John Bean Technologies : JBT and Marel Combination Presentation

JBT & MAREL COMBINATION

Harnessing the Full Power of JBT and Marel to Transform the Way Food is Processed and Fortify the Future of Food

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 for 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 Offer in a timely manner or at all; the risk that the 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 accelerations 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.

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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 Securities Exchange Act of 1934, as amended (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 Offer, JBT is has filed with the SEC a Registration Statement on Form S-4 (the "S-4"), which contains a preliminary proxy statement/prospectus. Additionally, JBT has received approval from the Financial Supervisory Authority of the Central Bank of Iceland (the "FSA") of the offer document and of the prospectus prepared 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 Offer and for the listing and admission to trading on Nasdaq Iceland of JBT securities (the "prospectus"). SHAREHOLDERS OF JBT AND MAREL ARE URGED TO READ THE 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 launch of the Offer, you may obtain a free copy of the prospectus on the FSA's website at www.fme.is and on JBT's website at https://ir.jbtc.com/overview as well as a free copy of the offer document.

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 Offer. 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 Offer. You may obtain free copies of these documents as described in the preceding paragraph.

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Presenters

Brian Deck	Arni Sigurdsson	Matt Meister
President and Chief Executive Officer,	Chief Executive Officer,	EVP and Chief Financial Officer,
JBT	Marel	JBT

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JBT and Marel: Aligned to Transform Food Processing and Fortify the Future of Food

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Aligned to Transform

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Fortify the Future

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Customer Benefits

Improved	Increased	Ease of Doing
Outcomes	Uptime	Business

Enabled by Purpose-Driven Talent Organization

Broad application	Global service	Innovating to solve	Continuously
knowledge	and support	customer pain points	improving

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Shared Purpose, Vision, and Values Enable Greater Impact

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.​

SERVE WITH INTEGRITY

COLLABORATE WITH HUMILITY

GROW WITH AGILITY

INNOVATE WITH IMPACT

Aligned Purpose

Complementary Vision

Shared Values

Our People, Customers,

and Partners

Our Platform and Performance

Our Impact On Food

and Beverage Industry

Transforming

Food Processing

In partnership with our customers, we

are transforming the way food is processed. Our vision is of a world where quality food is produced sustainably and affordably.

UNITY

EXCELLENCE

INNOVATION

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Creating a Leading Global Food & Beverage Technology Solutions Company

1	Markets: Greater end market participation in resilient and growing food & beverage markets
2	Solutions: Compelling platform to accelerate growth by offering broader solutions, utilizing
holistic application knowledge, and leveraging R&D capabilities
3	Service: Increased customer focus and aftermarket revenue opportunities as scale of global
sales and service network will improve customer care reach and service levels
4	Digital: Complementary leading digital tools provide insights to optimize and improve
customers' operational efficiency, leading to reduced downtime events
5	Sustainability: Greater collective impact on sustainability with innovative customer
solutions rooted in reducing waste, energy efficiency, and improved food traceability
6	Talent: Tremendous combined talent representing the best in the industry, with deep
knowledge in technology, markets, and applications across various end markets
7	Scale: Enhanced operational scale expected to generate meaningful value creation through
operational efficiencies and cost synergies together with revenue synergies from cross-
	selling, enhanced service, and an overall improved value proposition

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Transaction Overview

Transaction Consideration

• FSA approved offer document on June 19, 2024; subject to final approval of prospectus, which is expected imminently, JBT intends to launch voluntary takeover offer
• 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 €0.8B as of March 31, 2024), represents an enterprise value of approximately €3.5B
• Marel shareholders expected to have 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 €950M in cash and hold ~38% interest in combined company; anticipated final mix of ~65% equity / ~35% cash

