Proposed Scheme of Arrangement

SCOTT + JBS Roadshow Presentation November 2015

Important Notice

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Scott Technology: Automation + Robotics

At Scott we automate the Future. Across everything we do you will discover true quality, advanced engineering and a renowned design aesthetic. Scott. Quality that lasts. Quality that inspires.

Presentation Outline

4

Summary of offer

• Details

• Voting

Who is

JBS?

• Introduction to JBS Global

• A strong strategic partner

• Acquisition history

• JBS Australia

Why JBS Investment?

• Industry 4.0, the meat sector and our history with JBS

• Scott’s R&D efforts and meat processing technology

• Additional areas for growth

Action!

• Board and management

• Corporate governance

Additional information

• Current trading

• Independent adviser report

• Directors recommendation

Summary of proposed transaction

5

• A placement of 10 million shares at $1.39.

• OBECTIVE: Provides cash to the company to reduce bank debt. Placement

• An offer to purchase shares at $1.39 from any shareholder who would like to exit or reduce their shareholding.

• OBJECTIVE: Provides a “liquidity event” for shareholders to sell some (or all) of their shares at $1.39.

Offer to purchase

• A 1 for 8 non-renounceable rights issue at $1.39 for shareholders who do not want to sell but would like to increase their shareholding.

• OBJECTIVE: Allow shareholders who don’t sell to also invest at the same price as JBS ($1.39).

Rights issue

• If required, after the above have been completed, a further placement at $1.39 to provide JBS a shareholding of 50.1%.

• OBJECTIVE: Allows JBS to reach 50.1% also provides further capital to deliver on strategy

Top up

JBS’s investment offer is in the form of a Scheme of Arrangement (‘the Scheme’) and consists of the following three components.

What do Shareholders need to do?

Action - Part 1

All shareholders asked to vote for or against the scheme at the meeting or by Proxy. If not attending the meeting on the 26th November then proxy forms should be with the Share register by 24th November 2015.

Action - Part 2

In addition, all shareholders also need to decide if they want to:

a. sell shares to JBS or b. hold (do nothing) or c. take up rights

Important to note that you should consider and decide on your actions here even if you vote against the scheme. Your acceptance form (either accepting JBS offer or taking up your rights) needs to be completed and returned to the share registrar by 24 November 2015.

Voting options and outcomes

No

● Return to planning for a discounted rights issue for $15-$20m.

● No liquidity event to sell shares.

Yes

Sell shares to JBS at $1.39 and do

not participate in rights issue.

Retain shares and can take up 1:8 rights issue at

$1.39.

Either

or

JBS Institutional Presentation

A Global Food Company

JBS Global

LTM to 2Q15 Net Revenue of R$137.8 billion (NZ$64.3 billion)

Second largest global food company according to Bloomberg ranking¹

Capacity to process 100,000 bovines per day in 73 units in seven countries

Capacity to process 72,000 hogs per day in 11 units in Brazil and the United

States

Capacity to process more than 13 million birds per day in 58 units in the Americas

Capacity to produce more than 100 thousand hides per day in 31

units worldwide

More than 215 thousand employees around the world

Bovines 40%

Poultry

20%

Pork 10%

Prepared &

Others 30%

LTM Revenue

2 Note 1. Based on 2013 Net Sales

2Q15

R$137.8 bi

Presence in 20+ countries, Exports to 150+ countries and more than

300,000 clients

Note 1. It considers only domestic sales

Note 2. Includes beef and lamb operations in the USA and Australia

Unique Global Protein Platform

Tokyo

Taipei

Hong Kong

Shanghai

Santiago

Dubai

Moscow

London Ghent

Hamburg

Chicago Toronto

São Paulo

(headquarter)

Sales office

Sales office presence

Production Platform

North America

~49% of JBS’ revenue¹,²

South America

~17.6% of JBS’ revenue¹,3

Seoul

Caracas Exports

~30.7% of JBS’ revenue

1

0

Note 3. Includes leather and hides operations in Brazil, Uruguay, Mexico, Germany, Vietnam and China and also Rigamonti operations in Italy.

