BRF S.A. - Tender Offer - Expiration

BRF S.A. announces the expiration of its cash tender offers for (A) the 4.350% Senior Notes due 2026 issued by BRF GmbH and guaranteed by BRF S.A. and (B) the 4.875% Senior Notes due 2030 issued by BRF S.A., and the completion of the make-whole redemption in full of its 4.75% Senior Notes due 2024

05 OCTOBER 2023

Full announcement, incuding disclosures and disclaimers, available via Luxse

"São Paulo, Brazil – October 5, 2023 – BRF S.A. (“BRF”) today announces (i) the expiration of its previously announced offers to purchase for cash for its own account and, in the case of the 2026 Notes, on behalf of BRF GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) organized under the law of the Republic of Austria, and a wholly-owned subsidiary of BRF (the “Subsidiary Issuer”), up to the maximum combined aggregate principal amount of US$200,000,000 (“Maximum Amount”) of the outstanding: (A) 4.350% Senior Notes due 2026 (the “2026 Notes”) issued by the Subsidiary Issuer and guaranteed by BRF (the “2026 Notes Offer”), and (B) 4.875% Senior Notes due 2030 (the “2030 Notes” and, together with the 2026 Notes, the “Notes”) issued by BRF (the “2030 Notes Offer” and, together with the 2026 Notes Offer, the “Offers” and each, an “Offer”), and (ii) the completion of its previously announced make-whole redemption in full of the aggregate principal amount of its outstanding 4.75% Senior Notes due 2024 (the “2024 Notes”).

The Offers

The Offers were made upon the terms and subject to the conditions set forth in the offer to purchase dated September 6, 2023 (the “Offer to Purchase”). Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Offer to Purchase. As previously announced, on September 21, 2023, BRF purchased, on a prorated basis, an aggregate principal amount of US$200,000,000 2026 Notes validly tendered and not validly withdrawn on or prior to the Early Tender Date, and no 2030 Notes. The Offers expired at 5:00 p.m. (New York City time) on October 4, 2023. According to information received from D.F. King & Co., Inc., the information and tender agent for the Offers, no additional Notes were tendered after the Early Tender Date in the Offers.

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The 2024 Notes Make-Whole Redemption On this date, all outstanding 2024 Notes have been redeemed at 100% of their principal amount of US$295,363,000.00 plus accrued and unpaid interest in the aggregate amount of US$5,183,210.42 from May 22, 2023 to, but excluding, the date hereof, pursuant to the terms and conditions of the indenture governing the 2024 Notes. Accordingly, all 2024 Notes have been cancelled."

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BRF S.A. announces early tender date results of its cash tender offers for (A) the 4.350% Senior Notes due 2026 issued by BRF GmbH and guaranteed by BRF S.A. and (B) its 4.875% Senior Notes due 2030

20 SEPTEMBER 2023

Full announcement available via SEC

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"As of 5:00 p.m. (New York City time) on September 19, 2023 (the “Early Tender Date”), according to information received from D.F. King & Co., Inc., the information and tender agent for the Offers: (i) U.S.$250,552,000, or approximately 50.18% of the principal amount outstanding, of the 2026 Notes was validly tendered, and not validly withdrawn; and (ii) U.S.$132,305,000, or approximately 22.49% of the principal amount outstanding, of the 2030 Notes was validly tendered, and not validly withdrawn. The following table sets forth the principal amount of the Notes validly tendered and not validly withdrawn, as well as the principal amount of Notes that BRF has accepted for purchase, after giving effect to the Maximum Amount, Acceptance Priority Levels and proration (as described below).

(1) The “Maximum Amount” represents the maximum combined aggregate principal amount of Notes that will be purchased in the Offers.

(2) As reported by D.F. King & Co., Inc., the information and tender agent for the Offers, as of the Early Tender Date.

