| PROSPECTUS SUPPLEMENT |
Filed pursuant to Rule 424(b)(3) |
| (to prospectus dated October 25, 2021) |
Registration No. 333-260480 |
Vitru Limited
Common Shares
This prospectus supplement relates to the offer
and sale or other disposition, from time to time, of up to 371,394 common shares, par value US$0.00005 (“Vitru common shares”)
of Vitru Limited (“Vitru”), by Vinci Capital Partners II J Beta Fundo De Investimento em Participações Multiestratégia
(the “Selling Shareholder”). We are not offering any Vitru common shares under this prospectus supplement and will not receive
any proceeds from the sale or other disposition of Vitru common shares offered by the Selling Shareholder. The Selling Shareholder intends
to transfer its Vitru common shares to certain of its existing equity holders as a distribution in kind to such equity holders (the “Transaction”).
We are registering the offer and sale of these Vitru common shares in order to enable the Selling Shareholder to give effect to the envisaged
Transaction.
The Selling Shareholder may, from time to time,
offer and sell or otherwise dispose of the Vitru common shares held by it directly or indirectly through agents or broker-dealers on terms
to be determined at the time of sale. See “Plan of Distribution.” The Selling Shareholder will bear all other costs, fees
and expenses incurred in connection with the registration of the shares covered by this prospectus supplement. See “Selling Shareholder”
and “Plan of Distribution.”
Vitru common shares are traded on the Nasdaq Global
Select Market, or NASDAQ, under the ticker symbol “VTRU.” On September 25, 2023, the last reported sale price of Vitru common
shares on NASDAQ was US$16.29.
Investing in Vitru common shares involves
risks. You should carefully read and consider the risks described in “Risk Factors” on page S-2 of this prospectus supplement
and as incorporated by reference herein before investing in Vitru common shares.
Neither the Securities and Exchange Commission
(the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus
supplement is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is September
26, 2023.
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of contents
Page
Prospectus Supplement
Prospectus
About This Prospectus
Supplement
This prospectus supplement and the accompanying
prospectus are part of a registration statement that we filed with the SEC utilizing a “shelf” registration process. Under
the shelf registration process, we may, from time to time, offer and sell any combination of the securities described in the accompanying
prospectus in one or more offerings. This document consists of two parts. The first part is the prospectus supplement, which describes
the specific terms of this offering and supplements information contained in the accompanying prospectus and certain documents incorporated
by reference into the accompanying prospectus. The second part is the accompanying prospectus, which gives more general information about
us and the securities we may offer from time to time under our shelf registration statement, some of which may not be applicable to this
offering.
To the extent there is a conflict between the
information contained in this prospectus supplement, on the one hand, and the information contained in the accompanying prospectus or
any previously filed document incorporated by reference into this prospectus supplement or the accompanying prospectus, on the other hand,
you should rely on the information in this prospectus supplement.
You should carefully read the accompanying prospectus,
this prospectus supplement, the documents incorporated by reference in the accompanying prospectus and in this prospectus supplement,
and any free writing prospectus that we have filed with the SEC and authorized for use in connection with this offering, in their entirety
before making an investment decision, together with additional information described under the heading “Where You Can Find More
Information” in the accompanying prospectus.
Risk Factors
Investing in Vitru common shares involves risk.
Before you invest in Vitru common shares, you should carefully consider all of the risk factors incorporated by reference in this prospectus
supplement, including the risk factors set forth in our Annual Report on Form 20-F for the year ended December 31, 2022, and any subsequent
Current Reports on Form 6-K. You should also carefully consider all of the other information included or incorporated by reference in
this prospectus supplement. The occurrence of any of these risks could materially and adversely affect our business, financial condition,
liquidity, cash flows, results of operations, prospects, and our ability to make or sustain distributions to our shareholders, which could
result in a partial or complete loss of your investment in Vitru common shares. Some statements in this prospectus supplement constitute
forward-looking statements. See “Special Note on Forward-Looking Statements” in the accompanying prospectus.
Use of Proceeds
Vitru will not receive any of the proceeds from
any sale or other disposition of Vitru common shares by the Selling Shareholder.
The Selling Shareholder will pay any underwriting
fees, discounts or commissions attributable to the sale of the shares registered under this prospectus supplement, or any fees and expenses
of any broker-dealer or other financial intermediary engaged by any Selling Shareholder. The Selling Shareholder will bear all other costs,
fees and expenses incurred in connection with the registration of the shares covered by this prospectus supplement. See “Selling
Shareholder” and “Plan of Distribution.”
Selling Shareholder
The Selling Shareholder may use this prospectus
supplement to resell or otherwise dispose of, from time to time, the Vitru common shares in connection with, or relating to, the Transaction.
Information about the Selling Shareholder is set
forth herein, and information about additional selling shareholders (if any) will be set forth in a further prospectus supplement or in
filings that Vitru makes with the SEC under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), incorporated
by reference in this prospectus supplement. The Selling Shareholder, including its transferees, pledgees or donees or their successors,
may, from time to time, offer and sell or otherwise dispose of pursuant to this prospectus supplement any or all of its Vitru common shares.
The Selling Shareholder may offer and sell or
otherwise dispose of up to 371,394 or none of its Vitru common shares. Vitru understands that the Selling Shareholder expects to transfer
up to 371,394 of its Vitru common shares. In addition, the Selling Shareholder may have sold, transferred or otherwise disposed of all
or a portion of their Vitru common shares since the date on which it provided the information regarding its Vitru common shares in transactions
exempt from the registration requirements of the Securities Act. This information is based on information provided by or on behalf of
the Selling Shareholder. Percentage ownership information in the following table is based on 33,826,199 Vitru common shares outstanding
as of September 25, 2023.
Vitru Common Shares
The following table sets forth information with
respect to the number of Vitru common shares owned by the Selling Shareholder that may be offered, sold or otherwise disposed of pursuant
to this prospectus supplement.
|
Name |
Share
of
Vitru
Common Shares
Beneficially Owned Prior to Transaction(2) |
Number of
Shares of Vitru
common shares
Offered |
Expected Vitru Common
Shares Beneficially Owned
After Transaction |
|
Shares |
Percent |
Shares |
Percent |
Vinci Capital Partners II J Beta Fundo De Investimento
em Participações Multiestratégia(1) |
906,523 |
2.68% |
371,394 |
535,129 |
1.58% |
| (1) | Vinci Capital Gestora de Recursos Ltda. (“Vinci Manager”) serves as the investment manager of Vinci Capital Partners II
J Beta Fundo de Investimento Em Participações Multiestratégia. By virtue of the foregoing, each entity may be deemed
to share voting power and the power to direct the disposition of the Vitru common shares that each owns of record. Each entity disclaims
ownership of the Vitru common shares, except to the extent of their pecuniary interest therein. |
| (2) | As of September 25, 2023. |
Plan of Distribution
This prospectus supplement relates to the offer
and sale or other disposition from time to time of Vitru common shares by the Selling Shareholder. Vitru common shares held by the Selling
Shareholder may be “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act and will contain
a legend setting out such restriction and will be segregated until such time as they are sold or otherwise disposed of under the registration
statement of which this prospectus supplement forms a part. Vitru is registering the resale of Vitru common shares for sale to provide
the holders thereof with freely tradable securities, but such shares will not become freely tradable until sold pursuant to the registration
statement of which this prospectus supplement forms a part. There can be no assurance that the Selling Shareholder will sell or otherwise
dispose of any or all of the Vitru common shares registered pursuant to the registration statement of which this prospectus supplement
forms a part.
