Indicate by check mark whether the registrant files
or will file annual reports under cover of Form 20-F or Form 40-F:
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.
Exhibit 99.1
Patria Investments Limited
(the “Company”)
NOTICE OF ANNUAL GENERAL MEETING OF THE COMPANY
NOTICE IS HEREBY GIVEN that an Annual General
Meeting of the Company (the “AGM”) will be held virtually and at the offices of Patria Investments Limited located
at 60 Nexus Way, Camana Bay, 4th Floor, KY1-9006, Grand Cayman, Cayman Islands on October 26, 2026 at 3:00 p.m. (Eastern Time).
The AGM will be held in accordance with Cayman
Islands law and the amended and restated memorandum and articles of association of the Company and in a virtual form. You will be able
to attend the AGM online by visiting https://meetnow.global/MG7JSS9. You also will be able to vote your shares online by attending the
AGM by webcast. To participate in the AGM, you will need to review the information included on proxy or in the instructions that accompanied
your proxy materials. The details of how to participate virtually at the AGM are also set out in the accompanying proxy card.
The AGM will be held for the purpose of considering
and, if thought fit, passing and approving the following resolutions:
| 1 | RESOLVED, as an ordinary resolution, that the Company’s financial
statements and the auditor's report for the fiscal year ended 31 December 2025, which have been made available to the Shareholders for
the purpose of the AGM be approved and ratified; and |
| 2 | RESOLVED, as an ordinary resolution, that Alfonso Duval be appointed as a member of the Board of
Directors of the Company, to serve on the Board until the earlier of his vacating office or removal from office as a director in accordance
with the Amended and Restated Memorandum and Articles of Association of the Company. |
| 3 | RESOLVED, as an ordinary resolution, that Ana Russo be appointed
as a member of the Board of Directors of the Company, to serve on the Board until the earlier of her vacating office or removal from office
as a director in accordance with the Amended and Restated Memorandum and Articles of Association of the Company. |
| 4 | RESOLVED, as an ordinary resolution, that Andre Sales be appointed
as a member of the Board of Directors of the Company, to serve on the Board until the earlier of his vacating office or removal from office
as a director in accordance with the Amended and Restated Memorandum and Articles of Association of the Company. |
On June 12, 2026 and September
3, 2026, Alfonso Duval and Ana Russo, respectively, were appointed by the board as interim board members, with their term expiring at
the commencement of the AGM. Ana Russo’s, Alfonso Duval’s and Andre Sales’ profiles are included in the Schedule to
this notice.
The Board of Directors of the Company (the “Board”)
has fixed the close of business (Eastern Time) on September 22, 2026 as the record date (the “Record Date”) for determining
the shareholders of the Company entitled to receive notice of the AGM or any adjournment thereof. The holders of record of the Class A
common shares and the Class B common shares of the Company as of the close of business (Eastern Time) on the Record Date are entitled
to receive notice of and attend the AGM and any adjournment thereof. The Board recommends that shareholders of the Company vote “FOR”
the resolutions at the AGM. Your vote is very important to the Company.
Please refer to the proxy card which is attached
to this notice. The proxy statement and the proxy card are also available for viewing on the shareholders section of our website at https://ir.patria.com/financials-filings/sec-filings
and on the SEC’s website at https://www.sec.gov.
Your vote is important. If you do not plan
to attend the AGM either in person or virtually then you are urged to complete, sign, date and return the accompanying proxy card to us,
in accordance with the instructions set out therein, as promptly as possible and in any case by no later than 11:59 p.m., Eastern time,
on October 25, 2026 to ensure your representation at the AGM.
The Company’s Annual Report on Form 20-F
for the fiscal year ended December 31, 2025 was filed with the U.S. Securities and Exchange Commission on April 30, 2026 (the “Form
20-F”). Shareholders may obtain a copy of the Form 20-F, free of charge, from the Company’s website at https://ir.patria.com/financials-filings/sec-filings
and on the SEC’s website at https://www.sec.gov or by contacting the Company’s Investor Relations Department by email at PatriaShareholderRelations@patria.com.
In addition to the other information included in the Form 20-F, you will find in the Form 20-F biographies for the incumbent members of
the Board.
