It is attached herein the announcement, the proposals of corporate resolutions, the Annual Report on

Remuneration, the Board’s Report on the proposals to amend the articles of association and the rules of the

general shareholders’ meeting and the Board’s report on the proposal for delegation to the Board of the

power to increase the capital stock.

Avda. de Europa 24, Parque Empresarial La Moraleja, 28108 Alcobendas (Madrid)

Tel: (91) 4842700 Fax: (91) 661 53 45

STOCK EXCHANGE COMMISSION

Attn: Mr. Rodrigo Buenaventura

Head of Secondary Markets

Directorate-General of Markets

C/ Serrano, 47

28001 Madrid

Madrid, April 26, 2012

Dear Sir:

In accordance with the provisions of Article 82 of Securities Market Act 24/1988, of July

28, 1988, notice of the following Material Fact is hereby served, for its inclusion on the

public registers of this Stock Exchange Commission:

On its meetings held on February 29th and April 25

th, the Board of Directors of Campofrio

Food Group, S.A. (“Campofrio” or the “Company”) has agreed to call an Ordinary

Shareholders’ Meeting of the Company, to be held on May 29, 2012 at first call and May

30, 2012 at second call, the attached call notice for which will be published shortly.

Very truly yours,

The Secretary of the Board of Directors

Campofrío Food Group, S.A.

Signed: Alfredo Sanfeliz Mezquita

CAMPOFRÍO FOOD GROUP, SOCIEDAD ANÓNIMA

JUNTA GENERAL ORDINARIA DE ACCIONISTAS El Consejo de Administración de CAMPOFRÍO FOOD GROUP, SOCIEDAD ANÓNIMA, en cumplimiento de lo establecido en el artículo 13 de los Estatutos sociales y en la Ley de Sociedades de Capital, ha acordado convocar Junta General Ordinaria de Accionistas a celebrar el día 29 de mayo de 2012, a las 12.00 horas en primera convocatoria, en el edificio Torona, Avda. de Europa, 24, Parque Empresarial La Moraleja, Alcobendas, 28108 (Madrid), y, en su caso, el día siguiente, en el mismo lugar y a la misma hora, en segunda convocatoria, a fin de deliberar y resolver sobre el siguiente:

ORDEN DEL DÍA

Primero.- Examen y aprobación, en su caso, de las Cuentas Anuales (balance, cuenta

de pérdidas y ganancias, estado de cambios en el patrimonio neto, estado de flujos de

efectivo y memoria) e Informes de Gestión, Individuales y Consolidados,

correspondientes al ejercicio cerrado a 31 de diciembre de 2011, propuesta de

aplicación del resultado correspondiente al ejercicio 2011 y reclasificación de reserva

voluntaria a reserva por fondo de comercio y reserva legal.

Segundo.- Examen y aprobación, en su caso, de la gestión del Consejo de

Administración correspondiente al ejercicio 2011.

Tercero.- Examen y aprobación, en su caso, de la modificación de los artículos 13, 14 y

20 de los Estatutos sociales.

Cuarto.- Examen y aprobación, en su caso, de la modificación de los artículos 9, 11,

12, 14 y 24 del Reglamento de la Junta General de Accionistas.

Quinto.- Examen y aprobación en su caso de la creación de la Sede electrónica.

Sexto.- Sometimiento a votación con carácter consultivo del informe anual sobre la

política de remuneraciones de los consejeros.

Séptimo.- Examen y aprobación, en su caso, de la delegación en el Consejo de

Administración de la facultad de acordar el aumento de capital social, a tenor de lo

previsto en el artículo 297.1.b) de la Ley de Sociedades de Capital, con facultad de

excluir, en su caso, el derecho de suscripción preferente de conformidad con el artículo

506 de la Ley de Sociedades de Capital.

Octavo.- Examen y aprobación, en su caso, de la delegación a favor del Consejo de

Administración, con expresa facultad de sustitución, de la facultad para emitir, por el

plazo máximo de cinco años, obligaciones simples, bonos, warrants y/o otros valores

que creen o reconozcan deuda, y para garantizar las emisiones de valores de terceros,

dejando sin efecto, en la cuantía no utilizada, la delegación acordada por la Junta

General de Accionistas celebrada el 22 de junio de 2010.

Noveno.- Examen y aprobación, en su caso, de la autorización para la adquisición

derivativa de acciones propias.

Décimo.- Examen y aprobación, en su caso, del nombramiento de miembro del Consejo

de Administración

Undécimo.- Examen y aprobación, en su caso, de la autorización para la entrega de

opciones sobre acciones de la Sociedad, en el marco de un plan de incentivos para

Consejeros y Directivos.

Duodécimo.- Examen y aprobación, en su caso, de la delegación de facultades en favor

del Consejo de Administración para la interpretación, aplicación, ejecución y

desarrollo de los acuerdos adoptados por la Junta General que lo precisen; incluidas

las subsanaciones necesarias para dar cumplimiento a cuantos requisitos fueren

precisos, bien para su eficacia o para su inscripción registral.

Décimotercero.- Examen y aprobación, en su caso, del otorgamiento de facultades para

elevar a documento público los acuerdos de la Junta general que lo precisen o hayan

de inscribirse en los Registros públicos, así como para ejecutar dichos acuerdos.

El Consejo de Administración ha hecho uso del derecho que les confiere el artículo 203.1 de la Ley de Sociedades de Capital y el artículo 101 y siguientes del Reglamento del Registro Mercantil, por lo que se levantará acta con intervención notarial. DERECHO DE INFORMACION Y COMPLEMENTO DE CONVOCATORIA

De conformidad con lo previsto en los artículos 197, 287 y 520 de la Ley de Sociedades de Capital, hasta el séptimo día anterior al previsto para la celebración de la junta, los accionistas podrán solicitar de los administradores, acerca de los asuntos comprendidos en el orden del día, las informaciones o aclaraciones que estimen precisas, o formular por escrito las preguntas que estimen pertinentes. Los accionistas podrán solicitar informaciones o aclaraciones o formular preguntas por escrito acerca de la información accesible al público que se hubiera facilitado por la sociedad a la Comisión Nacional del Mercado de Valores desde la celebración de la última junta general y acerca del informe del auditor, excepto cuando, con anterioridad a su formulación, la información

solicitada esté clara y directamente disponible para todos los accionistas en la página web bajo el formato pregunta-respuesta.

Asimismo, de acuerdo con la ley de Sociedades de Capital y los Estatutos Sociales, a partir de la convocatoria de la Junta General, cualquier accionista podrá examinar en el domicilio social y, en su caso, obtener de la sociedad, de forma inmediata y gratuita, los documentos que han de ser sometidos a la aprobación o consideración de la misma así como solicitar la entrega o el envío gratuito de los mismos, entre los que se encuentran:

- Las Cuentas Anuales e Informes de Gestión correspondientes al ejercicio 2011 de la Sociedad y de su Grupo Consolidado, así como los Informes de los Auditores de Cuentas, de acuerdo con el artículo 272.2 de la Ley de Sociedades de Capital.

- El texto íntegro de las propuestas de acuerdo sometidas por el Consejo de Administración a la Junta.

- El Informe de Gobierno Corporativo correspondiente al ejercicio 2011 aprobado por el Consejo de Administración.

- Informe Anual de Remuneraciones, de la Política de Remuneraciones aprobada por el Consejo de Administración para el año en curso y para años futuros, el resumen global de la aplicación de la política de remuneraciones durante el ejercicio y el detalle de las retribuciones individuales devengadas por los Consejeros.

- Informe del Consejo sobre la propuesta de modificación de Estatutos Sociales y del Reglamento de la Junta General de Accionistas incluidas en los puntos tercero y cuarto del orden del día.

- Informe del Consejo sobre la propuesta de delegación al Consejo de la facultad de acordar el aumento de capital social, con facultad de excluir, en su caso, el derecho de suscripción preferente incluido en el punto séptimo del orden del día.

Los citados documentos podrán ser también consultados en la página web de la compañía: www.campofriofoodgroup.com De conformidad con lo dispuesto en el artículo 519 de la Ley de Sociedades de Capital, los accionistas que representen, al menos, el cinco por ciento del capital social, podrán solicitar que se publique un complemento a la convocatoria de la presente Junta, incluyendo uno o más puntos del orden del día siempre que los nuevos puntos vayan acompañados de una justificación, o en su caso, de una propuesta de acuerdo justificada. Asimismo, los accionistas que representen, al menos, el cinco por ciento del capital social, podrán presentar propuestas fundamentadas de acuerdo sobre asuntos ya incluidos o que deban incluirse en el orden del día de la junta convocada. El ejercicio de estos derechos deberá hacerse mediante notificación fehaciente que habrá de recibirse en el domicilio social dentro de los cinco días siguientes a la publicación de la convocatoria.

FORO ELECTRÓNICO DE ACCIONISTAS

Con arreglo a lo dispuesto en el artículo 539.2 de la Ley de Sociedades de Capital, CAMPOFRÍO FOOD GROUP, S.A. ha habilitado un Foro Electrónico de Accionistas en su página web (www.campofriofoodgroup.com), con ocasión de la convocatoria de la próxima Junta General, al que podrán acceder con las debidas garantías tanto los accionistas individuales como las asociaciones voluntarias que se puedan constituir de acuerdo con la normativa vigente, con el fin de facilitar su comunicación con carácter previo a la celebración de dicha Junta General.

