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 filed with the U.S. Securities and Exchange Commission (the SEC) a registration statement on Form S-4 (File No. 333-279438) (the Registration Statement) that included a proxy statement/prospectus (the Proxy
Statement/Prospectus). The Registration Statement was declared effective by the SEC on June 25, 2024. Additionally, JBT filed with the Financial Supervisory Authority of the Central Bank of Iceland (the FSA) an offer document
and a prospectus, which have been approved by the FSA and which have been published.
SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS, THE
PROSPECTUS, AND THE OFFER DOCUMENT, AS APPLICABLE, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC OR THE FSA CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN
IMPORTANT INFORMATION.
Shareholders may obtain a free copy of the Proxy Statement/Prospectus, as well as other filings containing information about JBT,
without charge, at the SECs website at www.sec.gov, and on JBTs website at https://ir.jbtc.com/overview/default.aspx. You may obtain a free copy of the prospectus on the FSAs website at www.fme.is and on JBTs website at https://www.jbtc.com/jbt-marel-offer-launch/ as well as a free copy of the offer document.
FORWARD-LOOKING STATEMENTS
This communication contains
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 JBTs 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 hf. (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; 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 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