CI&T Inc. (CINT) Earnings Call Transcript & Summary

Good morning, everyone. Thank you for joining CI&T Extraordinary Shareholders' Meeting. I'd like to pass it on to Brenno Raiko, Chairman of the company, to start the meeting. Brenno, please? You're on mute.

Sorry, I was blocked to unmute myself. Now I could. No, thank you very much. Good morning, and welcome to this Extraordinary General Meeting of CI&T Inc. The meeting will now come to order. I'm Brenno Raiko de Souza, Chairman of the Board of the company, and I thank you all for joining us today. As the Chairman of the Board of the company, I work as Chairman of the meeting; and Eduardo Galvao will work as the secretary of the meeting. Shareholders should not address the meeting until recognized. Should you desire to ask a question or speak during the meeting, please use the Raise Your Hand button. 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 you to restrict your remarks to the item that is before us. Thank you for their -- for your cooperation with these rules. I ask the secretary to give an update on the qualification of this meeting to proceed.

This meeting is held pursuant to a written notice sent to our shareholders of record as of the close of business day on August 25, 2023. The amendment -- the Amended and Restated CI&T Inc 2022 U.S. Equity Incentive Plan referred to in the notice was made available on the Investor Relations section of the company's website. This document will be filed with the records of this meeting.

Secretary, do we have a quorum?

Yes. As set out in the articles of association of the company, one 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 or by proxy or if a corporation or other nonnatural person by its duly authorized representative constitutes a quorum of the shareholders, and all legal requirements for holding this meeting have been satisfied.

Thank you. The meeting is lawfully convened and ready to transact business. You have received a copy of the meeting notice, which is also the agenda of this meeting, which includes the matters to 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 choose the Raise Your Hand button. Shareholders who have sent in proxy 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 to, as an ordinary resolution, approve the reduction of this exercise price in each of the incentive stock option award agreement entered by the company, and each participant pursuant to CI&T Inc 2022 U.S. Equity Incentive Plan from $16.75 to amount not less than the fair market value as defined in the incentive plan on the dates of such exercise price reduction to be determined by directors of the company. Is there any discussion concerning the first proposal? The second item of business is a proposal to, as an ordinary resolution, approve the Amended and Restated CI&T Inc 2022 U.S. Equity Incentive Plan in the form uploaded to Investor Relations section of the company's website. Is there any discussion concerning the second proposal? I hereby declare the polls closed. The secretary now tabulate the votes and report the preliminary results before the close of the meeting. The floor is now -- is open for questions and answers. If you'd like to address the meeting, please stand or use the Raise Your Hand button and identify yourself, and tell us whether you are shareholders or are appearing by proxy and 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 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.

Okay, Brenno. On the first proposal to resolve as an ordinary resolution that the reduction of the exercise price in each of the incentive stock option award agreement entered by the company and each participant pursuant to CI&T Inc 2022 U.S. Equity Incentive Plan from $16.75 to an amount not less than the fair market value on the date of such exercise price reduction to be determined by the directors of the company be approved, the proposal has received the majority of the votes cast from the holders of shares present in person or represented by proxy and entitled to vote on the approval of the reduction of the exercise price. On the second proposal to resolve as an ordinary resolution that the amendment (sic) [ Amended ] and Restated CI&T Inc 2022 U.S. Equity Incentive Plan in the form uploaded to the Investor Relations section of the company's website be approved, the approval has received a majority of the votes cast from the holders of shares present in person or represented by proxy and entitled to vote on the approval of the Amended and Restated CI&T Inc 2022 U.S. Equity Incentive Plan. Brenno, the final results of the shareholder vote reflecting all proxies received by mail through the close of this meeting and any votes cast in person during this meeting with respect to the proposal will also be included in the minutes of this meeting and will be published in a Form 6-K after the final results are known and will be available upon request.

Thank you, secretary. This meeting is now concluded. I want to thank you all for attending today's meeting and for the support you have shown for CI&T. Thank you very much.

Thank you, Brenno. Thank you all for attending.

Take care.

Bye-bye.