BRF S.A. PUBLICLY HELD COMPANY
CNPJ 01.838.723/0001-27
NIRE 42.300.034.240
CVM 16269-2
PRELIMINARY AND CONSOLIDATED SYNTHETIC VOTING MAPS
ORDINARY AND EXTRAODINARY GENERAL MEETING
Meeting to be held on March 28th, 2024
BRF S.A. ("BRF" or "Company") (B3: BRFS3; NYSE: BRFS), pursuant to Resolution 81/2022, hereby informs its shareholders and the general market that it received, on the date hereof, the preliminary synthetic voting map related to the Ordinary and Extraordinary General Shareholders' Meeting to be held on March 28th, 2024 ("General Meeting") sent by the financial institution that provides to the Company bookkeeping services. Such map, hereby attached as annex I, reflects the remote votes cast by means of custody agents and those which were sent directly to the bookkeeping agent.
Additionally, the Company discloses as annex II the consolidated synthetic voting map, which adds the remote votes sent directly to the Company to the votes cast sent through custody and bookkeeping agents.
São Paulo, March 23rd, 2024.
Fábio Luis Mendes Mariano
Chief Financial and Investor Relations Officer
BRF S.A.
ANNEX I
OGM - Ordinary General Meeting
Preliminary Synthetic Voting Map - Bookkeeping Agent*
Description of Resolution
- To take the accounts of the Directors, examine, discuss, and vote on the Management Report, the Financial Statements and other documents for the year ended December 31, 2023.
- To set at 9 (nine) the number of members to compose the Board of Directors compensation (salary or pro-labore, direct and indirect benefits) and benefits motivated by the termination of the position, as well as variable remuneration (profit sharing) and amounts in connection with the Stock Option Plan and the Company's Restricted Stocks Plan.
- Do you wish to request the adoption of the multiple voting process for the election of the Board of Directors, pursuant to article 141 of Law No. 6,404 of 1976?
- Indication of all the names that compose the slate (The votes indicated in this field will be disregarded if the shareholder holding voting shares also fills in field 8, referring to the separate election of a member of the Board of Directors, and the separate election referred to in this field occurs).
- If one of the candidates who make up the chosen slate ceases to be part of it, can the votes corresponding to their actions continue to be conferred on the chosen slate? [If the shareholder chooses "no" or "abstains" and the slate has been changed, his/her vote shall be counted as abstention in the respective resolution of the meeting.]
- In the event of the adoption of the multiple vote election process, should the votes corresponding to your shares be distributed in equal percentages among the members of the slate you have chosen? [The shareholder must be aware that the equal distribution will consider the division of the percentage of 100% among the members of the chosen slate up to the first two decimal places, without rounding, and that the fractions of shares calculated from the application of the resulting percentage will not be allocated to any candidate, being disregarded in the multiple voting procedure, In this case, the shareholder may not vote with all of his shares. If the shareholder chooses to "abstain" and the election takes place through the multiple voting process, his/her vote shall be counted as abstention in the respective resolution of the meeting.]
