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 August
24, 2023
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: August 24, 2023 |
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BRF S.A. |
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By: |
/s/ Fabio Luis Mendes Mariano |
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Name: |
Fabio Luis Mendes Mariano |
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Title: |
Chief Financial and Investor Relations Officer
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EXHIBIT INDEX
BRF S.A.
Publicly Held Company
CNPJ/MF 01.838.723/0001-27
NIRE 42.300.034.240
CVM 1629-2
MINUTES OF THE ORDINARY MEETING OF THE BOARD OF DIRECTORS
HELD ON AUGUST 14, 2023
1.
DATE, TIME AND PLACE: Meeting
held on August 14, 2023, at 2 p.m., at BRF S.A.’s (“Company”) office located at Avenida das Nações
Unidas, n° 14.401, 24º floor, Chácara Santo Antônio, Zip Code 04794-000, São Paulo, São Paulo.
2.
CALL AND ATTENDANCE: Call duly carried out under
the terms of article 21 of the Company's Bylaws, with the presence of the totality of the members of the Board of Directors, namely: Marcos
Antonio Molina dos Santos, Sergio Agapito Lires Rial, Marcia Aparecida Pascoal Marçal dos Santos, Flavia Maria Bittencourt, Deborah
Stern Vieitas, Augusto Marques da Cruz Filho, Pedro de Camargo Neto, Altamir Batista Mateus da Silva, Eduardo Augusto Rocha Pocetti e
Aldo Luiz Mendes.
3.
PRESIDING BOARD: Charmain: Mr. Marcos
Antonio Molina dos Santos. Secretary: Mr. Bruno Machado Ferla.
4.
AGENDA: Analysis and Approval of the Quarterly
Financial Information for the Quarter ended June 30, 2023 (“2nd ITR/2023”); (ii) under the terms
of article 23, item 'xxxii', of the Company's Bylaws, the constitution and granting, as a guarantee of the faithful, full and punctual
payment and/or fulfillment of all the obligations assumed within the scope of the contract, by Ventos de Santa Tereza 01 Energias Renováveis
S.A., registered with the National Register of Legal Entities of the Ministry of Finance ("CNPJ/MF") under number 36.952.007/0001-50
("Financed"), of financing with Banco do Brasil S.A., a financial institution, registered with the CNPJ/MF under No. 00.000.000/0001-91
("Financier"), through the opening of fixed credit up to the limit of R$ 144,000.000.00 (one hundred and forty-four million
reais), from ordinary resources of the Fundo de Desenvolvimento do Nordeste – FDNE transferred to finance the implementation of
the Central Geradora Eólica Cajuína 1, located in the city of Pedro Avelino, State of Rio Grande do Norte, registered under
the Unique Generation Project Code (CEG) No. EOL.CV.RN.047235-2 .01, as described and identified in Authorizing Resolution No. 9,262,
issued by the
Page 1 de 4
Minutes of the Ordinary Meeting of the Board of Directors held
on August 14, 2023.
BRF S.A.
Publicly Held Company
CNPJ/MF 01.838.723/0001-27
NIRE 42.300.034.240
CVM 1629-2
National Electric Energy Agency -ANEEL on October 6, 2020 ("Authorization"
and "Project", respectively), under the terms to be defined in the "Fixed Credit Opening Agreement" to be entered
into between the Financier, the Financed, AES Brasil Energia S.A., registered with the CNPJ/MF under No.
37.663.076/0001-07 ("AES Brasil") and the Company, as guarantors and, also, as consenting interveners, AES Tucano Holding I
S.A., registered with the CNPJ/MF under No. 33.113.381/0001-74 ("Tucano Holding I") and Potengi Holdings S.A., registered with
the CNPJ/MF under No. 42.165. 941/0001-25 ("Potengi" and, when together with Financed and Tucano Holding I, the "Guarantors")
and Financed ("Financing Agreement" and "Financing", respectively) of: (a) fiduciary alienation, by the Financed Party
and Tucano Holding I, of machinery and equipment owned by the Financed Party within the scope of the Project ("Fiduciary Alienation
of Equipment"), under the terms and conditions to be provided for in the "Private Instrument of Fiduciary Alienation of Machinery
and Equipment in Guarantee and Other Covenants" to be entered into between the Financed Party and Tucano Holding I, as alienators,
and the Financier ("Fiduciary Alienation of Equipment Agreement"); (b) fiduciary alienation, by Potengi, of all shares issued
by the Financed Party and held by Potengi, present or future ("Fiduciary Alienation of Shares"), under the terms and conditions
to be provided for in the "Private Instrument of Fiduciary Alienation of Shares in Guarantee and Other Covenants" to be entered
into between Potengi, the Financier and the Financed Party ("Fiduciary Alienation of Shares Agreement"); and (c) fiduciary assignment,
by the Financed Party and Tucano Holding I, of all (c.i) the credit rights, present and/or future, held by the Financed Party arising
from, related to and/or emerging from the Energy Purchase and Sale Agreements (as per the term to be defined in the Financing Agreement);
(c.ii) the credit rights, present and/or future, held by the Financed Party arising from, related to and/or emerging from the Project
Agreements (as per the term to be defined in the Financing Agreement); (c. iii) the emerging rights, present and/or future, of the Authorization,
(c.iv) the credit rights, present and/or future, held by the Financed Party and arising from and/or related to the insurance contracted
by the Financed Party and/or third parties. iii) the rights arising, present and/or future, from the Authorization, (c.iv) the credit
rights, present and/or future, held by the Financed Party and arising and/or related to the insurances contracted by the Financed Party
and/or by third parties for the benefit of the Financed Party within the scope of the Project, as well as their respective renewals, endorsements
or additions, and (c. v) of the credit rights (including revenues), present and/or future, received by the Financed Party in the Centralization
Account, in the Debt Service Reserve Account and in the O&M Reserve Account (in accordance with the terms to be defined in the Financing
Agreement) ("Fiduciary Assignment of Credit Rights" and, when together with Fiduciary Sale
Page 2 de 4
Minutes of the Ordinary Meeting of the Board of Directors held
on August 14, 2023.
