JBS (NYSE: JBS) schedules 2026 AGM with US$1 dividend and 10% share buyback authority
Rhea-AI Filing Summary
JBS N.V. has called its 2026 annual general meeting for April 30, 2026 in Amsterdam, setting out agenda items on 2025 results, governance and capital authorizations. The Board will present 2025 financial and non-financial performance and propose adoption of the 2025 annual accounts audited by KPMG.
The Board confirmed that 2025 profits will be added to reserves, while a previously approved dividend of US$ 1 per share from distributable reserves is scheduled for payment on June 17, 2026 to shareholders of record on May 18, 2026. Shareholders are also asked to grant discharge to directors for 2025 performance and to reappoint a broad slate of executive and non-executive directors, including the CEO, chairman and several independent board members.
KPMG Accountants N.V. is proposed for reappointment as external auditor for 2026. The Board seeks fresh 18‑month authorizations to issue up to 10% of issued share capital, to limit or exclude pre‑emptive rights up to the same level, to repurchase up to 10% of Class A shares and BDRs within defined price bands, and to cancel repurchased shares. The notice also details record date, registration, proxy and voting procedures for shareholders and Brazilian depositary receipt holders.
Positive
- None.
Negative
- None.
Insights
JBS combines a cash dividend with fresh issuance and buyback flexibility under standard Dutch governance practice.
JBS plans a US$ 1-per-share dividend from distributable reserves while retaining 2025 profits in reserves. This separates its stated dividend policy from annual profit allocation and relies on accumulated reserves to fund cash returns.
The company asks shareholders to renew authority to issue up to 10% of issued share capital and to limit pre-emptive rights by the same amount for 18 months. It also requests a matching 10% share and BDR repurchase authorization with a ceiling of 110% of market price, plus permission to cancel repurchased shares.
This mix of potential issuance and buybacks is common for Dutch issuers and does not itself change valuation. Actual impact will depend on how actively JBS uses these tools after the April 30, 2026 AGM and within the authorization window through October 30, 2027.
Key Figures
Key Terms
Dutch Corporate Governance Code regulatory
Brazilian Depositary Receipts financial
Record Date regulatory
volume-weighted average price financial
Proxy Representative regulatory
distributable reserves financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer Pursuant to Rule 13a-16 or
15d-16 of the Securities Exchange Act of 1934
For the month of April 2026
Commission File Number: 001-42678
JBS N.V.
(Exact Name as Specified in its Charter)
N/A
(Translation of registrant’s name into English)
Stroombaan 16, 5th Floor,
1181 VX, Amstelveen, Netherlands
(Address of principal executive offices)
(Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.)
Form 20-F: ☒ Form 40-F: ☐
EXHIBIT INDEX
| Exhibit Number | Description of Document | |
| 99.1 | AGM 2026 – Agenda and Explanatory Notes | |
| 99.2 | AGM 2026 – Notice of The Annual General Meeting of JBS N.V. |
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: April 8, 2026
| JBS N.V. | ||
| By: | /s/ Guilherme Perboyre Cavalcanti | |
| Name: | Guilherme Perboyre Cavalcanti | |
| Title: | Chief Financial Officer | |
2
Exhibit 99.1
AGENDA AND EXPLANATORY NOTES
FOR THE 2026 ANNUAL GENERAL MEETING OF
SHAREHOLDERS OF JBS N.V.
To be held on Thursday, April 30, 2026 at 10.00 A.M. CEST
in Sheraton Amsterdam Airport Hotel, Schiphol Boulevard 101, 1118 BG Amsterdam, the Netherlands
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AGENDA FOR THE 2026 ANNUAL GENERAL MEETING OF SHAREHOLDERS OF JBS N.V. (“JBS”), TO BE HELD ON APRIL 30, 2026 AT 10.00 A.M. CEST (THE “2026 AGM”)
| 1. | Opening |
| 2. | Financial year 2025 |
| 2a. | Report of the Board on JBS’ financial and non-financial performance for the financial year 2025 (discussion item) |
| 2b. | Policy on additions to reserves and on dividends (discussion item) |
| 2c. | Implementation of the Dutch Corporate Governance Code 2025 (discussion item) |
| 2d. | Adoption of the annual accounts for the financial year 2025 (voting item) |
| 3. | Discharge of the Directors in respect of the performance of their duties during the financial year 2025 (voting item) |
| 4. | Composition of the Board of Directors: Director reappointments |
| 4a. | Reappointment of Mr. Gilberto Tomazoni as Executive Director (voting item) |
| 4b. | Reappointment of Mr. Jeremiah O’Callaghan as Non-Executive Director and as Chairman of the Board (voting item) |
| 4c. | Reappointment of Mr. Wesley Mendonça Batista as Non-Executive Director (voting item) |
| 4d. | Reappointment of Mr. Joesley Mendonça Batista as Non-Executive Director (voting item) |
| 4e. | Reappointment of Ms. Kátia Regina de Abreu Gomes as Non-Executive Director (voting item) |
| 4f. | Reappointment of Mr. Paulo Bernardo Silva as Non-Executive Director (voting item) |
| 4g. | Reappointment of Mr. Carlos Hamilton Vasconcelos Araújo as Non-Executive Director (voting item) |
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| 4h. | Reappointment of Mr. Henrique de Campos Meirelles as Non-Executive Director (voting item) |
| 4i. | Reappointment of Mr. Raul Alfredo Padilla as Non-Executive Director (voting item) |
| 5. | Reappointment of KPMG Accountants N.V. as JBS’ statutory external auditor for the financial year 2026 (voting item) |
| 6. | Authorization of the Board to issue Shares (voting item) |
| 7. | Authorization of the Board to limit or to exclude pre-emptive rights (voting item) |
| 8. | Authorization of the Board to acquire Class A Common Shares (voting item) |
| 9. | Cancellation of Shares (voting item) |
| 10. | Closing |
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EXPLANATORY NOTES TO THE AGENDA FOR THE 2026 ANNUAL GENERAL MEETING
| 1. | Opening |
| 2. | Financial year 2025 |
| 2a. | Report of the Board on JBS’ financial and non-financial performance for the financial year 2025 (discussion item) |
Presentation by JBS’ board of directors (the “Board”) on the financial and non-financial performance of JBS in the financial year 2025.
