MESSAGE FROM THE CHAIRMAN

Transcription

1

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 pleased to invite you to attend the annual general shareholders meeting set to convene on April 17, 2014, at 10 a.m., in our registered office premises 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) , pursuant to call notices 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 the documents we may require from you, including proxy or power of attorney forms. Yours sincerely, Marcos Antonio Molina dos Santos Chairman of the Board of Directors

3 SUMMARY Date, time and place of the meeting; Preliminary clarifications Annual General Meeting How To Participate In The Combined Meeting Documents Pertaining to Topics Requiring Your Vote Attachment I Proxy Form (No Voting Instructions) Attachment II - Proxy Form (With Voting Instructions) /11

4 ANNUAL GENERAL SHAREHOLDERS MEETING Date, Time and Place: The Annual General Shareholders Meeting has been called to convene Day: April 17, 2014 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 Notices: The Call Notice for the Annual General Meeting is set to be published three times in the issues of March 17, 18 and 19, 2014, of the Official Gazette of the State of São Paulo (Diário Oficial do Estado de São Paulo) and the Valor Econômico newspaper. Preliminary clarifications: Consistent with article 125 of Brazilian Corporate Law, 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, such 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 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 wish to take. We value your opinion and consider extremely important that you participate in the meeting. 3/11

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 the 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, as the case may be, establish the fiscal council, electing the fiscal council members. Set forth below you will find additional information on the topics included in the order of business for the annual shareholders meeting of April 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 prepared under Management s responsibility as of and for the year ended December 31, 2013, in conjunction with the related notes and the 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 March 7, Given the net loss determined for the year ended December 31, 2013, 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, The financial statements present the financial condition 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 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. You will find we have made available at the registered office, and in our investor relations gateway, and in the websites of BM&FBOVESPA and the CVM, the following documents related to this topic of the agenda for the annual meeting: a) the Management s Annual Report; b) the Financial Statements 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; e) the Standard Annual Financial Statements Form (DFP Form). 4/11

6 2. 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 30, 2013, for a unified one-year term, which is set to expire on the date of the upcoming annual meeting. Accordingly, you are being asked to vote to elect the members of the Fiscal Council, for which purpose we present for your consideration the following slate of nominated candidate fiscal council members: Candidates nominated for election as effective fiscal council members: Eduardo Augusto Rocha Pocetti Mr. Pocetti 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). He serves as President of the Brazilian Institute of Independent Auditors (IBRACON). With over 30 years of experience in auditing, he was a partner of KPMG Auditores Independentes from 2004 to 2011, Chairman of BDO Auditores Independentes, and representative of BDO Brasil before the global network of BDO member firms. He is highly experienced in finance, accounting, independent auditing, economic and financial planning, coordinating middle and upper management in multiple domestic and international large-cap manufacturing companies and financial conglomerates. Lead partner in multiple IPOs and corporate project finance transactions in mergers and acquisitions. Mr. Pocetti did not occupy positions in the Board or Management of Brazilian public companies. Roberto Lamb Mr. Lamb has been a 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 (undergraduate and postgraduate programs) of the Federal University of Rio Grande do Sul (has been since 1998); in addition to effective fiscal council member at AES Tietê S.A. (power utility), a position he has held since April 2012; and effective council member at Gerdau S.A. (steelworks), a position he has held since April He is also an alternate fiscal council member at AES Elpa S.A. (AES holding company, AES being a power distribution company); as well as alternate fiscal council member at Petrobras S.A. (oil & gas, energy) all 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 position held in ), Rio Grande Energia S.A. (power distribution, Brazil), AES Eletropaulo (power distribution, Brazil). 5/11