BRF S.A.
Publicly Held Company
CNPJ/MF 01.838.723/0001-27
NIRE 42.300.034.240
CVM 1629-2
of Equipment and Fiduciary Sale of Shares, the "Guarantees"),
under the terms and conditions to be provided for in the "Private Instrument of Fiduciary Assignment of Credit Rights, Emerging Rights
and Bank Accounts in Guarantee and Other Covenants" to be entered into between Tucano Holding I, the Financier and, also, as consenting
intervener, the Financed ("Fiduciary Assignment Agreement" and this, when together with the Equipment Fiduciary Alienation Agreement
and the Shares Fiduciary Alienation Agreement, the "Guarantee Agreements"); (ii) pursuant to art. 23, item 'xxxi', of the Company's
Bylaws, the granting of a fiduciary guarantee, by the Company, in the form of a non-solidary guarantee with AES Brasil, to be provided
by the Company together with AES Brasil, in proportion to their respective equity interest, so that the Company undertakes, together with
AES Brasil, on an irrevocable and irreversible basis, before the Financier, as guarantors, to guarantee the faithful, punctual and full
fulfillment of any and all principal and accessory obligations, present and future, assumed by the Financed Party within the scope of
the Financing for the benefit of the Guarantor, as well as the Guaranteed Obligations (as a term to be defined in the Financing Agreement),
in accordance with the terms and conditions to be provided for in the Financing Agreement ("Guaranty"); (iii) the authorization
for the Company's Executive Board and/or attorneys-in-fact to perform all acts, take all steps and adopt all measures necessary for the
approval of the constitution and granting of Guarantees by the Guarantors, under the terms and conditions to be defined in the Guarantee
Agreements, and the formalization and granting of the Guarantee, performing all necessary acts and signing all documents required to carry
out the resolutions provided for in items (i) and (ii) above, including, but not limited to, the Financing Agreement and any amendments
thereto; and (iv) the ratification of all acts already carried out by the Company's Executive Board and/or attorneys-in-fact relating
to the above resolutions.
5.
RESOLUTIONS: The members of the Board of Directors
approved, by unanimous vote and without any reservations or restrictions, the drawing up of these minutes in the form of a summary. Once
the agenda has been examined, the following matter was discussed, and the following decision was taken:
5.1. Regarding the Agenda, the members
of the Board of Directors, by unanimous vote and without any reservations or restrictions:
(i)
In accordance with the recommendation of the Audit and Integrity Committee, approved the 2nd
Page 3 de 4
Minutes of the Ordinary Meeting of the Board of Directors held
on August 14, 2023.
BRF S.A.
Publicly Held Company
CNPJ/MF 01.838.723/0001-27
NIRE 42.300.034.240
CVM 1629-2
ITR/2023, together with the management report, explanatory notes,
and the opinion of the independent auditors; and
(ii)
Approve the constitution and granting of Guarantees by the Guarantors under the terms and conditions
to be provided for in the Guarantee Agreements; (ii) To approve the granting by the Company of the Surety Bond; (iii) To authorize the
Company's Executive Board and/or attorneys-in-fact to carry out all acts, take all measures and adopt all measures necessary for the approval
of the creation and granting of Guarantees by the Guarantors, under the terms and conditions to be defined in the Guarantee Agreements
and the formalization and granting of the Surety, carrying out all necessary acts and signing all documents required to carry out the
resolutions provided for in items (i) and (ii) above, including, but not limited to, the Financing Agreement and any amendments thereto;
and (iv) Ratify all acts already carried out by the Company's Executive Board and/or attorneys-in-fact relating to the resolutions approved
above.
6.
DOCUMENTS FILED AT THE COMPANY: The documents
analyzed by the members of the Board of Directors 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 meeting was closed, being the present minutes drawn up by electronic processing, which after 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 Board of Directors.
São Paulo, August
14, 2023.
________________________________________
Bruno Machado Ferla
Secretary
Page 4 de 4
Minutes of the Ordinary Meeting of the Board of Directors held
on August 14, 2023.
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