425 1 d643713d425.htm 425 425

Filed by John Bean Technologies Corporation

Pursuant to Rule 425 under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12

under the Securities Exchange Act of 1934

Subject Companies:

John Bean Technologies Corporation

(Commission File No.: 001-34036)

Marel hf.

 

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Investor Presentation End of May – June 2024


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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 are subject to risks and uncertainties that are beyond JBT’s ability to control. These forward-looking statements include, among others, statements relating to our business and our results of operations, a potential transaction with Marel, our strategic plans, our restructuring plans and expected cost savings from those plans, and our liquidity. The factors that could cause our actual results to differ materially from expectations include, but are not limited to, the following factors: the occurrence of any event, change or other circumstances that could give rise to the termination or abandonment of the offer for Marel Shares (the “Offer”); the expected timing and likelihood of completion of the proposed transaction with Marel, including the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the offer that could reduce anticipated benefits or cause the parties to abandon the transaction; the possibility that our stockholders may not approve the issuance of new shares of common stock in the offer; the risk that Marel and/or JBT may not be able to satisfy the conditions to the proposed offer in a timely manner or at all; the risk that the proposed offer and its announcement could have an adverse effect on the ability of JBT and Marel to retain customers and retain and hire key personnel and maintain relationships with their suppliers and customers and on their operating results and businesses generally; the risk that problems may arise in successfully integrating the businesses of Marel and JBT, which may result in the combined company not operating as effectively and efficiently as expected; the risk that the combined company may be unable to achieve cost-cutting synergies or that it may take longer than expected to achieve those synergies; fluctuations in our financial results; unanticipated delays or acceleration in our sales cycles; deterioration of economic conditions; including impacts from supply chain delays and reduced material or component availability; inflationary pressures, including increases in energy, raw material, freight, and labor costs; disruptions in the political, regulatory, economic and social conditions of the countries in which we conduct business; changes to trade regulation, quotas, duties or tariffs; fluctuations in currency exchange rates; changes in food consumption patterns; impacts of pandemic illnesses, food borne illnesses and diseases to various agricultural products; weather conditions and natural disasters; the impact of climate change and environmental protection initiatives; acts of terrorism or war, including the ongoing conflicts in Ukraine and the Middle East; termination or loss of major customer contracts and risks associated with fixed-price contracts, particularly during periods of high inflation; customer sourcing initiatives; competition and innovation in our industries; difficulty in implementing our pure play food and beverage strategy, including our ability to execute on strategic investments, merger or acquisition opportunities; our ability to develop and introduce new or enhanced products and services and keep pace with technological developments; difficulty in developing, preserving and protecting our intellectual property or defending claims of infringement; catastrophic loss at any of our facilities and business continuity of our information systems; cyber-security risks such as network intrusion or ransomware schemes; loss of key management and other personnel; potential liability arising out of the installation or use of our systems; our ability to comply with U.S. and international laws governing our operations and industries; increases in tax liabilities; work stoppages; fluctuations in interest rates and returns on pension assets; a systemic failure of the banking system in the United States or globally impacting our customers’ financial condition and their demand for our goods and services; availability of and access to financial and other resources; the risk factors discussed in the Registration Statement on Form S-4, including the preliminary proxy statement/prospectus contained therein, filed by JBT in connection with the Offer; and other factors described under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in JBT’s most recent Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) and in any subsequently filed Quarterly Reports on Form 10-Q. JBT cautions shareholders and prospective investors that actual results may differ materially from those indicated by the forward-looking statements. JBT undertakes no obligation to publicly update or revise any forward-looking statements whether as a result of new information, future developments, subsequent events or changes in circumstances or otherwise. JBT provides non-GAAP financial measures in order to increase transparency in our operating results and trends. These non-GAAP measures eliminate certain costs or benefits from, or change the calculation of, a measure as calculated under U.S. GAAP. By eliminating these items, JBT provides a more meaningful comparison of our ongoing operating results, consistent with how management evaluates performance. Management uses these non-GAAP measures in financial and operational evaluation, planning and forecasting. These calculations may differ from similarly-titled measures used by other companies. The non-GAAP financial measures disclosed are not intended to be used as a substitute for, nor should they be considered in isolation of, financial measures prepared in accordance with U.S. GAAP. 2


