Except where the context otherwise requires, in this annual report:
| ● | “JBS N.V.” refers to JBS N.V., a public limited liability company (naamloze vennootschap) incorporated and existing under the laws of the Netherlands. |
| ● | “JBS Group,” “JBS,” “we,” “our,” “us,” “our company” or like terms refer to JBS N.V. and its consolidated subsidiaries, unless the context otherwise requires or otherwise indicated. |
In addition, in this annual report, except where otherwise indicated or where the context requires otherwise:
| ● | “Australia” means the Commonwealth of Australia. |
| ● | “B3” or “São Paulo Stock Exchange” means the B3 S.A. – Brasil, Bolsa, Balcão. |
| ● | “BDR” mean Brazilian depositary receipt representing one Class A Common Share. |
| ● | “BNDES” means the Brazilian Economic and Social Development Bank (Banco Nacional de Desenvolvimento Econômico e Social—BNDES). |
| ● | “BNDESPar” means BNDES Participações S.A., a corporation (sociedade por ações) incorporated under the laws of Brazil and wholly owned by BNDES. See “Item 7. Major Shareholders and Related Party Transactions—A. Major Shareholders.” |
| ● | “Brazil” means the Federative Republic of Brazil. |
| ● | “Brazilian Central Bank” means the Central Bank of Brazil (Banco Central do Brasil). |
| ● | “Brazilian Corporation Law” means the Brazilian Law No. 6,404/76, as amended. |
| ● | “Brazilian real,” “Brazilian reais” or “R$” means the Brazilian real, the official currency of Brazil. |
| ● | “Class A Common Shares” means class A common shares in the capital of JBS N.V., with a par value of €0.01 per class A common share, whereby each Class A Common Share confers the right to one vote per share at a general meeting of shareholders. |
| ● | “Class A Conversion Period” means the period starting on June 13, 2025, the first trading day of our Class A Common Shares on the NYSE and ending on December 31, 2026. During the Class A Conversion Period, Eligible Shareholders may request, after receiving the underlying Class A Common Shares (having, if needed, first cancelled its relevant BDRs), to convert all or a portion of their Class A Common Shares, up to the Maximum Convertible Shares, into Class B Common Shares at a ratio of one Class B Common Share for each Class A Common Share held, subject to the Minimum Free Float requirement. In addition, during the Class A Conversion Period, our ultimate controlling shareholders (through LuxCo) may request to convert all or a portion of the Class A Common Shares held by LuxCo at 10 a.m. São Paulo time on the Conversion Record Date into Class B Common Shares at the same ratio of one Class B Common Share for each Class A Common Share held by it. For the avoidance of doubt, the Maximum Conversion Rate and the Minimum Free Float will not be applicable to conversion requests made by LuxCo. |
| ● | “Class B Common Shares” means class B common shares in the capital of JBS N.V., with a par value of €0.10 per class B common share, whereby each Class B Common Share confers the right to ten votes per share at a general meeting of shareholders. |
| ● | “CMN” means the Brazilian Monetary Council (Conselho Monetário Nacional). |
| ● | “Co-Issuers” means JBS N.V., JBS USA Foods Group Holdings and JBS USA Food Company Holdings, co-issuers of the JBS USA Registered Notes. JBS USA Foods Group Holdings and JBS USA Food Company Holdings are indirect wholly-owned subsidiaries of JBS N.V. |
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| ● | “Common Shares” means, collectively, Class A Common Shares and Class B Common Shares. |
| ● | “Conversion Record Date” means the first trading day of our BDRs on the B3 (i.e. June 9, 2025). |
| ● | “Conversion Shares” means conversion shares in the capital of JBS N.V., with a par value of €0.09 per conversion share, whereby each Conversion Share confers the right to nine votes per share at a general meeting of shareholders. |
| ● | “CVM” means the Brazilian Securities Commission (Comissão de Valores Mobiliários). |
| ● | “DOJ” means the U.S. Department of Justice. |
| ● | “DTC” means The Depository Trust Company. |
| ● | “Eligible Shareholder” means a person who was entitled to one or more BDRs at the opening of trading on the Conversion Record Date who is entitled to such BDRs in connection with the Corporate Restructuring (as defined elsewhere in this annual report), and each former holder of American depositary shares of JBS S.A. who was entitled to receive the underlying Class A Common Shares in connection with the Corporate Restructuring. |
| ● | “EUR” or “€” means the Euro, the official currency of the European Economic Area. |
| ● | “Exchange Act” means the United States Securities Exchange Act of 1934, as amended. |
| ● | “IBAMA” means the Brazilian Institute of the Environment and Natural Resources (Instituto Brasileiro de Meio Ambiente e dos Recursos Naturais Renováveis). |
| ● | “IFRS – Accounting Standards” means International Financial Reporting Standards (IFRS) - Accounting Standards, as issued by the International Accounting Standards Board (IASB). |
| ● | “J&F” means J&F S.A. (formerly known as J&F Investimentos S.A.), a corporation (sociedade por ações) incorporated under the laws of Brazil. J&F is controlled by our ultimate controlling shareholders. See “Item 7. Major Shareholders and Related Party Transactions—A. Major Shareholders.” |
