Offer by John Bean Technologies Corporation for the entire shareholding of Marel hf. Let me begin by expressing the gratitude and honor for Arion Bank to have the opportunity to take part in and advise on this landmark transaction concerning one of the largest listed Icelandic companies. From Marel's inception as a university startup in 1983, and its listing on the stock exchange almost 32 years ago, Marel has been the champion of Icelandic industry. As a leading company in Iceland, it has always been very well known to us here at Arion, as we and, our predecessors, Búnaðarbanki Íslands and Kaupthing, have followed and supported Marel and its shareholders, many thousands of them, in fact, through its growth phases onto its listing on the Icelandic Stock Exchange on the 29 June, 1992, and Euronext, listing in 2019, and all the way to becoming the global leader in the field of food processing technology that it is today. It is therefore a particular pleasure for us at Arion to be today acting as an advisor for John Bean Technologies, another leading global technology solutions provider to high-value segments of the food and beverage industry, in its bid to acquire Marel for the purpose of having these two pioneers join hands as JBT Marel. In order to pursue and realize their joint future potential and growth opportunities for the benefit of, benefit of all of their current and prospective shareholders, clients, and employees, U.S., Icelandic, and international. I look forward to hearing Brian Deck, the CEO of JBT, and Matthew Meister, its CFO, as well as Árni Sigurðsson, Marel's CEO, outlining the joint strategy proposed for the new combined company, JBT Marel, and the benefits that this proposed transaction is likely to entail for the various stakeholders of the two companies should the takeover succeed. I will now hand over to Tinna Molphy, the investor relations manager at Marel, who will run through a few housekeeping issues ahead of the highly interesting presentation to be given today by these three gentlemen and the Q&A session that will follow. Tinna, welcome. Thank you, Benedikt. On behalf of JBT and Marel, [FOREIGN LANGUAGE]. For those of you who are not fluent in Icelandic, that means good afternoon and a warm welcome to this joint investor meeting related to JBT's voluntary takeover offer for all outstanding and issued shares in Marel. My name is Tinna Molphy, director of investor relations at Marel, and I'll be acting as your moderator today. An important housekeeping, today's meeting and webcast will contain forward-looking statements, which are subject to the safe harbor language shown on this slide. JBT's periodic SEC filings also contain risk factors that may have an impact on financial results and the completion of the transaction. Please visit JBT's investor relations website for more details. We will also use non-GAAP and non-IFRS measures in this presentation, and reconciliations to the most comparable GAAP and IFRS numbers are in the appendix. Now, as Benedikt mentioned, we will start today with a presentation delivered by Brian Deck, the President and CEO of JBT, Árni Sigurðsson, the Chief Executive Officer of Marel, and Matthew Meister, the Chief Financial Officer of JBT. JBT and Marel are two complementary industry leaders with innovative solution software and services and for the global food and beverage processing industry. In today's presentation, Brian, Árni, and Matt will cover the compelling industrial logic in the combination and the synergy potential of the merger. They will also provide insights into the structural growth drivers in our sizable addressable markets and the exciting value creation opportunities to the benefit of our shareholders and wider stakeholders. Now, Q&A. When we get to the Q&A, there are two ways to ask a question. For the audience present here today, just please raise your hand, and we will make sure that you are handed a mic, at which point, please ask your question. For our online audience, please email your question to jbtmarel.questions@arionbanki.is, which we will then read out, and we might group some of the questions if they're similar. With that, I would like to introduce to the stage JBT President and CEO, Brian Deck, Marel CEO, Árni Sigurðsson, and JBT CFO, Matthew Meister. Over to you. All right. Good afternoon, everybody. What a wonderful showing. I really appreciate the outpouring of support that we're seeing here today, and looking forward to continuing one-on-one conversations for the rest of the week. So again, thanks very much. I know that it's... I appreciate your patience. I know it's taking a little bit of time to get to this stage. ... but very excitingly, we launched the voluntary takeover offer this morning. So, very much looking forward to continuing on that process. And as part of that, we'll give you some really great insight into JBT, Marel. First and foremost, we're very excited at the possibility of leveraging the full power of JBT and Marel to fortify the future of food and transform the way it's processed. And most importantly, it's for the benefit of our customers, their efficiency, their sustainability, and continuing to support them on their journey as they look for partners to support them in full line, integrated solutions, and getting the results that I just suggested. We solve their pain points, and we create value for the shareholders, other stakeholders, employees along the way. And very importantly, this is driven by the purpose of each entity, JBT and Marel. As we've come to see, as I've worked with Árni and team over the last several weeks, we found that we have a very common purpose and view on the world, and we've got a tremendous talented team that believes in that purpose. So we look to leverage that. And as such, I would like Árni to talk a little bit about how he views the common purpose across the two organizations. Thank you, Brian. I'm really excited to be here with the JBT team and be speaking with you all here today. I'm very proud of what the Marel team has accomplished since our beginning in 1983 in Iceland. Over time, we have built a leading global platform of equipment, services, and software for our customers in the food processing value chain, and this platform is complementary to JBT. Marel's services and, and solutions capabilities are mainly focused on poultry, meat, fish, and the pet food industries across the value chain. JBT and Marel are serving similar customers, but they are, though, focused on different parts across the value chain. And by combining the businesses, we'll have greater scale and offering to be a real partner of choice for our customers. So the complementary nature of JBT and Marel starts at the very top with a shared purpose and vision. The values of the two companies are also well aligned, with focus on our people and customers