MATERIAL FACT

JBS S.A. ("Company") hereby informs its shareholders and the market in general that, in compliance with Rule 358, issued by the Brazilian Securities and Exchange Commission ("CVM") on January 3, 2002, as amended, complementing the Notice to the Market released by the Company on November 5, 2012, on this date, the Company's Board of Directors approved the use of nine hundred eleven thousand, four hundred and eighty-five (911,485) registered, non-par, common shares issued by the Company and held in treasury as payment for a portion of the price of the acquisition of one hundred percent (100%) of the shares ("Shares") issued by Agrovêneto S.A. Indústria de Alimentos ("Agrovêneto") by JBS Aves Ltda., a wholly-subsidiary of the Company, in accordance with the Private Instrument of Purchase and Sale of Shares of Agrovêneto, entered into on March 5, 2013 ("Agreement"). The price of acquisition of Agrovêneto's Shares did not change due to the external audit process envisaged in the Agreement.
The acquisition of Agrovêneto's Shares was approved by the Brazilian Anti-trust Authority (CADE) on February 13, 2013, and the sale of the shares held in treasury by the Company as payment for a portion of the Shares' acquisition price was duly authorized by CVM, as recorded in CVM/RJ/2013/565 Proceedings.
São Paulo, September 18, 2013.

Jeremiah O'Callaghan Investor Relations Officer
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