JBS – A strong strategic partner for Scott

JBS diversified products portfolio shows a consistent growth

performance

2013

EBITDA Margin(%)

2011 2012

EBITDA (R$ billion)

2009 2010

Net Revenue (R$ billion)

- Sales CAGR: 33%

- EBITDA CAGR: 47%

0.6 1.2 1.3 3.5 3.1 4.4

6.1

11.1 13.2

14.1

30.3 34.3

54.7 61.8

92.9

75.7

120.5

137.8

2007 2008 2014 LTM2Q15

4.3%

1

1

3.8% 3.7%

5.5% 5.0%

5.8% 6.6%

9.2% 9.6%

JBS – A successful history of corporate activity

EBITDA and EBITDA margin

US$

Proven M&A and turnaround track record

More than 50 acquisitions in the last 10 years

2007

Pre JBS

LTM

Q2/2015

2009

Pre JBS

LTM

Q2/2015 LTM

Q2/2015

2013

Pre JBS

2,638M

1,592M

1,611M

6.2% 18.8% 17.2%

1

2

US$ R$

Mission

“

”

To be the best in what we set out to do, completely

focused on our business, ensuring the best products

and services for our customers, consistency for our

suppliers, profitability for our shareholders and the

opportunity of a better future for all our team

members.

JBS’ Values

DETERMINATION Be relentless. Deliver superior results. Adopt a sense of urgency. Make things happen.

SIMPLICITY Be practical. Focus on what is important. Adopt a hands-on approach. Avoid bureaucracy.

AVAILABIL ITY Be receptive and open. Always be prepared and motivated to take on new challenges.

HUMILITY Listen. Be helpful and thoughtful. Act with respect. Prioritize the team over yourself. Value the opinion of others.

SINCERITY Be direct, truthful and transparent. Respectfully express opinion. Know how to say no, but be positive and offer solutions.

DISCIPLINE Be punctual. Fulfill commitments. Deliver results. Do not make excuses.

OWNERSHIP Be committed to results. Focus on details. Take responsibility.

JBS Australia

Company Overview

JBS Australia Management

Wesley Batista

Global CEO

JBS USA

André Nogueira

CEO

JBS Australia

Brent Eastwood

CEO

COO Northern

Anthony Pratt

COO Primo

James Cleary

Manager Human

Resources

Michael Doyle

CFO

Edison Alvares

Mgr. Corp. & Regulatory

Affairs

John Berry

Director Andrews Meats

Peter Andrews

DR Johnston General

Manager

Harry Tancred

COO Southern

Sam McConnel

André Nogueira

CEO of JBS USA

CEO of JBS USA since 2013; Began his career at JBS in 2007, serving as CFO through 2011 and as CEO of JBS

Australia throughout 2012; Prior to JBS, he held corporate banking positions at Banco do Brasil in the U.S.

and Brazil; Currently serves on the Board of Directors and Executive Committee of the North

American Meat Institute, Rabobank North America Advisory Board, and the Colorado State University, College of Agricultural Sciences, Dean’s Leadership Council.

Wesley Batista Global CEO of JBS

CEO of JBS since 2011; Previously acted as CEO of JBS Mercosul and JBS USA; Shareholder of J&F Participações, the controlling entity of Grupo JBS, and

member of the Board of Directors; Works at JBS Group since 1988.

CEO of JBS Australia since September 2012; Previously served as COO for JBS Australia (Northern); Eastwood has held several executive roles at JBS USA including Head of JBS

Trading Worldwide, VP Beef Sales USA and President of JBS Carriers USA; Prior to JBS, Eastwood held positions at Australia Meat Holdings, the DR Johnson

Group and served three years as CEO of the ConAgra Trade Group in Sydney; Member of the Business Council of Australia’s Global Engagement Taskforce.

Brent Eastwood CEO of JBS Australia

JBS Australia Footprint

JBS Australia is one of Australia’s leading prepared foods, beef and pork producers, with a national footprint

JBS Australia – Business Divisions

01 pork abattoir

Processing Capacity: 20,000 hogs / week

Pork

09 beef processing facilities & 05 feedlots

Processing Capacity: 10,000 bovine / day

Beef

03 Smallgoods manufacturing units and 02 case ready units

Processing Capacity: +5,000 tons of products / week

Smallgoods and Case Ready

Smallgoods (3)

Case Ready (2)

Pork abattoir (1)

