MARFRIG GLOBAL FOODS S.A. Letterhead of Fator Administração de Recursos
São Paulo, April 4, 2014
MARFRIG GLOBAL FOODS S.A. Mr. Marcelo Di Lorenzo,Investor Relations Officer
FREE TRANSLATION
With regard to the Fiscal Council election process to take place in the Annual General Meeting set to convene on April 24, 2015, at 10 a.m., in the registered office of the Company, we, the undersigned shareholders, hereby nominate the following candidate fiscal council members.
Nominated to serve as Effective Fiscal Council Member:
Axel Erhard Brod. Mr. Brod holds graduate degrees in Business Administration from the Universität des Saarlandes, in Saarbrücken, Germany, and from the Pontifical Catholic University of Rio de Janeiro (Pontifícia Universidade Católica do Rio de Janeiro - PUC-RJ), and a master's degree in Finance from PUC-RJ. He is currently a partner and director of ABZ Assessoria e Consultoria Empresarial, a business consulting firm. He serves as fiscal council member of the following companies: Mahle Metal Leve S.A., Metalúrgica Gerdau S.A., Santos Brasil S.A. and A.W. Faber Castell S.A. Between 1999 and 2010, he worked with the MAHLE Group, having served in a number of positions, including as management team member for the global group, and as director and chairman of the board of a number of Mahle joint venture companies and group companies. At MAHLE Metal Leve S.A. he served as Chief Financial and Administrative Officer and as Investor Relations Officer from 1999 through 2010, and served also as Vice President between 2004 and 2010. Additionally, from 1990 to 1998, Mr. Brod worked for the Thyssen Group, having served in a number of positions in the trade and services division, and as Group Chief Financial and Administrative Officer for Latin America. Between 1984 and 1989, he worked as audit manager of the German Desk of the Rio de Janeiro office of KPMG Auditores Independentes.
Nominated to serve as Alternate Fiscal Council Member:
Christiano Ernesto Burmeister. Mr. Burmeister holds graduate degrees in Business Administration (1975) and Electronic Engineering (1971) from Universidade Mackenzie (São Paulo). Since 2010, he has been with GBS Consultoria - Governança Corporativa e Coaching, a corporate governance advisory and coaching services firm. Previously, from 1975 to 2003, he worked for BASF S.A. in a number of positions, last having served as Executive Vice President of BASF South America. He has been a member of the Fiscal Council of Associação Beneficente Mahle since April 2009; and a member of the Higher Committee for Agriculture (COSAG) of the São Paulo Federation of Industries since November2009 (invited to the position by former Minister of Agriculture Roberto Rodrigues, then Chairman of the COSAG). In addition, Mr. Burmeister is a former member of the Directive Board of the National Association for Vegetal Protection (Associação Nacional de Defesa Vegetal - ANDEF) having served for the 1987-1989, 1993-1997 and 2006-2010 terms; former member (2006-2010) of the Advisory Board of the National Pesticide Trade Union (Sindicato Nacional de Defensivos Agrícolas - SINDAG) and, as a representative of TASA, former Board member with the Brazil-Germany Chamber of Commerce and Industry (January 2005 - March 2006).
Enclosed herewith you will find detailed information on the professional background of the nominee candidates identified above. We expect you to disseminate such information to shareholders by
making it available in the investor relations gateway of the Company.
We further request you to have the above nominations include in the Management's Proposal you will be submitting to shareholders at the Annual General Meeting.
Funds - Positions as of April 7, 2015 | Taxpayer ID |
FUNDO FATOR SINERGIA V FUNDO DE INVESTIMENTO EM AÇÕES | 13.476.201/0001-01 |
FUNDO FATOR SINERGIA IV - FUNDO DE INVESTIMENTO EM AÇÕES | 07.796.185/0001-31 |
By Fator Administração de Recursos
Alexandre Waltz
ATTACHMENT
Brief Biographical Description of nominee candidate fiscal council members
Axel Erhard Brod - Taxpayer ID (CPF) 787.729.907-91
a. Mr. Axel Erhard Brod holds graduate degrees in Business Administration from the Universität des Saarlandes, in Saarbrücken, Germany, and from the Pontifical Catholic University of Rio de Janeiro (Pontifícia Universidade Católica do Rio de Janeiro - PUC-RJ), and a master's degree in Finance from PUC- RJ. He is currently a partner and director of ABZ Assessoria e Consultoria Empresarial, a business consulting firm. He serves as a fiscal council member of the following companies: Mahle Metal Leve S.A., Metalúrgica Gerdau S.A., Santos Brasil S.A. and A.W. Faber Castell S.A. Between 1999 and 2010, he worked with the MAHLE Group, having served in a number of positions, including as management team member for the global group, and as director and chairman of the board of a number of Mahle joint venture companies and group companies. At MAHLE Metal Leve S.A. he served as Chief Financial and Administrative Officer and as Investor Relations Officer from 1999 through 2010, and served also as Vice President between 2004 and 2010. Additionally, from 1990 to 1998, Mr. Brod worked for the Thyssen Group, having served in a number of positions in the trade and services division, and as Group Chief Financial and Administrative Officer for Latin America. Between 1984 and 1989, he worked as audit manager of the German Desk of the Rio de Janeiro office of KPMG Auditores Independentes. Mr. Brod has served as effective fiscal council member of Marfrig Global Foods S.A. since April 2013.
b. No judgment of guilty (final or otherwise) has been entered in the last five years against Mr. Axel Erhard
Brod in any criminal proceedings, or any disciplinary proceedings processed before the CVM, or in any court or administrative proceedings, whose effect could be that of having him banned or barred from practicing or performing, or disqualified to practice or perform professional or business activities of any kind.
