MARFRIG GLOBAL FOODS S.A. Publicly Traded Company CNPJ/MF nº 03.853.896/0001-40 NIRE 35.300.341.031	BRF S.A. Publicly Traded Company CNPJ/MF nº 01.838.723/0001-27 NIRE 42.300.034.240

JOINT MATERIAL FACT

MARFRIG GLOBAL FOODS S.A. (“Marfrig”) and BRF S.A. (“BRF” and, together with Marfrig, the “Companies”), in compliance with Article 157, Paragraph 4, of Law No. 6,404, dated December 15, 1976 (“Brazilian Corporations Law”), CVM Resolution No. 44, dated August 23, 2021 (“CVM Resolution 44”), and CVM Resolution No. 78, dated March 29, 2022 (“CVM Resolution 78”), hereby, through this joint material fact, inform their shareholders and the market in general that, on the present date, the merger Plan of Merger agreement of BRF S.A. Shares by Marfrig Global Foods S.A.” (“Plan of Merger”) was executed, which sets forth the terms and conditions applicable to the Merger (as defined below).

In addition to the execution of the Plan of Merger, at meetings held on the date hereof, (i) the Board of Directors of Marfrig (“Marfrig Board”) approved the convening of Marfrig's extraordinary general meeting, to be held on the first call on June 18, 2025, at 11:00 a.m. (“Marfrig EGM”); and (ii) the Board of Directors of BRF (“BRF Board”) approved the convening of BRF's extraordinary general meeting, to be held on the first call on June 18, 2025, at 9:00 a.m. (“BRF EGM” and, together with the Marfrig EGM, the “EGMs”), which will deliberate on the Merger. The information and documents related to the convening of the EGMs, including the management proposal and the Plan of Merger, will be duly and timely disclosed the Companies, in accordance with the terms and deadlines of applicable legislation and regulations.

Pursuant to the provisions of CVM Resolution 78, the main terms and conditions of the Merger are described below.

The transaction set forth in the Plan of Merger consists of the acquisition by Marfrig of all BRF shares not held by Marfrig on the Closing Date, in exchange for the issuance to BRF shareholders (except Marfrig) of ordinary shares of Marfrig, in accordance with the Exchange Ratio (as defined below), resulting in the transfer of BRF's shareholder base to Marfrig ("Share Incorporation"). Upon the completion of the Share Incorporation, BRF will become a wholly-owned subsidiary of Marfrig.

Additionally, the Companies believe that the Share Incorporation allows for the simplification and optimization of the administrative and corporate structure of the economic group to which they belong, eliminating or reducing redundant costs, and improving or facilitating access to the capital necessary for the development of their business plans.

In this regard, the Companies believe that the Share Incorporation will have significant strategic value added, driving global consolidation of their businesses and strengthening their brands through a robust multi-protein platform, including, among others, (i) solidifying their position as a dominant power in the global food market; (ii) strategic expansion into new markets, maximizing growth opportunities and commercial synergies, including cross-selling initiatives; and (iii) increasing the scale and diversification of their operations, enhancing resilience and mitigating risks associated with sector seasonality and macroeconomic variables.

The Companies have identified potential synergies in the context of the Share Incorporation. These synergies include:

The management of the Companies does not foresee any material risks for the implementation of the Share Incorporation beyond those typically associated with the Companies' daily activities and consistent with their size and operations.

However, it is noted that the market value of the shares issued by Marfrig and BRF remains subject to market fluctuations through the Closing Date and, in the case of Marfrig shares, also after the completion of the Share Incorporation, due to a series of factors outside the control of the Companies.

Moreover, the success of the Share Incorporation will depend, in part, on the group's ability to reduce expenses and optimize processes as a result of the simplification of its corporate structure and consolidation of its businesses. However, there is no certainty that such cost reductions and process optimizations will be successful. If these objectives are not achieved successfully, the expected benefits from the Share Incorporation may not fully materialize or may take longer than anticipated to be realized.

The materialization of any of the above risks or the partial or total failure of the growth opportunities and synergies mapped out within the scope of the Share Incorporation could adversely impact the economic and financial situation, operational results, and the trading price of the securities issued by the Companies.

As a result of the Share Incorporation, BRF shareholders (except Marfrig) will receive 0.8521 ordinary shares of Marfrig for each 1 (one) ordinary share of BRF held on the Closing Date, in accordance with the terms of the Plan of Merger ("Closing Date" and "Exchange Ratio," respectively).

The negotiation and determination of the Exchange Ratio took into account the distribution of dividends and/or interest on own capital in the gross amount of (i) R$3,520,000,000.00 (three billion, five hundred and twenty million reais) by BRF; and (ii) R$2,500,000,000.00 (two billion, five hundred million reais) by Marfrig, in both cases, to be authorized following the payment of the right of withdrawal of any Dissenting Shareholders (as defined below) and up to and including the Closing Date (collectively, "Permitted Distributions"). In this regard, any Dissenting Shareholders who exercise their right of withdrawal shall not be entitled to receive the Permitted Distributions.

