JBS to buy Flora for R$2.97B, subject to adjustments
Flora generated R$2.9 billion in annual net revenue for the 12 months ended September 2026; JBS expects no net-leverage-ratio impact from its acquisition.
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Rhea-AI Filing Summary
JBS N.V., through its wholly owned Brazilian subsidiary JBS S.A., agreed to acquire all outstanding shares of Flora for R$2.968 billion, subject to adjustments, payable in JBS Class A shares and/or Brazilian depositary receipts (BDRs). JBS S.A. also agreed to acquire all outstanding quotas of Canal Rural for R$88.1 million, subject to adjustments, payable in Class A shares.
The share consideration for both transactions is based on a reference price of R$66.82916 per Class A share. The related-party transactions involve J&F and FIP Fiagro, which are in the same economic group as JBS S.A. JBS’s audit committee, composed exclusively of independent directors, and board members without conflicts approved the transactions. Closing is expected in December 2026, subject to customary closing conditions unless otherwise agreed.
Flora’s annual net revenue was R$2.9 billion for the 12 months ended September 2026. JBS expects the Flora acquisition to have no impact on its net leverage ratio. A November 2026 presentation says the transactions could unlock US$400 million in incremental synergies over 10 years; the assessment is preliminary and indicative, subject to confirmatory work, definitive documentation and implementation.
Filing Explained
The purchase agreements are signed, with closing expected in December subject to conditions; if completed, JBS would deliver treasury Class A shares as consideration, increasing shares outstanding and reducing existing holders’ percentage ownership.
8-K Event Classification
Key Figures
Key Terms
Brazilian depositary receipts (BDRs) financial
enterprise value financial
volume-weighted average closing price financial
FAQ
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 3.02. | Unregistered Sales of Equity Securities. |
The disclosure set forth in Item 8.01 below regarding the Purchase Agreements (as defined below) and the equity consideration payable in the Transactions (as defined below) is incorporated by reference into this Item 3.02.
The Class A Shares (as defined below), including the Class A Shares underlying the BDRs (as defined below), will be issued in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4(a)(2) thereof for transactions by an issuer not involving any public offering.
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Item 7.01. |
Regulation FD Disclosure. |
On November 9, 2026, JBS N.V. (“JBS”) issued a press release announcing the Flora Acquisition (as defined below) and the Canal Rural Acquisition (as defined below) as further described in Item 8.01 below. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 7.01. In addition, on November 9, 2026, JBS posted a market presentation containing supplemental information regarding the Transactions (as defined below) on its investor relations website at https://ir.jbsglobal.com/. A copy of the market presentation is attached hereto as Exhibit 99.2 and is incorporated by reference into this Item 7.01.
The information contained in Item 7.01, and the accompanying Exhibits 99.1 and 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act, nor shall such information be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filing, except as expressly set forth by specific reference in such filing.
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Item 8.01. |
Other Events. |
On November 9, 2026, JBS’s wholly owned Brazilian subsidiary JBS S.A. (“JBS S.A.”) entered into a share purchase agreement (the “Flora Purchase Agreement”) with J&F S.A. (“J&F”) and Colorado Fundo de Investimento em Participações em Cadeias Produtivas Agroindustriais – FIP FIAGRO (“FIP Fiagro”) pursuant to which JBS S.A. will acquire all of the outstanding shares of Flora Produtos de Higiene e Limpeza S.A. (“Flora” and such transaction, the “Flora Acquisition”). Upon completion of the Flora Acquisition, Flora will become a wholly owned subsidiary of JBS S.A. JBS S.A. has agreed to acquire Flora for R$2.968 billion, subject to certain adjustments (the “Flora Purchase Price”). The Flora Purchase Price will be payable in Class A common shares of JBS, par value €0.01 per share (“Class A Shares”), and/or Brazilian depositary receipts (“BDRs”), each representing one Class A Share. Under the Flora Purchase Agreement, the aggregate number of Class A Shares to be delivered to J&F and FIP Fiagro, including those underlying BDRs, will be determined by dividing the portion of the Flora Purchase Price payable in Class A Shares or BDRs by a reference price of R$66.82916 per Class A Share (calculated based on the volume-weighted average closing price of Class A Shares on the New York Stock Exchange for the 30 trading sessions ending November 5, 2026 of US$12.20 per Class A Share, converted into Brazilian reais using the Brazilian Central Bank’s PTAX selling exchange rate on that date of R$5.4778 per US$1.00).
