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Special Shareholders' Meeting - for sundry resolutions
Date, Time and Venue: October 25, 2011, at 9:00 a.m., at the Company's headquarters, located at Avenida Marginal Direita do Tietê, 500, Bloco I,
3º andar, Vila Jaguara, CEP - 05118-100, in the City and State of São Paulo.
Call Notice: Call Notice was published in the Diário Oficial do Estado de São Paulo (D.O.E.S.P.) and O Estado de São Paulo newspaper on October
7, 8 and 11, 2011, pursuant to Article 124 of Law 6404 of December 15, 1976, ("Law 6404/76").
Attendance: Shareholders representing over 85% of the Company's capital stock, as confirmed by the Shareholder's Attendance Book.
Presiding: The necessary quorum was achieved, and the meeting was presided over by Alexandre Tadeu Seguim, who invited Laura de Silva
Alvares Affonso to act as secretary.
Reading of Documents: The reading of the documents relating to the agenda for the Special Shareholders' Meeting was waived as the
Company's shareholders are already familiar with said documents. Said documents were: (i) made available to shareholders at the Company's
headquarters, at Av. Brigadeiro Faria Lima, 2.391, 2º andar, conjunto 22, sala 2, Jardim Paulistano, CEP 01452-000, in the city and state of São
Paulo; (ii) made available to shareholders through the Company's Investor Relations Department at
www.jbs.com.br/ri
; (iii) submitted to the
BM&FBOVESPA - Securities, Commodities and Futures Exchange, in compliance with Article 124, paragraph 6, of Law 6404/76; and (iv) made
available to shareholders on the website of the Brazilian Securities and Exchange Commission (CVM).
Agenda:
(i) to amend the Company's Bylaws to adjust them to the new Listing Rules of the BM&FBOVESPA's Novo Mercado segment; (ii) to amend the
Company's Bylaws to change the name of the current position of "Legal Officer" to "Institutional Relations Officer" and expand the attributions of
this position; and (iii) to consolidate the Bylaws.
Resolutions: As the reading of the agenda was waived, all shareholders attending the meeting resolved that the Meeting would be drawn up in a
summary format, pursuant to Article 130, paragraph 1, of Law 6404/76. The shareholders were entitled to present votes and statements which,
after being received by the presiding board, will be filed at the Company's headquarters.
(i) All the attending shareholders approved the amendment to the Company's Bylaws to adjust them to the new Listing Rules of the
BM&FBOVESPA's Novo Mercado segment. The amended articles are now worded as per the consolidated Bylaws in Exhibit I herein. the
shareholder BNDES Participações S.A. ­ BNDESPAR abstained from voting on the amendment to Article 6 of the Bylaws.
(ii) All the attending shareholders approved the change of the current position of "Legal Officer" to "Institutional Relations Officer" and the
expansion of the attributions of this position. The amended articles are now worded as per the consolidated Bylaws (Exhibit I).
(iii) All the shareholders attending the meeting approved the consolidation of the Bylaws.
Closing and Drawing up and Reading of the Minutes: There not being further matters to discuss, the meeting was adjourned for the time
necessary for the drawing up of these minutes, which were read, found to be in compliance and signed by all those present.
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JBS S.A. © 2009 Todos os direitos reservados
Venue and Date: São Paulo, October 25, 2011.