Asset | Approve | % Total | Reject | % Total | Abstain |
Approval | Rejection | ||||
ON | 64,490,421 | 76.97% | - | 0.00% | 19,293,897 |
ON | 83,784,318 | 100.00% | - | 0.00% | - |
ON | 641,338 | 0.77% | 14,069,506 | 16.79% | 69,073,474 |
ON | 33,339,615 | 39.79% | 49,901,723 | 59.56% | 542,980 |
ON | 1,602,147 | 1.91% | 82,182,171 | 98.09% | - |
ON | 13,869,964 | 16.55% | - | 0.00% | 69,914,354 |
VM - Marcos Antonio Molina dos Santos | ON | 926,586 | 100.00% | - | 0.00% | - |
VM - Marcia Aparecida Pascoal Marçal dos Santos | ON | 926,586 | 100.00% | - | 0.00% | - |
VM - Marcos Fernando Marçal dos Santos | ON | 926,586 | 100.00% | - | 0.00% | - |
VM - Sérgio Agapito Lires Rial | ON | 926,586 | 100.00% | - | 0.00% | - |
VM - Flávia Maria Bittencourt | ON | 2,305,275 | 100.00% | - | 0.00% | - |
VM - Pedro de Camargo Neto | ON | 2,310,273 | 100.00% | - | 0.00% | - |
VM - Augusto Marques da Cruz Filho | ON | 2,310,273 | 100.00% | - | 0.00% | - |
VM - Eduardo Augusto Rocha Pocetti | ON | 2,310,273 | 100.00% | - | 0.00% | - |
VM - Márcio Hamilton Ferreira | ON | 926,586 | 100.00% | - | 0.00% | - |
8. Request for separate election of a member of the Board of Directors by minority shareholders holding voting shares [the | ||||||
shareholder may only fill in this field if he/she holds uninterruptedly the shares with which he/she votes during the 3 months | ON | 1,033,188 | 1.23% | 8,827,151 | 10.54% | 73,923,979 |
immediately prior to the general meeting]. Do you wish to request the separate election of a member of the Board of | ||||||
Directors, pursuant to article 141, paragraph 4, item I, of Law No. 6,404/1976? | ||||||
9. To approve the election of Mr. Marcos Antonio Molina dos Santos to the position of Chairman of the Board of Directors | ON | 34,848,873 | 41.59% | 48,935,445 | 58.41% | - |
and Mrs. Marcia Aparecida Pascoal Marçal dos Santos the position of Vice-Chairman of the Board of Directors | ||||||
10. To set the annual global compensation for the year 2024 for the Company's Management (Board of Directors and | ||||||
Statutory Executive Officers) in the amount of up to R$ 124,100,000.00 (one hundred and twenty-four million and one | ||||||
hundred thousand reais). This amount refers to the proposed limit for fixed compensation (salary or pro-labore, direct and | ON | 20,404,511 | 24.35% | 63,379,807 | 75.65% | - |
indirect benefits) and benefits motivated by the cessation of the exercise of the position, as well as variable compensation | ||||||
(profit sharing) and amounts related to the Company's Stock Option Grant Plan and Restricted Stock Grant Plan |
CF - Marco Antônio Peixoto Simões Velozo (Sitting Member) / Attilio Guaspari (Substitute Member)
CF - Ricardo Florence dos Santos (Sitting Member) / Antonio Mathias Nogueira Moreira (Substitute Member) CF - Alexandre Eduardo De Melo (Sitting Member) / José Luiz de Souza Gurgel (Substitute Member)
12. To set the compensation for the fiscal year 2024 for the effective members of the Fiscal Council in an amount corresponding to 10% (ten percent) of the average amount of the compensation attributed to the Company's Executive Officers (not including benefits, representation funds and profit sharing), pursuant to article 162, paragraph 3, of Law No. 6,404/1976.
ON | 83,784,318 | 100.00% | - | 0.00% | - |
ON | 83,784,318 | 100.00% | - | 0.00% | - |
ON | 83,784,318 | 100.00% | - | 0.00% | - |
ON | 81,596,465 | 97.39% | 1,657,003 | 1.98% | 530,850 |
*The votes received by the bookkeeping agent represent 5% of the total shares issued by the Company, excluding treasury shares.
EGM - Extraordinary General Meeting Preliminary Synthetic Voting Map - Bookkeeping Agent*
Description of Resolution
- To amend Article 3 of the Company's Bylaws to include the activity of "provision of laboratory and technical analysis services to third parties" among those included in the Company's corporate purpose.
- To amend Article 5, caput, of the Company's Bylaws, in order to reflect the increase in the capital stock to R$ 13,653,417.953.36, divided into 1,682,473,246 common shares, resulting from the public offering of primary distribution of common shares carried out by the Company, according to the approvals made at the meetings of the Board of Directors held on 07.03.2023 and 07.13.2023.