through collaboration, integrity, and unity. Moreover, the two companies have innovation at the center and focus on growth and performance. Our goals are aligned to create a more sustainable food chain with the customer in mind and with the customer in the center of the focus. And I have to say that the more time that we've talked, Brian and I, the more time that we've kind of started to have the teams to engage, the more we have realized what the similarities are between the companies and how well we complement one another. So, as it relates to the strategy of the integration and the value creation and the investment thesis, we have several broad themes. First and foremost, the markets. JBT and Marel are blessed to play within resilient end markets, feeding the world. People have to eat. So the ability to tap into that ever-growing market, supported by not only population growth, but also the innovation and the necessity for bringing things to our customers, like efficiency, automation, sustainability, it's a real advantage to being together in this regard. From a solutions perspective, the combination of JBT offers something that will be truly unique in the marketplace. Our customers are continuing to look for places where they can be more efficient across a broader set of solutions, and that's very difficult. And food is a very sensitive, processing, opportunity, whereby small problems within the line create bigger problems as you go on. And so to the extent you could have a partner that provides that support is critical. And that goes hand in hand with both the service and the digital side. On the service side, you may know that this is very sensitive equipment, high volume, so bringing the two teams together creates a tremendous scale in that regard, so that we can identify places where we can best deploy those resources, both geography-wise or from an end market perspective. And bringing that trust to our customers is critical, and we'll talk more about that in a moment. And then wrapping that in a digital framework. We both have good software solutions that we've introduced over the last several years, but putting that visibility across the activity on the service side and in the performance of the equipment is important. Sustainability. Our customers are on a very important sustainability journey to support the consumer and where they are where they look to such a partner with their choices. JBT's technology offers wonderful opportunity, along with Marel's, to bring that together, and more importantly. We have tremendous talent across the organization. Looking forward to dipping into that talent for application expertise. We have great engineers, service and commercial organization. We know the industry extraordinarily well. We know how the food is made, and we can support our customers in that journey. And then lastly, scale. Scale matters for many reasons: operationally, commercially, I mentioned the service side. From a capital market side, it brings efficiency. So we really are excited about going from the small cap space into the midcap space from a capital perspective, but also from an operating perspective, just being a more efficient business. In terms of the transaction overview, many of you know that we really value the relationship that we've developed with Marel over many years, and have long sought an interest in talking with them. Our proposal goes back to November of this past year, where we started collaborating on what things could look like. We put a lot of thought into the structure that we put together, a structure that balances financial outcomes, social considerations, as well as governance. So the tender offer you will see is to acquire all the shares of Marel in a transaction where the Marel shareholders have a choice of cash, stock, or a combination thereof. However, it is very important to understand the proration feature, which essentially guarantees that we will be at approximately a 65% stock, 35% cash mix, which means approximately EUR 950 million will go to Marel shareholders, along with approximately 38% ownership of the new company. And as I mentioned, we didn't just think about the financial considerations. We thought about the social and the governance and the management, but I asked Árni to talk a little bit about the things that we discussed as we went along our journey. Yeah. I think that there was a mutual recognition around kind of Marel's success as one of the largest companies in Iceland, that that success has been driven by its leading technology, kind of people and customer-focused mindset, and that performance culture and unity that we have as a part of our value. And as such, it was and remains a very important factor for Marel, for JBT, and the board of both companies, that we form and we build a combined organization that builds upon Marel's heritage. We've taken efforts and taken steps to recognize that through the name of the combined company, JBT Marel, with the secondary listing on Nasdaq Iceland, because JBT recognizes the great support that Marel has had with the current shareholder base that has supported Marel in its journey to create the leader that we are. And then there's also a recognition of the cultural importance of Marel's operations and facility here in Iceland. Absolutely. Additionally, we thought hard about the governance. As you probably saw, we have a combination of representation of Marel board members and legacy JBT board members on the ongoing board of directors, as well as all the subcommittees. Also importantly, we will be naming Árni Sigurðsson as the president, helping side by side with the business. In terms of a little bit of visibility into JBT and Marel specifically, starting with JBT, we're about a $1.7 billion company on the trailing four quarters, and about 16.6% EBITDA margins and guidance to somewhere between 17% and 17.5% for 2024. Very critically, if you look at the mix of JBT, you can see between poultry, meat, and fish, we're approximately 40% on things that directly correlate with the Marel side. Additionally, we have exposure to other areas as part of our diversification efforts over the last several years: beverage, fruit, ready meals, automated guided vehicles, which is warehouse automation, as well as some pharmaceutical, nutraceutical, and pet foods. So we really like that diversification, but what's exciting is that in our core markets of meat, fish, and poultry, Marel brings us some real depth and strength within those marketplaces. Yeah, and just to briefly touch on the Marel side, for the last four quarters, ending on 31 March, our team of 7,300 employees, in over 30 countries, generated around $1.8 billion in revenue, with an adjusted EBITDA margin of 12.4%, and we continue to focus on improving that EBITDA margin. If you now move and talk a little bit