JBS N.V. Subsidiary Enters Association Agreement with Viva Holding to Form 50/50 Leather Joint Venture 'JBS Viva'

Event Overview

On September 15, 2026, JBS N.V. announced via Form 8-K that its wholly-owned Brazilian subsidiary, JBS S.A., entered into an Association Agreement governed by Brazilian law with Viva Holding Ltda. (alongside guarantors and consenting parties Vanz Holding Ltda., Viposa Participações Ltda., Viva S.A., and JBS Couros Brasil Ltda.). The transaction combines the leather production, processing, and commercialization assets and operations of JBS S.A. and Viva under a combined company named "JBS Viva".

Key Terms & Structure of the Transaction

1. Ownership Structure:

   • Immediately following closing, JBS Viva will be owned 50% by JBS S.A. and 50% by Viva Holding.
   • JBS S.A. will subscribe to new common shares of JBS Viva by contributing 100% of the quotas of JBS Couros Brasil Ltda. (which will hold the transferred leather assets).

2. Governance Parity:

   • Board of Directors: Up to six members (3 appointed by JBS S.A., 3 appointed by Viva Holding).
   • Leadership Positions: JBS S.A. will appoint the Chairman of the Board (no casting vote) and the Chief Financial Officer (CFO). Viva Holding will appoint the Chief Executive Officer (CEO) and Chief Operating Officer (COO).

3. Scope of Assets Included:

   • Assets related to leather production of JBS S.A. and its foreign subsidiaries.
   • Viva's leather production assets as well as chemical product manufacturing and commercialization used in leather processing.

4. Excluded Assets & Businesses:

   • Collagen and gelatin operations of both parties.
   • Leather assets and operations at JBS's Cactus, Texas facility.
   • JBS S.A. leather assets located in Germany, Uruguay, and Mexico.
   • Viva assets not currently utilized in leather operations.

5. Commercial & Supply Agreements:

   • Leather Supply Agreement: JBS S.A. will supply raw hides from its Brazilian slaughterhouses to JBS Viva.
   • Raw Material Supply Agreement: JBS Viva will sell back trimmings and shavings generated during processing to JBS S.A. for its gelatin and collagen business.

Conditions to Closing

The transaction is subject to customary closing conditions precedent, including applicable regulatory clearances and internal corporate reorganizations.