JBS S.A.

Corporate Taxpayer's ID (CNPJ/ME): 02.916.265/0001-60

Company Registry (NIRE): 35.300.330.587

Authorized Capital Publicly Held Company

EXCERPT OF THE MINUTES OF THE BOARD OF DIRECTORS' MEETING

HELD ON MARCH 24, 2021, AT 10:30 A.M.

Date, Time and Venue: March 24, 2021, at 10:30 a.m., at the headquarters of JBS S.A. ("Company"), at Avenida Marginal Direita do Tietê, 500, Bloco I, 3º Andar, Vila Jaguara, CEP 05118- 100, in the city and state of São Paulo, via video conferencing.

Call notice: The call notice was sent via e-mail to all members of the Board of Directors, pursuant to article 18 of the Company's Bylaws.

Attendance: The necessary quorum for the Board of Directors' Meeting was verified, given the presence of all the members of the Board of Directors, pursuant to articles 15 and 18 of its Bylaws, namely: Jeremiah O'Callaghan (Chairman), José Batista Sobrinho (Vice-Chairman),Wesley

Mendonça Batista Filho, Aguinaldo Gomes Ramos Filho, Gilberto Meirelles Xandó Baptista,

Alba Pettengill, José Guimarães Monforte, Márcio Guedes Pereira Júnior and Gelson Luiz Merisio.

Messrs. Gilberto Tomazoni, CEO of the Company, and Guilherme Perboyre Cavalcanti, Chief Financial and Investor Relations Officer partially attended the meeting as guests to present certain matters on the agenda.

The meeting was entirely attended by Mr. Daniel Pitta, the Company's Chief Legal Officer.

Presiding: Jeremiah O'Callaghan, Chairman; Milena Hitomi Yanagisawa, Secretary.

Agenda: (i) to present an overview of the market and the operations of the Company and its subsidiaries for the fiscal year ended December 31, 2020; (ii) to analyze the financial statements accompanied with the Company's Independent Auditors' Report for the fiscal year ended December 31, 2020 ("Financial Statements") and the Company's Management Report ("Management Report") (Grant Thornton Auditores Independentes will be available to discuss the developments of the audit works carried out at the Company for the above-mentioned period); (iii) to discuss and resolve on the Company's Financial Statements, Management Report, the management accounts for the fiscal year ended December 31, 2020, as well as to approve the proposal for allocation of net income for

1

the year; (iv) to discuss and resolve on the Management Proposal for the Annual and Extraordinary Shareholders' Meeting, the Call Notice of the Company's Annual and Extraordinary Shareholders' Meeting and the convening of the Company's Annual and Extraordinary Shareholders' Meeting; (v) to discuss and resolve on the authority limits of the Executive Board to perform the acts provided for in article 19 of the Company's Bylaws; (vi) to discuss and resolve on the update of the Policy for the Appointment and Training of Members of the Company's Board of Directors, Executive Board and Committees; (vii) to discuss and resolve on the update of the Board of Directors' Internal Regulations; (viii) to report the activities of the Statutory Audit Committee, Governance, Compensation and Nomination Committee, Social and Environmental Responsibility Committee, Financial and Risk Management Committee and Related Parties Committee.

Discussions and Resolutions:

  1. The meeting began with the presentation of the Company's Chief Executive Officer, Mr. Gilberto Tomazoni, about JBS's commitment to include sustainability as a central topic of its global strategy, benefitting society by means of innovation and increased productivity.

As announced yesterday in a Notice to the Market, the Company has committed to zeroing its greenhouse gas emission balance, reducing the intensity of direct and indirect emissions and offsetting all residual emissions, to become Net Zero by 2040.

Mr. Gilberto Tomazoni emphasized the Company's responsibility to the ESG agenda (Environmental, Social and Governance), the efforts of which have started more than a decade ago, such as the social and environmental monitoring of cattle suppliers, which will be extended to the suppliers of the suppliers by means of a system that uses blockchain technology, as well as the reduction of approximately 20% of greenhouse gas emissions by JBS.

