MARFRIG GLOBAL FOODS S.A. 
By A Public Company
FREE TRANSLATION
MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS HELD ON JANUARY 7, 2014Date, Time and Place. Meeting of the Board of Directors of Marfrig Alimentos S.A. ("Company") held by conference call at 8 a.m. on January 7, 2014, in the premises located at Avenida Chedid Jafet 222, Tower A, 5th floor, Suite 01, district of Vila Olimpia, Postal Code (CEP) 04551-065, in the City of São Paulo, State of São Paulo.
Call notice and attendance. Call notice regularly given to the directors of the Company. Attending the meeting were Mr. Marcos Antonio Molina dos Santos - Chairman of the Board, Ms. Marcia Aparecida Pascoal Marçal dos Santos, and Messrs. Sérgio Agapito Lires Rial, Rodrigo Marçal Filho, Alain Emilie Henry Martinet, Antonio Maciel Neto, David G. McDonald, Marcelo Maia de Azevedo Correa and Carlos Geraldo Langoni. Presiding Officers. Mr. Marcos Antonio Molina dos Santos - Chairman; Mr. Heraldo Geres - Secretary. Order of Business. Decisions on: (I) new names and responsibilities of the Advisory Committees to the Board of Directors of the Company; (II) (II) changes in the Executive Board of Officers; and (III) adoption of liability caps applicable to governance and management bodies, as permitted under the Sole Paragraph of Article 19 of the Bylaws of the Company. Decisions. Having considered and debated the topics in the order of business, the members of the Board of Directors decided the following by unanimous vote of the attendees: (I) Moving forward the Company will have the following Advisory Committees to the Board of Directors, to the exclusion of any other previously existing: a) Audit Committee; b) Compensation, Corporate Governance and Human Resources Committee; and c) Management and Finance Committee. The directors next decided on the revised responsibilities of these committees, such as set forth in the attached "Internal Rules of the Advisory Committees to the Board of Directors", which is an integral and inseparable part of these minutes as Appendix I. Other committees or workgroups established to support Management, such as the Executive Committee presently, are retained and will continue to work regularly, along with additional committees and workgroups which the Executive Board of Officers may create in the future. (II) Electing the following members of the Executive Board of Officers of the Company: a) to serve as Chief Executive Officer of the Company, Mr. Sergio Agapito Lires Rial, a Brazilian citizen, single, economist, bearer of Identity Card RG No. 04.621.473-0 IFP/RJ, enrolled with the
Individual Taxpayers' Registry of the Ministry of Finance under CPF/MF No. 595.644.157-72; b) to serve
as General Counsel, Mr. Heraldo Geres, a Brazilian citizen, married, lawyer, currently serving as Vice President for Legal Affairs of the Company, bearer of Identity Card RG No. 18.149.948-4 SSP/SP, enrolled with the Individual Taxpayers' Registry of the Ministry of Finance under CPF/MF No.
119.691.688-89; and c) to serve as Executive Officer with no Specific Title, Mr. Tang David, a
Brazilian citizen, single, business administrator, currently serving as Chief Internal Auditor of the Company, bearer of Identity Card RG No. 10.623.534-5 SSP/SP, enrolled with the Individual Taxpayers' Registry of the Ministry of Finance under CPF/MF No. 213.882.168-41; d) to serve as Executive Officer with no Specific Title, Mr. Rodrigo Marçal Filho, a Brazilian citizen, married, businessman, bearer of Identity Card RG No. 28.432.094-8-SSP/SP, enrolled with the Individual Taxpayers' Registry of the Ministry of Finance under CPF/MF No. 184.346.398-90, all of whom have office address in the City of São Paulo, State of São Paulo, at Avenida Chedid Jafet 222, Tower A, 5th floor, district of Vila Olimpia, Postal Code (CEP) 04551-065. However, these executive officers are appointed with effect only after the Bylaws are amended to modify certain management provisions, pursuant to a proposal to be put forward to shareholders convening in Extraordinary General Meeting pursuant to a call notice decision taken at the Board meeting held on January 06, 2014, at 8 a.m. The executive officers appointed at this meeting are to take office after the Bylaws are amended as set forth above, at which time they will be required to sign the relevant investiture instruments, as well as a statement of adherence to the Novo Mercado Listing Rules. These executive officers are appointed for a term ending as of May 7, 2016, at which time the term of the currently acting officers (elected at a Board meeting held on May 6, 2013) is set to end as well. Mr. Ricardo Florence dos Santos, a Brazilian citizen, married, business administrator, bearer of Identity Card RG No. 6.231.779-SSP/SP, enrolled with the Individual Taxpayers' Registry of the Ministry of Finance under CPF/MF No. 812.578.998-72, will continue to accumulate functions serving as both Chief Financial and Administrative Officer and Investor Relations Officer of the Company. Mr. Marcos Antonio Molina dos Santos retains his position as Chief Executive Officer until such time as the Bylaws are amended and Mr. Rial replaces him, taking office as Chief Executive Officer. In addition, Mr. Marcos Antonio Molina dos Santos retains his Board seat and will continue to serve the Company as Chairman of the Board of Directors. Mr. Sérgio Agapito Lires Rial resigned his position in the Board of Directors effective from his investiture as Chief Executive Officer of the Company. In view of the foregoing, a) the acting executive officers retain their current positions in the Executive Board of Officers, which is composed of Mr. Marcos Antonio Molina