Merger of Biolins Energia S.A.
Minutes of the Joint Meeting of the Board of Directors and Fiscal Council
held on January 26, 2011
Date, Time and Venue: January 26, 2011, at 2:00 p.m., at the headquarters of JBS S.A. ("Company"), located at Av. Marginal Direita do Tietê,
500, Vila Jaguará, CEP 05118-100, in the City and State of São Paulo.
Call Notice and Attendance: All members of the Company's Board of Directors and Fiscal Council were present, achieving a quorum to conduct
business at the Special Shareholders' Meeting.
Presiding: Joesley Mendonça Batista, Chairman; Francisco de Assis e Silva, Secretary.
Resolutions: After the meeting was installed, the members examined the items of the agenda and resolved on the following:
(i) Board of Directors:
(a) To unanimously approve the Company's Management Proposal presented on this date, included in the Attachment I hereto
for the merger, into the Company, of net assets of its subsidiary Biolins Energia S.A. (Corporate Taxpayer ID - CNPJ/MF: 10.194.385/0001-29)
("Biolins"), pursuant to Protocol and Justification of Merger ("Protocol of Merger"), recommending the Company's shareholders to approve said
(b) To determine the Company's favorable vote at the Biolins' Special Shareholders' Meeting, which will resolve on the approval of the merger
of Biolins into the Company, pursuant to said Protocol of Merger.
(ii) Fiscal Council: To provide favorable opinion on the merger of Biolins' net assets into the Company, pursuant to the Management's Proposal and
said Protocol and Justification, issuing the respective opinion, included in the Attachment II hereto.
Closure and Drawing up of the Minutes: There not being further matters to discuss, the Chairman offered the opportunity to members to speak
up, but since no one came forward, the session was suspended for these minutes to be drawn up, which, after read, was approved by all
those present Presiding: Chairman: Joesley Mendonça Batista, and Secretary: Francisco de Assis e Silva. Attending Members: José Batista
Sobrinho; José Batista Junior; Joesley Mendonça Batista; Wesley Mendonça Batista; Marcus Vinicius Pratini de Moraes; Wagner Pinheiro de
Oliveira; Natalino Bertin; Peter Dvorsak; Guilherme Rodolfo Laager; Valere Batista Mendonça Ramos; Vanessa Mendonça Batista; Divino
Aparecido dos Santos, Florisvaldo Caetano de Oliveira and Alexandre Seiji Yokaichiya.
This is a free English translation of the original minutes drawn up in the respective Meeting Book.
Francisco de Assis e Silva