- To amend Article 7, caput, of the Company's Bylaws, in order to increase the authorized capital limit to 2,103,000,000 (two billion, one hundred and three million) common shares.
- To amend Article 20, caput, of the Company's Bylaws, to establish that the Board of Directors shall be composed of at least 7 (seven) and at most 10 (ten) members.
- Consolidate the Company's Bylaws with the amendment approved in the previous item.
- To examine, discuss and approve the terms and conditions of the instruments of protocol and justification of the mergers of VIP S.A. Empreendimentos e Participações Imobiliárias ("VIP") and PSA Laboratório Veterinário Ltda. ("PSA", together with VIP "Companies"), Companies that, directly and indirectly, have BRF as the sole partner, by the Company ("Mergers"), entered into by the Company's managers and the Companies ("Protocols").
- To ratify the appointment of Grant Thornton Auditores Independentes Ltda. (CNPJ No. 10.830.108/0001-65) as the specialized company responsible for the preparation of the appraisal reports of the shareholders' equity of the Companies, at book value ("Appraisal Reports").
Asset | Approve | % Total | Reject | % Total | Abstain |
Approval | Rejection | ||||
ON | 84,736,902 | 100.00% | - | 0.00% | - |
ON | 84,736,902 | 100.00% | - | 0.00% | - |
ON | 84,336,074 | 99.53% | 400,828 | 0.47% | - |
ON | 84,736,902 | 100.00% | - | 0.00% | - |
ON | 84,486,902 | 99.70% | 250,000 | 0.30% | - |
ON | 84,486,902 | 99.70% | 250,000 | 0.30% | - |
ON | 84,486,902 | 99.70% | 250,000 | 0.30% | - |
8. | Approve the Appraisal Reports. | ON | 84,486,902 | 99.70% | 250,000 | 0.30% | - |
9. | To approve the Mergers, with the consequent extinction of the Companies, under the terms and conditions established in | ON | 84,486,902 | 99.70% | 250,000 | 0.30% | - |
the Protocols. | |||||||
10. Authorize the Company's managers to perform all acts necessary for the implementation of the Mergers. | ON | 84,736,902 | 100.00% | - | 0.00% | - | |
*The votes received by the bookkeeping agent represent 5% of the total shares issued by the Company, excluding treasury shares. |
ANNEX II
OGM - Ordinary General Meeting
Synthetic Consolidated Preliminary Voting Map*
Description of Resolution
- To take the accounts of the Directors, examine, discuss, and vote on the Management Report, the Financial Statements and other documents for the year ended December 31, 2023.
- To set at 9 (nine) the number of members to compose the Board of Directors compensation (salary or pro-labore, direct and indirect benefits) and benefits motivated by the termination of the position, as well as variable remuneration (profit sharing) and amounts in connection with the Stock Option Plan and the Company's Restricted Stocks Plan.
- Do you wish to request the adoption of the multiple voting process for the election of the Board of Directors, pursuant to article 141 of Law No. 6,404 of 1976?
- Indication of all the names that compose the slate (The votes indicated in this field will be disregarded if the shareholder holding voting shares also fills in field 8, referring to the separate election of a member of the Board of Directors, and the separate election referred to in this field occurs).
- If one of the candidates who make up the chosen slate ceases to be part of it, can the votes corresponding to their actions continue to be conferred on the chosen slate? [If the shareholder chooses "no" or "abstains" and the slate has been changed, his/her vote shall be counted as abstention in the respective resolution of the meeting.]
- In the event of the adoption of the multiple vote election process, should the votes corresponding to your shares be distributed in equal percentages among the members of the slate you have chosen? [The shareholder must be aware that the equal distribution will consider the division of the percentage of 100% among the members of the chosen slate up to the first two decimal places, without rounding, and that the fractions of shares calculated from the application of the resulting percentage will not be allocated to any candidate, being disregarded in the multiple voting procedure, In this case, the shareholder may not vote with all of his shares. If the shareholder chooses to "abstain" and the election takes place through the multiple voting process, his/her vote shall be counted as abstention in the respective resolution of the meeting.]
