voluntary public offering for exchange of shares

7/30/2019 Voluntary Public Offering for Exchange of Shares

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JBS S.A.

Voluntary Public Offering Share SwapFebruary 10th, 2012


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Presenters

Jeremiah OCallaghan

Investor Relations Director

Wesley Mendona BatistaCEO

Gilberto XandVigors CEO


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*The announcement of the Offering will be published after the registration by CVM. Read the Proclamation in full to analyze the Offering conditions. Thispresentation does not constitute an offering of securities for sale in the United States. The securities mentioned herein may not be offered or sold in theUnited States absent registra tion or an exemption from registration under U.S. law. JBS S.A. does not intend to register or conduct a public offering ofthese securities in the United States.

Summary of the Exchange Offering

(1)

Transaction: Voluntary Public Tender Offer, directed to JBS shareholders, in which JBS offers Vigors

shares in exchange for JBS shares

Creditors: Covenants of the JBS USA notes due 2014, Bertin notes due 2016 and JBS S.A. notes due

2016. The transaction is subject to the consent of bondholders and from the other creditors of other

financings of JBS when applicable

Corporate governance: Same standards as JBS, listing in BM&FBovespa Novo Mercado segment, Board

of Directors composed of 7 members, 5 of which independent

AS a result of the Exchange Offer, Vigor will be a publicly listed company in Brazil, focused on the consumer

sector and listed on the BM&FBovespaNovoMercado segment

The Offering is subject to certain conditions which will be mentioned in the Offering Notice:

Analysis and approval by CVM, the Brazilian SEC, of certain exemptions from compliance with certainregulatory provisions of CVM 361/02 and 10/80

Consent of holders of Bonds issued by JBS and its subsidiaries

The definition of the valuation of Vigor and its shares, JBS shares and the exchange ratio of the Exchange

Offering will occur in a future JBS Board Meeting to be held prior to the publication of the Offering Notice


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Strategic Rationale

Market is possibly not fully perceiving Vigors value within JBS corporate structure

Vigor may potentially be valued at comparable consumer companies multiplesValuation of Vigor

The Exchange Offering will not impact JBS participation in the current indexes (for

example: Ibovespa, MSCI, among others)

No impact on JBSstock liquidity

Flexibility to support growth strategy

Capital structure independent from JBS

Own corporate governance, strategy and management team

Higher visibility andflexibility for

potential strategicmoves

Discussions with market analysts, from relevant banks and brokersIndependent and dedicated Investor Relations activities

Clear marketpositioning


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CONFIDENCI

JBS share price:

to be defined by JBS Board of Directors

before the publication of the Offering Notice

Equity Value ofVigor:

total Equity value of Vigor to be defined byJBS Board of Directors

Number of JBS Shares Object of the Exchange Offering:

Calculated by the formula: Equity Value of VigorJBS Share Price"

Exchange Ratio Definition


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CONFIDENCI

Shareholders Maximum Amount of JBS Shares Object of the Exchange Offering

Note: 1. Total amount of JBS shares after the cancellation of the treasury shares2. Please refer to the previous slide for further information

Stake of a Given Shareholder in JBS:

Calculated by the formula: Amount of JBS Shares Owned by the Given Shareholder2,963,924,2961

MaximumAmount of JBS Shares Object of the Exchange Offering by a Given Shareholder:

Calculated by the formula: Number of JBS sharesobject of the Exchange

Offer2

Stake of the Given Shareholderin JBS

JBS shareholders will be allowed to determine the amount of shares which they intend to tender in the ExchangeOffering and, in case of non-participation in the Exchange Offering and, thus, non-participation in the auction, there will

be no change to their quality as JBS shareholders nor in their ownership of shares issued by JBS, subject to a possibleadjustment in the stake owned, which will depend on the result of the Exchange Offer

CONFIDENCI


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CONFIDENCI

Exchange Offering Timeline

Procedure to Participate in the AuctionThe commencement of the Exchange Offering is pending approval by the CVM, which is currently reviewing the documents relatingto the Exchange Offer. JBS shareholders interested in participating in the auction will have 30 days from the share base date toexpress their interest to a broker that is authorized to operate in the BOVESPA segment of BM&FBOVESPA. Participation in the

auction shall be in accordance with the requirements established by the regulations of BM&FBOVESPA, as well as therequirements mentioned in the Offering Notice. Each shareholder of JBS interested in participating in the Exchange Offering mustcomplete a Form of Intention, indicating, among other information, the amount of shares owned as of the date of the Launch andthe amount of shares subject to the auction, which will be restricted to such shareholders percentage ownership in JBSshareholders equity

Filing of theExchange Offering

documents withCVM (February 9,2012)

Document Analysis by CVM X days Qualification Period for the Auction 30 days

Interval until theAuction 2

days

Share Base Date Auction


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Vigors Corporate Governance

Transparency

Best practices

Reliability

Best products and services

SolidityProfitability

Future

1 president5 independent members

1 effective member

Elected and removed at any time by theGeneral Assembly.