DERECHO DE ASISTENCIA Y VOTO Podrán asistir a la Junta o delegar su voto los accionistas que con al menos cinco días de antelación al de celebración de la Junta en primera convocatoria, consten inscritos en los registros contables de anotaciones en cuenta de la “Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, Sociedad Anónima” (IBERCLEAR) o de cualquiera de las entidades adheridas al mismo, como titulares de DIEZ o más acciones bien propias, representadas o entre propias y representadas, pudiendo en todos los casos agruparse, para alcanzar ese número mínimo de acciones, necesario para poder concurrir a la Junta; lo que se acreditará mediante entrega de las tarjetas de asistencia a Junta que expidan las entidades depositarias de los títulos o adheridas a la mencionada Sociedad. Por consiguiente, los accionistas habrán de asistir a la Junta General provistos del documento nacional de identidad o documento equivalente y de la correspondiente tarjeta de asistencia expedida por la entidad en la que se hubiera realizado el mencionado registro. Los accionistas con derecho de asistencia que no asistan a la Junta General podrán hacerse representar en la misma por medio de otra persona, aunque ésta no sea accionista, cumpliendo los requisitos y formalidades exigidos por la Ley y los estatutos sociales. En los casos de solicitud pública de representación y salvo indicación en contrario del representado, en caso de que el representante esté incurso en un conflicto de interés, se presumirá que el representado ha designado además como representantes, solidaria y sucesivamente, al Presidente de la Junta General, y si éste estuviese en situación de conflicto de interés, al Secretario de la Junta General, y si éste estuviese a su vez en situación de conflicto de interés, al Presidente del Comité de Auditoria. Cuando el documento en que conste la representación o delegación se entregue a la sociedad sin que se establezca expresamente la identificación del representante, se presumirá que el representado ha designado como representantes, solidaria y sucesivamente, a las personas que ostenten los cargos mencionados, siendo de aplicación la misma regla de orden indicada anteriormente. Los accionistas podrán utilizar los formularios para la delegación de voto que se incorporen en la página web. En caso de no impartirse instrucciones de voto respecto de las propuestas contenidas en el orden del día, y salvo que otra cosa se indique en la delegación, se entenderá que el representante votará a favor de las propuestas presentadas por el órgano de

administración. Por el contrario y cuando se trate de puntos que, aún no previstos en el orden del día de la convocatoria, puedan ser tratados en la reunión, en caso de no impartirse instrucciones de voto al respecto, y salvo que otra cosa se indique en la delegación, se entenderá que el representante votará en contra de dichas propuestas. Se permitirá el fraccionamiento de voto por parte de aquellos intermediarios financieros que aparezcan legitimados como accionistas, pero que actúen por cuenta de diferentes clientes, a fin de que puedan emitir sus votos conforme a las instrucciones recibidas de éstos de conformidad con las disposiciones legales aplicables, formulen su solicitud por escrito a la Sociedad en la siguiente dirección: Campofrío Food Group, S.A., Avenida de Europa nº 24, Parque Empresarial La Moraleja, 28108 Alcobendas (Madrid). (Ref.: Voto Fraccionado) y acrediten debidamente la existencia de razones para el fraccionamiento de voto y sea posible el establecimiento de los procedimientos que garanticen su ejecución.

VOTO POR MEDIOS DE COMUNICACIÓN A DISTANCIA

De conformidad con lo establecido en el artículo 17 Bis de los Estatutos Sociales y en el artículo 25 del Reglamento de la Junta General, los accionistas con derecho de asistencia podrán emitir su voto por correo sobre las propuestas relativas a puntos comprendidos en el Orden del Día con carácter previo a la celebración de la Junta, siempre que se garantice debidamente la identidad del sujeto que ejerce sus derechos de voto. Para su validez, el voto emitido por correo habrá de recibirse en el domicilio social antes de las veinticuatro horas del día anterior al previsto para la celebración de la Junta General en primera convocatoria. En caso contrario, el voto se tendrá por no emitido. Los accionistas con derecho de asistencia que emitan su voto a distancia conforme a lo previsto en este apartado, se entenderán como presentes a los efectos de la constitución de la Junta General. La asistencia personal a la Junta General del accionista tendrá el efecto de revocar el voto emitido por correo.

PROTECCIÓN DE DATOS En virtud de la normativa aplicable en materia de protección de datos de carácter personal (Ley Orgánica 15/1999, de 13 de diciembre), se informa a los accionistas de la existencia de un fichero o tratamiento automatizado propiedad de Campofrío Food Group, S.A., en su condición de Responsable del Fichero, con datos de carácter personal facilitados por los accionistas o por las entidades bancarias, Sociedades y Agencias de Valores en las que dichos accionistas tengan depositadas sus acciones, a través de la entidad legalmente habilitada para la llevanza del registro de anotaciones en cuenta, IBERCLEAR, con ocasión de la Junta General convocada en la presente, así como de los que puedan derivarse como consecuencia de la misma. La finalidad de dicho fichero o tratamiento es la gestión y administración de los datos de los

accionistas, y en su caso los de sus representantes, en el ámbito de la Junta General de Accionistas de la Sociedad. Los accionistas o sus representantes podrán ejercitar, bajo los supuestos amparados en la ley, los derechos de acceso, rectificación, cancelación y oposición de los datos del fichero a través de la correspondiente notificación (que deberá incluir la identificación del titular de los derechos mediante fotocopia del documento nacional de identidad) a la siguiente dirección: Campofrío Food Group, S.A., Avenida de Europa nº 24, Parque Empresarial La Moraleja, 28108 Alcobendas (Madrid). (Ref.: Protección de Datos). NOTA: Se prevé que la Junta se celebrará en primera convocatoria.

Fdo.: El Secretario del Consejo de Administración D. Alfredo Sanfeliz Mezquita

CAMPOFRIO FOOD GROUP S.A.

PROPOSALS BY THE BOARD OF DIRECTORS OF AGREEMENTS TO

SUBMIT TO THE GENERAL SHAREHOLDERS MEETING TO BE HELD ON

MAY 29, 2012

First.- Review and approval, if applicable, of the Annual Accounts

(Balance sheet, Profit and loss account, Statement on changes in equity,

Cash flow statement and Notes to the accounts) and Management

Reports, individual and consolidated, corresponding to the fiscal year

closed on December 31, 2011, proposal of application of results

corresponding to fiscal year 2011 and reclassification of voluntary reserve

into goodwill reserve and legal reserve.

The Board proposes to the General Shareholders Meeting the approval of the Annual Accounts (Balance sheet, Profit and loss account, Statement on changes in equity, Cash flow statement and Notes to the accounts) and Management Reports, individual and consolidated for the fiscal year closed on December 31, 2011, both for Campofrío Food Group, S.A. as well as its consolidated group, audited by the entity Ernst & Young Auditores.

The Board of Directors proposes to apply the results of fiscal year 2011 in the terms indicated under section 3 of the Notes to the accounts, and to reclassify 9,107 thousands Euros deriving from voluntary reserves into goodwill reserve (6,838 thousands Euros) and legal reserve (2,269 thousands Euros).

Second.- Analysis and approval, where applicable, of the Board of Directors management corresponding to year 2011. The Board of Directors proposes the approval of its management during fiscal year 2011.

Third.- Analysis and approval, where applicable, of the amendment of

articles 13, 14 and 20 of the Company By-laws. The Board of Directors proposes the approval of the amendment of 13, 14and 20 of the Company By-Laws, accordingly to the proposal of report issued by the Board of Directors of the Company, approved by the Board of Directors in its meeting of February 29, 2012.

Fourth.- Analysis and approval, where applicable, of the amendment of

articles 9,11,12,14 and 24 of the Regulation of the General Shareholders

meeting.

The Board of Directors proposes the approval of the amendment of articles 9,11,12,14 and 24 of the Regulation of the General Shareholders meeting, accordingly to the proposal of report issued by the Board of Directors of the Company, approved by the Board of Directors in its meeting of February 29, 2012. Fifth.- Analysis and approval, where applicable, of the creation of the Electronic Office.

It is proposed, for the purposes of Article 11 bis of the Spanish Corporate Enterprises Act, to endorse the following company website http://www.campofriofoodgroup.com as the Company’s electronic office.

The removal and transfer of the aforementioned company website may be approved by the Company’s administrative body. Sixth.- Non-binding vote on the Annual Report on the compensation policy for directors.

In line with compensation best practices internationally, the Board proposes to the General Shareholders Meeting the approval on this non-binding resolution on the report approved by the Board of Directors on the recommendation of the Appointments and Compensation Committee regarding the compensation policy for directors, which provides the criteria and basis for determining the compensation of its members in FY 2011 and in 2012, an overall summary as to how the compensation policy was applied during the financial year, as well as the details of the individual salaries earned by the directors. The full text thereof has been provided to shareholders as part of the report of the aforementioned committee together with the other documentation for this general meeting.

Seventh.- Analysis and approval, if applicable, of the delegation to the Board of Directors of the power to resolve the increase of capital stock pursuant to article 297.1 b) of the Spanish Companies Act, with power to exclude, if appropriate, the pre-emptive subscription right, pursuant to article 506 of the Spanish Companies Act.

It has been agreed to delegate, rendering without effect, for the term not elapsed, the corresponding resolution adopted by the Shareholders’ Meeting of the Company held on June 24, 2009, to the Board of Directors the power to resolve, one or more times, the increase of capital stock up to a maximum nominal amount of EUR 51,110,411 through the issuance of up to 51,110,411 ordinary shares each with a par value of one (1) Euro, with power to exclude the pre-emptive subscription right pursuant to article 506 of the Spanish Companies Act.

By virtue of this delegation, the Board of Directors is empowered to increase the capital stock in the manner and amount it deems advisable without need of previous consultation to the Shareholders’ Meeting, with authority, if appropriate, to exclude the pre-emptive subscription right, where this is required in the interest of the Company, all the above subject to the terms, limits and conditions contemplated in article 297.1 b) and, where appropriate, article 506 of the Spanish Companies Act and particularly including but not limited to the following:

(a) The increase of capital may be resolved by the Board, one or more times, through the issuance of new ordinary shares each with a par value of one (1) Euro, represented by book entries and with identical voting and economic rights as the rest of the ordinary shares in circulation, the Board of Directors to have authority to establish the date as from which the new shares shall confer the right to share the corporate profits.

(b) The consideration for the new shares shall necessarily consist of new contributions in cash to the capital stock.

