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
Minutes Book
MINUTES OF THE BOARD OF DIRECTORS MEETING
HELD ON NOVEMBER 11, 2015
Date, Time and Venue: November 11, 2015, at 10:00 a.m., at the headquarters of JBS S.A.
(Company), at Avenida Marginal Direita do Tiet, 500, Bloco I, 3 Andar, Vila Jaguara, CEP 05118100, 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 Board of Directors Meeting.
Joanita Maria Maestri Karoleski, Gilberto Tomazoni, Jeremiah Alphonsus OCallaghan; Eliseo
Perez Fernandez; Khalil Kaddissi, Marcel Vasconcellos Fonseca, and Luiz Henrique De
Carvalho Vieira Goncalves, all of whom members of the Companys management, and Andre
Nogueira, president of JBS USA also attended the meeting.
Presiding Board: Wesley Mendona Batista, Chairman; Daniel Pereira de Almeida Araujo,
Secretary.
Agenda:
Informative: (i) presentation on the markets outlook and the operations of the Company and its
subsidiaries in the nine-month period ended on September 30, 2015; (ii) analysis of the Companys
interim consolidated financial information for the nine-month period ended on September 30, 2015
(Financial Information); and (iii) presentation on the draft of the Companys Ethical Conduct Manual.
Deliberative: To resolve on (i) the approval of the Financial Information; (ii) the approval of the
contracting by the Company of an Export Prepayment (PPE) with Bank of China New York Branch
totaling one billion dollars (US$1,000,000,000.00); and (iii) the ratification of the acquisition by the
Companys subsidiary Seara Alimentos Ltda. (Seara), of poultry slaughter operating assets located
at the municipality of Trindade do Sul, state of Rio Grande do Sul, held by Agrodanieli Indstria e
Comrcio Ltda. (Agrodanieli), under the terms of the Asset Purchase and Sale, Supply and Other
Covenants Commitment entered into between Seara and Agrodanieli on October 23, 2015
(Acquisition).
Resolutions:
Informative:
(i)
The Companys Investor Relations Officer, Jeremiah Alphonsus OCallaghan, made a
presentation on the Companys and its subsidiaries operations for the nine-month period ended on
September 30, 2015;

(ii)
After the presentation, the Board of Directors members received copies and analyzed the
Financial Information, having received the additional clarifications presented by Eliseo Perez
Fernandez; and
(iii)
Finally, the Companys Chief Compliance Officer, Marcel Vasconcellos Fonseca, presented
the draft of the Companys Ethical Conduct Manual and the Board of Directors' members received
copies of the draft for their analysis.
Deliberative:
After the abovementioned facts, the Board of Directors members unanimously decided to:
(i)

approve the Financial Information, without any restrictions or comments;

(ii)
approve the contracting of the PPE and authorize the Companys management to take all the
measures and perform all the acts necessary to the contracting of the PPE, as well as ratify the acts
already performed by management to this end, as applicable; and
(iii)
ratify the Acquisition and authorize the Companys and Searas management to take all the
measures and perform all the acts necessary for the Acquisition, as well as ratify the acts already
performed by management to this end, as applicable.
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.
So Paulo, November 11, 2015.

Wesley Mendona Batista

Chairman

Daniel Pereira de Almeida Araujo

Secretary

Attending Members:

Wesley Mendona Batista

Jos Batista Sobrinho

Joo Carlos Ferraz

Humberto Junqueira de Farias

Tarek Mohamed Noshy Nasr Mohamed Farahat