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
EXERPT OF THE MINUTES OF THE BOARD OF DIRECTORS MEETING
HELD ON AUGUST 10, 2016 AT 10:00 A.M.
Date, Time and Venue:

On August 10, 2016, at 10:00 a.m., at the headquarters of JBS S.A.

(Company), 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.
Call Notice: Call notice was sent via e-mail to the members of the Board of Directors, pursuant to
Article 18 of the Companys Bylaws.
Attendance: All members of the Companys Board of Directors were present, representing sufficient
quorum for the installation of the Meeting.
The following people also attended the meeting: Russel Colaco, Eneas Cesar Pestana Neto,
Francisco de Assisi e Silva, Jeremiah Alphonsus OCallaghan; Eliseo Perez Fernandez; and
Khalil Kaddissi, all members of the Companys management, and Ricardo Bocutti Ribeiro, the
Companys Compliance Coordinator, who partially attended the meeting.
Presiding Board: Joesley Mendona Batista, Chairman; Daniel Pereira de Almeida Araujo,
Secretary.
Agenda:
Informative: (i) presentation on the market scenario and the operations of the Company and its
subsidiaries related to the period ended on June 30, 2016; (ii) presentation on the activities carried out
by the Companys Audit Committee; (iii) presentation on the activities carried out by the Companys
Sustainability Committee; (iv) presentation on the activities carried out by the Companys Financial
and Risk Management Committee; (v) presentation on the activities of the Companys Compliance
area; and (vi) presentation on the status of the Companys corporate restructuring to strengthen its
position as the leading Brazilian Company in the global food industry (Restructuring).
Deliberative: To resolve on (i) the approval of the Companys interim financial information for the
period ended on June 30, 2016 (Financial Information); (ii) the signature of an agreement between
related parties, for the utilization by Alpargatas S.A. of 10.40% of the overall amount negotiated under
the Media Agreement for 2016 entered into between the Company and Rede Record de Televiso
Ltda., reimbursing the Company on a monthly basis, for the volume effectively used (Agreement with
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Alpargatas); (iii) the sale of the shares held in treasury by the Company, in the scope of the
Companys Stock Option Plan (Stock Option Plan), approved by the Companys Annual and
Extraordinary Shareholders Meeting of April 30, 2014. (iv) the acknowledgement of the resignation of
Carlos Alberto Caser as an independent member of the Board of Directors and as a member of the
Companys Personnel Management Committee, as formalized by letter, (v) the acknowledgement of
the resignation of Joo Carlos Ferraz as a member of the Board of Directors and as a member of the
Companys Sustainability Committee, as formalized by letter; and (vi) the approval of the election of
Srgio Roberto Waldrich as an independent member of the Companys Board of Directors.
Resolutions:
Informative:
(i)

The Companys Investor Relations Officer, Jeremiah Alphonsus OCallaghan, made a

presentation on the operations of the Company and its subsidiaries for the period ended on June 30,
2016;
(ii)

The Chairman of the Companys Audit Committee, Humberto Junqueira de Farias, made a

brief presentation on the activities developed by the Companys Audit Committee in partnership with
Pilgrim's Pride Corporation, commenting on the existing structure and the main activities;
(iii)

The Chairman of the Companys Sustainability Committee, Joo Carlos Ferraz, made a brief

presentation on the activities developed by the Company's Sustainability Committee, commenting on

the main initiatives of the Companys Sustainable Water Management Program (PGSA);
(iv)

The Chairman of the Financial and Risk Management Committee, Joesley Mendona

Batista, made a brief presentation on the activities developed by the Companys Financial and Risk
Management Committee, commenting on the Companys main financial indicators;
(v)

The Companys Compliance Coordinator, Ricardo Bocutti Ribeiro, made a brief presentation

on the activities developed by the Companys Compliance area, commenting on the implementation of
the Companys integrity program and on the status of the Compliance Work Plan for 2016; and
(vi)

The Company's Chief Legal Officer, Khalil Kaddissi, made a presentation on the status of the

Restructuring, commenting on the filing of the protocols of request for registration of JBS Foods
International Designated Activity Company (JBSFI) with the U.S. Securities and Exchange
Commission (SEC) and the Brazilian Securities and Exchange Commission (CVM) as well as on the
preliminary schedule of the Restructuring.
Deliberative:

