The document summarizes a presentation made by JBS S.A. about a voluntary public share swap offering between JBS and Vigor. The key points are: 1) JBS is offering Vigor shares in exchange for JBS shares, which will list Vigor on the Brazilian stock exchange. 2) The transaction is subject to regulatory approvals and consent from JBS bondholders. 3) Vigor will have the same high corporate governance standards as JBS and focus on the consumer sector. 4) The presentation provides details on the transaction timeline, exchange ratio calculation methodology, and Vigor's operations and market position in dairy products.

1. JBS S.A.
Voluntary Public Offering – Share Swap
February 10th, 2012

2. Presenters
Wesley Mendonça Batista
CEO
Gilberto Xandó
Vigor’s CEO
Jeremiah O’Callaghan
Investor Relations Director
PAGE 2

3. Summary of the Exchange Offering
Transaction: Voluntary Public Tender Offer, directed to JBS’ shareholders, in which JBS offers Vigor’s
shares in exchange for JBS’ shares
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&FBovespa“Novo Mercado” 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 certain
regulatory provisions of CVM 361/02 and 10/80
• Consent of holders of Bonds issued by JBS and its subsidiaries
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
The definition of the valuation of Vigor and its shares, JBS’ shares and the exchange ratio of the Exchange
(1)
Offering will occur in a future JBS Board Meeting to be held prior to the publication of the Offering Notice
*The announcement of the Offering will be published after the registration by CVM. Read the Proclamation in full to analyze the Offering conditions. This
presentation does not constitute an offering of securities for sale in the United States. The securities mentioned herein may not be offered or sold in the
United States absent registration or an exemption from registration under U.S. law. JBS S.A. does not intend to register or conduct a public offering of
these securities in the United States.”
PAGE 3

4. Strategic Rationale
Market is possibly not fully perceiving Vigor’s value within JBS’ corporate structure
Valuation of Vigor
Vigor may potentially be valued at comparable consumer companies’ multiples
No impact on JBS’ The Exchange Offering will not impact JBS’ participation in the current indexes (for
stock liquidity example: Ibovespa, MSCI, among others)
Higher visibility and Flexibility to support growth strategy
flexibility for
Capital structure independent from JBS
potential strategic
moves Own corporate governance, strategy and management team
Clear market Discussions with market analysts, from relevant banks and brokers
positioning Independent and dedicated Investor Relations activities
PAGE 4

5. CONFIDENCIAL
Exchange Ratio Definition
“JBS’ share price”: “Equity Value of Vigor”:
total Equity value of Vigor to be defined by
to be defined by JBS’ Board of Directors
JBS’ Board of Directors
before the publication of the Offering Notice
“Number of JBS’ Shares Object of the Exchange Offering”:
Calculated by the formula: “Equity Value of Vigor”
“JBS’ Share Price"
PAGE 5

6. CONFIDENCIAL
Shareholders’ Maximum Amount of JBS’ Shares Object of the Exchange Offering
“Stake of a Given Shareholder in JBS”:
Calculated by the formula: Amount of JBS’ Shares Owned by the Given Shareholder
2,963,924,2961
“Maximum Amount of JBS’ Shares Object of the Exchange Offering by a Given Shareholder”:
“Number of JBS shares “Stake of the Given Shareholder
Calculated by the formula: ×
object of the Exchange in JBS”
Offer”2
JBS’ shareholders will be allowed to determine the amount of shares which they intend to tender in the Exchange
Offering 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 possible
adjustment in the stake owned, which will depend on the result of the Exchange Offer
Note: 1. Total amount of JBS shares after the cancellation of the treasury shares
2. Please refer to the previous slide for further information
PAGE 6

7. CONFIDENCIAL
Exchange Offering Timeline
Interval until the
Auction – 2
Document Analysis by “CVM” – X days Qualification Period for the Auction – 30 days days
Filing of the Share Base Date Auction
Exchange Offering
documents with
“CVM” (February 9,
2012)
Procedure to Participate in the Auction
The commencement of the Exchange Offering is pending approval by the CVM, which is currently reviewing the documents relating
to the Exchange Offer. JBS’ shareholders interested in participating in the auction will have 30 days from the share base date to
express 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 the
requirements mentioned in the Offering Notice. Each shareholder of JBS interested in participating in the Exchange Offering must
complete a Form of Intention, indicating, among other information, the amount of shares owned as of the date of the Launch and
the amount of shares subject to the auction, which will be restricted to such shareholder’s percentage ownership in JBS
shareholders’ equity
PAGE 7

