Jbs N.v. · NYSE:JBS
Jbs — Investor Presentation (May 2025)
46 slides from Jbs's investor presentation, May 7, 2025
Slide 1: U.S. Listing Update
1 May 2025 U.S. Listing Update JBS
Slide 2: Important notice
2 IMPORTANT : This presentation is being made in respect of the proposed corporate restructuring and dual listing pursuant to which JBS N . V . will be the ultimate holding company of JBS S . A . and its subsidiaries (collectively, the “JBS Group”), JBS N . V . ’s Class A common shares will be liste
Slide 3: Presenters
3 IR Director +30 Years of Experience IR Executive Manager +15 Years of Experience Independent Board Member +35 Years of Experience Global CFO +35 Years of Experience Legal Director +20 Years of Experience
Slide 4: JBS is a Global Leader with a Diversified Footprint
JBS is a Global Leader with a Diversified Footprint US Listing Elevates JBS’ Investor Profile and Global Capital Markets Access Reshaping JBS Into a More Competitive Global Leader While Unlocking Value for all Stakeholders 4
Slide 5: Table of Contents
Table of Contents 1 JBS Overview 3 Transaction Rationale 2 Long - Term Value Proposition 5 Dynamics of the Extraordinary General Meeting and Key Milestones 4 Board & Governance 6 Closing Remarks 5
Slide 6: JBS Overview
JBS Overview 1
Slide 7: Global leader in protein production
7 #3 in Europe #1 Plant - based foods producer in Brazil #2 Salmon producer in Australia #1 Egg producer in South America Global team members 280k+ Production facilities 250 + Sales to customers in 180+ countries 180+ Biotechnology Majority owner of BioTech Foods, cultivated protein producer in Spai
Slide 8: #1 Food Company in the World
Sources: JBS and Bloomberg. Note: (1) Does not include the Beverages business. (2) In terms of 2024 net revenues. 8 2024 Net Revenues 1 US$ billion #1 Food Company in the World 2 77 72 53 53 35 29 28 26 24 23
Slide 9: Net revenues growth and diversification
2.0 7.6 16.5 17.6 31.1 36.9 38.6 42.9 51.2 48.9 49.0 51.1 49.7 51.7 52.3 65.0 72.6 72.9 77.2 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 [Beef] [Pork] [Brazil Margarine & Mayonnaise] Increased Diversification Into Value - Added and Branded Product P
Slide 10: Diversification by protein and by geography
10 Source: JBS Investor Relations (4Q 2024 Earnings Release). Diversification by protein and by geography Export access and unmatched distribution We produce where it is competitively advantageous Geopolitical, sanitary and cycle risk mitigation Net Revenue by Production United States Brazil Austral
Slide 11: Long-Term Value Proposition
Long - Term Value Proposition 2
Slide 12: Long-term value proposition platforms
+ 150 brands across the portfolio + 300,000 clients and sales to approximately 180 countries + 600 operations in more than 25 countries 12 Source: JBS. Profitability Production Platform Sales and Distribution Platform Value - added Products and Brands People and Culture Value Proposition Long - Term
Slide 13: Global Trends That Could Benefit the Company
Global Trends That Could Benefit the Company in the Next Years +1.7Bn people in 2050 Increase in global population and urbanization Shift in diet trends towards protein - based foods Income growth supporting protein consumption 8.0 9.7 2022 2050E +10% world animal protein¹ consumption by 2032 World
Slide 14: Enablers for growth going forward
Source: JBS. ENABLERS FOR GROWTH GOING FORWARD Experienced management team with top - tier leadership Proven ability to build brands across geographies and categories Strong customer relationships with leading brands Demonstrated track - record of turnarounds Increase presence in the US value - adde
Slide 15: Adjusted EBITDA Margin Evolution
Adjusted EBITDA Margin Evolution Key Developments 2008 - 2012 2018 – 2023 2013 - 2017 2024 Median: 5.1% Median: 8.2% Median: 9.5% Source: JBS. 15 Consolidated JBS Beef North America PPC JBS USA Pork Seara JBS Brazil JBS Australia Initial geographic and protein diversification, with relevant beef and
Slide 16: Capital Deployment Profile and Net Leverage
M&A Limit Cap on Extra Dividend Payment Attention Zone Safety Zone Long - Term Goal 14,204 Free Cash Flow (Excl. Expansion Capex) 4,606 Expansion Capex 2 3,291 M&A 4,130 Dividends 3 2,759 Share Buybacks Capital Deployment Profile¹ (US$ mm) Source: JBS Investor Relations (CAGNY 2025 and 4Q 2024 Earni
Slide 17: Transaction Rationale
Transaction Rationale 3
Slide 18: Proposed dual listing structure