(c) In increases of capital resolved exercising this delegation power in which pre-emptive subscription rights are recognized, the price of issuance of the new shares shall be freely established by the Board of Directors exercising the power hereby conferred upon it by the Shareholders’ Meeting, with no limitation other than that arising from article 59.2 the Spanish Companies Act. In such events, the Board of Directors may freely decide on the award of shares not subscribed for in the exercise of pre-emptive subscription rights and establish the possibility of incomplete subscription as provided for in article 311 of the Spanish Companies Act.

(d) In the case of increases resolved exercising this delegation making use of the power to exclude pre-emptive subscription rights, the price of issuance of the new shares shall be freely established by the Board of

Directors, subject to the limits and formalities contemplated in article 506 of the Spanish Companies Act. In such events, the Board of Directors may establish the possibility of incomplete subscription pursuant to article 311 of the Spanish Companies Act.

In addition, the Board of Directors is empowered, for the purposes of the resolutions it may adopt under the authorization granted and with the power of substitution for the benefit of the Directors it deems appropriate, to take such steps and make such arrangements as may be necessary or advisable for the implementation and successful outcome thereof, including, but not limited to, those set forth below:

(i) to appoint and entrust to any entities the duties pertaining to the agent, manager, placer and/or underwriter of the issuances, executing the appropriate agreements with such entities, on the terms they may freely agree;

(ii) to appear before the Spanish Securities Market Commission (Comisión Nacional del Mercado de Valores), the Stock Exchange Manager Companies (Sociedades Rectoras de las Bolsas de

Valores), the Spanish Central Securities Depository (Sociedad de

Gestión de los Sistemas de Registro, Compensación y

Liquidación de Valores – IBERCLEAR) and any other public or private authorities or bodies, and to take any steps and make any arrangements necessary, signing the prospectuses and any other documents necessary or advisable for the effectiveness of the adopted resolutions;

(iii) to request the admission to trading in the Stock Exchanges of the shares issued in the respective increases of capital and their inclusion in the Spanish Stock Market Interconnection System (Continuous Market).

(iv) To apply for any reports pursuant to articles 308 and 506.2 of the Spanish Companies Act, required to proceed, if appropriate, to the exclusion of pre-emptive subscription rights.

This authorization is granted for a maximum term of five years as from the date of the resolution of the Shareholders’ Meeting approving the delegation, and the Board of Directors is expressly empowered, pursuant to article 297.2 of the Spanish Companies Act, to amend the wording, one or more times, of the relevant articles of the Bylaws, after the resolution to increase the capital has been adopted and executed and to request the filing of the increase of capital with the Commercial Registry through any of the procedures contemplated in article 315 of the Spanish Companies Act.

It has been agreed to render without effect each and every of the delegations of power made to the Board of Directors of CAMPOFRÍO FOOD GROUP, S.A. to

increase capital pursuant to article 297.1 b) of the Spanish Companies Act (former article 153.1 b) of the Spanish Corporations Act (Ley de Sociedades Anónimas)) that may be in effect at the date hereof so that, after the adoption of this resolution, only this authorization shall be effective.

Eighth.- Analysis and approval, where applicable of the authorisation of the Board of Directors, with express permission to delegate this power, to issue, for up to five years, ordinary debentures, bonds, warrants and/or other securities that create or recognise a debt, and to guarantee the issue of securities by third-parties, annulling, to the extent not used, the authorisation granted by the General Shareholders’ Meeting of 22 June 2010. It is proposed to authorise the Board of Directors to, in accordance with the applicable general regime and pursuant to the provisions of Article 319 of the Regulations of the Commercial Registry, for a period of five years from the date of this General Shareholders’ Meeting, issue and put into circulation, at the timing of its choosing, debentures, bonds, warrants or any other securities or instruments that create or recognise a debt, in one or more issues, for the amount of its choosing, without any restriction other than, as the case may be and where applicable, that provided for in Article 401 of the Spanish Corporate Enterprises Act and in Article 403 of the aforementioned Act where the issue was guaranteed by third parties. Pursuant to this authorisation, the Board of Directors is expressly authorised to determine all terms and conditions of issue that have not been specifically set by the General Shareholders’ Meeting, including but not limited to, the nominal amount, type of issue, redemption price, currency of issue, form of representation, interest rate, repayment, subordination clauses, issue guarantees, place of issue, governing law and, in general, any other issue terms and conditions, as well as, as the case may be, enter into agreements regarding the establishment of the Syndicate of security holders, appoint the Trustee and approve the ground rules governing legal relations between the Company and the Syndicate of holders of the issued securities. The authorisation also encompasses the power to guarantee, in the form of its choosing, any issues of securities or instruments that create or recognise a debt and that may be carried out by third parties, so long as the funds raised are wholly or partly used to finance the Company or any subsidiary of CAMPOFRIO FOOD GROUP, S.A. The Board of Directors shall also be empowered to, as required or where it feels this necessary, seek the admission to trading on official or unofficial secondary markets, whether organised or otherwise, in Spain or abroad, of the securities issued by the Company under this authorisation, being able in such

circumstances to carry out the formalities and acts required for admission to trading vis-à-vis the appropriate bodies in the various, Spanish or foreign, securities markets, with the broadest possible powers. The Board of Directors is expressly authorised to, in turn, delegate, as per the provisions of Article 249.2 of the Spanish Corporate Enterprises Act, the powers granted under this authorisation to any director and to the Secretary to the Board of Directors and to draw up the appropriate powers of attorney for the exercise of the delegated powers. This resolution annuls, to the extent unused, the authorisation to issue ordinary debentures, bonds, warrants and/or other securities that create or recognise a debt, granted to the Board of Directors by the General Shareholders’ Meeting of 22 June 2010 under item 6 of the agenda. Nineth.- Review and, as the case may be, approval of the authorization to buy back shares.

Annulling for the unelapsed period the resolution approved by the Company’s General Shareholders’ Meeting of 22 June 2010, the Meeting is asked to authorise the Company or its subsidiaries to buy back shares in Campofrio Food Group, S.A., to be held as treasury shares, subject to the following terms and conditions:

1. The acquisition price may not be (i) under the par value of the Company shares in existence on the date of the acquisition, by purchase or any other means, of the shares, or (ii) more than 5% above the stock price in the trading session in which the shares were acquired, by purchase or any other means, or the most recent closing price where the transaction was carried out on a day on which there was no stock price. Shares may nevertheless be acquired at a different price under pre-existing agreements in which the price is determined or can be determined.

2. The authorisation is granted for a period of five years in accordance with the provisions of Article 146 of the Spanish Corporate Enterprises Act.

3. That the par value of the shares directly or indirectly acquired plus those

already held by the acquiring Company and its subsidiaries and, as the case may be, the controlling Company and its subsidiaries does not exceed the current legal maximum, namely 10% of the share capital, as per the provisions of Article 509 of the Spanish Corporate Enterprises Act.

4. That the other terms and conditions of Articles 146 and 509 and

equivalent provisions of the Spanish Corporate Enterprises Act that apply

at any point during the period of validity of this authorisation are complied with.

The purpose of the acquisition may, amongst other things, be their delivery to employees and directors, under share-based payment plans, of stock options or compensation plans linked to the stock price, approved by the Company’s General Shareholders’ Meeting or allocated in the form of dividends to shareholders. Tenth: Appointment of member of the Board of Directors

The Board of Directors proposes the appointment of a new member of the Board, proposing the appointment of Mr. ROBERT ALAIR SHARPE II as new Director of CAMPOFRÍO for the five-year term stipulated in the Articles of Association. Mr. SHARPE shall be classified in the category of Executive Director.

Eleventh.- Authorization to the Board of Directors for the granting of options over shares of the Company, in the framework of an incentive plan for Board members and executives.

In accordance with article 219 of the Capital Companies Act, as well as with article Twenty-five of the Company’s by-laws, the General Shareholders Meeting authorizes the implementation of a retribution system addressed to Board members and executives of the Company and of companies belonging to its consolidation group, consisting in the granting of options over shares of the Company (the “Options Plan”), which eventually may be integrated into a long-term incentive plan, and which main characteristics are contained in this resolution.

1. Object.

The object of the Options Plan is the granting of free options over ordinary shares of the Company to Board members and executives, current or future, of CAMPOFRÍO FOOD GROUP, S.A. and of companies of its group, in the terms indicated below.

Each option shall grant the right to acquire one share of the Company, at the exercise price referred to below, or to receive the difference in cash between said exercise price and the value of the shares, or a combination of both. The Board of Directors shall determine, at the moment of execution and formalization of the Options Plan, the type or types of exercise of the option.

2. Purpose.

The Option Plan is set up on an extraordinary basis, in light of the value which may be created from the implementation of the Strategic Plan 2012-2014, and in particular taking into account the different productivity measures and investment programs contained therein. In this respect, the Option Plan intends to offer the maximum motivational potential to its beneficiaries, in their condition as producers of high added value for the Company, reinforcing their bond with the same and with its objectives, and therefore to reach the results and strategic objectives of the Company on the medium and long term, all of which in accordance with the maximum interest of the Company and its shareholders.

3. Participants.

The Options Plan is addressed to the members of the Board of Directors of the Company who qualify as executive Directors, being the only beneficiaries of this retribution system, in accordance with the guidelines on remuneration included in the Spanish Unified Good Governance Code. Additionally, the Options Plan is addressed to those executives of the Company and of the companies of its consolidation group, current or future, to be determined by the Board of Directors (all the foregoing beneficiaries, jointly, the “Participants”). The Options Plan shall expressly foresee the possibility of Participants joining or leaving the Options Plan in the course of its validity period.

4. Maximum amount and term of the Options Plan.

The maximum amount of options granted in the framework of the Options Plan is 2.000.000 options, and therefore, it involves a maximum of 2.000.000 shares, which represent a percentage of 1,96% of the current share capital of the Company. Of said amount, and as of the date of execution of the Options Plan, the options granted to the Board members of the Company who qualify as executive Directors will amount to a maximum of 450.000 options, corresponding to a maximum of 450.000 shares (0,44 % of the share capital).

The Board of Directors shall determine which part of the options is granted on the date of execution of the Options Plan, and which one is reserved for future incorporations, as well as the determination of the criteria for the individual allocation to each Participant and/or to each group within the Options Plan.

