UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form CB

 

Amendment No. 18

 

Tender Offer/Rights Offering Notification Form

 

Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to file this Form:

 

Securities Act Rule 801 (Rights Offering)
Securities Act Rule 802 (Exchange Offer)
Exchange Act Rule 13e-4(h)(8) (Issuer Tender Offer)
Exchange Act Rule 14d-1(c) (Third Party Tender Offer)
Exchange Act Rule 14e-2(d) (Subject Company Response)

 

BRF S.A.

(Name of Subject Company)

 

Not Applicable

(Translation of Subject Company’s Name into English (if applicable))

 

Federative Republic of Brazil

(Jurisdiction of Subject Company’s Incorporation or Organization)

 

Marfrig Global Foods S.A.

(Name of Person(s) Furnishing Form)

 

Common Shares and American Depositary Shares,

representing common shares of BRF S.A.

(Title of Class of Subject Securities)

 

10552T107

(CUSIP Number of Class of Securities (if applicable))

 

BRF S.A.

Attn: Fabio Luis Mendes Mariano

Chief Financial and Investor Relations Officer

14401 Av. das Nações Unidas, 22nd Floor,

São Paulo, 04730 090, Brazil

+55 (11) 2322-5377

(Name, Address (including zip code) and Telephone Number (including area code) of

Person(s) Authorized to Receive Notices and Communications on Behalf of Subject Company)

 

N/A

(Date Tender Offer/Rights Offering Commenced)

 

 

 

 

 

 

PART I - INFORMATION SENT TO SECURITY HOLDERS

 

Item 1. Home Jurisdiction Documents

 

(a) The following document is attached hereto as an exhibit to this form:

 

Exhibit No.   Description
99.1*   Joint Material Fact (fato relevante) disseminated in Brazil by BRF S.A. (“BRF”) and Marfrig Global Foods S.A. (“Marfrig”) on May 15, 2025
99.2*   Plan of Merger for the merger of BRF shares into Marfrig and attachments made available to investors in Brazil by Marfrig and BRF on May 16, 2025
99.3*   Marfrig’s Management Proposal and Manual for Participation and attachments made available to investors in Brazil by Marfrig on May 16, 2025
99.4*   Remote Voting Bulletin of Marfrig made available to investors in Brazil by Marfrig on May 16, 2025
99.5*   BRF’s Management Proposal and Manual for Participation and attachments made available to investors in Brazil by BRF on May 16, 2025
99.6*   Remote Voting Bulletin of BRF made available to investors in Brazil by BRF on May 16, 2025
99.8*   Joint Material Fact (fato relevante) disseminated in Brazil by BRF and Marfrig on May 26, 2025
99.9*   Minutes of the meeting of the board of directors of Marfrig held on May 26, 2025
99.10*   Minutes of the meeting of the board of directors of BRF held on May 26, 2025
99.11*   Amended and restated Plan of Merger for the merger of BRF shares into Marfrig and attachments made available to investors in Brazil by Marfrig and BRF on May 26, 2025
99.12*   Amended Marfrig’s Management Proposal and Manual for Participation and attachments made available to investors in Brazil by Marfrig on May 26, 2025
99.13*   Amended and restated BRF’s Management Proposal and Manual for Participation and attachments made available to investors in Brazil by Marfrig on May 26, 2025
99.14*   Joint Material Fact (fato relevante) disseminated in Brazil by BRF and Marfrig on June 4, 2025
99.15*   Joint Material Fact (fato relevante) disseminated in Brazil by BRF and Marfrig on June 17, 2025
99.16*   Final Synthetic Voting Map of extraordinary general meeting of Marfrig
99.17*   Consolidated Synthetic Voting Map of extraordinary general meeting of BRF
99.18*   Material Fact (fato relevante) disseminated in Brazil by BRF on June 17, 2025
99.19*   Marfrig’s Minutes of the Extraordinary General Meeting opened and suspended on June 18, 2025
99.20*   Material Fact (fato relevante) disseminated in Brazil by Marfrig on June 18, 2025
99.21*   Final Detailed Voting Map of extraordinary general meeting of Marfrig
99.22*   Material Fact (fato relevante) disseminated in Brazil by Marfrig on June 23, 2025
99.23*   Second Amended to Marfrig’s Management Proposal and Manual for Participation and attachments made available to investors in Brazil by Marfrig on June 23, 2025
99.24*   Remote Voting Bulletin of Marfrig made available to investors in Brazil by Marfrig on June 23, 2025
99.25*   Call Notice for BRF’s Extraordinary General Shareholders’ Meeting made available to investors in Brazil by BRF on June 23, 2025
99.26*   Amended and Restated BRF’s Management Proposal and Manual for Participation and attachments made available to investors in Brazil by BRF on June 23, 2025
99.27*   Amended and Restated Remote Voting Bulletin of BRF made available to investors in Brazil by BRF on June 23, 2025

 

1

 

 

