JBS S.A. Corporate Taxpayer's ID (CNPJ/ME): 02.916.265
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JBS S.A. Corporate Taxpayer’s ID (CNPJ/ME): 02.916.265/0001-60 Company Registry (NIRE): 35.300.330.587 MANAGEMENT’S PROPOSAL FOR THE ANNUAL AND EXTRAORDINARY SHAREHOLDERS’ MEETING TO BE HELD ON APRIL 28, 2021 Dear Shareholders, The Management of JBS S.A., a corporation headquartered at Av. Marginal Direita do Tietê, n.° 500, Bloco I, CEP 05118-100, in the city and state of São Paulo, enrolled in the register of corporate taxpayers (CNPJ/ME) under number 02.916.265/0001-60, registered with the Brazilian Securities and Exchange Commission (“CVM”) as a category “A” publicly held company with its shares traded on the Novo Mercado segment of B3 S.A. – Brasil, Bolsa, Balcão (“B3”) under the ticker “JBSS3” (“Company” or “JBS”) pursuant to Law 6404, of December 15, 1976, as amended (“Brazilian Corporation Law”) and CVM Instruction 481, of June 17, 2009, as amended (“CVMI 481”), hereby submits the Management’s Proposal (“Proposal” or “Management’s Proposal”) with its recommendations on the matters included in the Annual and Extraordinary Shareholders’ Meeting’s agenda convened for April, 28, 2021 at the Auditorium in Block 2, ground floor, at the Company’s headquarters (“AESM”). At the Annual Shareholders’ Meeting: 1. To resolve on the financial statements and management accounts for the fiscal year ended December 31, 2020. The Company’s the financial statements for the fiscal year ended December 31, 2020, as disclosed on March 24, 2021 on the CVM and B3 websites, through the IPE Module of the Empresas.NET system, and published in the Official Gazette of the State of São Paulo and in the newspaper Valor Econômico on March 26, 2021 (“Financial Statements”), were approved by the Company’s Board of Directors at a meeting held on March 24, 2021, under the terms of article 19, VI of its Bylaws. JBS’ Fiscal Council reviewed the Financial Statements and issued an opinion on March 23, 2021, indicating that the Financial Statements are fit to be disclosed by the Company. In addition, the Company’s Statutory Audit Committee, in a meeting held on March 23, 2021, recommended that the Financial Statements be forwarded for evaluation by the Company’s Board of Directors. Management’s comments on the Company’s financial situation, referring to the fiscal year ended on December 31, 2020 are in Exhibit I of this Proposal. Grant Thorton Auditores Independentes, headquartered at Av. Engenheiro Luis Carlos Berrini, 105, 12th floor, CEP 04571-900, in the city and state of São Paulo (“Grant Thorton”) issued an opinion in favor of the approval of the Financial Statements. In compliance with the provisions above and the documents and information made available, management proposes to the General Meeting the full approval of the Financial Statements and the management accounts for the fiscal year ended on December 31, 2020, without reservations. 2. To resolve on the allocation of net income for the fiscal year ended December 31, 2020 and the distribution of dividends. Management proposes to shareholders the approval of the allocation of net income for the fiscal year ended on December 31, 2020 indicated in the Financial Statements, as detailed in Exhibit II of this Proposal, prepared in accordance with Exhibit 9-1-II of ICVM 481. Accordingly, management proposes the distribution to shareholders of (i) mandatory minimum dividends in the amount of R$1,092,098,920.27 (one billion, ninety-two million, ninety-eight thousand, nine hundred and twenty reais and twenty-seven cents) and (ii) additional dividends in the amount of R$1,419,036,849.73 (one billion, four hundred and nineteen million, thirty-six thousand, eight hundred and forty-nine reais and seventy-three cents), making up a total global dividend in the amount of R$2,511,135,770.00 (two billion, five hundred and eleven million, one hundred and thirty-five thousand, seven hundred and seventy reais), equivalent to R$ 1.00 (one real) per common share issued by the Company, except shares kept in treasury, according to the shareholding base of March 15, 2021, and this amount may undergo adjustments due to the movement of shares kept in treasury. In addition, management also proposes: (i) the allocation of 5.00% (five percent) of net income, equivalent to R$229,915,562.16 (two hundred and twenty-nine million, nine hundred and fifteen thousand, five hundred and sixty-two reais and sixteen cents), for the legal reserve; and (ii) the allocation of profits that remain after legal and statutory deductions, in the amount of R$1,862,210,477.59 (one billion, eight hundred and sixty-two million, two hundred and ten thousand, four hundred and seventy-seven reais and fifty-nine cents), to make up a statutory investment reserve, and this reserve may not exceed the capital stock, as provided for in article 37(e) of the Company’s Bylaws. 