The management report prepared by the Board is contained in the Company’s annual report for the financial year 2025 (the “Annual Report 2025”). For further details, please refer to the Annual Report 2025.
| 2b. | Policy on additions to reserves and on dividends (discussion item) |
The Board will explain JBS’ dividend policy.
In accordance with JBS’ articles of association (the “Articles of Association”), the Board has resolved that the profits over the financial year 2025 will be allocated to JBS’ reserves.
As announced on March 25, 2026, the Board approved the payment of dividends from the distributable reserves maintained by JBS of US$ 1 per share, to be paid on June 17, 2026. Shareholders of record as of the close of trading on May 18, 2026, shall be entitled to receive the dividends.
For more information on JBS’ dividends and appropriation of profits, please refer to the Annual Report 2025.
| 2c. | Implementation of the Dutch Corporate Governance Code 2025 (discussion item) |
The Dutch Corporate Governance Code (the “Dutch Code”) provides for recommendations on governance for Dutch listed companies, on a comply or explain basis.
In March 2025, an updated version of the Dutch Code was published (the “2025 Code”). The 2025 Code replaces the Dutch Code published in 2022. The Company is required to first report on its compliance with the 2025 Code in the Annual Report 2025.
The management report, including non-financial information and compliance with the amended Dutch Code, prepared by the Board is contained in the Annual Report 2025. For further details, please refer to the Annual Report 2025.
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| 2d. | Adoption of the annual accounts for the financial year 2025 (voting item) |
It is proposed that the annual accounts for the financial year 2025 and subsequent years are drawn up in English and to adopt the annual accounts for the financial year 2025 as drawn up by the Board.
KPMG Accountants N.V. has audited the annual accounts for the financial year 2025 and has issued an auditor’s report thereon. The auditor is available for questions regarding the audit of the annual accounts for the financial year 2025.
| 3. | Discharge of the Directors in respect of the performance of their duties during the financial year 2025 (voting item) |
It is proposed to grant discharge from all liability to:
| (i) | each Executive Director (including any temporary replacements for Executive Directors) of JBS in office in the financial year 2025 in respect of the performance of its duties; and |
| (ii) | each Non-Executive Director (including any temporary replacements for Non-Executive Directors) of JBS in office in the financial year 2025 in respect of the performance of their duties, |
as such performance is apparent from the Annual Report 2025 or other public disclosures prior to the adoption of the annual accounts for the financial year 2025.
| 4. | Composition of the Board of Directors: Director reappointments |
JBS N.V. has a one-tier board of directors. Each director is appointed for a term of one year, which period ends immediately after the annual general meeting held in the calendar year following the year of his or her appointment.
Each of the individuals nominated for (re)appointment below, is nominated for reappointment for a term of one year, ending immediately after the annual general meeting held in 2027.
| 4a. | Reappointment of Mr. Gilberto Tomazoni as Executive Director (voting item) |
Mr. Gilberto Tomazoni, 67 years old, has been a member of the board of directors and Chief Executive Officer of JBS (including its predecessor JBS S.A.) since 2019 and chairman of the Sustainability Committee since 2025 and a member of the Compensation Committee since 2026. Mr. Tomazoni has also been JBS S.A.’s Global Chief Executive Officer since December 2018.
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Mr. Tomazoni has extensive experience in, and knowledge of, the food industry. He worked at Sadia for 27 years, where he started as a trainee and became Sadia’s chief executive officer. He served for three years as vice president of Bunge Alimentos, managing the food and ingredients business, and was also the executive director for their South and Central American business. He joined JBS S.A. as Global President of the poultry business in 2013, and subsequently led the establishment of Seara as its chief executive officer. In 2015, he was named President of JBS’ Global Operations. In 2013, he was named chairman of PPC’s board of directors. He is also a member of the International Advisory Council of Fundação Dom Cabral (FDC). Mr. Tomazoni holds a degree in mechanical engineering from Universidade Federal de Santa Catarina in Santa Catarina, Brazil and a postgraduate degree in management.
