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

Good morning and welcome to Vitru Limited's Extraordinary General Meeting. The meeting will now come to order. I am Edson Gustavo Georgette Peli, a director of the company. I thank you all for being here today. I will act 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 the appropriate time. We ask that you 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 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's 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 icon at the top left of your screen. I 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 prospectus notice sent to all shareholders of record as of the close of business on March 8, 2024. The prospectus and mailing notice was accompanied by the proxy statement and 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 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.

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

Shareholders had received a copy of the prospectus and mailing notice, which is also the agenda of this meeting, which includes matters to be submitted to a vote of the shareholders. At this time, the polls are now open. And we ask that 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 had 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 special resolution: to resolve as a special resolution that the merger and justification protocol and the plan of merger, each to be entered into by and among Vitru Brasil Empreendimentos, Participacoes e Comercio, a corporation, sociedade anônima in Brazil, incorporated under the laws of Brazil, or Vitru Brazil, and the company or the merger protocol and the plan of merger, respectively and together the merger documents, forms of which are included as exhibits to the registration statement on Form F-4 filed with the U.S. Securities and Exchange Commission or the SEC by Vitru Brazil, with a file number 333-274353, or the registration statement, be and are hereby authorized, approved and adopted in all respects; and that the merger of the company with and into Vitru Brazil or the merger, with Vitru Brazil surviving the merger, in accordance with the terms and subject to the conditions of the merger documents as more fully described in the registration statement be and is hereby approved. 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 second item of business is a proposal to pass and approve the following ordinary resolution: to resolve as an ordinary resolution that this Extraordinary General Meeting of the shareholders of the company be adjourned to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of the other proposal at this Extraordinary General Meeting of the shareholders of the company...

And Carlos -- sorry, Carlos, just to jump in there. That resolution will not be put to the meeting given that we will not be adjourning it, so we can disregard that resolution.

Perfect. You're fully right. So I hereby declare the polls closed. I 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 will only address those questions that are pertinent to the scope of this meeting. 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.

Thank you. For resolution 1, to approve and adopt the merger and justification protocol and the plan of merger, the proposal has received a majority of -- 2/3 of the votes cast from the holders of shares present in person or represented by proxy and entitled to vote and for -- and that's the only resolution. Mr. 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 this meeting with respect to the proposals, 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. Mr. Chairperson?

I think we may be having some technical difficulties with Edson. Carlos, do you want to just declare the meeting closed and if there's some technical issue here? Yes.

Yes, yes. Thank you. So this meeting is now concluded. I want to thank you all for attending today's meeting and for the support you have shown for Vitru Limited. Thank you and good morning.