Asset | Approve | % Total | Reject | % Total | Abstain |
Approval | Rejection | ||||
ON | 997,213,145 | 97.93% | - | 0.00% | 21,038,895 |
ON | 1,016,649,092 | 99.84% | - | 0.00% | 1,602,948 |
ON | 1,208,217 | 0.12% | 946,367,401 | 92.94% | 70,676,422 |
ON | 966,204,389 | 94.89% | 49,901,723 | 4.90% | 2,145,928 |
ON | 934,466,921 | 91.77% | 82,182,171 | 8.07% | 1,602,948 |
ON | 946,734,738 | 92.98% | - | 0.00% | 71,517,302 |
VM - Marcos Antonio Molina dos Santos | ON | 104,578,221 | 100.00% | - | 0.00% | - |
VM - Marcia Aparecida Pascoal Marçal dos Santos | ON | 104,578,221 | 100.00% | - | 0.00% | - |
VM - Marcos Fernando Marçal dos Santos | ON | 104,578,221 | 100.00% | - | 0.00% | - |
VM - Sérgio Agapito Lires Rial | ON | 104,578,221 | 100.00% | - | 0.00% | - |
VM - Flávia Maria Bittencourt | ON | 105,956,910 | 100.00% | - | 0.00% | - |
VM - Pedro de Camargo Neto | ON | 105,961,908 | 100.00% | - | 0.00% | - |
VM - Augusto Marques da Cruz Filho | ON | 105,961,908 | 100.00% | - | 0.00% | - |
VM - Eduardo Augusto Rocha Pocetti | ON | 105,961,908 | 100.00% | - | 0.00% | - |
VM - Márcio Hamilton Ferreira | ON | 104,578,221 | 100.00% | - | 0.00% | - |
8. Request for separate election of a member of the Board of Directors by minority shareholders holding voting shares [the | ||||||
shareholder may only fill in this field if he/she holds uninterruptedly the shares with which he/she votes during the 3 months | ON | 1,033,188 | 0.10% | 101,542,408 | 9.97% | 915,676,444 |
immediately prior to the general meeting]. Do you wish to request the separate election of a member of the Board of Directors, | ||||||
pursuant to article 141, paragraph 4, item I, of Law No. 6,404/1976? | ||||||
9. To approve the election of Mr. Marcos Antonio Molina dos Santos to the position of Chairman of the Board of Directors and | ON | 967,713,647 | 95.04% | 48,935,445 | 4.81% | 1,602,948 |
Mrs. Marcia Aparecida Pascoal Marçal dos Santos the position of Vice-Chairman of the Board of Directors | ||||||
10. To set the annual global compensation for the year 2024 for the Company's Management (Board of Directors and | ||||||
Statutory Executive Officers) in the amount of up to R$ 124,100,000.00 (one hundred and twenty-four million and one | ||||||
hundred thousand reais). This amount refers to the proposed limit for fixed compensation (salary or pro-labore, direct and | ON | 953,127,235 | 93.60% | 63,379,807 | 6.22% | 1,744,998 |
indirect benefits) and benefits motivated by the cessation of the exercise of the position, as well as variable compensation | ||||||
(profit sharing) and amounts related to the Company's Stock Option Grant Plan and Restricted Stock Grant Plan |
CF - Marco Antônio Peixoto Simões Velozo (Sitting Member) / Attilio Guaspari (Substitute Member)
CF - Ricardo Florence dos Santos (Sitting Member) / Antonio Mathias Nogueira Moreira (Substitute Member) CF - Alexandre Eduardo De Melo (Sitting Member) / José Luiz de Souza Gurgel (Substitute Member)
12. To set the compensation for the fiscal year 2024 for the effective members of the Fiscal Council in an amount corresponding to 10% (ten percent) of the average amount of the compensation attributed to the Company's Executive Officers (not including benefits, representation funds and profit sharing), pursuant to article 162, paragraph 3, of Law No. 6,404/1976.