7 Walfrido Marinho Mr. Walfrido Marinho holds a graduate degree in Business Administration from the School of Business Administration, Accounting Sciences and Economics of the São Paulo University, and in Law from the Mackenzie Presbyterian University. He also holds a postgraduate degree in Accounting Sciences from the São Paulo University. Between 1980 and 1984 he was a Professor of auditing at the School of Business Administration, Accounting Sciences and Economics of the São Paulo University, and between 1978 and 1981 he was a Professor of Accounting and Auditing at Faculdades Metropolitanas Unidas FMU. Between 1986 and 2008 we worked with the Cargill group, international producer and marketer of food, agricultural, financial and industrial products and services, having served as executive officer of Banco Cargill (bank), superintending officer of Cargill Prev Sociedade de Previdência Complementar (pension funds), Director of the Cargill Foundation, executive officer of Cargill Agrícola S.A. (agribusiness), head of the group s Tax Department and director of Cargill Fertilizantes S.A (fertilizers) until it went private in Previously, for eight years, the was head of Tax Consulting Services and audit manager at the audit firm Arthur Young Auditores Associados S/C. Earlier, he was the audit manager at the audit firm Boucinhas, Campos & Claro S/C (2 years) and at Arthur Andersen & Co (6 years). He has served as effective fiscal council member of Marfrig Global Foods since April Candidates nominated for election as alternate fiscal council members: Marcello Froldi Negro Mr. Negro holds a graduate degree in business administration from the Pontifical Catholic University of São Paulo. Highly experienced in the Brazilian financial system, earlier in his career, Mr. Negro worked at Banco JP Morgan (1989), Banco Fibra (forex manager, ), Banco BMC (treasury superintendent, ) and has served as treasury officer of Banco Fator since 2007, in charge of the bank s proprietary securities portfolio. Mr. Negro is a CVM-accredited securities portfolio manager. Carlos Roberto de Albuquerque Sá Mr. Albuquerque Sá holds graduate degrees in Accounting Sciences and Economic Sciences, in addition to a post-graduate degree in Finance from the Pontifical Catholic University of Rio de Janeiro. Until 2012, he was a Professor of Corporate Risk Management & Internal Controls at the MBA Program of the Armando Alvares Penteado Foundation, and taught Enterprise Risk Management at 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 He previously served as alternate fiscal council member of the Company. 6/11

8 Peter Vaz da Fonseca Mr. Fonseca holds a graduate degree in accounting, and specialized in Business Economics (MBA degree from the São Paulo University). He attended specialization courses in Auditing and Expert Inspections at Faculdade Álvares Penteado (FECAP). He is an independent accounting consultant for multiple companies, in addition to external audit committee member for a number of companies across industries. He is an experienced fiscal council member. Mr. Peter has served as a Fiscal Council member for Marfrig Global Foods from April 2010 to April Fiscal council members elected at the upcoming annual meeting are set to serve for a oneyear term ending on the date of the 2015 annual shareholders meeting. As required under subsections 12.6 through of the Reference Form adopted pursuant to CVM Ruling 480, the identification and background information on candidates included in the slate of nominations for the Fiscal Council is attached in the form of an appendix to the Management Proposal put forward to you. 3. 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, four hundred and two thousand, nine hundred and forty one Brazilian reais (R$ ,00), which amount includes benefits and related payroll charges. The proposed total compensation of R$ ,00, breaks down into an amount of R$ ,00 attributable to the executive officers collectively, plus R$ ,00 attributable to the Board members collectively, and R$ ,00 attributable to the fiscal council members collectively, in each case covering the period from January to December See the table below: Proposed Compensation For 2014 TOTAL BOARD COMPENSATION TOTAL COMPENSATION EXECUTIVE OFFICERS TOTAL FISCAL COUNCIL COMPENSATION # of Persons Fixed Compensation Short-term Variable Compensation Sharebased Payment Payroll Charges (In Brazilian reais R$) Benefits Package TOTAL ,381,683 5,060,000 2,493,137 89,206 13,024, ,840,609 3,989, ,704 2,752, ,327 13,622,454 6.o0 621, ,283 10, ,461 SUM TOTAL ,843,707 9,049, ,704 5,369, ,297 27,402,941 As required under section 13 of the Reference Form adopted pursuant to CVM Ruling 480, the executive compensation information related to this proposal is attached in the form of an appendix to the Management Proposal put forward to you. 7/11

9 HOW TO PARTICIPATE IN THE ANNUAL MEETING In the interest of a smooth admittance process on the date 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 date of the meeting (i.e., no later than 6:00 p.m. on April 15, 2014), at the following address: Avenida Chedid Jafet 222 Bloco A 3 o andar São Paulo, SP CEP For shareholders that are Natural Persons A hardcopy (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); A 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. 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; A copy of the identification document of the proxy, delegate or attorney-in-fact (with photo). 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 (or attorney-in-fact, as a delegate or proxy would qualify under Brazilian law). 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. 8/11

10 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) ), 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 as of and for the year ended December 31, 2013, in conjunction with the related notes, the independent auditors report, fiscal council opinion and audit committee opinion; (IV) the Management s Proposal, which includes appendices for the a) the management s discussion and analysis of financial condition and results of operations; b) the information on the nominated candidate fiscal council members; c) the proposal on aggregate executive compensation (directors, officers and fiscal council members) for 2014; (V) this 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. 9/11

11 ATTACHMENT I PROXY FORM WITH 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] (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 17, 2014, 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], 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. 10/11

12 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 17, 2014, 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. Receiving the management s annual report; reviewing and judging the financial statements as of and for the year ended December 31, In favor [ ] Against [ ] Abstain [ ] 2. Electing the members of the Fiscal Council. In favor [ ] Against [ ] Abstain [ ] 3. Setting the aggregate compensation of directors, officers and fiscal council members for 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 take 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. 11/11