(3) Because the Maximum Amount was exceeded, BRF will accept 2026 Notes validly tendered and not validly withdrawn in the Offers and no 2030 Notes, based on the Acceptance Priority Levels (as defined below) and will apply proration to the 2026 Notes validly tendered and not validly withdrawn prior to the Early Tender Date as described below and under “The Offers—Maximum Amount; Acceptance Priority Levels; Proration” in the Offer to Purchase.

Since the purchase of all 2026 Notes and 2030 Notes validly tendered in the Offers on or prior to the Early Tender Date would cause BRF to purchase an aggregate principal amount of Notes in excess of the Maximum Amount, BRF will apply the Acceptance Priority Levels specified in the table above (each, an “Acceptance Priority Level,” with 1 being the highest Acceptance Priority Level and 2 being the lowest Acceptance Priority Level), upon the terms and subject to the conditions set forth in the Offer to Purchase. Accordingly, BRF will accept for purchase 2026 Notes validly tendered and not validly withdrawn on or prior to the Early Tender Date on a prorated basis and no 2030 Notes.

Holders who validly tendered and did not validly withdraw their 2026 Notes in the 2026 Notes Offer on or prior to the Early Tender Date will be eligible to receive the total consideration of U.S.$952.50 per U.S.$1,000.00 principal amount of 2026 Notes tendered (the “2026 Total Consideration”), which includes an early tender premium of U.S.$30.00 per U.S.$1,000.00 principal amount of Notes validly tendered on or prior to the Early Tender Date and not validly withdrawn on or prior to the Withdrawal Date (the “Early Tender Premium”), subject to proration."

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BRF S.A. announces cash tender offers for (A) the 4.350% Senior Notes due 2026 issued by BRF GmbH and guaranteed by BRF S.A. and (B) its 4.875% Senior Notes due 2030 as well as the approval by its board of directors of the make-whole redemption in full of its 4.75% Senior Notes due 2024

07 SEPTEMBER 2023

Full announcement available via SEC

"São Paulo, Brazil – September 6, 2023 – BRF S.A. (“BRF”) today announces the commencement of an offer to purchase for cash for its own account and, in the case of the 2026 Notes, on behalf of BRF GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) organized under the law of the Republic of Austria, and a wholly-owned subsidiary of BRF (the “Subsidiary Issuer”), up to the Maximum Amount (as defined below) of the outstanding: (i) 4.350% Senior Notes due 2026 (the “2026 Notes”) issued by the Subsidiary Issuer and guaranteed by BRF (the “2026 Notes Offer”), and (ii) 4.875% Senior Notes due 2030 (the “2030 Notes” and, together with the 2026 Notes, the “Notes”) issued by BRF (the “2030 Notes Offer” and, together with the 2026 Notes Offer, the “Offers” and each, an “Offer”).

The Offers are made upon the terms and subject to the conditions set forth in the offer to purchase dated September 6, 2023 (the “Offer to Purchase”). The Offers are not contingent upon the tender of any minimum principal amount of Notes, but BRF will only purchase up to U.S.$200,000,000 in combined aggregate principal amount of Notes (the “Maximum Amount”). Accordingly, if the Maximum Amount is reached in respect of tenders made on or prior to the Early Tender Date (as defined below), no 2026 Notes or 2030 Notes that are validly tendered after the Early Tender Date will be accepted for purchase, even if validly tendered and not validly withdrawn, and any 2026 Notes or 2030 Notes tendered on or prior to the Early Tender Date and accepted for purchase on the Early Acceptance Date (as defined in the Offer to Purchase) (or the Expiration Date (as defined below), if the Early Settlement Right (as defined below) is not exercised) will be accepted based on the Acceptance Priority Levels (as defined below) and on a prorated basis such that BRF purchases an aggregate principal amount of 2026 Notes and 2030 Notes not exceeding the Maximum Amount as provided in the Offer to Purchase.

The following table sets forth certain information relating to the Offers.

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