IRB-Brasil Resseguros S.A. (IRBR3) Earnings Call Transcript & Summary

Good morning everyone and thank you for holding. Welcome to IRB(Re) preparatory video conference for the Extraordinary General Meeting to be held on November 3, 2025. If you need simultaneous interpretation, this feature is available on the platform. In order to access it simply click on the interpretation button the globe icon at the bottom of your screen and select your preferred language, Portuguese or English. For participants listening to the conference in English, there is also an option to mute the original Portuguese audio by clicking on mute original audio. Please note that this video conference is being recorded, and it will be made available on the company's Investor Relations website, ri.irbre.com, where the complete materials for the general meeting can also be found. You may also download the presentation from the chat icon. It is available in both Portuguese and English. [Operator Instructions] We remind you that the information contained in this presentation as well as any statements that may be made during this conference call regarding the company's business outlook, projections, operational or financial goals represent the company's current beliefs and assumptions based on the information they currently have available. Forward-looking statements are not guarantees of future performance. They involve risks, uncertainties and assumptions as they relate to future events and therefore, depend on circumstances that may or may not occur. Investors should understand that general economic conditions, market conditions and other operational factors may affect the company's future performance and lead to results that differ materially from those expressed in these forward-looking statements. We are with the company's executives today, Luciana Martos, Chief People Officer; and Bernardo Arruda, General Counsel. I will now turn the floor over to Mr. Bernardo Arruda, who will begin the presentation.

Good morning, everyone. Thank you for joining us. Our goal today is to provide further details on the management proposal and to facilitate understanding of the matters that will be discussed at the Extraordinary General Meeting to be held on November 3, 2023 (sic) [ 2025 ], at 3:00 p.m. I will now hand it over to Luciana, who will highlight the main points of the proposal, specifically the share-based compensation plan.

Good morning, everyone. Thank you for being here. I'm very happy to be here to talk about such an important topic that is so strategic for IRB. I joined the company in the December 2022 in a very challenging context. So I'd like to start this meeting by providing some background on the past 3 years at the company with a brief overview on this first slide. In fiscal years '23 and '24, we began and completed our turnaround process, which involved organizational restructuring, forming the team, operational efficiency, debt renegotiation, asset liquidation and the generation of sufficient funding to sustain the business during this period. Our strategy for profitable growth reversed an underwriting result that was negative BRL 1.5 billion in 2022 to a positive BRL 452 million in 2024. We also strengthened our technical provisions through improved portfolio management, which allowed us in 2024 to play claims arriving from the floods in Rio Grande do Sul with no impact to our results. Efficient management of technical accounts and claims reduced the loss ratio from 104% in 2022 to 63% in 2024. The company's net income in 2023 was BRL 114 million. And in 2024, it went up to BRL 373 million compared with a loss of approximately BRL 630 million in 2022. We also improved our regulatory indicators. The solvency ratio rose from 101% in 2022 to 183% in 2024, and the coverage of technical provisions increased from 105% to 112%. Additionally, we improved financial and operational indicators such as the combined ratio, ROE and profit over earned premiums, as shown in the chart displaying the evolution from 2022 to 2024 on the screen. Rating agency A.M. Best revised the company's outlook from negative to stable and maintained both the financial strengthening ratio of A- excellent and the long-term issuer credit ratio of A- excellent. Finally, we earned the Great Place to Work, GPTW certification in 2024 and ranked among the 50 best companies to work for in Rio de Janeiro, taking seventh place in emotional health, a position that we have maintained in 2025 as well. Looking ahead to 2025, we are entering a new cycle focused on sustainable long-term growth, stable results and value creation for the company, which we believe will enable the resumption of dividend payouts to shareholders starting in 2026. The factors supporting the company's proposal to implement a share grant plan are: first, to align management's interest with those of our shareholders, something we believe is essential to create value for the company and ensure its sustainability. And secondly, to comply with CNSP Resolution 476, which will take effect in January 2026. It establishes that local reinsurers must implement a compensation policy that includes at a minimum, statutory officers and members of the Board of Directors with long-term deferred incentives payable in no less than 3 years, representing at least 40% of the total variable compensation earned in the fiscal year. So moving on to the second slide. The objective and administration of the planned share-based compensation programs are presented here. [Foreign Language] Including participant eligibility, specific conditions for receiving incentives, including corporate departmental and individual targets, vesting periods for share receipt, lockup rules restricting share sales, lockup and rules governing maintenance or forfeiture of share rights in cases such as termination, retirement or death, among others. The share grant plan also specifies that, one, the shares to be used in the programs shall come from market repurchases or existing treasury shares without causing dilution to shareholders. And two, the shares granted under the plan may not exceed the maximum of 5% of the company's total outstanding shares. Now regarding the share-based compensation programs, which will be implemented upon approval of the share grant plan at the shareholders' meeting on November 3. There will be 2 programs, restricted shares and share matching. The goals are to align the interests of the company's management and shareholders to create sustainable long-term value, strengthen management retention and succession planning, support the attraction of new talent and comply with CNSP Resolution 476. The programs will be managed by the Board of Directors with support from the people, nominations and governance committees and the company's people department. On Slide 3, regarding the design of the restricted shares and share matching programs, we engaged leading consulting firms specializing in compensation and market research as well as experienced legal advisers to ensure best practices in long-term incentive programs and alignment with the company's strategic goals. Furthermore, the programs were developed in accordance with the executive compensation policy, which defines compensation guidelines for statutory officers and the Board of Directors in line with Brazilian corporate law, B3's new market regulations, the company's bylaws and other CVM rules. The values and models are based on the market's best practices, consistent with the company's total compensation strategy as defined by the executive compensation policy. On Slide 4, we present the main points of both programs, share matching and restricted share grant. In Item 5, I'd like to highlight, under total shares, that market research indicates that 82% of restricted share plans include a matching component, granting between 1 and 2 shares for each share acquired, i.e., a 1:1 or 2:1 matching ratio. Additionally, 44% of respondents to the survey indicated that to effectively retain key personnel for the company, a higher ratio is appropriate. Therefore, we adopted a 3:1 matching ratio for the CEO position. In Item 6, receipt of shares is linked to performance. Under the share matching program, the company's main performance indicators include regulatory solvency ratio, technical provision coverage ratio, profit before income tax, LAIR and other metrics tied to budget compliance, business plan execution, long-term value creation, ESG-related project implementation and individual goals. Under the restricted shares program, Board members will not have financial targets or indicators. Instead, their awards will be primarily linked to the company's adherence to sustainability principles and independent assessments of performance proficiency conducted by external consultants. In Item 10, we see that the total period for share release to participants under both programs considering vesting and lockup is 5 years from the grant date. Lastly, Item 11 provides that both programs are subject to the company's Clawback Policy, which was also developed with assistance from specialized consultants and legal firms and approved by the Board of Directors. On Slide 5, to conclude our explanations of the share-based incentive plan and long-term compensation programs, which may be implemented, the maximum estimated impact on the total compensation of management in this new structure represents an additional BRL 7.4 million for the cycle from April '25 to March '26. This adjustment in the total compensation limit will not result in any cash outflow for the company, reflecting only the maximum estimated value that under applicable accounting standards must be recognized during the period. The new total compensation amount requested for 2025 represents a percentage of the budgeted layer that is lower than in previous years. This concludes my explanation of the share grant plan. Thank you very much. We can now move on to the Q&A session.