The term of the Options Plan will be of 8 years as of 1 January 2012 (the “Initial Date”).

5. Price, period and conditions of exercise of the option.

The exercise price (the “Exercise Price”) is fixed at Euro 6,43, which is equivalent to the market value of the underlying share at the date 30 December 2011, the market value of the share being the one resulting from the quoting price at closing of the referred Stock Exchange session.

The Participants may exercise the options as from the third anniversary of the Initial Date, and during a 5 year period, until the end of the Options Plan.

Without prejudice of the foregoing, the Board of Directors may foresee that, in the event that the de-listing of the shares of the Company is agreed, the Participants may exercise in advance the options held by them.

The Board of Directors may make the exercise of the options rights conditional on the fulfillment of certain objectives, in the terms to be established in the framework of a long-term incentive plan as referred to above.

6. Correction of the exercise price.

The Board of Directors may set forth correction mechanisms in respect of the Exercise Price, in order to keep unchanged the initial value of the shares and of the underlying shares, in the event that, during the validity of the Options Plan, certain decisions or agreements are adopted which could entail a dilution of the referred initial value.

7. Amendments to the Options Plan.

The Board of Directors (or the persons specially empowered by the latter) may at any time introduce amendments to the Options Plan in order to take any appropriate regime resulting from the application of a normative provision, as well as any adjustments or modifications that may be reasonable or advisable to fulfill the purposes of this Option Plan, both in relation to Participants in Spain and/or any other applicable jurisdiction.

8. Delegation of faculties.

In the broadest terms permitted by Law, the Board of Directors is authorized to develop, complete and execute this agreement in the terms and condition it may deem convenient, and, in particular, to prepare and approve a Regulation or Regulations governing the stock option plan.

Twelfth.- Delegation of powers in favour of the Board of Director to

construe, apply, give effect to, and carry out, those resolutions passed by

the General Meeting which require it, including any corrections which may

be required to comply with any necessary requirements either to give

effect to them or to register them.

In relation to all of the agreements previously adopted, it is proposed to delegate in the Board of Directors of the Company so that they may, with the faculty to in turn delegate to any of its members or the Secretary of the Board, appear before the relevant Mercantile Registries, the Spanish Securities Exchange Commission (CNMV), and any other relevant authorities, official bodies, entities public or private, to sign to such effect any documents, either public or private and fulfilling any burocratic proceeding or action that is required or convenient for the execution of the preceding agreements, and specifically to

the establishment, clarification, precision, modification or interpretation of its content in all of the conditions of the same that were not foreseen by the General Shareholders Meeting, formalizing any complementary documents that may be required, as well as to rectify any errors or omissions that may be appreciated or indicated by the Spanish Securities Exchange Commission (CNMV),the Mercantile Registry and/or any other relevant authorities, agencies or entities.

Thirteenth.- Authorisation to execute in public deeds those General

Meeting resolutions which so require or which have to be registered in

Public Registers, and to give effect to such resolutions.

It is proposed to grant faculties to Mr. Pedro Ballve Lantero and to Mr. Alfredo Sanfeliz Mezquita, so that either indistinctly may execute the agreements adopted during this Shareholders Meeting, extending to such effect any public or private documents that may be required, and duly registering them in the Public Registries and carrying out any complementary actions that may be needed. Approved by the Board of Directors meetings of Campofrio Food Group S.A. held on February 29, 2012 and April 25, 2012.

The Secretary of the Board

ANNUAL REPORT ON REMUNERATION AT CAMPOFRIO FOOD

GROUP, S.A.

__________________________________________________

20120229 _Informe_de_Remuneraciones (English) final

1. INTRODUCTION

This report addresses the remuneration policy of Campofrio Food Group, S.A.

(hereinafter, “Campofrio” or the “Company”) with respect to the members of its

Board of Directors. It is being prepared under the principle of transparency on

remuneration matters. The policy for remunerating the members of the Board of

Directors of Campofrio has been designed following the stipulations of the

Company’s Bylaws and Board Regulations. In addition to continually fine-tuning

its remuneration schemes, bringing them in line with best practice in this area,

Campofrio has adopted the measures required to better align its remuneration

policy with the current environment and to comply with Spain’s Sustainable

Economy Act (Law 2/2011, of 4 March 2011), insofar as it amends Spain’s

Security Markets Act (Law 24/1988, of 28 July 1998), introducing the obligation

for listed companies to publish an annual report on director pay.

The Nomination and Remuneration Committee has prepared this report pursuant

to the provisions of the Company’s Bylaws and Board Regulations, which

expressly stipulate the Board’s duty to establish the remuneration policy and basic

terms of employment of the Company’s senior executives and of the members of

the Board of Directors, acting at the recommendation of the Nomination and

Remuneration Committee. The report duly drafted by the said Committee was

submitted to the full Board for approval, which approval was granted on 29

February 2012.

2. REMUNERATION POLICY

2.1 REMUNERATION POLICY PRINCIPLES

In setting remuneration policy, the Company attempts to ensure the right balance

so that the resulting pay levels are sufficient to enable it to attract and retain

executive and director talent without being perceived as excessive or above

prevailing market practice for the companies Campofrio deems its peers. This

philosophy applies to the remuneration paid to directors in their capacity as such,

to senior management and to executive directors. Against this backdrop, it is

important to analyse, as the Company has been doing in recent years, senior

management and director pay in order to compare it with market practice and to

assess the Company’s competitiveness in this regard and ensure the right balance

in terms of acknowledging the responsibilities assumed by these professionals and

the impact of their efforts on execution of the Group’s management and strategic

policies.

2.2 REGULATIONS APPLICABLE TO REMUNERATION:

Article 25 of the Company’s Bylaws stipulates the following with respect to

director remuneration:

(i) The office of Director shall be remunerated. Such remuneration shall consist

of an annual fixed amount to be decided each year by the company’s Board

of Directors for the year in which such decision is taken. The Board shall also

decide on the criteria for its distribution among the members of the Board.

Such amount shall not exceed the maximum annual amount established by

the General Meeting, which shall be deemed to be effective for the actual

year in course and for years thereinafter, until amendment thereof by the

General Meeting.

(ii) Additionally, the Directors may also receive as remuneration, cumulatively to

the remuneration stipulated in the foregoing section, shares or option rights

over such shares or that are linked to the value thereof, the approval of which

shall require the relevant resolution of the General Shareholders Meeting,

which shall decide on the value of the shares to be taken as a benchmark, the

number of shares to be granted to each Director, the price at which the option

rights may be exercised, the term of application of this system of

remuneration, and any other terms and conditions that it deems appropriate.

The foregoing shall not prevent or restrict any other remuneration agreed to

by the company with its Directors within the scope of an employment

relationship or for the performance of specific professional services.

In addition, article 27 of the Board Regulations stipulates:

(i) Directors shall be entitled to obtain such remuneration as may be

established by the Board of Directors pursuant to the provisions of the

Company Bylaws and in accordance with the report previously issued by

the Appointment and Compensation Committee for any variation.

(ii) The Board shall procure to make the remuneration of directors moderate

inThe Board shall procure that the remuneration of Directors shall be

moderate in light of market conditions pursuant to the provisions of the

Company Bylaws and in terms of nature and criteria, proportional to the

purposes of the Company and the duties assigned to the Board and to each

one of the different categories of Directors referred to in Article 7 of this

Regulation and, in particular, it shall procure that the remuneration of

external Directors is sufficient to compensate their dedication and

qualification, but not as high as to compromise their independence; that

remuneration associated with the Company’s profit takes into account any

reservations set forth in the external auditor’s report which may reduce

such profit, and, in the case of variable remuneration, that the necessary

precautions are taken in order to ensure that remuneration is commensurate

with the professional experience of its recipient and is not dictated by the

general evolution of the markets.

(iii) The Board shall procure that the remuneration of Directors is at all times

governed by any information and transparency rules and standards

applicable from time to time.

2.3 NOMINATION AND REMUNERATION COMMITTEE DUTIES

Article 15 of the Board Regulations lists the following duties vested in the

Nomination and Remuneration Committee:

(i) To propose to the Board of Directors the election, re-election or dismissal of

independent Directors, based on a list prepared by specialized advisories if it

is required by any Director.

(ii) To inform of all the proposals that the Board of Directors makes to the General Meeting regarding the reelection of the Directors, even in cases of

co-decision with the Board of Directors, evaluating quality of work and

dedication to the position.

Reelection of External Independent Directors may not be proposed without

the Committee report indicating that at the time of reelection, none of the

circumstances mentioned in article 19 of this Regulation have been noted.

(iii) To inform the Board of Directors on proposals of dismissal for Directors, which, in the event that it were for a Proprietary or Independent Director,

must be accompanied by a report indicating the reasons for the proposed

dismissal.

(iv) To inform the General Meeting of all proposals made by the Board of

Directors to appoint Directors, taking into account the personal and

professional conditions of each candidate, as well as the needs of the

company’s governing bodies.

(v) To make proposals to the Board of Directors regarding the remuneration policy for Directors and senior officers, the individual remuneration and

other contractual conditions of executive directors and the standard

conditions for senior officer employment contracts, and to oversee

compliance with the remuneration policy set by the Company.

(vi) To inform on all resolution proposals raised to the Board of Directors regarding designation of Directors and appointment from among them of

Managing or Executive Directors, as well as appointment and removal of the

Secretary of the Board, taking into account all legal, by-law and personal

requirements of the proposed candidates.

(vii) To inform on any proposed resolutions submitted to the Board of Directors regarding the appointment and dismissal of senior officers.

(viii) Any other functions within its scope of competence and as requested by the Board of Directors or its Chairman.

For the purposes set out above, any Director may suggest directorship candidates to the

Committee for its consideration.