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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 such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. In particular, this presentation is not an offer of securities for sale in the United States, Iceland, the Netherlands, or Denmark. Note to U.S. Shareholders It is important that U.S. shareholders understand that the Offer and any related offer documents are subject to disclosure and takeover laws and regulations in Iceland and other European jurisdictions, which may be different from those of the United States. The Offer will be made in compliance with the U.S. tender offer rules, including Regulation 14E under the Exchange Act and any exemption available to JBT in respect of securities of foreign private issuers provided by Rule 14d-1(d) under the Exchange Act. Important Additional Information No offer of JBT securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption from registration, and applicable European regulations, including the Icelandic Prospectus Act no. 14/2020 and the Icelandic Takeover Act no. 108/2007 on takeovers. In connection with the proposed Offer, JBT has filedwith the SEC a Registration Statement on Form S-4, which will contain a proxy statement/prospectus in connection with the proposed offer. Additionally, JBT has filed with the Financial Supervisory Authority of the Central Bank of Iceland (the “FSA”) for approval a draft prospectus in accordance with Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 for the shares to be issued in connection with the proposed offer and for the listing and admission to trading on Nasdaq Iceland of JBT securities (the “prospectus”). JBT has also filed a draft offer document with the FSA. SHAREHOLDERS OF JBT AND MAREL ARE URGED TO READ THE FORM S-4, INCLUDING THE PROXY STATEMENT/ PROSPECTUS CONTAINED THEREIN, THE PROSPECTUS, AND THE OFFER DOCUMENT, AS APPLICABLE, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS AND ANY OTHER RELEVANT DOCUMENTS THAT HAVE BEEN OR WILL BE FILED WITH THE SEC OR THE FSA CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. JBT and Marel shareholders may obtain a free copy of the proxy statement/prospectus (when available), as well as other filings containing information about JBT, without charge, at the SEC’s website at www.sec.gov, and on JBT’s website at https://ir.jbtc.com/overview/default.aspx. Following approval by the FSA, you may obtain a free copy of the prospectus on the FSA’s website at www.fme.is and on JBT’s website at www.jbtc.com as well as a free copy of the offer document, which will also be sent in hard copy to all registered shareholders of Marel. Participants in the Solicitation JBT and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the holders of JBT’s common stock in respect of the offer to Marel shareholders. Information about the directors and executive officers of JBT is set forth in the proxy statement for JBT’s 2024 Annual Meeting of Stockholders, which was filed with the SEC on March 28, 2024, and in the other documents filed after the date thereof by JBT with the SEC. Investors may obtain additional information regarding the interests of such participants by reading the proxy statement/prospectus regarding the proposed Offer when it becomes available. You may obtain free copies of these documents as described in the preceding paragraph. 3


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Why Invest in JBT? Pure-play global food and beverage technology compan broad participation across attractive and resilient marke Compelling secular trends along with market leading technologies and application knowledge support growth Large and growing installed base supports resilient afte which is enhanced by OmniBlu digital tools Strong operating platform with margin enhancement dri by continuous improvement and supply chain initiatives Growth company with demonstrated track record of deploying capital and quickly de-levering Strong balance sheet and free cash flow generation support strategy Complementary combination with Marel expected to generate meaningful value 4


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Introduction to JBT


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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 TTM Recurring Revenue Mix TTM Adjusted EBITDA (3) TTM Adj. EBITDA Margin TTM Free Cash Flow (3) Q1 2024 Net Leverage (4) Why Customers Choose JBT Broad application knowledge and food domain expertise Food safety experts Innovative solutions that solve problems – labor automation, yield, throughput, sustainability, uptime Global service and support with ability to scale and grow with customers and maintain uptime Versatile offerings and connected, digital solutions with OmniBlu - “we are with you right down the line” Note: trailing twelve months (TTM) represents JBT as reported financial figures for the four quarters ended March 31, 2024. Figures may have immaterial difference due to rounding. (1) Statistics as of March 31, 2024. (2) Market cap as of May 30, 2024. (3) Non-GAAP figure. Please see appendix for reconciliations. (4) Net leverage ratio is net debt / TTM adjusted EBITDA. 6