[Operator Instructions] At this point, I will pass the floor to the company to answer further questions submitted through the chat. Just a moment, I will repeat the question. We had a technical difficulty. What is the maximum dilution of the market -- maximum market cap for the plan? What is the proposed dilution in the extraordinary meeting and in how many years?

In our share-linked incentive plan in Item 4, the document that we published, we see that the shares granted as incentives on these plans cannot exceed a maximum of 5% of the company's share capital. When this occurs, if this limit is reached, it can only be granted upon approval by the shareholders in a shareholders' meeting. So if that occurs, we will need to convene a shareholders' meeting to figure out what will happen.

I will now pass on to the next question. What are the targets for financial indicators for the first year of the incentive plan?

In the first year, the programs establish that we will consider some indicators such as the LAIR, solvency and coverage, which are regulatory metrics for us, so they're included as well. And we will also have targets, both departmental and individual targets. In the departmental targets, we're also going to consider compliance with the company's plan and budget. Projects that contribute to help the company reach its long-term goals and rise in value as well as targets linked to the ESG agenda and also individual targets for each different professional. These are all included within the plans as indicators and targets for this year.

The next question is, how much time do you expect it will take to reach that 5% limit?

Based on the simulations we've run with support from the specialized consulting firms we hired, we saw that during a 5-year period, if the grants occur as we simulated with the participants we have, in 5 years, we will reach 3.6%.

With regard to additional employees, managers and so on, are there any initiatives for variable pay, such as bonus shares, et cetera?

Yes, for all employees at the company, we do have a short-term incentives, which is the company's PLR. We all have daily targets, quarterly targets these are short-term variables.

Still on the topic of targets, are these indicators public? When will they be published?

All the targets we established for our statutory members, it's actually a very involved process that takes several months. The management creates a proposal based on the company's business plan and strategies, and this is then approved by the Board of Executives. This happens every year. So when we calculate and ascertain these results, there -- firstly, they are audited by our internal audit department so that we can make sure that they have been measured correctly.

The next question, will shares be granted through buybacks? Or will new shares be issued?

Yes, all the shares used in this program are going to be done through market buyback and the shares that we have in the treasury. There will not be any dilution for our shareholders.

We have now completed the questions that have been submitted through the Q&A. [ Aline, ] back to you.

Thank you very much. This now concludes the Q&A session. We'll now pass the floor back to the company for closing remarks.

Thank you all for joining our presentation. We invite all shareholders to cast their votes at the Extraordinary General Meeting on November 3. For any other questions, please contact our IR department. We are fully available to answer any questions you may have.

Thank you all for joining our presentation. We invite once again all shareholders to cast their votes at the General Meeting on November 3, 2025. For any additional questions, please contact IRB(Re) Investor Relations company. Thank you all very much, and have a great day. [Statements in English on this transcript were spoken by an interpreter present on the live call.]