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MarketScreener Homepage  >  Equities  >  Bolsa de Valores de Sao Paulo  >  JBS SA    JBSS3   BRJBSSACNOR8

JBS SA

(JBSS3)
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JBS : MINUTES OF THE FISCAL COUNCIL MEETING HELD ON MARCH 24, 2020

11/17/2020 | 11:13am EST

JBS S.A.

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

Company Registry (NIRE): 35.300.330.587

Minutes Book

MINUTES OF THE FISCAL COUNCIL MEETING

HELD ON MARCH 24, 2020

Date, Time and Place: March 24, 2020, at 2:00 p.m., at the headquarters of JBS S.A. ("Company"), located 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 e-mail to all members of the Fiscal Council, pursuant to Article 12 of the Internal Regulations of the Company's Fiscal Council.

Attendance: All the members of the Company's Fiscal Council were present, namely Adrian Lima da Hora; José Paulo da Silva Filho; Demetrius Nichele Macei and Maurício Wanderley Estanislau da Costa, reaching the necessary quorum for the meeting.

Jeremiah Alphonsus O'Callaghan, Chairman of the Board of Directors and Executive Officer; Guilherme Perboyre Cavalcanti, CFO and IRO; Daniel Schmidt Pitta, Legal Officer; Eliseo Santiago Perez Fernandez, Chief Administration and Control Officer; Agnaldo dos Santos Moreira Jr., Accounting Officer; and Andrea Riva, Accounting Manager, also attended the meeting. Alcides Neto, representative of Grant Thornton Auditores Independentes ("Grant Thornton"), also attended the meeting.

Presiding Board: Chairman, Adrian Lima da Hora; and Secretary, Milena Hitomi Yanagisawa.

Agenda: Informative: (i) presentation of an overview of the market and the operations of the Company and its subsidiaries related to the period ended December 31, 2019; (ii) analysis of the Company's financial statements for the fiscal year ended December 31, 2019 ("Financial Statements"), and the Company's Management Report ("Management Report"); (iii) discussion with Grant Thornton Auditores Independentes about the independent auditor's report on the Financial Statements ("Auditor's Report"); and deliberative: (i) resolve on the issue of the Fiscal Council's opinion on the Financial Statements; (ii) resolve on the proposal for allocation of net income for the fiscal year ended December 31, 2019; and (iii) analyze the merger proposal, by the Company, of Midup Participações Ltda. ("Midup"), as per the statement of financial position of Midup.

1

Resolutions:

Informative:

  1. Messrs. Jeremiah Alphonsus O'Callaghan and Guilherme Perboyre Cavalcanti

jointly presented an overview of the Company's and its subsidiaries' operations in the period ended December 31, 2019;

  1. Following the presentation, the Fiscal Council members analyzed the Financial
    Statements, Management Report, Auditor's Report and made questions, which were all clarified by Eliseo Santiago Perez Fernandez, Agnaldo dos Santos Moreira Jr. and Andrea Riva,
  2. In addition to the analysis of the Financial Statements, Mr. Alcides Neto informed that his work as independent auditor was carried out normally, with no deviation and/or complication, nor any relevant fact or information subject to recommendation. Mr. Alcides Neto also informed that: (a) the Company included subsequent events related to the developments of the coronavirus outbreak, as well as to the appreciation of the dollar against the Brazilian real (R$); and (b) the main audit matters were the state's evidence agreement,
    the leniency agreement and pending investigations and lawsuits; the provision for procedural risks, impairment; and significant consolidated items. Consequently, GrandThornton issued
    an unqualified audit report. As per request of the Chairman of the Fiscal Council, Mr. Adrian
    Lima da Hora, a questionnaire referring to the works carried out by GrandThornton shall be

filed at the Company's headquarters (Exhibit I);

Deliberative:

  1. After the above-mentioned facts, the Fiscal Council members, in the use of their legal and statutory attributions, declared that (a) they analyzed the Management Report and the Financial Statements, including the proposal for allocation of net income, related to the year ended December 31, 2019, approved by the Company's Board of Directors; and (b) based on the revision by the Fiscal Council members and the information and clarifications received throughout the year, and considering the unqualified Auditor's Report on the Financial Statements issued today, the Fiscal Council opinion is that all documents can be sent for approval of the Annual Shareholders' Meeting;
  2. Then, the Fiscal Council members agreed with the proposal for the allocation of net income related to the fiscal year ended December 31, 2019; and

1

Comentado [MZT1]: Favor verificar se entendemos corretamente.

Comentado [MZT2]: Não seria "Grant", com "t"?

Comentado [MZT3]: Não seria "Grant", com "t"?

  1. finally, issued an opinion favorable to the proposal for the merger of Midup, based on

Midup's appraisal report, which shall be filed at the Company's headquarters and attached

hereto (Exhibit II).

Minutes in Summary Form: The Fiscal Council authorized the drawing up of these minutes in the summary form and the publication of the same omitting the signatures of the attendees, pursuant to Article 130, paragraphs 1 and 2, of Brazilian Corporate Law.

Closure: There being no further business to discuss, the Chairman 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.

São Paulo, March 24, 2020.

Adrian Lima da Hora

Milena Hitomi Yanagisawa

Chairman

Secretary

Attending Members:

Adrian Lima da Hora

José Paulo da Silva Filho

Demetrius Nichele Macei

Maurício Wanderley Estanislau da Costa

1

Exhibit I

Questionnaire on the works carried out by Grant Thornton referring to the Financial Statements of JBS S.A. accompanied with the Auditor's Report for the year ended December 31, 2019 (4Q2019).

1

Exhibit II

Report on the Merger of Midup by the Company

JBS S.A.

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

Company Registry (NIRE): 35.300.330.587

FISCAL COUNCIL'S REPORT

All the members of the Fiscal Council of JBS S.A. ("Company"), as per article 163, III, of Law 6,404/76, analyzed: (i) the information on the merger of Midup Participações Ltda. ("Midup")by JBS S.A.; and (ii) the statement of financial position of Midup. Based on the analyzed documents and on the clarifications provided by the Company's representatives, the undersigned Fiscal Council members issued a report favorable to the merger of Midup by the Company and the analysis of said merger by the Company's General Meeting.

São Paulo, March 24, 2020.

Adrian Lima da Hora

José Paulo da Silva Filho

Demetrius Nichele Macei

Maurício Wanderley Estanislau da Costa

1

Disclaimer

JBS SA published this content on 17 November 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 17 November 2020 16:12:04 UTC


© Publicnow 2020
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Sales 2020 267 B 48 793 M 48 793 M
Net income 2020 3 039 M 556 M 556 M
Net Debt 2020 47 415 M 8 673 M 8 673 M
P/E ratio 2020 21,3x
Yield 2020 2,91%
Capitalization 64 299 M 11 777 M 11 761 M
EV / Sales 2020 0,42x
EV / Sales 2021 0,38x
Nbr of Employees 242 000
Free-Float 35,1%
Chart JBS SA
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Technical analysis trends JBS SA
Short TermMid-TermLong Term
TrendsBullishBullishNeutral
Income Statement Evolution
Consensus
Sell
Buy
Mean consensus BUY
Number of Analysts 13
Average target price 35,77 BRL
Last Close Price 24,51 BRL
Spread / Highest target 145%
Spread / Average Target 45,9%
Spread / Lowest Target 2,00%
EPS Revisions
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NameTitle
Gilberto Tomazoni Chief Executive & Operating Officer
Jeremiah Alphonsus O'Callaghan Chairman
Guilherme Perboyre Cavalcanti Chief Financial Officer
José Batista Sobrinho Vice Chairman
Cledorvino Belini Independent Director
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