*The votes on te Map above represent 61% of the total shares issued by the Company, excluding treasury shares.
ON | 1,016,649,092 | 99.84% | - | 0.00% | 1,602,948 |
ON | 1,016,649,092 | 99.84% | - | 0.00% | 1,602,948 |
ON | 1,016,649,092 | 99.84% | - | 0.00% | 1,602,948 |
ON | 1,014,461,239 | 99.63% | 1,657,003 | 0.16% | 2,133,798 |
EGM - Extraordinary General Meeting Synthetic Consolidated Preliminary Voting Map*
Description of Resolution
- To amend Article 3 of the Company's Bylaws to include the activity of "provision of laboratory and technical analysis services to third parties" among those included in the Company's corporate purpose.
- To amend Article 5, caput, of the Company's Bylaws, in order to reflect the increase in the capital stock to R$ 13,653,417.953.36, divided into 1,682,473,246 common shares, resulting from the public offering of primary distribution of common shares carried out by the Company, according to the approvals made at the meetings of the Board of Directors held on 07.03.2023 and 07.13.2023.
- To amend Article 7, caput, of the Company's Bylaws, in order to increase the authorized capital limit to 2,103,000,000 (two billion, one hundred and three million) common shares.
- To amend Article 20, caput, of the Company's Bylaws, to establish that the Board of Directors shall be composed of at least 7 (seven) and at most 10 (ten) members.
- Consolidate the Company's Bylaws with the amendment approved in the previous item.
- To examine, discuss and approve the terms and conditions of the instruments of protocol and justification of the mergers of VIP S.A. Empreendimentos e Participações Imobiliárias ("VIP") and PSA Laboratório Veterinário Ltda. ("PSA", together with VIP "Companies"), Companies that, directly and indirectly, have BRF as the sole partner, by the Company ("Mergers"), entered into by the Company's managers and the Companies ("Protocols").
- To ratify the appointment of Grant Thornton Auditores Independentes Ltda. (CNPJ No. 10.830.108/0001-65) as the specialized company responsible for the preparation of the appraisal reports of the shareholders' equity of the Companies, at book value ("Appraisal Reports").
- Approve the Appraisal Reports.
- To approve the Mergers, with the consequent extinction of the Companies, under the terms and conditions established in the Protocols.
- Authorize the Company's managers to perform all acts necessary for the implementation of the Mergers.
*The votes on te Map above represent 61% of the total shares issued by the Company, excluding treasury shares.
Asset | Approve | % Total | Reject | % Total | Abstain |
Approval | Rejection | ||||
ON | 1,017,601,676 | 99.84% | - | 0.00% | 1,602,948 |
ON | 1,017,601,676 | 99.84% | - | 0.00% | 1,602,948 |
ON | 1,017,200,848 | 99.80% | 400,828 | 0.04% | 1,602,948 |
ON | 1,017,601,676 | 99.84% | - | 0.00% | 1,602,948 |
ON | 1,017,351,676 | 99.82% | 250,000 | 0.02% | 1,602,948 |
ON | 1,017,351,676 | 99.82% | 250,000 | 0.02% | 1,602,948 |
ON | 1,017,351,676 | 99.82% | 250,000 | 0.02% | 1,602,948 |
ON | 1,017,351,676 | 99.82% | 250,000 | 0.02% | 1,602,948 |
ON | 1,017,351,676 | 99.82% | 250,000 | 0.02% | 1,602,948 |
ON | 1,017,601,676 | 99.84% | - | 0.00% | 1,602,948 |
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BRF SA published this content on 23 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 March 2024 02:04:08 UTC.
