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
23, 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 23, 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 MARCH 31st, 2023
1.
DATE, TIME AND PLACE: Meeting held on March 31st,
2023, at 10:00 AM, in the City of São Paulo, State of São Paulo, at BRF S.A.’s (“Company”) office located
at Avenida das Nações Unidas, n° 14,401, 24th andar, Chácara Santo
Antônio, Zip Code 04794-000, City of 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, Mr. Marcos Antonio Molina dos Santos,
Mr. Sergio Agapito Lires Rial, Mrs. Marcia Aparecida Pascoal Marçal dos Santos, Mrs. Flavia Maria Bittencourt, Mrs. Deborah Stern
Vieitas, Mr. Augusto Marques da Cruz Filho, Mr. Pedro de Camargo Neto, Mr. Altamir Batista Mateus da Silva, Mr. Eduardo Augusto Rocha
Pocetti e Mr. Aldo Luiz Mendes.
3.
PRESIDING BOARD: Chairman: Mr. Marcos Antonio
Molina dos Santos. Secretary: Mr. Bruno Machado Ferla.
4.
AGENDA: (i) pursuant to the article 23, (xl)
from the Company’s bylaws, authorize the conclusion of (a) the Power Purchase and Sale Agreement between BRF Energia S.A., a subsidiary
of the Company, registered under CNPJ/MF no 05.449.127/0001-06 (“BRF Energia”) and Banco BTG Pactual S.A.,
a publicly held company registered under CNPJ/MF nº 30.306.294/0001-45 (“BTG Pactual”), through which BRF Energia
will transfer to BTG Pactual an average of 90,000 MW from January 1st, 2024 to December 31st, 2026, for a total
amount to be paid upfront of R$ 410,000,000.00 (four hundred and ten million reais), and (b) the Power Purchase and Sales Agreement between
BRF Energia and Banco BTG Pactual, through which BRF Energia will acquire on a monthly basis a certain amount of energy from BTG Pactual
necessary for the Company’s operational activities from January 1st, 2024 and December 31st, 2037 (“Operations”),
as well as authorize the executives and or attorneys-in-law to perform all necessary acts to carry on the operations (“Operations”);
and (ii) pursuant to the article 23, item (xxxi) of the Company’s bylaws, the approval to grant a corporate guarantee by
the Company as collateral for the obligations assumed by BRF Energia towards BTG Pactual within the scope of the Operations (“Corporate
Guarantee”), including, but not limited to, the appointment of an attorney-in-law to receive citations, lawsuits and legal demands
in connection with the Corporate Guarantee.
Página 1 de 2
Minutes of the Ordinary Meeting of the Board of Directors held
on March 31st, 2023.
BRF S.A.
Publicly Held Company
CNPJ/MF 01.838.723/0001-27
NIRE 42.300.034.240
CVM 1629-2
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 decisions were
taken:
(i)
Approval of the Operations: The members of the Board of Directors unanimously authorized
the agreements of the operations by BRF Energia, as well as authorized the executives and/or attorneys-in-law to sign documents in connection
with those operations and possible agreement additions and to carry on every acts necessary to the become the operations effective; and
(ii)
Granting of Corporate Guarantee by the Company: The members of the
Board of Directs unanimously authorized the granting of the Corporate Guarantee by the Company as well as authorized the executives and/or
attorneys-in-law to perform every act to become effective the granting of the Corporate Guarantee, including, but not limited to, constituting
attorneys-in-law to receive citations, lawsuits and legal demands in this regard.
6.
DOCUMENTS FILED AT THE COMPANY: The documents that
supported the deliberations made by the members of the Board of Directors or that are related to the information provided during the meeting
are filed at the Company's head office.
7.
CLOSURE: There being no further matters to be discussed,
the meeting was adjourned, and these minutes were drawn up electronically, which, after read and approved, was signed by all the Board
Members.
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, March 31st, 2023.
Bruno Machado Ferla
Secretary
Página 2 de 2
Minutes of the Ordinary Meeting of the Board of Directors held
on March 31st, 2023.
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