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JBS S.A.
CNPJ/MF (Taxpayer ID No.) 02.916.265/0001-60
NIRE (State Register ID No.) 35.300.330.587

Extract from the Minutes of the Annual and Extraordinary Shareholders Meeting
Held on April 30, 2014

Date, Time and Venue: April 30, 2014, at 10:00 am, head office of JBS S.A., So Paulo,
State of So Paulo, at Av. Marginal Direita do Tiet, 500, Bloco I, 3 andar, Vila Jaguara,
CEP 05118-100 (Company).

Call: The Call Notice was published in the April 15, 16 and 17, 2014 issued on the So
Paulo State Official Gazette (DOESP) and the O Estado de So Paulo newspaper, as
prescribed by Article 124 of Law 6404, of December 15, 1976 (Law 6404/76).

Attendance: shareholders representing more than 73 percent of the Companys share
capital, as recorded in the Shareholders Meeting Shareholder Attendance Book.

The following people also attended the Meeting: (i) Mr. Jeremiah Alphonsus O'Callaghan,
member of the Companys management; (ii) Mr. Florisvaldo Caetano de Oliveira, member
of the Companys Supervisory Board; and (iii) Mr. Paulo Tufani, representative of BDO
RCS Auditores Independentes (BDO), in compliance with Article 134, Par. 1, of
Law 6.404/76.

Composition of the Board: Upon checking the quorum required for convening the Annual
and Extraordinary Shareholders Meeting after the first call, the meetings board was
formed by Francisco de Assis e Silva, Chairman, and Luiz Henrique de Carvalho Vieira
Gonalves, Secretary.

Document Reading: The meeting waived the reading of the documents related to the
agenda of this Annual and Extraordinary Shareholders Meeting since the Companys
shareholders are fully aware of such documents and also: (i) they are available for
consultation to the shareholders at the Companys head office, in So Paulo, State of So
Paulo, at Av. Marginal Direita do Tiet, 500, Bloco I, 3 andar, Vila Jaguara, CEP 05118-
100; (ii) they are also available for consultation to the shareholders on the website of the
Investor Relation Department, at www.jbs.com.br/ri; (iii) there have been filed with Bolsa
de Valores, Mercadorias e Futuros - BM&FBOVESPA (So Paulo Futures Commodities,
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and Stock Exchange), in compliance with Article 124, Par. 6, of Law 6.404/76; and (iv)
they are available for consultation to the shareholders on website of the Brazilian
Securities and Exchange Commission (CVM).

Agenda:

For the Annual Shareholders Meeting:
(i) Approve the Management Report, the executive officers expense reports, and the
Companys Financial Statements for the year ended December 31, 2013;
(ii) Decide on the allocation of the profit for the year and the distribution of dividends
for FY 2013;
(iii) Ratify the election of a new member of the Companys Board of Directors;
(iv) Elect the members of the Supervisory Board and their alternates;
(v) Set the overall annual compensation of the Companys executive officers and the
members of the Supervisory Board; and
(vi) Change the large circulation newspaper used by the Company from O Estado de
So Paulo to Valor Econmico.

For the Extraordinary Shareholders Meeting:
(i) Approve the amendment to the Stock Option Plan;
(ii) Amend Articles 3, 17-21, 32 and 63 of the Companys Bylaws; and
(iii) Consolidate the Bylaws.

Resolutions: After waiving the reading of the agenda, all the attending shareholders
approved the draft of this Meetings minutes in summary form, as allowed by Article 130,
Par. 1, of Law 6404/76, granting the shareholders the right to present their explanations of
vote and objections, if any, which, after received by the meetings board, shall remain
archived in the Companys head office.