Can be converted into Class A at any time Can be converted into Class B by JBS N.V. BDR Holders until December 31 st , 2026 Source: JBS’ Form F - 4. Note: (1) Pursuant to the Merger of Shares, every two JBS S.A. Common Shares issued and outstanding on the Last Trading Day that are no t h eld by Braz
Slide 19: Corporate restructuring steps
Step Step 19 JBS S.A. (BRA) Brazil HoldCo JBS N.V. (NED) BNDES LuxCo Other Shareholders J&F + FIP Formosa Messrs. Batista 100% 100% Class A: 29.63% Class B: 100.00% Total: 48.34% Voting: 84.77% Class A: 28.35% Class B: 0% Total: 20.81% Voting: 6.13% Class A: 42.02% Class B: 0% Total: 30.85% Voting:
Slide 20: Why the Netherlands, dual class, BDRs
20 Create a corporate structure that allows us to better reflect our presence and diverse international operations and implement our growth strategy , which we expect will allow us to improve our rating indices and maximize shareholder value Why the Netherlands? Why Dual Class? Why BDRs? Why Brazil
Slide 21: Strategic Rationale for the Proposed Transaction
Strategic Rationale for the Proposed Transaction 21 Unlock untapped potential and maximize value for JBS shareholders 1 Lower overall cost of capital associated with equity and debt financing 2 Expand access to a broader and more diverse investor base 3 Eligible for inclusion in prominent equity ind
Slide 22: Potential Re-rating After the US Listing
Potential Re - rating After the US Listing 0.00 10.00 20.00 30.00 40.00 50.00 Jan-23 Apr-23 Jul-23 Oct-23 Jan-24 Apr-24 Jul-24 Oct-24 Jan-25 Apr-25 Jul-25 Oct-25 Share Price Performance Evolution Upon the Material Fact on US Listing Update Sources: JBS, Veja, Capital IQ as of April 15 th , 2025. The
Slide 23: Decline in JBS Credit Spread Relative to Tyson
May/23 – Bond registration protocol Jul/23 – Exchange offer completion Aug/22 – Exchange offer and registration rights 0 50 100 150 200 250 300 350 400 Aug - 19 Dec - 19 Apr - 20 Aug - 20 Dec - 20 Apr - 21 Aug - 21 Dec - 21 Apr - 22 Aug - 22 Dec - 22 Apr - 23 Aug - 23 Dec - 23 Apr - 24 Aug - 24 Dec
Slide 24: Global footprint and peer comparison
Global Footprint North America 57% Asia & Oceania 16% South America 14% EMEA 13% US$ 77.2 bn North America 96% Others 4% North America 94% Others 6% US$ 53.3 bn US$ 11.9 bn Financials FY 2024 Revenue Breakdown EBITDA CAGR¹ (19 - 24) Avg. EBITDA Margin (19 - 24) Return on Inv. Capital 2 (FY2024) Trad
Slide 25: Benefits of U.S. listing for investor base
////////////////////////////////////////////////////////////////////////////////////////////// Source: LSEG Workspace Eikon and Bloomberg as of April 15 th , 2025. 3 U S - Domiciled Brazil - Domiciled 25 Tap into U.S. passive investor growth - Al ign the company with major U.S. indices such as the S
Slide 26: U.S. equity indexes
Russell 3000 Stock market index that tracks the performance of the 3,000 largest publicly traded companies in the United States. It represents approximately 98% of the investable U.S. equity market Standard & Poor’s 1500 The S&P 1500 combines three major indices : the S&P 500 (large - cap stocks), t
Slide 27: Board & Governance
7A | Board & Governance
Slide 28: Global JBS Governance Structure
28 Source: JBS . JBS N.V. JBS Board of Directors Global CEO – Gilberto Tomazoni PPC Board of Directors Pilgrim’s – Fabio Sandri x U.S. x Mexico x Europe New Ventures x Swift / Wild Fork x Plant Based x Italian Salumeria x Cultivated Meat Australia – Brent Eastwood x Beef x Pork x Lamb x Primo x Huon
Slide 29: Board of Directors
Board of Directors Source: JBS Investor Relations and Form F - 4. 9 Directors 4 Committees Independent Directors Chairman * Gilberto Tomazoni Kátia Regina de Abreu Gomes Wesley Mendonça Batista Jeremiah O’Callaghan* Paulo Bernardo Silva Joesley Mendonça Batista Raul Alfredo Padilla Henrique de Campo
Slide 30: Director skills and committees
Sustainability Nominating Comp Audit Skills Age Director Finance, Business Strategy, Operations, Food Industry 71 Jeremiah O’Callaghan Finance, Business Strategy, Food Industry, Supply Chain Management 66 Gilberto Tomazoni Business Strategy, Food Industry, Capital Management 54 Wesley Mendon
Slide 31: JBS Global Compliance Program Key Components
JBS Global Compliance Program Key Components 31 Tone at the Top Policies and Procedures Training Guidance and Communications Periodic Risk - Based Assessments Internal Reports (Ethics Line) and Investigations Culture of Day - to - Day Operations Proper Oversight and Independence Monitoring, Testing