through the market, the combined company is focused on attractive markets where consumption has very healthy growth prospects. Protein, protein consumption growth is expected to be in the low- to mid-single digits, driven by the population growth and increased consumption per capita overall. It's important to note that poultry is expected to be a winning protein due to consumer advantages related to affordability-... versatility, ease of preparation, and high nutritional value. And it is important to note that because it is a big end market for the combined company. Another great attractive element of poultry is that it has a lower environmental footprint, as chicken converts kind of feed to meat more efficiently than some of the other proteins, requiring fewer resources per kilogram. And also, a big benefit on the poultry side is that poultry, farming poultry has very short life cycles, which helps with navigating the cycle. Consumer lifestyles and evolving nutritional kind of preferences are driving that mid-single-digit+ growth in those convenience foods, ready-to-drink, and functional beverages, which is another important market, especially as we will have a broader end set of market for the combined company. Additionally, the pet food market, which we kind of got to know through the acquisition of Wenger, but where JBT has kind of been very active on, especially on the wet pet food side, we expect that to continue to grow in the mid-single digits. It's also important to note, and this is a recurring story that we have talked about, that the combined company should grow even faster than the end consumer market. That is because not only do our customers need to fulfill that end market growth, but they're also very focused on improving their own operations. Firstly, the consumer is constantly evolving and demanding kind of various new SKUs and products for flavors and dietary preferences, and that requires our customers to do product innovation, new product launches, and so on, and we are often helping our customers, working hand in hand, to do those innovations. Secondly, our customers are putting great emphasis on operational efficiency and automation. That is due to the factors that labor scarcity is great, they want to improve their yield, and they want to improve food safety and quality, and also use less energy and water to do that. Lastly, our customers are continuing to seek stronger partners across the value chain that are able to provide integrated lines and solutions with equipment, software, leading customer care with capable and responsive parts and service delivery, and with that, we're able to kinda with our increased scale, we're able to kind of do that quite well. So with the combination, kinda we'll be able to offer kind of this breadth of solutions and services, really to meet our customers' requirements and demands around the globe, and that will allow us to target a mid-single-digit growth rate through the cycle. It's important to understand the complementary nature of our respective portfolios and how that brings value to our customers. Here's a couple of examples of where we could do that. Now, this is only a small subset of the broad portfolio that the combined company will have, but two very important ones. First and foremost, if we talk about poultry, you can see in the dark blue where traditionally Marel has been very strong, and then on the gray side, where JBT has been strong. We meet in the middle, on the secondary side, there's a few areas of overlap, as represented in the light blue. But by and large, you can see this is a very complementary portfolio. So when you think about bringing those solutions to our customers and the efficiency that comes with dealing with a single vendor in their factories as they look to be more efficient from an operations perspective, from an installation perspective, and the availability of service technicians across a broader portfolio, this is a perfect example of how that works. Similarly, on the pet food side, where, as Árni mentioned, they're stronger on the dry food side, which typically means a little bit more on the upfront, and then JBT tends to be strong on the wet pet food side, as well as preservation, packaging, some of those end processes that will complement our customers very well. And extraordinarily importantly is we're dealing with the same customer sets, so we're bringing these solutions across customers that we're both collectively working with today. We really feel this is an opportunity to create value for our customers as we roll out these combined and integrated solutions over the course of the next several years. And service, I mentioned service at the onset. I think this is somewhat of an underappreciated value that both JBT and Marel bring to the customer, and in general, within our industry. As you may know, cooking, cutting, heating, cooling food takes a lot of resources, and it makes the equipment run 14, 16, 18 hours a day. So you have to have tremendous capacity on the service tech side in order to be able to be there on the spot as necessary, because one of the worst things that can happen to a customer, given the volume of food that is running through these systems, is downtime. Downtime is the biggest detriment to our customers, but also inefficiencies throughout the line. We mentioned, you know, having these connected solutions, but having the ability to service and make sure those solutions are always connected, working well. And the scale that the combined organizations bring with these 1,700 service technicians allows you to really optimize where you need generalists and specialists and geographic coverage. So we're very excited. This is one of the best things about this opportunity, because what happens, if you have strong service capabilities, your customers learn to trust you, because the uptime and the efficiency of the equipment, that's where they, that's where they make their money. That's their profitability. To the extent that you can get to be that engaged partner with them, that's the that leads to additional equipment sales, because they trust you, and they look for partners that support them on their daily operations, not just selling a piece of equipment and leaving. The other thing I would mention, not just the service side, but availability of parts is a big issue. Again, for the same reason, the parts have to be available. So again, the scale that we bring together is very important in terms of being able to access the customer, get them the resources that they need on a parts perspective. Yeah, and on the software and digital capabilities, I mean, I think it relates very much to the service story, because it's an important component there. And both Marel and JBT have been investing in their digital and software capabilities due to the value it creates