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

Hello, and welcome to the 2022 Vitru Limited Extraordinary General Meeting of Shareholders. It's my pleasure to now turn the meeting over to Carlos Eduardo Martins. Mr. Martins, the floor is yours.

Thank you. Good morning, and welcome to Vitru Limited Extraordinary General Meeting. Let the meeting now come to order. I'm Carlos Eduardo Martins, the Chairman of the Board of Directors of the company. I thank you all for being here today. I will act as Chairperson of the meeting and Amanda Felton, Head of Legal of Vitru Limited, will act as a Secretary 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 proper moment, we will ask you to restrict your remarks to the items on the agenda. Any questions will be read by the Secretary and answered before the announcement of the voting results. If you have joined this meeting as a guest rather than a shareholder, you will not be able to participate or submit questions. To access and [indiscernible] uploaded documents, please click on documents icon at the top of the left side of your screen, then click on the document name to view it. Thank you for your cooperation with the rules of conduct for this meeting, which can be viewed by clicking on the documents item on the top left side of your screen. I asked that Secretary to give the update of the qualification and the quorum of the meeting to proceed. Please, Amanda?

This meeting is held pursuant to a reading notice sent to all shareholders of record as of the close of business on October 26, 2022. The meeting notice was accompanied by a proxy statement in the form of proxy. These documents will be filed with the records of this meeting. We have a quorum to hold this meeting 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 and 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.

Transaction of business. The meeting is lawfully convened in ready-to-transact business. I now ask the Secretary to proceed with the agenda of this meeting.

Thanks. 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 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 sent in proxies, do not need to take any further action at this time. We will now proceed to the matters to be voted on. The item of business is a proposal to pass and approve the following special resolution: To resolve as a special resolution that the amended and restated memorandum and articles of association of the company currently, in fact, defined as the articles be amended and restated pursuant to Article 41.2 of the articles by the deletion in their entirely -- entirety and the substitution in their place of the amended and restated memorandum and articles of association, defined as amended and restated memorandum and articles of association. In the form presented in this AGM, such deletion, amendment and restatement to become effective only upon the closing of the investment by the Crescera Growth Capital Master, the [indiscernible] and Crescera Growth Capital [indiscernible] as contemplated by the investment agreement dated September 27, 2022, between Crescera and Vitru. 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 post closed. The Secretary will now tabulate the votes and report the preliminary results before the close of the meeting.

The floor is open for questions and answers. [Operator Instructions] Please note that in the interest of all shareholders, we only address those questions that are pertinent to the scope of this meeting. If there are no questions or comments, I have advised the Secretary, the details are now available and we will ask the Secretary to read them.

On the proposal to resolve as a special resolution that the articles be amended and restated pursuant to Article 41.2 of the articles by the deletion of their entirety and the substitution in their place of the amended and restated memoranda and the articles of association in the form presented at this AGM. Such deletion, amendment and restatement will become effective only upon the closing of the investment by Crescera entities contemplated by the investment agreement, dated September 27, between Crescera and Vitru Limited. We note that the closing of the Crescera investment occurred in November 10, 2022. Mr. Chairperson, the final results of the shareholder vote reflecting all proxies received by e-mail through the closing 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 released to the market through a current report on Form 6-K.

Thank you, Amanda. This meeting is now concluded. I want to thank you for attending today's meeting, for the support you have shown for the company Vitru Limited. Thank you, everyone.