At the Annual Shareholders Meeting:
(i) All the attending shareholders approved, not including shareholder abstentions and
the shareholders legally prevented from voting, as provided for Article 134, Par. 1, of
Law 6404/76, the Management Report, the executive officers expense reports, and the
Companys Financial Statements for the year ended December 31, 2013, which are
accompanied by the independent auditors report, the Supervisory Boards report on such
documents, issued on March 21, 2014 and published in the So Paulo State Official
Gazette (DOESP) and the O Estado de So Paulo newspaper on March 28, 2014;
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(ii) All the attending shareholders approved, the allocation of the profit for the year
ended December 31, 2013, as indicated in the Companys Management Proposal, as
follows: profit for the year, totaling R$926,907,183.87, (a) R$ 46,345,359.19, equivalent to
five percent (5%) of profit for the year shall be allocated to the legal reserve; (b)
R$220,140,456.17, equivalent to 25 percent of profit for the year, less the portion allocated
to the legal reserve, shall be distributed to the shareholders as mandatory minimum
dividend; (c) R$ 4,620,519.99; and (d) the remaining amount, totaling R$665,041,888.50
shall be allocated to the bylaws reserve for business expansion, as provides for by
Article 38(e) of the Companys Bylaws;

The shareholding position to be considered for the distribution of dividends is the
shareholding position existing on this date, noting that dividends shall be distributed
among a total of two billion, eight hundred and sixty-eight million, four hundred and fifty-
three thousand, eight hundred and twenty-nine (2,868,453,829) common shares, less
seventy-five thousand, one hundred and seventy-nine (75,190,179) common shares held in
treasury on this date, resulting in a distribution of R$0.076745337 per share as dividends.
Dividends shall be paid without adjustment for inflation on June 2, 2014, through Banco
Bradesco S.A., the depositary of the book-entry shares, in the bank account indicated by
each shareholder;

(iii) The majority of the attending shareholders approved the ratification of the election
of the following member of the Companys Board of Directors, whose term of office will
end on the date of the Annual Shareholders Meeting that decides on the financial
statements for the year ending December 31, 2014: Mr. Marcio Percival Alves Pinto,
Brazilian citizen, divorced, economist, bearer of the Identity Card (RG) No. 4854.974-5,
Individual Taxpayer Identification Number (CPF/MF) 530.191.218-68, resident and
domiciled at SBS, Quadra 4, Lotes 3/4, Edifcio Caixa Matriz 1, 21 andar, CEP 70092-
900, in the City of Braslia, Federal District, Brazil.

Mr. Marcio Percival Alves Pinto accepts his appointment and hereby declares that he is
aware of the provisions of Article 147, of Law 6404/76 and, therefore, he declares that he
has never been convicted of any crime that precludes the performance of commercial
activities, and also declares, for all due purposes, under the penalties of the law, that he is
not precluded from acting as Company Director as governed by the relevant special law,
has not been convicted or is challenging any conviction that would precluded him for
holding a public office, even if temporarily, or for bankruptcy crime, malfeasance, bribery,
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graft, embezzlement or crime against the national economy, the national financial system,
antitrust regulations, consumers, public faith or property;