2.4 COMPOSITION OF THE NOMINATION AND REMUNERATION

COMMITTEE AND MEETING ATTENDANCE RECORD FOR 2011

At 31 December 2011, the Nomination and Remuneration Committee was

configured as follows:

Independent Chairman

Guillermo de la Dehesa Romero

Independent Members

Yiannis Petrides

Juan José Guibelalde Iñurritegui

Members

Charles Larry Pope

Karim Michael Khairallah

Secretary, non-member

Alfredo Sanfeliz Mezquita

The Board Regulations stipulate that the Nomination and Remuneration

Committee be composed of a minimum of three and a maximum of five members.

Executive directors may not be Committee members.

These same Regulations further establish that the Nomination and Remuneration

Committee must hold meetings at the behest of its Chairman, on its own initiative

or at the request of at least two of its members or two of the members of the Board

of Directors, in which case the petition must be addressed to the Committee

Chairman, detailing the proposed agenda.

In 2011, the Nomination and Remuneration Committee met on two occasions.

2.5 FUNCTIONING OF THE NOMINATION AND REMUNERATION

COMMITTEE

As provided in the Board Regulations, the Committee’s sessions are officially

called to order when half its members plus one are in attendance, in person or by

valid proxy. Proxy representation must be bestowed on another member of the

Committee, in writing and addressed to the Chairman.

The Chairman of the Committee must report to the Board on its activity at the first

full Board meeting following Committee meetings. The Committee must justify

its actions and provide the Board with the minutes of its meetings.

In light of the foregoing, it can be said that the Nomination and Remuneration

Committee performs research and analytical work, as well as advising the Board

on matters falling within its remit, submitting recommendations and resolutions to

the Board of Directors for due debate and approval as required on a case by case

basis.

In the course of its meetings and in exercising its duties, the Committee or its

members interview and debate with the Company’s directors and executives as

required, although the definitive deliberations and votes always take place in the

absence of the affected directors or executives due the sensitive nature of the

matters discussed in order to ensure that the proposals made and decisions taken

are as unbiased and autonomous as possible.

2.6 DIRECTOR REMUNERATION POLICY IN 2011

This section addresses the remuneration scheme resulting from the policies

applied in 2011 in respect of calculation of:

� Director remuneration in exchange for discharging the supervisory and

decision-making duties intrinsic to board membership.

� Director remuneration in exchange for discharging executive duties and

senior management remuneration.

2.6.1 Director remuneration in exchange for discharging the supervisory and

decision-making duties intrinsic to board membership.

As provided in article 25 of the Bylaws (as set out in section 2.2 above), the

office of director is remunerated and such remuneration consists of an annual

fixed amount to be decided each year by the company’s Board of Directors.

At the meeting held on 19 June 2007, the Board of Directors resolved to

establish the limit provided for in article 25 of the Bylaws at 1,000,000 euros, an amount deemed to apply to the year in question and all successive years insofar as it

is not amended in the form of a new General Meeting resolution and

notwithstanding the amounts applicable under other specific employment or service

provision agreements.

Accordingly, and based on the documented recommendation of the Nomination

and Remuneration Committee, at its meeting of 12 May 2009, the Board of

Directors agreed to approved the fixed remuneration on the following amounts:

• Members of the Board of Directors: 68,000 euros per annum.

• Chairman of each Committee: 15,000 euros per annum.

• Committee members: 10,000 euros per annum.

These sums are designed to remunerate the directors in their capacity as such

and were established factoring in the responsibilities they assume merely by

virtue of holding office, coupled with the dedication required to carry out their

duties and the knowledge and experience they bring to the management,

oversight and control of the Group.

Having established the above sums, out of caution the Committee has since

decided to freeze these amounts. As a result, on 14 December 2011, the Board

agreed to extend the existing policy, so that the fixed pay accruing to the

members of the Board of Directors was left unchanged.

The following table itemises the remuneration received by each director in this

respect in 2011:

DIRECTORS BOARD OF

DIRECTORS STRATEGY

COMMITTEE AUDIT

COMMITTEE NOMINATION AND

REMUNERATION

COMMITTEE

TOTAL

Yiannis Petrides €68,000 €15,000

(Chairman) N/A €10,000 €93,000

Guillermo de la Dehesa €68,000 N/A €10,000 €15,000 (Chairman) €93,000

Juan José Guibelalde €68,000 N/A €15,000

(Chairman) €10,000 €93,000

Charles Larry Pope €68,000 N/A N/A €10,000 €78,000

Joseph W. Luter IV €68,000 €10,000 N/A N/A €78,000

Karim Michael

Khairallah €68,000 N/A N/A €10,000 €78,000

Caleb Samuel Kramer €68,000 €10,000 N/A N/A €78,000

Luis Serrano €68,000 €10,000 €10,000 N/A €88,000

Pedro Ballvé Lantero €68,000 N/A N/A N/A €68,000

AGGREGATE €747,0001

2.6.2 Director remuneration in exchange for discharging executive duties and

senior management remuneration

(i) Principles applied:

The remuneration policy followed with respect to executive directors is

the same as that applied to senior management since the ultimate goal is

to remunerate these professionals for their executive duties and

performance. It is therefore predicated on the premise that the fixed and

variable components should be adequately balanced: the fixed

1 Having been appointed by the Board of Directors as member of the Audit Committee, on 24 February

2011, Mr. Yannis Petrides was named Chairman of this committee, replacing Mr. Juan José Guibelalde,

which is why the amount receivable by the directors in 2012 will total €757,000.

component needs to be sufficient to compensate them for the

responsibilities assumed and the specifics of each position while bonuses

need to reward these professionals for their job performance as a function

of the targets achieved. The sum of the two components should translate

into a level of remuneration deemed competitive in terms of retaining or

attracting the talent needed to manage the Company.

At present, the Company only has one director who performs executive

duties, Pedro Jose Ballvé Lantero, being applicable the same

remuneration policy of the senior management.

As it does every year, in 2011, the Board, at the recommendation of the

Nomination and Remuneration Committee, reviewed executive

remuneration policy with a view to keeping compensation in line with

market pay at similar companies and to fine-tuning specific situations, as

required, to ensure internal fairness, with the ultimate goal of endowing

Campofrío with an optimal compensation structure in terms of retaining

the talent needed to steer the Company. This review encompassed the

review of the executive component of the remuneration of the

Company’s sole executive director at present.

The structure of the compensation paid to directors for discharging

executive duties and to the Company’s senior officers comprises four

concepts:

(a) Fixed remuneration

(b) Variable remuneration (bonuses)

(c) Stock options

(d) In-kind benefits

(ii) Fixed remuneration:

Fixed remuneration is designed to compensate the executive director for

his skills and knowledge and for the management responsibilities

assumed. It is benchmarked against the compensation paid in the market

by similarly-sized peer companies, while respecting the balance criteria

in place to ensure internal fairness in relation to seniority and

responsibilities.

(iii) Variable remuneration (bonuses):

A fundamental part of the overall compensation package is the provision

of bonuses designed to stimulate executives by setting ambitious but

feasible targets. In this regard, each year the Nomination and

Remuneration Committee carefully analyses the targets used as

benchmarks and the extent to which these are achieved and the

corresponding bonuses accrued. Depending on how ambitious the targets

are considered to be, the Company establishes a wider or narrower band

in order to prevent relatively minor shortfalls vis-à-vis targets from

depriving beneficiaries of their entire bonuses, as this would ultimately

have the effect of discouraging the Company’s executive from agreeing

to ambitious targets. In addition, the targets set need to be quantifiable

and to create value for the Company. They need to be readily measurable

so that their delivery can be properly and objectively gauged.

There are two different variable remuneration schemes:

(a) Short-term: The Annual Remuneration Plan establishes the

mechanisms for determining the annual sum payable in

accordance with the target achievement bands designed and

approved by the Board of Directors each year as a function of

the Company’s annual results and individual job performance

with respect to the targets set.

In 2011, the benchmark performance indicators were EBITDA,

gross profit and the delivery of certain specific project savings.

At the time of drafting this report, the degree of achievement of

the targets and corresponding accruals were pending

assessment by the Nomination and Appointments Committee.

(b) Long-term: Pursuant to the merger protocol entered into for the

merger of Campofrio and Groupe Smithfield, the Board of

Directors approved in 2009 a Long-Term Variable

Remuneration Plan with a three-year (2009-2011) pay scheme,

delivery of which is based on accumulated EBITDA and the

performance of other financial indicators over this three-year

term, pursuant to the business plan approved at the time of the

merger, settlement of which, to the extent that the plan targets

are met, would take place in 2012, following verification of the

degree of delivery. Of the total expense provisioned by the

Company in this respect, 1,607,580 euros corresponds to the

variable remuneration attributable to Pedro Jose Ballvé Lantero

under this scheme in his capacity as executive Chairman.

Should this amount be effectively assessed to have been

accrued, it will be paid in 2012.

Both systems establish the amount receivable in the event that the

defined targets are 100% achieved as a percentage of fixed pay.

(iv) Stock option plans

As part of the abovementioned Long-Term Remuneration Plan, the

Company’s shareholders ratified a resolution in general meeting agreeing

to the grant of up to 1,300,000 stock options to several officers, of which

140,000 have been set aside for Pedro Jose Ballvé Lantero in his capacity

as executive Chairman. These stock options entitle their holders to

acquire one share for every option held. They can be exercised between 1

January 2012 and 31 December 2016. They can also be “net-cash

settled”.

(v) In-kind complements

As do the other senior officers, the executive Chairman receives some of

his remuneration in the form of in-kind benefits such as health, life and

disability insurance. He is also the beneficiary of a Company car. These

benefits are considered to be in line with market practice.

The following table illustrates the remuneration received by Pedro Jose Ballvé Lantero in

2011 in his capacity as executive Chairman for the four pay components outlined in the

present section 2.6.2:

Fixed Remuneration Variable Remuneration Stock Options In-kind Complements

€914,742 €448,224 N/A €154,495

2.7 Remuneration policy for 2012

In terms of future remuneration policy, as of the date of authorising this report for issue,

neither the Board nor the Nomination and Remuneration Committee has any plans to

change prevailing policy, having already confirmed the maintenance in 2012 of the

fixed sums paid to the directors in their capacity as board and board committee

members, as disclosed in section 2.6.1 above.

