Jbs N.V 6-K, filed May 7, 2025
Jbs N.V. (JBS)
About this 6-K
Jbs N.V filed this 6-K on May 7, 2025.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of May 2025
Commission File Number: 333-273211
JBS B.V.
(Exact Name as Specified in its Charter)
N/A
(Translation of registrant’s name into English)
Stroombaan 16, 5th Floor,
1181 VX, Amstelveen, Netherlands
(Address of principal executive offices)
(Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.)
Form 20-F: ☒ Form 40-F: ☐
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: May 6, 2025
| JBS S.A. | ||
| By: | /s/ Guilherme Perboyre Cavalcanti | |
| Name: | Guilherme Perboyre Cavalcanti | |
| Title: | Chief Financial Officer | |
Exhibit 99.1 May 2025 JBS S.A. has made available on its website the following materials with information about its corporate restructuring and dual listing. A registration statement on Form F-4 with respect to the transaction described has been filed with the U.S. Securities and Exchange Commission (File Number 333-273211) and declared effective. U.S. Listing Update JBS 1
Disclaimer 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 listed and trade on the New York Stock Exchange and Brazilian Depositary Receipts representing JBS N.V.’s Class A common shares will be listed and trade on the São Paulo Stock Exchange (B3 S.A. – Brasil, Bolsa, Balcão) (collectively, the “Proposed Transaction”). In connection with the Proposed Transaction, JBS B.V. (to be renamed “JBS N.V.” upon its conversion into a public limited liability company (naamloze vennootschap) under Dutch law, at a future date) has filed a registration statement on Form F-4 (“Form F-4”) containing a prospectus with the Securities and Exchange Commission (the “SEC”). Additionally, JBS B.V. (or JBS N.V., as the case may be) may file other relevant materials in connection with the Proposed Transaction with the SEC. Security holders of JBS S.A. are urged to read the Form F-4 and the prospectus regarding the Proposed Transaction and any other relevant materials carefully and in their entirety as they become available because they contain important information about the Proposed Transaction and related matters. Security holders of JBS S.A. and investors may obtain a copy of the prospectus, the filings with the SEC that are incorporated by reference into the prospectus as well as other filings containing information about the Proposed Transaction free of charge at the SEC’s website (www.sec.gov) or JBS S.A.’s website (https://ri.jbs.com.br/en/) or by contacting JBS S.A.’s Investor Relations department by email at ri@jbs.com.br, telephone at +55 (11) 3144-4146 or mail at Av. Marginal Direita do Tietê, 500, Bloco I, 3rd floor, São Paulo - SP, 05118-100, Brazil. This presentation shall not constitute an offer to sell or the solicitation of an offer to sell or buy any securities or the solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Non-GAAP Financial Measures This presentation contains non-GAAP financial measures. The non-GAAP financial measures contained in this presentation are not measures of financial performance calculated in accordance with any GAAP or IFRS and should not be considered as replacements or alternatives to net income or loss, cash flow from operations or other measures of operating performance or liquidity. We also adopt non-GAAP measures when we believe that the additional information is useful and meaningful to investors. Non-GAAP financial measures do not have any standardized meaning and are therefore unlikely to be comparable to similar measures presented by other companies. The presentation of non-GAAP financial measures is not intended to be a substitute for, and should not be considered in isolation from, the financial measures reported in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board or considered replacements or alternatives to net income or loss, cash flow from operations or other IFRS measures of operating performance or liquidity. These non-accounting measures are used by market participants for comparative analysis, albeit with certain limitations, of the results of businesses in the sector and as indicators of the Company’s capacity to generate cash flow. Forward-Looking Statements This presentation contains certain statements, including estimates, projections, statements relating to business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, that are “forward-looking statements.” The forward-looking statements contained in this presentation may include statements about the expected effects on the JBS Group in connection with the Proposed Transaction, the anticipated timing and benefits of the Proposed Transaction, and the JBS Group’s anticipated financial results, and also include all other statements in this presentation that are not purely historical information. These forward-looking statements are generally identified by the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “may,” “opportunity,” “outlook,” “plan,” “project,” “should,” “strategy,” “will,” “would,” “will be,” “will continue,” “will likely result” and similar expressions. These statements are based on the current expectations of the management of the JBS Group and are subject to uncertainty and to changes in