Slide 1: Investor Presentation End of May
Investor Presentation End of May 1 2
Slide 2: Forward-Looking and Non-GAAP Statements
Forward-Looking and Non-GAAP Statements These slides and the accompanying presentation (collectively, the “presentation”) contain forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements are information of a non-historical nature and a
Slide 3: Important Additional Information
Important Additional Information Important Notices This presentation is not intended to and does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which suc
Slide 4: Why Invest in JBT?
Why Invest in JBT? Pure-play global food and beverage technology company with broad participation across attractive and resilient markets Compelling secular trends along with market leading technologies and application knowledge support growth Large and growing installed base supports resilient afte
Slide 5: Introduction to JBT
Introduction to JBT 5 2
Slide 6: JBT at a Glance: Leading Global Technology Solutions Provider
JBT at a Glance: Leading Global Technology Solutions Provider to High-Value Segments of the Food & Beverage Industry 1884 3,000+ 25+ ~$3.1B ~5,100 JBT (NYSE) Year Founded Customers Globally (1) Countries (1) Market Cap (2) Employees (1) Listed Since 2008 ~$1.7B 50% $276M 16.6% $172M 0.6x TTM Revenue
Slide 7: Our Purpose, Vision and Values
OUR PURPOSE Why we exist Fortify the Future of Food =<, | FORTIFY (Oger. / THE FUTURE <— / OF FoopD OUR VISION Where we are headed We will be the global leader in food and beverage technology by harnessing the full power of JBT to partner with our customers and pioneer sustainable innovation. OUR VA
Slide 8: Broad Participation in Diverse Food & Beverage Markets is a Strong Differentiator
Broad Participation in Diverse Food & Beverage Markets is a Strong Differentiator JBT 2023 Equipment Orders by End Market 24% 15% 13% 12% Poultry Beverages, Fruit & Meat & Juices, Dairy & Vegetables Seafood Alternatives 11% 9% 9% 4% 3% Ready Meals, Warehouse Pharmaceuticals Pet Food, Plant Other Con
Slide 9: Resiliency of Investment by Food & Beverage Producers Supports JBT
Resiliency of Investment by Food & Beverage Producers Supports JBT Indexed Capex Comparison (1) Benefits of Stable Demand for Food & Beverage Products Flatter growth expected in 2024 ▪ Continued growth in food and Quick capex given larger capacity beverage consumption creates a less expansions in pr
Slide 10: Demonstrated Resiliency Through the Cycle with Recurring Revenue Model
Demonstrated Resiliency Through the Cycle with Recurring Revenue Model Leveraging Large Global Installed Base JBT Recurring Revenue ($ millions) Recurring Revenue Driven by $846 Sales and Service Network $751 ▪ ~600 field service technicians globally support equipment and leases $662 Parts & $587 $6
Slide 11: We Have Been Advancing Our Elevate 2.0 Strategy
We Have Been Advancing Our Elevate 2.0 Strategy Organic Digital Margin Mergers & Growth Transformation Enhancement Acquisitions ✓Dedication to application ✓Customers want to invest in tools ✓JBT Business Operating system ✓Proceeds from sale of AeroTech knowledge, service and digital resources that p
Slide 12: Driving Organic Growth at JBT
Driving Organic Growth at JBT Growing above Providing solutions Serving customers Need for automation, durable market in diverse markets through holistic digital, and demand with durable demand partnership model sustainable solutions Enabled by broad More consistent consumption Increased cross-selli
Slide 13: Continued Operational Enhancement Opportunities
Continued Operational Enhancement Opportunities JBT Business System & Relentless Supply Chain & Strategic Sourcing Continuous Improvement (Lean) Initiatives Supply Base Strategy Consolidation Deployment Make vs Buy Kaizen & Lean Tools 200+ bps Decisions Medium-Term Opportunity Value Engineering & Co
Slide 14: OmniBlu's Holistic Approach and JBT's Application Expertise Provide Differentiated Results
OmniBlu’s Holistic Approach and JBT’s Application Expertise Provide Differentiated Results Machine Performance Proactively monitor real-time Customer performance along with application expertise to improve efficiency/output, anticipate failures & predict maintenance Benefits Improved Profitability F
Slide 15: Disciplined Capital Allocation Strategy Supports Growth
Disciplined Capital Allocation Strategy Supports Growth JBT Capital Deployment Priorities JBT Net Leverage Ratio (1) 3.0x Return generating Complementary 2.8x capital expenditures M&A 0.5x 0.6x 0.6x Target leverage of Return capital to 2.0 – 3.0x shareholders Q1 Q2 Q3 Q4 Q1 2023 2023 2023 2023 2024
Slide 16: Proven Ability to Execute and Integrate M&A
Proven Ability to Execute and Integrate M&A JBT M&A Framework for Strategic and Financial Criterium / Returns Key M&A Focus Areas: Targets With: ROIC Target: Primary, further processing, end of Strong intellectual property in key Double-digit by year three for line packaging, and technologies that c
Slide 17: JBT's Responsibility and Sustainability Framework
JBT’s Responsibility and Sustainability Framework CUSTOMER SOLUTIONS RESPONSIBLE OPERATIONS PEOPLE AND COMMUNITIES ▪ Water, steam, energy and utility ▪ Manufacturing and office operations ▪ Safety for all, first and foremost optimization ▪ Consumables reduction/reuse ▪ Employee satisfaction, develop
Slide 18: ESG Framework Benefits JBT and Our Customers