Nevertheless, the Board and the Nomination and Remuneration Committee are aware of

the importance of keeping remuneration competitive relative to market terms and trends

and the best practices followed by the governing bodies of the companies it tracks most

closely, just as it benchmarks senior management pay. This requires continually

checking that compensation, particularly bonuses, is compatible with shareholder value

creation, all this, in a context of sustainable development of the Company’s activities.

Within this policy, the Board’s criterion is to continue to earmark a significant

percentage of compensation to variable remuneration by establishing targets to be met

during the terms of all applicable compensation schemes.

Specifically with respect to 2012, the annual variable remuneration plan targets are

benchmarked to EBITDA and to implementation and execution of a series of specific

plans intended to overhaul certain of the Company’s business areas and practices.

Lastly, it should be noted that one of the points on the agendas of the Nomination and

Remuneration Committee and the Board for the year ahead, in light of completion of the

2009-2011 long-term compensation scheme, is to draft and implement a new long-term

scheme in order to stimulate the Company’s senior management, including its executive

directors, encouraging them to achieve the Company’s multi-year plans, targets and

strategic initiatives and to reward them for their achievements.

CAMPOFRÍO FOOD GROUP, S.A.

REPORT BY THE COMPANY’S BOARD OF DIRECTOR ON THE PROPOSALS TO AMEND THE ARTICLES OF ASSOCIATION AND ON THE PROPOSAL TO

AMEND THE RULES OF THE GENERAL SHAREHOLDERS’ MEETING DEALT WITH IN ITEMS THIRD AND FOURTH OF THE AGENDA OF THE GENERAL SHAREHOLDERS’ MEETING SCHEDULED TO BE HELD ON 29

MAY 2012, UPON FIRST CALL, AND THE FOLLOWING DAY 30 MAY, UPON SECOND CALL

(ITEMS THIRD AND FOURTH OF THE AGENDA)

The Board of Directors of CAMPOFRÍO FOOD GROUP, S.A. (the “Company”), at its meeting

of 29 February 2012, resolved to submit for the consideration of and, as the case may be, approval

by the Company’s Ordinary General Meeting each of the proposals to amend the Articles of

Association and the Rules of the General Shareholders’ Meeting, intended to bring the provisions

thereof into line with the amendments made by Act 25/2011, of 1 August, partly reforming the

Spanish Corporate Enterprises Act and transposing Directive 2007/36/EC of the European

Parliament and of the Council of 11 July on the exercise of certain rights of shareholders in listed

companies (“Act 25/2011”).

By issuing this Report, the Board of Directors complies with the provisions of article 286 of the

Capital Companies Act, as it explains and justifies each of the proposals for amendment of the By-

laws and the Regulations governing General Shareholders Meetings which are submitted for

consideration by the Ordinary General Shareholders Meeting.

1. Background Information and Justification

As indicated above, the purpose of the amendment of the By-laws and of the Regulations

governing General Shareholders Meetings is to adapt the content thereof to certain modifications in

the corporate laws introduced by the Act 25/2011

It is put on record that pursuant to and in compliance with the provisions of article 3 of the

Regulation of the General Shareholders Meeting, the Audit Committee of the Company has

previously issued a favourable opinion regarding the proposed amendment of such Regulation.

The modifications now proposed and analysed in detail below affecting the By-laws and the

Regulation of the General Shareholders Meeting are a necessary consequence of the changes

introduced by the aforementioned corporate laws and relate to formal and material matters.

With respect to the Articles of Association, it is proposed in item THIRD of the agenda to amend

articles thirteen, fourteen and twenty, with a view to making the following material changes:

(i) Article Thirteen: The “Addendum to Notice of General Shareholders’ Meeting” regime is

altered in order to incorporate the changes introduced by Article 519 of Act 25/2011,

which allows items to be put on the notice agenda, although solely for Ordinary General

Meetings, provided the new items are accompanied by a justification or, as the case may

be, by a justified draft resolution. Furthermore, it gives shareholders representing at least

five percent of the share capital the right to submit justified draft resolutions on items

already on the agenda or on items that need to be put on the meeting agenda.

(ii) Article Fourteen: The rules governing “Representation at General Meetings” are enhanced,

providing that where the shareholder who has appointed a proxy holder has given

instructions, the proxy holder must vote in line with them and shall be required to keep the

instructions for a period of one year from the date on which the meeting in question is held.

(iii) Article Twenty: One third of Board members shall henceforth be empowered to call a

board meeting, where the Chairman had been so asked but failed to do so, without

providing reasonable grounds, within a month.

With respect to the Rules of the General Shareholders’ Meeting, it is proposed in item FOURTH of

the agenda to materially change articles nine, eleven, twelve, fourteen and twenty-four as follows:

i. Article Nine: The content of the meeting notice on the website is expanded, with the details

introduced in Articles 174 and 517 of Act 25/2011 being added.

ii. Article Eleven: Shareholder powers with respect to the Agenda and the submission of new

draft resolutions are amended, in order to incorporate the changes introduced by Article 519 of

Act 25/2011, which allows items to be put on the notice agenda, although solely for Ordinary

General Meetings, provided the new items are accompanied by a justification or, as the case

may be, by a justified draft resolution. Furthermore, it gives shareholders representing at least

five percent of the share capital the right to submit justified draft resolutions on items already

on the agenda or on items that need to be put on the meeting agenda.

iii. Article Twelve: Shareholders’ right of information is restricted in situations where the

requested information is clear and readily available to all shareholders on the company’s

website in a Q&A format.

iv. Article Fourteen: The rules governing “Representation at General Meetings” are enhanced,

providing that where the shareholder who has appointed a proxy holder has given instructions,

the proxy holder must vote in line with them and shall be required to keep the instructions for a

period of one year from the date on which the meeting in question is held.

v. Article Twenty-four: It is pointed out that the legal provisions in force at any given moment

shall apply to the rules on the splitting of shareholder votes.

2. Proposed Resolutions

The full text of the resolutions submitted for approval by the Ordinary General Shareholders

Meeting in item numbers THIRD and FOURTH of the agenda is as follows:

THIRD -Review and approval, if appropriate, of the amendment of articles 13, 14 and 20 of the

By-laws.

To approve the amendment of articles 13, 14, and 20 of the By-laws, which shall hereinafter read

as follows:

ARTICLE THIRTEEN

Notice of Meeting

General Meetings shall be called by the Board of Directors in

accordance with the Capital Companies Act.

Right to Information

In addition to the legal requirements, and when so required by the

Business Companies Act, the notice of meeting shall also indicate the

right of shareholders to examine at the registered office, and where

applicable, to immediately obtain free of charge, the documents to be

submitted for approval by the General Meeting and the expert reports

stipulated in the aforementioned Act. When a legal provision lays down

other requirements for general meetings discussing specific matters, this

article shall not apply, and the specific provisions in each case shall be

observed.

Additional Notice of

Meeting and Proposal

of New Resolutions

The shareholders representing the minimum percentage of share capital

established for this purpose in the Business Companies Act may request

that an additional Notice of Ordinary General Shareholders Meeting be

published, including one or more items on the Agenda, in which case, the

provisions of the Business Companies Act shall be observed. In the event

of exercise of such right by shareholders with a holding below the legally

established minimum, the Board of Directors may freely decide whether

or not to grant such request.

That right may in no case be exercised in respect of the call of an

Extraordinary General Meeting.

Shareholders representing the relevant percentage required by the

Capital Companies Act may, within the same term as indicated in the

preceding subsection, present supported proposed resolutions regarding

matters already included or that should be included on the agenda for the

meeting called.

ARTICLE FOURTEEN

Right of Attendance.

Minimum

Shareholding

Requirement.

Pooling.

Those shareholders recorded as such in the account entries of the

company’s books may attend the General Meeting, providing notice of

their attendance five days before the date when the General Meeting is to

be held. Shareholders may attend the General meetings themselves or by

means of proxy, provided that they have a minimum of 10 shares, either

own shares, represented shares or both own and represented shares, and

may in any event, pool their shares to attain the minimum number

required to be able to attend the General Meeting.

Attendance by the

Board and Managers

Directors shall attend General Meetings. The meetings may also be

attended by managers, technical staff and other persons related to the

Company whose attendance is deemed to be appropriate by the Board in

view of the items included on the Agenda.

Proxy

Any shareholder entitled to attend may appoint another person as proxy

to represent them at the General Meeting, even if such person is not a

shareholder in the manner and subject to the requirements referred to

above and under the legal provisions applicable from time to time.

The proxy shall be specific for each meeting and must be granted in

writing or by means of remote communication, provided that these means

sufficiently guarantee the identity of the represented shareholder and

fulfill the requirements established or to be established for remote means

of voting, in accordance with these By-laws.

If instructions have been issued by the shareholder conferring the proxy,

the proxy will vote in accordance therewith and will be required to

preserve the instructions for one year after the holding of the

corresponding meeting.

Proxy Solicitation

In the event of proxy solicitation, the provisions of the Capital Companies

Act, and where applicable, those governing listed companies in the

Securities Markets Act shall apply.

Unless express instructions are given otherwise by the shareholder, in the

event that the proxy holder is affected by a conflict of interest, it shall be

assumed that the shareholder has also appointed as proxy holders, jointly

and severally and successively, the Chairman of the General

Shareholders Meeting, and if he/she is affected by a conflict of interest,

the Secretary of the General Shareholder Meeting, and if the later is

affected by a conflict of interest, the Chairman of the Audit committee.

When the proxy is delivered to the company without express identification

of the proxy holder, it shall be assumed that the shareholder has

appointed as proxy holders the persons holding the aforementioned

offices, and the rule set forth in the foregoing paragraph shall apply.

The proxy may also include any other items that are not included on the

Agenda, but which may be discussed at the meeting, when permitted by

the law. In this case, the indications made in the foregoing paragraphs

shall also apply. In the event that the proxy does not include voting

instructions as to the proposals on the Agenda, unless otherwise

indicated in the proxy, it shall be understood that the proxy holder shall

vote in favor of the proposals submitted by the Board of Directors.

