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- 1) Where are BRF’s shares traded?
- 2) What are BRF’s common shares rights?
- 3) What are the transfer restrictions of BRF shares?
- 4) How individuals not resident in Brazil can invest in BRF shares?
- 5) How and when does BRF disclose its information?
- 6) How can I contact the investor relations area?
- 7) Where can I find information on depositary institutions of BRF‘s shares?
Where are BRF’s shares traded?
The Company’s shares are listed for trading in the Bovespa under the symbol “BRFS3”. BRF has entered into an agreement with the Bovespa to list its shares in the “Novo Mercado” the highest level of the differentiated corporate governance practices. BRF´s shares are also traded as ADRs on the New York Stock Exchange (NYSE), under the ticker BRFS.
What are BRF’s common shares rights?
At BRF’s shareholders’ meetings, each share of common stock is generally entitled to one vote. Pursuant to the Company’s by-laws and Novo Mercado listing agreement, the Company may not issue shares without voting rights or with restricted voting rights. In addition, its by-laws and the Brazilian Corporation Law provide that holders of shares are entitled to dividends or other distributions made in respect of shares ratably in accordance with their respective participation in the total amount of our issued and outstanding shares. In addition, upon our liquidation, holders of shares are entitled to share our remaining assets, after payment of all of liabilities, ratably in accordance with their respective participation in the total amount of issued and outstanding shares. Holders of shares are not obligated to subscribe to future capital increases and are generally entitled to preemptive rights to subscribe for new shares as provided by the Brazilian Corporation Law.
According to the Brazilian Corporation Law, neither the Company’s by-laws nor actions taken at a shareholders’ meeting may deprive a shareholder of the following rights:
- the right to participate in the distribution of profits;
- the right to participate equally and ratably in any remaining residual assets in the event of liquidation;
- preemptive rights in the event of issuance of shares, convertible debentures or warrants, except in certain specific circumstances under Brazilian law;
- the right to monitor our management in accordance with the provisions of the Brazilian Corporation Law; and
- the right to withdraw from our company in the cases specified in the Brazilian Corporation Law
What are the transfer restrictions of BRF?
Each purchaser of BRF common shares in the United States will be deemed to have agreed not to deposit such common shares into an unrestricted global depositary receipt facility for as long as those shares are “restricted securities” within the meaning of Rule 144 under the Securities Act and to have represented and agreed as follows:
- The purchaser: (i) is a qualified institutional buyer and is aware that the sale of BRF common shares to it is being made in reliance on exemptions from the registration requirements of the Securities Act and such acquisition will be for its own account or for the account of a qualified institutional buyer; or (ii) a person who, at the time the buy order for the common shares was originated, was outside the United States and was not a U.S. person (and was not purchasing for the account or benefit of a U.S. person) within the meaning of Regulation S under the Securities Act;
- In making its decision to purchase the common shares, the purchaser: (i) has made its own investment decision regarding the common shares based on its own knowledge; (ii) has had access to such information as it deems necessary or appropriate in connection with its purchase of the common shares; and (iii) has sufficient knowledge and experience in financial and business matters and expertise in assessing credit, market and all other relevant risk and is capable of evaluating, and has evaluated independently, the merits, risks and suitability of purchasing the common shares; and
- BRF common shares have not been, nor will they be, registered under the Securities Act and may not be re-offered, resold, pledged or otherwise transferred except: (i) (a) to a person who the purchaser reasonably believes is a qualified institutional buyer in a transaction meeting the requirements of Rule 144A, (b) outside the United States in a transaction complying with Rule 903 or Rule 904 of Regulation S or (c) pursuant to an exemption from registration under the Securities Act provided by Rule 144 thereunder (if available); and (ii) in accordance with all applicable securities laws of the states of the United States.
How individuals not resident in Brazil can invest in BRF shares?
Investors residing outside Brazil, including institutional investors, are authorized to purchase equity instruments, including common shares, on the São Paulo Stock Exchange, provided that they comply with the registration requirements set forth in Resolution 2,689 and CVM Instruction No. 325. With certain limited exceptions, Resolution 2,689 investors (1) are permitted to carry out any type of transaction in the Brazilian capital markets involving a security traded on a stock, future or organized over-the-counter market but (2) may not transfer the ownership of investments made under Resolution 2,689 to other non-Brazilian holders through private transactions. Investments and remittances outside Brazil of gains, dividends, profits or other payments under common shares are made through the foreign exchange market.