Executive Directors and Board of Directors

Board of Directors Permanent Fiscal Committee

7 members 3 members

Elected by the Board of Directors for aterm of three years and eligible forreelection.

Executive Directors

SustainabilityRisk Management

Financial

Board of Directors Committees

3 committees

Vigor will be part of the Novo Mercado segment in which companies agree to follow a set of rulesthat provide greater transparency and certainty for investors.

*


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Independent

MemberVicente Falconi

Campos

Member

Joesley Batista

Independent

Member

Srgio Carvalho

Mandin Fonseca

Mr. Joesley Batista is thecurrent Chairman of JBS,

elected on January 2nd

,2007, and has more than20 years of experience inbeef production at the JBSGroup. Mr. Joesley Batistahas been working at theJBS Group since 1988 andis member of the Batistafamily.

Joesley was also CEO ofJBS SA between 2006 in2011, a period in whichrevenues have grown by1,200%, and the Companyhas made differenttransformational

acquisitions in NorthAmerica and Australia, inaddition to going public in2007.

Bachelor in IndustrialEngineering from Escola

Politcnica at the University ofSo Paulo, post-graduate inSales and Marketing StrategicAdministration by the Univ. ofCalifornia, Berkeley, and PGA

Advanced ManagementProgram by Fund. Dom Cabraland Insead, France. He wasthe Retail Director at MartinsComrcio e Atacado from1987 to 2003, and Vice-President for Domestic Marketat Sadia from 2004 to 2009.Member of the ExecutiveCommittee at Apprimus from2002 to 2003; member of theBoard of Directors at Excelsior

Alimentos from 2008 to 2009;current member of the Boardat Associao Comercial eIndustrial de Uberlndia.

Mr. Vicente Falconi Campos isa member of the Board of

Directors at Ambev andInstitutional Board ofManagerial Development(Conselho do Instituto deDesenvolvimento Gerencial -INDG), as well as an Emeritusprofessor at the FederalUniversity of Minas Gerais. Mr.Campos has been a Boardmember of Sadia andUnibanco and has receivedawards from different publicorganizations, both from theExecutive and Legislativebranches, and businessassociations, as well as havingpublished six books onBusiness Administration.Bachelor in Mining andMetallurgy Engineering fromthe Federal University of MinasGerais, as well as a M.Sc. andPh.D. from the ColoradoSchool of Mines (EUA).

Independent

Member

Cristiana Arcangeli

Mrs. Cristiana Arcangelihas graduated in Dentistry

with specialization inEndodontics and has beenworking in the cosmeticssegment for more than 25years, in which she hascreated brands such asPhytoervas, h Cosmticosand Beautyin. Mrs.Arcangeli has receiveddifferent awards for herinfluence in the cosmeticsand fragrances segmentand for her entrepreneurialactions, as well as beingthe first female member ofthe Brazilian MarketingAcademy, a volunteer atEndeavor, a writer of threebooks and participant onTV shows.

Independent

Member

Evandro Guimares

Chairman

Wesley BatistaMr. Wesley Batista has become CEO of JBS global operations in Feb/2011. Prior to his current position, he was president and CEO of JBS USA, where he supervised the growth and development of the

market in the USA after Swift & Companys acquisition in 2007. Under his management, JBS USA more than doubled its revenues in the last 4 years, acquiring Smithfield Beef, JBS Five Rivers Feedlot, amajority stake in Pilgrims Pride, as well as expanding its Australian operations acquired along with Swift. During the previous fifteen years, Mr. Batista acted as Chief Operating Officer (COO) of JBS beefoperations in Brazil and Argentina.

Mr. Evandro holds aBachelor degree in Business

Administration fromFundao Getlio Vargas inRio de Janeiro in 1970.

He started his career at CibaGeigy as Product Manager,then moved to BicicletasCaloi S.A. as a MarketingManager.

He then moved to So Pauloin 1980 in the Sales Divisionof TV Globo and in 1984 waspromoted to National SalesDirector. From 1989 till 1997,he headed Globos Center ofAffiliates and Expansion andwas nominated as

Institutional Relations Vice-President at OrganizaesGlobo, directly interactingwith the Executive,Legislative and Judicialbranches until the end of2011.

7 members, 5 of whom independent with vast business experience.

