JBS S.A.

CORPORATE TAXPAYERS ID (CNPJ) No. 02.916.265/0001-60

STATE REGISTRY (NIRE) No. 35.300.330.587
Minutes Book
MINUTES OF THE FISCAL COUNCILS MEETING
HELD ON MAY 10, 2016
Date, Time and Venue: May 10, 2016, at 2:00 p.m., at the headquarters of JBS S.A.,
Avenida Marginal Direita do Tiet, n 500, Bloco I, 3 Andar, Vila Jaguara, CEP 05118-100, in
the state of So Paulo (Company).
Call notice: Call notice sent by email to all members of the Fiscal Council, pursuant to
Article 12 of the Fiscal Council's Internal Rules.
Attendance: The meeting was attended by all the members of the Fiscal Council, Messrs.
Florisvaldo Caetano de Oliveira; Jos Paulo da Silva Filho; Demetrius Nichele Macei
and Francisco Vicente Santana Silva Telles, therefore verifying the quorum required for
the installation of the meeting. Also attended the alternate member of the Fiscal Council, Mr.
Joaquim Dias de Castro.
Attended also Messrs. Jeremiah Alphonsus OCallaghan; Eliseo Perez Fernandez and
Agnaldo dos Santos Moreira Jr., members of the Company's Board of Directors, and,
partially, Messrs. Robinson Meira and Peterson Rosa, members of BDO RCS Auditores
Independentes SS, independent auditors of the Company ("BDO").
Presiding Board: Chairman, Florisvaldo Caetano de Oliveira; and Secretary, Daniel
Pereira de Almeida Araujo.
Agenda For information only: (i) overview presentation of the market and the operations of
the Company and its subsidiaries for the period ended on March 31, 2016; (ii) analysis of the
Company's financial statements for the period ended on March 31, 2016 ("Financial
Statements"); (iii) discussion with the representative of BDO on the report of the
independent auditors concerning the financial statements ("Auditors' Report"); and to resolve
on: (i) legal opinion on the financial statements, (ii) discussion and resolution on the
calendar and the content schedule of the meetings of the Fiscal Council for the term of
2016/2017; and (iii) the election of Chairman of the Fiscal Council.

Resolutions:
1

For information only:

(i)

the Investor Relations Officer, Mr. Jeremiah Alphonsus OCallaghan, presented the
overview of the operations of the Company and its subsidiaries for the period ended on
March 31, 2016;

(ii)

after the presentation, the members of the Fiscal Council received copies and analyzed the
Financial Statements and the Auditors' Report, receiving additional clarifications provided by
Messrs. Eliseo Perez Fernandez and Agnaldo dos Santos Moreira Jr.; and

(iii)

in addition to the analysis, Messrs. Robinson Meira and Peterson Rosa, members of BDO,
reported that, during the course of their work as independent auditors, there was no
deviation and/or complications, having passed normally, without any facts or information
relevant for a recommendation or qualification. Consequently, BDO issued the Auditors'
Report without any recommendations or qualifications to the Financial Statements. In view of
the request of Mr. Florisvaldo Caetano de Oliveira, it was filed at the Company's
headquarters and attached hereto a questionnaire concerning the work of BDO, answered
and signed by Mr. Robinson Meira.
To be resolved on:

(i)

After the above facts, the members of the Fiscal Council stated that they (a) carried out the
analysis of the Financial Statements prepared by the Company, pursuant to Article 163, item
VI, of Law No 6404 of December 15, 1976, as amended ("Brazilian Corporations Law"); (b)
carried out the monitoring of the works carried out by BDO through inquiries and
discussions, pursuant to Article 163, Paragraph 4 of the Brazilian Corporations Law; and (c)
formalized the inquiries about the relevant acts and transactions made by the Company's
management concerning the Financial Statements, under Article 163, Paragraph 2 of the
Brazilian Corporations Law. Based on the review, the information and explanations received
and considering the Auditors' Report, the Fiscal Council stated that it had no knowledge of
any fact that leads to believe that the Financial Statements do not reflect, in all material
aspects, the information contained therein and the Financial Statements are fit to be
disclosed by the Company, and that they did not have any reservations or observations
regarding the Financial Statements;

(ii)

After this, the members of the Fiscal Council deliberated on the calendar and the content of
the meetings schedule of the Fiscal Council for the term of 2016/2017, resolving to approve
as proposed and it is filed at the Company's headquarters and attached hereto; and

(iii)

finally, resolved to approve the election of Mr. Florisvaldo Caetano de Oliveira, member of
the Fiscal Council, as Chairman of the Fiscal Council for the term of office ending at the
Annual Shareholders' Meeting to resolve on the financial statements for the year ending on
December 31, 2016
Minutes in Summary Form: It was authorized by the Fiscal Council to draw up these
minutes as a summary and its publication without the signatures, in accordance with
Paragraphs 1 and 2 of Article 130 of the Brazilian Corporations Law.
Closure: There being nothing else to be discussed, the floor was offered to anyone who
intended to use it and, as no one did, the meeting was suspended for the time necessary to
draw up these minutes, which, after reopening the meeting, were read, approved by all
present and signed.
So Paulo, May 10, 2016.

Florisvaldo Caetano de Oliveira

Daniel Pereira de Almeida Araujo

Chairman

Secretary

Attending Board Members:

Florisvaldo Caetano de Oliveira

Jos Paulo da Silva Filho

Demetrius Nichele Macei

Francisco Vicente Santana Silva Telles

Attending Alternate Fiscal Council's Member:

Joaquim Dias de Castro