circumstances. In addition, these statements are based on a number of assumptions that are subject to change. This presentation also contains estimates and other information concerning the industry in which the Company operates, that are based on industry publications, surveys and forecasts. This information involves a number of assumptions and limitations, and we have not independently verified the accuracy or completeness of the information. Many factors could cause actual results to differ materially from these forward- looking statements with respect to the Proposed Transaction, including risks relating to the completion of the Proposed Transaction on anticipated terms and timing, including obtaining shareholder and regulatory approvals, anticipated tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies for the management and expansion and growth of the JBS Group’s operations. While the list of factors presented here is considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on the JBS Group’s consolidated financial condition, results of operations or liquidity. Forward-looking statements included herein are made as of the date hereof, and the JBS Group undertakes no obligation to update publicly such statements to reflect subsequent events or circumstances. 2
Today’s Presenters Carlos Hamilton Guilherme Christiane Daniel Pedro Araújo Cavalcanti Assis Pitta Bueno Independent Board Global CFO IR Director Legal Director IR Executive Manager Member +35 Years +35 Years +30 Years +20 Years +15 Years of Experience of Experience of Experience of Experience of Experience 3 Experience
Executive Summary JBS is a Global Leader with a Diversified Footprint 1 US Listing Elevates JBS’ Investor Profile and Global Capital Markets Access 2 Reshaping JBS Into a More Competitive Global Leader While Unlocking Value for all Stakeholders 3 4
1 JBS Overview Table of 2 Contents Long-Term Value Proposition 3 Transaction Rationale 4 Board & Governance 5 Dynamics of the Extraordinary General Meeting and Key Milestones 6 Closing Remarks 5
JBS Overview 1
A Leading 280k+ 250+ 180+ Global Food Global team Production Sales to members facilities customers in Company 180+ countries Prepared Poultry Beef Pork #1 #1 #2 #1 Foods Global poultry producer Global beef producer Global pork producer Market leader in Australia, New Zealand and the UK. Leading Market leader in Brazil, Europe, Market leader in Australia, Brazil, Leading positions in Australia, and the USA. Leading position in and the USA. Leading position in Brazil, Europe and the USA. positions in Brazil, Mexico and Mexico. Canada. the USA. Plant- Salmon Biotechnology Eggs #1 #2 #1 based Majority owner of BioTech Foods, Plant-based foods Salmon producer Egg producer in cultivated protein producer in Spain. producer in Brazil in Australia South America Built largest biotechnology #3 in Europe R&D center in Brazil. 7 7
Global Platform with Unique Scale 1 2024 Net Revenues US$ billion 77 72 53 53 35 29 28 26 24 23 2 #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
Growth Journey Based on Strategic Acquisitions and Efficient Operations Net Revenues US$ billion [Brazil Margarine 77,2 & Mayonnaise] 72,9 72,6 65,0 [Beef] 51,7 51,2 51,1 49,7 49,0 52,3 48,9 42,9 38,6 36,9 31,1 [Meats & Meals] 16,5 17,6 [Brazil & Mexico Chicken] [United Kingdom] 7,6 2,0 [Pork] 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 8,5 7,2 6,7 5,6 5,0 4,7 4,2 4,0 4,0 3,5 3,3 2,8 2,2 2,1 1,9 0,7 0,6 0,3 0,3 Established a Global Protein Platform Increased Diversification Into Value-Added and Branded Product Portfolios Source: JBS Investor Relations (CAGNY 2025 and 4Q 2024 Earnings Release). 9 EBITDA Evolution (US$ billion)
Global Diversification Through Local Production and Exports Net revenue 2024 (by consumption) Canada Europe 3% 9% USA Net Revenue 49% by Production Asia 5% 13% United States 51% Mexico & Central America Brazil 26% Africa & Middle East Australia 9% Australia & 4% New Zealand Europe 7% Brazil 3% Canada South 5% 13% America Mexico 3% 1% We produce where it is Geopolitical, sanitary Diversification by Export access and competitively and cycle risk protein and by unmatched distribution advantageous mitigation geography 10 Source: JBS Investor Relations (4Q 2024 Earnings Release).
Long-Term Value Proposition 2
JBS’ Long Term Value Proposition Value Proposition Long-Term Sustainable Growth Continuous Growth 1 +150 brands across the portfolio Value-added Products and Brands Expand Margins 2 +300,000 clients and sales to approximately 180 countries Profitability Reduce Volatility 3 Sales and +600 Production Platform Distribution Platform operations in more than 25 countries People and Culture Financial Discipline 4 Source: JBS. 12
Global Demographics to Drive Higher Protein Consumption World Population World Protein Consumption Global (Bn people) (Million tons) +10% +1.7Bn Trends That world animal people in 9,7 591 protein¹ Could Benefit 2050 8,0 consumption the Company 543 by 2032 in the Next 2022 2050E Years 2023 2032E Increase in global Income growth Shift in diet trends population and supporting protein towards protein- urbanization consumption based foods Source: United Nations and FAO. 13 Note: (1) Considers beef, pork, poultry, sheep and fish protein.
