BRFS BRF SA

FORM 6-K
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934

dated March 5, 2024

Commission File Number 1-15148

BRF S.A.
(Exact Name as Specified in its Charter)

N/A
    (Translation of Registrant’s Name)

14401 AV. DAS NACOES UNIDAS 22ND FLOOR
CHAC SANTO ANTONIO 04730 090-São Paulo – SP, Brazil
    (Address of principal executive offices) (Zip code)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F x   Form 40-F o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T
Rule 101(b)(1):                   

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T
Rule 101(b)(7):                   

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes o   No x

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): Not applicable.

 

 

 

 

*             *             *

This material includes certain forward-looking statements that are based principally on current expectations and on projections of future events and financial trends that currently affect or might affect the Company’s business, and are not guarantees of future performance.  These forward-looking statements are based on management’s expectations, which involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the Company’s control and any of which could cause actual financial condition and results of operations to differ materially fom those set out in the Company’s forward-looking statements.  You are cautioned not to put undue reliance on such forward-looking statements.  The Company undertakes no obligation, and expressly disclaims any obligation, to update or revise any forward-looking statements.  The risks and uncertainties relating to the forward-looking statements in this Report on Form 6-K, including Exhibit 1 hereto, include those described under the captions “Forward-Looking Statements” and “Item 3. Key Information — D. Risk Factors” in the Company’s annual report on Form 20-F for the year ended December 31, 2012.

 

 

 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: March 5, 2024
	BRF S.A.
	By:	/s/ Fabio Luis Mendes Mariano
		Name:	Fabio Luis Mendes Mariano
		Title:	Chief Financial and Investor Relations Officer

 

 

 

 

 

 

EXHIBIT INDEX

Exhibit	Description of Exhibit
1	EXTRACT OF THE MINUTES OF THE ORDINARY MEETING OF THE FISCAL COUNCIL HELD ON FEBRUARY 23, 2024

 

BRF S.A.

Publicly Held Company

CNPJ 01.838.723/0001-27

NIRE 42.300.034.240

CVM 1629-2

 

EXTRACT OF THE MINUTES OF THE ORDINARY MEETING OF THE FISCAL COUNCIL

HELD ON FEBRUARY 23, 2024

 

1.           DATE, TIME AND PLACE: Meeting held on February 23, 2024, at 10 a.m., at BRF S.A.’s (“Company”) office located at Avenida das Nações Unidas, 14401, 25th floor, Chácara Santo Antônio, in the City of São Paulo, State of São Paulo, Zip Code 04794-000 and via conference call.

 

2.           CALL AND ATTENDANCE: Summons duly held pursuant to the Fiscal Council Internal Rules of BRF S.A., with the presence of the totality of the members of the Fiscal Council: Mr. Attilio Guaspari, Mr. Bernardo Szpigel and Mr. Marco Antonio Peixoto Simões Velozo.

 

3.           PRESIDING BOARD: President: Attilio Guaspari. Secretary: Mateus Boeira Garcia

 

4.           AGENDA: (i) Presentation of the Financial Statements and Management Report regarding the Fiscal Year 2023 and Presentation of the Grant Thornton Auditores Independentes Ltda. Review relative to the 2023 Financial Statements; and (ii) Opinion of the Fiscal Council regarding the incorporation of PSA Laboratório Veterinário Ltda. ("PSA") and VIP S.A. Empreendimentos e Participações Imobiliárias ("VIP," and collectively with PSA, the "Incorporated Entities") by the Company ("Incorporation").

 

5.           RESOLUTIONS: Once the agenda had been examined, the following matter was discussed, and the following resolution was taken:

 

5.1.      Presentation of the Financial Statements and Management Report relative to Fiscal Year 2023 and Presentation of the Grant Thornton Auditores Independentes Ltda. review relative to the 2023 Financial Statements: After presentation by the management of the Financial Statements, considering the explanatory notes and the report of the independent auditors, the members of the Fiscal Council, in the terms of Article 163, VII of Law no. 6.404/76, have been made aware of all matters related to the Financial Statements for the fiscal year ending December 31, 2023, together with the Management Report, the Explanatory Notes and the Independent Auditors' Report ("2023 Financial Statements"). The members of the Company's Fiscal Council will issue, after the Board of Directors' deliberation, the Fiscal Council's Opinion, included in Attachment I of these minutes, with a favorable recommendation, without qualification, to the presentation of the 2023 Financial Statements by the Ordinary General Meeting to be held on March 28, 2024.

 

Minutes of the Ordinary Meeting of the Fiscal Council of BRF S.A. held on February 23, 2024.

Page 1 of 3

 

BRF S.A.

Publicly Held Company

CNPJ 01.838.723/0001-27

NIRE 42.300.034.240

CVM 1629-2

 

EXTRACT OF THE MINUTES OF THE ORDINARY MEETING OF THE FISCAL COUNCIL

HELD ON FEBRUARY 23, 2024

 

5.2.      Opinion of the Fiscal Council regarding the incorporation of VIP and PSA: The members of the Fiscal Council, after analyzing the terms and the necessary documents regarding the Incorporation, unanimously recommended the submission of the Incorporation of VIP and PSA for deliberation by the shareholders at the Extraordinary General meeting to be held on March 28, 2024.

 

6.           DOCUMENTS FILED AT THE COMPANY: The documents related to the agenda that supported the resolution taken by the members of the Fiscal Council or information presented during the meeting were filed at the Company’s head office.

 

7.           CLOSURE: There being no other matters to be discussed, the President declared the meeting closed, during which time the present minutes were drawn up in summary form by electronic processing and, having been read and found correct by all those present, were signed.

 

 

I certify that the above text is a faithful copy of the minutes which are filed in Book of the Minutes of the Ordinary and Extraordinary Meetings of the Company’s Fiscal Council.

 

 

São Paulo, February 23, 2024.

 

_________________________________ Mateus Boeira Garcia Secretary

 

Minutes of the Ordinary Meeting of the Fiscal Council of BRF S.A. held on February 23, 2024.

Page 2 of 3

BRF S.A.

Publicly Held Company

CNPJ 01.838.723/0001-27

NIRE 42.300.034.240

CVM 1629-2

 

EXTRACT OF THE MINUTES OF THE ORDINARY MEETING OF THE FISCAL COUNCIL

HELD ON FEBRUARY 23, 2024

 

SCHEDULE I

 

FISCAL COUNCIL OPINION ON THE MANAGEMENT REPORT AND

THE FINANCIAL STATEMENTS OF DECEMBER 31,2023 

 

The members of the Fiscal Council of BRF S.A., in the exercise of their legal and statutory duties, examined:

 

(i)

The Fiscal Statements (Controlling Company and Consolidated) of the fiscal year ended on December 31, 2023;

(ii)

The Management Report of the fiscal year ended on December 31, 2023; and

(iii)

The Report issued without qualification issued by Grant Thorton Auditores Independentes regarding the fiscal year ended on December 31, 2023;

 

Based on the documents examined and the clarifications provided, the undersigned members of the Fiscal Council opine that the Financial Statements and the Management Report are adequately presented and in conditions to be appreciated and deliberated upon the Ordinary and Extraordinary General Meeting of Shareholders.

 

 

São Paulo, February 23, 2024.

   

Fiscal Council

 

_______________________________ Attilio Guaspari

___________________________________ Bernardo Szpigel

 

 

______________________________________

Marco Antonio Peixoto Simões Velozo

 

 

Minutes of the Ordinary Meeting of the Fiscal Council of BRF S.A. held on February 23, 2024.

Page 3 of 3

 

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