BRFS BRF SA

FORM 6-K

U.S. SECURITIES AND EXCHANGE COMMISSION

dated March 6, 2013

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

PROPOSAL OF THE BOARD OF DIRECTORS TO THE EXTRAORDINARY AND ANNUAL GENERAL MEETING TO BE HELD ON APRIL 9, 2013

Dear Shareholders,

The Board of Directors of BRF – Brasil Foods S.A. hereby submits to the Shareholders the following proposals for deliberation at the General Meeting , to be held on April 9, 2013:

(Attachment 9-1-II pursuant to CVM Instruction 481)

2. To ratify the distribution of remuneration to the shareholders pursuant to the decision by the Board of Directors in the amount of R$ 274.7 million, corresponding to R$ 0.315855520 per share, payouts having taken place on August 15, 2012 (R$ 0.11501051 per share) and on February 15, 2013 (R$ 0.20084501 per share) in the form of interest on shareholders’  equity with due retention of Withholding Tax at Source pursuant to the current legislation (Attachment 13 pursuant to CVM Instruction 481) ; 

3. To approve the distribution of complementary dividends in the amount of R$ 45.3 million to be paid out on April 30, 2013.

4. To approve the number of members to make up the Board of Directors at 11 (eleven) pursuant to the provision in Article 16, caption sentence, of the Bylaws;

5. To elect the slate made up of the individuals nominated below to comprise the Board of Directors for a term of office of 2 (two) years as set forth in Article 16 of the Bylaws.

6. Pursuant to the provision of Paragraph 1, Article 16 of the Bylaws, to nominate as Chairman and Vice Chairman of the Board of Directors, respectively, Messrs. Abílio Diniz and Sérgio Rosa.

7. To elect the members of the Fiscal Council/Audit Committee – Term of Office: Until the E/AGM of 2014. (Attachment 24, items 12.6 to 12.10 pursuant to CVM Instruction 480)

Susana Hanna Stiphan Jabra                            Paola Rocha Freire

Extraordinar y General Meeting

1.             To approve the amendment of the following article of the current Bylaws: ARTICLE 1-  alteration of the corporate denomination from BRF – BRASIL FOODS S.A. to BRF S.A.;

2.             To approve the total annual and aggregate compensation for the Members of the Management of the BRF Companies in the amount of up to R$ 39 million, including extra compensation in the month of December 2013 in the amount corresponding to one monthly fee. (Attachment 13, pursuant to CVM Instruction 481).

3.             To approve the amendment to the Stock Option Plan (Stock Options), item 7. Limit of Dilution, to permit the maximum dilution of 2.0% up to 2.5%, and the alteration of the regulations of the Stock Option Plan (Stock Options) with respect to the following aspects: amendment in the quantity of exercise windows (item 9.1.2 of the Plan) from 2 to 4 and the alteration of the parity (item 4.2.1 of the Plan) of the number of stock option grants versus acquired shares for the additional plan: from 0.5 to 1.0 option from 1.0 to 2.0 options and from 2.0 to 4.0 options (Attachment 13, pursuant to CVM Instruction 481)

This is what the Board of Directors has to propose and expects to be examined and approved by the shareholders.

The Company’s shareholders interested in accessing information or clarifying doubts relative to the above proposals should contact the Company’s Investor Relations area by calling +55 (11) 2322-5061/5050/5048/5049/5051/5052/5037 or via e-mail: acoes@brf-br.com. All documents pertaining to this Meeting may be found at the disposal of the shareholders in the site: www.brf-br.com/ir in addition to the system of powers of attorney for permitting the participation of the shareholder. Furthermore, the Meeting shall be transmitted via video conference to the São Paulo office located at Rua Hungria, 1,400 – 5 ^th floor, Jardim Europa, for the shareholders that so prefer.

São Paulo (SP), March 4, 2013.

Nildemar Secches

Chairman of the Board of Directors

Paulo Assunção de Sousa

Vice Chairman

Décio Da Silva

José Carlos Reis Magalhães Neto

Heloisa Helena Silva de Oliveira

Luís Carlos Fernandes Afonso

Luiz Fernando Furlan

Manoel Cordeiro Silva Filho

Pedro de Andrade Faria

Walter Fontana Filho

(Attachment I – Information with respect to the Reference Form and CVM Instruction 481 – document being prepared)