Drive Sustainable Growth ENABLERS FOR GROWTH GOING FORWARD Increase presence in the US value-added market across Experienced management team with top- geographies tier leadership Proven ability to build brands across geographies and categories Continued growth in high- growth segments (aquaculture, alternative Strong customer relationships with proteins, etc.) leading brands Demonstrated track-record of Ongoing inorganic growth turnarounds through strategic and accretive acquisitions Source: JBS. 14
Lifting Margins and Reducing Volatility with Diversification 2008 - 2012 2013 - 2017 2018 – 2023 2024 Median: 5.1% Median: 8.2% Median: 9.5% 8,2% 9,3% 6,6% 3,8% Consolidated JBS Beef North America PPC JBS USA Pork Seara JBS Australia JBS Brazil 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 Initial focus on downstream Initial geographic and protein JBS has evolved into a more diversification, with value-added diversification, with relevant profitable global player with a prepared foods and brand beef and pork acquisitions in robust protein portfolio and positioning, driving margins to a the US vast footprint higher level Source: JBS. 15 Key Developments Adjusted EBITDA Margin Evolution
Solid FCF Generation Supporting Investments, Distributions to Shareholders and Deleveraging Capital Deployment Profile¹ (US$ mm) Net Leverage (Net Debt/EBITDA in x) 4,75x 4,50x Free Cash Flow (Excl. Expansion Capex) 14,204 M&A Limit 4,25x Cap on Extra Dividend Payment 4,00x 3,66x 3,75x Attention Zone 3,50x 2 Expansion Capex 4,606 3,25x 3,00x 2,77x Safety Zone 2,75x M&A 3,291 2,50x Long- 2,15x Term 2,25x Goal 1,89x 2,00x 1,75x 3 Dividends 4,130 1,50x 1,25x 1,00x Share Buybacks 2,759 1Q24 2Q24 3Q24 4Q24 Source: JBS Investor Relations (CAGNY 2025 and 4Q 2024 Earnings Release). 16 Note: (1) Considers the period from 2019 – 2024. (2) For 2025, the Company is estimating an expansion Capex of US$ 1 billion and maintenance Capex in the same amount. (3) US$808mm dividends paid in Q4 and US$369mm paid in 2025. Value Growth
Transaction Rationale 3
The Proposed Transaction Merger of Shares Cash Dividend Redemption Implemented through an incorporação Shareholders will be entitled to receive a Cash Brazil HoldCo will redeem all the Redeemable de ações” under the Brazilian Corporation Law, Dividend, including JBS S.A. ADS Holders as of Shares and deliver to each holder thereof one exchanging JBS S.A. Common Shares the ADS Cash Dividend Record Date JBS N.V. BDRs for every Redeemable Share held Each JBS S.A. Holder receives one JBS N.V. BDR for every Redeemable Share Brazil HoldCo JBS S.A. Per JBS S.A. 1 1 : 2 R$ 1.00 Redeemable Share Common Shares Common Share held JBS N.V. Brazil HoldCo 2 1 : 1 BDR Redeemable Share The Brazil HoldCo Redeemable Shares will be mandatorily redeemable for JBS N.V. BDRs At any time, holders of JBS N.V. BDRs may Making up a total of request to receive the underlying JBS N.V. Class A Common Share in exchange R$ 2,218 million Subject to approval at the JBS N.V. JBS N.V. Based on the same amount of JBS S.A. 1 : 1 Class A Share BDR Common Shares issued and outstanding JBS S.A. General Meeting Class A Common Share Class B Common Share Can be converted into Class B by JBS N.V. Can be converted into Entitled to 1 vote per share and Entitled to 10 votes per share and st BDR Holders until December 31 , 2026 Class A at any time Listed on the NYSE Not Listed on any Exchange Upon completion , we expect to list JBS N.V. Class A Common Shares on the NYSE and to list JBS N.V. BDRs on the B3; and: JBS S.A. Common Shares will no longer be listed on the B3. JBS S.A. will become a wholly owned subsidiary of Brazil HoldCo 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 not held by Brazil HoldCo (including by the JBS S.A. ADS Depositary Bank) will be automatically contributed for their book value into Brazil HoldCo in exchange for one Brazil HoldCo Redeemable Share; 2. The JBS S.A. ADS Depositary Bank will cause the JBS N.V. BDRs that it receives pursuant to the Redemption to be immediately cancelled for automatic delivery of the underlying JBS N.V. Class A Common Shares. 18
The Dual Listing Structure Messrs. Batista 100% J&F + FIP Formosa Messrs. Batista 100% 100% LuxCo BNDES Other Shareholders J&F + FIP Formosa 100% Class A: 29.63% Class A: 28.35% Class A: 42.02% LuxCo Class B: 100.00% Class B: 0% Class B: 0% Total: 48.34% Total: 20.81% Total: 30.85% 100% Voting: 84.77% Voting: 6.13% Voting: 9.09% JBS N.V. (NED) 100% Step Brazil HoldCo BNDES Other Shareholders JBS N.V. (NED) Step 100% 48.34% 20.81% 30.85% Brazil HoldCo 100% JBS S.A. (BRA) JBS S.A. (BRA) JBS N.V. becomes the indirect Controlling Shareholder of JBS S.A. JBS S.A. becomes an indirect wholly owned subsidiary of JBS N.V. 1 nd ➢ Executed in two phases , J&F and FIP Formosa transfer all its JBS S.A. Common ➢ The 2 and final step of the Proposed Transaction involves the approval of Shares to Brazil HoldCo in exchange for newly-issued shares of BrazilCo the Dual Listing at the EGM, when you will become a shareholder of JBS N.V. i. Immediately thereafter, all such shares are transferred to LuxCo Immediately following the completion of the Proposed Transaction: ii. Immediately thereafter, all such shares are transferred to JBS N.V. ✓ JBS S.A. will be an indirect wholly owned subsidiary of JBS N.V. 1 As a result of the completion of both