* 37 retail butcher stores located in NSW / QLD

Beef abattoir (9)

Lamb abattoir (5)

Beef feedlot (5)

Western Australia

(WA)

Northern Territory

(NT)

South Australia

(SA)

Queensland

(QLD)

New South Wales

(NSW)

Victoria

(VIC)

Tasmania

(TAS)

New Zealand

(NZ)

05 lamb processing facilities

Processing Capacity: 23,000 lamb / day

Lamb

+12,300 employees

Distribution center (14)

*Note: colors on the map refer to the graphs in the next slide

JBS Australia Operations

Acquisition of

Australian

Meat Holdings

(AMH)

(04 facilities &

04 feedlots)

History of High Growth and Leadership

Acquisition of

Tasman Group

(06 facilities &

01 feedlot)

Majority shareholding of Andrews Meat

Industry (value-add &

domestic distribution

network)

Acquisition of

Rockdale

(01 facility &

01 feedlot)

Acquisition of

Tatiara

(01 facility)

JBS Australia has grown significantly over the last 8 years through the strategic acquisitions of complimentary

business, that have been successfully integrated

Acquisition of Primo Smallgoods

Net Revenue (AU$ million)

2007 2008 2009 2010 2014 2015

2,630 2,951

3,181 3,509

4,420

5,007

915

5,922

2010 2011 2012 2013 2014 2015E

+125%

JBS Australia Evolution JBS Farm Assurance – example of leadership and innovation

Implemented in 2011 Features

Free range

Grass fed

No antibiotics

No hormones (HGPs)

ISO/IEC 17065 3rd party (independent) audited

No GMOs

Benefits

Developed though strong (international) market

consultation – supply and demand

Gives customers the guarantees they deserve.

Covering: Food safety, Animal welfare, Quality

assurance, Traceability and OHS

An integral part of farm management practices

Primo 9M

Step 3: Develop leading consumer brands

Step 2: Expand distribution platform to reach clients; sell direct to customers in foreign markets

Step 1: Develop efficient and diversified global processing platform; optimize mix

Processing platform

Branding

Value added products

Sales and distribution platform

4+%

8+%

10+%

JBS Australia has created an integrated platform that increasingly captures maximum value across the value chain

JBS Australia Strategy

Why does JBS S.A. want to take a shareholding in Scott?

20

Industry 1.0

•Mechanisation using water and steam

Industry 2.0

•Mass production using electrical power

Industry 3.0

•Digital revolution

Industry 4.0

•Computerisation of manufacturing

End of 18th Century

Start of 20th Century

Start of 1970s

Since 2010

Early adopters • Automotive • Warehousing

Mid adopters • Furniture • Mining

Late adopters • Electronics • Agriculture

Scott is a leading supplier of

automated and robotic equipment

solutions that improves productivity,

reliability and safety across a diverse

range of industries.

Industry 4.0 (i.e. the computerisation and

automation of manufacturing activities) is still at

an early stages in the meat processing sector.

This automation can provide JBS with important

yield, productivity and efficiency gains along with

food and staff safety improvements.

Scott’s current relationship with JBS Australia

Over the past two, JBS Australia and Scott have worked together installing an automated

meat processing system for its lamb plant in Bordertown and elsewhere in Australia.

The production line at Bordertown is

running daily, at commercial line speeds

(approx. 10 head of sheep per minute or

approx. 8,000 per day).

Rather than leading to redundancies, staff

have been relocated to other parts of the

plant, with consequent expansion in

throughput.

Scott’s automation equipment is also

operating at JBS’s Brooklyn plant (lamb)

and beef plants at Dinmore and Beef City.

An overview of Scott’s Research & Development

Annual EBITDA and R&D Spend (NZ$m)

22

In excess of $40m (~10% of revenue) spent on R&D over the past six years.

Scott's patent portfolio has increased four-fold

(from 7 to 35) over the past six years. More than

20 patent applications are pending.

New meat processing products, Milktech and

other automated products are at or near the

commercialisation phase.

Currently in the process of commercialising MAR’s

Bladestop (under license) as well as Rocklabs’

Boyd Crusher Elite.

Active IP management through trademarking.

