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JBS S.A.

CNPJ/MF n 02.916.265/0001-60

NIRE 35.3.0033058-7

Publicly-Held Company

MATERIAL FACT

JBS S.A. (JBSS3, JBS), in compliance with the provisions of paragraph 4 of article 157 of the

Brazilian Corporate Law (Law No. 6,404/76, as amended), and in accordance with article 2 of

Instruction No. 358 dated January 3, 2002, as amended, of the Brazilian Securities Commission

(Comisso de Valores MobiliriosCVM), announces to its investors and to the market in general

that it has commenced an offer to purchase for cash (the Tender Offer) (i) any and all of the

outstanding $300,000,000 aggregate principal amount of 10.50% Senior Notes due 2016; and (ii)

any and all of the outstanding $350,000,000 aggregate principal amount of 10.25% Senior Notes

due 2016 (collectively, the 2016 Notes), issued, respectively, by JBS and JBS Finance Ltd., and by

Bertin S.A., a company that was merged into JBS.

Concurrently with the Tender Offer, JBS is soliciting consents (the Consent Solicitation) to

proposed amendments to the indentures governing the 2016 Notes (the Indentures), which

would, among other things, eliminate substantially all of the restrictive covenants and certain

events of default and related provisions contained in the Indentures. The proposed amendments

will be set forth in a supplemental indenture, which will not be executed unless and until JBS has

received consents by holders of more than 50% (or 66% with respect to certain proposed

amendments) of a majority of the aggregate principal amount of the outstanding 2016 Notes (notincluding any 2016 Notes that are owned by JBS or its subsidiaries).

The Tender Offer and the Consent Solicitation are being offered to investors resident outside of

Brazil, pursuant to an Offer to Purchase and Consent Solicitation Statement dated June 11, 2014

and the related Letter of Transmittal and Consent, which contain detailed information concerning

the terms of the offer and the consent solicitation (together, the Offer Documents).

JBS obligation to accept for purchase, and to pay for, the 2016 Notes validly tendered and not

validly withdrawn pursuant to the Tender Offer is conditioned upon the satisfaction or, when

applicable, waiver of certain conditions. The Tender Offer and the Consent Solicitation are

conditioned on the completion, by JBS USA, LLC and JBS Finance, Inc, JBSs subsidiaries, onsatisfactory terms, of a private offering of senior notes, whose proceeds will be used, among other

things, to pay for the 2016 Notes.

JBS reserves the right, in its sole discretion, to (i) extend, terminate or withdraw the Tender Offer

or the Consent Solicitation at any time or (ii) otherwise amend the Tender Offer or the Consent

Solicitation in any respect at any time and from time to time. JBS further reserves the right, in its

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sole discretion, not to accept any tenders for the 2016 Notes or deliveries of consents for any

reason.

JBS is making the Tender Offer and the Consent Solicitation outside of Brazil, only in

those jurisdictions where it is legal to do so, according to the applicable legislation.

Neither the Offer Documents nor any related documents have been filed with the U.S. Securities

and Exchange Commission, nor have any such documents been filed with or reviewed by any U.S.

federal or U.S. state securities commission or regulatory authority of any country. No authority has

passed upon the accuracy or adequacy of the Offer Documents or any related documents, and it is

unlawful and may be a criminal offense to make any representation to the contrary.

The Tender Offer and the Consent Solicitation are being made solely on the terms and conditions

set forth in the Offer Documents. Under no circumstances shall this material fact constitute an offer

to buy or the solicitation of an offer to sell the 2016 Notes or any other securities. This material fact

also is not a solicitation of consents to the proposed amendments to the Indentures. No

recommendation is made as to whether holders of Notes should tender their 2016 Notes or deliver

their consents. Holders of the 2016 Notes should carefully read the Offer Documents because they

contain important information, including the various terms and conditions of the Tender Offer and

the Consent Solicitation.

So Paulo, June 11, 2014

Jeremiah OCallaghanInvestor Relations Officer