99.28*   Material Fact (fato relevante) disseminated in Brazil by Marfrig on July 11, 2025
99.29*   Material Fact (fato relevante) disseminated in Brazil by BRF on July 11, 2025
99.30*   Material Fact (fato relevante) disseminated in Brazil by Marfrig on July 15, 2025
99.31*   Third Amended to Marfrig’s Management Proposal and Manual for Participation and attachments made available to investors in Brazil by Marfrig on July 15, 2025
99.32*   Remote Voting Bulletin of Marfrig made available to investors in Brazil by Marfrig on July 15, 2025
99.33*   Minutes of the meeting of the board of directors of Marfrig held on July 14, 2025
99.34*   Call Notice for BRF’s Extraordinary General Shareholders’ Meeting made available to investors in Brazil by BRF on July 15, 2025
99.35*   Amended and Restated BRF’s Management Proposal and Manual for Participation and attachments made available to investors in Brazil by BRF on July 15, 2025
99.36*   Minutes of the meeting of the board of directors of BRF held on July 14, 2025
99.37*   Amended and Restated Remote Voting Ballot of BRF made available to investors in Brazil by BRF on July 15, 2025
99.38*   Consolidated Synthetic Voting Map of extraordinary general meeting of BRF made available to investors by BRF on August 2, 2025
99.39*   Consolidated synthetic voting map of extraordinary general meeting of Marfrig made available to investors by Marfrig on August 4, 2025
99.40*   Material Fact (fato relevante) disseminated in Brazil by BRF’s on August 5, 2025
99.41*   Joint Material Fact (fato relevante) disseminated in Brazil by BRF and Marfrig on August 5, 2025
99.42*   Notice to Marfrig’s shareholders of the beginning of the period for exercising the withdrawal rights made available to investors by Marfrig on August 5, 2025
99.43*   Notice to BRF’s shareholders of the beginning of the period for exercising the withdrawal rights made available to investors by BRF on August 5, 2025
99.44*   BRF’s Minutes of the Extraordinary General Meeting held on August 5, 2025
99.45*   Marfrig’s Minutes of the Extraordinary General Meeting held on August 5, 2025
99.46*   Final Synthetic Voting Map of the Extraordinary General Meeting of Marfrig held on August 5, 2025
99.47*   Final Synthetic Voting Map of the Extraordinary General Meeting of BRF held on August 5, 2025
99.48*   Final Detailed Voting Map of the Extraordinary General Meeting of BRF made available to investors by BRF on August 12, 2025
99.49*   Final Detailed Voting Map of the Extraordinary General Meeting of Marfrig made available to investors by Marfrig on August 12, 2025
99.50*   Notice to Marfrig’s shareholders made available to investors by Marfrig on August 29, 2025
99.51*   Notice to BRF’s shareholders made available to investors by BRF on August 29, 2025
99.52*   Joint Material Fact (fato relevante) disseminated in Brazil by BRF and Marfrig on September 5, 2025
99.53*   Joint Material Fact (fato relevante) disseminated in Brazil by BRF and Marfrig on September 8, 2025
99.54*   Minutes of the meeting of the board of directors of Marfrig held on September 8, 2025
99.55*   Notice to Marfrig’s shareholders made available to investors by Marfrig on September 8, 2025 (Distribution of Dividends)
99.56*   Notice to Marfrig’s shareholders made available to investors by Marfrig on September 8, 2025 (Result of the Exercise of the Right of Withdrawal)
99.57*   Minutes of the meeting of the board of directors of BRF held on September 8, 2025
99.58*   Notice to BRF’s shareholders made available to investors by BRF on September 8, 2025 (Result of the Exercise of the Right of Withdrawal)
99.59*   Notice to BRF’s shareholders made available to investors by BRF on September 8, 2025 (Distribution of Dividends and Interim Interest on Capital)
99.60*   Notice to BRF’s shareholders made available to investors by BRF on September 8, 2025 (Tax Treatment of Shareholders in the Context of the Merger)
99.61*   Notice to the Market disseminated in Brazil by BRF on September 18, 2025
99.62*   Minutes of the meeting of the board of directors of BRF held on September 18, 2025
99.63   Joint Material Fact (fato relevante) disseminated in Brazil by BRF and Marfrig on September 22, 2025
99.64   Minutes of the meeting of the board of directors of BRF held on September 22, 2025
99.65   Joint Material Fact (fato relevante) disseminated in Brazil by BRF and Marfrig on September 22, 2025
99.66   Minutes of the meeting of the board of directors of BRF held on September 22, 2025
99.67   Minutes of the meeting of the board of directors of Marfrig held on September 22, 2025
99.68   Minutes of the meeting of the board of directors of Marfrig held on September 22, 2025

 

* Previously furnished as exhibit to Form CB filed with the Securities and Exchange Commission.

 

(b) Not applicable.

 

Item 2. Informational Legends

 

Included in document attached hereto as Exhibit 99.1.

 

2

 

 

PART II – INFORMATION NOT REQUIRED TO BE SENT TO SECURITY HOLDERS

 

(1) The following document is attached hereto as an exhibit to this form:

 

Exhibit No.   Description
99.7*   Investors’ presentation made available to investors in Brazil by Marfrig and BRF on May 16, 2025

 

* Previously furnished as exhibit to Form CB filed with the Securities and Exchange Commission.

 

(2) Not Applicable.

 

(3) Not Applicable.

 

PART III - CONSENT TO SERVICE OF PROCESS

 

(1) Form F-X filed concurrently with the Securities and Exchange Commission on May 16, 2025.

 

(2) Not Applicable.

 

3

 

 

PART IV - SIGNATURES

 

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

  Marfrig Global Foods S.A.
     
Dated: September 23, 2025 By: /s/ Heraldo Geres
  Name:  Heraldo Geres
  Title: Chief Legal Officer
     
  By: /s/ Jose Ignacio Scoseria Rey
  Name: Jose Ignacio Scoseria Rey
  Title: Chief Financial Officer

 

4

 

Exhibit 99.63

 

This business combination involves the securities of a Brazilian company. The business combination is subject to disclosure requirements of Brazil that are different from those of the United States. Financial statements included in the document, if any, have been prepared in accordance with foreign accounting standards that may not be comparable to financial statements of United States companies.

 

It may be difficult for you to enforce your rights and any claim you may have arising under the U.S. federal securities laws, since the issuer is located in Brazil, and some or all of its officers and directors may be residents of Brazil. You may not be able to sue a Brazilian company or its officers or directors in a Brazilian court for violations of the U.S. securities laws. It may be difficult to compel a Brazilian company and its affiliates to subject themselves to a U.S. court’s judgment.

 

You should be aware that the issuer may purchase securities otherwise than under the exchange offer, such as in open market or privately negotiated purchases.

 

   
MARFRIG GLOBAL FOODS S.A.   BRF S.A.
Publicly Traded Company   Publicly Traded Company
CNPJ/MF No. 03.853.896/0001-40   CNPJ/MF No. 01.838.723/0001-27
     
NIRE 35.300.341.031   NIRE 42.300.034.240

 

JOINT MATERIAL FACT

 

MARFRIG GLOBAL FOODS S.A. (“Marfrig”) and BRF S.A. (“BRF” and, together with Marfrig, the “Companies”), in compliance with article 157, paragraph 4, of Law No. 6,404, of December 15, 1976 (“Brazilian Corporation Law”), and Resolution No. 44 of the Brazilian Securities and Exchange Commission, of August 23, 2021, in continuation of the joint material disclosed on May 15, May 26, August 5, September 5 and September 8, 2025, to inform its shareholders and the market in general, in the context of the merger of shares issued by BRF by Marfrig (“Merger of Shares”), approved at the Extraordinary General Meetings of the Companies held or closed on August 5, 2025, as the case may be (“Meetings”), pursuant to the “Plan of Merger of Shares Issued by BRF S.A. by Marfrig Global Foods S.A.”, entered into on May 15, 2025, as amended on May 26, 2025 (“Plan of Merger”), that, on this date, the boards of directors of the Companies held meetings, in which, among others, the following matters were resolved:

 

1. Closing of the Merger of Shares

 

The Boards of Directors of the Companies confirmed the satisfaction of all the Conditions Precedent, pursuant to the Plan of Merger, thus confirming the closing of the Merger of Shares on this date (“Closing Date”).