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Also on November 9, 2026, JBS S.A. entered into a quota purchase agreement (the “Canal Rural Purchase Agreement” and, together with the Flora Purchase Agreement, the “Purchase Agreements”) with J&F to acquire all of the outstanding quotas of Canal Rural Produções Ltda. (“Canal Rural” and such transaction, the “Canal Rural Acquisition” and, together with the Flora Acquisition, the “Transactions”). Upon completion of the Canal Rural Acquisition, Canal Rural will become a wholly-owned subsidiary of JBS S.A. JBS S.A. has agreed to acquire Canal Rural for R$88.1 million, subject to certain adjustments (the “Canal Rural Purchase Price”). The Canal Rural Purchase Price will be paid to J&F in Class A Shares using the same reference price of R$66.82916 per Class A Share. The Transactions are related-party transactions because J&F and FIP Fiagro are part of the same economic group as JBS S.A. The enterprise values were supported by studies prepared by specialized independent institutions, and the Transactions were approved by JBS’s audit committee, composed exclusively of independent directors, in accordance with the applicable related-party transactions policy, and by the board of directors of JBS acting exclusively through members without a conflict of interest in the Transactions.
The Transactions are expected to close in December 2026, subject to customary closing conditions, unless otherwise agreed by the parties.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the proposed Transactions, their expected timing, the payment of acquisition consideration and the satisfaction of closing conditions. Words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “should,” “will,” “would” and similar expressions identify forward-looking statements. These statements are based on management’s current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially, including the failure to satisfy or obtain a valid waiver of closing conditions, the termination of either Purchase Agreement, delays in completing the Transactions, difficulties integrating the acquired businesses, unforeseen liabilities, limitations on recourse against the sellers for pre-closing matters, changes in the purchase prices and resulting share issuances, and changes in economic or market conditions. Additional risks are described in JBS’s filings with the United States Securities and Exchange Commission, including JBS’s most recent Quarterly Reports on Form 10-Q and Annual Report on Form 20-F. This list is not exhaustive, and other factors may cause actual results to differ materially. Forward-looking statements speak only as of the date hereof, and JBS undertakes no obligation to update them publicly except as required by law.
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Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release issued by JBS N.V. on November 9, 2026. | |
| 99.2 | Market Presentation, dated November 2026. | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document). |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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Date: November 9, 2026 |
JBS N.V. |
| /s/ Guilherme Perboyre Cavalcanti | |
| Name: Guilherme Perboyre Cavalcanti | |
| Title: Global Chief Financial Officer and Investor Relations Officer |
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Exhibit 99.1
JBS Enters Personal Care Market with Flora Acquisition
US$542 million transaction expands the company’s consumer products platform and paves the way for growth opportunities in nutrition, health, and beauty
Amstelveen, Netherlands, November 9, 2026 — JBS N.V. (“JBS”) (NYSE: JBS; B3: JBSS32) announced today the acquisition of 100% of Flora, a Brazilian consumer products company owned by J&F Group, JBS’s controlling shareholder, in a transaction valued at US$542 million.
The acquisition represents a strategic expansion of JBS’s value-added consumer products platform and marks its entry into the beauty and personal care market, while expanding its presence in household cleaning products and opening opportunities for growth in nutrition, health, and dietary supplements. According to McKinsey’s Future of Wellness 2027 report, the global wellness market is valued at US$2.7 trillion. A key strategic rationale is the opportunity to connect JBS’s existing capabilities in ingredients and collagen with Flora’s consumer products expertise and distribution network.
The acquisition also complements JBS’s investments in higher-value ingredients, including Genu-in, a business established in 2022 to develop advanced applications for bovine collagen. In 2025, Genu-in launched Genu-in Skin, a functional ingredient designed to improve skin firmness and elasticity, supported by a clinical study published in the Journal of Medicinal Food. JBS is expanding its innovation capabilities through JBS Biotech in Florianópolis, Brazil, and BioTech Foods in San Sebastián, Spain, opening new possibilities for the development of functional ingredients and bioactive compounds in nutrition, health, beauty, and personal care.