By Order of the Board of Directors
| /s/ Alexandre Teixeira de Assumpção Saigh |
| Name: |
Alexandre Teixeira de Assumpção Saigh |
|
| Title: |
Director |
|
| Dated: |
October 5, 2026 |
|
Registered Office:
c/o Maples Corporate Services Limited
PO Box 309, Ugland House
Grand Cayman
KY1-1104
Cayman Islands
- NOTES
IF YOU HAVE EXECUTED A STANDING PROXY, YOUR
STANDING PROXY WILL BE VOTED AS INDICATED IN NOTE 2 BELOW, UNLESS YOU ATTEND THE AGM IN PERSON OR SEND IN A SPECIFIC PROXY.
| 1 | A proxy need not be a shareholder of the Company. A shareholder entitled
to attend and vote at the AGM is entitled to appoint one or more proxies to attend and vote in his/her stead. |
| 2 | Any standing proxy previously deposited by a shareholder with the Company
will be voted in favor of the resolutions to be proposed at the AGM unless revoked prior to the AGM or the shareholder attends the AGM
in person or executes a specific proxy. |
| 3 | If two or more persons are jointly registered as holders of a share, the
vote of the senior person who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of other
joint holders. For this purpose, seniority shall be determined by the order in which the names stand on the Company’s register of
shareholders in respect of the relevant shares. |
| 4 | Each Class A Common Share shall entitle the holder to one (1) vote on all
matters subject to a vote at general meetings of the Company, and each Class B Common Share shall entitle the holder to ten (10) votes
on all matters subject to a vote at general meetings of the Company. |
| 5 | A shareholder holding more than one share entitled to attend and vote at
the AGM need not cast the votes in respect of such shares in the same way on any resolution and therefore may vote a share or some or
all such shares either for or against a resolution and/or abstain from voting a share or some or all of the shares and, subject to the
terms of the instrument appointing any proxy, a proxy appointed under one or more instruments may vote a share or some or all of the shares
in respect of which he is appointed either for or against a resolution and/or abstain from voting. |
| 6 | No business shall be transacted at the AGM unless a quorum is present. As
set out in the articles of association of the Company, one or more shareholders holding not less than one-third in aggregate of the voting
power of all shares in issue and entitled to vote, present in person or by proxy or, if a corporation or other non-natural person, by
its duly authorized representative, constitutes a quorum of the shareholders. No person shall be entitled to vote at the AGM unless he
is registered as a shareholder of the Company on the record date for the AGM nor unless all calls or other sums presently payable by him
in respect of such shares have been paid. |
Schedule
Alfonso Duval is currently a Partner and our
Head of Clients for the Andean Region. Alfonso joined Patria in 2021 following the combination of Patria and Moneda Asset Management.
His tenure at Moneda began in May 2006 and became a partner in 2010. Prior to joining Moneda, Alfonso served in investment banking roles
in Chile. Mr. Duval holds a degree in Business Administration from Pontificia Universidad Católica de Chile.
Ana Russo previously served as our Chief
Financial Officer from October 2022 through to April 2026. Before taking over as CFO of Patria, Ms. Russo was the department head and
CFO for Philip Morris International in Central America & the Caribbean from 2004 to 2007, for the Brazilian operations from 2008 to
2012 (and earlier in her career as CFO for Remy Cointreau Brazil). Ms. Russo also served as CFO of Latin America & Canada for Philip
Morris International from 2012 to 2014 and as Chief Auditor reporting to the Audit Committee from 2015 to 2018. She has also developed
a deep connection with business process, acting as a Business Partner to division leaders and General Managers, as well as managing a
full P&L as CEO of Central America & Caribbean from 2018 to 2022. Ms. Russo holds a bachelor’s and post-graduate’s
degrees in business administration from FGV, and a Leadership Program certification from the International Institute for Management Development.
Andre Sales is a Managing Partner & Chief
Executive Officer and Chief Investment Officer of our Infrastructure division since August 2006. Mr. Sales is primarily responsible for
leading our Infrastructure strategies, conducting infrastructure investment in Latin America. Before taking over as CEO and CIO of our
Infrastructure strategies, Mr. Sales worked on numerous investments of Patria Infrastructure Funds I, II and III. Mr. Sales also served
as a Director at our M&A Advisory division, and co-CEO of ERSA (our Infrastructure Fund I), a company that later became CPFL Renewables.