 

2. Increase in Marfrig’s Share Capital

 

As a result of the closing of the Merger of Shares, Marfrig’s Board of Directors confirmed the increase in the Company’s share capital, as approved at Marfrig’s general shareholders’ meeting held on August 5, 2025, and, by delegation of the general meeting, confirmed the issuance of 602,799,006 (six hundred and two million, seven hundred and ninety-nine thousand and six) shares of the Company to be delivered to BRF’s shareholders on the Closing Date (with the exception of Marfrig itself).

 

 

 

 

For each one (1) BRF common share held by shareholders, 0.8521 Marfrig common shares will be delivered at the end of today’s trading session (the “Closing Date”), pursuant to the Exchange Ratio (as defined in item 3.1 of the Plan of Merger).

 

BRF shareholders will have the corresponding new Marfrig shares credited tomorrow, September 23, 2025, to their respective accounts held at intermediary institutions.

 

Fractional Marfrig shares resulting from the Exchange Ratio will be grouped and sold on the spot market managed by B3 S.A. – Brasil, Bolsa, Balcão (“B3”), and the amounts earned in the auction, net of fees, will be made available to BRF’s shareholders on the Closing Date in proportion to their interest in each BRF common share sold.

 

Today was the last day of trading of BRF’s shares on B3.

 

Starting tomorrow, September 23, 2025, Marfrig’s shares will be traded on B3 under the ticker MBRF3.

 

The Companies shall keep their shareholders and the market informed of relevant updates related to the matters addressed in this Material Fact.

 

São Paulo, September 22, 2025.

 

MARFRIG GLOBAL FOODS S.A.   BRF S.A.
     
Tang David   Fábio Luis Mendes Mariano
Chief Administrative and Financial Officer   Chief Financial and Investor Relations
and Investor Relations Officer   Officer

 

2

 

 

IMPORTANT NOTICE

 

This communication is not an offering document and does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval.

 

Investors in American Depositary Shares (“ADSs”) of BRF and holders of common shares of BRF are urged to read the informational document regarding the merger between BRF and Marfrig because it will contain important information.

 

U.S. holders of common shares of BRF are urged to read any informational document or other materials prepared by BRF for common shareholders of BRF regarding the merger because they will contain important information. BRF expects to submit copies of these documents to the U.S. Securities and Exchange Commission (“SEC”) when they are available, and investors and security holders may obtain free copies of these documents and other documents filed by the Companies with the SEC at the SEC’s website at www.sec.gov.

 

A copy of any informational documents prepared for holders of ADRs or U.S. holders of common shares of BRF (when available) may also be obtained for free from Marfrig.

 

This communication contains forward-looking statements. These statements are statements that are not historical facts and are based on the current view and estimates of management of BRF and Marfrig of future economic circumstances, industry conditions, company performance and financial results. The words “anticipates,” “believes,” “estimates,” “expects,” “plans” and similar expressions, as they relate to the Companies, are intended to identify forward-looking statements.

 

Statements regarding the structure and timing of any merger between the Companies, business strategies, future synergies, future costs and future liquidity of the Companies, and pro forma results of operations and financial condition of the Companies are examples of forward-looking statements.

 

Such statements reflect the current views of management and are subject to a number of risks and uncertainties, including economic and market conditions in Brazil and globally, conditions in the industry of the Companies, any regulatory actions relating to the merger, the ability of the Companies to achieve projected synergies and the risk factors outlined by each of the Companies in their filings with the SEC and the Brazilian Securities Commission (CVM). There is no guarantee that the expected events, trends or results will actually occur.

 

Any changes in the assumptions and factors on which these forward-looking statements are based could cause actual results to differ materially from current expectations.

 

3

 

Exhibit 99.64

 

This business combination involves the securities of a Brazilian company. The business combination is subject to disclosure requirements of Brazil that are different from those of the United States. Financial statements included in the document, if any, have been prepared in accordance with foreign accounting standards that may not be comparable to financial statements of United States companies.

 

It may be difficult for you to enforce your rights and any claim you may have arising under the U.S. federal securities laws, since the issuer is located in Brazil, and some or all of its officers and directors may be residents of Brazil. You may not be able to sue a Brazilian company or its officers or directors in a Brazilian court for violations of the U.S. securities laws. It may be difficult to compel a Brazilian company and its affiliates to subject themselves to a U.S. court’s judgment.

 

You should be aware that the issuer may purchase securities otherwise than under the exchange offer, such as in open market or privately negotiated purchases.

 

BRF S.A.
Publicly Traded Company

CNPJ/MF No. 01.838.723/0001-27

NIRE 42.300.034.240

 

MINUTES OF THE BOARD OF DIRECTORS’ MEETING
HELD ON SEPTEMBER 22, 2025

 

1DATE, TIME AND PLACE: Held on September 22, 2025, at 2:00 p.m, at the office of BRF S.A. (“Company” or “BRF”), located at Avenida das Nações Unidas, nº 14.401, 25th floor, Chácara Santo Antônio, CEP 04794-000, City of São Paulo, State of São Paulo, and via videoconference.

 

2CALL AND ATTENDANCE: The call was waived due to the presence of all the members of the Company’s board of directors (“Board of Directors”), namely, Mr. Marcos Antonio Molina dos Santos, Ms. Marcia Aparecida Pascoal Marçal dos Santos, Mr. Sergio Agapito Lires Rial, Mr. Marcos Fernando Marçal dos Santos, Ms. Flávia Maria Bittencourt, Mr. Augusto Marques da Cruz Filho, Mr. Eduardo Augusto Rocha Pocetti, Mr. Pedro de Camargo Neto and Mr. Márcio Hamilton Ferreira.

 

3PRESIDING BOARD: President: Marcos Antonio Molina dos Santos; Secretary: Mr. Heraldo Geres.

 

4AGENDA: To discuss and resolve on: (i) the confirmation of the satisfaction of all the Conditions Precedent (as defined in the Plan of Merger) to the consummation of the merger of shares issued by the Company by Marfrig Global Foods S.A., pursuant to the ” Plan of Merger of Shares Issued by BRF S.A. by Marfrig Global Foods S.A.”, entered into between the Company and BRF, on May 15, 2025, as amended on May 26, 2025 (“Plan of Merger” and “Merger of Shares”, respectively), approved by the Company’s Extraordinary General Meeting held on August 5, 2025 (“Meeting”), with the subsequent declaration of the closing of the Merger of Shares on this date, pursuant to item 8.2 of the Protocol (“Closing” and “Closing Date”, respectively); and (ii) the authorization for the Company’s executive board to take all measures and perform all acts necessary for the consummation of the Merger of Shares, as well as to adopt any and all measures necessary for the implementation of the above matter.