With more than 45 years of history, Flora ranks among Brazil’s five largest companies in bath products and laundry care. With annual net revenue of R$2.9 billion (US$531 million) for the twelve months ended September 2026, its portfolio includes leading Brazilian brands such as Minuano, Francis, Neutrox, and OX. It operates five manufacturing facilities, seven distribution centers, and a research and development center, and employs more than 4,200 people. Flora originated as JBS’s hygiene and cleaning products division before being separated in 2007. The companies have maintained a longstanding commercial relationship, including JBS’s supply of beef tallow used in cleaning and hygiene products. The acquisition strengthens this industrial relationship, creates further opportunities to add value to animal protein coproducts, and provides JBS with an established platform for future category expansion through Flora’s brands and distribution network.
The transaction includes the assumption of Flora’s debt, with the equity consideration of US$367 million to be paid entirely in JBS treasury Class A shares and / or BDRs. Based on Flora’s EBITDA contribution and the transaction structure, JBS expects the acquisition to have no impact on its net leverage ratio. The structure allows JBS to expand its consumer products platform while preserving cash resources and maintaining its focus on financial discipline. JBS also announced today the acquisition of Canal Rural, a Brazilian media company focused on agribusiness and one of the most relevant sources of news and information for the agricultural sector, in a transaction valued at US$11 million (R$61 million) on a cash-free, debt-free basis. The final purchase price will be adjusted for net debt at closing, with payment terms and closing conditions substantially similar to those of the Flora acquisition.
The acquisitions are expected to close in December 2026, subject to customary closing conditions, unless otherwise agreed by the parties.
For further information, please visit https://ir.jbsglobal.com/.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the proposed acquisitions of Flora and Canal Rural, their expected timing and the satisfaction of closing conditions. Words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “should,” “will,” “would” and similar expressions identify forward-looking statements. These statements are based on management’s current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially, including the failure to satisfy or obtain a valid waiver of closing conditions, termination or delays in completing the transactions, difficulties integrating the acquired businesses, unforeseen liabilities, limitations on recourse against the sellers for pre-closing matters, changes in the purchase prices and changes in economic or market conditions. Additional risks are described in JBS’s filings with the United States Securities and Exchange Commission, including JBS’s most recent Quarterly Reports on Form 10-Q and Annual Report on Form 20-F. This list is not exhaustive, and other factors may cause actual results to differ materially. Forward-looking statements speak only as of the date hereof, and JBS undertakes no obligation to update them publicly except as required by law.
About JBS
JBS is a leading global food company with a diversified portfolio of high-quality products, including poultry, pork, beef, lamb, fish and plant-based proteins. The company employs more than 282,000 people and operates in over 20 countries, including Brazil, the United States, Canada, the United Kingdom and Australia. Worldwide, JBS offers a broad portfolio of brands recognized for their excellence and innovation, including Friboi, Seara, Swift, Pilgrim’s Pride, Moy Park, Primo and Just Bare, among others, reaching consumers in 180 countries every day. The company also invests in related businesses, including leather, biodiesel, collagen, fertilizers, natural casings, solid waste management solutions, recycling and transportation, with a focus on the circular economy. Learn more at jbsglobal.com.