for our customers. Digital solutions improve customer performance, but not only that, it provides us with the opportunity to improve our service and capture a greater share of wallet. And the reason why you're able to do that is because you're able to have remote control, you're able to monitor the equipment remotely, you have a better view on your install base, and the solutions that are out there. So there's a lot of opportunity both for the customers and for us as an organization. If we look at our different solutions, we find that they are very complementary to one another. As an example, Marel has been working on software capabilities for a few decades, believe it or not. First system was connected in the 1990s. So we have been more focused on kind of manufacturing execution systems, software that does line control, and process control to optimize kind of that line, and overall line and equipment efficiency. If we look at kind of the JBT's OmniBlu solution, it meets kind of Marel in the middle as it relates to kind of machine effectiveness and efficiency, and then has kind of additional equipment usage monitoring for the purpose of predictive maintenance, and also to have frictionless parts ordering and management. JBT has invested some interesting kind of capabilities on the parts ordering side, which I think will be kind of very complementary, and I actually don't know everything about it yet, but I'm looking forward to learn more as we continue to work together. So kind of if we look at just the combined platform that we will have, it will offer enhanced data insights for our customers to kind of improve their performance on their operation and improve their efficiency, but it also gives us an opportunity to have a greater scale, more streamlined kind of product development as we combine and optimize the resources on our side with a North Star and a common goal. Okay, sustainability is a very important topic for JBT and Marel, not only from our operating footprint and how we efficiently and effectively reduce our carbon footprint of our operations, but probably more importantly, when you think about the value that we bring to the world in living our purpose, it's about bringing solutions to our customers on their sustainability journey as they look to address the concerns of the world and the consumers, consumers who are looking for those brands and partners that they can look to consume. And as I mentioned earlier, the cutting, the cooking, the freezing, all the processes associated with preparing food takes a lot of energy, takes a lot of water, natural gas, electricity. So having the innovation and the quality of the technology is what can bring more efficient processes to this equipment. It does require a tremendous amount of technology, but it brings very strong benefits, especially when you start combining it over multiple pieces of equipment. And then you can monitor it, for digitally speaking, and then give the customer the benefit, so they have visibility in how they're performing along their sustainability journey. And it also is about food security, food safety, traceability. So you bring that into the fold, and it really reduces things like recalls, et cetera, that we have much better visibility and as well as food yield, food safety, all those go hand in hand with a sustainability story that our customers are looking to create. At this point, I'll turn it over to Matthew Meister to talk to you specifically about some of the economics of the transaction and synergies. Brian, the enhanced scale from the combination of JBT and Marel creates a diverse and significant global provider of technology solutions to the food and beverage processing industry. With the expected recovery of core protein markets and continued deployment of new product introductions, digital capabilities, and enhanced focused customer service efforts, the combined company is forecasted to grow revenue from about $3.5 billion in 2023 to close to $4 billion in 2025. Nearly half of the combined revenue is expected to come from resilient recurring revenue streams, such as spare parts and service, equipment leases, and refurbishments. A continuous improvement mindset, coupled with cost synergies, is expected to result in an adjusted EBITDA margin of 16% in 2025. The combined company will leverage JBT's business system to drive a continuous improvement culture, proven to deliver financial and operational results. The current business system provides a set of tools and a rigorous process for leaders and their teams to identify inefficiencies and take corrective actions. Our relentless pursuit of continuous improvement requires performance reviews to be completed against a standard set of key performance metrics and creates the transparency and accountability to deliver results. The JBT system has been a key tool that has enabled JBT to grow our EBITDA margins over 350 basis points over the last five years, and we expect this framework to be a critical tool for the combined company. The scale and complementary nature of this combination is expected to drive compelling cost synergies, supported by a dedicated integration team, third-party consulting support, and our business system framework. The JBT and Marel teams have been working together to refine and develop additional details on the expected cost synergies, and by the end of the first 12 months post-close, we expect to generate annual run rate cost savings of approximately $70 million, which we expect to grow to over $125 million by the end of year 3. By the end of 2027, we expect synergies and cost of goods sold to result in more than $55 million in annual run rate savings. $25 million-$35 million should come from direct material savings, primarily as we leverage the purchasing scale of the combined business and transition to a more consolidated and efficient supply chain. Indirect spend savings are estimated to be $15-$25 million, with primary opportunities in logistics and a reduction of overall spend. The remaining portion should result from optimizing our operations across a larger manufacturing footprint. In terms of operating expense, we anticipate more than $70 million of annual run rate savings by the end of year 3 post-close, primarily through the streamlining of the organization, including overlaps across various functions, systems, and public company costs. Combination of our core technologies and leading businesses creates an opportunity for revenue uplift of greater than $75 million by the end of year 3 post-close, which we expect to convert at normal contribution margins. These revenue synergies are primarily the result of offering more integrated solutions across poultry processing and the pull-through of equipment across our collective customer bases. You can see an example of this demonstrated by the