 

5RESOLUTIONS: After analysis, examination and discussion of the matters on the agenda, the members of the Board of Directors, by unanimous vote and without any restrictions:

 

(i)approved the drafting of these minutes in summary form;

 

(ii)confirmed the satisfaction of all the Conditions Precedent for the consummation of the Merger of Shares, with the subsequent declaration of the date hereof as the Closing Date of the Merger of Shares;

 

(iii)authorized the Company’s Executive Board to take all measures and perform all acts necessary for the consummation of the Merger of Shares, as well as to adopt any and all measures necessary for the implementation of the above matter, having also ratified all acts previously performed within the limits of the resolutions taken at this meeting of the Board of Directors and for the purposes contained in the matters hereby approved.

 

6ADJOURNMENT: There being no further business to be discussed, the meeting was adjourned, and these minutes were drawn up, which were read, approved and signed by the board and by all members of the Board of Directors present.

 

São Paulo, September 22, 2025.

 

I certify that the text above is a true copy of the minutes drawn up in the Book of Minutes of
the Ordinary and Extraordinary Meetings of the Company’s Board of Directors.

 

/s/ Heraldo Gerês

Heraldo Gerês

Secretary

 

 

Exhibit 99.65

 

This business combination involves the securities of a Brazilian company. The business combination is subject to disclosure requirements of Brazil that are different from those of the United States. Financial statements included in the document, if any, have been prepared in accordance with foreign accounting standards that may not be comparable to financial statements of United States companies.

 

It may be difficult for you to enforce your rights and any claim you may have arising under the U.S. federal securities laws, since the issuer is located in Brazil, and some or all of its officers and directors may be residents of Brazil. You may not be able to sue a Brazilian company or its officers or directors in a Brazilian court for violations of the U.S. securities laws. It may be difficult to compel a Brazilian company and its affiliates to subject themselves to a U.S. court’s judgment.

 

You should be aware that the issuer may purchase securities otherwise than under the exchange offer, such as in open market or privately negotiated purchases.

 

   
MARFRIG GLOBAL FOODS S.A.   BRF S.A.
Companhia Aberta   Companhia Aberta
CNPJ/MF nº 03.853.896/0001-40   CNPJ/MF nº 01.838.723/0001-27
NIRE 35.300.341.031   NIRE 42.300.034.240

 

JOINT MATERIAL FACT

 

MARFRIG GLOBAL FOODS S.A. (“Marfrig”) and BRF S.A. (“BRF” and, together with Marfrig, the “Companies”), in compliance with article 157, paragraph 4, of Law No. 6,404, of December 15, 1976 (“Brazilian Corporation Law”), and Resolution No. 44 of the Brazilian Securities and Exchange Commission, of August 23, 2021, in continuation of the joint material disclosed on May 15, May 26, August 5, September 5, September 8 and September 22, 2025, to inform its shareholders and the market in general, in the context of the merger of shares issued by BRF by Marfrig (“Merger of Shares”), approved at the Extraordinary General Meetings of the Companies held or closed on August 5, 2025, as the case may be (“Meetings”), pursuant to the “Plan of Merger of Shares Issued by BRF S.A. by Marfrig Global Foods S.A.”, entered into on May 15, 2025, as amended on May 26, 2025 (“Plan of Merger”), which closing date occurred on this date, that the boards of directors of the Companies approved the new organizational structure, as described hereunder:

 

Miguel de Souza Gularte*** Global Chief Executive Officer
Artêmio Listoni** Industrial Operations and Logistics Vice-President
Fabio Duarte Stumpf** Agribusiness and Quality Vice-President
Fabio Luis Mendes Mariano** Halal Market Vice-President
Heraldo Geres*** Legal, Tax, Corporate Affairs and People Vice-President
Jose Ignacio Scoseria Rey*** Chief Financial, Investor Relations, Management and Technology Officer
Leonardo Campos Dallorto** International Market and Supply Vice-President
Manoel Reinaldo Manzano Martins Junior** Brazil Market and Marketing Vice-President
Rodrigo Marçal Filho* Executive Director of Origination and Agribusiness-Cattle

 

*Statutory Officer Marfrig; ** Statutory Officer BRF; *** Statutory Officer Marfrig and BRF

 

 

 

 

Mr. Rui Mendonça Júnior will leave the position of Marfrig’s Chief Executive Officer and will start to serve as a consultant for the Companies.

 

Mr. Tang David will leave the position of Marfrig’s Chief Administrative and Financial Officer and Investor Relations Officer and will be appointed to occupy a position in the Board of Directors.

 

Mr. Marcel Sacco, Mr. Bruno Machado Ferla and Mr. Igor Marti will leave the Companies. We thank them for the commitment and dedication and wish them success in their new challenges.

 

The Companies shall keep their shareholders and the market informed of relevant updates related to the matters addressed in this Material Fact.

 

São Paulo, September 22, 2025.

 

Jose Ignacio Scoseria Rey

Chief Financial, Investor Relations,
Management and Technology Officer

 

2

 

 

IMPORTANT NOTICE

 

This communication is not an offering document and does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval.

 

Investors in American Depositary Shares (“ADSs”) of BRF and holders of common shares of BRF are urged to read the informational document regarding the merger between BRF and Marfrig because it will contain important information.

 

U.S. holders of common shares of BRF are urged to read any informational document or other materials prepared by BRF for common shareholders of BRF regarding the merger because they will contain important information. BRF expects to submit copies of these documents to the U.S. Securities and Exchange Commission (“SEC”) when they are available, and investors and security holders may obtain free copies of these documents and other documents filed by the Companies with the SEC at the SEC’s website at www.sec.gov.

 

A copy of any informational documents prepared for holders of ADRs or U.S. holders of common shares of BRF (when available) may also be obtained for free from Marfrig.

 

This communication contains forward-looking statements. These statements are statements that are not historical facts and are based on the current view and estimates of management of BRF and Marfrig of future economic circumstances, industry conditions, company performance and financial results. The words “anticipates,” “believes,” “estimates,” “expects,” “plans” and similar expressions, as they relate to the Companies, are intended to identify forward-looking statements.

 

Statements regarding the structure and timing of any merger between the Companies, business strategies, future synergies, future costs and future liquidity of the Companies, and pro forma results of operations and financial condition of the Companies are examples of forward-looking statements.