Prior to joining Patria, Mr. Sales was a Senior Manager in the energy business of Vale, and a Senior Associate in the Infrastructure department
of the BNDES - Brazilian National Development Bank. Mr. Sales was a co-founder of an internet community and market place sold to Bradesco
in 2000. Mr. Sales also worked for four years at J.P. Morgan in São Paulo and New York in the M&A and Corporate Finance division.
Mr. Sales holds a bachelor’s degree in Production Engineering from Escola Politécnica da USP.
Exhibit 99.2
Patria Investments Limited
c/o Maples Corporate Services Limited
PO Box 309, Ugland House
Grand Cayman
KY1-1104
Cayman Islands
PROXY STATEMENT
General
The board of directors of Patria Investments Limited
(the “Company” “us” or “we”) is soliciting proxies for the Annual General Meeting
of shareholders (the “AGM”) of the Company to be held on October 26, 2026 at 3:00 p.m. (Eastern Time). The AGM will
be held virtually and at the offices of Patria Investments Limited located at 60 Nexus Way, Camana Bay, 4th Floor, KY1-9006, Grand Cayman,
Cayman Islands.
The AGM will be held in accordance with Cayman
Islands law and the amended and restated memorandum and articles of association of the Company and in a virtual form. You will be able
to attend the AGM online by visiting https://meetnow.global/MG7JSS9. You also will be able to vote your shares online by attending the
AGM by webcast. To participate in the AGM, you will need to review the information included on proxy or in the instructions that accompanied
your proxy materials. The details of how to participate virtually at the AGM are also set out in the accompanying proxy card.
On or about October 5, 2026, we first mailed to
our shareholders the proxy materials, including the proxy statement, the notice to shareholders of our AGM and the proxy card, along with
instructions on how to vote using the proxy card provided therewith. This proxy statement can also be accessed, free of charge, on the
shareholders section of Patria’s website at https://ir.patria.com/financials-filings/sec-filings and on the SEC’s website
at www.sec.gov.
Record Date, Share Ownership and Quorum
Only the holders of record of Class A Common Shares
(the “Class A Common Shares”) and Class B Common Shares (the “Class B Common Shares” and together
with the Class A Common Shares, the “Common Shares”) of the Company as of the close of business (Eastern Time) on September
22, 2026, (the “Record Date”) are entitled to receive notice of and attend the AGM and any adjournment thereof. No
person shall be entitled to vote at the AGM unless registered as a shareholder of the Company on the Record Date.
As of the close of business
(Eastern Time) on the Record Date, 163,950,267 Common Shares were issued and outstanding, including 71,004,837 Class A Common Shares
and 92,945,430 Class B Common Shares. One or more shareholders holding not less than one-third in aggregate of the voting power of all
shares in issue and entitled to vote, present in person or by proxy or, if a corporation or other non-natural person, by its duly authorized
representative, constitutes a quorum of the shareholders.
Voting and Solicitation
Each Class A Common Share issued and outstanding
as of the close of business (Eastern Time) on the Record Date is entitled to one vote at the AGM. Each Class B Common Share issued and
outstanding as of the close of business (Eastern Time) on the Record Date is entitled to ten votes at the AGM. Each ordinary resolution
to be put to the vote at the AGM will be approved by a simple majority of the votes cast, by or on behalf of, the shareholders attending
and voting at the AGM.
Voting by Holders of Common Shares
Common Shares that are properly voted, for which
proxy cards are properly executed and returned within the deadline set forth below, will be voted at the AGM in accordance with the directions
given. If no specific instructions are given in such proxy cards, the proxy holder will vote in favor of the item(s) set forth in the
proxy card. The proxy holder will also vote in the discretion of such proxy holder on any other matters that may properly come before
the AGM, or at any adjournment thereof. Where any holder of Common Shares affirmatively abstains from voting on any particular resolution,
the votes attaching to such Common Shares will not be included or counted in the determination of the number of Common Shares present
and voting for the purposes of determining whether such resolution has been passed (but they will be counted for the purposes of determining
the quorum, as described above).