The Selling Shareholder may, from time to time,
sell or otherwise dispose of up to 371,394 of the Vitru common shares beneficially owned by it and offered hereby directly or indirectly
through one or more broker-dealers or agents. The Selling Shareholder will be responsible for any agent’s commissions. The Vitru
common shares may be sold or otherwise disposed of in one or more transactions at fixed prices, at prevailing market prices at the time
of the sale, at varying prices determined at the time of sale or at negotiated prices. The Selling Shareholder may use any one or more
of the following methods when selling Vitru common shares:
| · | on the NASDAQ or any other national securities exchange or quotation service on which the securities may be listed or quoted at the
time of sale; |
| · | in the over-the-counter market; |
| · | in transactions otherwise than on these exchanges or systems or in the over-the-counter market; |
| · | through the writing of options, swaps or derivatives, whether such options are listed on an options exchange or otherwise; |
| · | through ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; |
| · | through block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of
the block as principal to facilitate the transaction; |
| · | through purchases by a broker-dealer as principal and resale by such broker-dealer for its account; |
| · | through an exchange or market distribution in accordance with the rules of the applicable exchange or market; |
| · | in privately negotiated transactions; |
| · | through the settlement of short sales; |
| · | through broker-dealers that may agree with the Selling Shareholder to sell a specified number of such shares at a stipulated price
per share; |
| · | through a combination of any such methods of sale; and |
| · | any other method permitted pursuant to applicable law. |
The Selling Shareholder may also sell shares under
Rule 144 under the Securities Act, if available, rather than under this prospectus supplement.
In addition, the Selling Shareholder may enter
into hedging transactions with broker-dealers who may engage in short sales of shares in the course of hedging the positions they assume
with the Selling Shareholder. The Selling Shareholder may also sell shares short and deliver the shares to close out such short position.
Broker-dealers engaged by the Selling Shareholder
may arrange for other broker-dealers to participate in sales. If the Selling Shareholder effect such transactions through underwriters,
broker-dealers or agents, such underwriters,
broker-dealers or agents may receive commissions
in the form of discounts, concessions or commissions from the Selling Shareholder or commissions from purchasers of the Vitru common shares
for whom they may act as agent or to whom they may sell as principal, or both (which discounts, concessions or commissions as to particular
underwriters, broker-dealers or agents may be less than or in excess of those customary in the types of transactions involved).
The Selling Shareholder and any broker-dealers
or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities
Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale
of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act.
The Selling Shareholder will be subject to the
Exchange Act and the rules promulgated thereunder, including Regulation M, which may limit the timing of purchases and sales of Vitru
common shares by the Selling Shareholder and their affiliates.
The Selling Shareholder will bear all other costs,
fees and expenses incurred in connection with the registration of the shares covered by this prospectus supplement. In addition, Vitru
does not have any obligation to pay any underwriting fees, discounts or commissions attributable to the sale of such Vitru common shares,
or any fees and expenses of any broker-dealer or other financial intermediary engaged by any Selling Shareholder.
PROSPECTUS
Vitru Limited
(incorporated in the Cayman Islands)
U.S.$400,000,000
Common Shares, Debt Securities, Warrants, Rights and Units offered by the Company and
23,538,503 Common Shares offered by the Selling
Shareholders
Vitru Limited, or Vitru, may offer, from time
to time, common shares, U.S.$0.00005 par value per share, senior debt securities, subordinated debt securities, warrants, rights to purchase
any of our common shares or any of the other securities offered pursuant to this registration statement, or units, separately or together
in any combination, in one or more offerings up to U.S.$400,000,000. Our common shares are listed on the Nasdaq Global Select Market under
the symbol “VTRU.” The closing price of our common shares, as reported on the Nasdaq Global Select Market on October 22, 2021
was U.S.$14.20.
In addition, from time to time, any selling shareholders
named in a prospectus supplement, or the selling shareholders, may offer and sell, from time to time, up to 23,538,503 common shares held
by them and covered by this prospectus. We will not receive any proceeds from the sale of common shares by the selling shareholders.
We will provide the specific terms of the securities,
and the manner in which they will be offered, in one or more supplements to this prospectus. Any supplement may also add, update or change
information contained, or incorporated by reference, in this prospectus. You should read carefully both this prospectus and the applicable
prospectus supplement, together with the additional information described under the headings “Where You Can Find More Information”
and “Incorporation of Documents by Reference,” before you invest in our securities. The amount and price of the offered securities
will be determined at the time of the offering.
The securities may be offered and sold in the
same offering or in separate offerings, to or through underwriters, dealers and agents; or directly to purchasers. The names of any underwriters,
dealers or agents involved in the sale of our securities, their compensation and any option to purchase additional securities held by
them will be described in the applicable prospectus supplement. See “Plan of Distribution.”
Investing in these securities involves certain
risks.
See “Risk Factors” section beginning on page 2.
Neither the Securities and Exchange Commission,
or the SEC, nor any state securities commission has approved or disapproved these securities, or determined if this prospectus is truthful
or complete. Any representation to the contrary is a criminal offense. This prospectus may not be used to offer or sell any securities
unless it is accompanied by a prospectus supplement.
The date of this prospectus is October 25, 2021
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About This Prospectus
This prospectus is part of a registration statement
that we filed with the SEC utilizing a shelf registration process. Under this shelf process, any of the securities identified in this
prospectus may be offered together or separately in one or more series, if any. We may offer and sell any combination of the securities
identified in this prospectus.
This prospectus provides you with a general description
of the securities we may offer. Each time we or the selling shareholders sell securities, we will provide a prospectus supplement that
will contain specific information about the terms of those securities and their offering, including the specific amounts, prices and terms
of the offered securities. This prospectus contains summaries of certain provisions contained in some of the documents described herein,
but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual
documents. The prospectus supplement may also add, update or change any of the information contained in this prospectus. You should read
both this prospectus and any prospectus supplement together with the additional information described under the headings “Risk Factors,”
“Where You Can Find More Information” and “Incorporation of Documents by Reference” before making an investment
decision.
This prospectus and any accompanying prospectus
supplement do not contain all of the information included in the registration statement as permitted by the rules and regulations of the
SEC. For further information, we refer you to the registration statement on Form F-3, including its exhibits. If you are in a jurisdiction
where offers to sell, or solicitations of offers to purchase, the securities offered by this document are unlawful, or if you are a person
to whom it is unlawful to direct these types of activities, then the offer presented in this document does not extend to you.
You should assume that the information in this
prospectus or any prospectus supplement, as well as the information incorporated by reference in this prospectus or any prospectus supplement,
is accurate only as of the date of the documents containing the information, unless the information specifically indicates that another
date applies. Our business, financial condition, results of operations and prospects may have changed since those dates.
Wherever references are made in this prospectus
to information that will be included in a prospectus supplement, to the extent permitted by applicable law, rules or regulations, we may
instead include such information or add, update or change the information contained in this prospectus by means of a post-effective amendment
to the registration statement of which this prospectus is a part, through filings we make with the SEC that are incorporated by reference
in this prospectus or by any other method as may then be permitted under applicable law, rules or regulations.
Unless otherwise indicated or the context otherwise
requires, all references in this prospectus to “Vitru” or the “Company,” “we,” “our,”
“ours,” “us” or similar terms refer to Vitru Limited, together with its subsidiaries. The common shares and the
other securities that may be offered using this prospectus are referred to collectively herein as the securities.
Special Note on
Forward-Looking Statements
This prospectus, the registration statement of
which it forms a part, and the documents incorporated by reference herein contain forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. Many of the forward-looking statements can be identified by the use of forward-looking
words such as “anticipate,” “believe,” “could,” “expect,” “should,” “plan,”
“intend,” “may,” “predict,” “continue,” “estimate” and “potential,”
among others.