The Board, following the recommendation of the Board’s Nominating Committee, has decided to nominate Mr. Tomazoni for reappointment as Executive Director.
On March 25, 2026, Mr. Tomazoni held 5,858,958 Class A Common Shares (including Brazilian Depositary Receipts for Class A Common Shares (“JBS BDRs”)) in the share capital of JBS.
| 4b. | Reappointment of Mr. Jeremiah O’Callaghan as Non-Executive Director and Chairman of the Board (voting item) |
Mr. Jeremiah O’Callaghan, 72 years old, has been Chairman of the board of directors of JBS (including its predecessor JBS S.A.) since October 2017. He also serves as member of the Sustainability Committee since 2025 and member of the Nominating Committee since 2026.
Mr. O’Callaghan holds a degree in civil engineering from the University College Cork in Ireland. Mr. O’Callaghan entered the beef industry in 1983 and joined JBS in 1996 to develop JBS’ international trade. He has more than 30 years of experience in the beef production industry.
The Board, following the recommendation of the Board’s Nominating Committee, has decided to nominate Mr. O’Callaghan for reappointment as Non-Executive Director. The Board has also decided to nominate Mr. Jeremiah O’Callaghan for reappointment as Chairman of the Board.
Mr. O’Callaghan does not qualify as independent in accordance with the Dutch Code and the NYSE rules.
On March 25, 2026, Mr. O’Callaghan held 117,175 Class A Common Shares (including JBS BDRs) in the share capital of JBS.
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| 4c. | Reappointment of Mr. Wesley Mendonça Batista as Non-Executive Director (voting item) |
Mr. Wesley Mendonça Batista, 55 years old, has been a member of the board of directors of JBS (including its predecessor JBS S.A.) since 2012 and serves as chairman of the Nominating Committee and Compensation Committee since 2025.
Mr. W.M. Batista is also a co-controlling shareholder of J&F, one of the largest business groups in Brazil. Mr. W.M. Batista brings more than 35 years of experience in the protein industry and provides extensive operational expertise and business management experience to JBS. Mr. W.M. Batista currently serves as Vice President of the J&F Institute, a non-profit organization that was created 14 years ago to transform businesses into companies committed to educating their communities. Additionally, Mr. W.M. Batista is a member of the board of directors of JBS S.A. and PPC.
The Board, following the recommendation of the Board’s Nominating Committee, has decided to nominate Mr. W.M. Batista for reappointment as Non-Executive Director. Mr. Batista will serve as Vice-Chairman of the Board.
Mr. W.M. Batista does not qualify as independent in accordance with the Dutch Code and the NYSE rules.
On March 25, 2026, Mr. W.M. Batista indirectly held 242,734,515 Class A Common Shares in the share capital of JBS and 294,842,184 Class B Common Shares.
| 4d. | Reappointment of Mr. Joesley Mendonça Batista as Non-Executive Director (voting item) |
Mr. Joesley Mendonça Batista, 54 years old, has been a member of the board of directors of JBS (including its predecessor JBS S.A.) since 2012 and serves as a member of the Compensation Committee and the Nominating Committee since 2025.
Mr. J.M. Batista is a co-controlling shareholder of J&F, one of the largest business groups in Brazil. Mr. J.M. Batista brings more than 35 years of experience in the protein industry, expertise in protein production operations and business management experience to JBS. Mr. J.M. Batista currently serves as President of the J&F Institute, a non-profit organization that was created 14 years ago to transform businesses into companies committed to educating their communities. Additionally, Mr. J.M. Batista is a member of the board of directors of JBS S.A. and PPC.
The Board, following the recommendation of the Board’s Nominating Committee, has decided to nominate Mr. J.M. Batista for reappointment as Non-Executive Director.
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Mr. J.M. Batista does not qualify as independent in accordance with the Dutch Code and the NYSE rules.
On March 25, 2026, Mr. J.M. Batista indirectly held 242,734,515 Class A Common Shares in the share capital of JBS and 294,842,184 Class B Common Shares.
| 4e. | Reappointment of Ms. Kátia Regina de Abreu Gomes as Non-Executive Director (voting item) |
Ms. Kátia Regina de Abreu Gomes, 64 years old, has been a member of the board of directors of JBS (including its predecessor JBS S.A.) since July 2023 and serves as a member of the Sustainability Committee since 2025.
Ms. Gomes was the President of the Foreign Affairs Committee of the Brazilian Federal Senate between 2021 and 2022, Brazilian Federal Senator between 2007 and 2021, Minister of Agriculture, Livestock and Supplying of Brazil between 2015 and 2016, Brazilian Federal Deputy between 2003 and 2007, Substitute Brazilian Federal Deputy between 2000 and 2002, President of the Confederation of Agriculture and Livestock—CNA between 2009 and 2014, President of the Federation of Agriculture and Livestock of the State of Tocantins in 1996 and President of the Rural Union of the Municipality of Gurupi in the State of Tocantins in 1994. In addition, Ms. Gomes participated in several commissions and missions abroad and in Brazil.