phases :✓ The business conducted by the JBS Group will remain the same ✓ JBS N.V. will, through Brazil HoldCo, indirectly hold the JBS S.A. Common ✓ The shareholders of JBS N.V. will initially be the same as the shareholders Shares that are currently held directly by J&F of JBS S.A. on the Last Trading Day ✓ Accordingly, JBS N.V. will become the indirect Controlling Shareholder of✓ Our ultimate controlling shareholders will continue to control the JBS JBS S.A. Group’s business through the indirect ownership of JBS N.V. Source: JBS’ Form F-4. Note: (1) In the first phase, J&F contributed only a portion of its JBS S.A. common shares, with the remaining shares to be transferred in a second phase. If the merger of shares is not approved at JBS S.A.’s general meeting, the second phase of the controlling shareholder contributions may or may not take place. Additionally, the first phase could be reversed, depending entirely on how the ultimate controlling shareholders decide to maintain their ownership structure of JBS S.A. common shares. This decision will not impact JBS S.A. itself. Step 2 takes into account that J&F will hold 45% of its shares in Class A shares and 55% in Class B shares; the 84.77% voting takes into consideration this breakdown and that no other shareholder will convert into Class B shares which may not be the case. 19
Key Factors for Selecting the Proposed Structure 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 HoldCo? Why a Conversion Period? ✓ Strategic geographic and ✓ Imperative to allow our company ✓ Pursuant to the rules of the B3, ✓ Under Brazilian Law, a Merger ✓ Multiple-year period to request logistical position within JBS to access to a cost-effective holders are required to of Shares is only permitted to convert JBS N.V. Class A into Group’s global operations and readily available source of receive a Brazilian security in between two Brazilian Class B Common Shares up to a financing that is currently connection with the Merger of companies maximum convertible shares, ✓ JBS Group have physical unavailable Shares and the Redemption subject to Minimum Free-float presence in the country for ✓ Alternatively, a full legal cross- requirement more than 20 years trading ✓ Ensuring our controlling ✓ The Depositary Bank of the ADS boarder merger of JBS S.A. not poultry and pork shareholders’ long-term program will cause the BDRs JBS N.V. is not permitted under ✓ Allow holders to have a mature commitment and active that it receives to be the Dutch Law – that is only understanding of the dynamics ✓ Jurisdiction with political and participation is vital to immediately cancelled for allowed to merge with of the behavior of the JBS N.V. financial stability, with strong safeguarding the long-term delivery of the underlying JBS companies governed by the laws Class A Common Shares trading on tax policy, currency and legal stability of our strategy and N.V. Class A Common Shares of the EU the NYSE regime ensuring long-term value directly to ADS holders ✓ The Proposed Transaction ✓ Allow holders to make an informed ✓ Dutch Law facilitates a tailor- creation for all of our ✓ At any time, holders of BDRs could not be implemented choice between holding Class A made structure stakeholders – including our can exchange to Class A directly between JBS S.A. (which will trade on the NYSE, but shareholders ✓ Strong bilateral investment Common Shares – vice-versa (Brazil) and JBS N.V. with less votes) or Class B (destined and treaty network for (Netherlands) to those that want to enhance their corporates influence in deliberations) Source: JBS’ Form F-4. 20
Strategic Rationale for the Proposed Transaction Unlock untapped potential and maximize value for 1 JBS shareholders Lower overall cost of capital associated with equity 2 and debt financing Expand access to a broader and more diverse 3 investor base Eligible for inclusion in prominent equity indexes 4 such as S&P, MSCI and Russell 21
1 Unlock Untapped Potential and Maximize Value for JBS Share Price Performance Evolution Upon the Material Fact on US Listing Update The stock price reacted positively following the announcement of the potential U.S. Listing BRL Potential Re-rating After the th US Listing Veja News March 18 , 2025 BRL Record-Breaking JBS share prices skyrocket 43.00 Revenue after approval for NY Listing Announcement Material Fact on 50,00 US Listing Published “Shares rise more than 15% on B3 with the BRL 34.90 (BNDES abstaining from voting) strategy of taking the company's trading to August 2024 the US stock market” BRL 32.75 40,00 JBS Beats Analyst March 2025 Expectations and Announces ~320M in Profit May 2024 BRL 25.15 30,00 First News Broke About US listing Intentions July 2023 BRL 17.24 20,00 10,00 0,00 Jan-23 Apr-23 Jul-23 Oct-23 Jan-24 Apr-24 Jul-24 Oct-24 Jan-25 Apr-25 Jul-25 Oct-25 th Sources: JBS, Veja, Capital IQ as of April 15 , 2025. 22
2 Reduction in Cost of Debt Decline in JBS Credity Spread Relative to Tyson 400 JBS 2030 400bps 350 300 250 200 150 100 TSN 2029 110bps 50 34bps 0 G-Spread difference from JBS 2034 to TSN 2034 G-Spread difference from JBS 2030 to TSN 2029 Source: Bloomberg as of April 15th 2025. 23 Aug-19 Dec-19 Apr-20 Aug-20 Dec-20 Apr-21 Aug-21 Dec-21 Apr-22 Aug/22 – Exchange offer and registration rights Aug-22 Dec-22 May/23 – Bond registration Apr-23 protocol Aug-23 Jul/23 – Exchange offer completion Dec-23 Apr-24 Aug-24 Dec-24 Apr-25