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OUR PURPOSE Why we exist Fortofy the future of Food 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. FORTIFY THE FUTURE OF FOOD OUR VALUES Who we are at our best Serve with Integrity Collaborate with Humility Grow with Agility Innovate with Impact 7


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Broad Participation in Diverse Food & Beverage Markets is a Strong Differentiator JBT 2023 Equipment Orders by End Market 24% Poultry 15% Beverages, Juices, Dairy & Alternatives 13% Fruit & Vegetables 12% Meat & Seafood 11% Ready Meals, Convenience & Specialty Foods 9% Warehouse Automation 9% Pharmaceuticals & Nutraceuticals 4% Pet Food, Plant Based & Meat Alternatives 3% Other Categories 8


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Resiliency of Investment by Food & Beverage Producers Supports JBT Indexed Capex Comparison (1) Flatter growth expected in 2024 given larger capacity expansions in prior years Quick capex recovery for food & beverage producers after pandemic recession 2007 – 2023 food & beverage producer capex CAGR of ~4.8% vs. XLI of ~2.3% Capex was essentially flat for ~40 food & beverage producers during great recession vs. significant declines for XLI companies Flatter investment by food & beverage producers in 2016 - 2018 Benefits of Stable Demand for Food & Beverage Products Continued growth in food and beverage consumption creates a less cyclical environment During economic recessions, capex for food & beverage producers was not as severely impacted when compared to major industrial companies in the XLI JBT benefits as food & beverage producers continue to invest in equipment solutions to serve the end consumer Source: Capital IQ. (1) XLI represents the companies in the Industrial Select Sector SPDR Fund. Global food and beverage producers represents approximately top 40 global producers. 9


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Demonstrated Resiliency Through the Cycle with Recurring Revenue Model Leveraging Large Global Installed Base JBT Recurring Revenue ($ millions) Recurring Revenue Driven by Sales and Service Network ~600 field service technicians globally support equipment and leases Cross-training for increased regional support and utilization Increased selling of aftermarket support contracts with equipment sales – developing more parts kits vs. single-part sales Generating new opportunities through increased focus on outbound aftermarket sales Over 50,000 global install base of machinery ($ millions) $486 $518 $587 $611 $662 $751 $846 Parts & Consumables 60% Refurbishments 14% Service 14% Leases 12% 2017 2018 2019 2020 2021 2022 2023 Recurring Revenue % 41.5% 38.1% (1) 44.1% 49.5% 47.2% 47.2% 50.8% Note: Figures may have immaterial differences due to rounding. (1) 2018 revenue was positively impacted by the adoption of ASC 606 revenue recognition policy, impacting total revenue by approximately $114 million. 10


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We Have Been Advancing Our Elevate 2.0 Strategy Organic Growth Dedication to application knowledge, service responsiveness, cross-selling, and new product offerings Customer care organization provides aftermarket support/service, which is enhanced by digital offering For full year 2024, forecasting 4 – 6% year-over-year organic revenue growth (1) Digital Transformation Customers want to invest in tools and digital resources that provide actionable information to improve efficiency and operations OmniBlu rolled out on 6 product line categories Continued customer acceptance of the differentiated digital product Margin Enhancement JBT Business Operating system provides daily management, continuous improvement, and Lean tools for operational excellence Greatest opportunity to improve margins is through supply chain initiatives Increased adj. EBITDA margin by 210 bps in 2023 and forecasting ~85 bps expansion in 2024 (at midpoint of guidance (1)) Mergers & Acquisitions Proceeds from sale of AeroTech along with strong free cash flow generation provides balance sheet strength to execute M&A Fragmented industry creates opportunities to expand into near adjacencies with strong technology while maintaining financial discipline (1) Full year 2024 forecast figure based on JBT’s published guidance as of Q1 2024 earnings release. See 8-K filing from May 1, 2024, for additional details. 11