The Board, following the recommendation of the Board’s Nominating Committee, has decided to nominate Ms. Gomes for reappointment as Non-Executive Director.
Ms. Gomes qualifies as independent in accordance with the Dutch Code and the NYSE rules.
On March 25, 2026, Ms. Gomes held no shares in the share capital of JBS.
| 4f. | Reappointment of Mr. Paulo Bernardo Silva as Non-Executive Director (voting item) |
Mr. Paulo Bernardo Silva, 74 years old, has been a member of the board of directors of JBS (including its predecessor JBS S.A.) since July 2023 and serves as a member of the Sustainability Committee since 2025.
Mr. Silva was Minister of Communications of Brazil between 2011 and 2014, Minister of Planning, Budget and Management of Brazil between 2005 and 2010, Federal Deputy for the State of Paraná in three terms (1991-1995, 1995-1999 and 2003-2007). Mr. Silva was also a career employee at Banco do Brasil (1975-2015), Secretary of State for Finance for the State of Mato Grosso do Sul (1999-2000) and Municipal Secretary of Finance and Planning for the City of Londrina (2001-2002).
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The Board, following the recommendation of the Board’s Nominating Committee, has decided to nominate Mr. Silva for reappointment as Non-Executive Director.
Mr. Silva qualifies as independent in accordance with the Dutch Code and the NYSE rules.
On March 25, 2026, Mr. Silva held no shares in the share capital of JBS.
| 4g. | Reappointment of Mr. Carlos Hamilton Vasconcelos Araújo as Non-Executive Director (voting item) |
Mr. Carlos Hamilton Vasconcelos Araújo, 61 years old, has been a member of the board of directors of JBS (including its predecessor JBS S.A.) since January 2022 and serves as chairman of the Audit Committee since 2025.
Previously, Mr. Araújo was the chief planning officer of Eldorado Celulose Brasil S.A., chief risk officer for Brasilcap Capitalização, deputy governor at the Brazilian Central Bank, Secretary of Economic Policy of the Ministry of Finance of Brazil, chief operation officer and chief financial officer at Banco do Brasil S.A. and chief executive officer of Cateno Gestão de Contas de Pagamentos. In addition, he has served as a member of the board of directors of UBS BB Services, Banco Votorantim, Cielo, BB Seguridade and Neoenergia. Mr. Araújo holds a degree in engineering, a masters and doctorate in economics from Getulio Vargas Foundation and has recognized experience in corporate accounting matters.
The Board, following the recommendation of the Board’s Nominating Committee, has decided to nominate Mr. Araújo for reappointment as Non-Executive Director.
Mr. Araújo qualifies as independent in accordance with the Dutch Code and the NYSE rules.
On March 25, 2026, Mr. Araújo held 5,000 JBS BDRs in the share capital of JBS.
| 4h. | Reappointment of Mr. Henrique de Campos Meirelles as Non-Executive Director (voting item) |
Mr. Henrique de Campos Meirelles, 80 years old, has been a member of the board of directors of JBS since 2025 and serves as a member of the Audit Committee.
Mr. Meirelles was president of the Brazilian Central Bank from 2003 to 2010 and Brazil’s Minister of Finance from 2016 to 2018. During most of his career he worked for BankBoston, where he was the president of the Brazilian operations from 1984 to 1996. In 1996, he became President and Chief Operating Officer of BankBoston Corporation and in 1999 was named President of Global Banking for FleetBoston Financial. He has served as a member of the board of directors of Best Foods Group, Raytheon Company, Fleet Boston and Azul Brazilian Airlines. Mr. Meirelles earned a bachelor’s degree in engineering from the Universidade de São Paulo and a master’s in business administration from the Universidade Federal do Rio de Janeiro—Coppead. Mr. Meirelles attended the Harvard Business School Advanced Management Program.
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The Board, following the recommendation of the Board’s Nominating Committee, has decided to nominate Mr. Meirelles for reappointment as Non-Executive Director.
Mr. Meirelles qualifies as independent in accordance with the Dutch Code and the NYSE rules.
On March 25, 2026, Mr. Meirelles held no shares in the share capital of JBS.
| 4i. | Reappointment of Mr. Raul Alfredo Padilla as Non-Executive Director (voting item) |
Mr. Raul Alfredo Padilla, 70 years old, has been a member of the board of directors of JBS and serves as a member of the Audit Committee, both since 2025.
