NCG060139_Name Ownership Change_20180126

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�Division of Energy, Mineral & Land Resources FOR AGENCY USE ONLY
Date Received
Land Quality Section/Stormwater Permitting Year Month �National Pollutant Discharge Elimination System
NCDENR
Naim GAHOIJOPARMENT
NADTOF
ENVIRONMEIR UNR-RE9OU F PERMIT NAME/OWNERSHIP CHANGE FORM
I. Please enter the permit number for which the change is requested.
NPDES Permit (or) Certificate of Coverage
N C S; 1 ;0;1 1 1 1 N I C I G 10 1 6 1 0 1 1 1 3 9
II. Permit status prior to requested change.
a. Permit issued to (company name): Smithfield Farmland Corp.
b. Person legally responsible for permit: Jeff Wall
First MI Last
General Manager
Title
PO Box 49
Permit Holder Mailing Address
Clinton N.C. 28329
City State Zip
[phone] [phone]
Phone Fax
c. Facility name (discharge): Smithfield - Clinton Plant
d. Facility address: 424 East Railroad Street
Address
Clinton N.C. 28328
City State Zip
e. Facility contact person: Rick M. Bowen [phone]
First / MI /Last Phone
III. Please provide the following for the requested change (revised permit).
a. Request for change is a result o£ ® Change in ownership of the facility
❑ Name change of the facility or owner
If other please explain:
b. Permit issued to (company name): Smithfield Fresh Meats Corp
c. Person legally responsible for permit: Terry Orness
First MI Last
General Manager
RECt�IVE Title
�y {�
PO Box 49
JAN -2 6 2013 Permit Holder Mailing Address
DEClinton N.C. 28329
I�RI��AI�lD Q�H111ItP�( City State Zip
Rif Pli i ��111�1�1� [phone] torness(a,)smithfield.com
Phone E-mail Address
d. Facility name (discharge): Smithfield Fresh Meats Corp - Clinton
e. Facility address: 424 East Railroad Street
Address
Clinton N.C. 28328
City State Zip
f. Facility contact person: Rick M Bowen
First MI Last
[phone] fbowen@,smithfield.com
Phone E-mail Address
IV. Permit contact information (if different from the person legally responsible for the permit)
Revised Jan 27, 2014

NPDES PERMIT NAME/OWNERSHIP CHANGE FORM
Page 2 of 2
Permit contact: Rick M Bowen
First MI Last
Enviommental Manager
Title
PO Box 49
Mailing Address
Clinton N.C. 28329
City State Zip
(910-) 299-3051 fbowenna smithfield.com
Phone E-mail Address
V Will the permitted facility continue to conduct the same industrial activities conducted prior
to this ownership or name change?
® Yes
❑ No (please explain)
VI. Required Items: THIS APPLICATION WILL BE RETURNED UNPROCESSED IF ITEMS
ARE INCOMPLETE OR MISSING:
® This completed application is required for both name change and/or ownership change
requests.
Legal documentation of the transfer of ownership (such as relevant pages of a contract deed,
or a bill of sale) is required for an ownership change request. Articles of incorporation are
not sufficient for an ownership change.
.....................................................................................................................
The certifications below must be completed and signed by both the permit holder prior to the change, and
the new applicant in the case of an ownership change request. For a name change request, the signed
Applicant's Certification is sufficient.
PERMITTEE CERTIFICATION (Permit holder prior to ownership change):
attest that this application for a name/ownership change has been reviewed and is accurate and
complete to the best of my knowledge. I understand that if all required parts of this application are not
completed and that if all required supporting information is not included, this application package will be
returned as incomplete.
Signature Date
APPLICANT CERTIFICATION
1,�, attest that this application for a name/ownership change has been reviewed and is accurate and
complete to the best of my knowledge. I understand that if all required parts of this application are not
completed and that if all required supporting information is not included, this application package will be
returned as incomplete.
hs-
Signature
Date
PLEASE SEND THE COMPLETE APPLICATION PACKAGE TO:
Division of Energy, Mineral and Land Resources
Stormwater Permitting Program
1612 Mail Service Center
Raleigh, North Carolina 27699-1612
Revised Jan. 27, 2014