Forward-looking statements appear in a number
of places and include, but are not limited to, statements regarding our intent, belief or current expectations. Forward-looking statements
are based on our management’s beliefs and assumptions and on information currently available to our management. Such statements
are subject to risks and uncertainties, and actual results may differ materially from those expressed or implied in the forward-looking
statements due to various factors, including, but not limited to, those identified under the section entitled “Risk Factors”
in this prospectus. These risks and uncertainties include factors relating to:
| · | the impact of the 2019 novel coronavirus, or COVID-19, outbreak on general economic and business conditions in Brazil and globally
and any restrictive measures imposed by governmental authorities in response to the outbreak; |
| · | our ability to implement, in a timely and efficient manner, any measure necessary to respond to, or reduce the impacts of the COVID-19
outbreak on our business, operations, cash flow, prospects, liquidity and financial condition; |
| · | our ability to efficiently predict and react to temporary or long-lasting changes in consumer behavior resulting from the COVID-19
outbreak, including after the outbreak has been sufficiently controlled; |
| · | the downgrading of Brazil’s investment ratings; |
| · | general economic, financial, political, demographic and business conditions in Brazil, as well as any other countries we may serve
in the future and their impact on our business; |
| · | fluctuations in interest, inflation and exchange rates in Brazil and any other countries we may serve in the future; |
| · | our ability to implement our business strategy; |
| · | our ability to adapt to technological changes in the educational sector; |
| · | the availability of government authorizations on terms and conditions and within periods acceptable to us; |
| · | our ability to continue attracting and retaining new students; |
| · | our ability to maintain the academic quality of our programs; |
| · | our ability to maintain the relationships with our hub partners; |
| · | our ability to collect tuition fees; |
| · | our ability to grow our business; |
| · | the availability of qualified personnel and the ability to retain such personnel; |
| · | changes in the financial condition of the students enrolling in our schools in general and in the competitive conditions in the education
industry, or changes in the financial condition of our schools; |
| · | our capitalization and level of indebtedness; |
| · | the interests of our controlling shareholders, funds and accounts advised by The Carlyle Group, or Carlyle, funds and accounts advised
by Vinci Partners, or Vinci Partners, and funds and accounts advised by Neuberger Berman, or the NB Funds, or, collectively, the “Controlling
Shareholders”; |
| · | changes in government regulations applicable to the education industry in Brazil; |
| · | government interventions in education industry programs, that affect the economic or tax regime, the collection of tuition fees or
the regulatory framework applicable to educational institutions; |
| · | a decline in the number of students enrolled in our programs or the amount of tuition we can charge; |
| · | our ability to compete and conduct our business in the future; |
| · | the success of operating initiatives, including advertising and promotional efforts and new product, service and concept development
by us and our competitors; |
| · | changes in consumer demands and preferences and technological advances, and our ability to innovate to respond to such changes; |
| · | changes in labor, distribution and other operating costs; |
| · | our compliance with, and changes to, government laws, regulations and tax matters that currently apply to us; |
| · | other factors that may affect our financial condition, liquidity and results of operations; and |
| · | other risk factors discussed under “Risk Factors.” |
Forward-looking statements speak only as of the
date they are made, and we do not undertake any obligation to update them in light of new information or future developments or to release
publicly any revisions to these statements in order to reflect later events or circumstances or to reflect the occurrence of unanticipated
events.
The Company
We are a Cayman Islands exempted company incorporated
with limited liability on March 5, 2020.
Our mission is to democratize access to education
in Brazil through a digital ecosystem and empower every student to create their own success story.
Postsecondary education students in Brazil have
been facing several challenges, including (1) high tuition fees with few to no financing alternatives; (2) long commutes; (3) lack of
access to continuously available resources for studying; (4) teachers, tutors and materials which fail to engage students; and (5) poor
support and student experience.
We believe that the future of postsecondary education
consists of a combination of quality, engagement, flexibility, affordability, technology and innovation. We believe that by incorporating
all these elements into our value proposition, we not only provide an unparalleled hybrid learning experience for our students in their
academic journey, but also help them to increase their professional opportunities, which translates into higher employability levels and
wages.
Our registered office is c/o Maples Corporate
Services Limited, PO Box 309, Ugland House, Grand Cayman KY1-1104, Cayman Islands.
Our principal executive offices are located at
Rodovia José Carlos Daux, 5500, Torre Jurerê A, 2nd floor, Saco Grande, Florianópolis, in the State of Santa Catarina,
88032-005, Brazil. Our legal name is Vitru Limited and our commercial name is “Vitru” or “Uniasselvi.” Our telephone
number at our principal executive offices is +55 (47) 3281-9500. Our principal website is www.vitru.com.br. The information contained
in, or accessible through, our website is not incorporated into this prospectus or the registration statement of which it forms a
part.
Risk Factors
Investing in the securities offered using this
prospectus involves risk. Before you decide to buy our securities, you should carefully consider the risks described under the heading
“Risk Factors” in our 2020 Annual Report (as defined herein), which is incorporated herein by reference, as well as the risks
that are described in the applicable prospectus supplement and in other documents incorporated by reference in this prospectus. If any
of these risks actually occur, our business, financial condition and results of operations could suffer, and the trading price and liquidity
of the securities offered using this prospectus could decline, in which case you may lose all or part of your investment. Please see “Where
You Can Find More Information” and “Incorporation of Documents by Reference” for information on where you can find the
documents we have filed with or furnished to the SEC and which are incorporated into this prospectus by reference.
Enforceability
of Civil Liabilities
Cayman Islands
We are registered under the laws of the Cayman
Islands as an exempted company with limited liability. We are registered in the Cayman Islands because of certain benefits associated
with being a Cayman Islands company, such as political and economic stability, an effective judicial system, a favorable tax system, the
absence of foreign exchange control or currency restrictions and the availability of professional and support services.
Cayman Islands has a different body of securities
laws as compared to the United States and provides less protection to investors. Additionally, Cayman Islands companies may not have standing
to sue before the Federal courts of the United States.
We have been advised by Maples and Calder (Cayman)
LLP, our Cayman Islands legal counsel, that the courts of the Cayman Islands are unlikely (i) to recognize or enforce against us judgments
of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States or any
state; and (ii) in original actions brought in the Cayman Islands, to impose liabilities against us predicated upon the civil liability
provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are
penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the
United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction
without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an
obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced
in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine
or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained
in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards
of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands Court may stay enforcement proceedings
if concurrent proceedings are being brought elsewhere.
Substantially all of our assets are located outside
the United States, in Brazil. In addition, all of the members of our board of directors and our officers are nationals or residents of
Brazil and all or a substantial portion of their assets are located outside the United States. As a result, it may be difficult for investors
to effect service of process within the United States upon us or these persons, or to enforce against us or them judgments obtained in
United States courts, including judgments predicated upon the civil liability provisions of the securities laws of the United States or
any state in the United States.
We have appointed Cogency Global Inc., with
offices at 122 East 42nd Street, 18th Floor, New York, NY, 10168, as our agent to receive service of process with respect to any action
brought against us in the United States under the federal securities laws of the United States or of any state in the United States arising
out of an offering of securities.