Mr. Padilla has been an independent member of the board of directors of PPC since April 2022. He served as president of global operations of Bunge Limited until 2021. Prior to serving as president, Mr. Padilla held several leadership positions with Bunge, including president of Bunge South America, president of Bunge Sugar and Bioenergy, managing director of Bunge Global Agribusiness and chief executive officer of Bunge Product Lines. Mr. Padilla has over 40 years of experience in the oilseed processing and grain handling industries in Argentina, beginning his career with La Plata Cereal in 1977. He has served as president of the Argentine National Oilseed Crushers Association, vice president of the International Association of Seed Crushers and Director of the Buenos Aires Cereal Exchange and the Rosario Futures Exchange. Mr. Padilla is a graduate of the University of Buenos Aires. Mr. Padilla has over 40 years of experience in the agribusiness and food business with global responsibilities.
The Board, following the recommendation of the Board’s Nominating Committee, has decided to nominate Mr. Padilla for reappointment as Non-Executive Director.
Mr. Padilla qualifies as independent in accordance with the Dutch Code and the NYSE rules.
On March 25, 2026, Mr. Padilla held 55,000 Class A Common Shares in the share capital of JBS.
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| 5. | Reappointment of KPMG Accountants N.V. as JBS’ statutory external auditor for the financial year 2026 (voting item) |
The Audit Committee has reviewed the performance of the independent auditor. Based on such review, the Audit Committee has recommended the reappointment of KPMG Accountants N.V. as the Company’s external auditor for the financial year 2026. The Board concurs with the Audit Committee’s recommendation and submits to the general meeting the proposal to reappoint KPMG Accountants N.V. as JBS’ independent auditor for the financial year 2026.
| 6. | Authorization of the Board to issue Shares (voting item) |
The Board believes it is in JBS’ interest to be able to be flexible and react quickly, if and when deemed appropriate, to circumstances that require the issuance of shares (irrespective of the class).
In accordance with article 7.1 of the Articles of Association, it is proposed to designate the Board as the corporate body authorized to issue shares (irrespective of the class) in JBS’ share capital and to grant rights to subscribe for shares (irrespective of the class) in JBS’ share capital, up to a maximum of 10% of JBS’ issued share capital at the date of the 2026 AGM. The authorization may be used for any and all purposes.
This authorization will be valid for a period of 18 months from the date of the 2026 AGM, and therefore up to and including October 30, 2027.
If adopted, this designation will replace the current designation of the Board as authorized corporate body to issue shares (irrespective of the class) in JBS’ share capital and to grant rights to subscribe for shares (irrespective of the class) in JBS’ share capital.
| 7. | Authorization of the Board to limit or exclude pre-emptive rights (voting item) |
The Board believes that it is in JBS’ interest to be able to be flexible and react quickly, if and when deemed appropriate, to circumstances that require the issuance of shares (irrespective of the class) with a limitation or exclusion of pre-emptive rights.
In accordance with article 8.3 of the Articles of Association, it is proposed to designate the Board as the corporate body authorized to limit or exclude pre-emptive rights in connection with the issue of and/or the granting of rights to subscribe for shares (irrespective of the class) in JBS’ share capital, up to a maximum of 10% of JBS’ issued share capital at the date of the 2026 AGM. The authorization may only be used in accordance with article 8.4 of the Articles of Association.
This authorization will be valid for a period of 18 months from the date of the 2026 AGM, and therefore up to and including October 30, 2027.
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If adopted, this designation will replace the current designation of the Board as the authorized corporate body to resolve on the limitation or exclusion of pre-emptive rights.
| 8. | Authorization of the Board to acquire Class A Common Shares (voting item) |
The Board believes that it is in JBS’ interest to have the flexibility to be able to acquire Class A Common Shares in JBS’ share capital and/or BDRs, among other reasons, to enable JBS to carry out share repurchase programs if the Board considers such share repurchase programs to be in the interest of JBS and its stakeholders.
Therefore, it is proposed that, in accordance with Article 10 of the Articles of Association and without prejudice to the provisions of section 2:98 of the Dutch Civil Code, the Board is delegated the authority to resolve to acquire Class A Common Shares in JBS’ share capital and/or JBS BDRs. The authorization may be used for any and all corporate purposes, and acquisitions may be made on the market or in any other manner.
JBS may acquire Class A Common Shares and/or JBS BDRs under this authorization up to an amount equal to 10% of JBS’ issued share capital as at the date of the 2026 AGM, provided that following the acquisition JBS, together with its subsidiaries, does not hold more than 10% of JBS’ issued share capital.
The minimum price that JBS may pay for each share or JBS BDR to be acquired will be the nominal value of a Class A Common Share. The maximum price, excluding expenses (including fees to be paid to banks assisting JBS in any repurchases), that JBS may pay for each share to be acquired, will be an amount equal to 110% of the market price of a Class A Common Share or JBS BDR, as applicable.
The market price is defined as the higher of (i) the price of Class A Common Shares or JBS BDRs, as applicable, at the time of repurchase and (ii) the closing price of Class A Common Shares or JBS BDRs, as applicable, on the trading day prior to the date of acquisition, in each case on the exchange on which they are acquired (or in case of shares or JBS BDRs not acquired on an exchange, the exchange on which Class A Common Shares or JBS BDRs are traded as designated by the Board).
