JBS S.A. AND JBS USA HOLDING LUX S.À R.L. ANNOUNCE EXPIRATION AND RESULTS OF ITS REGISTERED EXCHANGE OFFERS FOR ANY AND ALL OF THE EXISTING NOTES

SÃO PAULO and GREELEY, Colo., Nov. 25, 2024 /PRNewswire/ -- JBS S.A. and JBS USA Holding Lux S.à r.l. (together, "JBS") announced today the expiration and results of its previously announced offers to exchange (the "Exchange Offers") any and all of its outstanding Existing Notes (as defined below) for an equal principal amount of new notes (the "New Notes") in a transaction registered under the U.S. Securities Act of 1933, as amended (the "Securities Act").

The Exchange Offers expired at 5:00 p.m., New York City time, on November 25, 2024 (the "Expiration Date").  As of the Expiration Date, the aggregate principal amount of each series of the Existing Notes set forth in the table below had been validly tendered and not validly withdrawn.  JBS has accepted for exchange all such tendered Existing Notes in the Exchange Offers.

Upon the settlement of the Exchange Offers, holders of Existing Notes who validly tendered and did not validly withdraw such Existing Notes prior to the Expiration Date will receive an equivalent principal amount of New Notes of the applicable series.  JBS expects that such settlement will occur on or about November 27, 2024.

The terms of the New Notes to be issued in the Exchange Offers are substantially identical to the terms of the corresponding series of Existing Notes, except that the offering of the New Notes will be registered under the Securities Act and the transfer restrictions and registration rights applicable to the Existing Notes will not apply to the New Notes.  JBS will issue the New Notes under the same indentures that govern the applicable series of Existing Notes.  The Exchange Offers do not represent a new financing transaction.

A registration statement on Form F-4 relating to the Exchange Offers was filed with the Securities and Exchange Commission on March 27, 2024 (as amended on August 15, 2024 and October 2, 2024, the "Registration Statement").  The Exchange Offers were made pursuant to the terms and subject to the conditions set forth in a prospectus dated October 25, 2024 (as supplemented on November 14, 2024), which has been filed with the Securities and Exchange Commission and forms a part of the Registration Statement.

THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER TO EXCHANGE, OR A SOLICITATION OF AN OFFER TO EXCHANGE, ANY OF THE SECURITIES DESCRIBED HEREIN.

Important Notice Regarding Forward-Looking Statements:

This press release contains certain forward-looking statements.  Statements that are not historical facts, including statements about our perspectives and expectations, are forward looking statements.  The words "expect", "believe", "estimate", "intend", "plan" and similar expressions, when related to JBS S.A. and its subsidiaries, indicate forward-looking statements.  These statements reflect the current view of management and are subject to various risks and uncertainties.  Actual results could differ materially from those expressed in, or implied or projected by these forward-looking statements as a result of these risks and uncertainties, many of which are difficult to predict and beyond JBS S.A.'s control.  JBS S.A.'s forward-looking statements in this press release speak only as of the date hereof, and JBS S.A. undertakes no obligation to update any such statement after the date of this press release, whether as a result of new information, future developments or otherwise, except as may be required by applicable law.

SOURCE JBS S.A.