Brazil
We have been advised by Lefosse Advogados, our
Brazilian counsel, that a judgment of a United States court for civil liabilities predicated upon the federal securities laws of the United
States may be enforced in Brazil, subject to certain requirements described below. Such counsel has advised that a judgment against us,
the members of our board of directors or our executive officers obtained in the United States would be enforceable in Brazil without retrial
or re-examination of the merits of the original action including, without limitation, any final judgment for payment of a certain amount
rendered by any such court, provided that such judgment has been previously recognized by the Brazilian Superior Tribunal of Justice (Superior
Tribunal de Justiça), or STJ. That recognition will only be available, pursuant to Articles 963 and 964 of the Brazilian
Code of Civil Procedure (Código de Processo Civil, Law No. 13,105, of March 16, 2015, as amended), if the U.S.
judgment:
| · | complies with all formalities necessary for its enforcement under the laws of the U.S. court; |
| · | is issued by a competent court or authority in the jurisdiction where it was awarded, after proper service of process is made on the
parties, which service must be in accordance with Brazilian law if made in Brazil; or |
after sufficient evidence of absence (revelia)
has been given, as requested under the laws of the United States;
| · | is not rendered in an action upon which Brazilian courts have exclusive jurisdiction, pursuant to the provisions of art. 23 of the
Brazilian Code of Civil Procedure (Law No. 13,105/2015, as amended); |
| · | is final and, therefore, not subject to appeal (res judicata) in the United States; |
| · | creates no conflict between the United States judgment and a previous final and binding (res judicata) judgment on the same
matter and involving the same parties issued in Brazil; |
| · | is duly apostilled by a competent authority of the United States, according to the Hague Convention Abolishing the Requirement of
Legalization for Foreign Public Documents dated as of October 5, 1961 authentication, or the Hague Convention. If such decision emanates
from a country that is not a signatory of the Hague Convention, it must be duly authenticated by a Brazilian Diplomatic Office or Consulate; |
| · | is accompanied by a sworn translation into Portuguese made by a certified translator in Brazil, unless an exemption is provided by
an international treaty to which Brazil is a signatory; and |
| · | is not contrary to Brazilian national sovereignty, good morals, or public policy and does not violate the dignity of the human person,
as set forth in Brazilian law. |
The judicial recognition process may be time-consuming
and may also give rise to difficulties in enforcing such foreign judgment in Brazil. Accordingly, we cannot assure you that judicial recognition
of a foreign judgment would be successful, that the judicial recognition process would be conducted in a timely manner or that a Brazilian
court would enforce a judgment of countries other than Brazil.
We believe original actions may be brought in
connection with the offering of securities hereunder predicated on the federal securities laws of the United States in Brazilian courts
and that, subject to applicable law, Brazilian courts may enforce liabilities in such actions against us or the members of our board of
directors or our executive officers and certain advisors named herein.
In addition, a plaintiff, whether Brazilian or
non-Brazilian, who resides outside Brazil or is outside Brazil during the course of litigation in Brazil and who does not own real property
in Brazil must post a bond to guarantee the payment of the defendant’s legal fees and court expenses in connection with court procedures
for the collection of money according to Article 83 of the Brazilian Code of Civil Procedure (Código de Processo Civil).
This is so except in the case of: (1) claims for collection on a título executivo extrajudicial (an instrument
which may be enforced in Brazilian courts without a review on the merits), or enforcement of foreign judgments that have been duly recognized
by the Superior Court of Justice; (2) counterclaims as established; and (3) when an exemption is provided by an international
agreement or treaty to which Brazil is a signatory.
If proceedings are brought in Brazilian courts
seeking to enforce our obligations with respect to our common shares, payment shall be made in reais. Any judgment rendered
in Brazilian courts in respect of any payment obligations with respect to our common shares would be expressed in reais. Under
Brazilian exchange control laws, an obligation in Brazil to pay amounts denominated in a currency other than the real may
only be satisfied in Brazilian currency, usually at the exchange rate, as determined by the Central Bank, in effect on the date the judgment
is obtained, and such amounts are then usually adjusted to reflect exchange rate variations and monetary restatement through the effective
payment date. The then prevailing exchange rate may not afford non-Brazilian investors with full compensation for any claim arising out
of or related to our obligations under the common shares. See “Risk Factors.”
We have also been advised that the ability of
a judgment creditor to satisfy a judgment by attaching certain assets of the defendant in Brazil is governed and limited by provisions
of Brazilian law.
Notwithstanding the foregoing, we cannot assure
you that confirmation of any judgment will be obtained, or that the process described above can be conducted in a timely manner.
Capitalization
Our capitalization will be set forth in a prospectus
supplement to this prospectus or in a report of foreign private issuer on Form 6-K subsequently furnished to the SEC and specifically
incorporated herein by reference.
Selling Shareholders
The selling shareholders, who will be named in
a prospectus supplement, may offer and sell from time to time pursuant to this prospectus, up to 23,538,503 common shares held by them.
All of these common shares were either acquired before our initial public offering, or IPO, in September 2020 or afterwards prior to the
date hereof by our directors and certain members of our management pursuant to our existing share option long-term incentive program.
The selling shareholders are expected to consist
of significant shareholders or our directors and certain members of our management.
Information about the selling shareholders, where
applicable, including their identities, the amount of common shares owned by each selling shareholder prior to the offering, the number
of common shares to be offered by each selling shareholder and the amount of common shares to be owned by each selling shareholder after
completion of the offering, will be set forth in an applicable prospectus supplement, documents incorporated by reference or in a free
writing prospectus we file with the SEC. The applicable prospectus supplement will also disclose whether any of the selling shareholders
has held any position or office with, has been employed by or otherwise has had a material relationship with us during the three years
prior to the date of the prospectus supplement.
The selling shareholders may not sell any common
shares pursuant to this prospectus until we have identified such selling shareholders and the common shares being offered for resale by
such selling shareholders in a subsequent prospectus supplement. However, the selling shareholders may sell or transfer all or a portion
of their common shares pursuant to any available exemption from the registration requirements of the Securities Act.
Use of Proceeds
We intend to use the net proceeds from the sale
of the securities offered by us as set forth in the applicable prospectus supplement.
We will not receive any proceeds from the sale
of common shares to be offered by any of the selling shareholders pursuant to this prospectus and the applicable prospectus supplement.
Description of
Share Capital
General
Vitru Limited was incorporated on March 5, 2020,
as a Cayman Islands exempted company with limited liability duly registered with the Cayman Islands Registrar of Companies under incorporation
number 360670. Our corporate purposes are unrestricted and we have the authority to carry out any object not prohibited by any law as
provided by Section 7(4) of the Cayman Islands’ Companies Act (As Revised), or the “Companies Act”.
Our affairs are governed principally by: (1) our
amended and restated memorandum and articles of association adopted on September 2, 2020, or our “Memorandum and Articles of Association”;
(2) the Companies Act; and (3) the common law of the Cayman Islands. As provided in our Memorandum and Articles of Association,
subject to Cayman Islands law, we have full capacity to carry on or undertake any business or activity, do any act or enter into any transaction,
and, for such purposes, full rights, powers and privileges. Our registered office is c/o Maples Corporate Services Limited, P.O. Box 309,
Ugland House, Grand Cayman, KY1-1104, Cayman Islands.
Our Memorandum and Articles of Association authorize
the issuance of up to 1,000,000,000 shares of our authorized share capital. As of the date of this prospectus, we had 23,538,503 common
shares of our authorized share capital issued, fully paid and outstanding.
Our common shares are listed on the Nasdaq Global
Select Market under the symbol “VTRU.”
The following is a summary of the material provisions
of our authorized share capital and our Articles of Association.
Share Capital
The Memorandum and Articles of Association authorize
common shares, which are entitled to one vote per share.
As of the date of this prospectus, Vitru’s
total authorized share capital was U.S.$50,000, divided into 1,000,000,000 shares par value U.S.$0.00005 each, all of which are undesignated
and may be issued by our board of directors as common shares of any class or as shares with preferred, deferred or other special rights
or restrictions.
As of the date of this prospectus, Vitru had a
total issued and outstanding share capital of U.S.$1,176.92 divided into 23,538,503 common shares par value U.S.$0.00005 each.
Treasury Shares
As of the date of this prospectus, Vitru had no
shares in treasury.