The Board may decide that the market price is defined as the arithmetic average of the daily VWAP (volume-weighted average price) of Class A Common Shares or JBS BDRs, as applicable, on the exchange on which they are acquired (or in case of shares or JBS BDRs not acquired on an exchange, the exchange on which Class A Common Shares or JBS BDRs are traded as designated by the Board) over a period of at least one trading day.
Any determination of prices at any exchange, as well as any foreign exchange rate where applicable, will be based on the information provided by a source selected by the Board.
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This authorization will be valid for a period of 18 months from the date of the 2026 AGM, and therefore up to and including October 30, 2027.
If adopted, this authorization will replace the current authorization of the Board to repurchase shares in JBS’ share capital.
| 9. | Cancellation of Shares (voting item) |
In order to enable the Board to implement a cancellation of shares in JBS’ share capital as may be held by JBS from time to time, it is proposed that the 2026 AGM resolve, in the manner further set out in this proposal, to cancel shares in JBS’ share capital as these may be held by JBS from time to time.
The number of shares that will be cancelled will be determined by the Board. The cancellation may be implemented by the Board in one or more tranches.
This resolution will lapse 18 months after the date of the 2026 AGM and therefore will be in effect up to and including October 30, 2027.
| 10. | Closing |
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Forward-Looking Statements
This agenda and explanatory notes (together the “AGM Agenda Materials”) contain forward-looking statements; any express or implied statements contained in the AGM Agenda Materials that are not statements of historical fact may be deemed to be forward-looking statements, including, without limitation, statements regarding the company’s reserves and dividend policy, and the company’s future performance and the associated role of members of its senior leadership, as well as statements that include the words “expect,” “believe,” “aim,” “may,” “should,” “anticipate” and similar statements of a future or forward-looking nature. Forward-looking statements are neither promises nor guarantees, but involve known and unknown risks and uncertainties that could cause actual results to differ materially from those projected, including, without limitation: risks related to our diverse geographical operations; risks related to our acquisitions, divestments and other strategic transactions that we may undertake; the impact of competitive pressures in our industry and pricing, including the lack of certainty and costs in winning competitive tender processes; general economic and political conditions and events and the impact they may have on us, including, but not limited to, increases in inflation rates and rates of interest, increased costs for materials, and other ongoing impacts resulting from the Russia/Ukraine and the Middle East conflicts; the fact that our business is derived from a small number of major projects; cyber threats or other technology disruptions; our ability to obtain adequate financing in the future as needed; our ability to maintain compliance with the continued listing requirements of the New York Stock Exchange; lawsuits and other claims by third parties or investigations by various regulatory agencies that we may be subject to; our ability to comply with our ESG commitments or other sustainability demands; the impact of any changes in existing or future tax regimes or regulations; and the other important factors discussed under the caption “Risk Factors” in our registration statement on Form 20-F filed with the U.S. Securities and Exchange Commission (“SEC”) on March 25, 2026 which is available on the SEC website at www.sec.gov, as such factors may be updated from time to time in our other filings with the SEC. Any forward-looking statements contained in the AGM Agenda Materials speak only as of the date hereof and accordingly undue reliance should not be placed on such statements. We disclaim any obligation or undertaking to update or revise any forward-looking statements contained in the AGM Agenda Materials, whether as a result of new information, future events or otherwise, other than to the extent required by applicable law. Forward-looking statements in the AGM Agenda Materials are made pursuant to the safe harbor provisions contained in the U.S. Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by relevant safe harbor provisions for forward-looking statements (or their equivalent) of any applicable jurisdiction.
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Exhibit 99.2
NOTICE OF
THE ANNUAL GENERAL MEETING OF
JBS N.V.
IMPORTANT NOTE:
THIS NOTICE SETS OUT THE PROCEDURES FOR JBS SHAREHOLDERS TO REGISTER FOR, ATTEND AND VOTE AT JBS’ 2026 ANNUAL GENERAL MEETING. THESE PROCEDURES DIFFER FROM THE PROCEDURES PREVIOUSLY APPLICABLE TO GENERAL SHAREHOLDERS MEETINGS OF JBS S.A. SHAREHOLDERS SHOULD CAREFULLY READ THE INFORMATION SET OUT IN THIS NOTICE.
The 2026 annual general meeting (the “2026 AGM”) of JBS N.V. (“JBS”) will be held on April 30, 2026 at 10:00 A.M. CEST.
The 2026 AGM will be held at Sheraton Amsterdam Airport Hotel, Schiphol Boulevard 101, 1118 BG Amsterdam, the Netherlands. The 2026 AGM will be held in English.
The 2026 AGM will be organized as an in-person meeting. Accordingly, eligible shareholders may choose to:
| a) | attend the 2026 AGM and cast their vote in person at the 2026 AGM meeting venue, in the Netherlands; or |
| b) | not attend the 2026 AGM in person, and instead have their votes cast by a proxy. |
Shareholders should regularly check JBS’ website (www.jbsglobal.com) for updates in relation to the 2026 AGM.
