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

Hello, and welcome to the 2023 Vitru Limited Annual General Meeting of Shareholders. Please note that this meeting is being recorded. [Operator Instructions] The meeting is about to begin.

Good morning, and welcome to Vitru Limited Annual General Meeting. This meeting will now come to order. I'm Claudia Jordao Ribeiro Pagnano, chairwoman of the Board of Directors of the company, and I thank you all for being here today. I elect as chairperson of the meeting and Carlos Henrique Boquimpani de Freitas, Chief Financial and Investor Relations Officer, will act as 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 an appropriate moment. We ask you that you restrict your remarks to the items on the agenda. Any questions will be read by the Secretary and answer 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. To access and view uploaded documents, please click on the documents icon at the top of the left side of your screen, then click on the document name. Thank you for your cooperation with the rules of conduct of this meeting which can be viewed by clicking on the documents icon at the top left of your screen. I now ask the Secretary to give the update on the qualification and quorum 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 business on September 25, 2023. The meeting notice was accompanied by the proxy statement, the formal proxy and the annual report on Form 20-F of the company for fiscal year ended 31st of December 2022. These documents will be filed with the records of this meeting. We have a quorum to hold this meeting. As set out in this 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 or by proxy or if a corporation or other nonnetwork person by its duly authorized representatives constitutes a quorum of the shareholders and all legal requirements for holding this meeting have been satisfied.

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

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 the 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 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 full year ended 31st December 2022 be approved and ratified. 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... The second item of business is a 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; Mrs. Aline San Lee Sun, as an independent member of the Board of Directors, Mr. Carlos Eduardo Martins e Silva; Ms. Claudia Jordao Pagnano, as independent Board member; Mr. Daniel Arthur Broghi; Mr. Edson Gustavo Georgette Peli; Mr. Felipe Samuel Argalji; Mr. Fernando Cezar Dantas Porfirio Borges; Mr. Lywal Salles Filho; Mr. Rivadavia Corre Drummond de Alvarenga Neto, as an independent member of the Board; and Mr. Weslley Kendrick Silva and Mr. Wilson de Matos 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. The third item of business is a proposal to pass and approve the following resolution: To resolve as a special resolution that the amended and restated memorandum and articles of association of the company currently in effect, the articles, be amended and restated pursuant to Article 41.2 of the articles by the deletion in their entirety and the substitution in their place of the amended and restated memorandum and articles of association in the form presented at the AGM. Such deletion, amendment and restatement to become effective only upon the closing of the transaction contemplated by the share purchase agreement with respect to common shares of the company dated August 25, 2023, between Vinci Capital Partners II J Beta Fundo de Investimento em Participacoes Multiestrategia, Agresti Investments LLC, Botticelli Investments LLC, Caravaggio Investments LLC and Raffaello Investments LLC and Dboat I Fundo de Investimento em Participacoes Multiestrategia. 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 is now open to questions and answers. [Operator Instructions] Please note that in the interest of our 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.

The voting results. 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 2022 be approved and ratified. The proposal has received a majority of the votes cast for the holders of shares present in person, represented by proxy and entirety vote on the approval of our financial statements and the auditor's report for the fiscal year ended 31st December 2022. On the proposal to resolve as an ordinary resolution to reelect as members of the Board of Directors of the company. Mrs. Aline San Lee Sun, as independent Board member and Mr. Carlos Eduardo martins e Silva; Mrs. Claudia Jordao Pagnano, as independent Board member; Mr. Daniel Arthur Broghi; Mr. Edson Gustavo Georgette Peli; Mr. Felipe Samuel Argalji; Mr. Fernando Cezar Dantas Porfirio Borges; Mr. Lywal Salles Filho; Mr. Rivadavia Corre Drummond de Alvarenga Neto, as an independent Board member; Mr. Weslley Kendrick Silva and Mr. Wilson de Matos Silva. The proposal has received a majority of the votes cast from the holders of shares present in person or represented by proxy and entirety vote on the reelection of the directors. Finally, 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 in their entirety and the substitution in their place of the amended and restated memorandum and articles of association in the form presented at the AGM. Such deletion, amendment and restatement to become effective only upon the closing of the transaction contemplated by the share purchase agreement with respect to common shares of the company dated August 25, 2023, between Vinci Capital Partners II J Beta Fundo de Investimento em Participacoes Multiestrategia, Agresti Investments LLC, Botticelli Investments LLC, Caravaggio Investments LLC and Raffaello Investments LLC and Dboat I Fundo de Investimento em Participacoes Multiestrategia. The proposal has received the required majority of the votes cast from the holders of shares present in person or represented by proxy and entirety vote on approval of the amended and restated memorandum and articles of association. Mrs. Chairperson, 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 the meeting with respect to the proposal, we 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, Secretary. This meeting so is now concluded. I want to thank you all for attending today's meeting and for the support you have shown for Vitru Limited.