(iv) The majority of the attending shareholders approved the election/reelection of the
following members of the Companys Supervisory Board: (a) Florisvaldo Caetano de
Oliveira, Brazilian, married, accounting technician, bearer of the Identity Card (RG) No.
250.889 SSP/DF, Taxpayer Identification Number (CPF/MF) 098.272.341-53, resident and
domiciled in the City of So Paulo, State of So Paulo, at Rua Pedro Gomes Cardim, 128,
apto. 12, CEP 05617-901, whose alternate is Adrion Lino Pires, Brazilian, married,
accountant, bearer of the Identity Card (RG) No. 3165463-1834614 SSP/GO, Taxpayer
Identification Number (CPF/MF) 532.596.451-87, resident and domiciled in the City of
So Paulo, State of So Paulo, with business address in the same city, at Rua General
Furtado do Nascimento, 66, Alto de Pinheiros, CEP 05465-070; (b) Demetrius Nichele
Macei, Brazilian, married, lawyer, bearer of the Identity Card (RG) No. 19.526.517
SSP/SP, Taxpayer Identification Number (CPF/MF) 787.870.509-78, resident and
domiciled at Rua Candido Lopes, in the City of Curitiba, State of Paran at Rua Cndido
Lopes, n 128, 4 e 5 andares, CEP 80020-060, whose alternate is Marcos Godoy
Brogiato, Brazilian, married, accountant, bearer of the Identity Card (RG) No. 7.469.921-0
SSP/SP, Taxpayer Identification Number (CPF/MF) 949.583.438-49, resident and
domiciled in the City of So Paulo, State of So Paulo, at Rua Isette Caiubi Ariane, 54,
CEP 02914-100; (c) Jos Paulo da Silva Filho, Brazilian, married, accountant, bearer of
the Identity Card (RG) No. 2.087.820 SSP/PE, Taxpayer Identification Number (CPF/MF)
386.730.294-49, resident and domiciled in the City of So Paulo, State of So Paulo, with
business address at Rua General Furtado do Nascimento, 66, CEP 05465-070, whose
alternate is Sandro Domingues Raffai, Brazilian, single, adult, accountant, bearer of the
Identity Card (RG) No. 13.541.060 SSP/SP, Taxpayer Identification Number (CPF/MF)
064.677.908-71, resident and domiciled in the City of So Paulo, State of So Paulo, at
Rua Santa Francisca, 155, Vila Jaguara; and (d) Amoreti Franco Gibbon, Brazilian,
married, accountant, bearer of the Identity Card (RG) No. 1007267725 SSP/RS, Taxpayer
Identification Number (CPF/MF) 070.645.780-34, resident and domiciled in the City of
Porto Alegre, State of Rio Grande do Sul, with business address in the same city, at
Avenida Augusto Meyer, 163/701, CEP 90550-110, whose alternate is Joaquim Dias de
Castro, Brazilian, married, economist, bearer of the Identity Card (RG) No. 6043680138
SSP/RS, Taxpayer Identification Number (CPF/MF) 909.933.140-15, resident and
domiciled in the City of Rio de Janeiro, State of Rio de Janeiro, with business address in
the same city, at Av. Repblica do Chile, 100, 13 andar, Centro, CEP 20031-917.

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The newly elected members of the Supervisory Board accept their appointments and
hereby declare that they are aware of the provisions of Article 147, of Law 6404/76 and
meet the requirements set forth thereby and, therefore, they declare that they have never
been convicted of any crime that precludes the performance of commercial activities, and
also declares, for all due purposes, under the penalties of the law, that they are not
precluded from acting as Company Supervisory Board members as governed by the
relevant special law, have not been convicted or are challenging any conviction that would
precluded them for holding a public office, even if temporarily, or for bankruptcy crime,
malfeasance, bribery, graft, embezzlement or crime against the national economy, the
national financial system, antitrust regulations, consumers, public faith or property;
Finally, the newly elected members of the Supervisory Board hereby declare that they have
not been disqualified by the Brazilian Securities and Exchange Commission. The newly
elected members of the Supervisory Board shall hold their positions until the next
Company Annual Shareholders Meeting, and may be reelected.

As a result, the Supervisory Board shall comprise the following members: Florisvaldo
Caetano de Oliveira, Demetrius Nichele Macei, Jos Paulo da Silva Filho, and
Amoreti Franco Gibbon, and the following alternates, respectively: Adrion Lino Pires,
Marcos Godoy Brogiato, Sandro Domingues Raffai, and Joaquim days de Castro;


(v) All the attending shareholders approved the overall annual compensation of the
Companys management personnel, including the members of the Supervisory Board, at
R$10,000,000.00, effective up to the next Annual Shareholders Meeting. This
compensation shall be distributed among the Companys management personnel as
decided by the Board of Directors. The majority of the attending shareholders, with
shareholder abstention pursuant to a vote proxy, also approved that up to R$450,000.00 of
the overall annual compensation above shall be allocated to the compensation of the
members of the Supervisory Board, effective up to the next Company Annual
Shareholders Meeting, pursuant to Article 162, Par. 3, of Law 6404/76. It was decided
that the alternate members of the Supervisory Board shall only be entitled to compensation
in the absence of the related member; and

(vi) All the attending shareholders approved the change of the statutory publications
required by Law 6404/76 from O Estado de So Paulo to Valor Econmico.