Proxies submitted by registered shareholders
and street shareholders (by returning the proxy card) must be received by us no later than 11:59 p.m., Eastern Time, on October 25, 2026,
to ensure your representation at our AGM.
The manner in which your shares may be voted depends
on how your shares are held. If you own shares of record, meaning that your shares are represented by book entries in your name so that
you appear as a shareholder on the records of Computershare Inc. (“Computershare”) (i.e., you are a registered shareholder),
our stock transfer agent, this proxy statement, the notice of AGM and the proxy card will be sent to you by Computershare. You may provide
voting instructions by returning a proxy card. You also may attend the AGM and vote in person, subject to our above request that, if you
wish to attend in person, you do so virtually. If you own Common Shares of record and you do not vote by proxy or in person at the AGM,
your shares will not be voted.
If you own shares in street name (i.e., you are
a street shareholder), meaning that your shares are held by a bank, brokerage firm, or other nominee, you are then considered the “beneficial
owner” of shares held in “street name,” and as a result, this proxy statement, the notice of AGM and the proxy card
will be provided to you by your bank, brokerage firm, or other nominee holding the shares. You may provide voting instructions to them
directly by returning a voting instruction form received from that institution. If you own Common Shares in street name and attend the
AGM, you must obtain a “legal proxy” from the bank, brokerage firm, or other nominee that holds your shares in order to vote
your shares at the AGM and present your voting information card.
Revocability of Proxies
Registered shareholders may revoke their proxy
or change voting instructions before shares are voted at the AGM by submitting a written notice of revocation to our Investor Relations
Department at PatriaShareholderRelations@patria.com, or a duly executed proxy bearing a later date (which must be received by us no later
than the date set forth below) or by attending the AGM and voting in person. A beneficial owner owning Common Shares in street name may
revoke or change voting instructions by contacting the bank, brokerage firm, or other nominee holding the shares or by obtaining a legal
proxy from such institution and voting in person at the AGM. If you are not planning to attend in person our AGM, to ensure your representation
at our AGM, revocation of proxies submitted by registered shareholders and street shareholders (by returning a proxy card) must be received
by us no later than 11:59 p.m., Eastern Time, on October 25, 2026.
PROPOSAL 1:
APPROVAL AND RATIFICATION OF THE COMPANY’S
FINANCIAL STATEMENTS AND THE AUDITOR’S REPORT FOR THE FISCAL YEAR ENDED DECEMBER 31, 2025
The Company seeks shareholder approval and ratification
of the Company’s 2025 audited consolidated financial statements (the “Audited Accounts”) which have been made
available to Shareholders for the purpose of the AGM, which have been prepared in accordance with International Financial Reporting Standards,
in respect of the fiscal year ended December 31, 2025. A copy of the Company’s Audited Accounts is available on the Company’s
website at https://ir.patria.com/.
The affirmative vote by the holders of a simple
majority of the votes cast, by or on behalf of, the shareholders attending and voting at the AGM is required for this proposal. If proxies
are properly submitted by signing, dating and returning a proxy card, Common Shares represented thereby will be voted in the manner specified
therein. If not otherwise specified, and the proxy card is signed, Common Shares represented by the proxies will be voted in favor of
this proposal.
The full text of the resolution is as follows:
“RESOLVED, as an ordinary resolution,
that the Company’s financial statements and the auditor’s report for the fiscal year ended 31 December 2025, which have been
made available to the Shareholders for the purpose of the AGM be approved and ratified.”
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”
THE APPROVAL AND RATIFICATION OF THE COMPANY’S FINANCIAL STATEMENTS AND THE AUDITOR'S REPORT FOR THE FISCAL YEAR ENDED DECEMBER
31, 2025.
PROPOSAL 2:
APPROVAL of
the appointment of Alfonso Duval as Director
The Company seeks shareholder approval for the
appointment of Alfonso Duval as a member of the Board of Directors of the Company, to serve on the Board until the earlier of his vacating
office or removal from office as a director in accordance with the Amended and Restated Memorandum and Articles of Association of the
Company. On June 12, 2026, Alfonso Duval was appointed by the Board as an interim Board member, with his term expiring at the commencement
of the AGM. A copy of the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2025 is available on the Company’s
website at https://ir.patria.com/financials-filings/sec-filings.