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Driving Organic Growth at JBT Growing above durable market demand Enabled by broad participation in attractive markets, recurring aftermarket capabilities, and secular trends Providing solutions in diverse markets with durable demand More consistent consumption of food and beverage creates a less cyclical market environment Serving customers through holistic partnership model Increased cross-selling capabilities, aftermarket penetration, and geographic expansion Need for automation, digital, and sustainable solutions Deep engineering and application knowledge provide innovation and solution capabilities in these focus areas 12


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Continued Operational Enhancement Opportunities JBT Business System & Relentless Continuous Improvement (Lean) Strategy Deployment Kaizen & Lean Tools Root Problem Solving and Daily Management Process Continuous LEARN Improvement PRACTICE Learning System DO 200+ bps Medium-Term Opportunity Supply Chain & Strategic Sourcing Initiatives Supply Base Consolidation Make vs Buy Decisions Value Engineering & Component Standardization Best Cost Country Sourcing Goal is to create a Sustainable Competitive Advantage via Efficient Safety, Quality, Delivery, and Cost 13


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OmniBlu’s Holistic Approach and JBT’s Application Expertise Provide Differentiated Results Machine Performance Proactively monitor real-time performance along with application expertise to improve efficiency/output, anticipate failures & predict maintenance Frictionless Parts & Service Easily execute on-schedule or event-driven parts/service ordering via e-commerce interface Maintenance Manager Comprehensive, one-stop view to understand and plan events Customer Benefits Improved Profitability Increased Uptime Ease of Doing Business 14


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Disciplined Capital Allocation Strategy Supports Growth JBT Capital Deployment Priorities Return generating capital expenditures Complementary M&A Target leverage of 2.0 – 3.0x Return capital to shareholders JBT Net Leverage Ratio (1) 3.0x 2.8x 0.5x 0.6x 0.6x Q1 Q2 Q3 Q4 Q1 2023 2023 2023 2023 2024 DISCIPLINED ACQUISITION METRICS M&A criteria: double-digit cash ROIC by year three for “bolt-on” & years four/five for larger deals Dynamic economic environment drives risk-adjusted return approach AMPLE LIQUIDITY Approximately $650M of debt at low-cost, fixed rates In connection with Marel combination, expect to maintain flexible capital structure and appropriate level of liquidity Note: Figures may have immaterial differences due to rounding. (1) Net leverage ratio is net debt / TTM adjusted EBITDA. 15


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Proven Ability to Execute and Integrate M&A JBT M&A Framework for Strategic and Financial Criterium / Returns Key M&A Focus Areas: Primary, further processing, end of line packaging, and complementary software, services, and consumables Targets With: Strong intellectual property in key technologies that can be globalized and added to the broader JBT portfolio ROIC Target: Double-digit by year three for bolt-ons and year four/five for larger deals Integrated 20 acquisitions with ~$1.3 billion capital deployed since 2014 2014 2015 2016 2017 2018 2019 2020 2021 2022 16


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JBT’s Responsibility and Sustainability Framework CUSTOMER SOLUTIONS Water, steam, energy and utility optimization Optimal food safety and quality Food waste reduction Packaging waste reduction Extended equipment life Development/advancement in sustainable foods RESPONSIBLE OPERATIONS Manufacturing and office operations Consumables reduction/reuse Waste reduction/recycling Reduced water/energy consumption Alternative/renewable energy sourcing Sustainable supply chain initiatives Relentless continuous improvement PEOPLE AND COMMUNITIES Safety for all, first and foremost Employee satisfaction, development, and retention Diversity, equity, inclusion, and belonging Employee Network Communities Continuing education programs Multilevel local community support Governance 17