▪ By the end of year 3 post-transaction close, anticipate opportunities for >$75M in revenue synergy uplift from improved cross-selling, enhanced and

		integrated services, and opportunities for geographic expansion
Financial	▪ Expect to achieve >$125M in annual run-rate cost synergies by the end of year 3 post-close
▪	Expecting cash EPS accretion within first full year post-close
Highlights
▪	Anticipate achieving a double-digit ROIC within 5 years post-close
	▪ Assuming transaction close by year-end 2024, pro forma net leverage expected to be <3.5x at year-end 2024 (prior to any synergies) and well below 3.0x by
		year-end 2025 (inclusive of expected synergies)
Strong Leadership	▪ Combined company executive leadership team: Brian Deck will be appointed as CEO, Arni Sigurdsson will be appointed as President, Matt Meister will be
	appointed as CFO, and the remaining roles will be a combination of talent from both JBT and Marel
and Board	▪	Combined company's Board of Directors will consist of five independent directors from pre-closing JBT Board of Directors, four independent directors from
Governance		pre-closing Marel Board of Directors, and CEO of combined company
▪	Alan Feldman, current Chairman of the JBT Board of Directors, will be appointed as Chairman of the combined company's Board
Combined	▪ Combined company will be named JBT Marel Corporation
▪	Commitment to honoring Marel's heritage to transform the way food is processed with a focus on core technology, customer relationships, and talent
Organization
▪	Combined company will be headquartered in Chicago with a European headquarters and global technology center of excellence in Gardabaer, Iceland
Highlights
▪	Combined company will have secondary listing on Nasdaq Iceland, subject to applicable approvals, in addition to NYSE listing
	▪ Timing of transaction close remains primarily dependent on regulatory clearance processes, including those required under antitrust and competition laws
Timing	▪ JBT and Marel continue to plan for transaction close by year-end 2024
▪	Transaction closing subject to at least 90% of Marel's outstanding shares being tendered into offer, approval by a majority vote of JBT stockholders,

applicable regulatory approvals, and satisfaction or waiver of other closing conditions

Note: Figures may have immaterial differences due to rounding.	8
(1) Implied equity value for Marel is based on the JBT reference share price of $96.25 per share as well as a spot exchange rate of approximately 1.07 USD / EUR as of June 17, 2024.

JBT and Marel: Providing Complementary Technology, Service, and Software to the Food & Beverage Processing Industry

~5,100	~$1.7B	$276M	16.6%
Total	TTM	TTM Adjusted	TTM Adj. EBITDA
Employees (1)	Revenue	EBITDA (2)	Margin

2023 Equipment Orders by End Market

24%	15%	13%	11%	9%
Poultry	Beverages,	Fruit &	Ready Meals,	Warehouse
	Juices, Dairy &	Vegetables	Convenience &	Automation
	Alternatives		Specialty Foods

9%	9%	4%	3%	3%
Meat	Pharma/	Other	Pet Food	Seafood
	Nutraceuticals

~7,300	~$1.8B	$228M	12.4%
Total	TTM	TTM Adjusted	TTM Adj. EBITDA
Employees (1)	Revenue	EBITDA (3)	Margin

2023 Equipment Orders by End Market

48%	22%	12%
Poultry	Meat	Seafood

9%	8%	1%
Pet Food	Other	Fruit &
	Vegetables

Note: trailing twelve months (TTM) represents JBT and Marel as reported financial figures for the four quarters ended March 31, 2024. Marel figures are translated to U.S. dollars based on an average exchange rate of approximately 1.09 USD / EUR for the twelve months ended March 31, 2024. Figures may have immaterial differences due to rounding.

(1)	Statistics as of March 31, 2024.	9
(2)	JBT non-GAAP figure. Please see appendix for reconciliations.
(3)	Marel non-IFRS figure. Please see appendix for reconciliations.

Combined Company is Expected to Benefit from Resilient Growth Trends Across Select Diverse End Markets

Global Protein

Consumption

Low-to-Mid-Single

Digits

2023 - 2027 CAGR

Estimated 4-year CAGR of global protein consumption with durable demand expected in a high-volume industry (1)

Global Convenience

Food Market

Mid-Single

Digits+

2022- 2027 CAGR

Forecast 5-year CAGR for global convenience / ready-to-eat food market size with growth fueled by consumer lifestyles and desire for time-saving solutions (1)

Global Ready-To-Drink

Beverage Market

Mid-Single

Digits

2024 - 2029 CAGR

Estimated 5-year CAGR for the global ready-to-drink beverage market size driven by constantly evolving flavor preferences and convenience (1)

Global Pet Food

Market

Mid-Single

Digits

2023 - 2027 CAGR

Expected 4-year CAGR of the global pet food market size, with outsized growth expected in APAC and LATAM markets (1)

(1) Euromonitor, Technavio, as well as JBT and Marel individual research.

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