Vitru Educação S.A. (VTRU3) Earnings Call Transcript & Summary

Good morning, and welcome to Vitru Limited Annual General Meeting. This meeting will now come to order. I'm Claudia Jordao Pagnano, Director of the company, and I thank you all for being here today. I will act as the Chairperson of the meeting. [Operator Instructions] Please note that in the interest of all shareholders, we will only address those questions that are pertinent to the scope of the meeting and at the appropriate moment. We ask that you restrict your remarks to the items of the agenda. Any questions will be read by the Secretary announced before the announcement of the voting results. If you have joined this meeting as a guest rather than as a shareholder, you will not be able to participate or submit questions. Thank you for your cooperation with the rules of conduct of this meeting, which can be viewed by the clicking on the documents at the top left of your screen. I ask now the Secretary to give the update on the qualification of this meeting to proceed.

This meeting is held pursuant to a reading notice sent to all shareholders of record as of the close of business on 27th of June 2022. The bid notice was accompanied by the proxy statement, the form of proxy and the annual report on Form 20-F of the company for the fiscal year ended 31 December 2021. These documents 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 our 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 representatives constitutes a quorum of the shareholders and all legal requirements for holding this meeting have been satisfied.

Okay. The meeting is lawfully convened and ready to transact business. Shareholders 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 to click on the proxy voting site link in the middle of the left side of your screen, enter your control number and vote on the proposals for this meeting. Shareholders who have standing 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 to pass and approve the following resolution: To resolve as an ordinary resolution that the company's financial statements and the auditor's report for the fiscal year ended 31st December 2021, be approved and ratified. I will pause briefly to allow for any comments or questions to be submitting via the messaging icon at the top of the left side of your screen. The second item of the business is the proposal to pass and approve the following resolution: To resolve as an ordinary resolution to reelect as members of the Board of Directors of the company; Ms. Aline San Lee Sun as independent member of the Board of Directors. Mr. Carlos Eduardo Martins e Silva, Mrs. Claudia Jordao Ribeiro Pagnano as an independent member of the Board of Directors; Mr. Edson Gustavo Georgette Peli, Mr. Fernando Cezar Dantas Porfírio Borges, Mr. Lywal Salles Filho and Mr. Rivadavia Correa Drummond de Alvarenga Neto an independent member of the Board of Directors. I will pause briefly to allow for any comments or questions to be submitted via the messaging icon at the top of the left side of the screen. The third item of the business is the proposal to pass and approve the following resolution to resolve as an ordinary resolution to elect as member of the Board of Directors of the company. Mr. Wilson De Matos Silva and Mr. Weslley Kendrick Silva. I will pause briefly to allow for any comments or questions to be submitted via the messaging icon at the top of the left side of your screen. I hereby declare the polls closed. The secretary will now tabulate the votes and report the preliminary results before the close of the meeting. The floor now is open for questions and answers. [Operator Instructions] Please note that in the interest of all shareholders, we will only address those questions that are pertinent to the scope of this meeting. If there are no further questions or comments, I have been advised by the Secretary that the tallies are now available, and I'll ask the Secretary to read them.

On the proposal to resolve as an ordinary resolution that the company's financial statements and the auditor's report for the fiscal year ended 31st December 2021, we approved and ratified. The proposal 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 financial statements and the auditor's report for the fiscal year ended 31 December 2021. On the proposal to resolve as an ordinary resolution to reelect as members of the Board of Directors of the company. Ms. Aline San Lee Sun as an independent Board member of the Board of Directors; Mr. Carlos Eduardo Martins e Silva, Mrs. Claudia Jordao Ribeiro Pagnano as an independent member of the Board of Directors; Mr. Edson Gustavo Georgette Peli; Mr. Fernando Cezar Dantas Porfírio Borges, Mr. Lywal Salles Filho and Mr. Rivadavia Correa Drummond de Alvarenga Neto as independent member of the Board of Directors. The proposal has received a majority of the votes cast from the holders of shares present in person or represented by proxy and positive vote on the approval of the appointment of the directors. On the proposal to resolve as an ordinary resolution to elect as members of the Board of Directors of the company. Mr. Wilson De Matos Silva and Mr. Weslley Kendrick Silva, the proposal has received a majority of the votes cast from the holder of shares present in person or represented by proxy and entitled to vote on the approval of the appointment of the directors. Mrs. Chairperson, the final results of the shareholder vote, reflecting all proxies received by mail through the close of the meeting and any votes cast in person during the meeting with respect to the proposals will be included in the minutes of the meeting, and the final results of the meeting will be released to the market through a current report on Form 6-K.

Thank you, Secretary. This meeting is now concluded, and I want to thank you for all attending today's meeting and for the support you have shown for Vitru Limited. Thank you very much.