The Exchange Ratio shall be adjusted exclusively (i) in the event of stock splits, consolidations, or share grants of either Company; and/or (ii) according to the methodology set forth in Annex 3.1.5. of the Plan of Merger. In accordance with the methodology described in Annex 3.1.5 of the Plan of Merger, any disbursement incurred by the Companies upon exercising the right of withdrawal will reduce the Permitted Distributions by an equivalent amount, applied proportionally to both Companies.

The replacement of the shares issued by BRF underlying the American Depositary Shares representing common shares issued by BRF within the scope of the Share Incorporation will be carried out in accordance with the terms of the respective deposit agreement.

Any fractional ordinary shares of Marfrig resulting from the Share Incorporation will be aggregated into whole numbers and subsequently sold on the B3 spot market after the completion of the Share Incorporation, in accordance with a communication to be timely disclosed to the market by Marfrig. The proceeds from such sales will be made available, net of fees, to the former BRF shareholders who are entitled to the respective fractions, proportionally to their participation in each share sold.

Marfrig will not issue shares in connection with the Share Incorporation corresponding to any BRF shares that may be held in treasury, which will be canceled by BRF up to the Closing Date.

Considering that the Share Incorporation is a transaction involving the controlling company, Marfrig, and the controlled company, BRF, in compliance with CVM Guidance Opinion No. 35, of September 1, 2008, the BRF Board established a special independent committee of BRF (“BRF Independent Committee”), whose function was to negotiate the Exchange Ratio and other terms and conditions of the transaction involving the Companies and submit its recommendation to the BRF Board. The BRF Independent Committee was advised by Citigroup as its financial advisor, and a fairness opinion was issued by Citigroup Global Markets Inc. in connection with the Share Incorporation.

In addition, the Marfrig Board established a special independent committee of Marfrig (“Marfrig Independent Committee” and, together with the BRF Independent Committee, “Independent Committees”), which was responsible for the initial proposal and subsequent negotiation of the Exchange Ratio with the BRF Independent Committee.

In this regard, the Exchange Ratio was exhaustively negotiated between the Independent Committees, taking into account the fair value of the Companies, as well as the assumptions described in the Plan of Merger, and their recommendation was approved by both Independent Committees in a meeting held on May 15, 2025. In issuing their favorable recommendation for the transaction, the Independent Committees considered, with the assistance of their external advisors, a variety of factors, such that the Exchange Ratio was not determined based on a single criterion, but on a combination of various criteria.

Not applicable, given that the Share Incorporation does not involve a split-off.

Not applicable.

Pursuant to Article 264 of the Brazilian Corporations Law, an appraisal report was prepared containing the calculation of the Exchange Ratio of the shares held by the non-controlling shareholders of BRF, based on the market value of the shareholders’ equity of Marfrig and BRF, evaluated in accordance to the same criteria and as of December 31, 2024, at market prices (“Article 264 Appraisal Report”).

If the exchange ratio resulting from the Share Incorporation were calculated based on the Article 264 Appraisal Report, 2.26148341591578 ordinary shares of Marfrig would be delivered for each 1 (one) ordinary share of BRF held by the shareholders of BRF (excluding Marfrig).

As provided in Articles 137 and 252, paragraph 2, of the Brazilian Corporations Law, the Share Incorporation, if approved, will entitle the holders of shares issued by the Companies to the right of withdrawal.

The right of withdrawal will be guaranteed to the shareholders of each of the Companies who (i) have been holders of shares issued by Marfrig or BRF, as the case may be, uninterruptedly from the date of disclosure of this joint material fact (inclusive) until the Closing Date; (ii) do not vote in favor of the Share Incorporation, abstain from voting, or do not attend the Marfrig EGM or the BRF EGM, as the case may be; and (iii) expressly manifest their intention to exercise the right of withdrawal within 30 (thirty) days from the date of publication of the minutes of the Marfrig EGM or the BRF EGM, as the case may be (“Dissenting Shareholders”).

As described in item 8 above, it is observed that the exchange ratio calculated based on the Article 264 Appraisal Report is more advantageous to the shareholders of BRF when compared to the Exchange Ratio.

Therefore, the provisions of Article 264, paragraph 3, of the Brazilian Corporations Law will apply and the Dissenting Shareholders of BRF may opt between (i) the reimbursement value fixed in accordance with Article 45 of the Brazilian Corporations Law, that corresponds to R$9.43 (nine reais and forty-three cents) per share, as mentioned above; or (ii) the shareholders’ equity per share of BRF, determined based on the Article 264 Appraisal Report, which corresponds to R$19.89 (nineteen reais and eighty-nine cents.) per share.

Additional information regarding the matters described in this material fact will be promptly disclosed by the Companies in accordance with applicable legislation and regulations.

São Paulo, May 15, 2025.