MNPR3 Minupar Participações

Minupar Participações S.A. is a publicly held holding company whose common shares are traded on B3 under the ticker MNPR3. The company was originally incorporated on August 1, 1984, in Lajeado (RS), as Minuano – Exportação, Participação e Administração Ltda., focusing on export trading, equity interests in other companies and the provision of management services to its subsidiaries. On September 14, 1990, the company was converted into a corporation, adopting the name Minupar Participações S.A. and issuing convertible debentures to enable the entry of new shareholders and finance its growth. In this reorganization, shareholders of Companhia Minuano de Alimentos, founded in 1946, were able to exchange their shares for Minupar-issued shares, which consolidated the holding’s role as the control vehicle and corporate structure for the group.

Since then, Minupar Participações has consolidated its role as an investment holding company, concentrating its economic activities in its indirectly controlled subsidiary Companhia Minuano de Alimentos. The direct subsidiaries Valepar S.A. and Sulaves S.A. also have equity participation as their main corporate purpose, so that operating revenue generation is essentially concentrated in Minuano de Alimentos. This company concentrates the industrial and service operations, organized into slaughterhouse activities, production of processed poultry meat products and provision of slaughtering, deboning and meat processing services for third parties. The group’s structure is strongly anchored in an agribusiness complex located in the Lajeado region, in the state of Rio Grande do Sul, which integrates farms, a hatchery, a feed mill and a poultry slaughterhouse, with around 2,300 direct jobs throughout the entire production cycle.

Minupar’s consolidated business model, through Companhia Minuano de Alimentos, combines two main fronts: the production and commercialization of processed chicken meat products and the provision of slaughtering and processing services for third parties. In its 2024 consolidated financial statements, the company reports two operating segments: Industrialized and Services and Processing. The Industrialized segment comprises the production of chicken processed meats, such as sausages, mortadellas, hams, smoked chicken breast, smoked sausages, chicken tidbits and fried chicken skin, produced at the Arroio do Meio (RS) plant and sold in the domestic market under the “Minu” brand and in the international market under the “Minu”, “Royal”, “Minal” and “Saran” brands. The Services and Processing segment covers slaughterhouse activities and outsourced slaughtering, deboning and processing of poultry, as well as the production of animal feed, hatching eggs and breeder rearing.

In 2024, Minupar’s consolidated net revenue totaled R$ 354.9 million, of which 45.0% was generated by the Industrialized segment and 55.0% by the Services and Processing segment. The poultry slaughtering and processing services agreement with a single counterparty is a central element of the services segment, involving the integrated use of grow-out and production farms, a hatchery, a feed mill and a poultry slaughterhouse authorized for exports. In this context, BRF S.A. stands out as the company’s main client in the services segment, accounting for approximately R$ 195.2 million in 2024, equivalent to 55% of Minupar’s consolidated net revenue. This relationship evidences a significant dependence on a single client in outsourced slaughtering and processing operations, while revenue from processed products is more diversified and has no client accounting for more than 10% of revenue in this segment.

Minupar’s commercial activities, via Minuano de Alimentos, combine domestic and foreign markets. In the domestic market, sales of own products in 2024 were mostly concentrated in Rio Grande do Sul, which accounted for around 96% of revenue from this front, with the remainder distributed across other Brazilian states. Distribution is carried out through direct channels, with commercial representatives and an in-house sales team, and indirect channels, via distributors, in proportions close to 50% for each channel. In the foreign market, around 30.5% of 2024 consolidated net revenue came from foreign clients, with exports of chicken sausages and mortadellas to countries in Africa, Europe, North America, South America, the Caribbean and the Middle East. Key destinations include Nigeria, the Netherlands, Guyana, Denmark, the United States, the United Arab Emirates, Spain, Italy, Turkey, France, the United Kingdom, Ireland and other markets, including Islamic ones, which require Halal slaughter certification.

Minupar’s operations are subject to a complex regulatory environment, especially regarding the production of food of animal origin, exports and environmental and labor issues. The subsidiary Companhia Minuano de Alimentos is registered with the Serviço de Inspeção Federal (SIF), linked to the Departamento de Inspeção de Produtos de Origem Animal (DIPOA) of the Ministry of Agriculture, Livestock and Food Supply (MAPA), an essential condition for slaughtering and processing animal products and for export authorization. The company holds specific authorizations required by countries and economic blocs, such as the European Union, China and Japan, which demand international certifications (such as BRC and WQS) and frequent external audits. In addition, the industrial units operate with environmental licenses issued by state and municipal agencies, such as the Secretaria Estadual do Meio Ambiente (SEMA) and the Fundação Estadual de Proteção Ambiental (FEPAM), as well as water use permits, licenses for water abstraction and the use of wood in boilers, in addition to permits for the use of chemicals controlled by the Federal Police and the Army.

From an environmental and social standpoint, Minupar and its main subsidiary use groundwater, surface water and public supply water, with a Water Treatment Plant (ETA) and an Effluent Treatment Plant (ETE) dedicated to treating the liquid waste generated by the industrial plants. Solid waste and effluents undergo treatment or proper disposal processes, in accordance with current environmental requirements. The company is subject to recurring inspections on labor and occupational safety matters by the Ministry of Labor and Employment and the Labor Prosecution Office, complying with specific regulations for the slaughterhouse sector. In line with governance and corporate responsibility practices, the company registers and protects its main brands with the National Institute of Industrial Property (INPI) and in other relevant countries, adopts a policy that prohibits political donations of any kind and restricts financial contributions to charitable, social and educational entities.

Regarding environmental, social and governance (ESG) practices, Minupar did not publish a specific sustainability report in 2024, prioritizing the management of internal challenges, such as the impacts of severe floods in the Taquari Valley in 2020, 2023 and 2024, which affected its industrial operations and required recovery investments. Even so, ESG is included in strategic planning, and in February 2025 the company hired a firm specialized in ESG data measurement, reporting and monitoring, focusing on implementing systems for automated collection and management of indicators. In December 2024, the company received the Great Place to Work (GPTW) seal, reflecting labor and organizational climate indicators considered favorable, with a workforce composed of professionals from more than 40 municipalities and around 20% foreign employees from 16 nationalities. The company also developed an Environmental Policy and is preparing for the future requirements for disclosure of sustainability-related financial information established by IFRS S1 and IFRS S2 standards, expected to take effect as of 2026, in line with its pursuit of greater transparency and structuring of its ESG governance.

Minupar Participações’ recent trajectory has been marked by the management of historical tax liabilities of Companhia Minuano de Alimentos and by extreme weather events that affected its industrial park in the Taquari Valley region. The execution, in April 2025, of a tax settlement agreement with the Office of the Attorney General of the National Treasury, based on a specific settlement program for Rio Grande do Sul, was a major milestone for the regularization of debts registered as federal overdue tax liabilities and for the restoration of the group’s tax compliance status. With this development, the company is beginning a cycle of strategic restructuring focused on financial stabilization, maintenance and modernization of its industrial assets and improvement of management practices, maintaining its focus on the poultry protein chain, both in the production of processed products and in the provision of slaughterhouse services to third parties, with actions concentrated on its main operating subsidiary and with MNPR3 shares representing this holding structure on B3.