The Company’s shares are listed for trading in B3 under the symbol “JBSS3”. JBS has its shares listed in the “Novo Mercado” segment, the highest level of the differentiated corporate governance practices, where only common shares are traded. JBS’s shares are also traded as ADRs in the Over the Counter-Pink Sheets Platform (OTCQX) in New York, under the ticker JBSAY.
Each common share entitles its owner to one vote in JBS general and special shareholders’ meetings. According to the rules of Novo Mercado segment, JBS cannot issue shares without voting rights or with restricted voting rights. Moreover, as determined in the Company’s by-laws and the Brazilian corporation law, JBS shareholders have the right to receive dividends and other distributions made in connection with the Company’s common shares in proportion to their ownership interest in the Company’s share capital.
Holders of JBS’ common shares are entitled to be included in a public tender offer in the case that a controlling stake in the Company is sold and the minimum price to be offered for each share is 100.0% of the price paid per share of the controlling stake.
In event of JBS dissolution, the Company’s shareholders have the right to receive payments proportional to their ownership interest in JBS’ share capital, after the settlement of all the Company’s obligations. Owners of JBS’ common shares have the right participate in the Company’s share capital increases, in proportion to their ownership interest in JBS’ share capital, but are not obligated to subscribe to new shares in future share capital increases.
According to the Brazilian corporation law, neither JBS’s by-laws nor actions taken at a shareholders’ meeting may deprive a shareholder of the following rights:
- The right to participate in the distribution of profits; the right to participate, in proportion to ownership interest in JBS’ share capital, in the distribution of any residual assets in the event of the Company’s dissolution;
- The right to preemptive rights in relation to the subscription of shares, convertible debentures or subscription bonuses, except in the circumstances described in the Brazilian corporation law; and
- The right to inspect, in the manner set forth in the Brazilian corporation law, the management of corporate business.
Each purchaser of JBS common shares in the United States will be deemed to have agreed not to deposit such common shares into an unrestricted global depositary receipt facility for as long as those shares are “restricted securities” within the meaning of Rule 144 under the Securities Act and to have represented and agreed as follows:
The purchaser:
- (i) Is a qualified institutional buyer and is aware that the sale of JBS common shares to it is being made in reliance on exemptions from the registration requirements of the Securities Act and such acquisition will be for its own account or for the account of a qualified institutional buyer; or
- (ii) A person who, at the time the buy order for the common shares was originated, was outside the United States and was not a U.S. person (and was not purchasing for the account or benefit of a U.S. person) within the meaning of Regulation S under the Securities Act;
In making its decision to purchase the common shares, the purchaser:
- (i) has made its own investment decision regarding the common shares based on its own knowledge;
- (ii) has had access to such information as it deems necessary or appropriate in connection with its purchase of the common shares; and
- (iii) has sufficient knowledge and experience in financial and business matters and expertise in assessing credit, market and all other relevant risk and is capable of evaluating, and has evaluated independently, the merits, risks and suitability of purchasing the common shares; and
JBS common shares have not been, nor will they be, registered under the Securities Act and may not be re-offered, resold, pledged or otherwise transferred except: (i) (a) to a person who the purchaser reasonably believes is a qualified institutional buyer in a transaction meeting the requirements of Rule 144A, (b) outside the United States in a transaction complying with Rule 903 or Rule 904 of Regulation S or (c) pursuant to an exemption from registration under the Securities Act provided by Rule 144 thereunder (if available); and (ii) in accordance with all applicable securities laws of the states of the United States.
International Investors (institutions and individuals) are allowed to hold any asset class available to domestic investors in Brazil. According to the CMN (Brazilian Monetary Council) Resolution 2689, since international investors are not established or resident in the country, it is necessary to hire an institution to act as:
Legal Representative: Responsible to present all the registration information of the investor to the Brazilian Authorities. When the representative is an individual or a non-financial corporation, the investor must indicate a financial institution duly authorized by the Central Bank that will be jointly and severally responsible for the representative’s obligation.
Fiscal Representative: Responsible for taxes and fiscal issues on behalf of the investor before the Brazilian Authorities.
Custodian: Responsible to hold updated reports and control all the assets of the international investor in segregated accounts, and provide this information anytime it is required, to the Authorities and to the investor.
The financial assets and securities traded as well as other forms of financial applications must be registered, held in custody or maintained in deposit accounts at an appropriated authorized institution authorized by the CVM or Central Bank.
Other information about how to invest in JBS shares may be obtained at CVM.