| ● | “JBS Australia” means Baybrick Pty Limited, an Australian proprietary limited company. JBS Australia is an indirect wholly-owned subsidiary of JBS N.V. |
| ● | “JBS Canada” means JBS Food Canada ULC, a Canadian unlimited company. JBS Canada is an indirect wholly-owned subsidiary of JBS N.V. |
| ● | “JBS Global Luxembourg S.à r.l.” refers to JBS Global Luxembourg S.à r.l., a private limited liability company (société à responsabilité limitée) under the laws of Luxembourg. JBS Global Luxembourg S.à r.l. is an indirect wholly-owned subsidiary of JBS N.V. |
| ● | “JBS Global Meat Holdings Pty. Limited” refers to JBS Global Meat Holdings Pty. Limited, a dual incorporated entity, incorporated under the laws of the Netherlands and Australia. JBS Global Meat Holdings Pty. Limited is an indirect wholly-owned subsidiary of JBS N.V. |
| ● | “JBS S.A.” refers to JBS S.A., a Brazilian corporation (sociedade anônima). JBS S.A. is an indirect wholly-owned subsidiary of JBS N.V. |
| ● | “JBS USA” refers to JBS USA Holding Lux S.à r.l., a private limited liability company (société à responsabilité limitée) under the laws of Luxembourg. JBS USA Holding Lux S.à r.l. is an indirect wholly-owned subsidiary of JBS N.V. |
| ● | “JBS USA Food Company Holdings” refers to JBS USA Food Company Holdings, a corporation incorporated under the laws of the State of Delaware. JBS USA Food Company was merged into JBS USA Food Company Holdings on November 20, 2025, with JBS USA Food Company Holdings as the surviving entity. JBS USA Food Company Holdings is an indirect wholly-owned subsidiary of JBS N.V. |
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| ● | “JBS USA Food Company” refers to JBS USA Food Company, a corporation incorporated under the laws of the State of Delaware, which was merged into JBS USA Food Company Holdings on November 20, 2025, with JBS USA Food Company Holdings as the surviving entity. |
| ● | “JBS USA Foods Group Holdings” refers to JBS USA Foods Group Holdings, Inc., a corporation incorporated under the laws of the State of Delaware. JBS USA Foods Group Holdings is an indirect wholly-owned subsidiary of JBS N.V. |
| ● | “JBS USA Registered Notes” means the following 15 series of notes issued by the Co-Issuers: (1) 2.500% Senior Notes due 2027; (2) 3.000% Senior Notes due 2029; (3) 3.750% Senior Notes due 2031; (4) 3.000% Sustainability-Linked Senior Notes due 2032; (5) 3.625% Sustainability-Linked Senior Notes due 2032; (6) 5.750% Senior Notes due 2033; (7) 6.750% Senior Notes due 2034; (8) 5.950% Senior Notes due 2035; (9) 5.500% Senior Notes due 2036; (10) 4.375% Senior Notes due 2052; (11) 6.500% Senior Notes due 2052; (12) 7.250% Senior Notes due 2053; (13) 6.375% Senior Notes due 2055; (14) 6.250% Senior Notes due 2056; and (15) 6.375% Senior Notes due 2066. |
| ● | “LuxCo” or “direct controlling shareholder” refers to J&F Investments Luxembourg S.à r.l., a private limited liability company (société à responsabilité limitée) incorporated and existing under the laws of Luxembourg. LuxCo is a wholly-owned subsidiary of J&F. See “Item 7. Major Shareholders and Related Party Transactions—A. Major Shareholders” |
| ● | “Luxembourg” means the Grand Duchy of Luxembourg. |
| ● | “Maximum Convertible Shares” means the maximum number of Class A Common Shares which an Eligible Shareholder may request, after receiving the underlying Class A Common Shares (having, if needed, first cancelled its relevant BDRs), to convert into Class B Common Shares during the Class A Conversion Period, in accordance with the terms and conditions of the Corporate Restructuring. |
| ● | “Mexico” means the United Mexican States. |
| ● | “Minimum Free Float” means 20%. |
| ● | “Moy Park” means Moy Park Holdings (Europe) Ltd., a private company incorporated under the laws of Northern Ireland. Moy Park owns the companies that comprise the “Moy Park” business based in the United Kingdom, France and the Netherlands. Moy Park is a wholly-owned subsidiary of PPC. |
| ● | “the Netherlands” means the European part of the Kingdom of the Netherlands. |
| ● | “PPC” means Pilgrim’s Pride Corporation, a Delaware corporation. JBS N.V. beneficially owns approximately 82% of PPC’s outstanding common stock. |
| ● | “Seara” means Seara Alimentos Ltda., a Brazilian limited liability company (sociedade limitada). Seara and its subsidiaries produce poultry, pork and processed foods in Brazil. Seara is an indirect wholly-owned subsidiary of JBS N.V. |
| ● | “SEC” means the United States Securities and Exchange Commission. |
| ● | “Securities Act” means the United States Securities Act of 1933, as amended. |
| ● | “Shares” means, collectively, the Common Shares and the Conversion Shares. |
| ● | “U.K.” or “United Kingdom” means the United Kingdom of Great Britain and Northern Ireland. |
| ● | “ultimate controlling shareholders” means Messrs. Joesley Mendonça Batista and Wesley Mendonça Batista. |
| ● | “U.S.” or “United States” means the United States of America. |
| ● | “U.S. dollars,” “US$” or “$” means U.S. dollars, the official currency of the United States. |
| ● | “USDA” means the United States Department of Agriculture. |
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