ESG Framework Benefits JBT and Our Customers Customer Solutions Responsible Operations People and Communities JBT empowers customers to optimize energy and water JBT takes every opportunity to reduce our carbon JBT strives to engage our employees to foster a diverse, consumption, prioritize food saf
Slide 19: Business Combination with Marel
Business Combination with Marel 19 2
Slide 20: Highly Complementary Merger Would Create a Leading Global Food and Beverage Technology Solutions Company
Highly Complementary Merger Would Create a Leading Global Food and Beverage Technology Solutions Company Expected value-creating opportunities Combining two complementary companies to create a compelling Solutions 1 platform to accelerate growth by offering broader solutions, holistic application kn
Slide 21: Transaction Overview
Transaction Overview ▪ On April 4, JBT executed a definitive agreement with Marel related to JBT’s previously announced intention to make a voluntary takeover offer for all issued and outstanding shares of Marel ▪ Offer of €1.26 per share in cash and 0.0265x shares of JBT stock per share of Marel, i
Slide 22: Recent Transaction Process Updates
Recent Transaction Process Updates Regulatory ▪ On May 8, the waiting period required under the U.S. Hart-Scott-Rodino Act expired Work Streams ▪ Other required regulatory filings and reviews required under competition law are in process ▪ On May 15, JBT filed a Registration Statement on Form S-4, w
Slide 23: Target Timeline for Transaction Next Steps
Target Timeline for Transaction Next Steps May June July August September October November December – Q1 2025 2024 2025 Regulatory Ongoing: Year-end 2024: Preparation and submission of required filings Regulatory review Target regulatory approval S-4 May: Late-July: Filed preliminary Target SEC S-4
Slide 24: Commitment to Marel's Heritage and Legacy
Commitment to Marel’s Heritage and Legacy Honoring Marel’s Mission to Work in Partnership With Customers to Transform the Way Food is Processed Leading Technology Customer Focus People and Culture Combined company to be ✓ History of innovation and R&D ✓ Focus on effortless customer ✓ Uphold Marel’s
Slide 25: Combination of Two Complementary Food & Beverage Processing Companies
Combination of Two Complementary Food & Beverage Processing Companies Should Provide Enhanced Scale & Profitable Growth $ millions Full Year 2023 Revenue $1,664 $1,876 Adjusted EBITDA (1) (2) $273 $237 Adjusted EBITDA Margin 16.4% 12.6% Revenue by 9% 10% Geography Americas 25% 40% EMEA 50% APAC 66%
Slide 26: Combined Company to Benefit from Secular Trends In Food & Beverage Processing
Combined Company to Benefit from Secular Trends In Food & Beverage Processing Protein Evolving Consumer Labor Digitally Enabled Environmental Consumption Preferences Automation Efficiency Sustainability Drivers of growth: Consumer needs: Adoption drivers: Customer needs: Stakeholder focus: ▪ Rising
Slide 27: Complementary Product Capabilities Across Value Chain
Complementary Product Capabilities Across Value Chain Illustrative Poultry Processing Chain Marel solutions JBT solutions Primary Secondary Further End of Handling Processing Processing Line ▪ Live Bird Handling ▪ Cut Up ▪ Preparation ▪ Tray/Case Packaging ▪ Defeathering/Skinning ▪ Deboning ▪ Formin
Slide 28: Expect to Deliver Compelling Synergies
Expect to Deliver Compelling Synergies Identified & Expected Annual Run-Rate Additional Potential Revenue Synergies Cost Synergies Cross-selling capabilities through diversified and scaled product offering OPEX 45% >$125M within 3 years COGS post close 55% Go-to market effectiveness OPEX Enhanced cu
Slide 29: Expect to Generate Meaningful Value & Maintain Financial Flexibility
Expect to Generate Meaningful Value & Maintain Financial Flexibility Ability to Quickly De-lever Through Strong Free Pro Forma Net Leverage Ratio (2) Cash Flow Generation <3.5x ▪ Combined company expected to generate meaningful free cash flow with >100% free cash flow conversion (1) Well below 3.0x
Slide 30: Highly Complementary Merger Would Create a Leading Global Food and Beverage Technology Solutions Company
Highly Complementary Merger Would Create a Leading Global Food and Beverage Technology Solutions Company Expected value-creating opportunities Combining two complementary companies to create a compelling Solutions 1 platform to accelerate growth by offering broader solutions, holistic application kn
Slide 31: Appendix: Reconciliations
Appendix Reconciliations 31 2
Slide 32: Reconciliation of JBT Income from Continuing Operations to Adjusted EBITDA
Reconciliation of JBT Income from Continuing Operations to Adjusted EBITDA TTM as of Full Year Q1 Q4 Q3 Q2 Q1 (In millions) 3/31/24 2023 2024 2023 2023 2023 2023 Income from continuing operations $ 135.1 $ 129.3 $ 22.8 $ 52.7 $ 31.2 $ 28.4 $ 17.1 Income tax provision 27.0 23.5 8.1 5.7 4.5 8.7 4.6 In
Slide 33: Reconciliation of JBT Cash Provided by Operating Activities to Free Cash Flow
Reconciliation of JBT Cash Provided by Operating Activities to Free Cash Flow Q1 2024 (In millions) YTD TTM Cash provided by operating activities $ 10.4 $ 73.2 Less: Capital expenditures 10.5 49.3 Plus: Proceeds from disposal of assets 0.5 2.5 Plus: Pension contributions 0.3 12.1 Plus: income taxes
Slide 34: Reconciliation of Marel EBIT to Adjusted EBITDA (in EUR)
Reconciliation of Marel EBIT to Adjusted EBITDA (in EUR) Note: Marel figures are shown in Euro. 34 2