The Board of Directors (the “Board”) unanimously recommends that you vote in favor of all the resolutions listed below and believe that the passing of these resolutions would be in the best interests of JBS and its stakeholders, including its shareholders, as a whole.
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AGENDA
| 1. | Opening |
| 2. | Financial year 2025 |
| 2a. | Report of the Board on JBS’ financial and non-financial performance for the financial year 2025 (discussion item) |
| 2b. | Policy on additions to reserves and on dividends (discussion item) |
| 2c. | Implementation of the Dutch Corporate Governance Code 2025 (discussion item) |
| 2d. | Adoption of the annual accounts for the financial year 2025 (voting item) |
| 3. | Discharge of the Directors in respect of the performance of their duties during the financial year 2025 (voting item) |
| 4. | Composition of the Board of Directors: Director reappointments |
| 4a. | Reappointment of Mr. Gilberto Tomazoni as Executive Director (voting item) |
| 4b. | Reappointment of Mr. Jeremiah O’Callaghan as Non-Executive Director and as Chairman of the Board (voting item) |
| 4c. | Reappointment of Mr. Wesley Mendonça Batista as Non-Executive Director (voting item) | |
| 4d. | Reappointment of Mr. Joesley Mendonça Batista as Non-Executive Director (voting item) |
| 4e. | Reappointment of Ms. Kátia Regina de Abreu Gomes as Non-Executive Director (voting item) | |
| 4f. | Reappointment of Mr. Paulo Bernardo Silva as Non-Executive Director (voting item) |
| 4g. | Reappointment of Mr. Carlos Hamilton Vasconcelos Araújo as Non-Executive Director (voting item) |
| 4h. | Reappointment of Mr. Henrique de Campos Meirelles as Non-Executive Director (voting item) | |
| 4i. | Reappointment of Mr. Raul Alfredo Padilla as Non-Executive Director (voting item) |
| 5. | Reappointment of KPMG Accountants N.V. as JBS’ statutory external auditor for the financial year 2026 (voting item) |
| 6. | Authorization of the Board to issue Shares (voting item) |
| 7. | Authorization of the Board to limit or to exclude pre-emptive rights (voting item) |
| 8. | Authorization of the Board to acquire Class A Common Shares (voting item) |
| 9. | Cancellation of Shares (voting item) |
| 10. | Closing |
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AGM Documents
The following documents are or will be made available on JBS’ website (www.jbsglobal.com):
| a) | the agenda of the 2026 AGM and the explanatory notes to the agenda; |
| b) | this convocation notice, including instructions on attendance and voting at the 2026 AGM; and |
| c) | JBS’ annual report for the financial year 2025. |
These documents are or will also be available upon request and free of charge at JBS’ offices in the Netherlands. JBS’ address in the Netherlands is: Stroombaan 16, 5e verdieping, 1181 VX Amstelveen, the Netherlands.
RECORD DATE
In accordance with the relevant statutory provisions, eligible meeting participants and persons entitled to vote at the 2026 AGM are those persons who (i) on April 2, 2026 (the “Record Date”), after processing of all entries and deletions as of that date, are recorded as such in a (sub-)register designated by the Board, and (ii) are registered in the manner outlined under section ‘REGISTRATION’.
The Board has designated as (sub-)registers:
| (a) | for holders of shares held in the Depository Trust Company system (DTCC): the administration of the relevant bank, brokerage or other intermediary in the Depository Trust Company system; and |
| (b) | for holders of shares held directly on JBS’ shareholders register maintained by Computershare (the “U.S. Shareholders Register”). |
Changes in shareholdings after the Record Date do not affect entitlements to vote: only shares owned and settled on the Record Date are entitled to be voted on at the 2026 AGM. Pursuant to the relevant provisions of Dutch law, all shares are also freely tradable after the Record Date, and there is no share blocking associated with the 2026 AGM.
REGISTRATION
All shareholders that wish to attend the 2026 AGM, either in person or by proxy, must timely register for the 2026 AGM.
The method by which a shareholder can register, depends on the method by which that shareholder holds its shares, and is further set out below. Shareholders that are unsure how they hold their shares should contact their bank, broker or other intermediary for more information.
| (a) | Shareholders holding shares through the Depository Trust Company system (DTCC) (Central Securities Depository in the United States) |
Shareholders holding their shares through the Depository Trust Company system that wish to attend the 2026 AGM either in person or by proxy, should give instructions to their intermediary, as the record holder of their shares, that is required to vote their shares according to their instructions.
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In order to attend the 2026 AGM in person or by proxy, shareholders must submit proof of their proxy power (legal proxy) reflecting their shareholdings at the Record Date along with their name and email address to Computershare, to be sent to the following:
By email:
Forward the email from your broker, or attach an image of your legal proxy, to agmregistration@computershare.nl.
By mail:
Computershare Netherlands B.V.
JBS Legal Proxy
Blaak 34
3011 TA Rotterdam
The Netherlands
Requests for registration must be labelled as “JBS Legal Proxy” and be received no later than 11:00 A.M. CEST, on April 23, 2026.