The Board members praised and congratulated the Company for the initiative.

  1. subsequently, Messrs. Gilberto Tomazoni and Guilherme Perboyre Cavalcanti made a joint presentation on the overview of the operations of the Company and its subsidiaries in the period ended December 31, 2020, emphasizing net revenue, adjusted EBITDA, adjusted EBITDA margin, net income and free cash generation;
  2. then, the members of the Board of Directors analyzed and discussed the Financial Statements and the Management Report. In addition, Mr. Jeremiah Alphonsus O'Callaghan said that the Company's Fiscal Council analyzed the Company's Financial Statements and issued an

2

opinion in favor of the approval of the Company's Financial Statements. Mr. Gilberto Meirelles Xandó Baptista, Coordinator of the Company's Statutory Audit Committee, declared that the above- mentioned Committee also analyzed said documents and issued an opinion in favor of the approval of the Company's Financial Statements. After these presentations and discussions, the members of the Board of Directors resolved to approve, by a unanimous vote, the Financial Statements, Management Report and management accounts for the fiscal year ended December 31, 2020, as well as the proposal for allocation of net income for the year;

  1. then, Mr. Daniel Pitta presented to the Board members the matters to be resolved at the next Annual and Extraordinary Shareholders' Meeting ("AESM"), as well as the terms of the AESM Call Notice, the respective Management Proposal and the proposal to amend the Company's Bylaws, as defined below and whose documents were previously made available to the members of the Board of Directors by means of the Diligent Board portal:

At the Annual Shareholders' Meeting:

  1. To resolve on the financial statements and management accounts for the fiscal year ended December 31, 2020.
  2. To resolve on the allocation of net income for the fiscal year ended December 31, 2020 and the distribution of dividends.
  3. To resolve on the number of members who will make up the Company's Board of Directors for the next term of office.
  4. To resolve on the election/reelection of nine members of the Board of Directors for the next unified term of office of two (2) years. In this sense, the members of the Board of Directors issued an opinion in favor of the eligibility and independence criteria of the candidates appointed by the Company's Management to make up the Board of Directors for the next term of office.
  5. To resolve on the number of members who will make up the Company's Fiscal Council for the next term of office.
  6. To resolve on the election/reelection of the members of the Fiscal Council for a term of office of one (1) year.
  7. To set the overall annual compensation of the Company's Management and members of the
    Fiscal Council for the 2021 fiscal year..

At the Extraordinary Shareholders' Meeting:

1. To resolve on the amendments to articles 1, 2, 5, 6, 10, 11, 12, 13, 14, 15, 18, 19, 20, 21,

27, 29, 30, 32 and 54, as well as on the exclusion of the former article 25 of the Company's

Bylaws, as per the Management Proposal.

3

2. To resolve on the consolidation of the Company's Bylaws.

After presenting the items to be resolved at the AESM, the members of the Board of Directors discussed the information and, based on the recommendations of the Governance, Remuneration and Nomination Committee and the Statutory Audit Committee, approved the Call Notice of the AESM and the Management Proposal.

  1. In view of the resolutions taken in item (v) above, the Board members approved, by a unanimous vote, the convening of the AESM to be held on April 28, 2021 to resolve on the items on the Call Notice.