In order to become a Resolution 2,689 investor, an investor residing outside Brazil must:
- Appoint at least one representative in Brazil who will be responsible for complying with registration and reporting requirements and procedures with the Central Bank and the CVM. If the representative is an individual or a non-financial company, the investor must also appoint an institution duly authorized by the Central Bank that will be jointly and severally liable for the representative’s obligations;
- Complete the appropriate foreign investor registration form;
- Register as a foreign investor with the CVM;
- Register the foreign investment with the Central Bank;
- Appoint a tax representative in Brazil; and
- Obtain a taxpayer identification number from the Brazilian federal tax authorities.
Securities and other financial assets held by foreign investors pursuant to Resolution 2,689 must be registered or maintained in deposit accounts or under the custody of an entity duly licensed by the Central Bank or the CVM. In addition, securities trading by foreign investors is generally restricted to transactions on the São Paulo Stock Exchange or in organized over-the-counter markets licensed by the CVM.
How and when does BRF disclose its information?
All BRF‘s material facts, earnings results and other notices to the market are published simultaneously at CVM/Bovespa and at the investor relations area of the Company’s website (www.brf-br.com/ri), and sent later by email to persons registered to receive information. To receive information by e-mail please register here.
How can I contact the Investor Relations Area?
BRF - Brasil Foods S.A.
Rua Hungria, 1.400, 5º andar
Jardim Europa - 01455-000
São Paulo-SP, Brazil
Phone: 55 (11) 2322-5052
acoes@brf-br.com
www.brf-br.com/ri
Leopoldo Viriato Saboya
Chief Financial, Administrative and Investor Relations Officer
Elcio Mitsuhiro Ito
Financial and Investor Relations Director
Edina Gomes Biava
Investor Relations Manager
Fone: 55 (11) 2322-5061
E-mail: edina.biava@brf-br.com
Katia Ramires
Investor Relations Coordinator
Phone: 55 (11) 2322-5048
E-mail: katia.ramires@brf-br.com
Bruno Meniquetti
Investor Relations Coordinator
Phone: 55 (11) 2322-5050
E-mail: bruno.meniquetti@brf-br.com
Ana Carolina Pires Bastos
Fone: 55 (11) 2322-5037
E-mail: ana.bastos@brf-br.com
Where can I find information on depositary institutions of BRF shares?
General Information on BRF´s shares depositary institutions.
Listed Shares
BRFS - ADRs listed on NYSE
BRFS3 - Common Shares listed on Bovespa
Depositary Bank in USA
The Bank of New York Mellon
Shareholder Relations
P.O. Box 11258
Church Street Station New York, NY 10286-1258
USA Phone: 1-610-382-7836
E-mail: shareowner-svcs@bankofny.com
www.stockbny.com
Depositary Bank in Brazil
Banco Itaú Unibanco
Rosana Souza
Phone: 55 (11) 5029-1919
E-mail: rosana.souza@itau-unibanco.com.br
Banco Itaú branches specialized in shareholders´ assistance
Belo Horizonte - MG
Av. João Pinheiro, 195 - Térreo
CEP 30130-180
Mrs. Jussara F. Souza
55 (31) 3249-3534
Brasília - DF
SCS Quadra 3 - Edifício Dona Angela - Sobreloja
CEP 70300-500
Mrs. Constância M. S. Oliveira
55 (61) 322-2075
Curitiba - PR
Rua João Negrão, 65 - Sobreloja
CEP 80010-200
Mrs. Márcia N. Machado
55 (41) 320-4128
Porto Alegre - RS
Rua Sete de Setembro, 746 - Térreo
CEP 90010-190
Mrs. Sinara N. Souza
55 (51) 3210-9150
Rio de Janeiro - RJ
Rua Sete de Setembro, 99 - Subsolo
CEP 20050-005
Mr. Paulo Jorge M. Tranchez
55 (21) 2508-8086
Salvador - BA
Av. Estados Unidos, 50 - 2º andar - Edifício Sesquicentenário
CEP 40010-020
Mr. Watson P. Barreto
55 (71) 319-8010
São Paulo - SP
Rua XV de Novembro, 318 - Térreo
CEP 01013-001
Mr. Cláudio Haroldo de Souza
55 (11) 3188-5914