BR Foods

• Send to a friend
• Print
• 

  My Bookmarks

  Customize your Bookmarks:
  
  1) Type the name of the page the way you would like it to appear in "My Bookmarks"
  
  2) Click in the "Add as My Bookmarks" button.
  
  

  
  
• Increase font
• Decrease font

Minutes Of The Special General Meeting Held On August 18, 2009

DATE, TIME AND PLACE: August 18, 2009, at 14hs, at the head offices of the Company, at Rua Jorge Tzachel, 475, in the City of Itajaí, State of Santa Catarina. ATTENDANCE: The shareholders representing 68,59% of the voting capital attended the meeting. The following individuals, representing the Company, also attended the meeting, Chief Executive Officer Mr. José Antonio do Prado Fay, and representing the members of the Audit Committee, Mr. Attilio Guaspari, Mr. Osmar Castellani and Mr. Edgar Salem and Mrs. Carla Bellangero, representatives of Banco de Investimentos Credit Suisse (Brasil) S.A. and Planconsult Planejamento e Consultoria Ltda, respectively and Mr. Gilberto Tomazoni, Sadia S.A.’s Chief Executive Officer also attended the meeting. MEETING NOTICE: Published in the following newspapers: Diário Oficial do Estado de Santa Catarina, on July 10, 13 e 14 2009, Diário Catarinense on July 13, 14 e 15 2009 and Valor Econômico (national issue) on July, 9, 10 and 13, 2009. BOARD: Nildemar Secches, Co-Chairman, Luiz Fernando Furlan - Co- Chairman and Edina Biava, Secretary. AGENDA: 1. Resolve on the terms and conditions of the Protocol and Justification of Merger with respect to the merger of all common and preferred shares issued by Sadia S/A (“Sadia”) by the Company, except for those indirectly held by the Company; 2. Ratify the engagement and appointment of the institutions performing valuations: (a) Banco de Investimentos Credit Suisse (Brasil) S/A, enrolled with the CNPJ/MF under No. 33.987.793/0001-33, in charge of preparing the valuation report of the exchange ratio of shares issued by Sadia for shares issued by the Company; and (b) Planconsult Planejamento e Consultoria Ltda., enrolled with the CNPJ/MF under No. 51.163.798/0001-23, in charge of the valuation of SADIA’s shares for the purpose of determining the capital increase of the Company; 3. Resolve on the reports and the exchange ratio as described in the previous item; 4. Resolve on the merger of shares issued by Sadia by the Company, and authorize the capital increase of the Company to be performed with the merger of shares, with the consequent amendment to article 5 of BRF’s Bylaws, to reflect said capital increase. RESOLUTIONS: After the discussions related to the matters contained in the agenda, the shareholders of the Company resolved, by majority vote, to the following matters: 1. Approved in full and without exception the terms and conditions of the Protocol and Justification, executed by management of the Company and Sadia on July 8, 2009, a copy of which, as certified by the Board, shall be filed at the head offices of the Company; 2. Ratified and approved the appointment and engagement of the institutions performing valuations: (a) Banco de Investimentos Credit Suisse (Brasil) S/A, enrolled with the CNPJ/MF under No. 33.987.793/0001-33, in charge of preparing the valuation report on the exchange ratio of shares issued by Sadia for shares issued by BRF, a copy of which, as certified by the Board, shall be filed at the head offices of the Company, and (b) Planconsult Planejamento e Consultoria Ltda., enrolled with the CNPJ/MF under No.51.163.798/0001-23, in charge of preparing the valuation report on the shares of the Company and Sadia for purposes of determining the amount of the capital increase of the Company, a copy of which, as certified by the Board, shall be filed at the head offices of the Company; 3. Approved, without restrictions, the valuation report and exchange ratio referred to in item “2” above; 4. Approved the merger of all common and preferred shares issued Sadia by the Company, except for the common shares indirectly held by the Company, pursuant to the terms of the Protocol and Justification, with the consequent annotation in the applicable records, and approved the capital increase of the Company, upon the conversion of 25,904,595 common shares and 420,650,712 preferred shares issued by Sadia, based on the equity value of such shares, in the amount of R$2,335,484,255.61, through the issuance of 59,390,963 new registered common shares, with no par value, for the issuance price of R$39.32 per share, the capital, therefore, being amended from R$9,527,933,697.75 to R$11,863,417,953.36; 4.1. Recorded in the minutes that: (a) upon the terms of Section 3.2 of the Protocol and Justification, the shareholders of Sadia, except for HFF Participações S/A, shall receive 0.132998 common shares issued by the Company in exchange for each common and preferred share issued by Sadia to be merged into the shareholders’ equity of the Company; and (b) upon the terms of Section 3.3.1 of the Protocol and Justification, the fractions of common or preferred shares resulting from the substitution of the position of each shareholder of Sadia who does not combine with other shareholders of Sadia in order to form whole numbers of shares within the period to be jointly announced by the Companies, shall be rounded downward to the closest whole number, and the difference shall be paid in cash by BRF within thirty (30) business days from receipt of the funds arising from the disposal, on the BM&FBovespa S.A. - Bolsa de Valores, Mercadorias e Futuros, of the shares corresponding to such fractions; 4.2. Recorded in the minutes that the management of the Company shall be authorized to take all actions required to make effective and formalize the merger of shares resolved herein, including transfer of the shares issued by Sadia to be held thereby, as well as those related to filing and publication of the corporate acts and annotations required by the competent governmental authorities; 4.3. As a result, the amendment of the caption of section 5 of the Bylaws of the Company is hereby approved, and it shall read as follows: “SECTION 5 - The subscribed and paid-in capital stock is R$ 11,863,417,953.36 (eleven billion, eight hundred and sixty three million, four hundred and seventeen thousand, nice hundred and fifty three reais and thirty nine cents), divided into 418,986,623 (four hundred and eighteen million, nine hundred and eighty six thousand, six hundred and twenty three) common shares without face value”; 4.4. After the 30 (thirty) day term to exercise their withdrawal rights by Sadia’s common shareholders, as from the date the minutes of the special general meeting approving the merger of shares are published, the merger of shares shall take place after the lapse of such legal term with the tranfer of Sadia’s common and preferred shareholders to the Company on September 21, 2009; 4.5. Pursuant to the resolutions above, the shareholders decided to consolidate the Company’s Bylaws, with the other provisions remaining unchanged and integrating these minutes as attached. 4.6. Shareholders are hereby informed that due to the change in the Company’s head office approved during the Special General Meeting held on July 8, 2009, the Company has begun to make its publications, as provided for under applicable law, in the following newspapers: Diário Oficial do Estado de Santa Catarina, Diário Catarinense and Valor Econômico. DOCUMENTS ATTACHED: 1. Shareholder Attendance List; 2. Restated Bylaws; 3. Valuation report drafted by Banco de Investimentos Credit Suisse (Brasil) S.A.; 4. Valuation report drafted by Planconsult Planejamento e Consultoria Ltda.; and 5. Protocol and Justification.. 6. Document of Subscription. DOCUMENTS FILED WITH THE COMPANY: 1. Powers of attorney granted; 2. Statement of votes. CLOSING: After these minutes were read and approved, they were executed by all attending individuals. Publication of these minutes omitting the signatures of the parties was authorized, as set forth in Section 130, Second Paragraph, Law No. 6,404/76. Itajaí - SC, August 18, 2009. Nildemar Secches, Co- Chairman, Luiz Fernando Furlan, Co-Chairman, Edina Biava, Secretary. ATTENDING SHAREHOLDERS:

For further information, click here.