.4 4
CONTRIBUTION AGREEMENT
This Contribution Agreement (this "Agreement") is entered into with an effective date and
time of 11:51 p.m., Eastern Time, on December 31, 2017 (the "Effective Time") by and between
Smithfield Packaged Meats Corp., a Delaware corporation (the "Contributing Party"), and
Smithfield Fresh Meats Corp., a Delaware corporation (the "Subsidiary").
RECITALS
A. As of the Effective Time, the Contributing Party is the sole stockholder of the
Subsidiary.
B. Prior to the Effective Time, the Contributing Party (i) directly owns all of the issued
and outstanding membership interests (the "Interests") of Premium Pet Health, LLC, a Delaware
limited liability company ("PPH"), and (ii) is the record and beneficial owner of those certain
distribution centers, fresh meat plants and fresh meat assets, properties and contract rights listed
on Exhibit A attached hereto (collectively, the "Contributed Assets").
C. Prior to the Effective Time, PPH may hold certain liabilities and payables owed by
the Contributing Party, and by certain of its subsidiaries that are disregarded as separate from the
Contributing Party for U.S. federal income tax purposes ("DREs"), to PPH (the "PPH
Receivables"), including, for the avoidance of doubt, liabilities and payables acquired or assumed
by, or otherwise transferred to, the Contributing Party (i) in connection with the merger of each of
Stefano Foods, Inc., Smithfield Global Products, Inc. and Smithfield Farmland Corp. with and into
the Contributing Party, and (ii) pursuant to the Distribution Agreement entered into by and between
the Contributing Party and Armour-Eckrich Meats LLC dated as of October 29, 2017.
D. Prior to the Effective Time, PPH may also hold certain liabilities and payables (the
"PPH Payables") owed to Smithfield Foods, Inc., the Contributing Party and certain of their direct
and indirect subsidiaries (collectively, "Smithfield").
E. The Contributing Party has agreed to contribute the Contributed Assets to the
Subsidiary in accordance with the terms and conditions set forth below.
NOW, THEREFORE, in consideration of the premises and for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:
ARTICLE I
TRANSACTIONS
1.1 Pre -Contribution Assignments
(a) Distribution and Acceptance. Immediately prior to the Effective Time, PPH
hereby distributes, assigns, conveys and delivers to the Contributing Party all of PPH's right, title
and interest in and to any and all PPH Receivables, and the Contributing Party hereby accepts such
96179629

