Learn a few terms and acronyms used by the BRF or in its business area.
ACRONYMS AND TECHNICAL TERMS
ABIEC - Brazilian Association of Beef Exporters
ABEF - Brazilian Association of Chicken Producers and Exporters.
ABIPECS - Brazilian Association of Pork Producers and Exporters Industry.
ABPA - Brazilian Association of Animal Protein
Outstanding Shares - In the New Market regulation framework, all Company issued shares, other than the shares held by the controlling shareholder, by people related thereto, the company‘s managers, treasury shares and special class preferred shares intended to guarantee differentiated political rights, shall be non-transferable and the exclusive property of decentralization agency.
Shares or Common Shares - Registered book-entry common shares without par value, to be issued in this Global Offer.
ANBID - Brazilian National Association of Investment Banks.
ANVISA - Brazilian National Health Surveillance Agency.
BACEN - Central Bank of Brazil.
BNDES - Brazilian National Bank of Social Development.
BOVESPA - São Paulo Stock Exchange.
Arbitration Chamber - The market Arbitration Chamber, established by the BOVESPA.
CDI - Interbank Deposit Certificate.
Arbitration Clause - A Clause for arbitration whereby the Company, its shareholders, managers, audit committee members and the BOVESPA undertake to settle through arbitration any and all disputes or controversies which may arise between them, related to or arising from, in particular, of the application, validity, effectiveness, interpretation, breaching and effects thereof, of the provisions set forth in the Corporate Law, in the Company‘s Bylaws, regulations issued by the Brazilian National Monetary Council, the Central Bank of Brazil and the Brazilian Securities and Exchange Commission, as well as in other regulations applicable to the operation of the capital market in general, in addition to those listed in the Novo Mercado regulations, the Arbitration Rules and Novo Mercado Participation Agreement.
CMN - Brazilian National Monetary Council.
Independent Director - According to the Novo Mercado rules, Independent Directors are characterized by: (i) not having any ties with the Company other than capital participation; (ii) not being a controlling shareholder, spouse or relative up to the second degree of such, or not being or having been, for the past 3 years, linked to a company or agency related to the controlling shareholder; (iii) not to having been, for the past 3 years, employee or officer of the company, the controlling shareholder or of a subsidiary of the company; (iv) not being a vendor or purchaser of services and/or products of the Company at a magnitude that implies the loss of independence; (v) not being an employee or manager of a company or agency that is offering or providing services and/or products to the Company; (vi) not being the spouse or relative up to the second degree of any manager of the Company; and (vii) not receiving any remuneration from the Company other than as Director (cash proceeds from capital participation are excluded from this restriction). Where a fractional number is obtained as a result of calculation of the number of Independent Directors, this number a shall be rounded to the whole number: (i) immediately higher, where the fraction is equal to or greater than 0.5; or (ii) immediately lower, when the fraction is less than 0.5. "Independent Directors" shall also be those elected as provided for in article 141 § § 4 and 5 or in article 239 of the Corporate Law, which include quorums and methods to elect directors by minority shareholders.
Federal Constitution - The Constitution of the Federative Republic of Brazil.
Novo Mercado Membership Agreement contract entered with BOVESPA, containing obligations related to the Company‘s listing on the Novo Mercado.
CVM Securities and Exchange Commission.
EBITDA - EBITDA is an non-accounting measurement developed by our Company, calculated subject to the the provisions of the CVM Circular Letter no. 01/2006, consisting of the net profit before minority shareholder’s participation, income tax and social contribution, net financial income (revenues, financial expenses and reversal of interest on own capital), depreciation, amortization and non-operating income. The EBITDA is not a measure recognized by Brazilian adopted accounting practices, has no standard meaning and can not be comparable to measures with similar titles supplied by other companies. Our Company discloses the EBITDA because we use it to measure our performance. EBITDA should not be considered separately or as a substitute for net income (loss) or operating income, as an indicator of operating performance or cash flow or to measure the liquidity or the ability to pay the debt.
Controlling Power Exercised in a Diffuse Manner This means the controlling power exercised by: (i) a shareholder owning less than fifty percent (50%) of the share capital of the Company; (ii) shareholders who together hold a percentage greater than 50% of the share capital, provided that such shareholders are not signatories of voting agreement, are not under common control nor
operate representing a common interest; and (iii) shareholders signatories of a shareholders‘ agreement who together hold less than 50% of the share capital.
IBGC Brazilian Institute of Corporate Governance.
IBGE Brazilian Institute for Geography and Statistics.
IGP-M General Price Index to the Market, published by Fundação Getúlio Vargas.
INPI National Institute of Industrial Property.
INSS - National Institute of Social Security.
institutions Participating in the Brazilian Offer - Coordinators, Hired Coordinators and Consortium Brokerage Firms, when collectively designated.
IPCA Expanded Consumer Price Index calculated by the IBGE.
Brazilian Corporate Law - Law No. 6.404, of December 15, 1976, and subsequent amendments.
NYSE - New York Stock Exchange.
Perdigão Agroindustrial - In 2009 Perdigão Agroindustrial was incorporated by the BRF S.A. through its Special Shareholders Meeting.
GDP - Gross Domestic Product.
Brazilian Accounting Principles - Accounting Principles prescribed by the Brazilian Corporate Law and the accounting principles, procedures prescribed by the CVM and the IBRACON pronouncements.
Securities Act - The 1933 US Securities Act.
SKU - Stock Keeping Units .
US GAAP - Generally Accepted Accounting Principles in the United States of America
USDA U.S. Department of Agriculture.
Economic Value - The Company’s and its shares value that may be determined by a specialized company, using recognized methodology or based on another criterion to be defined by the CVM.