Shareholders Attending the Meeting: By proxy: Paulo Roberto Bellentani Brandão ­ Abu Dhabi Retirement Pensions and Benefits Fund; American
Airlines, Inc. Master Fixed Benefit Pension Trust; AT&T Union Welfare Benefit Trust; Bell Atlantic Master Trust; Bellsouth Corporation RFA Veba
Trust; Blackrock Institutional Trust Company NA; Blackwell Partners LLC; BMO Harris Emerging Markets Equity Portfolio; BNY Mellon Funds Trust ­
BNY Mellon Emerging Markets Fund; Bombardier Trust Canada Global Equities Fund; BT Pension Scheme; Cadmos Fund Management Guile
Emerging Markets EF, Caisse de Depot et Placement du Quebec; Canada Pension Plan Investment Board; CF DV Emerging Markets Stock Index
Fund; CIBC Emerging Markets Fund; CIBC Emerging Markets Index Fund; City of Philadelphia Public Employees Retirement System; College
Retirement Equities Fund; County Employees Annuity and Benefit Fund of the Cook County; Eaton Vance Collective Investment TFE Ben Plans EM
MQ Equ FD; Eaton Vance International (Ireland) Funds PLC/EATON Vance International (Ireland) PPA; Eaton Vance Parametric Structured
Emerging Markets Fund; Eaton Vance Parametric Tax-Managed Emerging Markets Fund; Emerging Markets Equity Index Master Fund; Emerging
Markets Equity Trust 1; Emerging Markets Equity Trust 4; Emerging Markets Index Fund E; Emerging Markets International Fund; Emerging Markets
Sudan Free Equity Index Fund; Employees Retirement System of Texas; Environment Agency Active Pension Fund; Fidelity Fixed- Income Trust:
Spartan Emerging Markets Index Fund; Fidelity Fixed - Inc. Trust: Spartan Global EX U.S. Index Fund; Fidelity Fixed-Income Trust: Fidelity Series
Global EX US Index Fund; Florida Retirement System Trust Fund; Ford Motor Company Defined Benefit Master Trust; Formula Investing
International Value 400 Fund; Fundo Latino Americano CIBC; Future Fund Board of Guardians; GMO Real Return Asset Allocation Fund, L.P.; GMO
Trust on Behalf of GMO Emerging Countries Fund; IBM 401(K) Plus Plan; IBM Diversified Global Equity Fund; Imperial Emerging Economies Pool;
International BK for RECNS and Development ATFSRPAT / RT Staff BN PLN AND TRT; Ishares MSCI Brazil (Free) Index Fund; Ishares MSCI Bric
Index Fund; Ishares MSCI Emerging Markets Index Fund; Janus Aspen Series Overseas Portfolio; Janus Capital Funds PLC / Janus Emerging
Markets Fund; Janus Emerging Markets Fund; Janus Overseas Fund; Janus Real Return Allocation Fund; John Hancock Funds II International
Equity Index Fund; John Hancock Variable Insurance Trust International Equity Index Trust A; John Hancock Variable Insurance Trust International
Equity Index Trust B; Magellan - Banco Santander S.A.; Managed Pension Funds Limited; Mellon Bank N.A Employee Benefit Collective Investment
Fund Plan; Microsoft Global Finance; Northern Trust Investment Funds PLC; Northern Trust Non-Ucits Common Contractual Fund;
Pensionskassernes Administration A/S; PPL Services Corporation Master Trust; Public Employees Retirement Association of New Mexico;
Pyramis Global EX US Index Fund LP; Raytheon Company Master Trust; SBC Master Pension Trust; Schwab Emerging Markets Equity ETF;
Schwab Fundamental Emerging Markets Index Fund; SPDR S&P Emerging Latin America ETF; SSGA Msci Brazil Index Non-Lending QP Common
Trust Fund; SSGA SPDR ETFS Europe I Public Limited Company; State of Wyoming, Wyoming State Treasurer; State Street Bank and Trust
Company Invst FDS for Tx Exmpt Retir Plans; State Street Emerging Markets; Stichting Depositary APG Emerging Markets Equity Pool; SPDR S&P
Emerging Latin America ETF; TBC Pooled Employee FD Int ACWI Ex US Equity Fund; Teacher Retirement System of Texas; The Master Trust Bank
of Japan, Ltd as Trustee of BNY Mellon TBCM EM VL EQ Mother FD; The Bombardier Trust UK; The EMM Umbrella Funds; The GMO Emerging
Markets Fund; The Government of the Province of Alberta; The Monetary Authority of Singapore; The Pension Reserves Investment Management
Board; The State Teachers Retirement System of Ohio; The TBC Private Trust; The TBC Private Trust ACWI Ex US Value Fund; The Texas
Education Agency; Treasurer of the State of North Carolina Equity Investment Fund Pooled Trust; Trust & Custody Serv. Bank, Ltd. As Trustee for
Comgest Emerging Equity Fund; USAA Emerging Markets Fund; Vanguard FTSE All- World Ex-US Index FD, A Series of Vanguard Inter Eq Index
Fds; Vanguard Emerging Markets Stock Index Fund; Vanguard Investment Series PLC; Vanguard Total International Stock Index Fund, A Series of
Vanguard Star Fund; Vanguard Total World Stock Index Fund, A Srs of Vngrd Int Equity Index Funds; Virginia Retirement System; Wellington
Management Portfolios (Dublin) P.L.C.; Wellington Trust Company N.A.; Wheels Common Investment Fund; by proxy FB Participações S.A. -
Alexandre Tadeu Seguim; by proxy BNDES Participações S.A. ­ BNDESPAR - Anna Paula Bottrel Souza; by proxy PROT - Fundo de Investimento
em Participações - Otávia Bortoti; Alexandre Tadeu Seguim.
"This is a free English translation of the original minutes of the Shareholders' Meeting drawn up in the Company's records".
Alexandre Tadeu Seguim Laura de Silva Alvares Affonso
Chairman Secretary