authorize and ratify any and all acts already performed by the Company´s legal representatives, Company’s officers, directly or indirectly, and/or by its attorneys-in-fact, in connection with the Issuance and the Restricted Offering related to items (i) and (ii) above and any and all acts and documents that are necessary or convenient to the implementation of the above resolutions, including the relevant ancillary and necessary instruments for the issuance of the Debentures and of the CRA, as well as any applicable amendments thereto.

5. Resolutions: The members of the Board of Directors approved, by unanimous votes and with no restrictions, the drawing up of the present minutes in summary form. Once the agenda had been examined, the following matters was discussed and the following resolutions were taken:

  1. approval and authorization, in accordance with Article 59 of Brazilian Law No. 6.404, dated as December 15, 1976, as amended (“Brazilian Corporate Law”), of the Issuance in favor of VERT, as well as its linking to the CRA issuance, by means of the execution of the debentures deed (Instrumento Particular de Escritura da 4ª (Quarta) Emissão de Debêntures Simples, Não Conversíveis em Ações, da Espécie Quirografária, em 2 (Duas) Séries, Para Colocação Privada, da BRF S.A.)
    (“Indenture”), under the following terms and conditions:
    1. Issuance Number: The Issuance represents the fourth (4th) issuance of debentures of the Company;
    2. Issuance Date: For all legal purposes, the Debentures will be issued on July 13, 2022 (“Issuance Date”);
    3. Total Amount of the Issuance: The total amount of the Issuance will be R$1,700,000,000.00 (one billion and seven hundred million reais), on the Issuance Date (as defined below);
    4. Nominal Value: Each Debenture will have a unit par value of R$1,000.00 (one thousand reais) on the Issuance Date (“Nominal Value”). The Nominal Value may be increased or decreased, by

Minutes of The Extraordinary Board of Directors’ Meeting of BRF S.A. Held on June 30, 2022

mutual agreement between VERT and the Company, using eight decimal places, without rounding, and if applicable, the increase or decrease will be the same for all Debentures;

  1. Number of Series: The Issuance will be performed in two (2) series, which are the Debentures of the first series (“DI Debentures”) and the Debentures of the second series (“IPCA Debentures”);
  2. Number of Debentures: The Company will issue 1,700,000 Debentures, which will be allocated, subject to the Minimum DI Volume (as defined below), in the respective series according to demand to be determined in the Bookbuilding Procedure (as defined below), subject to the terms to be provided for in the Indenture. The Debentures will be allocated among the series according to the result of the Bookbuilding Procedure (as defined below) to be carried out within the scope of the Restricted Offering and in the Company’s allocation of interest, subject to the following conditions: (i) the DI Debentures must necessarily be issued, in a minimum volume of 450,000 (four hundred and fifty thousand) DI Debentures, equivalent to the minimum financial volume of R$ 450,000,000.00 (four hundred and fifty million reais) (“Minimum DI Volume”); (ii) there will be no minimum number of IPCA Debentures; (iii) there will be no maximum number of Debentures for allocation among the series; and (iv) the IPCA Debentures may not be issued, in which case the IPCA Debentures will be subject to cancellation. The Issue will be intended for the formation of the agribusiness credit rights that will constitute the backing for the Restricted Offering. Additionally, within the scope of the Restricted Offering, the procedure for collecting investment intentions of potential investors in the CRAs will be adopted to define the amount of CRAs to be placed in each of the two series and the remuneration of the IPCA CRAs (“Bookbuilding Procedure”). In this sense, the result of the CRA Bookbuilding Procedure will directly influence the number of Debentures to be issued and their allocation in each of its series, in which case the Issuance Indenture will be amended, without the need for a general meeting of debenture holders or corporate approval by the Company, to formalize the number of Debentures allocated in each of the series. The Bookbuilding Procedure of the CRA will be performed in the system of communicating vessels, observed the Minimum

Minutes of The Extraordinary Board of Directors’ Meeting of BRF S.A. Held on June 30, 2022