Contacts:
JBS Investor Contact:
ir@jbsglobal.com
JBS Global Media Contact:
Juliano Nobrega
media@jbsglobal.com
Exhibit 99.2
Acquisition of Flora and Canal Rural Market Presentation | November 2026
Disclaimer This presentation is being made in respect of JBS N.V. and its subsidiaries (collectively, the "JBS Group"). Forward-Looking Statements This presentation contains certain statements, including estimates, projections, statements relating to business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, that are "forward-looking statements," as defined under the Private Securities Litigation Reform Act of 1995. These forward-looking statements are generally identified by the words "anticipate," "believe," "estimate," "expect," "future," "intend," "may," "opportunity," "outlook," "plan," "project," "should," "strategy," "will," "would," "will be," "will continue," "will likely result" and similar expressions. These statements are based on the current expectations of the management of the JBS Group and are subject to uncertainty and to changes in circumstances. In addition, these statements are based on a number of assumptions that are subject to change. This presentation also contains estimates and other information concerning the industry in which the JBS Group operates, that are based on industry publications, surveys and forecasts. This information involves a number of assumptions and limitations, and we have not independently verified the accuracy or completeness of the information. Many factors could cause actual results to differ materially from these forward-looking statements including unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies for the management and expansion and growth of the JBS Group's operations. While the list of factors presented here is considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on the JBS Group's consolidated financial condition, results of operations or liquidity. Forward-looking statements included herein are made as of the date hereof, and the JBS Group undertakes no obligation to update publicly such statements to reflect subsequent events or circumstances. Non-GAAP Financial Measures This presentation contains non-GAAP financial measures. The non-GAAP financial measures contained in this presentation are not measures of financial performance calculated in accordance with any GAAP or International Financial Reporting Standards ("IFRS") and should not be considered as replacements or alternatives to net income or loss, cash flow from operations or other measures of operating performance or liquidity. We also adopt non-GAAP measures when we believe that the additional information is useful and meaningful to investors. Non-GAAP financial measures do not have any standardized meaning and are therefore unlikely to be comparable to similar measures presented by other companies. The presentation of non-GAAP financial measures is not intended to be a substitute for, and should not be considered in isolation from, the financial measures reported in accordance with IFRS, as issued by the International Accounting Standards Board or considered replacements or alternatives to net income or loss, cash flow from operations or other IFRS measures of operating performance or liquidity. These non-accounting measures are used by market participants for comparative analysis, albeit with certain limitations, of the results of businesses in the sector and as indicators of the JBS Group's capacity to generate cash flow. 2
Flora | Home and Personal Care Canal Rural | Agribusiness Media Flora and Canal Rural at a Glance Note: (1) Euromonitor International, retail value share (Bath and Shower: September 2025, 2024 shares; Home Care, Laundry Care and Home Insecticides: April 2026, 2025 shares); (2) ABMRA survey (9th edition, 2025); base: farmers who watch specialized agro TV; (3) Flora: 3Q26 LTM (FY2025 plus 9M26 less 9M25, per the consolidated financial statements); US$ figures converted at the spot PTAX (BCB selling rate) of November 4, 2026 (R$5.4778 / US$), with R$ figures in grey; (4) Adjusted EBITDA post-IFRS 16, excluding the US$11mm (R$63mm) civil lawsuit settlement; (5) Post-IFRS 16 standalone figures, built with management approved budget; 2027E net revenue +18.6% on higher volumes (+12.7%) and real price increases, with 2027E adjusted EBITDA already incorporating the operational improvement assumptions of Flora's business plan, including the normalization of raw material costs and of the one-offs that weigh on 2026 Sources: Company Information, Euromonitor International, ABMRA • Established Consumer Products Platform: Over 45 years of history, with a diversified portfolio of leading Brazilian brands across beauty, personal care, and household products • Scale and Market Leadership: Ranking among Brazil's top-5 players in bath products and laundry care; top-3 in home insecticides(1) • Strategic Growth Platform: Combines established consumer brands with JBS's expertise in functional ingredients and collagen, unlocking opportunities