illustrative equipment opportunity with U.S. poultry customers, where JBT brings strength in coating, frying, cooking, and freezing, which are complementary to Marel's strengths in grinding, mixing, forming, inspection, and check weighing. And over time, we expect the strength of the combined organization and the scale, quite frankly, will be able to better serve and penetrate attractive emerging markets where we anticipate outsized growth. We expect to not only create meaningful value from this combination, but also maintain the financial flexibility to support continued investment in both organic and future inorganic growth. The transaction is expected to generate meaningful returns, including cash EPS accretion in the first 12 months post-close, as well as double-digit ROIC by year 5. In support of the offer process, we have secured a bridge loan through the support of our banking partners. However, we expect to finance the cash portion of the transaction, as well as refinance the outstanding Marel debt through a combination of cash on JBT's balance sheet and a more permanent financing structure made up of bank loans, term loans, and potentially longer-term fixed-rate debt instruments. From a leverage perspective, the combined company is expected to achieve greater than 100% free cash flow conversion to net income, and the combination of strong cash flows and growing EBITDA should allow us to delever quickly to well below 3x by the end of 2025. So from an integration perspective, we recognize the scale and the challenge of the opportunity that's in front of us. Neither Marel or JBT have done something of this scale in the past, so we've been thinking very long and hard with some support on how to do this right. And first and foremost, we're looking at it from a North Star perspective. We have this shared vision, this purpose, and this culture-driven, purpose-driven organization that we need to leverage first and foremost, and I'll talk more about that. But very importantly, we want to look at this through the eyes of our customer. What are we doing to ensure that we're protecting the existing business, as well as get the benefits of that combination? And the way we're going to do that is through executive involvement and board involvement in the opportunity. We've created an executive steering committee, co-chaired by me and Árni, and participants from others across the senior management team. We've also assigned a senior integration leader from both organizations, high-level executives who have great visibility across the respective organizations, that can drive actions using the tools that we put in front of them and the teams we put in front of them. To that end, we've engaged BCG, who has tremendous experience in large-scale industrial combinations. They've got an incredible playbook that allows us to deploy the resources we need using that integration office, not only the leader that I mentioned that will be running the overall office, but also, subcommittees, if you will, across the different functions, such as operations, IT, HR, et cetera. These functions work really well as part of this playbook. However, the one thing I'd probably mention, first and foremost, before we get deep into the integration, we recognize the need to have a strong cultural connection between the businesses and a strong communication strategy. I think time and time again, history would tell you that culture can be a strong impediment for successful organizations coming together. So before we even start on some of the financial integrations, we're addressing and bringing together the organizations through things like surveys, joint meetings, and really understand how we both collectively approach the way we think about the business, and then really learn about each other, because there's more similarities amongst the constituents than there are differences. So this is the first thing we're gonna tackle, have a strong communication strategy so everyone knows what's going on, and then allow us, by virtue of this shared culture, shared purpose and vision, to better effectively address the synergies, both from a commercial perspective and just bring the organizations together so that we're better serving our customer. So to conclude, before we go to Q&A, we're really talking about creating a leading platform across food and beverage technology. It's expected to create shareholder, but most importantly, customer value, because if you do the right thing for the customer, it creates plenty of value for the other stakeholders. As I mentioned, we have this wonderful access to growing and resilient end markets. People have to eat, and we have these wonderful solutions that are now enhanced by those deep relationships, the quality of our service, the quality of our product offering. That enhanced scale allows us to better effect—more effectively use those wonderful, that wonderful technology, those wonderful services, and cross-sell across those products and to support innovation. Marel is well known for its innovation, and we look to leverage that as we go forward from here to ensure that we remain a growth organization as we emerge from the integration. The continuous improvement mindset that JBT brings to the operation should really help us to get more efficient across the various operations and bring us together successfully from a margin expansion perspective. Then lastly, we do expect this transaction, by virtue of everything we've talked about today, to create meaningful shareholder value, as well as value for our other stakeholders, including our partners, as well as our employees. With that, we will open it up to Q&A. Tinna? Yeah. ... Thank you, Brian, Árni, and Matthew, for a very insightful presentation. Now, turning to the Q&A. Very keen to open this up to the floor, as I'm sure there are a number of questions in the audience today and online. For those not in the room, a reminder that if you would like to ask a question, please email jbtmarel.questions@arionbanki.is, or if you're in the room, please raise your hand, and we will hand you a mic. As a reminder, we will only be taking questions relating to the transaction today, and will not be providing guidance on current trading or new material disclosure regarding the transaction itself. Now, I can see that microphones are being handed or circulated. While we wait for those to be handed over, I'll kick us off with a couple of questions, we have received online already. We have a couple around the future potential, and so I will combine into the following: What does this actually mean for our customers, especially in terms of revenue synergies? Could you perhaps outline how this will enable us to better offer for our customers? Sure, I'll give some perspectives, and then I'll ask Árni to speak as well. As I mentioned earlier, the combined