distribution, assignment, conveyance and delivery of such PPH Receivables, the composition and
amount of which is to be determined immediately prior to the Effective Time (the "Distribution').
(b) Assumption. Immediately prior to the Effective Time, the Contributing
Party assumes any and all PPH Payables, the composition and amount of which is to be determined
immediately prior to the Effective Time.
1.2 Contribution.
(a) Contribution and Acceptance. Effective as of the Effective Time, the
Contributing Party hereby assigns, transfers, conveys and delivers to the Subsidiary, and the
Subsidiary hereby accepts the assignment, transfer, conveyance and delivery of, the Contributed
Assets, and assumes the related obligations, as a contribution to the capital of the Subsidiary (the
"Contribution').
(b) Excluded Assets. The parties hereby acknowledge and agree that the
Contributing Party owns certain assets and properties in addition to the Contributed Assets
(collectively, the "Excluded Assets"), and that the Excluded Assets are being retained by the
Contributing Party and are not being contributed or transferred as part of the Contribution.
(c) Acknowledgment of Relationship. The parties hereby acknowledge and
agree that the Contributing Party is the sole stockholder of the Subsidiary and that, as such, the
Contributing Party is the holder of 100% of the outstanding stock of the Subsidiary.
(d) General Representations and Warranties of the Contributing Party. The
Contributing Party hereby makes the following representations and warranties to the Subsidiary as
of the Effective Time: (i) the Contributing Party has the capacity and full authority to enter into
this Agreement and to perform the obligations of the Contributing Party under this Agreement;
and (ii) the Contributing Party has not made, and has not contracted for, any assignment, sale,
exchange or other transfer of the Contributed Assets or any portion of them (other than as set forth
in this Agreement).
1.3 Related Actions and Further Assurances.
(a) Related Actions. On and after the Effective Time, and after giving due
regard to subsections (b) and (c) immediately below, each party shall promptly take such actions
as may be reasonably requested in writing by the other party (including, without limitation, the
execution of additional agreements, instruments or documents) for the purpose of evidencing or
effectuating the transactions contemplated by this Agreement (the "Related Transfer Actions").
(b) Specific Actions. Without limiting the scope of the Related Transfer
Actions, the parties specifically acknowledge and agree as follows: (i) if any Contributed Asset is
real property, the parties shall execute a mutually satisfactory deed for the conveyance of such real
property from the Contributing Party to the Subsidiary and shall cause such deed to be recorded in
compliance with applicable law; and (ii) if any Contributed Asset is evidenced by a necessary
instrument of title (other than real property), the parties shall execute appropriate and mutually
satisfactory documentation for the transfer of such title, and shall cause such documentation to be
filed or recorded, as applicable, in accordance with applicable law.
96179629
-2—

(c) No Other Instruments of Transfer. The parties acknowledge and agree that,
except as required by subsection (b) immediately above with respect to any real property and any
property evidenced by a necessary instrument of title, their mutual execution and delivery of this
Agreement shall be sufficient to evidence and effectuate the Contribution, and the parties shall not
require any separate or additional instrument of transfer in connection with the Contribution.
Notwithstanding the above, an additional instrument of transfer with respect to the Contribution
may be executed and delivered with the mutual consent of both the Contributing Party and the
Subsidiary (with the understanding that each such party, in such party's sole discretion, may grant
or withhold any such consent).
1.4 Governing Law and Amendment.
(a) Governing Law. The laws of the State of Delaware (without regard to those
laws involving conflicts or choice of law) shall govern this Agreement and all matters that relate
to its interpretation or enforcement.
(b) Amendment. Amendments to this Agreement shall not be binding, valid or
enforceable unless they are approved in writing by authorized officers of each of the parties.
1.5 Other General Matters.
(a) Disregarded Transfer. It is the intention of the Contributing Party, PPH,
and the Subsidiary that the Pre -Contribution Assignments be disregarded for U.S. federal income
tax purposes.
(b) Section 351 Transfer. It is the intention of the parties that the transfer of any
property (within the meaning of section 351) pursuant to Contribution qualify as a transfer under
section 351 of the Internal Revenue Code of 1986, as amended.
(c) Miscellaneous. This Agreement shall be binding upon, and enforceable
against, the parties and all of their permitted assignees and successors in title or interest. Captions
and headings are used in this Agreement for convenience only and shall not affect its interpretation
or enforcement. Any terms such as "hereby," "herein" and similar references shall be deemed to
refer to this Agreement as a whole, rather than to any particular provision. Terms defined in the
singular in this Agreement shall be deemed to include their respective plurals, and vice versa. Any
prior oral agreements with respect to the subject matter of this Agreement have been integrated
into this Agreement as deemed necessary by the parties and are superseded by this Agreement.
(d) Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed an original and all of which shall constitute, when taken together, a single
binding instrument.
96179629
(Signature Page to Follow)
-3—