Issuance of Shares
Except as expressly provided in Vitru’s
Articles of Association, the board of directors has general and unconditional authority to allot, grant options over, offer or otherwise
deal with or dispose of any unissued shares in the company’s capital without the approval of our shareholders (whether forming part
of the original or any increase to issued share capital), either at a premium or at par, with or without preferred, deferred or other
special rights or restrictions, whether in regard to dividend, voting, return of capital or otherwise and to such persons, on such terms
and conditions, and at such times as the directors may decide, but so that no share shall be issued at a discount, except in accordance
with the provisions of the Companies Act. In accordance with its Articles of Association, Vitru shall not issue bearer shares. Vitru’s
Articles of Association also provide that the issuance of non-voting shares requires the affirmative vote of a majority of the of then-outstanding
common shares.
Fiscal Year
Vitru’s fiscal year begins on January 1
of each year and ends on December 31 of the same year.
Voting Rights
The holders of the common shares are entitled
to one vote per share.
Vitru’s Articles of Association provide
as follows regarding the respective rights of holders of shares:
| · | class consents from the holders of shares shall be required for any variation to the rights attached to their respective class of
shares, however, the directors may treat any two or more classes of shares as forming one class if they consider that all such classes
would be affected in the same way by the proposal; |
| · | the rights conferred on holders of shares of any class shall not be deemed to be varied by the creation or issue of further shares
of that class; and |
| · | the rights attaching to shares of any class shall not be deemed to be varied by the creation or issue of shares with preferred or
other rights, including, without limitation, shares with enhanced or weighted voting rights. |
Preemptive or Similar Rights
Holders of our common shares are not entitled
to preemptive or similar rights.
Record Dates
For the purpose of determining shareholders entitled
to notice of, or to vote at any general meeting of shareholders or any adjournment thereof, or shareholders entitled to receive dividend
or other distribution payments, or in order to make a determination of shareholders for any other purpose, Vitru’s board of directors
may set a record date which shall not exceed forty (40) clear days prior to the date where the determination will be made.
General Meetings of Shareholders
As a condition of admission to a shareholders’
meeting, a shareholder must be duly registered as a shareholder of Vitru at the applicable record date for that meeting and, in order
to vote, all calls or installments then payable by such shareholder to Vitru in respect of the shares that such shareholder holds must
have been paid.
Subject to any special rights or restrictions
as to voting then attached to any shares, at any general meeting every shareholder who is present in person or by proxy (or, in the case
of a shareholder being a corporation or company, by its duly authorized representative not being himself or herself a shareholder entitled
to vote) shall have one vote per common share.
As a Cayman Islands exempted company, Vitru is
not obliged by the Companies Act to call annual general meetings. The Articles of Association provide that the Company will in each year
hold a general meeting as its annual general meeting. At any annual general meeting of shareholders the agenda will include, among other
things, the presentation of the annual accounts and the report of the directors. In addition, the agenda for an annual general meeting
of shareholders will only include such items as have been included therein by the board of directors.
Also, Vitru may, but is not required to (unless
required by the laws of the Cayman Islands), hold other extraordinary general meetings during the year. General meetings of shareholders
are generally expected to take place in the city of Florianópolis in the State of Santa Catarina, Brazil, but may be held elsewhere
if the directors so decide.
The Companies Act provides shareholders a limited
right to request a general meeting, and does not provide shareholders with any right to put any proposal before a general meeting in default
of a company’s Articles of Association. However, these rights may be provided in a company’s Articles of Association. Vitru’s
Articles of Association provide that upon the requisition of one or more shareholders representing not less than one-third of the voting
rights entitled to vote at general meetings, the board will convene an extraordinary general meeting and put the resolutions so requisitioned
to a vote at such meeting. The Articles of Association provide no other right to put any proposals before annual general meetings or extraordinary
general meetings.
Subject to regulatory requirements, the annual
general meeting and any extraordinary general meetings must be called by not less than ten (10) clear days’ notice prior to
the relevant shareholders meeting and convened by a notice discussed below. Alternatively, upon the prior consent of all holders entitled
to receive notice, with regards to the annual general meeting, and the holders of 95% in par value of the shares entitled to attend and
vote at an
extraordinary general meeting, that meeting may be
convened by a shorter notice and in a manner deemed appropriate by those holders.
Vitru will give notice of each general meeting
of shareholders by publication on its website and in any other manner that it may be required to follow in order to comply with Cayman
Islands law, Nasdaq and SEC requirements. The holders of registered shares may be given notice of a shareholders’ meeting by means
of letters sent to the addresses of those shareholders as registered in our shareholders’ register, or, subject to certain statutory
requirements, by electronic means.
Holders whose shares are registered in the
name of The Depository Trust Company, or DTC, or its nominee, which we expect will be the case for all holders of common shares, will
not be a shareholder or member of the company and must rely on the procedures of DTC regarding notice of shareholders’ meetings
and the exercise of rights of a holder of the common shares.
A quorum for a general meeting consists of any
one or more persons holding or representing by proxy not less than one-third of the aggregate voting power of all shares in issue and
entitled to vote upon the business to be transacted.
A resolution put to a vote at a general meeting
shall be decided on a poll. An ordinary resolution to be passed by the shareholders at a general meeting requires the affirmative vote
of a simple majority of the votes cast by, or on behalf of, the shareholders entitled to vote, present in person or by proxy and voting
at the meeting. A special resolution requires the affirmative vote on a poll of no less than two-thirds of the votes cast by the shareholders
entitled to vote who are present in person or by proxy at a general meeting. Both ordinary resolutions and special resolutions may also
be passed by a unanimous written resolution signed by all the shareholders of our Company, as permitted by the Companies Act and our Articles
of Association.
Pursuant to Vitru’s Articles of Association,
general meetings of shareholders are to be chaired by the chairman of our board of directors or in his absence the vice-chairman of the
board of directors. If the chairman or vice-chairman of our board of directors is absent, the directors present at the meeting shall appoint
one of them to be chairman of the general meeting. If neither the chairman nor another director is present at the general meeting within
15 minutes after the time appointed for holding the meeting, the shareholders present in person or by proxy and entitled to vote may elect
any one of the shareholders to be chairman. The order of business at each meeting shall be determined by the chairman of the meeting,
and he or she shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts and things
as are necessary or desirable for the proper conduct of the meeting, including, without limitation, the establishment of procedures for
the maintenance of order and safety, limitations on the time allotted to questions or comments on the affairs of the Company, restrictions
on entry to such meeting after the time prescribed for the commencement thereof, and the opening and closing of the polls.
Liquidation Rights
If Vitru is voluntarily wound up, the liquidator,
after taking into account and giving effect to the rights of preferred and secured creditors and to any agreement between Vitru and any
creditors that the claims of such creditors shall be subordinated or otherwise deferred to the claims of any other creditors and to any
contractual rights of set-off or netting of claims between Vitru and any person or persons (including without limitation any bilateral
or any multi-lateral set-off or netting arrangements between the company and any person or persons) and subject to any agreement between
Vitru and any person or persons to waive or limit the same, shall apply Vitru’s property in satisfaction of its liabilities pari
passu and subject thereto shall distribute the property amongst the shareholders according to their rights and interests in Vitru.
Changes to Capital
Pursuant to the Articles of Association, Vitru
may from time to time by ordinary resolution:
| · | increase its share capital by such sum, to be divided into shares of such amount, as the resolution shall prescribe; |
| · | consolidate and divide all or any of its share capital into shares of a larger amount than its existing shares; |
| · | convert all or any of its paid-up shares into stock and reconvert that stock into paid up shares of any denomination; |
| · | subdivide its existing shares or any of them into shares of a smaller amount, provided that in the subdivision the proportion between
the amount paid and the amount, if any, unpaid on each reduced share shall be the same as it was in the case of the share from which the
reduced share is derived; or |
| · | cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person and
diminish the amount of its share capital by the amount of the shares so cancelled. |
Vitru’s shareholders may by special resolution,
subject to confirmation by the Grand Court of the Cayman Islands on an application by the Company for an order confirming such reduction,
reduce its share capital or any capital redemption reserve in any manner permitted by law.