 

Such statements reflect the current views of management and are subject to a number of risks and uncertainties, including economic and market conditions in Brazil and globally, conditions in the industry of the Companies, any regulatory actions relating to the merger, the ability of the Companies to achieve projected synergies and the risk factors outlined by each of the Companies in their filings with the SEC and the Brazilian Securities Commission (CVM). There is no guarantee that the expected events, trends or results will actually occur.

 

Any changes in the assumptions and factors on which these forward-looking statements are based could cause actual results to differ materially from current expectations.

 

3

Exhibit 99.66

 

This business combination involves the securities of a Brazilian company. The business combination is subject to disclosure requirements of Brazil that are different from those of the United States. Financial statements included in the document, if any, have been prepared in accordance with foreign accounting standards that may not be comparable to financial statements of United States companies.

 

It may be difficult for you to enforce your rights and any claim you may have arising under the U.S. federal securities laws, since the issuer is located in Brazil, and some or all of its officers and directors may be residents of Brazil. You may not be able to sue a Brazilian company or its officers or directors in a Brazilian court for violations of the U.S. securities laws. It may be difficult to compel a Brazilian company and its affiliates to subject themselves to a U.S. court’s judgment.

 

You should be aware that the issuer may purchase securities otherwise than under the exchange offer, such as in open market or privately negotiated purchases.

 

BRF S.A.
Publicly Traded Company

CNPJ/MF No. 01.838.723/0001-27

NIRE 42.300.034.240

 

MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS
HELD ON SEPTEMBER 22, 2025

 

1DATE, TIME AND PLACE: Held on September 22, 2025, at 7:00 pm, at the office of BRF S.A. (“Company” or “BRF”), located at Avenida das Nações Unidas, nº 14.401, 25th floor, Chácara Santo Antônio, CEP 04794-000, City of São Paulo, State of São Paulo, and by videoconference.

 

2CALL AND ATTENDANCE: The summons was dismissed due to the presence of the totality of the members of the Company’s Board of Directors (“Board of Directors”), namely, Mr. Marcos Antonio Molina dos Santos, Ms. Marcia Aparecida Pascoal Marçal dos Santos, Mr. Sergio Agapito Lires Rial, Mr. Marcos Fernando Marçal dos Santos, Ms. Flávia Maria Bittencourt, Mr. Augusto Marques da Cruz Filho, Mr. Eduardo Augusto Rocha Pocetti, Mr. Pedro de Camargo Neto and Mr. Márcio Hamilton Ferreira.

 

3PRESIDING BOARD: Chairman: Mr. Marcos Antonio Molina dos Santos; Secretary: Mr. Heraldo Geres.

 

4AGENDA: Discuss and deliberate on: (i) the definition of the new structure and composition of the Company’s Board of Officers, in view of the closing of the merger of shares issued by BRF by Marfrig Global Foods S.A., pursuant to the  "Plan of Merger of Shares Issued by BRF S.A. by Marfrig Global Foods S.A.", entered into on May 15, 2025, as amended on May 26, 2025 ("Plan of Merger" and “Merger of Shares”, respectively), approved at the Extraordinary General Meeting of the Company held on August 5, 2025 ("Meeting").

 

5RESOLUTIONS: After examining and debating the matter of the Agenda, the members of the Board of Directors, by unanimous vote and without any reservations:

 

(i)Approved the drafting of these minutes int the form of summary;

 

 

 

(ii)Approved the new structure and composition of the Company’s Board of Officers, in view of the closing of the Merger of Shares, which occurred in the present date, with the election of the Executive Officers nominated below, all of them to complete the current term of two (2) years, which will end on May 6, 2026:

 

(a)Miguel de Souza Gularte, Brazilian citizen, married, veterinarian, bearer of the Identity Card RG No. 2020494148 SSP/RS, registered with the CPF under No. 678.741.266-53, with domicile, including for the purposes of the provisions of paragraph 2 of Article 149 of Law No. 6,404/76, in the city of São Paulo, State of São Paulo, Avenida das Nações Unidas, nº 14.401, 25º floor, Chácara Santo Antônio, CEP 04794-000, for the position of Global Chief Executive Officer;

 

(b)Artemio Listoni, Brazilian citizen, divorced, agricultural technician, bearer of identity card RG No. 39.567.331-8 SSP/SP, registered with the CPF under No. 425.408.959-72, with domicile, including for the purposes of the provisions of paragraph 2 of Article 149 of Law No. 6,404/76, in the city of São Paulo, State of São Paulo, Avenida das Nações Unidas, nº 14.401, 25th floor, Chácara Santo Antônio, CEP 04794-000, for the position of Industrial Operations and Logistics Vice President;

 

(c)Fabio Duarte Stumpf, Brazilian citizen, married, bachelor's degree in veterinary medicine, holder of the identity card RG No. 6053420556 – SSP/RS and registered with the CPF under No. 987.624.780-87, with domicile, including for the purposes of the provisions of §2 of Article 149 of Law No. 6,404/76, in the city of São Paulo, State of São Paulo, Avenida das Nações Unidas, nº 14.401, 25th floor, Chácara Santo Antônio, CEP 04794-000, for the position of Agribusiness and Quality Vice-President;

 

(d)Fabio Luis Mendes Mariano, Brazilian citizen, married, business administrator, holder of identity card RG No. 22.389.009 SSP/SP, registered with the CPF under No. 293.160.42836, with domicile, including for the purposes of the provisions of paragraph 2 of Article 149 of Law No. 6,404/76, in the city of São Paulo, State of São Paulo, Avenida das Nações Unidas, nº 14.401, 25th floor, Chácara Santo Antônio, CEP 04794-000, for the position of Halal Market Vice President;

 

(e)Heraldo Geres, Brazilian citizen, married, lawyer, holder of the OAB/SP under No. 126.801, registered with the CPF under No. 119.691.688-89, domiciled, including for the purposes of paragraph 2 of Article 149 of Law no. 6,404/76, in the city of São Paulo, State of São Paulo, at Avenida das Nações Unidas, No. 14.401, 25th floor, Chacara Santo Antônio, CEP 04794-000, for the position of Legal, Tax, Corporate Affairs and People Vice-President;

 

(f)Jose Ignacio Scoseria Rey, Uruguayan citizen, married, accountant, holder of identity card RNE nº V950563-M and registered with the CPF under No. 236.525.848-48, with domicile, including for the purposes of the provisions of paragraph 2 of Article 149 of Law No. 6,404/76, in the city of São Paulo, State of São Paulo, Avenida das Nações Unidas, nº 14.401, 25th floor, Chácara Santo Antônio, CEP 04794-000, for the position of Chief Financial, Investor Relations, Management and Technology Officer;

 