2 Potential Re-Rating at U.S. Peer Valuation Levels Could Lead to a Lower Cost of Equity Global Footprint Financials Trading 3 4 Return on Inv. Market Cap Div. Yield EV /EBITDA 2024 EBITDA CAGR¹ Avg. EBITDA FY 2024 Revenue Breakdown 2 (US$ bn) (%) (x) (19-24) Capital (FY2024) Margin (19-24) EMEA 13% South America 14% US$ 6.1% 9.5% 19.4% 16.1 7.0 US$ bn % North 77.2bn 4,5x America Asia & 57% Oceania 16% Others 4% US$ (5.2 ) 8.2 6.0 21.7 3.3 % % % US$ bn % 53.3bn 10,4x North America 96% Others 6% US$ (0.4%) 12.3% 11.7% 15.9 3.8 US$ bn % 11.9bn 14,2x North America 94% Sources: Companies’ filings and Capital IQ as of April 15, 2025. Note: (1) Compound annual growth rate. (2) ROIC calculated as net operating profit after tax divided by the total invested capital . Total invested capital as the sum of gross debt and shareholders equity. (3) Calculated as the sum of the last 12 months dividends per share divided by share price. (4) Calculated as market cap plus net debt (including leasing) and minorities interest. 24
3 Access to a Broader Investor Base ////////////////////////////////////////////////////////////////////////////////////////////// Brazil-Domiciled US-Domiciled 40+ 150+ 130+ 90+ Passive Holders Passive Holders Passive Holders Passive Holders that represent that represent that represent that represent 31% 52% 65% 76% of the Institutional Float of the Institutional Float of the Institutional Float of the Institutional Float 330+ 1,150+ 950+ 500+ Institutional Holders Institutional Holders Institutional Holders Institutional Holders from from from from 22 34 29 23 Different Countries Different Countries Different Countries Different Countries Tap into U.S. passive investor growth Access to diversified blue-chip U.S. investors Expand investor base beyond Latam - Align the company with major U.S. indices such - Appeal to renowned institutional investors, - NYSE opens doors to non-Latam-specific as the S&P 500 including ones managing diversified blue-chip investors including those seeking emerging - This would attract passive funds and ETFs, portfolios market opportunities ensuring steady capital flow and enhancing - These investors bring stability and reputation, - Less regional exposure risks stock liquidity boosting the company's credibility and valuation - Increase of the company's global visibility th Source: LSEG Workspace Eikon and Bloomberg as of April 15 , 2025. 25 Diversification Increase in across Regions Passive Flow
4 Potential for Inclusion in U.S. Equity Indexes Evolution of the Main Equity Indexes of Companies Listed in the US Compared to the IBOV S&P500 S&P1500 Russell 3000 MSCI US All Cap IBOV 2025 Trade War Effects 160 144 140 136 136 120 125 109 100 80 Dec-20 Jun-21 Dec-21 Jun-22 Dec-22 Jun-23 Dec-23 Jun-24 Dec-24 Standard & Poor’s 500 Standard & Poor’s 1500 Russell 3000 MSCI US All Cap Index The S&P 500 Index is one of the The S&P 1500 combines three major Stock market index that tracks The MSCI US All Cap Index most widely followed stock indices: the S&P 500 (large-cap the performance of the 3,000 represents the entire U.S. equity market indices in the world. It stocks), the S&P MidCap 400 (mid- largest publicly traded market, by including large, mid, tracks the performance of 500 cap stocks), and the S&P SmallCap companies in the United States. It small, and micro-cap companies. large-cap companies listed on 600 (small-cap stocks), covering 90% represents approximately 98% of It captures approximately 99% of U.S. stock exchanges of the U.S. equity market the investable U.S. equity market the U.S. equity universe Sources: Capital IQ as of April 15th, 2025. 26 st Description Base 100 @ Jan 1 , 2021
Board & Governance 4
Governance Structure Global JBS Governance Structure JBS N.V. JBS Board of Directors PPC Board of Global CEO – Gilberto Tomazoni Directors Compliance – Michael Koenig Sustainability – Jason CFO & IR – Guilherme Operational Excel. – CMO – HR – Weller Cavalcanti Helio Rubens Sergio Valente Juriana Sperandio North America – Wesley Australia – Brent Brazil – Gilberto Xandó New Ventures Pilgrim’s – Fabio Sandri Batista Filho Eastwood ✓ Friboi✓ Beef US✓ Beef✓ Swift / Wild Fork✓ U.S. ✓ Seara✓ Pork✓ Pork✓ Plant Based✓ Mexico ✓ JBS Novos Negócios✓ Canada✓ Lamb✓ Italian Salumeria✓ Europe ✓ JBS Couros✓ JBS Prepared Foods✓ Primo✓ Cultivated Meat ✓ Huon Source: JBS. 28
Board Structure Post-Transaction and Committees Board of Directors Executive Committees Audit Committee Jeremiah O’Callaghan* The audit committee will assist our board of directors in overseeing our accounting and financial reporting processes and the audits of our Wesley financial statements Gilberto Mendonça Tomazoni Batista Compensation Committee The compensation committee handles director remuneration, oversees Joesley Kátia Regina and implements the company's remuneration policies, administers Mendonça de Abreu equity incentive plans, and ensures legal and regulatory compensation Batista Gomes disclosures are prepared Carlos Hamilton Henrique Nominating Committee Vasconcelos de Campos Araújo Meirelles The nominating committee defines criteria for director selection, evaluates board composition, assesses director and board performance, recommends appointments, oversees succession planning for Paulo Raul executives, and supervises senior management evaluation policies. Bernardo Alfredo Silva Padilla ESG Committee This committee focuses on defining and reviewing the company's Non-independent Directors sustainability and ESG strategies, setting related goals and KPIs, 9 4 monitoring and improving practices, overseeing environmental and Independent Directors social responsibilities, and addressing ESG-related risks Directors Committees Chairman * Source: JBS Investor Relations and Form F-4. 29 New Directors JBS Board of Directors