At the Extraordinary Shareholders Meeting:
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(i) The majority of the attending shareholders approved the Stock Option Plan
(Plan), as established in the Plans draft disclosed to the shareholders, which is an
integral part of this Shareholders Meeting as Appendix I (only in Portuguese) which shall
remain archived in the Companys head office and filed with So Paulo State Division of
Corporations, waiving, however, its publication;

(ii) The majority of the attending shareholders approved the amendment to Articles 3,
17-21, 32 and 63 of the Companys Bylaws. As a result of these amendments, Articles 3,
17-21, 32 and 63 of the Companys Bylaws are henceforth effective as worded in the
Consolidated Bylaws, which are attached hereto as Appendix II (only in Portuguese). All
the other provisions of the Bylaws are expressly not amended by this Shareholders
Meeting; and

(iii) All the attending shareholders approved the consolidation of the Companys
Bylaws, which are henceforth effective as worded in Appendix II (only in Portuguese).



Closing, Drafting, and Reading of the Minutes: As there was nothing further to discuss,
the meeting was adjourned for the time required to draft these minutes, which were
afterward read and found to be accurate, and signed by all attending. The vote proxies
received shall remain archived in the Companys head office.

So Paulo, April 30, 2014.

Attending Shareholders: p. Abu Dhabi Retirement Pensions and Benefits Fund; Acadian
Emerging Markets Equity Fund; Acadian Emerging Markets Equity II Fund, LLC;
Acadian Tax Aware Emerging Markets Equity Fund, LLC; Advanced Series Trust - AST
AQR Emerging Markets Equity Port; Advanced Series Trust - AST Parametric EME
Portfolio; Advanced Series Trust - AST Prudential Growth Allocation Por; Advanced
Series Trust - AST QMA Emerging Markets Equity Port; Advanced Series Trust - AST
RCM World Trends Portfolio; Advisors Inner Circle Fund-Acadian E.M. Portf; Alaska
Permanent Fund; Amergen Clinton Nuclear Power Plant Nonqualified Fund; American
Airlines, Inc. Master FBP Trust; AT&T Union Welfare Benefit Trust; Bell Atlantic Master
Trust; Bellsouth Corporation RFA Veba Trust; Best Investment Corporation; Blackrock
CDN MSCI Emerging Markets Index Fund; Blackrock Institutional Trust Company NA;
Blackwell Partners LLC; BNY Mellon Funds Trust - BNY Mellon Emerging Markets
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Fund; BNY Mellon Global Funds, PLC; Bombardier Trust (Canada) Global Equities Fund;
Cadmos Fund Management - Guile Emerging Markets EF; Caisse de Depot et Placement
Du Quebec; California Public Employees Retirement System; Canada Pension Plan
Investment Board; Catholic United Investment Trust; Causeway Emerging Markets Fund;
Central States Southeast Southwest A PE FD; CF DV Emerging Markets Stock Index
Fund; CIBC Emerging Markets Index Fund; CIBC Latin American Fund; City of
Philadelphia Pub Employees Ret System; College Retirement Equities Fund; Comgest
Growth PLC; Commonwealth Superannuation Corporation; County Employees Annuity
And Benefit Fd of the Cook County; DBX MSCI Brazil Currency-Hedged Equity Fund;
Delaware Pooled Trust - The Emerging Markets Portfolio II; Delaware Vip Trust -
Delaware Vip Emerging Markts Series; DGAM Emerg Markets Equity Fund LP; Dow
Retirement Group Trust; Dreyfus Int F, Inc-Dreyfus em Mkt Fund;Dreyfus Investment
Funds - Dreyfus/The B. C. E. M. C. E. F.; Eaton Vance TR CO CO TR FD - PA STR EM
MKTS EQ COM TR FD; Emerging Markets Equity Fund; Emerging Markets Equity Fund
S OF M P F World Funds, LLC; Emerging Markets Equity Index Master Fund; Emerging
Markets Equity Index Plus Fund; Emerging Markets Equity Trust 4; Emerging Markets
Ex-Controversial Weapons Equity Index Fd B; Emerging Markets Index Non-Lendable
Fund; Emerging Markets Index Non-Lendable Fund B;
[continued from the Minutes signature page of JBS S.A. Annual and Extraordinary
Shareholders Meeting held on April 30, 2014]