An American Depositary Receipt (ADR) represents an ownership interest in a global security. Each ADR represents a designated number of ordinary shares traded in the home market. Using a U.S. depositary bank, ADRs are traded in U.S. dollars by broker-dealers, during U.S. trading hours, making it easier for U.S. investors to hold global investments.
JBS has a Level 1 ADR.
What is the value of an ADR for a U.S. investor?
- ADRs make it easier for U.S. investors to invest in global securities:
- ADRs can be traded in U.S. dollars through a U.S. broker-dealer during regular U.S. trading hours, when local markets may be closed.
- Efficient pricing and depth of trading is connected to home market liquidity through convertibility to ordinary shares.
- Dividends are paid and taxable in U.S. dollars, and local taxes are managed by the depositary bank.
- Clear information channels provide U.S. investors with easy access to company news and disclosure through a U.S. trading symbol.
What is a Level 1 ADR program?
Level 1 ADR programs, which account for 75% of all ADRs, are publicly traded on one of OTC Markets Group’s three marketplaces: OTCQX®, OTCQB® or OTC Pink®. Establishing a Level 1 ADR program requires that a company make its local exchange and home country disclosure available in English to U.S. investors, but does not require full SEC registration. This enables internationally listed companies to provide the benefits of trading on a well-regulated U.S. public trading market to their U.S. investors, while reducing duplication in reporting requirements. Level 2 and Level 3 ADRs are listed on either the New York Stock Exchange or NASDAQ.
The established global companies that qualify to trade on OTCQX are distinguished from other Level 1 ADR programs through the quality of their operations, timeliness of their disclosure and their level of investor engagement.
How can I trade JBS ADR?
An ADR is traded in the same manner as a U.S. security, during U.S trading hours, through the U.S. broker-dealer of your choice, including online brokerages and investment advisors.
How are dividends paid and taxed?
Dividends are paid and taxable in U.S. dollars. Local taxes are managed by the depositary bank.
Where can U.S. investors find price quotes?
Investors can find real-time quote data for our ADR here: JBSAY
All JBS’ material facts, earnings results and other notices to the market are published simultaneously at CVM/Bovespa and at the investor relations area of the Company’s website (http://www.jbs.com.br/), and sent later by email to persons registered to receive this information.
Complete financial statements are published annually on the newspapers “O Estado de São Paulo“ and “Diário Oficial do Estado de São Paulo”. Quarterly financial statements, press releases, presentations, material facts and notices to shareholders are available in the investor relations area of JBS’ website (http://www.jbs.com.br/). Other information about the Company also may be obtained on the website of São Paulo Stock Exchange (http://www.bovespa.com.br/) and at the Securities and Exchange Commission of Brazil – CVM (http://www.cvm.gov.br/).
JBS S.A.
Investor Relations Office
Avenida Marginal Direita do Tietê, 500
Vila Jaguara, São Paulo, Brazil
05118-100
e-mail: ir@jbs.com.br
http://www.jbs.com.br/ir
E-mails sent to JBS’ IR team will be answered within 24h (on working days)
Guilherme Perboyre Cavalcanti – Investor Relations Officer
Christiane Assis – Investor Relations Director
Pedro Bueno – Investor Relations Manager
Felipe Brindo – Investor Relations Coordinator
Vítor Figueira – Investor Relations Analyst
Amanda Narihisa – Investor Relations Analyst
Corporate Office
Avenida Marginal Direita do Tietê, 500
Vila Jaguará, São Paulo
05118-100
Phone: (+5511) 3144-4000
Any questions not related to analysts and investors must be directed to JBS’ Contact Form.
From time to time, JBS discloses so-called non-GAAP financial measures, primarily EBITDA. EBITDA means net income before net financial expenses, income and social contribution taxes, depreciation and amortization, non-operating result, equity equivalence and minority interests. EBITDA is not Brazilian or the U.S. GAAP measurement, does not represent cash flows for the periods presented and should not be considered alternatives to net income as an indicator of JBS’ operating performance or as an alternative to cash flows as an indicator of liquidity. EBITDA does not have a standardized meaning and JBS’ definition of EBITDA may not be comparable to EBITDA as used by other companies.
Although the EBITDA does not provide, according to the Brazilian Accounting Principles (BR GAAP) or the U.S. Accounting Principles (US GAAP), measures of the operational cash flows, JBS management uses EBITDA to measure its operating performance. Additionally, the Company management believes that disclosure of EBITDA can provide useful information to investors, financial analysts and the public in their review of the Company’s operating performance and its comparison to the operating performance of other companies in the same industry and other industries.
The principal holders of JBS’ outstanding common shares and their respective shareholdings can be seen here.