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ESG Framework Benefits JBT and Our Customers Customer Solutions JBT empowers customers to optimize energy and water consumption, prioritize food safety and quality, reduce waste, extend equipment life, and develop sustainable foods. 71% 29% 2022 Revenue from Products and Services with Beneficial Environmental Impact Revenue Outside of Environmental Impact Areas Environmentally Beneficial Products by Benefit (1) 1% 2% 13% 14% 63% 7% Water Optimization Emerging Food & Nutrition Packaging Waste Reduction Equipment Refurbishment & Retrofits Emission Reduction Food Waste Reduction Responsible Operations JBT takes every opportunity to reduce our carbon footprint, optimize our resources, and give new life to what otherwise would go to waste. World Climate Foundation Partnered with the World Climate Foundation, allowing JBT to enhance our sustainability goals and drive positive change. Support the Goals Joined the Support the Goals Initiative in order to reaffirm our commitment to contribute to the global effort to achieve the UN Sustainable Development Goals and create a more sustainable world. People and Communities JBT strives to engage our employees to foster a diverse, equitable, and inclusive culture, creating an environment where people feel they belong and are inspired to succeed. Lost Workday Incident Rate 0.23% 0.19% 2021 2022 21,000 potential incidents proactively identified and resolved Board Diversity (2) 62.5% 50.0% 2021 2022 Increasing Diversity Among Our Leadership 2021 2022 %Female Leaders (Global) 25% 27% 23% 18% 4% 10% ELT & Direct Reports General Managers Business Unit Leadership %Minority Leader (U.S.) 29% 29% 25% 26% 29% 21% ELT & Direct Reports General Managers Business Unit Leadership Please visit our JBT ESG website to download the entire 2022 ESG report. (1) To align with our Elevate 2.0 strategy, we have removed revenue from AeroTech solutions. We have also added solutions to our metrics, which reflect an expanded definition of our “Food Waste Reduction” category (to include products such as retorts, hydros, and aseptic UHTs that extend product shelf life through sterilization) and a new category for “Emerging Food & Nutrition” that relates to equipment used in the alternative protein and dairy space. 18 (2) Represents Gender, Racial, and Ethnic Diversity. 18


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Business Combination with Marel


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Highly Complementary Merger Would Create a Leading Global Food and Beverage Technology Solutions Company Expected value-creating opportunities Solutions 1 Combining two complementary companies to create a compelling platform to accelerate growth by offering broader solutions, holistic application knowledge, and leveraging of R&D capabilities Service 2 Increased customer focus through enhanced network of global sales and service technicians to improve customer care reach and service levels Digital 3 Complementary leading digital tools provide insights to improve customers’ operations and efficiency, leading to reduced downtime events Talent 4 Tremendous combined talent representing the best in the industry with depth of knowledge on technology, markets, and applications Sustainability 5 Greater collective impact on sustainability with innovative customer solutions rooted in reducing waste, energy efficiency, and improved food traceability Scale 6 Enhanced operational scale to create efficiencies and generate meaningful cost synergies together with anticipated revenue synergies from cross-selling, enhanced service, and an overall improved value proposition 20


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Transaction Overview Transaction Consideration 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, implying total equity value of approximately €2.7B (1); inclusive of Marel’s net debt (approximately €0.7B as of December 31, 2023), represents an enterprise value of approximately €3.5B Shareholders to have the ability to elect to receive cash, stock, or a combination of stock and cash Election to be subject to proration, such that Marel shareholders will receive an aggregate of approximately €950M in cash and ~38% interest in the combined company, and an anticipated final mix of ~65% equity / 35% cash Work Streams Pending approval by the FSA of the offer document and prospectus, JBT expects to promptly launch the voluntary takeover offer Combined company will have secondary listing on Nasdaq Iceland, subject to Icelandic regulatory approvals, in addition to NYSE listing Timing of the transaction close remains primarily dependent on the regulatory clearance process, including those required under antitrust and competition laws; JBT continues to plan for a transaction close by the end of 2024 Closing is subject to at least 90% of Marel’s outstanding shares being tendered into the offer, approval by a majority vote of JBT stockholders, applicable regulatory clearances, and satisfaction or waiver of other closing conditions Note: Figures may have immaterial differences due to rounding. (1) Implied equity value for Marel is based on the JBT reference share price of $96.25 as well as a spot exchange rate of approximately 1.08 USD / EUR as of May 30, 2024. 21