0

2

4

6

8

10

12

14

16

18

2010 2011 2012 2013 2014 2015

$ M

illio

ns

EBITDA R & D Spend

Scott’s involvement in automating the meat processing sector

X-Ray Primal and Grading

Middle Forequarter Hindquarter

23

•To apply Scott’s automation technology to revolutionise the meat processing sector.

Goal

• Scott uses advanced imaging and sensing to measure and determine the composition of each carcass.

• The yield of each carcass is optimised by using robotic equipment for precision cutting and processing. How

• Higher yield, reduced waste, labour efficiency, health and safety improvements. Key Benefits

• 23 patents secured across different processes and in different geographical regions;

• First and only company (to date) to handle extreme carcass variation within automation process;

• X-ray is key patented enabling technology.

Scott’s achievements

• Further automation and expansion into other meat processing lines (e.g. beef and pork);

• New technologies (automation of different cuts, downstream processing and packing);

• Expansion into new geographies (e.g. Asia, USA, South America).

Growth drivers

Patent protection within meat processing

24

The Future

Additional beef applications

Pork (X-ray trials under way)

Band saw safety (Bladestop)

FY03 FY04 FY05 FY06 FY07 FY08 FY09 FY10 FY11 FY12 FY13 FY14 FY15

X-Ray (NZ,

Rotary Primal (NZ, Au,

Beef Aitchbone & Knuckle Puller

De-Gambrelling

Knuckle Tipping

Bone In Processing

Chine

Hindquarter (NZ)

Primal (NZ, Australia and UK)

X-Ray (NZ, Australia)

Rotary primal (NZ, Australia and UK)

Beef aitchbone & knuckle puller (NZ, Au, UK and Mexico)

De-gambrelling (NZ, Australia and UK)

Knuckle tipping (NZ, Australia and UK)

Bone in processing (NZ - via 3 individualpatents)

PendingUS, China,

Mexic, Canada,

Au, Brazil

Chine boning (NZ) PendingAustralia, UK

Further complementary opportunities with meat industry customers

25

BladeStop

Prevention of band saw accidents. (trials already underway at 12 sites)

General Automation & Robotics

Packing lines, distribution and value add processing

The Board of Directors, staff and day-to-day operations

26

• Senior management will not change and staffing levels will continue to be determined by our current business strategies;

• JBS will not be involved in the day to day operating of Scott (although influence will come from the Board).

Management and staff

• JBS will have Board representatives appointed to give them proportional representation;

• The Chairman is expected to remain independent;

• NZX listing requirements for at least two independent directors;

• Existing policies to remain.

Governance

• Scott will continue to pursue ambitions in all market sectors (not just meat);

• Scott will continue to service existing and new customers regardless of their competitive relationship with JBS;

• There are no plans by JBS to move or otherwise change any part of the business.

Day to day operations

BUSINESS AS USUAL! JBS believes it is important the unique culture and character of Scott remains intact, independent and

subject to normal business forces; and market tensions

Independent Advisers Report (Northington Partners)

27

• “The full underlying value of Scott’s shares is in a range between $1.08 and $1.26 per share”

• “The $1.39 purchase price is approx. 10% higher than the top end of our value range and we therefore conclude that the JBS Offer is full priced”.

Northington’s Valuation

Range

• “The most fundamental collective decision is whether or not to approve the Scheme of Arrangement and thereby cede control of the company to JBS”. Key factors that Scott shareholders need to consider are as follows:

• New capital is needed but alternatives are limited;

• “JBS will potentially provide strategic benefits to Scott”;

• “Scott will continue to face significant challenges if the business continues under its current structure”;

• “The Offer prices represents a meaningful premium over our assessed value range”.

Northington’s Summary

Directors recommendation to shareholders

The independent Directors are in favour of the scheme of arrangement and encourage all shareholders to vote for its approval.

The Directors acknowledge that your subsequent decision (if the scheme of arrangement is approved) to either sell, hold or to invest further, is a personal decision by you as an individual.

Remember …

Completion of transaction is five business days after final Court order (which will be on receipt of Overseas Investment Office approval)

28

Action

Your first decision is whether to support the scheme and should be cast

at the meeting on the 26th November or by proxy which needs to be

with the share registrar by 24 November

Your further decision to either sell, hold or invest more by taking up

your rights also needs to be made now and the appropriate forms

completed and sent to the share registrar

By 24 November

✔