Emerging Markets Sudan Free Equity Index Fund; Emerging Mkts Eqty Mgrs: Portfolio 1
Offshore Master L.P.; Employees Ret System of the State of Hawaii; Ensign Peak
Advisors, Inc; Environment Agency Active Pension Fund; Evangelical Lutheran Church In
America B O PN; Fidelity Rutland Square Trust II: Strategic A E M Fund; Fidelity Salem
Street Trust: Fidelity Series G Ex US I Fd; Fidelity Salem Street Trust: Spartan Emerging
Markets Ind Fd; Fidelity Salem Street Trust: Spartan Gl EX U.S. Index Fund; Financial
Sector Development Fund; FLORIDA RETIREMENT SYSTEM TRUST FUND; Florida
Retirement System Trust Fund; Ford Motor Co Defined Benef Master Trust; Ford Motor
Company Of Canada, L Pension Trust; Future Fund Board of Guardians; Gard Common
Contractual Fund; Global X Brazil Consumer ETF; Global X Brazil Mid Cap ETF; Gmam
Group Pension Trust II; GMAM Investment Funds Trust; GAM Star Fund PLC; HSBC
Bric Equity Fund; HSBC I T S (SGP) LTD TRT ALL G I P FDS - A GL HI Payout FD;
HSBC International Select Fund - Multialpha GL EM MA Equity; I3 Global Equity Fund;
IBM 401 (K) Plus Plan; Government Pension Fund; Illinois State Board of Investment;
ING Emerging Markets Index Portfolio; Ishares MSCI ACWI EX US Index Fund; Ishares
MSCI Brazil Capped ETF; Ishares MSCI BRIC Index Fund; Ishares Msci Emerging
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Markets Index Fund; Japan Trustee Services BK, LTD. RE: RTB Nikko BEA Mother FD;
JPMORGAN Sar Global Emerging Markets Fund; Kleinwort Benson Investors
Institutional Fund Pub Lt Company; Lockheed Martin Corp Master Retirement Trust;
Lucent Technologies Inc. Master Pension TR; LVIP Blackrock Emerging Markets Index
RPM Fund; Magellan- Banco Santander S.A.; Manulife Asset Management Emerging
Markets Equity Pooled F; Marquis Institutional Global Equity Portfolio; MDPIM
International Equity Pool; Mellon Bank N.A EB Collective Investment Fund Plan;
Memorial Sloan Kettering Cancer Center; Mercer Emerging Markets Equity Fund; MFS
Development Funds, LLC; Microsoft Corporation Savings Plus 401(K) Plan; Microsoft
Global Finance; Millpencil (US) LP; Missouri Education Pension Trust; National Council
For Social Security Fund; NAV Canada Pension Plan; New York State Teacher S
Retirement System; New Zealand Superannuation Fund; New Zealand Superannuation
Fund; Norges Bank; Northern Trust Investiment Funds PLC; NZAM EM8 Equity Passive
Fund; Ohio Police and Fire Pension Fund; Ontario Public S Emp Union P T Fund; Oyster
Creek Nuclear Generating Station Qualified Fund; Pace Int Emerg Mark Equity
Investments; Pictet - Emerging Markets Index; Pictet Funds S.A RE: PI(CH)-Emerging
Markets Tracker; Powershares Ftse Rafi Emerging Markets Portfolio;
[continued from the Minutes signature page of JBS S.A. Annual and Extraordinary
Shareholders Meeting held on April 30, 2014]