In addition, subject to the provisions of the
Companies Act and our Articles of Association, Vitru may:
| · | issue shares on terms that they are to be redeemed or are liable to be redeemed; |
| · | purchase its own shares (including any redeemable shares); and |
| · | make a payment in respect of the redemption or purchase of its own shares in any manner authorized by the Companies Act, including
out of its own capital. |
Transfer of Shares
Subject to any applicable restrictions set forth
in the Articles of Association, any shareholder of Vitru may transfer all or any of his or her common shares by an instrument of transfer
in the usual or common form or in the form prescribed by the Nasdaq or any other form approved by the Company’s board of directors.
However, Vitru’s board of directors may,
in its absolute discretion, decline to register any transfer of any common share which is either not fully paid up to a person of whom
it does not approve or is issued under any share incentive scheme for employees which contains a transfer restriction that is still applicable
to such common share. The board of directors may also decline to register any transfer of any common share unless:
| · | a fee of such maximum sum as the Nasdaq may determine to be payable or such lesser sum as the board of directors may from time to
time require is paid to Vitru in respect thereof; |
| · | the instrument of transfer is lodged with Vitru, accompanied by the certificate (if any) for the common shares to which it relates
and such other evidence as our board of directors may reasonably require to show the right of the transferor to make the transfer; |
| · | the instrument of transfer is in respect of only one class of shares; |
| · | the instrument of transfer is properly stamped, if required; |
| · | the common shares transferred are free of any lien in favor of Vitru; and |
| · | in the case of a transfer to joint holders, the transfer is not to more than four joint holders. |
If the directors refuse to register a transfer
they are required, within two months after the date on which the instrument of transfer was lodged, to send to the transferee notice of
such refusal.
Share Repurchase
The Companies Act and the Articles of Association
permit Vitru to purchase its own shares, subject to certain restrictions. The board of directors may only exercise this power on behalf
of Vitru, subject to the Companies Act, the Articles of Association and to any applicable requirements imposed from time to time by the
SEC, the Nasdaq, or by any recognized stock exchange on which our securities are listed.
Dividends and Capitalization of Profits
We have not adopted a dividend policy with respect
to payments of any future dividends by Vitru. Subject to the Companies Act, Vitru’s shareholders may, by resolution passed by a
simple majority of the voting rights entitled to vote at a general meeting, declare dividends (including interim dividends) to be paid
to shareholders but no dividend shall be declared in excess of the amount recommended by the board of directors (and, for the avoidance
of doubt, no dividend shall be declared by the shareholders unless previously recommend by the board of directors). The board of directors
may also declare dividends. Dividends may be declared and paid out of funds lawfully available to Vitru. Except as otherwise provided
by the rights attached to shares and the Articles of Association of Vitru, all dividends shall be paid in proportion to the number of
common shares a shareholder holds at the date the dividend is declared (or such other date as may be set as a record date); but, (i) if
any share is issued on terms providing that it shall rank for dividend as from a particular date, that share shall rank for dividend accordingly,
and (ii) where we have shares in issue which are not fully paid up (as to par value) we may pay dividends in proportion to the amounts
paid up on each share.
The holders of common shares shall be entitled
to share equally in any dividends that may be declared in respect of Vitru’s common shares from time to time.
Appointment, Disqualification and Removal of Directors
Vitru is managed by its board of directors. The
Articles of Association provide that, unless otherwise determined by a special resolution of shareholders, the board of directors will
be composed of four to nine directors, with the number being determined by a majority of the directors then in office with the consent
of The Carlyle Group; and Vinci Partners, in each case for so long as it enjoys director appointment rights (it being understood that
The Carlyle Group and Vinci Partners shall consent to an increase in the size of the board of directors if necessary to accommodate the
right of the NB Funds to appoint a director). There are no provisions relating to retirement of directors upon reaching any age limit.
The Articles of Association also provide that, while Vitru’s shares are admitted to trading on Nasdaq, the board of directors must
always comply with the residency and citizenship requirements of the U.S. securities laws applicable to foreign private issuers.
The Articles of Association also provide that
each of The Carlyle Group and Vinci Partners, for so long as it holds not less than 15 per cent of the voting shares in issue, shall be
entitled to appoint up to two persons to act as directors, and that each of The Carlyle Group and Vinci Partners, for so long as it holds
not less than 5 per cent and not more than 15 per cent of the voting shares in issue, shall be entitled to appoint one person to act as
a director. Each of The Carlyle Group and Vinci Partners shall be entitled to remove any of the directors so appointed.
The Articles of Association otherwise provide
that directors shall be elected by an ordinary resolution of our shareholders, which requires the affirmative vote of a simple majority
of the votes cast on the resolution by the shareholders entitled to vote who are present, in person or by proxy, at the meeting. Each
director shall be appointed to a two year term, unless they resign, are removed or their office is vacated earlier, provided however,
that such term shall be extended beyond two years in the event that no successor has been appointed (in which case such term shall be
extended to the date on which such successor has been appointed).
Each director shall be appointed for a two-year
term, unless they resign, are removed or their office is vacated earlier, provided, however, that such term shall be extended beyond two
years in the event that no successor has been appointed (in which case such term shall be extended to the date on which such successor
has been appointed). Directors are eligible for re-election.
Any vacancies on the board of directors that arise
other than upon the removal of a director by resolution passed at a general meeting can be filled by the remaining directors (notwithstanding
that they may constitute less than a quorum). Any such appointment shall be as an interim director to fill such vacancy until the next
annual general meeting of shareholders.
Additions to the existing board (within the limits
set pursuant to the Articles of Association) may be made by ordinary resolution of the shareholders.
For so long as the NB Funds hold not less than
5 per cent of the voting shares in issue, the NB Funds shall be entitled to appoint an observer to the board of directors and any committee
of the board of directors established from time to time. In each case, the observer shall be entitled to attend and speak at all such
meetings and receive copies
of all board papers as if they were a director but
shall not be entitled to vote on any resolutions proposed at a board meeting.
Upon the completion of our initial public offering,
the board of directors had in place an audit committee.
Grounds for Removing a Director
A director may be removed with or without cause
by ordinary resolution. The notice of general meeting must contain a statement of the intention to remove the director and must be served
on the director not less than ten calendar days before the meeting. The director is entitled to attend the meeting and be heard on the
motion for his removal.
The office of a director will be vacated automatically
if he or she (1) becomes prohibited by law from being a director, (2) becomes bankrupt or makes an arrangement or composition
with his creditors, (3) dies or is in the opinion of all his co-directors, incapable by reason of mental disorder of discharging
his duties as director, (4) he or she willfully performs (or fails to perform) any actions that, in the opinion of all his or her co-directors,
are considered to be a breach of the performance of his or her duties and/or obligations, including: (i) the uninterrupted or repeated
omission or refusal to perform the duties and/or obligations established in the Articles of Association or by applicable law; and/or (ii)
he or she is unable to comply with such duties and/or obligations as a result of an alcohol or drug addiction; (5) he or she willfully
performs (or fails to perform) any actions that, in the opinion of all his or her co-directors, cause material damages to or adversely
affects the financial situation or commercial reputation of the Company; (6) resigns his office by notice to us or (7) has for
more than year been absent without permission of the directors from meetings of the board of directors held during that period, and the
remaining directors resolve that his or her office be vacated.