dos Santos, who serves as Chief Executive Officer, and Mr. Ricardo Florence dos Santos, who accumulates functions serving as both Chief Financial and Administrative Officer and Investor Relations Officer; and b) starting from the date of the Bylaws' amendment and the investiture in office (and adherence to Novo Mercado Listing Rules) of the officers appointed at this time, the Executive Board of Officers of the Company will be composed of Messrs. Sérgio Agapito Lires Rial (as Chief Executive Officer); Ricardo Florence dos Santos (Chief Financial and Administrative Officer and Investor Relations Officer); Heraldo Geres (as General Counsel), Tang David (as Executive Officer with no Specific Title) and Rodrigo Marçal Filho (as Executive Officer with no Specific Title). Pursuant to article 150, paragraph 4, of Brazilian Corporate Law, the current members of the Executive Board of Officers are to stay in office until such time as their appointed successors take office. The new appointees have solemnly declared to be clear of any indictments for offenses which otherwise would bar them from exercising business or management activities, as well as to be aware of the provisions under article 147 of Brazilian Corporate Law and under Brazilian Securities Commission
(CVM) Ruling 367 dated May 29, 2002.
ACTIONS | LIABILITY CAPS |
Disposing of, or establishing encumbrances, and acquiring, individually or as a group, items of any kind classified as fixed assets. | Approval by the Management and Finance Committee for transactions involving amounts between ten million Brazilian Reais (R$10,000,000.00) and twelve percent (12%) of the Company's shareholders' equity (as per the last reported and released financial statements. |
Creating a security interest of any kind on property of the Company (collateral, in rem guarantees) or agreeing trust receipt arrangements (fiduciary alienation). | Approval by the Management and Finance Committee for transactions involving amounts between one percent (1%) and twelve percent (12%) of the Company's shareholders' equity (as per the last reported and released financial statements. |
Foreign currency forward contracts, export prepayments, export credit notes; and supply chain financing (reverse factoring; confirming) | Approval by the Management and Finance Committee for transactions involving amounts between one percent (1%) and twelve percent (12%) of the Company's shareholders' equity (as per the last reported and released financial statements. |
Other lending or financing transactions, including vendor agreements, where the Company acts as guarantor on behalf of supply-chain customers. | Approval by the Management and Finance Committee for transactions involving amounts between one percent (1%) and twelve percent (12%) of the Company's shareholders' equity (as per the last reported and released financial statements. |
Financial investment transactions. | No liability cap applies; as long as the Company's internal policy on financial investments is observed. |
Purchase and sale agreements agreed on a non-exclusive for sales in domestic or international markets | Approval by the Management and Finance Committee for transactions involving amounts between one-half percent (0.5%) and twelve percent (12%) of the Company's shareholders' equity (as per the last reported and released financial statements. |
Any other agreements. | Approval by the Management and Finance Committee for transactions involving amounts between one-half percent (0.5%) and twelve percent (12%) of the Company's shareholders' equity (as per the last reported and released financial statements. |
Acting as guarantor for transactions of subsidiaries, including by establishing liens or giving collateral ("in rem" guarantees). | Approval by the Management and Finance Committee for transactions involving amounts between one percent (1%) and twelve percent (12%) of the Company's shareholders' equity (as per the last reported and released financial statements. |
Going to court; compromising or settling claims and lawsuits, waiving rights of action; withdrawing from, or discontinuing proceedings, legal measures and remedies, and any other kind of legal or administrative claim or process, and arbitration proceedings; implementing voluntary tax set-offs which imply or may imply rights or obligations for the Company, or which adversely affect or | Approval by the Management and Finance Committee for transactions involving amounts between one-half percent (0.5%) and twelve percent (12%) of the Company's shareholders' equity (as per the last reported and released financial statements. |
may adversely affect the reputation of the
Company.
The new liability caps will take effect only after certain amendments to the Bylaws, changing some of the management provisions, are approved at an extraordinary general meeting which will be called to convene in accordance with the call notice decision taken at the Board meeting held on January 6, 2014, at 8 a.m. Until such time as such these Bylaws amendments are approved, the existing liability caps will continue in effect precisely as adopted at the Board of Directors meeting of March 25, 2010. Finally, the members of the Board of Directors decided this Board needs to have proper facilities infrastructure within the Company, including its own office space, equipment and staff, in addition to a dedicated budget for its operations. Closing. There being no further business to transact, the meeting was adjourned. These minutes were then drawn up, and subsequently read, found to conform, approved and signed by all directors in attendance.
São Paulo, January 7, 2014.
Chairman of the Board Secretary
Directors:
