MATERIAL FACT


JBS S.A. (BM&FBovespa: JBSS3, OTCQX: JBSAY, "JBS" or "Company"), communicates to its shareholder and to the market in general, pursuant to CVM Instruction 358 of January 3, 2002, as amended, that on the night of June 19, 2015, it entered into a Share Purchase Agreement with Marfrig Global Foods S.A. (BM&FBovespa: MRFG3 and ADR level 1: MRTTY, "Marfrig"), which established the terms and conditions for the divestment by Marfrig of 100% of the capital that it holds indirectly by Marfrig in Moy Park Holdings Europe Ltd., owner of the companies that represents the totality of the business unit "Moy Park" to JBS ("Moy Park" and "Operation", respectively).
The Moy Park acquisition was valued at US$1.5 billion, adjusted by the working capital variation, as well as by the net debt of the Moy Park business at the conclusion of the transaction, which includes £300 million in Notes due in May
2021. The balance will be paid in cash at the conclusion of the acquisition.

This transaction represents an important step in JBS' strategy to grow its portfolio of prepared and convenient products with high value added. In addition, this acquisition increases the Company's geographic diversification, with an expansion of its operations in Europe in a relevant manner.

The transaction was approved by the Board of Directors of JBS and it is subject to the regulatory approvals, including the European Union antitrust authorities.

JBS management will keep the market informed about the development of this transaction until its conclusion, which is projected to happen in the second half of this year.

JBS will hold conference calls with the market on June 23, Tuesday, at 10:30am EST /

11:30am BRT (Brasília time) in English and at 9am EST / 10am BRT in Portuguese. The dial-in numbers for accessing the conference calls will be available on JBS Investor Relations website, www.jbs.com.br/ir.

São Paulo, June 21, 2015 Jeremiah O'Callaghan JBS S.A. Investor Relations Officer
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