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1 Moy Park Acquisition June 23, 2015

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  • 1Moy Park AcquisitionJune 23, 2015

  • 2Processed food51%

    Fresh poultry42%

    Others7%

    4,006

    4,723

    5,508

    2012 2013 2014

    Company Overview

    Company Description Net Revenue (R$ Million)

    Footprint

    +70 years of activity.Fresh poultry sales mainly to UK retailers & convenience foods sales to retailers and food service channels.

    Vertically integrated poultry producer.Market leader in high value added categories.

    13 production units with 11.8 thousand team members.79% of Revenues comes in the UK and 21% in Continental Europe.

    +37.5%

    Source: Company

    Ballymena

    DungannonCraigavon

    DublinAnwick

    AshbourneGrantham Peterborough

    Huntingdon

    Marquise

    Hnin-Beaumont

    Schagen

    Orleans

    Fresh poultry

    UK Convenience

    EU Convenience

    Breeding Grounds

    A leading poultry processing company in UK.

  • 3Company Profile

    Note 1: Percentage of 2014 Revenues.Note 2: Others includes agricultural customers, customers in the international traded poultry market and purchases of poultry by-products.Source: Company

    UK and Ireland (79% of revenues)

    Continental Europe(21% of revenues)

    Primary Fresh Ready to Eat Coated Convenience & Non Meat

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    In Natura In Natura In Natura In Natura

    Reino Unido e Irlanda (79% da Receita)

    Europa Continental(21% da Receita)

    Reino Unido e Irlanda (79% da Receita)

    Frango inteiro e em pores

    73% 14% 13%

    Retail Food Service Others

    22% 78%

    Retail Food Service

  • 4Innovation Investments

    Consumer insights capabilities support innovation and food development. Large variety of new products over the last 10 years, further supported by embedded chefs.

    26

    76

    2011 2014

    Food Development Innovation & Insight Headcount

    Embedded ChefsNew Product Samples developed

    by Moy ParkPrivate Label

    Product Development

    Source: Company

  • 5Transaction Rationale

    Correct moment to enter the European market in a relevant manner, withproduction, innovation and brands.Expansion of prepared food products portfolio, with high added value andbrands.

    Benchmarking with JBS North America and Brazilian operations for bestpractices.

    Relevant participation in natural and organic poultry products.

    Best in class management.

  • 6Synergies in the purchase of non core materials.

    Best practices in handling and operations.

    Grain Origination and risk management.

    Commercialization of products in Europe produced inother JBS platforms:

    In 2014, JBS sold more than US$1.0 billion into Europe throughits exports.

    Estimated Synergies

    Synergies of US$50 million:

  • 7Based on LTM to 1Q15, JBS leverage will increase 0.24x, from 2.30x to 2.54x.

    Transaction Structure

    Divestment by Marfrig of 100% of the capital in Moy Park.The Enterprise Value was fixed at US$1.5 billion, adjusted by:

    a. Assumption of debt, including GBP300 million bond with maturity in05/2021.

    b. Cash.c. Working Capital Variation.

    Transaction Multiple (EV/EBTIDA) of 7.85x based on 2015E EBITDA.Considering synergies, transaction multiple (EV/ EBITDA) projected 6.5xbased on 2016E EBITDA.

  • 8Mission

    To be the best in what we set out to do, completely

    focused on our business, ensuring the best products

    and services for our customers, consistency for our

    suppliers, profitability for our shareholders and the

    opportunity of a better future for all our team

    members.