JBS S.A.

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

Company Registry (NIRE): 35.300.330.587

Authorized Publicly Held Company

EXCERPT OF THE MINUTES OF THE BOARD OF DIRECTORS' MEETING

HELD ON MAY 12, 2021, AT 11:00 A.M.

Date, Time and Venue: The meeting of the Board of Directors of JBS S.A. ("Company") was held on May 12, 2021, at 11 a.m., 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 email to the 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 (Chair), José Batista Sobrinho (Vice-Chair),Wesley Mendonça Batista Filho, Aguinaldo Gomes Ramos Filho, Gilberto Meirelles Xandó Baptista, Alba Pettengill, Márcio Guedes Pereira Júnior, Gelson Luiz Merisio and Leila Abraham Loria.

The meeting was also attended by Messrs. Gilberto Tomazoni, CEO; Guilherme Perboyre Cavalcanti, Chief Financial and Investor Relations Officer; and José Marcelo Martins Proença, Compliance Officer.

Mr. Daniel Pitta, the Company's Chief Legal Officer, also attended the meeting.

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

Agenda: (i) to discuss and resolve on the election of the Chair and Vice-Chair of the Company's Board of Directors; (ii) to present an overview of the market and the operations of the Company and its subsidiaries in the period ended March 31, 2021, and to discuss with the Company's Management (Grant Thornton Auditores Independentes will be available to discuss the development of the audit works at the Company for the period); (iii) the issue of the Coordinator of the Statutory Audit Committee's opinion ("CAE") on the Company's Interim Financial Statements for the period ended March 31, 2021 ("Interim Financial Statements"); (iv) to discuss

1

and the issue of the Board of Directors' opinion on the Company's Interim Condensed Financial Statements for the period ended March 31, 2021; (v) to discuss and resolve on the Company's liability management transactions; (vi) to update the works carried out by the Company's Compliance department; (vii) to resolve on the termination of the Stock Option Plan; and (viii) to discuss and resolve on the composition of the Company's Financial and Risk Management Committee and the Social and Environmental Responsibility Committee.

Discussions and Resolutions:

  1. initially, the members of the Board of Directors unanimously resolved: (a) with abstention of Mr. Jeremiah Alphonsus O'Callaghan, to elect as Chair of the Board of Directors Mr. Jeremiah Alphonsus O'Callaghan, Irish, married, engineer, holder of foreigner identification document (RNE) W675005W, holder of individual taxpayer's ID (CPF/ME) no. 012.266.188-55 and (b) with abstention of Mr. José Batista Sobrinho, to elect as Vice-Chairof the Board of Directors Mr. José Batista Sobrinho, Brazilian, married, businessman, holder of identification document (RG) no. 172.026 SSP/DF and individual taxpayer's ID (CPF/ME) no. 052.970.871-04, both of them resident and domiciled in the city and state of São Paulo, with business office at Av. Marginal Direita do Tietê, 500, Bloco I, 3º Andar, Vila Jaguara, CEP 05118-100, in the city and state of São Paulo, for an unified term of office of two (2) years, ending on the general meeting that resolves on the financial statements for the fiscal year ended December 31, 2022;
  2. subsequently, Messrs. Gilberto Tomazoni, Guilherme Perboyre Cavalcanti and Wesley Mendonça Batista Filho presented an overview of the operations of the Company and its subsidiaries for the quarter ended March 31, 2021, highlighting the Company's financial and operational solidity;
  3. Mr. Gilberto Meirelles Xandó Baptista, Coordinator of the Statutory Audit Committee ("CAE"), informed that the members of CAE (a) analyzed the Interim Financial Statements; (b) monitored the works carried out by Grant Thornton by means of inquiries and discussions; and
    (c) formalized questions on the acts and significant transactions carried out by the Company's
    Management included in the Interim Financial Statements. Based on the review and on the information and clarifications received, and taking into consideration the Management Report and the Auditor's Report, the members of CAE declared that they have analyzed the Company's Interim Financial Statements for the period ended March 31, 2021, with emphasis on the application of the adopted accounting practices and compliance with the standards, considering that they are appropriate and reflect with quality all the Company's information therein, recommending that they be submitted for analysis of the Company's Board of Directors;

2

  1. after the above facts, the members of the Board of Directors unanimously approved the
    Company's Interim Financial Statements for the period ended March 31, 2021 and authorized the Company's Management to disclose them;
  2. subsequently, Mr. Guilherme Perboyre Cavalcanti presented the Company's liability management transactions, clarifying all the questions received from the members of the Board of Directors;
  3. then, Mr. Daniel Pitta presented the termination of the Stock Option Plan, clarifiyng all the questions received from the members of the Board of Directors.