The affirmative vote by the holders of a simple
majority of the votes cast, by or on behalf of, the shareholders attending and voting at the AGM is required for this proposal. If proxies
are properly submitted by signing, dating and returning a proxy card, Common Shares represented thereby will be voted in the manner specified
therein. If not otherwise specified, and the proxy card is signed, Common Shares represented by the proxies will be voted in favor of
this proposal.
The full text of the resolution is as follows:
“RESOLVED, as an ordinary resolution,
that Alfonso Duval be appointed as a member of the Board of Directors of the Company, to serve on the Board until the earlier of his vacating
office or removal from office as a director in accordance with the Amended and Restated Memorandum and Articles of Association of the
Company.”
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”
THE APPROVAL of the appointment of ALFONSO DUVAL as Director.
PROPOSAL 3:
APPROVAL of
the appointment of Ana Russo as Director
The Company seeks shareholder approval for the
appointment of Ana Russo as a member of the Board of Directors of the Company, to serve on the Board until the earlier of her vacating
office or removal from office as a director in accordance with the Amended and Restated Memorandum and Articles of Association of the
Company. On September 3, 2026, Ana Russo was appointed by the Board as an interim Board member, with her term expiring at the commencement
of the AGM. A copy of the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2025 is available on the Company’s
website at https://ir.patria.com/financials-filings/sec-filings.
The affirmative vote by the holders of a simple
majority of the votes cast, by or on behalf of, the shareholders attending and voting at the AGM is required for this proposal. If proxies
are properly submitted by signing, dating and returning a proxy card, Common Shares represented thereby will be voted in the manner specified
therein. If not otherwise specified, and the proxy card is signed, Common Shares represented by the proxies will be voted in favor of
this proposal.
The full text of the resolution is as follows:
“RESOLVED, as an ordinary resolution,
that Ana Russo be appointed as a member of the Board of Directors of the Company, to serve on the Board until the earlier of her vacating
office or removal from office as a director in accordance with the Amended and Restated Memorandum and Articles of Association of the
Company.”
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”
THE APPROVAL of the appointment of Ana Russo as Director.
PROPOSAL 4:
APPROVAL of
the appointment of Andre Sales as Director
The Company seeks shareholder approval for the
appointment of Andre Sales as a member of the Board of Directors of the Company, to serve on the Board until the earlier of his vacating
office or removal from office as a director in accordance with the Amended and Restated Memorandum and Articles of Association of the
Company. A copy of the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2025 is available on the Company’s
website at https://ir.patria.com/financials-filings/sec-filings.
The affirmative vote by the holders of a simple
majority of the votes cast, by or on behalf of, the shareholders attending and voting at the AGM is required for this proposal. If proxies
are properly submitted by signing, dating and returning a proxy card, Common Shares represented thereby will be voted in the manner specified
therein. If not otherwise specified, and the proxy card is signed, Common Shares represented by the proxies will be voted in favor of
this proposal.
The full text of the resolution is as follows:
“RESOLVED, as an ordinary resolution,
that Andre Sales be appointed as a member of the Board of Directors of the Company, to serve on the Board until the earlier of his vacating
office or removal from office as a director in accordance with the Amended and Restated Memorandum and Articles of Association of the
Company.”
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”
THE APPROVAL of the appointment of Andre Sales as Director.
COMPANY INFORMATION
A copy of the Company’s Annual
Report on Form 20-F for the fiscal year ended December 31, 2025, along with a copy of this proxy statement can be accessed, free of charge,
on the shareholders section of Patria’s website at https://ir.patria.com/financials-filings/sec-filings and on the SEC’s website
at www.sec.gov.
OTHER MATTERS
We know of no other matters to be submitted to
the AGM. If any other matters properly come before the AGM, it is the intention of the persons named in the enclosed form of proxy to
vote the Common Shares they represent as the board of directors may recommend.
By Order of the Board of Directors
Dated: October 5, 2026