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(g)Leonardo Campo Dallorto, Brazilian citizen, married, mechanical engineer, holder of identity card RG No. 1.161.217 SESP/ES, registered with the CPF under No. 034.845.35741, with domicile, including for the purposes of the provisions of paragraph 2 of Article 149 of Law No. 6.404/76, in the city of São Paulo, State of São Paulo, Avenida das Nações Unidas, nº 14.401, 25th floor, Chácara Santo Antônio, CEP 04794-000, for the position of International Market and Supply Vice-President; and

 

(h)Manoel Reinaldo Manzano Martins Junior, Brazilian citizen, married, business administrator, holder of identity card RG No. 22557908 – SSP/SP and registered with the CPF under No. 258.430.828-22, with domicile, including for the purposes of the provisions of paragraph 2 of Article 149 of Law No. 6,404/76, in the city of São Paulo, State of São Paulo, Avenida das Nações Unidas, nº 14.401, 25th floor, Chácara Santo Antônio, CEP 04794-000, for the position of Brazil Market and Marketing Vice-President.

 

The Officers hereby elected will take office upon execution of the respective term of investiture, and shall declare, under the penalties of the law, to not be impeded by special law, or convicted of crimes of bankruptcy, prevarication, bribery, fraud, embezzlement or crimes against public welfare, public faith or property, or convicted of criminal sentence that prevents, temporarily or otherwise, the access to public office, in accordance to article 147, first paragraph of Law no. 6,404/1976 and CVM Resolution No. 80, of March 29, 202 

 

  (iii) Approved the dismissal of the Executive Officer Marcel Sacco from the position of Vice President of Marketing and New Business, which he occupied at the Company’s Board of Officers until the present date, as well as registered the gratitude to the referred Executive Officer for his commitment and dedication to the Company in the previous years.

 

6CLOSURE: There being no other matters to be discussed, the meeting was closed, during which time the present minutes were drawn up, having been read, found correct, approved and signed by the members of the Presiding Board and by all the members of the Board of Directors who were present.

 

I certify that the text above is a true copy of the minutes drawn up in the Book of Minutes of the Ordinary and Extraordinary Meetings of the Company's Board of Directors.

 

  /s/ Heraldo Gerês  
  Heraldo Gerês  
  Secretary  

 

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Exhibit 99.67 

 

This business combination involves the securities of a Brazilian company. The business combination is subject to disclosure requirements of Brazil that are different from those of the United States. Financial statements included in the document, if any, have been prepared in accordance with foreign accounting standards that may not be comparable to financial statements of United States companies.

 

It may be difficult for you to enforce your rights and any claim you may have arising under the U.S. federal securities laws, since the issuer is located in Brazil, and some or all of its officers and directors may be residents of Brazil. You may not be able to sue a Brazilian company or its officers or directors in a Brazilian court for violations of the U.S. securities laws. It may be difficult to compel a Brazilian company and its affiliates to subject themselves to a U.S. court’s judgment.

 

You should be aware that the issuer may purchase securities otherwise than under the exchange offer, such as in open market or privately negotiated purchases.

 

MARFRIG GLOBAL FOODS S.A.
Publicly-Held Company
CNPJ/MF 03.853.896/0001-40
NIRE 35.300.341.031

 

MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS
HELD ON SEPTEMBER 22, 2025

 

Date, Time, and Place: On September 22, 2025, at 5:30 p.m., at the registered office of Marfrig Global Foods S.A. (“Company”), located at Avenida Queiroz Filho, No. 1,560, Block 5, Sabiá Tower, 3rd Floor, Room 301, Vila Hamburguesa, ZIP Code: 05319-000, in the City of São Paulo, State of São Paulo.

 

Call Notice and Attendance: The call for the meeting was waived, considering the attendance, via conference call, of all the Company’s Board Members, namely Messrs. Marcos Antonio Molina dos Santos – Chairman of the Board of Directors, Alain Emile Henry Martinet, Antonio dos Santos Maciel Neto, Herculano Aníbal Alves, Marcia Aparecida Pascoal Marçal dos Santos, Roberto Silva Waack, and Rodrigo Marçal Filho.

 

Board: Chairman: Mr. Marcos Antonio Molina dos Santos; Secretary: Mr. Ricardo Araujo Rocha.

 

Agenda: To deliberate on 1) the resignations of Messrs. Rui Mendonça Junior and Tang David and the election of the Company’s Statutory Board of Officers.

 

Resolutions: The meeting having commenced, the members of the Company’s Board of Directors:

 

(i) Acknowledged the receipt of the resignation request from Mr. Rui Mendonça Junior, Brazilian, married, engineer, holder of Identity Card RG No. 900.862.194-9 SSP/RS, registered under CPF/MF No. 207.399.070-34, from the position of Chief Executive Officer, and the resignation request from Mr. Tang David, Brazilian, married, business administrator, registered under CPF/MF No. 213.882.168-41, holder of Identity Card RG No. 10.623.534-5 SSP/SP, from the positions of Chief Financial and Administrative Officer and Investor Relations Officer, both with an address in the City of São Paulo, State of São Paulo, at Avenida Queiroz Filho, No. 1,560, Block 5, Sabiá Tower, 3rd Floor, Vila Hamburguesa, ZIP Code 05319-000, as per resignation letters filed at the Company’s headquarters;

 

(ii) Expressed their gratitude to Messrs. Rui Mendonça Junior and Tang David for the significant services rendered to the Company.

 

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MARFRIG GLOBAL FOODS S.A.

Board of Directors – 2025.09.22 – Resignation of Directors and Election of the Statutory Board

 

 

(iii) In light of the aforementioned resignations, the members of the Board of Directors, immediately thereafter and by unanimous vote of those present, resolved to reelect the following individuals to compose the Company’s Statutory Board of Officers:

 

a) Mr. Miguel de Souza Gularte, Brazilian, widower, veterinarian, registered under CPF/MF No. 270.209.240-34 and holder of Identity Card RG No. 2020494148 SSP/RS, with an address at Avenida Queiroz Filho, No. 1,560, Block 5, Sabiá Tower, 3rd Floor, Vila Hamburguesa, City of São Paulo, ZIP Code 05319-000 – Chief Executive Officer;

 

b) Mr. José Ignacio Scoseria Rey, Uruguayan, married, public accountant, registered under CPF/MF No. 236.525.848-48 and holder of Foreigner National Registry – RNE No. V950563-M, with a business address in the City of São Paulo, State of São Paulo, at Avenida Queiroz Filho, No. 1,560, Block 5, Sabiá Tower, 3rd Floor, Vila Hamburguesa, ZIP Code 05319-000 – Chief Financial and Administrative Officer and Investor Relations Officer;

 

c) Mr. Rodrigo Marçal Filho, Brazilian, married, entrepreneur, registered under CPF/MF No. 184.346.398-90, holder of Identity Card RG No. 28.432.094-8 SSP/SP, with a business address in the City of São Paulo, State of São Paulo, at Avenida Queiroz Filho, No. 1,560, Block 5, Sabiá Tower, 3rd Floor, Vila Hamburguesa, ZIP Code 05319-000 – Officer without specific designation.