8. Vigor’s Corporate Governance
Vigor will be part of the Novo Mercado segment in which companies agree to follow a set of rules
that provide greater transparency and certainty for investors.
Transparency
Executive Directors and Board of Directors
Best practices Board of Directors Permanent Fiscal Committee
Reliability 7 members 3 members
Best products and services 1 president Elected and removed at any time by the
5 independent members General Assembly.
Solidity 1 effective member
Profitability
Future * Executive Directors Board of Directors Committees
Elected by the Board of Directors for a
term of three years and eligible for
reelection. 3 committees
Sustainability
Risk Management
Financial
PAGE 8

9. Corporate Governance - Board of Directors
7 members, 5 of whom independent with vast business experience.
Chairman
Wesley Batista
Mr. 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 & Company’s 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, a
majority stake in Pilgrim’s 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’ beef
operations in Brazil and Argentina.
Independent Independent Independent
Independent Independent
Member Member Member Member
Member Member
Vicente Falconi Betânia Tanure Sérgio Carvalho Joesley Batista
Evandro Guimarães Cristiana Arcangeli
Campos de Barros Mandin Fonseca
Mr. Vicente Falconi Campos is Professor at PUC MG, PhD Mr. Evandro holds a Mrs. Cristiana Arcangeli Bachelor in Industrial Mr. Joesley Batista is the
a member of the Board of from the Brunel University Bachelor degree in Business has graduated in Dentistry Engineering from Escola current Chairman of JBS,
Directors at Ambev and (England), Post-graduate in Administration from with specialization in Politécnica at the University of elected on January 2nd,
Institutional Board of Management Consulting by Fundação Getúlio Vargas in Endodontics and has been São Paulo, post-graduate in 2007, and has more than
Managerial Development Henley Management College Rio de Janeiro in 1970. working in the cosmetics Sales and Marketing Strategic 20 years of experience in
(Conselho do Instituto de (England), specialized in He started his career at Ciba segment for more than 25 Administration by the Univ. of beef production at the JBS
Desenvolvimento Gerencial - management by INSEAD, Geigy as Product Manager, years, in which she has California, Berkeley, and PGA Group. Mr. Joesley Batista
INDG), as well as an Emeritus psychologist by PUC – MG. then moved to Bicicletas created brands such as – Advanced Management has been working at the
professor at the Federal Works as a BTA-certified Caloi S.A. as a Marketing Phytoervas, Éh Cosméticos Program by Fund. Dom Cabral JBS Group since 1988 and
University of Minas Gerais. Mr. technical consultant, and and Beauty´in. Mrs. and Insead, France. He was is member of the Batista
Manager.
Campos has been a Board professor at national and Arcangeli has received the Retail Director at Martins family.
He then moved to São Paulo Comércio e Atacado from
member of Sadia and international companies such in 1980 in the Sales Division different awards for her Joesley was also CEO of
Unibanco and has received influence in the cosmetics 1987 to 2003, and Vice-
as: ArcelorMittal, Banco of TV Globo and in 1984 was JBS SA between 2006 in
awards from different public and fragrances segment President for Domestic Market
Santander, Banco Central do promoted to National Sales 2011, a period in which
organizations, both from the and for her entrepreneurial at Sadia from 2004 to 2009.
Brasil, Banco Itaú, Brasilprev, Director. From 1989 till 1997, revenues have grown by
Executive and Legislative actions, as well as being Member of the Executive
Embraer, Gerdau, Kimberly- he headed Globo’s Center of 1,200%, and the Company
branches, and business the first female member of Committee at Apprimus from
Clark, IBM, Natura, RBS, Affiliates and Expansion and has made different
2002 to 2003; member of the
associations, as well as having Sadia, Samarco, TAP, was nominated as the Brazilian Marketing transformational
Board of Directors at Excelsior
published six books on Usiminas, Vale, Via Retail and Institutional Relations Vice- Academy, a volunteer at acquisitions in North
Alimentos from 2008 to 2009;
Business Administration. Weg. Board Member at RBS President at Organizações Endeavor, a writer of three America and Australia, in
current member of the Board
Bachelor in Mining and and GOL Linhas Aéreas, Acts Globo, directly interacting books and participant on addition to going public in
at Associação Comercial e
Metallurgy Engineering from as speaker at events in Brazil with the Executive, TV shows. 2007.
Industrial de Uberlândia.
the Federal University of Minas and abroad and has published Legislative and Judicial
Gerais, as well as a M.Sc. and books in Brazil and abroad. branches until the end of
Ph.D. from the Colorado 2011.
School of Mines (EUA).
PAGE 9

10. Vigor Overview
Mr. Gilberto Meirelles Xandó Baptista holds a Bachelor degree in Business Administration from Fundação Getúlio Vargas, a
CEO Master Degree in Retail from USP/FEA and specialization in Business Management PGA from Fundação Dom Cabral/INSEAD, in
Gilberto Xandó
France. 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.
Vigor was founded in 1917 and is headquartered in São Paulo. Vigor produces and commercializes dairy products, fats and vegetable
oils, pasta, juices, among others
Vigor is one of the largest dairy companies in Brazil, with leading position in different categories
Vigor collects of 22 mm liters of milk / month
~80% of Vigor’s revenues come from the Southeast region with ~70% coming from the State of São Paulo
Strong and renowned brands, such as: Vigor, Leco, Faixa Azul, Serrabella and Danúbio
2011 Revenues: R$ 1.2+ billion
Approximately 3,300 employees
Facilities
 Production plants – 6 (Goiás, São Paulo, Minas Gerais and Paraná)
 J.V. production plants – 1 (São Paulo-Cruzeiro do Sul, Joint Venture - Arla Foods)
 Milk Collection Centers – 4 (Minas Gerais, São Paulo and Paraná)
 Distribution Centers – 7 (Pernambuco, Bahia, Minas Gerais, Rio de Janeiro, São Paulo, Ceará and Rio Grande do Sul)
Source: Company information PAGE 10

11. Broad Distribution Network and Operations in Strategic Areas
Plants
 Seven units, capacity of more than 50,000 tons/month
Collection Centers
 Four Milk Collection Centers
 1,280 producers
 Approximately 22 million liters collected per month
Distribution Centers
 Seven distribution centers
Dairies plant
 More than 20,000 active clients Vegetable Fat plant
Mixed plant
Collection Centers
Distribution Centers
Source: Company information PAGE 11

12. Highly Renowned Brands and Products
PAGE 12

13. Market Leadership
1 liter Yogurt Cheese Spread
31% market
share in the
Metropolitan
region of São
Paulo
11% market share in Brazil and 17% in the
Metropolitan region of São paulo
Natural Yogurt Parmesan Cheese
30% in the
Metropolitan
region of São
Paulo
Source: Nielsen, 2011 PAGE 13

14. Dairies and Cheese Markets in Brazil
Dairies Cheese
Vol ktons Vol % Val R$MM Val % Vol ktons Vol % Val R$MM Val %
Market 834 + 3 4,8 +9 Market 79 + 6 1,2 + 13
VIGOR 51 + 14 280 + 19 VIGOR 11 + 18 184 + 25
Vigor grows twice as much as the Market
LEADERSHIP IN CHEESE SPREAD LEADERSHIP IN FAIXA AZUL
“PARMESAN” CHEESE
LEADERSHIP IN LIQUID LEADERSHIP IN NATURAL
YOGURTS IN SÃO PAULO YOGURTS IN SÃO PAULO
Source: Nielsen, 2011 PAGE 14

15. Market Highlights
Revenue breakdown by product (%) Sales breakdown by state (%)
Other
UHT Milk 8,0% 14,6%
Goiás/DF/MS/MT
Other 8,0% 4,8%
RS 2,1%
61,0% Dairy
Products MG 4,2% 64,6% SP
Margarines
and 23,0% PR 4,1%
Vegetable Oils RJ 5,7%
Distribution channels (%)
Other 2,0%
Wholesale / Distributor 14,0%
67,0% Small and Medium Retail
Key Account 17,0%
Source: Company information PAGE 15

16. Thank you!