NBM US Holdings, Inc.

THE OFFER (AS DEFINED HEREIN) WILL EXPIRE AT 5:00 P.M. (NEW YORK CITY TIME) ON OCTOBER 2, 2026 (SUCH TIME AND DATE, AS THE SAME MAY BE EXTENDED IN THE SOLE DISCRETION OF THE OFFEROR (AS DEFINED HEREIN), THE “EXPIRATION DATE”). TO BE ELIGIBLE TO RECEIVE THE CONSIDERATION (AS DEFINED HEREIN), HOLDERS (AS DEFINED HEREIN) OF THE NOTES (AS DEFINED HEREIN) MUST VALIDLY TENDER AND NOT VALIDLY WITHDRAW THEIR NOTES AT OR PRIOR TO THE EXPIRATION DATE. VALIDLY TENDERED NOTES MAY BE WITHDRAWN IN ACCORDANCE WITH THE TERMS OF THE OFFER AT ANY TIME AT OR PRIOR TO 5:00 P.M. (NEW YORK CITY TIME) ON OCTOBER 2, 2026, EXCEPT AS DESCRIBED HEREIN OR AS REQUIRED BY APPLICABLE LAW (SUCH DATE AND TIME, AS THE SAME MAY BE EXTENDED, IN THE SOLE DISCRETION OF THE OFFEROR, THE “WITHDRAWAL DATE”).

NBM US Holdings, Inc., a corporation incorporated under the laws of the State of Delaware (“NBM” or the “Offeror”) hereby offers to purchase for cash (the “Offer”) any and all of the outstanding 6.625% Senior Notes due 2029 (the “Notes”) issued by NBM and guaranteed by Marfrig Global Foods S.A. (“Marfrig”), Marfrig Holdings (Europe) B.V., Marfrig Overseas Limited and MARB BondCo PLC (“MARB”, and together, the “Guarantors”), upon the terms and subject to the conditions set forth in this Offer to Purchase (as it may be amended or supplemented from time to time, the “Offer to Purchase”) for the Consideration (as defined herein).

Upon the terms and subject to the conditions set forth in this Offer to Purchase, Holders who validly tender their Notes at or prior to the Expiration Date and do not validly withdraw their Notes at or prior to the Withdrawal Date, will be eligible to receive the consideration set forth below and determined in the manner described in this Offer to Purchase (the “Consideration”).

Holders whose Notes are accepted for purchase pursuant to the Offer will be paid accrued and unpaid interest on the Notes (“Accrued Interest”) from, and including, the last interest payment date to, but excluding, the Settlement Date (as defined herein), payable on the Settlement Date (the “Accrued Coupon Payment”). For the avoidance of doubt, the Offeror will not pay Accrued Interest for any periods following the Settlement Date (as defined herein) in respect of any Notes purchased in the Offer, provided payment of the Consideration and the Accrued Interest are made by it on the Settlement Date in accordance with this Offer to Purchase.

Title of Security	CUSIP	ISIN	Principal Amount Outstanding
6.625% Senior Notes due 2029	62877V AB7 / U63768 AB8	US62877VAB71 / USU63768AB83	US$467,471,000

To view copie(s) of the Tender Offer document(s) please click on the link(s) below

Offer to Purchase

To obtain additional copies of the Offer to Purchase, please contact the Information Agent.

The Tender and Information Agent for the Offer is:

D.F. KING & CO., INC.

Email: mbrf@dfking.com

28 Liberty Street, 53rd Floor
New York, New York 10005
United States

Banks and Brokers call: +1 (212) 328-8038
All others call toll free (U.S. only): +1 (800) 515-4479

Any questions or requests for assistance or additional copies of this Offer to Purchase and the Notice of Guaranteed Delivery may be directed to the Information and Tender Agent at its telephone number or address set forth above.

Any questions related to the terms of the Offer may be directed to the Dealer Managers. You may also contact your broker, dealer, commercial bank or trust company or other nominee for assistance concerning the Offer.

The Dealer Managers for the Offer are:

Banco Bradesco BBI S.A. Av. Presidente Juscelino Kubitschek, 1309, 5th Floor São Paulo, SP 04543-011 – Brazil Attn: International Fixed Income Department Tel: +1 (646) 432-6642 E-mail: daniel.fuccillo@bradescobbi.com	Banco BTG Pactual S.A. – Cayman Branch 601 Lexington Avenue, 57th Floor New York, New York 10022 Attn: Debt Capital Markets Toll Free: +1 (646) 924-2500 E-mail: ol-dcm@btgpactual.com
HSBC Securities (USA) Inc. 66 Hudson Boulevard New York, NY 10001 Attn: Global Liability Management Group Toll-Free: +1 (888) HSBC-4LM Call Collect: +1(212) 525- 5552 E-mail: lmamericas@us.hsbc.com	J.P. Morgan Securities LLC 270 Park Avenue New York, New York, 10017 Attention: Latin America Debt Capital Markets Collect: +1 (212) 834-4533 Toll-free: +1 (866) 846-2874
Santander US Capital Markets LLC 437 Madison Avenue New York, New York 10022 Attn: Liability Management Toll-Free: +1 (855) 404-3636 Call Collect: +1 (212) 350-0660 E-mail: AmericasLM@santander.us