solutions, the scale that we provide on both technology as well as service, will make us a differentiated partner. They're looking for partners that can support them through their trials and tribulations. Engineering resources are a difficult thing. Our customers wanna focus on the things that create value for them, and it's not making sure pieces of equipment connect with one another. So that's really the primary value that we bring, commercially, is that interface between service, technology. Árni, you've got some great thoughts on this. Yeah, no, I would just echo that on that opportunity to create more seamless integration across the lines and also between equipment, software, and services. And the example that I used, because that was so fascinating when I was visiting a McDonald's supplier, you saw basically Marel being kind of on the forming side. You saw JBT on the coating side, Marel with an oven, JBT with a freezer. You just saw immediately the opportunity. If you're able to synchronize a little bit better to create that seamless flow, what you can do on the service side with the technicians to either just improve and the frequency of the visits if you cross-train, or you can deploy those resources elsewhere with other customers. And maybe just to add also, because we talked quite a bit about the line, I think there's also an opportunity from a revenue synergy standpoint for Marel to get access to some of those end markets that have been less in focus on the Marel side, but you saw kind of the end market diversification on the JBT side. And as we've kind of looked at the portfolios, then some of the ovens and so on, and you know, in your kitchen, you use the oven to cook all kinds of different food, not only poultry, meat, and fish. So the opportunity to also kind of get access to that sales channel for the Marel solutions will also be an opportunity to drive some of the revenue synergies. Okay. We've also received a couple of questions around integration. Could you talk about how you are managing the integration to ensure alignment? Mm-hmm ... and success as a combined company? Sure. And I'll pick up where I left in that second to last slide, which is we're taking this integration very seriously. By engaging BCG, who brings a tremendous set of tools, we think we've got the best-in-class partner to support us there. But more importantly, as I mentioned, bringing these cultures together before we actually start on the execution, we think is critical. So abiding by the tools and the processes, we think we have a winning formula. Yeah, no, and I would also just highlight, we kind of—I went through it on the shared vision and purpose and the values, and that is something that kind of JBT, kind of when they went through their kind of new vision and values, that was a bottom-up exercise. So it really reflects kind of that organization and kind of how they view the world. And you can see how well that aligns with the Marel vision, fortifying the future of food, transforming the way food is processed; this really rhymes, and then also if you look at the values. And then as a part of the integration, we're putting a lot of emphasis on some of the kind of work stream that would be kind of, let's say, HR-oriented, around the culture, around communication. There's also a dedication on change, kind of those elements that are really kind of the foundation to get alignment with the senior leadership, but also broader in the organization, to make sure that we have kind of the building blocks and the platform to really then go into some of the specifics that you would expect in an integration that we kind of, Matthew also went well through. So that's really what we're focused on, so that there's that kind of clear strategy, clear North Star that you kind of talked about. That, that's—those are the key elements that we've talked about and continue to focus on. Okay, thank you. Next question comes from Klas Bergelind, from Citi, and his question reads: "It's on the margin uplift. Thinking outside of the more straightforward cost synergies and looking to the aftermarket, the software side, et cetera, this was a Marel bull point before in terms of growing aftermarket share. What is JBT bringing to the table in terms of software and aftermarket capabilities? Mm-hmm. What kind of growth rate do you think is achievable midterm on the recurring side, and what are the key drivers? Sure. Thank you. Good question. The recurring revenue has been a huge part of the JBT story for those that have followed us over the years. When, when I started at JBT, our recurring revenue mix was in the low, right about 40%. And through a concerted effort and really understanding where your deployed base is and what the expected revenue per each piece of unit is out there, we established a really well-developed strategy to go after those customers. And over the course of the last several years, we've grown that revenue mid-single digits, outpacing our equipment revenue growth. And in fact, now we're sitting at somewhere in the low 50s in terms of% of revenue mix. So we've been tremendously successful in that. Marel is also on its own journey as regards to that, and they've been growing their aftermarket side as well. I think there are some certain things that we can add, and I'll let Mark, Árni speak to that a little bit. But you combine that capabilities along with the investments we've made in the software side as well, we have a I think we've got a great opportunity to go further from here together. Yeah, I mean, I think those digital capabilities that we talked about are a key enabler and a driver kind of behind that. The parts ordering system, I think that's something that we can definitely leverage. Then Marel, just kind of a couple of weeks ago, we actually opened up the global distribution warehouse that we have in Eindhoven, which is really geared for the future, really through the vision of transforming the way food is processed with a lot of the latest and greatest in terms of automation and efficiency, and it's also built for growth, so there's capacity there. So kind of those are some of the building blocks and pillars that we will kind of continue to look towards to, to drive that, to drive that, services business, because it is, it is becoming the number one factor when we talk with our customers, the service quality, and then also kind of parts delivery, lead times, and quality. So it will be a continuous effort. We'll, we'll look forward to gonna benchmark a little bit more. We've done, a little bit of exercise also kind of on share of wallet, and how do we make sure that we are, kind of, focused on that front, and, and JBT has done that as well. We're not there yet, but we'll get to that when we continue to work over the next few months. Okay, thank you. And the second question