Proceedings of the Board of Directors
The Articles of Association provide that Vitru’s
business is to be managed and conducted by the board of directors. The quorum necessary for the board meeting shall be a simple majority
of the directors then in office (subject to there being a minimum of two directors present) provided that such a majority must include
at least one director appointed by The Carlyle Group and one director appointed by Vinci Partners, for so long as each of them enjoys
director appointment rights under the Articles of Association. If such a quorum is not present within half an hour from the time appointed
for a board meeting, or if during a meeting such quorum ceases to be present, the meeting shall stand adjourned to the same day in the
next week at the same time and place or at such time and place as determined by the directors present at such meeting. If a quorum is
not present at any such adjourned meeting within half an hour from the time appointed, then the meeting shall proceed. Business at any
board meeting shall be decided by a majority of votes. In the case of an equality of votes, the chairman shall have a casting vote.
Subject to the provisions of the Articles of Association,
the board of directors may regulate its proceedings as they determine is appropriate.
Subject to the provisions of the Articles of Association,
to any directions given by ordinary resolution of the shareholders and the listing rules of the Nasdaq, the board of directors may from
time to time at its discretion exercise all powers of Vitru, including, subject to the Companies Act, the power to issue debentures, bonds
and other securities of the company, whether outright or as collateral security for any debt, liability or obligation of our company or
of any third party.
Business Opportunities
The Articles of Association also provide that,
to the fullest extent permitted by applicable law and except as may be otherwise expressly agreed in writing by Vitru, on the one hand,
and The Carlyle Group, Vinci Partners or the NB Funds, on the other hand, Vitru, on behalf of itself and its subsidiaries, renounces and
waives any interest or expectancy of Vitru and its subsidiaries in, or in being offered an opportunity to participate in, directly or
indirectly, any potential transactions, matters or business opportunities (including, without limitation, any business activities or lines
of business that are the same as or similar to those pursued by, or competitive with, Vitru or any of its subsidiaries or any dealings
with customers or clients of Vitru or any of its subsidiaries) that are from time to time presented to The Carlyle Group, Vinci Partners
or the NB Funds or any of their respective officers, directors, employees, agents, stockholders, members, partners, affiliates or subsidiaries
(other than the Company and its subsidiaries), even if the transaction, matter or opportunity is one that Vitru or its subsidiaries might
reasonably be
deemed to have pursued or had the ability or desire
to pursue if granted the opportunity to do so. None of The Carlyle Group, Vinci Partners nor the NB Funds, nor any of their respective
officers, directors, employees, agents, stockholders, members, partners, affiliates or subsidiaries shall be liable to Vitru or any of
its subsidiaries for breach of any fiduciary or other duty, as a director or officer or otherwise, by reason of the fact that such person
pursues, acquires or participates in such business opportunity, directs such business opportunity to another person or fails to present
such business opportunity, or information regarding such business opportunity, to Vitru or its subsidiaries, unless, in the case of any
such person who is a director or officer of Vitru, such business opportunity is expressly offered to such director or officer in writing
solely in his or her capacity as a director or officer of Vitru.
Inspection of Books and Records
Holders of Vitru shares have no general right
under Cayman Islands law to inspect or obtain copies of the list of shareholders or corporate records of the Company. However, the board
of directors may determine from time to time whether and to what extent Vitru’s accounting records and books shall be open to inspection
by shareholders who are not members of the board of directors. Notwithstanding the above, the Articles of Association provide shareholders
with the right to receive annual financial statements. Such right to receive annual financial statements may be satisfied by publishing
the same on the company’s website or filing such annual reports as we are required to file with the SEC.
The Articles of Association also provide that
the Company may provide shareholders (that are incorporated under Brazilian laws and subject to Brazilian Exchange Commission regulations
or otherwise) copies of any and all: (i) agreements entered into by the Company with its related parties; (ii) shareholders’ agreements
entered into by the Company; and (iii) stock option or other securities-based remuneration programs of the Company.
Register of Shareholders
The common shares are held through DTC, and DTC
or Cede & Co., as nominee for DTC, is recorded in the shareholders’ register as the holder of our common shares.
Under Cayman Islands law, Vitru must keep a register
of shareholders that includes:
| · | the names and addresses of the shareholders, a statement of the class and number of shares held by each member, and of the amount
paid or agreed to be considered as paid, on the shares of each member; |
| · | whether voting rights attach to the shares in issue; |
| · | the date on which the name of any person was entered on the register as a member; and |
| · | the date on which any person ceased to be a member. |
Under Cayman Islands law, the register of shareholders
of Vitru is prima facie evidence of the matters set out therein (i.e. the register of shareholders will raise a presumption of fact on
the matters referred to above unless rebutted) and a shareholder registered in the register of shareholders is deemed as a matter of Cayman
Islands law to have prima facie legal title to the shares as set against his or her name in the register of shareholders. Once the register
of shareholders has been updated, the shareholders recorded in the register of shareholders should be deemed to have legal title to the
shares set against their name.
However, there are certain limited circumstances
where an application may be made to a Cayman Islands court for a determination on whether the register of members reflects the correct
legal position. Further, the Cayman Islands court has the power to order that the register of members maintained by a company should be
rectified where it considers that the register of members does not reflect the correct legal position. If an application for an order
for rectification of the register of members were made in respect of our ordinary shares, then the validity of such shares may be subject
to re-examination by a Cayman Islands court.
Exempted Company
Vitru is an exempted company with limited liability
under the Companies Act. The Companies Act distinguishes between ordinary resident companies and exempted companies. Any company that
is registered in the Cayman Islands but conducts business mainly outside of the Cayman Islands may apply to be registered as an
exempted company. The requirements for an exempted
company are essentially the same as for an ordinary company except for the exemptions and privileges listed below:
| · | an exempted company does not have to file an annual return of its shareholders with the Cayman Islands Registrar of Companies; |
| · | an exempted company’s register of shareholders is not open to inspection; |
| · | an exempted company does not have to hold an annual general meeting; |
| · | an exempted company may issue shares with no par value; |
| · | an exempted company may obtain an undertaking against the imposition of any future taxation (such undertakings are usually given for
20 years in the first instance); |
| · | an exempted company may register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands; |
| · | an exempted company may register as a limited duration company; and |
| · | an exempted company may register as a segregated portfolio company. |
“Limited liability” means that the
liability of each shareholder is limited to the amount unpaid by the shareholder on the shares of the company (except in exceptional circumstances,
such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which
a court may be prepared to pierce or lift the corporate veil).
Vitru is subject to reporting and other informational
requirements of the Exchange Act, as applicable to foreign private issuers. Except as otherwise disclosed in this prospectus, Vitru currently
intends to continue to comply with the Nasdaq rules in lieu of following home country practice.
Anti-Takeover Provisions in Our Articles of Association
Some provisions of the Articles of Association
may discourage, delay or prevent a change in control of Vitru or management that shareholders may consider favorable. These provisions,
which are summarized below, are expected to discourage coercive takeover practices and inadequate takeover bids. These provisions are
also designed to encourage persons seeking to acquire control of Vitru to first negotiate with the board of directors. However, these
provisions could also have the effect of discouraging others from attempting hostile takeovers and, as a consequence, they may also inhibit
temporary fluctuations in the market price of the common shares that often result from actual or rumored hostile takeover attempts. These
provisions may also have the effect of preventing changes in the management of Vitru. It is possible that these provisions could make
it more difficult to accomplish transactions that shareholders may otherwise deem to be in their best interests.
Controlling Shareholders
So long as the Controlling Shareholders have the
ability to determine the outcome of most matters submitted to a vote of shareholders as well as the overall management and direction of
Vitru, third parties may be deterred in their willingness to make an unsolicited merger, takeover, or other change of control proposal,
or to engage in a proxy contest for the election of directors.