 

d) Dr. Heraldo Geres, Brazilian, married, lawyer, holder of OAB/SP No. 126.801, registered under CPF/MF No. 119.691.688-89, with a business address in the City of São Paulo, State of São Paulo, at Avenida Queiroz Filho, No. 1,560, Block 5, Sabiá Tower, 3rd Floor, Vila Hamburguesa, ZIP Code 05319-000 – Chief Legal Officer.

 

The members of the Board of Directors resolved that the reelected Officers: (i) shall have a term of office of three (3) years, starting from this date, ending on September 22, 2028; (ii) shall remain in their positions until the investiture of newly elected members, pursuant to Article 150, Paragraph 4 of Law No. 6,404, dated December 15, 1976 (“Brazilian Corporations Law”). The aforementioned officers were duly appointed to their positions upon signing the respective terms of investiture filed at the Company’s headquarters, having declared, under the penalties of law, that they are not barred by special law, nor convicted of bankruptcy crimes, malfeasance, bribery, extortion, embezzlement, crimes against the public economy, public trust, or property, or subject to criminal penalties that temporarily prohibit access to public office, as provided in Paragraph 1 of Article 147 of Law No. 6,404 of 1976 and Resolution No. 80 of the Brazilian Securities and Exchange Commission, dated March 29, 2022.

 

Closure: There being no further matters to discuss, these minutes were drawn up, read, approved, and signed by all the Board Members presente.

 

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MARFRIG GLOBAL FOODS S.A.

Board of Directors – 2025.09.22 – Resignation of Directors and Election of the Statutory Board

 

 

Signatures: Board: Chairman: Marcos Antonio Molina dos Santos; Secretary: Mr. Ricardo Araujo Rocha. Members of the Board of Directors: Marcos Antonio Molina dos Santos – Chairman of the Board of Directors, Alain Emile Henry Martinet, Antonio dos Santos Maciel Neto, Herculano Aníbal Alves, Marcia Aparecida Pascoal Marçal dos Santos, Roberto Silva Waack, and Rodrigo Marçal Filho.

 

I certify that this is a true copy of the minutes recorded in the appropriate book.

 

São Paulo, September 22, 2025.

 

Ricardo Araujo Rocha

 

Secretary

 

 

 

 

 

 

 

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MARFRIG GLOBAL FOODS S.A.

Board of Directors – 2025.09.22 – Resignation of Directors and Election of the Statutory Board

Exhibit 99.68

 

This business combination involves the securities of a Brazilian company. The business combination is subject to disclosure requirements of Brazil that are different from those of the United States. Financial statements included in the document, if any, have been prepared in accordance with foreign accounting standards that may not be comparable to financial statements of United States companies.

 

It may be difficult for you to enforce your rights and any claim you may have arising under the U.S. federal securities laws, since the issuer is located in Brazil, and some or all of its officers and directors may be residents of Brazil. You may not be able to sue a Brazilian company or its officers or directors in a Brazilian court for violations of the U.S. securities laws. It may be difficult to compel a Brazilian company and its affiliates to subject themselves to a U.S. court’s judgment.

 

You should be aware that the issuer may purchase securities otherwise than under the exchange offer, such as in open market or privately negotiated purchases.

 

MARFRIG GLOBAL FOODS S.A.
Publicly Traded Company
CNPJ/MF No. 03.853.896/0001-40
NIRE 35.300.341.031

 

MINUTES OF THE BOARD OF DIRECTORS MEETING
HELD ON SEPTEMBER 22, 2025

 

1DATE, TIME AND PLACE: Held on September 22, 2025, at 5 p.m., at the headquarters of Marfrig Global Foods S.A. (“Company” or “Marfrig”), located in the city of São Paulo, State of São Paulo, at Avenida Queiroz Filho, No. 1,560, block 5, room 301, Vila Hamburguesa, Zip Code 05319-000, via videoconference.

 

2NOTICE AND ATTENDANCE: The notice was waived due to the presence of all members of the Company’s board of directors (“Board of Directors”), namely, Mr. Marcos Antonio Molina dos Santos, Mr. Alain Emile Henry Martinet, Mr. Antonio dos Santos Maciel Neto, Mr. Herculano Aníbal Alves, Ms. Marcia Aparecida Pascoal Marçal dos Santos, Mr. Roberto Silva Waack, and Mr. Rodrigo Marçal Filho.

 

3BOARD: Chairman: Marcos Antonio Molina dos Santos; Secretary: Ricardo Araujo Rocha.

 

 

 

 