Independent

Member

Betnia Tanure

de Barros

Professor at PUC MG, PhDfrom the Brunel University

(England), Post-graduate inManagement Consulting byHenley Management College(England), specialized inmanagement by INSEAD,psychologist by PUC MG.Works as a BTA-certifiedtechnical consultant, andprofessor at national andinternational companies suchas: ArcelorMittal, BancoSantander, Banco Central doBrasil, Banco Ita, Brasilprev,Embraer, Gerdau, Kimberly-Clark, IBM, Natura, RBS,Sadia, Samarco, TAP,

Usiminas, Vale, Via Retail andWeg. Board Member at RBSand GOL Linhas Areas, Actsas speaker at events in Braziland abroad and has publishedbooks in Brazil and abroad.

Corporate Governance - Board of Directors


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Vigor Overview

Vigor was founded in 1917 and is headquartered in So Paulo. Vigor produces and commercializes dairy products, fats and vegetableoils, pasta, juices, among others

Vigor is one of the largest dairy companies in Brazil, with leading position in different categories

~80% of Vigors revenues come from the Southeast region with ~70% coming from the State of So Paulo

2011 Revenues: R$ 1.2+ billion

Approximately 3,300 employees

Facilities Production plants 6 (Gois, So Paulo, Minas Gerais and Paran) J.V. production plants 1 (So Paulo-Cruzeiro do Sul, Joint Venture - Arla Foods) Milk Collection Centers 4 (Minas Gerais, So Paulo and Paran) Distribution Centers 7 (Pernambuco, Bahia, Minas Gerais, Rio de Janeiro, So Paulo, Cear and Rio Grande do Sul)

Vigor collects of 22 mm liters of milk / month

Strong and renowned brands, such as: Vigor, Leco, Faixa Azul, Serrabella and Danbio

CEO

Gilberto Xand

Mr. Gilberto Meirelles Xand Baptista holds a Bachelor degree in Business Administration from Fundao Getlio Vargas, aMaster Degree in Retail from USP/FEA and specialization in Business Management PGA from Fundao Dom Cabral/INSEAD, inFrance. He has large multidisciplinary experience and has worked in the areas of Finance, Controlling, Trade Marketing,Marketing, Commercial (Brazil and other countries) and Business Unit Management at Natura, Sadia S.A. and Coopers &Lybrand.

Source: Company information


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Seven units, capacity of more than 50,000 tons/month

Four Milk Collection Centers

1,280 producers

Approximately 22 million liters collected per month

Seven distribution centers More than 20,000 active clients

Dairies plant

Vegetable Fat plant

Mixed plant

Distribution Centers

Collection Centers

Plants

Collection Centers

Distribution Centers


Broad Distribution Network and Operations in Strategic Areas


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Highly Renowned Brands and Products
http://www.vigor.com.br/vigor/foodservice/marca.php?idm=4&idc=0


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Market Leadership

1 liter Yogurt Cheese Spread

Parmesan CheeseNatural Yogurt

Source: Nielsen, 2011

31% marketshare in theMetropolitanregion of So

Paulo

30% in theMetropolitan

region of SoPaulo

11% market share in Brazil and 17% in the

Metropolitan region of So paulo
http://www.vigor.com.br/prod/prod_det.asp?t=1&cat=13&id_produto=8196220http://www.vigor.com.br/prod/prod_det.asp?t=1&cat=13&id_produto=8196205


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Dairies and Cheese Markets in Brazil

Source: Nielsen, 2011

Dairies

Market

VIGOR

834

51

Vol ktons

+ 9

+ 14

Val %

280

Cheese

VIGOR

+ 3

Vol %

4,8

Val R$MM

+ 19

Market 79

Vol ktons

+ 13

Val %

+ 6

Vol %

1,2

Val R$MM

11 + 18 184 + 25

Vigor grows twice as much as the Market

LEADERSHIP IN CHEESE SPREAD LEADERSHIP IN FAIXA AZULPARMESAN CHEESE

LEADERSHIP IN LIQUIDYOGURTS IN SO PAULO

LEADERSHIP IN NATURALYOGURTS IN SO PAULO


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67,0%

17,0%

14,0%

2,0%

61,0%

23,0%

8,0%

8,0%

Market Highlights

Revenue breakdown by product (%) Sales breakdown by state (%)

DairyProducts

Margarinesand

Vegetable Oils

Other

64,6%

5,7%4,1%

4,2%

2,1%

4,8%

14,6%

Other

SP

RJPR

MG

Gois/DF/MS/MT

RS

Distribution channels (%)

Small and Medium Retail

Key Account

Wholesale / Distributor

Other


UHT Milk


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Thank you!

voluntary public offering for exchange of shares

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