JBS S.A.

Corporate Taxpayers ID (CNPJ/MF): 02.916.265/0001-60

Company Registry (NIRE): 35.300.330.587
Authorized Capital Publicly-Held Company
EXCERPT FROM THE MINUTES OF THE BOARD OF DIRECTORS MEETING
HELD ON MAY 20, 2015, AT 8:00 P.M.
Date, Time and Venue: May 20, 2015, at 8:00 p.m., at the headquarters of JBS S.A., located at
Avenida Marginal Direita do Tiet, 500, Bloco I, 3 andar, Vila Jaguara, CEP 05118-100, in the City
and State of So Paulo (Company).
Call Notice and Attendance: The call notice was sent via e-mail to all members of the Board of
Directors, pursuant to Article 18 of the Companys Bylaws. All members of the Board of Directors
attended the meeting, thereby achieving the necessary quorum to install the Companys Board of
Directors Meeting.
Presiding: Joesley Mendona Batista, Chairman; and Luiz Henrique de Carvalho Vieira Gonalves,
Secretary.
Agenda: (i) to approve the issue, by the Companys subsidiaries JBS USA, LLC and JBS USA
Finance, Inc., both of which organized under the laws of the state of Delaware, in the United States of
America (Issuers), of debt securities (senior notes), in the total amount of nine hundred million U.S.
dollars (US$900,000,000.00) for placement on the international market to be offered to qualified
institutional investors, resident and domiciled in the United States of America, based on the regulations
issued by the Securities and Exchange Commission, specifically Rule 144A and, in other countries,
except in Brazil and in the United States, based on Regulation S (Issue); (ii) to analyze and resolve
on the granting of a guarantee by the Company as part of the Issue; (iii) to approve the redemption
and cancellation by JBS Finance II Ltd. (JBS Finance) of part or all of the senior notes issued by JBS
Finance and due in 2018 (8.25% Notes due 2018) and currently outstanding (Redemption and
Cancellation and 2018 Notes, respectively); and (iv) to authorize the Companys executive officers
and attorney-in-fact to take all measures and practice all acts necessary to implement the resolutions
mentioned in items (i) to (iii) hereof, and ratify the acts already practiced by the executive officers
and/or attorneys-in-fact in this regard, as applicable.
Resolutions: After analyzing and discussing the matters on the agenda, the members of the
Companys Board of Directors unanimously resolved:
(i)
to approve the Issue, in the amount of nine hundred million U.S. dollars (US$900,000,000.00),
with the following characteristics: (x) the senior notes will be remunerated at five and seventy-five
hundredths of a percent (5.75%) per year and will mature on June 15, 2025 (2025 Notes); (y) the net
proceeds from the 2025 Notes Issue will be used for the execution of a loan agreement between the

Issuers and JBS USA Holdings, Inc., for subsequent transfer to the Company, which, in turn, will
transfer them to JBS Finance. JBS Finance will use said funds to pay for the Redemption and
Cancellation of the 2018 Notes;
(ii)
to approve the granting of an unconditional and irrevocable guarantee by the Company, to be
constituted in accordance with the applicable regulations, of the obligations assumed by the Issuers as
part of the Issue (Guarantee);
(iii)

to approve the Redemption and the Cancellation of the 2018 Notes by JBS Finance; and

(iv)

to authorize the Companys executive officers and/or attorneys-in-fact to take any and all

measures, practice any and all acts and sign all the documents necessary to implement the
resolutions approved herein, including, but not limited to, the Indenture, the Notes, the Certificates, the
Purchase Agreement, the Offering Memoranda, and other documents related to the Issue, formalize
the Guarantee, and Redeem the 2008 Notes, with the ability to determine the terms and conditions of
the Issue, in accordance with best market practices, determine the price and amount of any eventual
premium to be paid by JBS Finance to the holders of the 2018 Notes as part of the Redemption and
Cancellation of the 2018 Notes All of the actions already carried out by the executive officers and/or
attorneys-in-fact in this respect are hereby ratified.
.
Closure and Drawing up of the Minutes: There being no further business to discuss, the Chairman
offered the floor, which was declined. The meeting was then adjourned for the drawing up of these
minutes, which were read, approved and signed by all attending Board members. These minutes were
drawn up in summary format, pursuant to Article 130, Paragraph 1 of Law 6404, of December 15,
1976, as amended.
Attending Boarding Members: Joesley Mendona Batista, Wesley Mendona Batista, Jos Batista
Sobrinho, Humberto Junqueira de Farias, Joo Carlos Ferraz, Carlos Alberto Caser, Tarek Mohamed
Noshy Nasr Mohamed Farahat and Marcio Percival Alves Pinto. Presiding: Joesley Mendona
Batista, Chairman; Luiz Henrique de Carvalho Vieira Gonalves, Secretary.
This is a free English translation of an excerpt of the original minutes drawn up in the Companys
records.
So Paulo, May 20, 2015.

Luiz Henrique de Carvalho Vieira Gonalves

Secretary