from Klas is on the poultry verticals and the regulatory process. So poultry is 24% of JBT's equipment orders and 48% at Marel. Complementary in so far that Marel is more upstream versus JBT downstream. You're now going through the regulatory period, which is a pretty long one, through November. How do you guys think-- How are you guys thinking about the antitrust here on the poultry side? Keen to understand this better. Mm-hmm. Well, as we've demonstrated and, and as you mentioned, the, the overlaps are surprisingly small, and that's again, given Marel's focus on primary and secondary. We do meet in the middle on secondary, but we're providing different products. And then JBT has its strengths in the downstream side. The overlaps, even in poultry, are fairly limited. In fact, for those of you that you don't know, we have already submitted and got through the initial 30-day U.S. antitrust process with the Department of Justice. Through that 30-day process, which was intense, a lot of data sharing between us and them and Marel, they determined, in fact, that they did not, they decided to not open up a formal investigation because of that lack of overlap. So that is very promising when you think about it from other jurisdictions, particularly here in Europe, because U.S. poultry was the area of most overlap, you could argue, and therefore, we feel very good about the process as we go from here. Now, each jurisdiction has its own idiosyncrasies, their own timing, their own resources that they apply to it, so we don't know the exact timing, obviously, of how that's gonna unfold. But if we use the U.S. antitrust side of it as a bit of a, hopefully, a precursor to how that's gonna unfold, we feel confident. Good. And now I turn to the audience here in Iceland. Are there any questions from the room? Yes, over there, if we could- Right in the middle here. Bring you a mic. It's just over there in the middle. One, two, three, fourth row. Fourth row? Thank you. Please go ahead. Thanks. Can you hear me? Yeah. Yes. Yes. Maybe a little bit about the cost synergies, that you mentioned and outlined in the slides. Maybe how confident are you regarding different parts of the synergies, and how do you see it play out, time-wise? Which part will play out within 12 months, and which part will take- Mm-hmm. a bit longer? Okay. I'll start, give a little color, and I think both Árni and Matthew can probably provide some perspective on this. So, originally, when we started on this, we were working off of very relatively high-level hypotheses in terms of what large-scale mergers would typically see, both on the cost of goods sold side and on the SG&A side. So, over time, as we were able to engage with Marel on a deeper level, once we got some further progress on the back and forth on the offers and ultimately on the transaction agreement, it really allowed us to share some data and further refine those efforts. So we do feel good about the buckets that you see. You can see that we refined it from an overall number to some specific categories that we're focused on. Maybe get your perspective in, Matt? Yeah. No, and what we have been focused on is obviously kind of timing and kind of where can we focus. And I would say that, for example, what JBT has done on the procurement side, where kind of got a little bit of insights on kind of a data cube, where kind of been able to map that into a central system to have a lot of visibility on the procurement side, can be a great benefit. Because there is a big part of the opportunity on the synergy side on both kind of direct spend, and then what we call non-product related spend, which is around some of the, for example, exhibition, where you can get some scale benefits in other areas. But maybe, Matthew, you add a little bit. Yeah, I, I would just say in terms of confidence, on the cost of goods sold side, because of our experience, at JBT, and our JBT business system, I think we're very confident in the possibility of realizing those savings on the cost of goods sold, especially with the supply chain. It's something we've been working on for the past, five or six years. Certainly, there were some challenges associated with COVID, but the team worked through that and are experiencing, significant benefits on the supply chain side, including, as Árni said, on logistics. Beyond that, you know, I think we've worked again together with Marel to understand where there are overlaps, especially around systems, public company costs, and other, activities within the operating expense. We feel very comfortable that those savings are realizable. And timing-wise, as we said, we expect to exit the first year post-close at a run rate of about $70 million in savings. That should continue to grow, and most of the activities will be realized and taken within the first 2 years, to be able to hit that run rate savings number in year 3. Okay, thank you. Turning back to the online audience, we have a question from André Mulder from Kepler. And the question is: You will keep the Icelandic listing, but not the Amsterdam one. Could you please comment? Sure. If you look at the shareholder base of JBT and Marel, it's highly concentrated between the U.S. market and the Icelandic market. It would be very unusual to see a company carrying three listings. So we do feel that the Netherlands listing shareholders certainly have the opportunity to list. Or sorry, to trade shares within the New York Stock Exchange, which is obviously the most liquid market in the world, or within the Icelandic market. So it really is aligning with the ownership percentages that we see. Yeah, and I would just add quickly, it doesn't, it's really around that ownership and shareholder base. I mean, it does not have any indication around kind of the operational side. Obviously, Netherlands is the largest country on the Marel side, where we have operations across poultry, meats, kind of, and also across the value chain. But it's really around kind of how that shareholder structure is for kind of Marel model today and then for the combined company. I'll just follow up with one from André as well. You set the minimum acceptance level at 90%. In Dutch takeovers, the minimum is usually set at 95%. Is there any reason for that? Well, mainly because this is the legal process. It is Marel hf. is an Icelandic business, and those are the rules under which we are operating. Clear. And then we have a question in the room as well, over there. Yeah, hello. My name is Þórólfur Árnason. I'm one of the start guys more than forty years ago here in Iceland, so I'm mostly interested in the operation and plans for the future for the Icelandic operations. So I have two questions. What is the combined interest of Marel in Iceland for the merged company? Mm-hmm. And secondly, internationally in marketing and sales and marketing, what