PPL Services Corporation Master Trust; Principal Funds, Inc. - Diversified International
Fund; Principal Variable Contracts Funds,Inc-Diver Int Account; Principal Variable
Contracts Funds Inc Int Emerg Mar Account; Prudential Retirem Insurance and Annuity
Comp; Public Employee Retirement System of Idaho; Public Employees Retirement
System of Ohio; Pyramis Global EX U.S. Index Fund LP; Raytheon Company Master
Trust; Retirement Income Plan of Saudi Arabian Oil Company; Schwab Emerging Markets
Equity Etf; Schwab Fundamental Emerg0ing Markets Large Company Index Etf Schwab
Fundamental Emerging Markets Large Company Index Fund; Scotia Private Emerging
Markets Pool; Robeco Capital Growth Funds; SBC Master Pension Trust; SCRI Robeco
Customized Quant Emerging Markets Fonds; SCRI Robeco Institutioneel Emerging
Markets Quant Fonds; Russel Emerging Markets Equity Pool; Russell Institutional Funds,
LLC - Rem Equity Plus Fund; SPDR S&P Emerging Markets ETF; SSGA All Country
World Ex-Us Integrated Alpha Select Non-Len; SSGA Emerging Markets Index Plus Non
Lending Common TR Fund; SSGA MSCI Brazil Index Non-Lending QP Common Trust
Fund; State of Wyoming; State of Wisconsin Invt. Board Master Trust; State ST B and T C
INV F F T E Retir Plans; State Street Global Advisors Luxembourg Sicav - Ssga Enhance;
Stichting Depositary APG Emerging Markets Equity Pool; Stichting Pensioenfonds Horeca
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& Catering; Stichting Philips Pensioenfonds; Teacher Retirement System of Texas;
Teachers Retirement System Of The State Of Illinois; The Board of Regents of the
University of Texas System; The Boeing Company Employee Retirement Plans Master
Trust; The California State Teachers Retirement Sys.; The Emerging Markets FD, Asot
Baillie GF; The Bombardier Trust UK; The General Motors Canadian Hourly-Rate
Employees Pension PL; The General Motors Canadian Retirement Program For Salaried;
The Glenmede Fund, Inc. Philadelphia Int Emerging MKTS Fund; The Government Of
The Province Of Alberta; The Honeywell Intl Inc Master Retirement Trust; The Master
Trust Bank of Japan, Ltd As Trustee of BNY Mellon; The Master Trust Bank of Japan,
LTD. as T. for MTBJ400045833; The Master Trust Bank of Japan, LTD. as T. for
MTBJ400045835; The Monetary Authority of Singapore; The Nomura T And B Co Ltd Re
I E S Index Msci E No Hed M Fun; The Nomura T And B Co Ltd Re Nippon C E Markets
Mother Fund; The Pension Reserves Investment Manag. Board; The Rockefeller
Foundation; The Seventh Swedish National Pension Fund - Ap7 Equity Fund; The TBC
Private Trust; The Washington University; Three Mile Island Unit One Qualified Fund;
TIAA-CREF Funds - TIAA-CREF Emerging Markets Equity I F; Tobam Anti-Benchmark
Emerging Markets Equity Fund; Treasurer Of The ST.OF N.CAR.EQT.I.FD.P.TR.;
[continued from the Minutes signature page of JBS S.A. Annual and Extraordinary
Shareholders Meeting held on April 30, 2014]

Trilogy Investment Funds PLC; Trust & Custody S BK, Ltd. as TR for Comgest E Equity
Fund; UPS Group Trust; Utah State Retirement Systems; Vanguard Emerging Markets
Stock Index Fund; Vang Ftse All-World Ex-Us Index Fd, A S of V Inter e I FDS;
Vanguard Funds Public Limited Company; Vanguard Total WSI FD, A Sov International
Equity Index Fds; Vanguard Investment Series PLC; Vanguard Total International Stock
Index Fd, A Se Van S F; Virginia Retirement System; Wells Fargo Advantage Diversified
Stock Portfolio; West Virginia Investment Management Board; Wheels Common
Investment Fund. p. Zulma Maria Martins Gomes; Fundao dos Economirios Federais -
FUNCEF, p. Maruisa Sousa da Silva; FB Participaes S.A., p. Francisco de Assis e
Silva; BNDES Participaes S.A. BNDESPAR, p. Maria Lgia de Magalhes Barbosa.

We hereby certify that this is an extract of the original minutes drafted in an appropriate
book.

Luiz Henrique de Carvalho Vieira Gonalves
Meeting Board Secretary