Marfrig Global Foods S A : BDM - Debenture

MARFRIG GLOBAL FOODS S.A.

Public Company

CNPJ/ME nº 03.853.896/0001-40

NIRE nº 35.300.341.031

MINUTES OF THE BOARD MEETING

OF JUNE 28, 2021

Date, Time, and Venue: On June 28, 2021, at 5 p.m., at the head offices of Marfrig Global Foods S.A.

(the "Company") located at the following address: Avenida Queiroz Filho, nº 1.560, Bloco 5, Torre Sabiá, 3° andar, Sala 301, Vila Hamburguesa, CEP 05314-000, in the City of São Paulo, State of São Paulo.

Call and Attendance: The notice of call was properly sent to every member of the Company's Board, pursuant to

the Company's Bylaws. The following were in attendance: Messrs Marcos Antonio Molina dos Santos - Chairman of the Board, Alain Emilie Henri Martinet, Antonio dos Santos Maciel Neto, Herculano Aníbal Alves, Marcia Aparecida Pascoal Marçal dos Santos, Roberto Silva Waack, and Rodrigo Marçal Filho.

Meeting President: Mr. Marcos Antonio Molina dos Santos; Secretary: Mr. Heraldo Geres.

Order of business: To deliberate the following businesses: (i) approval of the terms and conditions of the eighth (8th) issue of simple, not convertible into shares, unsecured debentures in up to two (2) series for private placement by the Company (the "Debentures"), in the total amount of up to one billion and two hundred million Brazilian reais (BRL 1,200,000,000.00), with the characteristics specificated in the deliberations described in item (1) below;

1. Company's execution of any and all documents, including amendments, required for the issue of the Debentures and agribusiness receivables certificates issued by RB SEC COMPANHIA DE SECURITIZAÇÃO ("Debenture Holder" or "Securitizer") to be issued backed by the Debentures ("CRA"), with the Securitizer-issued CRA to be the object og a public offering, pursuant to Directive n° 400 enacted by the Brazilian Securities and Exchange Commission ("CVM") of December 29, 2003, as amended ("CVM Directive 400") and CVM Directive n° 600, of August 1, 2018, as amended ("CRA Offering"), including, but not limited to, the following agreements and any amendments thereto: (a) the "Private Instrument of Indenture of the Eighth (8th) Issue of Simple, Not Convertible into Shares, Unsecured Debendures in up to Two (2) Series for Private Placement of Marfrig Global Foods S.A." (the "Indenture"), to be entered into by and between the Company and Debenture Holder; and (b) the "Agreement for the Arrangement, Placement, and Public Distribution of Agribusiness Receivables Certificates Under Firm Placement Guarantee of the First (1st) and 2nd (Second) Series of the Sixteenth (16th) Issue of RB SEC Companhia de Securitização Backed by Agribusiness Credit Rights Owed by Marfrig Global Foods S.A." (the "Distribution Agreement") to be entered into by and between the Securitizer, the intermediary institutions

of the CRA Offering (the "Arrangers"), and the Company; and (iii) authorization to be given to the Company's executive board or any attorneys-in-fact to take any and all actions and sign any and all documents as may be required to implement and carry through the Debentures Issue and the CRA Offering, as well as perfect the actions outlined in items (i) and (ii) above, including by executing amendments, among which the amendment to the Indenture that will ratify the outcome of the Bookbuilding (as defined below), and to arrange for and effectively

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engage the Trustee, legal advisors, risk rating agency for the Debentures, and service providers necessary for the implementation of the Issue and Offering, such as Registrar, Settlement Agent, to name a few, and, to that end, they may negotiate and execute the respective contractual instruments and any amendments thereto as well as the ratification of actions taken to this date.

Resolutions: After carfully examining and discussing the businesses in the order of business, the members of the Board of Directors passed the following resolutions by unanimity of vote of those in attendance:

1. Pursuant to article 59, § 1, of Law n° 6,404, of December 15, 1976, as amended (the "Corportion Law") and items II and XVIII of article 19 of the Company's Bylaws, to approve the issue of the Debentures and authorize the Company to execute, as issuer of the Debentures, the Indenture with the following main terms and conditions, which will be outlined in detail in, and governed by, the Indenture and any amendments thereto:
2. 1. Total Issue Amount: The total amount of the Debentures Issue will be up to one billion, two hundred million Brazilian reais (BRL 1,200,000,000.00) as of the Issue Date (as defined below) ("Total Issue Amount");
   2. Issue Number: The eighth (8th) issue of Debentures of the Company;
   3. Series Number: The Debentures will be issued in up to two (2) series. The number of Debentures to be issued in the first (1st) Series of Debentures ("First Series") and in the second Series of Debentures (2nd) ("Second Series", and, collectively, individually and indistinctly with the First Series, the "Series"), will be determined by a Communicating Vessels System upon completion of the Bookbuilding (as defined below), as described in the Indenture;
   4. Number: Up to one million two hundred thousand (1,200,000) Debentures will be issued on the Issue Date, with the exact number of Debentures to be issued in each Series bein determined using a Communicating Vessel System upon completion of the Bookbuilding, as described in the Indenture;
   5. Use of Funds: The net sums received with the Debentures issued as paid by the Debenture Holder to the Company, will be used by the Company fully and exclusively for the acquisition of cattle (i.e. live cattle) from a specific cattle breeder (as defined under article 165 of the Regulatory Directive issued by the Brazilian Revenue Serice n° 971 of November 13, 2009), as described in the Indenture;
   6. Underlying CRAs: Both the Debentures and agribusiness credit rights deriving therefrom will be tied to the CRA object of the first (1st) series and second (2nd) series, as provided in Law n° 9,514, of November 20, 1997 in force; Law n° 11,076, of December 30, 2004 in force; and the "Securitization of Agribusiness Credit Rights of the First (1st) and Second (2nd) Series of the Sixteenth (16th) Issue of Agribusiness Receivables Certificates of RB

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SEC Companhia de Securitização Backed by Agribusiness Credit Rights owed by Marfrig Global Foods S.A." (the "Securitization Agreement");

1. Nominal Value: The nominal value per Debenture will be one thousand Brazilian reais (BRL 1,000.00) on the Issue Date ("Nominal Value");
2. Issue Date: to be stipulated in the Indenture ("Issue Date");
3. Debentures Category, Convertibility, and Proof of Ownership: The Debentures will be registered, not convertible into shares issued in the Company and with no certificate or receipt. No certificates representing the Debentures will be issued. For all legal purposes, the "deposit account statement" issued by the Debentures Registrar will be evidence of the ownership of the Debentures. In addition, Debenture Holder will sign the Subscription Warrant (as defined below), pursuant to sample to be laid out in the Indenture, agreeing with all the terms and conditions set forth in the Indenture;
4. Type: The Debentures will be unsecured, with no additional guarantee, as provided in article 58 of the Brazilian Corporation Law, and will confer no privileges on their holders;
5. Validity and Maturity Date: The First Series Debentures will have a validity of seven (7) years after the Issue Date ("First Series Maturity Date"), except in the event of early maturity or early redemption of Debentures, pursuant to the Indenture. The Second Series Debentures will have a validity of ten (10) years after the Issue Date ("Second Series Maturity Date", collectively with First Series Maturity Date, "Maturity Dates" or, individually and indistinctly, " Maturity Date"), except in the event of early maturity or early redemption of Debentures, pursuant to the Indenture;
6. Subscription Mode and Price; and Full Payment: The Debentures will be subscribed for by the Debenture Holder upon signature of the subscription warrant ("Subscription Warrant"). The Debentures will be paid in full, at any time, as the CRAs are paid in full themselves (each date a "Full Payment Date"), subject to the terms and conditions to be stipulated in the Securitization Agreement. The Debentures will be fully paid (i) on the Full Payment Date, at their Nominal Value; and (ii) for other full payments, as applicable, at the current Nominal Value of the First Series Debentures, for the First Series Debentures, and at the current Nominal Value of the Second Series Debentures, for the Second Series Debentures, plus the respective Fees (as defined below), since - and including - the first Full Payment Date up to and and excluding - the respective full payment date of the Debentures ("Full Payment Price"). The Debentures may be subscribed for at a premium or discount, except, however (i) that the premium or discount will be the same for every Debenture, and (ii) that, in this case, the Company will receive, on the Full Payment Date, the same amount it would have received had the full payment been made for the total nominal value;
7. Option to Acquire: The Company will not have the option to acquire any Debentures of this Issue, in compliance with article 55, § 3, of the Brazilian Corporation Law;