are the synergies? Mm-hmm ... and based on the countries and the areas both companies are operating in already? Right. So, from an Iceland-specific exposure, JBT has not a whole lot of operations here, so we would expect to fully leverage the resources that we have in Iceland. JBT has a limited exposure to fish. Marel has a wonderful exposure to fish, and I have a fundamental, as well, and I believe Árni shares this, that fish fundamentally is a great market to be in. When you think about the, not just the population growth, but the attractiveness of fish, similar to poultry, in terms of the low sustainability footprint-... the ease of aquaculture and farming, as well as the health benefits that comes along with fish. You combine that with the automation and the things that the customers need from an efficiency perspective. We think there's a winning formula, as we improve the operations and allow that return of capital, if you will, or increased profitability to reinvest that into growing that business. We're very excited about the prospects of continuing to invest on the fish side. The second question was with regard to sales and marketing globally in terms of... If you see the numbers that we put up, the savings associated with that was relatively small in the grand scheme of the overall savings. The reason is, we fully intend to protect the commercial resources that we have, as in terms of customer facing. That's important, because as a growth company, we wanna make sure we get the benefit of the cross-selling and all the things that we talked about. The benefits on the commercial side are really more about the administration, and some of the back office and IT systems associated with those work streams. Anything else either you want to add? No, I think, I think you covered it well. I think, I think, kind of just to put it in perspective as well, I mean, the, the Icelandic operations on, on the, on the Marel side, we're around 750 people in Iceland out of, what a, what a combined organization would be around 12,000, 12,000 team members. So it, it is a very important location also due to, due to us being kind of we're highly educated, we're innovative, we're entrepreneurial, and, and that's some of the, the kind of the core values and, and the DNA of Marel that we, we will continue to, to build on, to be a growth company and to con- kind of continue on driving organic growth through innovation, but also complementing that with strategic acquisition when the timing is right. I think kind of... I think that is recognized and we'll drive forward in that direction. Okay, I'm going to turn back to the online audience. This one comes from André Mulder from Kepler. Can you give us more color on leverage at closing, and what do you expect in terms of comfortability within the expected covenants? Do you have any plans for a faster repair, for example, by means of a capital injection? That's a great question for Matthew. Sure. So certainly the leverage that we expect at close is dependent upon the performance of the businesses over the next period of time while we are operating independently. But based on the information that we have and the performance of the business, we expect that to be at about that 3.5x ratio. As part of this transaction, JBT has actually worked with our bank group to get an amendment to our current bank agreement that expands our leverage ratio on the bank debt to 5x EBITDA. So we have plenty of room to support this transaction at 3.5x to that 5x. And that's just for the bank debt, total leverage, 'cause JBT has some other debt out there. We actually have the ability to go up to 5.75x. I wanna be really clear, that is not ever our intent. You know, our goal is to, as close to that 3.5x at close, and then, utilize the strong cash flows and the growing EBITDA from the two businesses to deliver quickly, to that 2x-3x. That 2x-3x, leverage ratio that we're targeting in 20-- after 2025, is really within the range that we're comfortable operating in as a growing and, and acquisitive company. And so there really is, in our mind, no need for, any other, actions or transactions to take place in order for the business to get in within that 2x-3x ratio that we're comfortable operating in. Okay, thank you. I wanna squeeze in a couple of questions from the online audience as well, so just bear with me. Have you, regarding investor communications and engagement with the shareholders of both Marel and JBT, any problem that you would expect based on these talks, and have you talked to the main shareholder, Eyrir Invest? Sure. Good question. So, on the JBT side, we've been engaging them since some of the news went public back in November. So we continue to have good conversation with them, and I think it's crystal clear on the industrial logic of the combined businesses. On the Marel side, once we signed the transaction agreement in April, that gave us some flexibility with Árni and team and their IR staff to start reaching out to the Marel shareholders, inclusive of Eyrir. So we had an on-site Eyrir event to meet with their shareholders a little over a month ago. So we met with them as well as the Eyrir, but also the individual shareholders within Eyrir. So it was a great event. Again, crystal clear that everybody appreciates and understands the industrial logic of the transaction. Obviously, everyone has their own thoughts on the, the finance- the financial economics, et cetera, but all the conversations have been good. And then, obviously, this milestone event today with the launch of the offer allows us to obviously have this wonderful event, as well as on a one-on-one conversations in here in Iceland over the course of the week, as well as we'll be visiting London. So we're gonna get some really great penetration amongst the top shareholders, and like I said, so far, so good in terms of the engagement and the understanding of the logic. Excellent. I think, I'm afraid that will be, have to be our last question today. So before we wrap up, I'll hand over to Brian Deck for some closing remarks. Okay. Well, again, thank you for all of you for joining today. I think you can see the compelling logic of bringing two leaders within our space together, driven by the needs of our customers for more efficient operations, sustainability, and getting through the challenges that they have on a day-to-day basis. But moreover, when you think about, you know, who JBT is, who Marel is, at the higher level, our purpose, fortifying the future of food, transforming the way food is processed, we really have a tremendous opportunity in terms of our impact on the world. So we're excited about that and what it means to not just our customers, but to our shareholders and to our employees as we engage in this journey. And we invite you all to join us on that journey. Thank you all.