in higher- value categories across nutrition, health, and beauty 5 Plants 7 Distribution Centers 860+ Active SKUs (2Q26) Highlights(3) US$531mm R$2,910mm 3Q26LTM 8.5% Margin Key Brands Home Care Skin Care Hair Care Insecticides • Market Leadership: Brazil's leading agribusiness media platform, with a 30-year track record and operations across television, digital media, events and auctions • Scale and Reach: Approximately 3x the reach of the second-largest channel and over 50% of televised auctions in Brazil(2) • Strategic Fit with JBS: Platform to strengthen relationships with direct and indirect suppliers, support traceability initiatives and broaden engagement across the agribusiness sector ~1,100 Auctions Broadcast (2025) ~29mm Households Reached (2025) ~1bn Digital Views (2025) Highlights(3) Shows and Programs TV and CTV Digital and Auctions Events Financial News 3 US$673mm Net Revenue R$3,685mm 2027E(5) US$45mm R$249mm 3Q26LTM(4) US$77mm Adj. EBITDA R$422mm 2027E(5) 11.5% Margin US$12mm Net Revenue 2026E R$67mm US$2mm Adj. EBITDA 2026E R$8mm 12.4% Margin
Transaction Overview JBS to acquire 100% of Flora and Canal Rural from its controlling shareholder J&F Note: (1) Indicative structure, subject to definitive documentation and approvals; (2) Share of shares outstanding (ex- treasury) at September 30, 2026; J&F holds it through J&F Investments Luxembourg, with 85.7% of the voting power; (3) US$ figures converted at the spot PTAX (BCB selling rate) of November 4, 2026 (R$5.4778 / US$), with R$ figures in grey; (4) Flora: debt and lease liabilities less cash; Canal Rural: net cash and additional licenses; subject to price adjustment at October 31, 2026; (5) EBITDA post-IFRS 16, before synergies; (6) JBS N.V. Class A 30-day VWAP (volume-weighted, last 30 trading sessions to November 4, 2026; FactSet); share count of 1,071.9mm shares outstanding (ex-treasury) at September 30, 2026; (7) Adjusted EBITDA includes the estimated 2027E synergy effects (CBS / IBS and ICMS offset against JBS's tax credit balances, and cost synergies), with cash impact at JBS's consolidated level, to show an adjusted view with synergies Source: Company Information US$383mm in JBS shares (Class A) 31.4mm treasury shares (2.9% of share count), at US$12.20 (30-day VWAP)(6) US$mm(3) Flora Canal Rural Enterprise Value 542 R$2,968 11 R$61 (–) Net Debt Assumed(4) (175) R$(957) 5 R$27 Equity Value 367 R$2,011 16 R$88 EV / EBITDA 2027E before Synergies(5) 7.0x 5.4x Total Consideration for 100% 383 R$2,099 Flora EV / Adjusted EBITDA Bridge with 2027E Synergies (x)(7) 7.0x 1.2x 0.5x 0.5x 4.9x EV / EBITDA 2027E before Synergies CBS / IBS Synergies ICMS Synergies Cost Synergies EV / Adjusted EBITDA 2027E with Synergies 4 Companies and Transaction Structure(1) 100% 100% of Flora and Canal Rural JBS Shareholders(2) Post-deal | Pre-deal Free Float J&F S.A. US$383mm in JBS shares to J&F 31.4mm treasury shares | R$2,099mm 30.37% 31.26% 18.06% 18.59% 51.57% 50.15% Other Minorities
Flora Home and Personal Care Value Creation Avenues for JBS Flora accelerates JBS's entry into higher-margin product lines and boosts innovation in personal care and wellness Note: Preliminary and indicative assessment of synergy avenues, subject to confirmatory work, definitive documentation and implementation; figures shown are the annual spend or opportunity base of each avenue, not synergy estimates; (1) Flora purchase records, Jan– Aug 2026; ~93% of tallow volume, from 10 JBS units; (2) IFEPEC, Pesquisa Nacional Suplementos Alimentares, 2026; (3) Flora 2025 audited financial statements: G&A (R$136mm) and other selling expenses (R$44mm); (4) Taxes on sales, returns and discounts, 2026E; (5) Flora's projected current income tax, 2027E; (6) Supplements market (US$1.4bn / R$7.6bn in 2025), growing ~13% a year; (7) US$ figures converted at the spot PTAX (BCB selling rate) of November 4, 2026 (R$5.4778 / US$), with R$ figures in grey Sources: Company Information, BRASNUTRI, IFEPEC, Euromonitor International Tax Efficiency Flora's taxes on sales and income tax offset against JBS's tax credit balances Tax US$156mm(4) Taxes on sales, 2026E | R$852mm US$8.3mm(5) Income tax, 2027E | R$46mm Verticalized Tallow Chain Recurring demand for JBS's tallow, Flora's main raw material, and a secured supply for Flora Supply Chain US$36mm(1) Tallow bought from JBS in 8M26 | R$195mm Shared Platform Procurement, trade marketing and agency ties; finance, legal, HR and IT on shared services Cost US$33mm(3) G&A and other expenses, 2025 | R$180mm Brand Launch Capability Flora's skill in launching and repositioning brands takes JBS into wellness and personal care Growth US$2.5bn(6) Supplements market in Brazil by 2030E | R$13.8bn Pharma Channel Access Retail space JBS does not reach today, starting with pharmacy shelves for Genu-in and wellness lines Revenue 48%(2) of supplement purchases in Brazil are made in pharmacies Annual Spend / Opportunity(7) Lever Type The transaction could unlock +US$400mm in incremental synergies over the next 10 years 5