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 Tiet, 500, Vila Jaguar, CEP 05118-100, in the City and State of So Paulo.

Call Notice and Attendance: All members of the Companys Board of Directors and Fiscal Council were present, achieving a quorum to conduct business at the Special Shareholders Meeting.

Presiding: Joesley Mendona 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 Companys Management Proposal presented on this date, included in the Attachment I hereto (Proposal), 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 Companys shareholders to approve said Merger. (b) To determine the Companys 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 Managements 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 Mendona Batista, and Secretary: Francisco de Assis e Silva. Attending Members: Jos Batista Sobrinho; Jos Batista Junior; Joesley Mendona Batista; Wesley Mendona Batista; Marcus Vinicius Pratini de Moraes; Wagner Pinheiro de Oliveira; Natalino Bertin; Peter Dvorsak; Guilherme Rodolfo Laager; Valere Batista Mendona Ramos; Vanessa Mendona 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 Secretary

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