After analyzing and discussing the matter, the members of the Board of Directors unanimously approved the termination of the Stock Option Plan;

  1. subsequently, the Chair of the Board of Directors presented to the members of the Board of Directors the proposal for change in the composition of the Financial and Risk Management Committee, the Social and Environmental Sustainability Committee and the Related Parties Committee. The Chair of the Board of Directors and the Coordinator of the Governance, Compensation and Nomination Committee, Mr. Jeremiah O'Callaghan emphasized that such changes were object of discussions and recommendation by the members of the Governance, Compensation and Nomination Committee at a meeting held on May 10, 2021, who suggested that the matter be resolved by the members of the Board of Directors.

After analyzing and discussing the matter, the members of the Board of Directors unanimously approved the change in the composition of the Financial and Risk Management Committee, the Social and Environmental Sustainability Committee and the Related Parties Committee, who are now composed as follows, and the structures of the Statutory Audit Committee and the Governance, Compensation and Nomination Committee are maintained, as follows:

STATUTORY AUDIT COMMITTEE:

NAME

POSITION IN THE COMMITTEE

GILBERTO MEIRELLES XANDÓ BAPTISTA

COORDINATOR OF THE STATUTORY

AUDIT COMMITTEE AND

INDEPENDENT MEMBER OF THE

BOARD OF DIRECTORS

3

PAULO SÉRGIO CRUZ DORTAS MATOS

INDEPENDENT MEMBER OF THE

STATUTORY AUDIT COMMITTEE

ORLANDO OCTÁVIO DE FREITAS

INDEPENDENT MEMBER OF THE

STATUTORY AUDIT COMMITTEE

GELSON LUIZ MERISIO

INDEPENDENT MEMBER OF THE

BOARD OF DIRECTORS AND THE

STATUTORY AUDIT COMMITTEE

MILENA HITOMI YANAGISAWA

SECRETARY

RELATED PARTIES COMMITTEE:

NAME

POSITION IN THE COMMITTEE

GILBERTO MEIRELLES XANDÓ BAPTISTA

COORDINATOR

PAULO SÉRGIO DORTAS

MEMBER

ORLANDO FREITAS

MEMBER

GELSON LUIZ MERISIO

MEMBER

MILENA HITOMI YANAGISAWA

SECRETARY

SOCIAL AND ENVIRONMENTAL RESPONSIBILITY COMMITTEE:

NAME

POSITION IN THE COMMITTEE

JEREMIAH ALPHONSUS O'CALLAGHAN

COORDINATOR

WESLEY MENDONÇA BATISTA FILHO

MEMBER

RENATO MENEZES COSTA

MEMBER

GUILHERME MOTTA

MEMBER

ALBA PETTENGILL

MEMBER

MÁRCIO NAPPO

SECRETARY

GOVERNANCE, COMPENSATION AND NOMINATION COMMITTEE:

NAME

POSITION IN THE COMMITTEE

JEREMIAH ALPHONSUS O'CALLAGHAN

COORDINATOR

GILBERTO MEIRELLES XANDÓ BAPTISTA

MEMBER

MARCIO GUEDES PEREIRA JUNIOR

MEMBER

EDUARDO NORONHA

SECRETARY

4

FINANCIAL AND RISK MANAGEMENT COMMITTEE:

NAME

POSITION IN THE COMMITTEE

WESLEY MENDONÇA BATISTA FILHO

COORDINATOR

GUILHERME PERBOYRE CAVALCANTI

MEMBER

MARCIO GUEDES PEREIRA JUNIOR

MEMBER

GILBERTO MEIRELLES XANDÓ BAPTISTA

MEMBER

RAFAEL HARADA

SECRETARY

Mr. Jeremiah O'Callaghan also informed that on the same meeting held on May 10, 2021, the members of the Governance, Compensation and Nomination Committee discussed the monthly individual compensation of the members of the Board of Directors, the Governance, Compensation and Nomination Committee, the Social and Environmental Responsibility Committee, the Financial and Risk Management Committee and the Related Parties Committee ("Advisory Committees") and CAE and, according to a market compensation survey, they recommend the change in the monthly individual compensation of the members of the Board of Directors, the Advisory Committees and CAE, which was unanimously approved by the members of the Board of Directors.

  1. finally, Mr. José Marcelo Martins Proença presented to the members of the Board of
    Directors an update on the works carried out by the Company's Compliance department in 2020, highlighting: (a) the claims received and investigated by the Company's Ethical Line, (b) the implementation of the flow of claims submitted to the Statutory Audit Committee, (c) the trainings on Conflict of Interest, Anticorruption, Antitrust and Code of Ethics and Conduct in Brazil, the United States of America, Australia and Canada in 2020; (d) the trainings to be held in 2021, and
    (d) the processes analyzed in view of due diligence.

Minutes in Summary Form: The Board of Directors approved the drawing up of these minutes in summary form and their publication by omitting the signatures, pursuant to paragraphs 1 and 2 of article 130 of Brazilian Corporate Law.

Closure: There being no further business to discuss, the Chair offered the floor to anyone who intended to speak and, as no one did, the meeting was adjourned for the time necessary to draw up these minutes, which were then read, approved and signed by all attendees.

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 25 May 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 25 May 2021 14:24:03 UTC.