The members of the Board of Directors authorized the Executive Officers to perform all the acts necessary to publish and make available the Call Notice and the corresponding Management Proposal;

  1. subsequently, Mr. Daniel Pitta presented to the Board members the proposal to renew the authority limits of the Executive Board established in article 19 of the Company's Bylaws. The Chairman of the Board of Directors also reported that the Governance, Remuneration and Nomination Committee analyzed the authority limits and recommended the approval of their renewal. After discussing the matter, the members of the Company's Board of Directors approved, by a unanimous vote, the setting of the following authority limits for the Company's Executive Board regarding the acts provided for in items (XVII), (XX), (XXI), ( XXII), (XXIII), (XXIV) and (XXXI) of article 19 of the Company's Bylaws:

Article

An amount equivalent to seven hundred and fifty million U.S. dollars

19

(US$750,000,000.00), per transaction, for the issue of any funding instruments,

(XVII)

including "bonds", "notes", "commercial papers", or others commonly used on the

market, for the members of the Executive Board of the Company and its subsidiaries

in Brazil and abroad.

Article

An amount equivalent to twenty million U.S. dollars (US$20,000,000.00) for the

19 (XX)

rental of industrial plants, per plant and per year, for the members of the Executive

Board of the Company and its subsidiaries in Brazil and abroad.

Article

An amount equivalent to two hundred million U.S. dollars (US$200,000,000.00), per

19 (XX)

transaction, for the acquisition or disposal of investments in equity interests, corporate

associations or strategic alliances with third parties, for the members of the Executive

Board of the Company and its subsidiaries in Brazil and abroad.

4

Article

An amount equivalent to two hundred million U.S. dollars (US$200,000,000.00), per

19 (XXI)

transaction, for the acquisition or disposal of permanent assets and real estate, for

the members of the Executive Board of the Company and its subsidiaries in Brazil

and abroad.

Article

An

amount

equivalent

to

seven

hundred

and

fifty

million

U.S.

dollars

19

(US$750,000,000.00), per transaction, for the placement of liens and the provision of

(XXII)

surety bonds and guarantees for its own obligations and/or the obligations of its

subsidiaries in Brazil and abroad, for the members of the Executive Board of the

Company and its subsidiaries in Brazil and abroad.

Article

An amount equivalent to one million reais (R$1,000,000.00), per transaction and per

19

year, for the placement of liens and the provision of surety bonds and guarantees by

(XXII)

the Company, in rental contracts in favor of its employees and/or employees of related

companies (as defined in the Income Tax Regulations) for the duration of their

employment contract, for the members of the Executive Board of the Company and

its subsidiaries in Brazil and abroad.

Article

An amount equivalent to one hundred million reais (R$100,000,000.00) for the

19

execution, amendment or termination of any contracts, accords or agreements

(XXIII)

between the Company or its subsidiaries and any related parties, considered

individually or cumulatively, in the period of the last twelve (12) months, pursuant to

the Policy for Related Parties, approved by the Board of Directors, for the members

of the Executive Board of the Company and its subsidiaries in Brazil and abroad.

Article

An

amount

equivalent

to

seven

hundred

and

fifty

million

U.S.

dollars

19

(US$750,000,000.00), per transaction, for incurring debt, in the form of loans or issue

(XXIV)

of debt instruments or assumption of debt, or any legal transaction that affects the

Company's capital structure, for the members of the Executive Board of the Company

and its subsidiaries in Brazil and abroad.

Article

An amount equivalent to five hundred million U.S. Dollars (US$500,000,000.00) for

19

signing any contract, agreement or other instrument of assumption of rights and

(XXXI)

obligations which (a) cannot be terminated by the Company or its subsidiaries, at the

discretion of the Company or its subsidiaries, within ninety (90) days of the date on

which it notifies the other party of its intention of terminating the contractual

relationship; or (b) entails the payment of any modality of sanction or pecuniary

obligation by the Company or its subsidiaries, including, but not limited to, fines, loss

of profits, take or pay clause and/or commitment of the Company or its subsidiaries

to remain with the obligation of paying installments not yet due in an amount equal to

or higher than three (3) months of pecuniary obligations signed between the Company

5

This is an excerpt of the original content. To continue reading it, access the original document here.

Attachments

  • Original document
  • Permalink

Disclaimer

JBS SA published this content on 09 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 09 April 2021 21:48:02 UTC.