Upon timely submission of their registration materials, shareholders will receive confirmation of their registration by email.
| (b) | Holders of Brazilian Depositary Receipts |
Holders of Brazilian Depositary Receipts are, pursuant to the relevant terms, not entitled to attend the 2026 AGM in person, but are able to provide voting instructions to Banco Bradesco S.A. in accordance with the procedures set out under the section ‘VOTING BY PROXY AT THE 2026 AGM - Holders of Brazilian Depositary Receipts’.
| (c) | Shareholders holding shares directly on JBS’ U.S. Shareholders Register |
Shareholders holding their shares directly on JBS’ U.S. Shareholders Register that wish to participate in the 2026 AGM, attending in person or by proxy, should register in the manner communicated to them directly by Computershare.
ADMISSION TO THE 2026 AGM
Registration for admission to the 2026 AGM will take place on the day of the 2026 AGM from 9.00 A.M. CEST until the commencement of the 2026 AGM at 10.00 A.M. CEST. After this time, registration for admission is no longer possible. Persons entitled to attend the 2026 AGM must present a valid admission ticket for the 2026 AGM and may be asked for identification prior to being admitted and are therefore requested to carry a valid identity document.
VOTING IN PERSON AT THE 2026 AGM
Shareholders that attend the 2026 AGM in person are requested to cast their vote by acclamation.
VOTING BY PROXY AT THE 2026 AGM
Shareholders that do not wish to attend the 2026 AGM in person, but wish that their votes are cast at the 2026 AGM by a proxy, can register for the 2026 AGM in accordance with the procedures set out under the section ‘REGISTRATION’ and issue a proxy with voting instructions to (i) Computershare Netherlands B.V., with full power of substitution (the “Proxy Representative”), or (ii) another person.
Holders of Brazilian Depositary Receipts who wish that their votes are cast at the 2026 AGM by a proxy, should give instructions to Banco Bradesco S.A., in accordance with the procedures set out under the section ’Holders of Brazilian Depositary Receipts’.
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If a proxy with voting instructions is granted in favor of JBS, the Board or any of JBS’ directors or officers, or if nothing is specified in this regard, it shall be deemed to have been granted to the Proxy Representative with right of substitution and the Proxy Conditions (as explained below) will apply to such proxy.
Any proxy with voting instructions must be provided as follows:
| (a) | Shareholders holding shares via the Depository Trust Company system (DTCC) (Central Securities Depository in the United States) |
Shareholders holding Class A Common Shares in a DTC Participant Account should give instructions to their broker, bank or intermediary, as the record holder of their shares, who is required to vote their shares according to their instructions.
Voting instructions must be received by Computershare no later than April 23, 2026, 11:00 A.M. CEST.
| (b) | Holders of Brazilian Depositary Receipts |
Brazilian depositary receipt holders should give instructions to Banco Bradesco S.A. by email at bcsf.dr@bradesco.com.br, as the record holder of the shares corresponding to the Brazilian depositary receipts, who is required to vote the corresponding shares according to their instructions.
Voting instructions must be received by Banco Bradesco S.A. no later than April 22, 2026.
| (c) | Shareholders holding shares on the U.S. Shareholders Register |
Shareholders holding their shares directly on JBS’ U.S. Shareholders Register will be entitled to submit their proxy with voting instructions for the 2026 AGM by 11:00 A.M. CEST on April 23, 2026, in writing or electronically as detailed on the proxy card mailed to the shareholder by Computershare.
Any proxy with voting instructions (deemed) issued to the Proxy Representative that is timely received in accordance with the above will be subject to the following conditions (the “Proxy Conditions”), and any shareholder (deemed) issuing a proxy with voting instructions to the Proxy Representative will be deemed to have agreed to the Proxy Conditions: (i) in case for any voting item on the agenda for the 2026 AGM no voting instruction is given, the shareholder is deemed to have given an instruction to vote in favor of such voting item; (ii) only voting instructions to vote “FOR”, “AGAINST” or “ABSTAIN” will be recognized, and voting instructions for a “BLANK VOTE” will be processed as an instruction to “ABSTAIN”; (iii) voting results based on the voting instructions may be shared with JBS prior to the 2026 AGM; and (iv) by issuing voting instructions, the shareholder agrees that it shall hold harmless and fully indemnify the Proxy Representative for any losses, damages, and liabilities that the Proxy Representative may incur in connection with the acts performed or omitted by the Proxy Representative in connection with such voting instructions, save in the event of negligence or willful misconduct of the Proxy Representative.
CONFLICTING REGISTRATIONS
In case a shareholder registers for the 2026 AGM in more than one manner (being, attendance in person and attendance by proxy), the most recently received registration shall be valid and all prior registrations (including any prior proxy with voting instructions) may be regarded by JBS as invalid.
PERSONAL DATA
A copy of JBS’ Privacy Policy and Cookies Policy can be found on JBS’ website (www.jbsglobal.com).
JBS N.V.
The Board
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