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their
duly authorized representatives as of the Effective Time.
Contributing Party: Smithfield Packaged Meats Corp.,
a Delaware corporation
By: �L
Name: Michael H. Cole
Title: Vice President & Secretary
Subsidiary: Smithfield Fresh Meats Corp.,
a Delaware corporation
By: r
Name: Michael H. Cole
Title: Vice President & Secretary
[SIGNATURE PAGE TO SPMC/SFMC CONTRIBUTION AGREEMENT]

a
Exhibit A
Contributed Assets
Contracts related to fresh meats, fresh meats customer lists and other intangibles related to fresh
meats.
Fresh Meats Plants
Smithfield, VA (formerly PPH)
Denver, CO
Orange City, IA
Sioux City, IA
Tarheel, NC
Milan, MO
Salt Lake City, UT
Smithfield North, VA
Denison, IA
Crete, NE
Monmouth, IL
Clinton, NC
Distribution Centers
Clayton, NC
Newport News, VA
Crete, NE
Monmouth, IL
96179629
Exhibit A-1

Delaware o....
The First State
I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT
COPY OF THE CERTIFICATE OF INCORPORATION OF "SMITHFIELD FRESH
MEATS CORP.", FILED IN THIS OFFICE ON THE SIXTH DAY OF
NOVEMBER, A.D. 2017, AT 2:27 O'CLOCK P.M.
AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF
THE AFORESAID CERTIFICATE OF INCORPORATION IS THE EIGHTH DAY OF
NOVEMBER, A.D. 2017 AT 12:01 O'CLOCK A.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE
NEW CASTLE COUNTY RECORDER OF DEEDS.
6605607 8100",'� � �
SR# 20176947282 �F�AW
You may verify this certificate online at corp.delaware.gov/authver.shtml
\q] ---- 3�—
arvy W, awleck. Seactary Of State
Authentication: 203529372
Date: 11-07-17

j
State of Delamare
Secretary of State
Division of Corporations
Delivered 02,27 PAI 11/06/2017
FILED 02,27 I'M 11/062017 CERTIFICATE OF INCORPORATION
SR 20176947282 - File Number 6605607
OF
SMITHFIELD FRESH MEATS CORP,
ARTICLE FIRST
The name of the corporation is Smithfield Fresh Meats Corp. (the "Corporation").
ARTICLE SECOND
The address of the Corporation's Registered Office in the State of Delaware is 1209 Orange
Street, Corporation Trust Center, in the City of Wilmington, County of New Castle, State of
Delaware, 19901. The name of the Registered Agent at such address is The Corporation Trust
Company,
ARTICLE THIRD
The purpose of the Corporation is to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of Delaware, but the
Corporation is not formed to engage in any act or activity requiring the consent or approval of any
state or federal official, department, board, agency or other body without such consent or approval
first being obtained.
ARTICLE FOURTH
The total number of shares of capital stock of the Corporation which the Corporation shall
have authority to issue is 1,000 shares, with no par value.
ARTICLE FIFTH
A. The business and affairs of the Corporation shall be managed by or under the
direction of a board of directors (the "Hoard"), except as may be otherwise provided in the
Delaware General Corporation Law or in this Certificate of Incorporation. If any such provision
is made in this Certificate of Incorporation, the powers and duties conferred or imposed upon the
Board by the Delaware General Corporation law shall be exercised or performed to such extent
and by such person or persons as shall be provided for in this Certificate of Incorporation.
B. Unless and except to the extent that the Bylaws of the Corporation shall be so
required, the election of directors of the Corporation need not be by written ballot.