Conversely, when items are to be discussed at the meeting that are not

included on the Agenda, in the event that the proxy does not include

voting instructions in this respect, unless otherwise indicated in the

proxy, it shall be understood that the proxy holder shall vote against

those proposals.

ARTICLE TWENTY

Meetings 1. The Board of Directors shall meet whenever the interests of the

Company so advise and at least three times a year, and at the initiative of

the Chairman, as many times as he/she deems appropriate for the proper

running of the Company or when so requested by any of the Committees,

if appointed, or by one third of the Directors.

Likewise, when the person holding office as Chairman has the capacity of

executive director/senior executive of the Company, the Board may

authorize one of its independent directors on a permanent basis to

request that the Chairman call a meeting of the Board or include new

items on the Agenda.

2. Notice of ordinary meetings shall be sent by letter, fax, telegram or

electronic mail and shall be signed by the Chairman or the Secretary

under the instructions of the Chairman in witness of their approval.

Notice shall be sent at least seven days in advance.

Directors comprising at least one third of the members of the Board may

call a meeting of the Board of Directors, indicating the agenda, to be

held at the location of the registered office, if, after a request to the

chairman, he has not made the call within a term of one month without

just cause.

Notice of the meeting shall always include the Agenda for the meeting

and shall be accompanied by the relevant information duly summarized

and prepared, in accordance with the applicable legislation.

3. Extraordinary meetings of the Board may be called by telephone, and

the notice period and other requirements set out in the foregoing section

shall not apply when, in the Chairman’s opinion, the circumstances so

dictate.

4. The Board shall draw up an annual schedule of ordinary meetings, and

where possible, shall have a formal list of matters to be addressed. In

accordance with the provisions of the Regulation of the Board, the Board

shall set aside at least one meeting a year to assess its procedure and the

quality of its work.

FOURTH-Review and approval, if appropriate, of the amendment of articles 9,11,12,14 y 24 of

the Regulation of the Gereral Shareholders’ Meeting

To approve the amendment of articles 9, 11, 12, 14 and 24 of the Regulation of the General

Shareholders’s Meeting,, which shall hereinafter read as follows:

Article 9.- Content of the notice of meeting on the website.

The notice for the General Shareholders Meeting included on the company website must include,

at least:

a) A complete list of all items included on the agenda.

b) The full text of the resolution proposals to be voted on by the General Meeting with respect

to the items included on the agenda.

c) As regards those proposals subject to requirements for the amendment of the By-laws, the

full text of the reports drawn up by the Board of Directors or the shareholders who drafted

the proposal, which must be worded clearly and accurately.

d) The full text of the annual accounts, the management report and the auditing report to be

approved by the Ordinary General Shareholders Meeting, as well as the same documents

relating to the consolidated accounts.

e) The full text of the Annual Report on corporate governance submitted to the Ordinary

General Shareholders Meeting.

f) The full text of the reports or certificates issued by auditors or independent experts with

respect to the resolutions to be adopted, where applicable.

g) The date by which a shareholder must have registered its shares in its name in order to

participate in voting at the general meeting.

h) The place and manner for obtaining the full text of the documents and proposed

resolutions, and the URL of the company's website on which the information will be

available.

i) The right to request information, to include points on the agenda and to present proposed

resolutions, and the term for exercise thereof.

j) The scheme for proxy voting.

k) The procedures established for remote voting

l) The remaining mandatory items that must be indicated by Law or under the Company By-

laws.

m) Identification of the venue where the Meeting is to be held.

Article 11.- Powers of the shareholders with respect to the agenda and the proposal a new

resolutions.

Any shareholder may submit to the Company, via electronic mail or by means of a letter addressed

to its registered office, any suggestions for the inclusion of new items in the agenda of the General

Meeting and clarification of the verbatim content of such items. The requests must be made clearly

and accurately and must indicate the name of the shareholder and the number of shares held by

them. Requests may not be made by proxy. The provisions of this article shall be construed without

prejudice to the provisions of the following article on shareholders’ right to information with

respect to clarifications of the items included on the agenda. Depending on the number of

suggestions made and the degree of representation provided by the requesting parties, the Board

of Directors may, where applicable, make use of such suggestions when it deems that they

effectively contribute to improving the information available to shareholders, either in the agenda

that is finally published, in the information included on the website relating to the General

Meeting, or in the information or clarifications provided for the General Meeting. In any event,

irrespective of its view of the request or suggestion or for the purpose of giving its opinion, the

Board may request that the shareholder provide proof of their shareholder status and the number

of shares represented by them. Unless the issues raised are of an especially complex nature or

relate to a significant amount, the powers of the Board of Directors established in this article shall

be exercised by the person occupying the position, from time to time, of the Chairman of the Board

or Managing Director, jointly with the Chairman of the Audit Committee. The aforementioned

persons shall also decide jointly on the submission of the matter to the Board of Directors when in

their opinion due prudence so advises.

In accordance with the provisions of the Capital Companies Act and article thirteen of the

Company’s By-laws, the shareholders representing the minimum percentage shareholding

established for this purpose in the Capital Companies Act, may request that an additional notice of

an Ordinary General Shareholders Meeting be published, including one or more items on the

agenda, in which case the provisions of the Capital Companies Act shall apply. In the event of

exercise of such right by shareholders with a shareholding below the legally established minimum,

the Board of Directors shall freely decide whether or not to grant such request. That right may in

no case be exercised in respect of the call of an Extraordinary General Meeting.

Shareholders representing the relevant percentage required by the Capital Companies Act may,

within the same term as indicated in the preceding subsection, present supported proposed

resolutions regarding matters already included or that should be included on the agenda for the

meeting called.

Article 12.- Shareholders’ Right to information.

The Board of Directors shall fulfill its reporting obligations set forth in the Capital Companies Act,

in particular, through the Company’s website, although shareholders may request that such

information be provided in writing, in accordance with the applicable law.

When the matter concerned is of general interest and is not detrimental to the Company’s interests,

the Board of Directors shall request that the report or clarification be posted on the Company’s

website before the date the Meeting is to be held and within the maximum possible time limit.

Requests for information or clarifications under the provisions of this article must be made clearly

and accurately, and must state the shareholder’s name and the number of shares held. Requests

made by proxy shall not be accepted. The Board of Directors may at any time require the

shareholder to provide proof of his/her status as shareholder.

The Board of Directors shall not meet the requests for information or clarification when, in the

Chairman’s opinion, disclosure of the requested information may jeopardize the Company’s

interests, except when the request was made or backed by shareholders representing at least one-

fourth of the share capital. When the request for information or clarification was made by

shareholders representing more than five percent of the share capital, the Board of Directors must

justify its decision not to provide the information in writing, and such document must be made

available to the requesting party or parties at the General Meeting, before discussion of the

agenda and voting.

The Board of Directors is not required to respond to specific questions of the shareholders when,

prior to their being posed, the requested information is clearly and directly available to all

shareholders on the company's website in question and answer format.

Irrespective of the means through which it is exercised, the right of shareholders to information,

includes any information available to the public, provided by the Company to the National

Securities Market Commission (CNMV), in accordance with the provisions of the Capital

Companies Act.

Article 14.- Representation at the General Meeting.

All shareholders with rights of attendance are entitled to be represented at the General

Shareholders Meeting by means of a proxy, even if the representative is not him/herself a

shareholder, in accordance with the provisions set forth by law and the By-laws from time to time.

The proxy must make special reference to each Meeting and be conferred in writing or through any

remote mechanism, provided that in the latter case, the identity of the shareholder is sufficiently

guaranteed and the requirements set forth for the remote exercise of the voting rights under the By-

laws and article 25 of this Regulation are met.The proxy may be conferred solely for voting on

some of the items included on the agenda. With respect to those matters for which a proxy has not

been granted, the shareholder’s shares shall be counted as abstentions, but shall be counted for

the purposes of determining the quorum for the Meeting.

If instructions have been issued by the shareholder conferring the proxy, the proxy will vote in

accordance therewith and will be required to preserve the instructions for one year after the

holding of the corresponding meeting.

Article 24.- Voting.

Following the session of deliberations, the round of voting shall commence. Voting shall be

conducted by means of any procedure that in the opinion of the Chairman of the Meeting clearly

allows the number of voters and votes cast to be ascertained.

Any items deemed to be substantially independent matters shall be voted on separately, in

particular, (i) the appointment or approval of Directors, who must be voted for individually, and

(ii) in the event of amendments to the Company’s By-laws, those amendments affecting each article

or groups of articles deemed to be substantially independent.

Provided that this has been previously requested by the shareholders concerned specifically for

each meeting, that due proof is given of reasons for splitting the vote, and that procedures may be

established to guarantee its execution, the vote may be split by those financial intermediaries

indicated as legitimate shareholders but acting on behalf of various clients, so that they may cast

their votes according to the instructions received from such clients and to the applicable

legislation.

The voting process shall conclude with a declaration by the Chairman of the Meeting of the result

of the vote, who must indicate the number of votes cast in favor and against and the number of

blank votes, in order to conclude whether or not the resolution is valid.

**************

Madrid, 29 February of 2012. Mr. Pedro Ballvé Lantero Mr. Alfredo Sanfeliz Mezquita Chairman Secretary of the Board of Directors

CAMPOFRÍO FOOD GROUP, S.A.

REPORT ISSUED BY THE BOARD OF DIRECTORS OF THE COMPANY ON THE

PROPOSAL FOR DELEGATION TO THE BOARD OF DIRECTORS OF THE POWER

TO INCREASE THE CAPITAL STOCK PURSUANT TO ARTICLES 297.1.B) AND 506

OF THE SPANISH COMPANIES ACT

(ITEM SEVEN OF THE SHAREHOLDERS’ MEETING TO BE HELD ON MAY, 29, 2012)

The Board of Directors of CAMPOFRÍO FOOD GROUP, S.A. at the meeting it held on February,

29, 2012, decided to submit to the consideration of and, if applicable, approval by the Annual

Shareholders’ Meeting of the Company, a proposal for delegation to the Board of Directors of the

power to resolve to increase the capital stock pursuant to articles 297.1 b) and 506 of the Spanish

Companies Act (Ley de Sociedades de Capital).

