Hello, and welcome to the 2023 Vitru Limited Annual General Meeting of Shareholders. Please note that this meeting is being recorded. Questions may be submitted via the message icon at the top left of your screen by typing in your message, then clicking the send icon to the right of the message box. The meeting is about to begin.
Good morning, and welcome to Vitru Limited Annual General Meeting. This meeting will now come to order. I am Claudia Jordão Ribeiro Pagnano, Chairwoman of the Board of Directors of the company, and I thank you all for being here today. I'll 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. Should you wish to submit a question during the meeting, please click on the messaging icon at the bottom of the left side of your screen. Type your question into the text box, then click on the send icon at the right of the text box. Please know 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 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 name to view it. 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 re-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 form of proxy, and the annual report on Form 20-F of the company for the fiscal year ended December 2022. These documents will be filed with the records of these meetings. 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 one-third in aggregate of the voting power of all shares in issue and entitled to vote, present, and in person or by proxy, or if a corporation or other non-natural 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 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 first item of business is a proposal to pass and approve the following resolution: To resolve as ordinary resolution that the company's financial statements and auditor's report for the fiscal year ended 31 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 screen.
The second item of business is a proposal to pass and approve the following resolution: To resolve as an ordinary resolution to re-elect as members of the board of directors of the company, Mrs. Aline Leite San Lee Sun, as an independent member of the board of directors, Mr. Carlos Eduardo Martins Silva, Mrs. Claudia Jordão Ribeiro Pagnano, as independent board member, Mr. Daniel Arthur Borghi, Mr. Edson Gustavo Georgette Peli, Mr. Felipe Samuel Argalji, Mr. Fernando Cezar Dantas Porfírio Borges, Mr. Lywal Salles Filho, Mr. Rivadávia Corrêa Drummond de Alvarenga Neto , as 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 article 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, Jabotá Fundo de Investimento em Participações Multiestratégia , Agreste Investments LLC, Botticelli Investments LLC, Caravaggio Investments LLC, and Raffaello Investments LLC, and the Bote 1 Fundo de Investimento em Participações Multiestratégia. 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. If you would like to submit a question or comment, please click on the messaging icon at the top left side of your screen. Type your question into the text box, then click the send icon at the right of such text box. 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 will 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 December 2022, be approved and ratified. The proposal has received a majority of the votes cast for the holders of shares present in person or represented by proxy, and entitled to vote on the approval of financial statements and the auditor's report for the fiscal year ended December 2022. On the proposal to resolve as an ordinary resolution to re-elect as members of the board of directors of the company: Mrs. Aline Leite San Lee Sun, as independent board member, and Mr. Carlos Eduardo Martins Silva, Mrs. Claudia Jordão Ribeiro Pagnano, as independent board member, Mr. Daniel Arthur Borghi, Mr. Edson Gustavo Georgette Peli, Mr. Felipe Samuel Argalji, Mr. Fernando Cezar Dantas Porfírio Borges, Mr.
Lywal Salles Filho, Mr. Rivadávia Correa Drummond de Alvarenga Neto, as 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 entitled to vote on the re-election 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, with the deletion in their entirety of the... and 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, Jabota Fundo de Investimento em Participações Multiestratégia, Agreste Investments LLC, Botticelli Investments LLC, Caravaggio Investments LLC, and Raffaello Investments LLC, and the Bote 1 Fundo de Investimento em Participações Multiestratégia. The proposal has received the required 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 amended and restated memorandum and articles of association. 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 the 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, Secretary. This meeting show is now concluded. I want to thank you all for attending today's meeting and for the support you have shown for Vitru Limited.