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Recent Transaction Process Updates Regulatory Work Streams On May 8, the waiting period required under the U.S. Hart-Scott-Rodino Act expired Other required regulatory filings and reviews required under competition law are in process Form S-4 On May 15, JBT filed a Registration Statement on Form S-4, which contains a preliminary proxy statement/prospectus, with the SEC SEC review of the Form S-4 filing is expected on customary timeline FSA Review Initial comments from the FSA related to offer document and prospectus were received on May 17 JBT responded to FSA comments on May 24 and is currently awaiting feedback from the FSA within customary 10 business day period Upon receipt of final approval of the offer document and prospectus from the FSA and completion of the required 4-day retail marketing period in Iceland, JBT will be able to launch the voluntary takeover offer 22


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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 approval JBT Stockholder Vote Late-August: Target JBT special stockholder meeting / stockholder vote Voluntary Takeover Offer (VTO) Forthcoming: Year-end 2024: Target offer launch, pending FSA Acceptance period Target offer approval of offer document & prospectus closing Nasdaq Iceland Listing Post-VTO Launch: Year-end 2024: Target commencement of Review of Nasdaq Iceland application Target secondary formal application listing approval Targeting to close transaction by year-end 2024, subject to approval by a majority vote of JBT stockholders, regulatory approvals, at least 90% of the outstanding Marel shares being tendered by Marel shareholders, and satisfaction or waiver of other closing conditions 23


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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 History of innovation and R&D commitment Leading technology and brands Technology enhanced by expert application knowledge and support Customer Focus Focus on effortless customer journey to drive customer engagement Deep application expertise across food processing equipment, software, and service Close partnership with customers to address their product needs People and Culture Uphold Marel’s values of Unity, Innovation, and Excellence Leveraging talent across the combined organization to build a best-in-class company Developing high performing teams by focusing on diversity, inclusion, and development opportunities Combined company to be named JBT Marel Corporation Committed to a significant Icelandic presence 24


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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% Revenue by Mix 51% 46% Recurring Non-recurring 49% 54% Note: Table statistics are based on full year 2023 as reported figures for each respective company. Marel values prepared under IFRS and translated to U.S. dollar figures based on an average exchange rate of approximately 1.09 USD / EUR for the year ended December 31, 2023. Figures may have immaterial differences due to rounding. (1) JBT figure is a non-GAAP figure. Please see appendix for reconciliation. (2) Marel figure is a non-IFRS figure. Please see appendix for reconciliation. 25


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Combined Company to Benefit from Secular Trends In Food & Beverage Processing Protein Consumption Drivers of growth: Rising incomes in developing markets and desire to consume nutritious foods with high protein content Durable trends in developed markets (e.g., consumption of de-boned products) Evolving Consumer Preferences Consumer needs: Abundance of dietary / nutrition preferences On-the-go packaging Flavor, ingredient, and packaging innovation Reduced prep time Purpose & sustainability Labor Automation Adoption drivers: Rising labor costs Focus on yield, throughput, and quality Labor optimization Input cost volatility Digitally Enabled Efficiency Customer needs: Food traceability and food safety Predictive maintenance Output monitoring Compliance & quality Ease of doing business Environmental Sustainability Stakeholder focus: Energy efficiency Water conservation Food waste reduction Plastic reduction Food security 26


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Complementary Product Capabilities Across Value Chain Illustrative Poultry Processing Chain Marel solutions JBT solutions Primary Handling Live Bird Handling Defeathering/Skinning Evisceration Air/Water Chilling Quality Control Secondary Processing Cut Up Deboning Portioning Injection/Marination Inspection Further Processing Preparation Forming Batter/Bread Cooking Freezing End of Line Tray/Case Packaging Weighing/Grading Clipping Vehicle Automation Labeling/Verification Service capabilities and digital software solutions 27