Christiano Ernesto Burmeister - Taxpayer ID (CPF) 568.995.138-20
a. Mr. Christiano Ernesto Burmeister holds graduate degrees in Business Administration (1975) and Electronic Engineering (1971) from Universidade Mackenzie (São Paulo). Since 2010, he has been with GBS Consultoria - Governança Corporativa e Coaching, a corporate governance advisory and coaching services firm. Previously, from 1975 to 2003, he worked for BASF S.A. in a number of positions, last having served as Executive Vice President of BASF South America. He has been a member of the Fiscal Council of Associação Beneficente Mahle since April 2009; and a member of the Higher Committee for Agriculture (COSAG) of the São Paulo Federation of Industries since November 2009 (invited to the position by former Minister of Agriculture Roberto Rodrigues, then Chairman of the COSAG). In addition, Mr. Burmeister is a former member of the Directive Board of the National Association for Vegetal Protection (Associação Nacional de Defesa Vegetal - ANDEF) having served for the 1987-1989,
1993-1997 and 2006-2010 terms; former member (2006-2010) of the Advisory Board of the National
Pesticide Trade Union (Sindicato Nacional de Defensivos Agrícolas - SINDAG) and, as a representative of
TASA, former Board member with the Brazil-Germany Chamber of Commerce and Industry (January
2005 - March 2006). Mr. Burmeister has served as effective fiscal council member of Marfrig Global
Foods S.A. since April 2013.
b. No judgment of guilty (final or otherwise) has been entered in the last five years against Mr. Christiano Ernesto Burmeister in any criminal proceedings, or any disciplinary proceedings processed before the CVM, or in any court or administrative proceedings, whose effect could be that of having him banned or barred from practicing or performing, or disqualified to practice or perform professional or business activities of any kind. APPENDIX I BRIEF BIOGRAPHICAL DESCRIPTION AND ADDITIONAL INFORMATION ON THE CANDIDATE FISCAL COUNCIL MEMBERS NOMINATED BY MINORITY SHAREHOLDERS (ARTICLE 161, PARAGRAPH 4, OF BRAZILIAN CORPORATE LAW). PER SUBSECTIONS 12.6 THROUGH 12.10 OF SECTION 12 OF THE REFERENCE FORM Subsection 12.6: Fiscal Council FISCAL COUNCILName: | Age | Profession | Taxpayer ID (CPF) - Passport No. | Position | Election date: | Investiture date | Term of office | Other positions | Appointed by controlling shareholder |
Axel Erhard Brod | 57 | Business administrator | 787.729.907-91 | Effective fiscal council member | April 24, 2015 | April 24, 2015 | 1 year | ---- | No |
Christiano Ernesto Burmeister | 67 | Business administrator | 568.995.138-20 | Alternate fiscal council member | April 24, 2015 | April 24, 2015 | 1 year | - | No |
12.7. COMPOSITION OF STANDING ADVISORY COMMITTEES, AND THE AUDIT COMMITTEE, THE FINANCE COMMITTEE AND THE COMPENSATION COMMITTEE.
At a Board meeting held on January 23, 2014, the directors determined the composition of the Advisory Committees to the Board would be as follows: (I) Audit Committee: Mr. Marcelo Maia de Azevedo Correa (Coordinator), Ms. Marcia Aparecida Pascoal Marçal dos Santos and Mr. Marcos Antonio Molina dos Santos; (II) Compensation, Corporate Governance and Human Resources Committee: Mr. Antonio dos Santos Maciel Neto (Coordinator), Mr. Carlos Geraldo Langoni and Mr. Marcos Antonio Molina dos Santos; (III) Finance and Risk Management Committee: Mr. Carlos Geraldo Langoni (Coordinator), Mr. Antonio dos Santos Maciel Neto and Marcos Antonio Molina dos Santos; (IV) Management Committee: Mr. Marcos Antonio Molina dos Santos (Coordinator), Mr. Marcelo Maia de Azevedo Correa and Mr. Alain Emilie Henry Martinet. None of these committees has been established under the bylaws.
12.8. BRIEF BIOGRAPHICAL DESCRIPTION OF THE DIRECTORS, OFFICERS, FISCAL COUNCIL MEMBERS AND MEMBERS OF THE BYLAWS-MANDATED AUDIT COMMITTEE.