Proposed Board Capabilities and Committees Audit Comp Nominating Sustainability Director Age Skills 1-4 Min –Max Finance, Business Strategy, Exec. Directors * * Jeremiah O’Callaghan 71 P P Operations, Food Industry Finance, Business Strategy, Food Gilberto Tomazoni 66 Industry, Supply Chain Management 56% Independent Business Strategy, Food Industry, * Wesley Mendonça Batista 54 PP Capital Management Business Strategy, Food Industry, Joesley Mendonça Batista 53 PP Capital Management 1 Food Industry, Agribusiness, Supply Year Term Kátia Regina de Abreu Gomes 63 P Chain Management Finance, Communications, Public Paulo Bernardo Silva 73 P Policy, Planning 7-11 Min –Max Finance, Economy, Infrastructure, * Carlos Hamilton Vasconcelos Araújo 60 P Directors Planning Finance, Economy, Capital Henrique de Campos Meirelles 79 PP Management, Business Strategy 3-10 Food Industry, Agribusiness, Supply Min–Max Raul Alfredo Padilla 69 P Chain Management Non-Exec Directors Chairman of Committee * Source: JBS’ Investor Relations and Form F-4. 30
JBS Global Compliance Program Key Components Tone at the Top Third-Party Relationships Policies and Procedures Mergers & Acquisitions Training Monitoring, Testing and Remediation Guidance and Communications Proper Oversight and Independence Periodic Risk-Based Assessments Culture of Day-to-Day Operations Internal Reports (Ethics Line) and Investigations Source: JBS. 31
Compliance Program Evolution Compliance Program Pillars Third Party Risk Policies and Ethics Line and Monitoring and Training Communications Internal Controls Diligence and Tone at the Top Assessments Procedures Investigations Testing Management − Creation of the − Adoption of a − Mandatory − Monthly calls − Creation of Ethics − Improved internal, − Continuous daily − Implements a − “Speak Up” Global Executive suite of global enhanced, tailor- among all regional Committees in automated screening of third-party due campaigns to Ethics and compliance made and compliance each of JBS’s controls onboarded third diligence process encourage Compliance policies, including function-specific leaders major regions and − A written monthly parties and real- that uses reporting of any Committee the Global Anti- training personnel − Individual monthly businesses summary provided time transaction technology to potential composed of Bribery and Anti- for all salaried calls between each − Comprised of by each region to monitoring for streamline the violations of law, senior compliance Corruption Policy employees regional leader and CEOs, CFOs, the Global Chief risk-sensitive evaluation and regulations or leaders in the and Compliance − Covers the JBS the Global Chief Heads of HR, Ethics and transactions onboarding of company policies, company, and the Framework Code of Conduct, Ethics and business unit Compliance − A Board resolution third parties − Emphasis on the Chairman of the − Appointment of a and both the Anti- Compliance leaders, Officer, reporting committed to − Requires all third company’s Global JBS S.A. Board Global Chief Ethics Bribery and Anti- Officer representatives of whether any maintaining an parties to adhere Non-Retaliation − Training programs and Compliance Corruption the Legal sponsorships, effective to the Business Policy on Anti-Bribery Officer with Policies Department, and donations, gifts, compliance Associate Code of and Corruption experience in the − Anti-bribery and compliance business meals, program and Conduct to ensure policies, as well as FCPA and other anti-corruption leaders for each occurred involving requiring periodic compliance with conflict of interest corruption laws training for Board entity a government reports from ethical and policies members official compliance business leadership standards Timeline Oct. 2020 – Company first required to implement Program Aug. 2022 – Appointment of a Global Chief Ethics and Compliance Officer 2020 2021 2022 2023 2024 Jun. 2022 – creation of the Global Executive Ethics and Compliance Oct. 2023 – Successfully implemented program Source: JBS. 32
Additional Regulatory Topics - SEC Both the CVM and SEC maintain similar disclosure rules (annual/quarterly reports, financial statements, material events, 1 corporate actions) – however, the SEC also enforces rules not employed by the CVM : Securities Act Public U.S. security offerings must be registered with the SEC, which sets issuer disclosure requirements Requirements Exchange Act SEC-registered issuers must file annual (Form 20-F) and interim reports; the SEC also enforces U.S. securities laws, including the investigation of insider trading, market manipulation, and fraudulent disclosures Requirements Sarbanes-Oxley Requires independent auditor certification of internal controls, annual CEO/CFO certification of various aspects related to disclosures and controls, and prohibits loans to executives, amongst other requirements Act PCAOB The Public Company Accounting Oversight Board sets high auditor independence and quality standards for audited financial statements filed with the SEC by registered companies Standards NYSE Listing Listed companies must meet specific quantitative liquidity criteria to ensure healthy trading, adhere to robust governance requirements (including an independent audit committee), and promptly disclose material information to the public Standards Foreign Corrupt Forbids payments to government officials for obtaining or retaining business Practices Act Source: JBS. 33 Note: (1) Non-exhaustive list