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Expect to Deliver Compelling Synergies Identified & Expected Annual Run-Rate Cost Synergies >$125M OPEX 45% within 3 years COGS post close 55% OPEX Scale combined company’s R&D and selling efforts across larger organization Address overlap, including IT systems, public company costs, third party contracts, and certain back-office resources Utilize operational efficiency best practices to drive margin expansion COGS Consolidate and optimize purchasing, standardize components through value add/value engineering processes, and expand exposure to best cost country sourcing Leverage manufacturing capacity across broader footprint Additional Potential Revenue Synergies Cross-selling capabilities through diversified and scaled product offering Go-to market effectiveness Enhanced customer service Leveraging combined R&D for innovation Enhanced digital offering, automation capabilities, and sustainable products 28


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Expect to Generate Meaningful Value & Maintain Financial Flexibility Ability to Quickly De-lever Through Strong Free Cash Flow Generation Combined company expected to generate meaningful free cash flow with >100% free cash flow conversion (1) Expect to utilize free cash flow to de-lever, reinvest in the business, and maintain a dividend Pro Forma Net Leverage Ratio (2) <3.5x Well below 3.0x Target Leverage Range: 2 – 3x Expected PF 2024E Excludes any synergies Expected PF 2025E Includes expected cost synergies in 2025 Strong Financial Profile Meets JBT’s Previously Stated M&A Criteria Expect cash earnings per share (EPS) accretion within first full year post transaction close Anticipate achieving double-digit ROIC within 4 – 5 years post transaction close (1) Combined company free cash flow conversion is defined as pro forma net income / pro forma free cash flow. (2) Pro forma net leverage ratio is estimated pro forma net debt / estimated pro forma TTM adjusted EBITDA. 29


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Highly Complementary Merger Would Create a Leading Global Food and Beverage Technology Solutions Company Expected value-creating opportunities Solutions 1 Combining two complementary companies to create a compelling platform to accelerate growth by offering broader solutions, holistic application knowledge, and leveraging of R&D capabilities Service 2 Increased customer focus through enhanced network of global sales and service technicians to improve customer care reach and service levels Digital 3 Complementary leading digital tools provide insights to improve customers’ operations and efficiency, leading to reduced downtime events Talent 4 Tremendous combined talent representing the best in the industry with depth of knowledge on technology, markets, and applications Sustainability 5 Greater collective impact on sustainability with innovative customer solutions rooted in reducing waste, energy efficiency, and improved food traceability Scale 6 Enhanced operational scale to create efficiencies and generate meaningful cost synergies together with anticipated revenue synergies from cross-selling, enhanced service, and an overall improved value proposition 30


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Appendix Reconciliations


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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 Interest expense, net 1.6 10.9 (2.8) (3.6) 0.9 7.1 6.5 Depreciation and amortization 90.7 91.3 22.1 22.0 23.1 23.5 22.7 EBITDA from continuing operations 254.4 255.1 50.2 76.8 59.7 67.7 50.9 Restructuring related costs(1) 11.7 11.4 1.1 1.7 6.4 2.5 0.8 Pension expense, other than service cost 1.5 0.7 1.0 0.1 0.2 0.2 0.2 M&A related costs(2) 8.7 6.0 5.2 2.4 - 1.1 2.5 LIFO expense - - - - - - - Adjusted EBITDA from continuing operations $276.3 $273.2 $57.5 $81.0 $66.3 $71.5 $54.4 Total revenue $ 1,668.2 $ 1,664.4 $392.3 $444.6 $403.6 $427.7 $388.5 Adjusted EBITDA % 16.6% 16.4% 14.7% 18.2% 16.4% 16.7% 14.0% (1) Includes restructuring expense as well as any charges reported in cost of products for restructuring related inventory write-offs. (2) M&A related costs include integration costs, amortization of inventory step-up from business combinations, earn out adjustments to fair value, advisory and transaction costs for both potential and completed M&A transactions and strategy. 32


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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 on gain from sale of AeroTech - 133.2 Free cash flow $ 0.7 $ 171.7 Income from continuing operations $ 22.7 $ 134.9 Free cash flow % 3% 127% 33


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Reconciliation of Marel EBIT to Adjusted EBITDA (in EUR) Note: Marel figures are shown in Euro. 34