Through this Report, the Board of Directors complies with articles 286, 296, 308 and 506 of the

Spanish Companies Act, explaining and justifying the proposal submitted to the consideration of

the Shareholders’ Meeting.

1. Background data and economic justification.

The dynamic of every commercial entity and, in particular, the one of listed companies, requires

that its management body has at its disposal, at any moment, appropriate instruments which confer

it the required flexibility in order to adapt the Company’s equity to the needs that may exist at any

moment for the latter and thus attend, by means of the raising of new capital contributions, and for

the amount that is deemed convenient, the financing needs that may exist in the development of its

activity, including, if any, the carrying out of new business projects.

The function of said instruments is to provide sufficient adaptability and autonomy to the Board of

Directors in order to choose at any moment the financing sources which may be more appropriate

for the Company, taking into account the conditions of the financial markets.

In this respect, article 297.1 b) of the Spanish Companies Act allows to the General Shareholders’

Meeting of listed companies to delegate in favour of the Board of Directors the faculty of

approving a capital increase, without the need of adopting a resolution by the General

Shareholders’ Meeting, and therefore, to authorize the Board of Directors to adopt the specific

measures aimed to such issuance.

In accordance with the above and specially taking into account that the delegation of the faculty of

increasing the share capital constitutes the appropriate mechanism so as to let the Company to

adapt its financing structure to its needs at any time, in a flexible and effective way, as indicated

above, the Board of Directors considers it necessary that the General Shareholders’ Meeting

delegates to the Board of Directors the faculty to approve, when appropriate, one or several

increases of share capital, within the limits and fulfilling the requirements established in article

297.1 b) of the Spanish Companies Act.

Likewise, in order that the Board of Directors is able to make an efficient use of the faculty of

increasing the share capital, the speed and the selection of the funding sources is of essence.

Therefore, it is necessary that the Board of Directors is enabled to exclude the pre-emptive rights

corresponding to shareholders. Such faculty is admitted by virtue of article 506 of the Spanish

Companies Act and it shall be exercised by the Board of Directors acting in the benefit of the

corporate interest, provided that the legal requirements established for such purpose are previously

fulfilled.

2. Delegation of the power to increase the capital stock through contributions in cash.

As mentioned in section 1 above and rendering without effect, for the term not elapsed, the

corresponding resolution adopted by the Shareholders’ Meeting of the

Company held on June, 24, 2009, it is submitted to Shareholders’ Meeting of CAMPOFRÍO

FOOD GROUP, S.A., for its consideration and approval, the delegation to the Board of Directors

of the power to resolve, one or more times, the increase of capital stock up to a maximum nominal

amount of EUR 51,110,411.

By virtue of the delegation proposed to the Shareholders’ Meeting, the Board of Directors will be

empowered to increase the capital stock in the manner and in the amount up to the aforementioned

maximum amount that it deems advisable, without previous consultation to the Shareholders’

Meeting and subject to the terms, limits and conditions established in article 297.1 b) of the

Spanish Companies Act and particularly, including but not limited to the following:

(a) The increase of capital may be resolved by the Board, one or more times, through the

issuance of new ordinary shares each with a par value of one (1) Euro, represented by book

entries and with identical voting and economic rights as the rest of the ordinary shares in

circulation, being the Board of Directors authorized to establish the date as from which the

new shares shall confer the right to share the corporate profits.

(b) The consideration for the new shares shall necessarily consist of new contributions in cash

to the capital stock.

(c) In increases of capital resolved exercising this delegation power in which pre-emptive

subscription rights are recognized, the price of issuance of the new shares shall be freely

established by the Board of Directors exercising the power hereby conferred upon it by the

Shareholders’ Meeting, with no limitation other than that arising from article 59.2 the

Spanish Companies Act. In such events, the Board of Directors may freely decide on the

award of shares not subscribed for in the exercise of pre-emptive subscription rights and

establish the possibility of incomplete subscription as provided for in article 311 of the

Spanish Companies Act.

(d) In the case of increases resolved exercising this delegation making use of the power to

exclude pre-emptive subscription rights, the price of issuance of the new shares shall be

freely established by the Board of Directors, subject to the limits and formalities

contemplated in article 506 of the Spanish Companies Act. In such events, the Board of

Directors may establish the possibility of incomplete subscription pursuant to article 311 of

the Spanish Companies Act.

The above authorization is granted for a maximum term of five years as from the date of the

resolution of approval of such delegation by the Shareholders` Meeting.

In addition, it is proposed to render without effect each and every one of the delegations of power

made to the Board of Directors of CAMPOFRÍO FOOD GROUP, S.A. to increase capital pursuant

to article 297.1 b) of the Spanish Companies Act (former article 153.1 b) of the Spanish

Corporations Act (Ley de Sociedades Anónimas)), which are in effect at the date hereof so that,

after the adoption of this resolution, this shall be the only valid authorization.

3. Proposal of resolutions to be submitted to the Shareholders’ Meeting.

The full wording of the resolutions submitted to the Shareholders’ Meeting for approval is set forth

below:

Seventh.- Examination and approval, if applicable, of the delegation to the Board of

Directors of the power to resolve the increase of capital stock pursuant to article 297.1 b) of

the Spanish Companies Act, with power to exclude, if appropriate, the pre-emptive

subscription right, pursuant to article 506 of the Spanish Companies Act.

It has been agreed to delegate, rendering without effect, for the term not elapsed, the corresponding

resolution adopted by the Shareholders’ Meeting of the Company held on June 24, 2009, to the

Board of Directors the power to resolve, one or more times, the increase of capital stock up to a

maximum nominal amount of EUR 51,110,411 through the issuance of up to 51,110,411 ordinary

shares each with a par value of one (1) Euro, with power to exclude the pre-emptive subscription

right pursuant to article 506 of the Spanish Companies Act.

By virtue of this delegation, the Board of Directors is empowered to increase the capital stock in

the manner and amount it deems advisable without need of previous consultation to the

Shareholders’ Meeting, with authority, if appropriate, to exclude the pre-emptive subscription

right, where this is required in the interest of the Company, all the above subject to the terms,

limits and conditions contemplated in article 297.1 b) and, where appropriate, article 506 of the

Spanish Companies Act and particularly including but not limited to the following:

(a) The increase of capital may be resolved by the Board, one or more times, through the

issuance of new ordinary shares each with a par value of one (1) Euro, represented by book

entries and with identical voting and economic rights as the rest of the ordinary shares in

circulation, the Board of Directors to have authority to establish the date as from which the

new shares shall confer the right to share the corporate profits.

(b) The consideration for the new shares shall necessarily consist of new contributions in cash

to the capital stock.

(c) In increases of capital resolved exercising this delegation power in which pre-emptive

subscription rights are recognized, the price of issuance of the new shares shall be freely

established by the Board of Directors exercising the power hereby conferred upon it by the

Shareholders’ Meeting, with no limitation other than that arising from article 59.2 the

Spanish Companies Act. In such events, the Board of Directors may freely decide on the

award of shares not subscribed for in the exercise of pre-emptive subscription rights and

establish the possibility of incomplete subscription as provided for in article 311 of the

Spanish Companies Act.

(d) In the case of increases resolved exercising this delegation making use of the power to

exclude pre-emptive subscription rights, the price of issuance of the new shares shall be

freely established by the Board of Directors, subject to the limits and formalities

contemplated in article 506 of the Spanish Companies Act. In such events, the Board of

Directors may establish the possibility of incomplete subscription pursuant to article 311 of

the Spanish Companies Act.

In addition, the Board of Directors is empowered, for the purposes of the resolutions it may adopt

under the authorization granted and with the power of substitution for the benefit of the Directors it

deems appropriate, to take such steps and make such arrangements as may be necessary or

advisable for the implementation and successful outcome thereof, including, but not limited to,

those set forth below:

(i) to appoint and entrust to any entities the duties pertaining to the agent, manager,

placer and/or underwriter of the issuances, executing the appropriate agreements

with such entities, on the terms they may freely agree;

(ii) to appear before the Spanish Securities Market Commission (Comisión Nacional

del Mercado de Valores), the Stock Exchange Manager Companies (Sociedades

Rectoras de las Bolsas de Valores), the Spanish Central Securities Depository

(Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de

Valores – IBERCLEAR) and any other public or private authorities or bodies, and

to take any steps and make any arrangements necessary, signing the prospectuses

and any other documents necessary or advisable for the effectiveness of the

adopted resolutions;

(iii) to request the admission to trading in the Stock Exchanges of the shares issued in

the respective increases of capital and their inclusion in the Spanish Stock Market

Interconnection System (Continuous Market).

(iv) To apply for any reports pursuant to articles 308 and 506.2 of the Spanish

Companies Act, required to proceed, if appropriate, to the exclusion of pre-

emptive subscription rights.

This authorization is granted for a maximum term of five years as from the date of the resolution of

the Shareholders’ Meeting approving the delegation, and the Board of Directors is expressly

empowered, pursuant to article 297.2 of the Spanish Companies Act, to amend the wording, one or

more times, of the relevant articles of the Bylaws, after the resolution to increase the capital has

been adopted and executed and to request the filing of the increase of capital with the Commercial

Registry through any of the procedures contemplated in article 315 of the Spanish Companies Act.

It has been agreed to render without effect each and every of the delegations of power made to the

Board of Directors of CAMPOFRÍO FOOD GROUP, S.A. to increase capital pursuant to article

297.1 b) of the Spanish Companies Act (former article 153.1 b) of the Spanish Corporations Act

(Ley de Sociedades Anónimas)) that may be in effect at the date hereof so that, after the adoption of

this resolution, only this authorization shall be effective.

Madrid, February 29, 2012.

COUNTERSIGNED THE CHAIRMAN THE SECRETARY