4AGENDA: Discuss and deliberate on: (i) confirmation of verification of all Conditions (as defined in the Plan of Merger) for completion of the merger of shares issued by BRF S.A. (“BRF”) by the Company, pursuant to the “Plan of Merger of Shares Issued by BRF S.A. by Marfrig Global Foods S.A.”, entered into on May 15, 2025, as amended on May 26, 2025 (“Plan of Merger” and “Merger of Shares”, respectively), approved by the Company’s Extraordinary General Meeting, which began and was suspended on June 18, 2025, and resumed and concluded on August 5, 2025 (“Meeting”), with the subsequent declaration of the closing of the Merger of Shares on that date, pursuant to item 8.2 of the Plan of Merger (“Closing” and “Closing Date,” respectively); (ii) confirmation of the Company’s capital increase, as approved at the Meeting and, by delegation thereof, confirmation of the issuance of 602,799,006 (six hundred and two million, seven hundred and ninety-nine thousand and six) new common shares, registered and without par value, in all respects equal to those already issued to date (“New Shares”), for the purpose of delivery to BRF shareholders after the Closing Date, subject to the Substitution Ratio (as defined in item 3.1 of the Plan of Merger); (iii) ratification of the issue price of the New Shares of BRL 24.08 (twenty-four reais and eight cents), to be subscribed by BRF’s officers on behalf of and for the account of BRF’s shareholders on the Closing Date; (iv) confirmation that, due to the issuance and subscription of the New Shares, the Merger of Shares will result in an increase in the Company’s net equity in the amount of BRL 14,516,413,120.80 (fourteen billion, five hundred and sixteen million, four hundred and thirteen thousand, one hundred and twenty reais and eighty cents), it being certain that (a) the amount of BRL 4,977,203,352.18 (four billion, nine hundred and seventy-seven million, two hundred and three thousand, three hundred and fifty-two reais and eighteen cents) will be allocated to the capital stock account; and (b) the amount of BRL 9,539,209,768.62 (nine billion, five hundred and thirty-nine million, two hundred and nine thousand, seven hundred and sixty-eight reais and sixty-two cents) will be allocated to the capital reserve account; (v) due to (a) the cancellation of the Company’s common shares held in treasury, as resolved at the Board of Directors’ meeting held on September 8, 2025, and (b) the issuance of the New Shares and the increase in the Company’s capital stock, as previously resolved, confirmation that the Company’s capital stock will now be BRL15,468,781,313.18 (fifteen billion, four hundred and sixty-eight million, seven hundred and eighty-one thousand, three hundred and thirteen reais and eighteen cents), divided into 1,437,644,362 (one billion, four hundred and thirty-seven million, six hundred and forty-four thousand, three hundred and sixty-two) registered, book-entry common shares with no par value (“Capital Increase”); (vi) the consignment of the new wording of Article 5, caput, of the Company's Bylaws as a result of the Capital Increase, subject to approval by the general meeting; (vii) authorization for the Company’s management to take all measures and perform all acts necessary to complete the Merger of Shares, including the grouping of fractions of common shares issued by the Company resulting from the Merger of Shares into whole numbers and their sale on the spot market administered by B3, under the terms of the Plan of Merger, so that the amounts earned on said sale are made available, net of fees, to BRF shareholders on the Closing Date, in proportion to their participation in each share sold, as well as to adopt any and all measures necessary to implement the matters approved at this meeting.

 

Marfrig Board Meeting Minutes – Closing of BRF Share Consolidation – 9/22/2025

 

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5RESOLUTIONS: As a preliminary matter, the members of the Board of Directors approved the drafting of these minutes in summary form. After analyzing, examining, and discussing the items on the agenda, the members of the Board of Directors, by unanimous vote and without any restrictions:

 

(i)confirmed the verification of all Conditions for the completion of the Merger of Shares issued by BRF, with the subsequent declaration of this date as the Closing Date of the Merger of Shares;

 

(ii)confirmed the Company’s capital increase, as approved at the Meeting, and, by delegation thereof, confirmed the issuance of 602,799,006 (six hundred and two million, seven hundred and ninety-nine thousand and six) New Shares, for the purpose of delivery to BRF shareholders in accordance with their shareholdings on the Closing Date;

 

(iii)ratified the issue price of the New Shares of BRL 24.08 (twenty-four reais and eight cents) to be subscribed by BRF’s officers on behalf of and for the account of BRF’s shareholders on the Closing Date;

 

(iv)confirmed that, due to the issuance and subscription of the New Shares, the Merger of Shares will result in an increase in the Company’s shareholders’ equity in the amount of BRL 14,516,413,120.80 (fourteen billion, five hundred and sixteen million, four hundred and thirteen thousand, one hundred and twenty reais and eighty cents), it being understood that:

 

(a)the amount of BRL 4,977,203,352.18 (four billion, nine hundred and seventy-seven million, two hundred and three thousand, three hundred and fifty-two reais and eighteen cents) will be allocated to the capital stock account; and

 

(b)the amount of BRL 9,539,209,768.62 (nine billion, five hundred and thirty-nine million, two hundred and nine thousand, seven hundred and sixty-eight reais and sixty-two cents) will be allocated to the capital reserve account;

 

(v)confirmed that due to (a) the cancellation of the Company’s common shares held in treasury, as resolved at the Board of Directors’ meeting held on September 8, 2025, and (b) the issuance of the New Shares and the Capital Increase, the Company’s share capital will be BRL 15,468,781,313.18 (fifteen billion, four hundred and sixty-eight million, seven hundred and eighty-one thousand, three hundred and thirteen reais and eighteen cents), divided into 1,437,644,362 (one billion, four hundred and thirty-seven million, six hundred and forty-four thousand, three hundred and sixty-two) common, registered, book-entry shares with no par value;

 

Marfrig Board Meeting Minutes – Closing of BRF Share Consolidation – 9/22/2025

 

3

 

 

(vi)to record that, due to the previous resolution, Article 5, caput, of the Company’s Bylaws will come into force, subject to approval by the Company’s general meeting, with the following new wording:

 

Article 5. The Company's capital stock, fully subscribed and paid up, is BRL 15,468,781,313.18 (fifteen billion, four hundred and sixty-eight million, seven hundred and eighty-one thousand, three hundred and thirteen reais and eighteen cents), divided into 1,437,644,362 (one billion, four hundred and thirty-seven million, six hundred and forty-four thousand, three hundred and sixty-two) common shares, all registered, book-entry and without par value.”

 

The Company’s management will submit to the general meeting, in due course, an amendment to Article 5 of the Company’s Bylaws to reflect the above resolution.

 

  (vii) authorize the Company’s executive board to take all measures and perform all acts necessary to consummate the Merger of Shares, including the grouping of fractions of common shares issued by the Company resulting from the Merger of Shares into whole numbers and their sale on the spot market administered by B3, under the terms of the Plan of Merger, so that the amounts earned on said sale are made available, net of fees, to BRF shareholders on the Closing Date, in proportion to their participation in each share sold, as well as to adopt any and all measures necessary to implement the matters approved at this meeting, while the members of the Board of Directors ratified all acts previously performed by the Company’s management in accordance with the resolutions of this meeting.

 

6CLOSING: With no further business to discuss, the meeting was adjourned, and these minutes were drawn up, read, approved, and signed by the board and all members of the Board of Directors present.

 

São Paulo, September 22, 2025.

 

Presiding Officers:    
     
     
Marcos Antonio Molina dos Santos   Ricardo Araujo Rocha
Chairman   Secretary

 

Marfrig Board Meeting Minutes – Closing of BRF Share Consolidation – 9/22/2025

 

4

 

 

Members:

 

  Marcia Aparecida Pascoal Marçal dos Santos
    Director
Marcos Antonio Molina dos Santos    
President    
     
     
Rodrigo Marçal Filho   Alain Emile Henri Martinet
Director   Director
     
     
Antonio dos Santos Maciel Neto   Herculano Anibal Alves
Independent Director   Independent Director
     
     
Roberto Silva Waack    
Independent Director    
     

 

Marfrig Board Meeting Minutes – Closing of BRF Share Consolidation – 9/22/2025

 

5