Dynamics of the Extraordinary General Meeting 5 and Key Milestones
Extraordinary General Meeting Highlights rd Date and Time May 23 , 2025 at 10:00AM (São Paulo time) Place JBS S.A.’s headquarters in São Paulo, Brazil (I) Merger of shares, including the approval of the Merger of Shares Protocol and related valuation reports Voting Agenda (II) Delisting from the B3 (III) Cash dividend Transaction List JBS Group on the NYSE and B3 (Dual Listing) to create a corporate structure that allows us to better reflect our Purpose global presence and diverse international operations and implement our growth strategy (I) Merger of shares: majority of the shareholders, following Article 252 of “Lei das S.A.” Required Quorum (II) Delisting from the B3: majority of the free float shareholders present in the EGM (III) Cash dividend: majority of the shareholders present in the EGM Approval Voting Majority (50% + 1 share) of the present Free-float at the EGM Requirements Dual Listing (I) In person Shareholder’s (II) By legal representative Attendance (III) By distance voting ballot In case of any question please contact JBS’ investor relation office Contact Phone: +55 11 3144-4146 Information Email: ri@jbs.com.br Bradesco Shares and Custody Department (JBS S.A. shares and JBS N.V. BDRs) Custodian Phone: +55 11 3684-4522 Email: 4010.acoes@bradesco.com.br Source: JBS’ Form F-4 . 35
Extraordinary General Meeting Highlights Eligible Voters and Entitled Votes JBS S.A. ADS Holders can instruct the JBS JBS S.A. ADS Depository Bank on how to vote Common Shares in the General Meeting Holders 2 votes per ADS 1 vote per share (Each ADS corresponds to 2 JBS S.A. common shares) Additional Information How to Attend? Additional Information i. In person, if an individual Additional information about the ii. By legal representatives, if legal entity transaction and the general (company or investment fund) meeting can be found on the iii. By distance voting ballot company’s F-4 filling and in the EGM calling documents Source: JBS’ Form F-4 . 36
Key Conditions & Approvals Condition Description Expected Date Approved by Condition Description Expected Date Approved by For JBS N.V., the contribution of shares of JBS S.A. by a The delisting requires the Transfer of European Union company, as affirmative vote of the majority th rd March 29 May 23 opposed to by JBS S.A.’s AFIRB (at least 50% + 1 share) of the JBS S.A. EGM JBS S.A. Delisting 2023 2025 controlling shareholders, in JBS present Free-float at the shares N.V. results in an intra-EU share JBS S.A. EGM transfer of JBS S.A.’s shares The registration statement filed with the SEC on Form F-4 A Foreign Private Issuer is a non- Registration to execute the registration U.S. company with limited U.S. nd th April 22 < June 6 under the Securities Act of the SEC ownership and ties. It can access B3 & CVM Statement FPI 2025 2025 JBS N.V. Class A Common Shares U.S. markets with lighter SEC F-4 to be issued and delivered to JBS reporting rules S.A. Shareholders and JBS S.A The merger of shares and ancillary matters, require the rd th Merger of BDRs May 23 JBS N.V. BDRs shall be approved < June 6 affirmative vote of the JBS S.A. EGM CVM 2025 by the CVM and for listing on B3 2025 Shares Listing majority (at least 50% + 1 share) of total shares of JBS S.A. The cash dividend requires the Class A affirmative vote of the JBS N.V. Class A Common Shares rd nd Cash May 23 < June 12 majority (at least 50% + 1 share) JBS S.A. EGM shall be approved for listing on NYSE Shares 2025 2025 Dividend of the present Free-float at the the NYSE Listing JBS S.A. EGM Executed Source: JBS’ Form F-4. 37
Key Dates for Shareholders ✓ The Proposed Transaction is approved by shareholders at the Extraordinary General Meeting of JBS S.A. ✓ ADS Cash Dividend Record Date: All JBS S.A. shareholders (including ADS Holders) as of a record date set by the JBS S.A. ADS Friday, May 23rd Depositary Bank (which may be the date of the EGM of a later date) will be entitled to receive the Cash Dividend, that will be paid following the approval, at a date to be disclosed to the market in due course ✓ Suspension of Issuance and Cancellations of JBS S.A. ADSs: Beginning on this date, you will not be able to surrender your JBS S.A. ADSs for delivery of JBS S.A. Common Shares or deposit your JBS S.A. Common Shares for delivery of JBS S.A. ADSs. Thursday, June 5th However, the closing of the issuance and cancellation books does not impact trading, and you may continue to trade your JBS S.A. ADSs. Friday, June 6th✓ Dual Listing – Second Step: Closing Date (Merger of Shares and Redemption) Monday, June 9th✓ First day of trading of JBS N.V. BDRs on the B3 (Conversion Record