JBS S.A. and JBS USA Lux S.A. announced that (i) JBS S.A. is soliciting consents (with respect to each series of JBS S.A. Notes (as defined below), the "JBS S.A. Consents") from the holders of each of the 7.000% Senior Notes due 2026 and 5.750% Senior Notes due 2028 issued by JBS USA Food Company (as substituted issuer of JBS Investments II GmbH) (together, the "JBS S.A. Notes") and (ii) JBS USA is soliciting consents (with respect to each series of JBS USA Notes (as defined below), the "JBS USA Consents" and, together with the JBS S.A. Consents, the "Consents") from the holders of each of the 6.750% Senior Notes due 2028, 6.500% Senior Notes due 2029 and 5.500% Senior Notes due 2030 issued by JBS USA, JBS USA Finance Inc. and JBS USA Food Company (collectively, the "JBS USA Notes" and, collectively with the JBS S.A. Notes, the "Notes") to certain proposed amendments as set forth below (with respect to each series of Notes, the "Proposed Amendments") to the indentures governing each series of Notes (with respect to each series of Notes, an "Indenture" and, collectively, the "Indentures") (with respect to each series of Notes, a "Consent Solicitation" and, collectively, the "Consent Solicitations"). JBS S.A. is seeking the Proposed Amendments in order to conform certain provisions and restrictive covenants (and definitions related thereto) of the Indentures governing the JBS S.A. Notes to the corresponding provisions and restrictive covenants (and definitions related thereto) set forth in the indenture governing JBS Finance Luxembourg S.à r.l.'s 3.625% Sustainability-Linked Senior Notes due 2032, which are guaranteed by JBS S.A. (the "New JBS S.A. Notes"). The Proposed Amendments are described in greater detail in the JBS S.A. Consent Solicitation Statement (as defined below). JBS USA is seeking the Proposed Amendments in order to conform certain provisions and restrictive covenants (and definitions related thereto) of the Indentures governing the JBS USA Notes to the corresponding provisions and restrictive covenants (and definitions related thereto) set forth in the indenture governing JBS USA's 3.750% Senior Notes due 2031 (the "New JBS USA Notes"). The Proposed Amendments are described in greater detail in the JBS USA Consent Solicitation Statement (as defined below). In order to execute and deliver the applicable Supplemental Indenture (as defined below) as contemplated by the related Proposed Amendments, JBS S.A. or JBS USA, as applicable, must receive the applicable Consents from the applicable holders as of the Record Date (as defined below) representing a majority of the aggregate principal amount of the applicable series of Notes (not including any such Notes that are owned by JBS S.A., JBS USA, or any of their respective affiliates) (with respect to each series of Notes, the "Requisite Consents"). Each Consent Solicitation constitutes separate and distinct solicitations with respect to each series of Notes. Concurrently with the Consent Solicitations, JBS USA is seeking a substantially similar conforming amendment as is being solicited pursuant to the JBS USA Consent Solicitation Statement from the lenders under its (i) term loan credit agreement, dated as of May 27, 2011, among JBS USA, the credit parties signatory thereto, Barclays Bank Plc, as administrative agent, and the lenders signatory thereto (as amended, supplemented or otherwise modified, the "Term Loan Credit Agreement") and (ii) revolving syndicated facility agreement, dated October 12, 2018, among JBS USA, JBS USA Food Company, JBS Australia PTY Limited and JBS Food Canada ULC, the other credit parties signatory thereto, the lenders party thereto, Royal Bank of Canada, as administrative agent, Australian administrative agent, and Canadian Administrative Agent (as amended, supplemented or otherwise modified, the "ABL Revolving Credit Agreement" and, together with the Term Loan Credit Agreement, the "Credit Agreements"). Holders of the JBS S.A. Notes are referred to the consent solicitation statement of JBS S.A., dated June 21, 2021 (the "JBS S.A. Consent Solicitation Statement") for the detailed terms and conditions of each of the Consent Solicitations with respect to the JBS S.A. Notes. Holders of the JBS USA Notes are referred to the consent solicitation statement of JBS USA, dated June 21, 2021 (the "JBS USA Consent Solicitation Statement" and, together with the JBS S.A. Consent Solicitation Statement, the "Consent Solicitation Statements") for the detailed terms and conditions of each of the Consent Solicitations with respect to the JBS USA Notes. Each Consent Solicitation will expire at 5:00 p.m. (New York City time) on June 29, 2021, unless extended by JBS S.A. or JBS USA, as applicable (each such date and time, as the same may be extended, is referred to as the "Expiration Time"). Each Consent Solicitation is made solely by means of the applicable Consent Solicitation Statement. These materials contain important information that holders of Notes should carefully read before any decision is made with respect to the applicable Consent Solicitation. Only holders of the applicable Notes as of 5:00 p.m. (New York City time) on June 18, 2021 (such date and time, including as such date and time may be changed by JBS S.A. or JBS USA, as applicable, from time to time, the "Record Date") are entitled to consent to the applicable Proposed Amendments. In order to implement the applicable Proposed Amendments, supplemental indentures to the related Indenture will be entered into by the applicable parties (with respect to each series of Notes, a "Supplemental Indenture" and, collectively, the "Supplemental Indentures"). For each series of Notes, if the applicable Supplemental Indenture is executed and the other terms and conditions set forth in the Consent Solicitation Statements are satisfied or waived, then holders of such Notes as of the Record Date will receive a cash payment equal to U.S.$1.25 per U.S.$1,000 principal amount of such Notes in respect of which Consents to the applicable Proposed Amendments have been validly delivered prior to the applicable Expiration Time and not validly revoked by such holder. Holders will be permitted to revoke applicable Consents at any time prior to the execution and delivery of the related Supplemental Indenture, which may occur prior to the applicable Expiration Time.