Volume DI, through which the amount of Debentures to be issued in each of the series will be decreased from the total amount of Debentures to be indicated in the Indenture, delimiting, therefore, the amount of Debentures to be allocated in each series;

  1. Term and Maturity Date: Subject to the acceleration and/or early redemption provisions, as set forth in the Indenture, the
    (1) DI Debentures will mature on July 13, 2027 (“DI Debentures Maturity Date”); and (2) IPCA Debentures will mature on July 13, 2032 (“IPCA Debentures Maturity Date” and, together with the DI Debentures Maturity Date, the “Maturity Dates”);
  2. Bookkeeping Agent: The Debentures bookkeeping agent will be Vórtx Distribuidora de Títulos e Valores Mobiliários Ltda., financial institution located in the City of São Paulo, State of São Paulo, at Rua Gilberto Sabino, 215, suite 41, room 2, Pinheiros, CEP 05.425-020, enrolled with the CNPJ/ME under No. 22.610.500/0001-88 (“Bookkeeping Agent”, such definition to include any other replacing institution thereof in respect of the provision of bookkeeping services relating to the Issuance and the Debentures);
  3. Right of First Refusal: There will be no right of first refusal to the current shareholders of the Company in respect of the Debentures’ subscription;
  4. Use of Proceeds: The net resources obtained by the Company as a result of the payment of the Debentures shall be fully and exclusively allocated to its activities as a rural producer in agribusiness. For this purpose, such resources will be used in the terms of the Article 2, paragraph 4, item III, Normative Annex II of the CVM Rule No. 60, in investments, costs and expenses related to its chain of production and exploitation of animals in general (poultry, cattle, pigs, etc.), to be further described in the Indenture, pursuant to the terms of the Article 165 of the Brazilian Federal Revenue Normative Instruction No. 971, dated as November 13, 2009, as amended, paragraph 1 of Article 23 of the Brazilian Law No. 11,076 and Article 3, items I and II, and paragraphs 1, 2 and 9 of Normative Annex II of CVM Rule No. 60, as well as item III of paragraph 4 of Article 2 of Normative

Minutes of The Extraordinary Board of Directors’ Meeting of BRF S.A. Held on June 30, 2022

Annex II of CVM Rule No. 60, in the form described in its corporate purpose and in the ordinary course of its business (“Use of Proceeds”);

  1. Linking to the Agribusiness Receivables Certificates: The DI Debentures will be linked to the DI CRA, while IPCA Debentures will be linked to the IPCA CRA, and such CRAs will be distributed by means of the Restricted Offering, according to the CVM Rule No. 476 and CVM Rule No. 60;
  2. Convertibility: The Debentures shall be simple, non-convertible into shares of the Company;
  3. Type, Form and Proof of Title: The Debentures will be issued in nominative and book-entryform, without the issuance of any certificates. For all purposes of law, the ownership of the Debentures is alleged by the statement to be issued by the Bookkeeping Agent, demonstrating ownership of the Debentures by VERT according to Articles 63 and 34 of the Brazilian Corporate Law and by the Subscription Form (as defined in the Indenture);
  4. Species: The Debentures shall be unsecured, pursuant to Article 58, caput, of the Brazilian Corporate Law, with no security interest, guarantee or any segregation of assets of the Company as collateral in the benefit of the Debentures Holders in case of judicial or extrajudicial foreclosure of the Company´s duties arising of the Debentures and the Indenture and conferring no general or special privilege to the Debentures Holders;
  5. Payment of Principal: Subject to the acceleration and/or the early redemption provisions set forth in the Indenture, (1) the Nominal Value of the DI Debentures will be paid in one installment, on the DI Debentures Maturity Date; and (2) the Updated Nominal Value of the IPCA Debentures (as defined below) will be amortized in three (3) annual and consecutive installments, as shown in the table below:

Percentage of the

Payment Dates Updated Nominal

Value of IPCA

Debentures to be

Minutes of The Extraordinary Board of Directors’ Meeting of BRF S.A. Held on June 30, 2022

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BRF SA published this content on 30 June 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 01 July 2022 01:02:05 UTC.

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