Slide 32: Compliance Program Pillars
Compliance Program Pillars Risk Assessments Tone at the Top Third Party Diligence and Management Monitoring and Testing Internal Controls Ethics Line and Investigations Communications Policies and Procedures Training − Creation of the Global Executive Ethics and Compliance Committee composed of seni
Slide 33: CVM and SEC disclosure rules
Source: JBS. Note: (1) Non - exhaustive list 33 Both the CVM and SEC maintain similar disclosure rules (annual/quarterly reports, financial statements, material events, corp ora te actions) – however, the SEC also enforces rules not employed by the CVM 1 : Securities Act Requirements Exchange Act Re
Slide 34: Dynamics of the Extraordinary General Meeting and Key Milestones
5 Dynamics of the Extraordinary General Meeting and Key Milestones
Slide 35: Extraordinary General Meeting details
May 23 rd , 2025 at 10:00AM (São Paulo time) Date and Time JBS S.A.’s headquarters in São Paulo, Brazil Place (I) Merger of shares, including the approval of the Merger of Shares Protocol and related valuation reports (II) Delisting from the B3 (III) Cash dividend Voting Agenda List JBS Group on the
Slide 36: Eligible Voters and Entitled Votes
36 Eligible Voters and Entitled Votes Additional Information JBS S.A. Common Shares Holders 1 vote per share JBS S.A. ADS Holders can instruct the JBS ADS Depository Bank on how to vote in the General Meeting 2 votes per ADS (Each ADS corresponds to 2 JBS S.A. common shares) Additional Information A
Slide 37: Key regulatory milestones
37 Transfer of JBS S.A. shares For JBS N.V., the contribution of shares of JBS S.A. by a European Union company , as opposed to by JBS S.A.’s controlling shareholders, in JBS N.V. results in an intra - EU share transfer of JBS S.A.’s shares March 29 th 2023 AFIRB Delisting The delisting requires the
Slide 38: Timeline of key dates
38 Friday, May 23rd Thursday, June 5th Friday, June 6th Monday, June 9th Tuesday, June 10th Thursday, June 12th Wednesday, June 11th December 31st, 2026 x The Proposed Transaction is approved by shareholders at the Extraordinary General Meeting of JBS S.A. x ADS Cash Dividend Record Date: All JBS S.
Slide 39: Accounting Treatment of the Proposed Transaction
39 The consolidated operations of JBS N.V. immediately following the Dual Listing will be the same as those of JBS S.A. The merger of shares will be accounted for on a book value basis The carrying amounts of JBS S.A.’s consolidated assets and liabilities will be reflected in JBS N.V.’s consolidated
Slide 40: Closing Remarks
6 Closing Remarks
Slide 41: Closing remarks
Increases our Global visibility with prominent equity indexes, moving closer to key international investors Broadens our access to Global Capital Markets, lowering overall cost of capital associated with equity and debt financing Strengthens our Global leadership by enhancing our sustainable growth
Slide 42: Appendix
A Appendix
Slide 43: Proforma Debt Amortization Schedule
5,750 4,465 2,853 2,853 500 500 9,103 7,818 1,880 984 0 38 1,008 983 637 516 1,405 2,902 2,601 2,261 1,107 638 2,415 885 807 2,024 1,142 Cash and Equiv. 2035 and 2055 Notes + CRA Seara Payments from Jan/25 to May/25 Cash and Equiv. Short Term 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 20
Slide 44: Net Debt, Leverage and Interest Coverage
15,297 15,866 14,759 13,721 13,577 4.42x 3.66x 2.77x 2.15x 1.89x 3.20x 4.00x 4.95x 6.42x 7.50x 4T23 1T24 2T24 3T24 4T24 Net Debt (USD mm) Leverage (USD) Interest Coverage Net Debt / Leverage / Interest Coverage 1 89% 11% Long-term Short-term Source: JBS Investor Relations (4Q 2024 Earnings Release).
Slide 45: Sustainability strategies
bat tainability strategies Assist farmers with stewarding natural resources and sotibnctey pros Sehy Source responsibly produced agricultural commodities s: Farm assurat monitoring & cor ices; human rights assessments, etc Produce sustainable food Examples: LED lighting: 3rd-party animal welfare aud
Slide 46: Greenhouse gas emissions pledge and sustainability initiatives
JBS has pledged to zero the balance of its greenhouse gas emissions by 2040 , reducing its direct and indirect emissions and offsetting residual emissions Implemented a blockchain technology platform to track cattle production throughout the value chain. By the end of 2025, JBS is committed to have