After the abovementioned facts, the Board of Directors members unanimously approved:
(i)

the Financial Information, without any restrictions or comments;

(ii)

the signature of the Agreement with Alpargatas, as they considered that the operation is within

usual market parameters;

(iii)

the sale of the shares held in treasury by the Company, in the scope of the Stock Option Plan,

totaling two hundred seventeen thousand, two hundred and seventy-five (217,275) non-par registered,
book-entry common shares held in treasury by the Company, to the beneficiaries of the Stock Option
Plan;
(iv)

the acknowledgement of the resignation of Carlos Alberto Caser, Brazilian, single, insurance

broker, bearer of identification document RG no. 472.625 SSP/ES and inscribed in the roll of individual
taxpayers (CPF/MF) under number 620.985.947-04, resident and domiciled in Braslia, Federal
District, with commercial address in the same city, at SCN, Q.02, Bloco A, 13 andar, Ed. Corporate
Financial Center, CEP 70712-900, as an independent member of the Board of Directors and a
member of the Companys Personnel Management Committee, as formalized by letter;
(v)

the acknowledgement of the resignation of Joo Carlos Ferraz, Brazilian, married, economist,

bearer of identification document RG no. MG 1649465 SSP/MG and inscribed in the roll of individual
taxpayers (CPF/MF) under number 230.790.376-34, resident and domiciled in the city and state of Rio
de Janeiro, with commercial address in the same city, at Av. Repblica do Chile, n 100, Centro, CEP
20031-917, as a member of the Board of Directors and a member of the Companys Sustainability
Committee, as formalized by letter; and
(vi)

the election of Srgio Roberto Waldrich, Brazilian, married, chemical engineer, bearer of

identification document RG no. 613.140-9 SSP/SC, inscribed in the roll of individual taxpayers
(CPF/MF) under number 291.215.669-68, with commercial address in the city of Blumenau, state of
Santa Catarina, at Avenida Brasil, n 825, Ponta Aguda, CEP 89050-000, as an independent member
of the Companys Board of Directors, pursuant to the Regulations of the Novo Mercado segment of
the BM&FBOVESPA, with term of office until the Annual Shareholders Meeting which approves the
accounts of the 2016 fiscal year, to be held in 2017.
The member of the Board of Directors elected herein accepts his appointment and declares to be
aware of the provisions in Article 147 of the Brazilian Corporation Law and, consequently, declares, for
all legal purposes, that he has not been convicted of any crimes that prevent him from conducting
business activities, nor is he impeded by any special laws from performing acts related to the
management of companies, nor sentenced to a penalty preventing him, even temporarily,

from

holding public positions, or due to bankruptcy, malfeasance, bribery, graft, embezzlement or crime
against welfare, the Brazilian financial system, antitrust laws, consumption relations, public faith or
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ownership. The member of the Board of Directors elected herein will exercise his position for the
unified period effective until the Annual Shareholders Meeting which resolves on the financial
statements for the period ended on December 31, 2016, to be held in 2017, reelection being
permitted.
In addition, the members of the Board of Directors resolved to register in the minutes a special thanks
to Carlos Alberto Caser and Joo Carlos Ferraz for their years of dedication and services to the
Company and congratulate the Company's accounting area for the works conducted in the context of
the Restructuring.
Minutes in Summary Format: The Board of Directors authorized the drawing up of these minutes in
summary format and their publication omitting the signatures, in accordance with paragraphs 1 and 2
of Article 130 of the Brazilian Corporation Law.
Closure: There being no further business to discuss, the Chairman offered 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.
Attending Members: Joesley Mendona Batista; Wesley Mendona Batista; Jos Batista
Sobrinho; Humberto Junqueira de Farias; Joo Carlos Ferraz; Marcio Percival Alves Pinto;
Tarek Mohamed Noshy Nasr Mohamed Farahat; and Srgio Roberto Waldrich.
This is a free English translation of the minutes of the Board of Directors Meeting drawn up in the
Companys records.
So Paulo, August 10, 2016.

Daniel Pereira de Almeida de Araujo

Secretary