4 A
ARTICLE SIXTH
The name and mailing address of the incorporator is:
Michael H. Cole
c/o Smithfield Foods, Inc.
200 Commerce Street
Smithfield, Virginia 23430
ARTICLE SEVENTH
The Board is expressly authorized to mace, alter or repeal Bylaws of the Corporation but
the stockholders may make additional Bylaws and may alter or repeal any Bylaw whether adopted
by them or otherwise.
ARTICLE EIGHTH
Whenever a compromise or arrangement is proposed between the Corporation and its
creditors or any class of them and/or between the Corporation and its stockholders or any class of
them, any court of equitable jurisdiction within the State of Delaware may, on the application in a
summary way of the Corporation or of any creditor or stockholder thereof, or on the application
of any receiver or receivers appointed for the Corporation under the provisions of Section 291 of
the Delaware General Corporation Law or on the application of trustees in dissolution or of any
receiver or receivers appointed for the Corporation under the provisions of Section 279 of the
Delaware General Corporation Law order a meeting of the creditors or class of creditors, and/or
of the stockholders or class of stockholders of the Corporation, as the case may be, to be summoned
in such manner as the said court directs. If a majority in number representing three-fourths (3/4)
in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of
the Corporation, as the case may be, agree to any compromise or arrangement and to any
reorganization of the Corporation as a consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by the court to which
the said application has been made, be binding on all the creditors or class of creditors, and/or on
all the of the stockholders or class of stockholders, of the Corporation, as the case may be, and also
on the Corporation.
ARTICLE NINTH
No director of the Corporation shall be liable to the Corporation or its stockholders for
monetary damages for breach or breaches of fiduciary duties as a director, provided that the
provisions of this article shall not eliminate or limit the liability of director (i) for any breach of
the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of the law, (iii) under
Section 174 of the Delaware General Corporation Law, or (iv) for any transaction for which the
director derived an improper personal benefit. The Corporation shall, to the fullest extent permitted
by Section 145 of the Delaware General Corporation Law, as the same may hereafter be amended
2

J R
or supplemented, indemnify any and all directors, officers, employees and agents of the
Corporation whom it shall have power to indemnify under such Section from and against any and
all expenses (including attorneys' fees), judgments, fines, amounts paid in settlement and other
liabilities in respect of all matters referred to in or covered by such Section. The indemnification
provided for herein shall not be deemed exclusive of any other rights to which those indemnified
may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors, or
otherwise, and shall continue as to a person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of the heirs, executors, administrators and personal
representatives of such director, officer, employee or agent. No amendment to or repeal of this
Article NINTH shall apply to or have any effect on the liability or aIIeged liability of any person
for or with respect to any acts or omissions of such person occurring prior to such amendment or
repeal.
ARTICLE TENTH
This Certificate of Incorporation shall be effective as of 12;01 a.m., Eastern Time, on
November 8, 2017.
[Signature Page Follows]

•
9 E
IN WITNESS WHEREOF, I have signed this certificate of incorporation this 3rd day of
November, 2017.
"AV C-�
Michael I -I. tole
Incorporator
[Signature Page to Smithfield Fresh Meats Corp. Certificate of Incorporation]

