Afya Limited (AFYA) Earnings Call Transcript & Summary

Good morning, and welcome to Afya Limited Annual General Meeting. The meeting will now come to order. I speak on behalf of [indiscernible], our Director of the company. I thank you all for coming here today. According to Article 18.4 of the articles of Association of Afya Limited, the Chairman or in his absence, the Vice Chairman of the Board shall preside as Chairman of the meeting. But if neither the Chairman or such Vice Chairman is present, with 15 minutes after the meeting appointed for holding, the meeting and willing to act the directors present shall elect 1 of their member to be Chairman. And if there is only 1 Director present and willing to act, he shall be Chairman. As the Chairman is not present, and the company has not appointed a Vice Chairman, we shall wait 15 minutes. We will be back in 15 minutes. [Break]

Hello, everyone. So I confirm that the Chairman is still not present. And on that basis, Henato is the only director present at this meeting. And willing to act, he shall be the Chairman of the meeting. I speak on behalf of Henato that's present on the camera. Shareholders should not address the meeting until recognized. Should you desire to ask a question or speak during the meeting, please raise your hand or if you are participating in this meeting by the Zoom link provided, you may indicate that you wish to speak by writing in the chat function. After being recognized, please identify yourself and your status as a shareholder or representative of a shareholder, then state your point or ask your question. We ask that you restrict your remarks to the writing that is before us. Thank you for your cooperation with these rules. I ask the Secretary to give the update on the qualification of this meeting to proceed.

This meeting is held pursuant to a written notice sent to all shareholders of record as of the close of the business on the June 24, 2021. Notice was accompanied by the form of proxy with details of how access the proposal, amendment and restated Articles of Association for the company and the annual report for the company for the year ended December 31, 2020. These documents will be filed with the record of this meeting.

Secretary, do we have a quorum?

Yes. As set out in the Articles of Association of the company, 1 or more shareholders holding not less than 1/3 in aggregate of the voting power of all shares in issue and entitled to vote present in person of a proxy or if a corporation or other nonnatural person by its duly authorized representative constitutes a quorum of the shareholders. Provided as such, quorum must also include [indiscernible], for so long as it holds Class B common shares and the [indiscernible] family for so long as it holds Class B common shares and all legal requirements for holding this meeting has been satisfied.

The meeting is lawfully convened in credit to transact business. You have received a copy of the notice of meeting in respect of this meeting, which is also the agenda of this meeting, which includes the matter should be submitted to a vote of the shareholders. At this time, the polls are now open, and we ask any shareholder who has not yet turned in a proxy and wishes to do so at this time to raise your hand or if you are participating in this meeting by the Zoom link provided, you may indicate that you wish to do so by writing in the chat function and an attendant will collect our proxy. Shareholders who have sent proxies do not need to take any further action at this time. We will now proceed to the matters to be voted on. The first item of business is a proposal as an ordinary resolution that the company's financial statements and the Auditor's Director report for the fiscal year ended December 31, 2020, be approved and ratified. Is there any discussion concerning the first proposal? The second item of business is approval as a special resolution that memorandum and Articles of Association of the company, currently in effect, be amended and restated by the dilation in there entirely and substitution in their place of the amendment and restated memorandum in Articles of Association accessible at the company's website at Investor Relations -- sorry, ir.afya.com.br, subjected to end with effect from closing as that term is defined in the share purchase agreement dated on or about June 7, 2021 between CRESCERA EDUCACIONAL II FUNDO DE INVESTIMENTO EM PARTICIPAES MULTIESTRATGIA and ERSTE WV GTERSLOH GMBH. Is there any discussion concerning the second proposal? I hereby declare the post closed. The Secretary will now tabulate the votes and report the preliminary results before the close of the meeting. This floor is open for questions and answers. If you would like to address the meeting, please stand and identify yourself and tell us whether you are a shareholder or appearing by proxy and the number of shares of the company that you represent. Alternatively, if you are participating in this meeting by the zoom link provided, and you would like to address the meeting, please indicate that you wish to do so by writing the chat function, identify yourself and tell us whether you are a shareholder or appearing by proxy in the number of shares of the company that you represent. Are there any questions or other matters that any of the shareholders would like to present. If there are no further questions or comments, I have been advised by the Secretary that the tallies are now available, and I will ask the Secretary to read them.

Announcement of multiple results, the Secretary. On the proposal as a larger resolution that the company's financial statements and the auditors directors report for the fiscal year December 31, 2020, be approved and ratified. The proposal has received the majority of the votes casted from the holders of shares present in person or represented by proxy and entitled to vote on the proposal. The proposal as a special resolution that the memorandum act and Articles of Association of the company currently in effect be amended and restated by the dilation in their entirety and the substitution in their place of the amended restated memorandum of Articles of Association, accessible at the company's website, ir.afya.com.br, subject to an with effect from closing as that terms defined in the share change agreement been on or about June 7, 2021 between CRESCERA EDUCACIONAL and ERSTE WV GTERSLOH. The proposal has received a 2x majority of the votes cash from the holders of shares present in person or represented by proxy entitled to vote on the proposal. Mr. Chairman, the final results of the shareholder report reflecting all proxies received by me or through the close of this meeting and any votes cast in person during this meeting with respect to the proposal will be included in the minutes of this meeting, and the final results of this meeting will be related to the market through a current report on Form 6-K.

Thank you. This share meeting is now concluded. I want to thank you all for attending today's meeting and for the support you have shown for Afya Limited.