Fiscal Council
Axel Erhard Brod - Taxpayer ID (CPF) 787.729.907-91a. Mr. Axel Erhard Brod holds graduate degrees in Business Administration from the Universität des Saarlandes, in Saarbrücken, Germany, and from the Pontifical Catholic University of Rio de Janeiro (Pontifícia Universidade Católica do Rio de Janeiro - PUC-RJ), and a master's degree in Finance from PUC-RJ. He is currently a partner and director of ABZ Assessoria e Consultoria Empresarial, a business consulting firm. He serves as a fiscal council member of the following companies: Mahle Metal Leve S.A., Metalúrgica Gerdau S.A., Santos Brasil S.A. and A.W. Faber Castell S.A. Between 1999 and 2010, he worked with the MAHLE Group, having served in a number of positions, including as management team member for the global group, and as director and chairman of the board of a number of Mahle joint venture companies and group companies. At MAHLE Metal Leve S.A. he served as Chief Financial and Administrative Officer and as Investor Relations Officer from 1999 through 2010, and served also as Vice President between 2004 and 2010. Additionally, from 1990 to 1998, Mr. Brod worked for the Thyssen Group, having served in a number of positions in the trade and services division, and as Group Chief Financial and Administrative Officer for Latin America. Between 1984 and 1989, he worked as audit manager of the German Desk of the Rio de Janeiro office of KPMG Auditores Independentes. Mr. Brod has served as effective fiscal council member of Marfrig Global Foods S.A. since April 2013.
b. No judgment of guilty (final or otherwise) has been entered in the last five years against Mr.Axel Erhard Brod in any criminal proceedings, or any disciplinary proceedings processed before the CVM, or in any court or administrative proceedings, whose effect could be that of having him banned or barred from practicing or performing, or disqualified to practice or perform professional or business activities of any kind.
Christiano Ernesto Burmeister - Taxpayer ID (CPF) 568.995.138-20
a. Mr. Christiano Ernesto Burmeister holds graduate degrees in Business Administration (1975) and Electronic Engineering (1971) from Universidade Mackenzie (São Paulo). Since 2010, he has been with GBS Consultoria - Governança Corporativa e Coaching, a corporate governance advisory and coaching services firm. Previously, from 1975 to 2003, he worked for BASF S.A. in a number of positions, last having served as Executive Vice President of BASF South America. He has been a member of the Fiscal Council of Associação Beneficente Mahle since April 2009; and a member of the Higher Committee for Agriculture (COSAG) of the São Paulo Federation of Industries since November 2009 (invited to the position by former Minister of Agriculture Roberto Rodrigues, then Chairman of the COSAG). In addition, Mr. Burmeister is a former member of the Directive Board of the National Association for Vegetal Protection (Associação Nacional de Defesa Vegetal - ANDEF) having served for the 1987-1989, 1993-
1997 and 2006-2010 terms; former member (2006-2010) of the Advisory Board of the National Pesticide Trade Union (Sindicato Nacional de Defensivos Agrícolas - SINDAG) and, as a representative of TASA, former Board member with the Brazil-Germany Chamber of Commerce and Industry (January 2005 - March 2006). Mr. Burmeister has served as effective fiscal council member of Marfrig Global Foods S.A. since April 2013.
Christiano Ernesto Burmeister in any criminal proceedings, or any disciplinary proceedings processed before the CVM, or in any court or administrative proceedings, whose effect could be that of having him banned or barred from practicing or performing, or disqualified to practice or perform professional or business activities of any kind.
12.9 SPOUSAL AND FAMILIAL RELATIONSHIPS (TO THE SECOND DEGREE) BETWEEN DIRECTORS AND OFFICERS OF THE ISSUER, AND BETWEEN DIRECTORS, OFFICERS AND SHAREHOLDERS OF THE ISSUER OR ITS PARENT AND SUBSIDIARY COMPANIES.
Mr. Marcos Antonio Molina dos Santos, Chairman of our Board, and his wife, Ms. Marcia Aparecida Pascoal Marçal dos Santos, our director, jointly own 100% of the shares of MMS Participações Ltda., which is the controlling shareholder of Marfrig Global Foods S.A.
Mr. Rodrigo Marçal Filho, our director and executive officer, is the brother of director Marcia
Aparecida Pascoal Marçal dos Santos.
MMS Participações Ltda. is a company organized and existing under the laws of Brazil, enrolled
with the Corporate Taxpayers' Registry of the Ministry of Finance under CNPJ/MF No.
08.542.030/0001-31, and is based in the city and state of São Paulo, Brazil. It is a holding company authorized under its bylaws to hold shares, units and interests in any domestic or international companies. MMS Participações is (and has been for the last three years) the controlling shareholder of Marfrig Global Foods S.A. This holding company is fully owned and controlled by Mr. Marcos Antonio Molina dos Santos and his wife, Ms. Marcia Aparecida Pascoal Marçal dos Santos, our directors.
|
distributed by
|