3. To resolve on the number of members who will make up the Company’s Board of Directors for the next term of office. In compliance with the provisions of article 16 of JBS’ Bylaws, the Company’s management proposes the approval of 9 (nine) seats on the Board of Directors, with a unified mandate of 2 (two) years, until the annual shareholders’ meeting that examines, discusses, and votes on the management accounts and financial statements for the fiscal year ended December 31, 2022. 2 4. To elect the sitting members of the Company’s Board of Directors. In compliance with the Brazilian Corporate Law and CVM Instructions no. 165/1991 and 282/1998, the minimum percentage of participation in the voting capital necessary to request the adoption of the multiple voting system for the election of the Board of Directors is 5.00% (five percent) of the capital stock entitled to vote. As determined by article 141, paragraph 1, of the Brazilian Corporate Law, the request for the multiple voting process must be sent to the Company, up to 48 (forty-eight) hours in advance from the AESM. Once the multiple voting process has been adopted, votes cast by shareholders who, via the remote voting form, have chosen to “abstain” in the item of previous distribution of votes for the candidates informed in the form, will be considered as abstention in the respective vote resolution of the meeting, so that the votes of such shareholders will not be counted in the resolution quorum and, therefore, these shareholders will not participate in the election of the members of the board of directors. JBS’ management appointed the following candidates to form the Board of Directors: Jeremiah Alphonsus O’Callaghan José Batista Sobrinho Wesley Mendonça Batista Filho Aguinaldo Gomes Ramos Filho Alba Pettengill(*) Gelson Luiz Merisio(*) Gilberto Meirelles Xandó Baptista(*) Leila Abraham Loria (*) Márcio Guedes Pereira Júnior(*) (*) meet the independence criteria established in B3’s Novo Mercado Regulations. The management proposes to the AESM the election of the candidates indicated above to make up the Board of Directors. Under the terms of the legal and statutory provisions referred to above, in the event of vacancy in the position of a member of the Board of Directors or his/her alternate, the substitute may be appointed by the remaining members, and such appointment shall occupy the position until the first shareholders’ meeting of the Company, which will resolve on their election of the members of the Board of Directors. The Company’s Board of Directors expressed a favorable opinion regarding (i) the qualification of the candidates Messrs. and Mmes. Alba Pettengill, Gelson Luiz Merisio, Gilberto Meirelles Xandó Baptista, Leila Abraham Loria and Márcio Guedes Pereira Júnior in the independence criteria established in the Novo Mercado Regulations, in view of the statements sent by such candidates attesting to said framework, and (ii) the adherence of each candidate to the position of member of the Board of Directors to the Policy for the 3 Nomination and Training of Members of the Board of Directors, the Executive Board and the Committees. Management clarifies that, according to article 10 of ICVM 481, the information regarding the professional experience and independence of candidates for the positions of members of the Board of Directors mentioned above are detailed in Exhibit III of this Proposal. 5. To resolve on the number of members who will make up the Company’s Fiscal Council for the next term of office. In compliance with the provisions of article 32 et seq. of the Company’s Bylaws, the management proposes the establishment of a maximum number of 4 (four) sitting members to compose the Fiscal Council and an equal number of alternates, and such number may be increased by 1 (one) member, that is, 5 (five) members in total, in event of a request for a separate vote under the terms of the Brazilian Corporation Law, all with a term of office of 1 (one) year, until the annual shareholders’ meeting that examines, discusses and votes on the management accounts and the financial statements for the fiscal year ended December 31, 2021. 6. To elect the sitting members and their respective alternates for the Company’s Fiscal Council. JBS’ management appointed the following sitting members and respective alternates to form the Fiscal Council: (a) Adrian Lima Da Hora, Brazilian, married, business administrator, holder of Identity Card no. 3789, issued by CRA / PE and inscribed in the Individual Taxpayers Register (CPF / ME) under no. 372.365.394-49, resident and domiciled in the municipality of São Paulo, state of São Paulo, at Rua dos Pinheiros, 801, ap. 241, CEP 05422-011, with André Alcantara Ocampos, Brazilian, married, accountant, holder of Identity Card no. 30883622-4 SSP / SP, inscribed in the Individual Taxpayers Register (CPF / ME) under no.