Date) Tuesday, June 10th✓ First day holders of JBS N.V. BDRs can request cancellation of JBS N.V. BDRs ✓ ADS Exchange Date: ADS Depositary Bank receives the JBS N.V. Class A Common Shares pursuant to the cancellation of the JBS Wednesday, June 11th N.V. ADS Depositary Bank will initiate the exchange of existing JBS S.A. ADSs for JBS N.V. Class A Common Shares. Expected timing of two U.S. business days after the Closing Date ✓ First day of trading of JBS N.V. Class A Common Shares on the NYSE ✓ Beginning of Class A Conversion Period Thursday, June 12th ✓ ADS Program Termination: 30 days after the date the JBS S.A. ADS Depositary Bank issues a termination notice in respect thereof or the date on which all JBS S.A. ADSs have been surrendered for exchange, whichever occurs first December 31st, 2026✓ End of Class A Conversion Period Source: JBS’ Form F-4 . ALL DATES ARE TENTATIVE, for additional details on key dates, please refer to the “Important Dates” section of the F-4 Registration Statement 38
Financial Implications of the Proposed Transaction The consolidated operations of JBS N.V. immediately following the Dual Listing will be the same as those of JBS S.A. Accounting Treatment of The merger of shares will be accounted for on a book value basis the Proposed The carrying amounts of JBS S.A.’s consolidated assets and liabilities will be reflected in JBS N.V.’s consolidated financial statements with no fair value adjustments related to the Transaction Proposed Transaction ✓ Historical consolidated operating results for all dates and periods prior; ✓ Contribution of JBS S.A.’s consolidated assets and liabilities at book value; ✓ Consolidated operating results and cash flows of JBS N.V. (as successor) and its consolidated subsidiaries; Consolidated ✓ An adjustment, against retained earnings, in the consolidated statement of changes in equity to Financial reflect the statutory equity reserves of JBS N.V.; ✓ The number of common shares issued by JBS N.V. will be reflected retrospectively to all Statements periods, for the purposes of calculating earnings per share ✓ The consolidated financial statements of the Group have been prepared in accordance with IFRS Accounting Standards, with some non-GAAP measures such Adj. EBITDA and margin Source: JBS’ Form F-4. 39
Closing Remarks 6
The U.S. listing is a Strategic Objective for JBS, As It: Broadens our access to Global Capital Markets, lowering overall cost of capital associated with equity and debt financing 1 Increases our Global visibility with prominent equity indexes, moving closer to key international investors 2 Strengthens our Global leadership by enhancing our sustainable growth capabilities and long-lasting value creation to shareholders 3 Consolidates our Governance by abiding to stricter SEC rules beyond local benchmarks 4 41
Appendix A
Debt Profile 1 Proforma Debt Amortization Schedule (USD mm) Average Proforma Debt Term: 12.6 years Average Proforma Debt Cost (Yearly): 5.4% 9.103 500 7.818 500 2.853 1.142 1.880 2.853 2.024 2.902 2.601 5.750 2.415 2.261 4.465 1.405 1.008 1.107 984 983 885 807 638 637 516 0 38 Cash and 2035 and Payments Cash and Short 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 to 2052 2053 2055 Equiv. 2055 Notes from Equiv. Term 2051 + CRA Jan/25 to Seara May/25 Cash and Cash Equivalents Revolving Credit Lines (USA) Revolving Credit Lines (Brazil) 2035 and 2055 Notes + CRA Seara Debt buyback from Jan/25 to May/25 Dividends Payable in 2025 + Proposal to be considered in Gen. Meeting Source: JBS Investor Relations (4Q 2024 Earnings Release). 43 Note: (1) Includes available cash resources and revolver credit lines from both JBS S.A. and JBS US.
Debt Profile (cont’d) 1 Net Debt / Leverage / Interest Coverage 7,50x 6,42x 4,95x 4,42x 4,00x 2,77x 2,15x 1,89x 3,66x 3,20x 15.866 15.297 14.759 13.721 13.577 4T23 1T24 2T24 3T24 4T24 Net Debt (USD mm) Leverage (USD) Interest Coverage Breakdown per Debt Term Breakdown per Sourcing Breakdown per Entity Breakdown per Currency Debt cost: 7.7% 5% per annum Bonds 9% 11% 9% 7% 6% JBS USA Long-term USD CRA JBS S.A. Short-term BRL Seara Commercial 85% 88% 89% Banks 91% Debt cost: 5.1% per annum Source: JBS Investor Relations (4Q 2024 Earnings Release). 44
45
ESG as a Pillar of Growth JBS has pledged to zero the balance of its greenhouse gas emissions by 2040, reducing its direct and indirect emissions and offsetting residual emissions Opened 20 Green Offices that offer free technical assistance to cattle producers, aiming to increased property compliance and sustainable production. More than 6,000 properties have been assisted since 2021 Implemented a blockchain technology platform to track cattle production throughout the value chain. By the end of 2025, JBS is committed to have a deforestation-free in the Amazon Repurposed and refined animal byproduct waste into renewable diesel and sustainable aviation fuel, powering hard-to-abate transportation sectors like aircraft, heavy vehicles, and ferries Launched a company specialized in renting out 100% electric trucks, with a current fleet of 260 vehicles Invested in biodigesters for biogas production capable of reducing scope 1 wastewater emissions by 65% Issued a US$ 3 billion in Sustainability Linked Bonds (SLB) for JBS S.A, JBS USA Lux., and PPC, linked to 30% scope 1 & 2 GHG emissions intensity reduction KPIs Source: JBS. 46