Form
w®Request
fov Taxpayer
Give Form to the
(Rev December2reas
Q„• entKBcati®n plumber and Certification
alt 1 1�3 ac til
entitles, It is your employer Identification number (EIN) If you do not have a number, see How to get a
requester. Do not
DepartmentInternal
of er ice
Revenue
Internal Revenue Service
send to the IRS.
or
1 Name (as shown on your income tax return) Name is required on this line; do not leave this line blank
Employer identification number
guidelines on whose number to enter
SMITHFIELD PACKAGED MEATS CORP.
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2 Business name/disregarded entity name, if different from above
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3 Check appropriate box for federal tax classification, check only one of the following seven boxes
4 Exemptions (codes apply only to
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Individual/sole proprietor or
❑ p p ❑✓ C Corporation ❑ S Corporation ❑ Partnership Trust/estate
certain entities, not individuals, see
CX o single
-member LLC
instructions on page 3)
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EJLimited liability company Enter the tax classification (C=C corporation, S=S corporation, P=partnership)
Exempt payee code (it any) 5
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Note. For a single -member LLC that is disregarded, do not check LLC, check the appropriate box in the line above for
Exemption from FATCA reporting
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the tax classification of the single -member owner
code (if any) E
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❑ Other (see instructions) is
(Apphes to ncco nts mo,nts—d oui4de the u s)
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5 Address (number, street, and apt. or suite no
Requester's name and address (optional)
a
200 COMMERCE STREET
in
6 City, state, and ZIP code
U)
SMITHFIELD, VA 23430
7 List account number(s) here (optional)
Identification Number (TI
Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid
Social security number
backup withholding For Individuals, this is generally your social security number (SSN) However, for a
resident alien, sole proprietor, or disregarded entity, see the Part I Instructions on page 3. For other
— m —
entitles, It is your employer Identification number (EIN) If you do not have a number, see How to get a
TIN on page 3.
or
Note. If the account is In more than one name, see the Instructions for line 1 and the chart on page 4 for
Employer identification number
guidelines on whose number to enter
F­1—�
©0M©©©©now
ftrL7tt,I.gl Certification
Under penalties of perjury, I certify that
1 The number shown on this form Is my correct taxpayer Identification number (or I am waiting for a number to be Issued to me); and
2. 1 am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue
Service (IRS) that I am subject to backup withholding as a result of a failure to report all Interest or dividends, or (c) the IRS has notified me that I am
no longer subject to backup withholding, and
3 1 am a U S citizen or other U S. person (defined below), and
4 The FATCA code(s) entered on this form (If any) Indicating that I am exempt from FATCA reporting Is correct
Certification instructions. You must cross out Item 2 above If you have been notified by the IRS that you are currently subject to backup withholding
because you have failed to report all Interest and dividends on your tax return For real estate transactions, Item 2 does not apply. For mortgage
Interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and
generally, payments other than Interest and dividends, you are not required to sign the certification, but you must provide your correct TIN See the
Instructions on page 3
"er I U.S person D Signature of C�� G��. ��xl Date C %%1 /SK/ %
Here
General Iinstructio
Section references are to the Internal Revenue Code unless otherwise noted
Future developments Information about developments affecting Form W-9 (such
as legislation enacted after we release it) is at www irs gov/fw9
Purpose of Form
An individual or entity (Form W-9 requester) who is required to file an information
return with the IRS must obtain your correct taxpayer Identification number (TIN)
which may be your social security number (SSN), individual taxpayer Identification
number (iTIN), adoption taxpayer identification number (ATIN), or employer
identification number (EIN), to report on an information return the amount paid to
you, or other amount reportable on an information return Examples of information
returns include, but are not limited to, the following
• Form 1099 -INT (interest earned or paid)
• Form 1099 -DIV (dividends, including those from stocks or mutual funds)
• Form 1099-MISC (various types of income, prizes, awards, or gross proceeds)
• Form 1099-6 (stock or mutual fund sales and certain other transactions by
brokers)
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• Form 1098 (home mortgage Interest), 1098-E (student loan Interest), 1098-T
(tuition)
• Form 1099-C (canceled debt)
• Form 1099-A (acquisition or abandonment of secured property)
Use Form W-9 only if you are a U S person (including a resident alien), to
provide your correct TIN
If you do not return Form W-9 to the requester with a TIN, you might be subject
to backup withholding See What is backup withholding? on page 2
By signing the filled -out form, you
1 Certify that the TIN you are giving is correct (or you are waiting for a number
to be issued),
2 Certify that you are not subject to backup withholding, or
3 Claim exemption from backup withholding if you are a U.S exempt payee If
applicable, you are also certifying that as a U S person, your allocable share of
any partnership income from a U S trade or business is not subject to the
withholding tax on foreign partners' share of effectively connected income, and
4 Certify that FATCA code(s) entered on this form (if any) indicating that you are
exempt from the FATCA reporting, Is correct See What is FATCA reporting? on
page 2 for further information
Cat No 10231X Form W-9 (Rev 12-2014)