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1. Optional Extraordinary Amortization: There will be no optional extraordinary amortization of the Debentures;
2. Early Redemption due to Tax Withholding Event: The Company make redeem early all the Debentures in the event of a tax withholding event in any of the events listed in the Indenture ("Early Redemption due to Tax Withholding Event");
3. Optional Early Redemption Offer: The Company may offer to redeem all the issued and fully paid Debentures, at any time after the Debenture Full Payment Date and at its sole discretion, as provided in the Indenture ("Optional Early Redemption Offer");
4. Scheduled Renegotiation: The Debentures will not be subject to any scheduled renegotiation;
5. Indexation for Inflation: The Nominal Value of the Debentures or balance of Nominal Value of the Debentures, as the case may be, will be subject to monthly indexation for inflation using the accumulated variation of the Brazilian Extended Consumer Price Index ("IPCA"), as established and published every month by the Brazilian Institute of Geography and Statistics ("IBGE") from the first Debenture Full Payment Date, determined in the proportion of Business Days elapsed, to such date the Debentures are fully settled, with the result of such indexation being incorporated to the Nominal Value or Nominal Value balance, as the case may be, automatically, calculated in accordance with the formula set forth in the Indenture;
6. Remuneration of the First Series Debentures: As of the first Full Payment Date, on the current Nominal Value of the First Series Debentures, interest will accrue at certain rate per year of two hundred and fifty-two (252) Business Days, to be determined in accordance with the Bookbuilding, but limited to whichever the highest between: (a) the indicative quote published by ANBIMA on its webage on the World Wide Web (http://www.anbima.com.br) of the internal rate of return of the IPCA+ Treasury plus Semiannual Interest (NTN-B), to mature in 2028, to be determined on the Business Day immediately prior to the date of the Bookbuilding, plus spread of eighty-five hundredths percent (0.85 %) per year of two hundred and fifty-two (252) Business Days; and (b) four point seventy-five hundredths percent (4.75%) per year of two hundred and fifty-two (252) Business Days ("Remuneration of the First Series Debentures"), calculated according to the formula stated in the Indenture;
7. Remuneration of the Second Series Debentures: As of the first Full Payment Date, on the current Nominal Value of the Second Series Debentures, interest will accrue at certain rate per year of two hundred and fifty-two (252) Business Days, to be determined in accordance with the Bookbuilding, but limited to whichever the highest between: (a) the indicative quote published by ANBIMA on its webage on the World Wide Web (http://www.anbima.com.br) of the internal rate of return of the IPCA+ Treasury plus Semiannual Interest (NTN-B), to mature in 2030, to be determined on the Business Day immediately prior to the date of the Bookbuilding, plus spread of eighty-five hundredths percent (0.85 %) per year of two hundred and fifty-two (252) Business Days;

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and (b) four point seventy-five hundredths percent (4.75%) per year of two hundred and fifty-two

1. 1. Business Days ("Remuneration of the Second Series Debentures"), which, collectively with the Remuneration of the First Series Debentures, will be referred to as "Remuneration"), respectively, calculated according to the formula stated in the Indenture;
2. Payment of the Debentures Remuneration: The Remuneration will be paid every six months, without any grace period, as per the payment dates listed in the Indenture, or (i) on such a date as may be stipulated in the Indenture, in the event the early maturity of the Debentures is declared due to the any of the events of early maturity to be set forth in the Indenture, or (ii) on the date the Optional Early Redemption or Optional Early Redemption Offer is made;
3. Debentures Amortization: The current Nominal Value of the First Series Debentures will be amortized in one single payment made on the First Series Maturity Date. The current Nominal Value of the Second Series Debentures will be amortized in three (3) annual and consecutive payments, the first of which being due on the eighth anniversary, as provided in detail in the Indenture;
4. Bookbuilding: Pursuant to article 23, § 1, of CVM Directive 400, the bookbuilding will be carried out by the Arrangers to enlicit investment intentions from prospect investors in the CRAs, without any minimum or maximum lots, to determine (i) the remuneration for each of the respective series of CRA and, as a result, the Debentures; (ii) the number of series in which CRAs and, as a result, the Debentures, will be issued; and (iii) the number of CRAs and, as a result, of Debentures to be issued in each series and, consequently, the number of series of the Issue and the number of Debentures to be effectively issued in each series of the Issue, determined applying the Vessel Communicators System (the "Bookbuilding"). The result of the Bookbuilding will be ratified by an amendment to the Indenture with no further corporate approval being necessary and regardless of any further meeting of the board;
5. Placement: The Debentures will be privately placed to the Debenture Holder, without the involvement of any brokers operating in the securities distribution system and/or sales efforts before investors, with the Debenture Holder signing the correspondin Subscription Warrant, according to the sample provided in the Indenture;
6. Late Payment Charges: Without prejudice to the Remuneration, in the event of untimely payment of any pecuniary obligations relating to the Debentures, under the terms to be provided in the Indenture, overdue and unpaid amounts will be increased by a 1% default interest per month, calculated pro rata temporis from the due date to the effective date of payment, plus a 2% non- compensatory fine on th overdue and unpaid amount, regardless of notice, notification, or judicial or extrajudicial communication;
7. Early Maturity: The Debentures and all obligations provided in the Indenture will be deemed to have early matured and become enforceable, subject to the terms of the Indenture, in any of the

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