Preferred Shares
Vitru’s board of directors is given wide
powers to issue one or more classes or series of shares with preferred rights. Such preferences may include, for example, dividend rights,
conversion rights, redemption privileges, enhanced voting powers and liquidation preferences.
Despite the anti-takeover provisions described
above, under Cayman Islands law, Vitru’s board of directors may only exercise the rights and powers granted to them under the Articles
of Association, for what they believe in good faith to be in the best interests of Vitru.
Protection of Non-Controlling Shareholders
The Grand Court of the Cayman Islands may, on
the application of shareholders holding not less than one fifth of the shares of Vitru in issue, appoint an inspector to examine the Company’s
affairs and report thereon in a manner as the Grand Court shall direct.
Subject to the provisions of the Companies Act,
any shareholder may petition the Grand Court of the Cayman Islands which may make a winding up order, if the court is of the opinion that
this winding up is just and equitable.
Notwithstanding the U.S. securities laws and regulations
that are applicable to Vitru, general corporate claims against Vitru by its shareholders must, as a general rule, be based on the general
laws of contract or tort applicable in the Cayman Islands or their individual rights as shareholders as established by Vitru’s Articles
of Association.
The Cayman Islands courts ordinarily would be
expected to follow English case law precedents, which permit a minority shareholder to commence a representative action against Vitru,
or derivative actions in Vitru’s name, to challenge (1) an act which is ultra vires or illegal, (2) an act which constitutes
a fraud against the minority and the wrongdoers themselves control Vitru, and (3) an irregularity in the passing of a resolution
that requires a qualified (or special) majority.
Registration Rights and Restricted Shares
Although no shareholders of Vitru have formal
registration rights, they or entities controlled by them or their permitted transferees will, subject to restrictions on transfer of their
shares pursuant to the lock-up agreements entered into with the underwriters of our initial public offering, be able to sell their shares
in the public market from time to time without registering them, subject to certain limitations on the timing, amount and method of those
sales imposed by regulations promulgated by the SEC.
Principal Differences between Cayman Islands and U.S. Corporate
Law
Cayman Islands companies are governed by the Companies
Act. The Companies Act is modeled on English Law but does not follow recent English Law statutory enactments, and differs from laws applicable
to United States corporations and their shareholders. Set forth below is a summary of the material differences between the provisions
of the Companies Act applicable to Vitru and the laws applicable to companies incorporated in the United States and their shareholders.
Mergers and Similar Arrangements
In certain circumstances, the Companies Act allows
for mergers or consolidations between two Cayman Islands companies, or between a Cayman Islands exempted company and a company incorporated
in another jurisdiction (provided that is facilitated by the laws of that other jurisdiction).
Where the merger or consolidation is between two
Cayman Islands companies, the directors of each company must approve a written plan of merger or consolidation containing certain prescribed
information. That plan or merger or consolidation must then be authorized by either (a) a special resolution (usually a majority of 66 ⅔%
in value of the voting shares voted at a general meeting) of the shareholders of each company; or (b) such other authorization, if any,
as may be specified in such constituent company’s articles of association. No shareholder resolution is required for a merger between
a parent company (i.e., a company that owns at least 90% of the issued shares of each class in a subsidiary company) and its subsidiary
company. The consent of each holder of a fixed or floating security interest of a constituent company must be obtained, unless the court
waives such requirement. If the Cayman Islands Registrar of Companies is satisfied that the requirements of the Companies Act (which includes
certain other formalities) have been complied with, the Cayman Islands Registrar of Companies will register the plan of merger or consolidation.
Where the merger or consolidation involves a foreign
company, the procedure is similar, save that with respect to the foreign company, the directors of the Cayman Islands exempted company
are required to make a declaration to the effect that, having made due enquiry, they are of the opinion that the requirements set out
below have been met: (i) that the merger or consolidation is permitted or not prohibited by the constitutional documents of the foreign
company and by the laws of the jurisdiction in which the foreign company is incorporated, and that those laws and any requirements of
those constitutional documents have been or will be complied with; (ii) that no petition or other
similar proceeding has been filed and remains outstanding
or order made or resolution adopted to wind up or liquidate the foreign company in any jurisdictions; (iii) that no receiver, trustee,
administrator or other similar person has been appointed in any jurisdiction and is acting in respect of the foreign company, its affairs
or its property or any part thereof; and (iv) that no scheme, order, compromise or other similar arrangement has been entered into or
made in any jurisdiction whereby the rights of creditors of the foreign company are and continue to be suspended or restricted.
Where the surviving company is the Cayman Islands
exempted company, the directors of the Cayman Islands exempted company are further required to make a declaration to the effect that,
having made due enquiry, they are of the opinion that the requirements set out below have been met: (i) that the foreign company is able
to pay its debts as they fall due and that the merger or consolidated is bona fide and not intended to defraud unsecured creditors of
the foreign company; (ii) that in respect of the transfer of any security interest granted by the foreign company to the surviving or
consolidated company (a) consent or approval to the transfer has been obtained, released or waived; (b) the transfer is permitted by and
has been approved in accordance with the constitutional documents of the foreign company; and (c) the laws of the jurisdiction of the
foreign company with respect to the transfer have been or will be complied with; (iii) that the foreign company will, upon the merger
or consolidation becoming effective, cease to be incorporated, registered or exist under the laws of the relevant foreign jurisdiction;
and (iv) that there is no other reason why it would be against the public interest to permit the merger or consolidation.
Where the above procedures are adopted, the Companies
Act provides for a right of dissenting shareholders to be paid a payment of the fair value of his shares upon their dissenting to the
merger or consolidation if they follow a prescribed procedure. In essence, that procedure is as follows: (a) the shareholder must give
his written objection to the merger or consolidation to the constituent company before the vote on the merger or consolidation, including
a statement that the shareholder proposes to demand payment for his shares if the merger or consolidation is authorized by the vote; (b)
within 20 days following the date on which the merger or consolidation is approved by the shareholders, the constituent company must give
written notice to each shareholder who made a written objection; (c) a shareholder must within 20 days following receipt of such notice
from the constituent company, give the constituent company a written notice of his intention to dissent including, among other details,
a demand for payment of the fair value of his shares; (d) within seven days following the date of the expiration of the period set out
in paragraph (b) above or seven days following the date on which the plan of merger or consolidation is filed, whichever is later, the
constituent company, the surviving company or the consolidated company must make a written offer to each dissenting shareholder to purchase
his shares at a price that the company determines is the fair value and if the company and the shareholder agree the price within 30 days
following the date on which the offer was made, the company must pay the shareholder such amount; and (e) if the company and the shareholder
fail to agree a price within such 30 day period, within 20 days following the date on which such 30 day period expires, the company (and
any dissenting shareholder) must file a petition with the Cayman Islands Grand Court to determine the fair value and such petition must
be accompanied by a list of the names and addresses of the dissenting shareholders with whom agreements as to the fair value of their
shares have not been reached by the company. At the hearing of that petition, the court has the power to determine the fair value of the
shares together with a fair rate of interest, if any, to be paid by the company upon the amount determined to be the fair value. Any dissenting
shareholder whose name appears on the list filed by the company may participate fully in all proceedings until the determination of fair
value is reached. These rights of a dissenting shareholder are not available in certain circumstances, for example, to dissenters holding
shares of any class in respect of which an open market exists on a recognized stock exchange or recognized interdealer quotation system
at the relevant date or where the consideration for such shares to be contributed are shares of any company listed on a national securities
exchange or shares of the surviving or consolidated company.
Moreover, Cayman Islands law also has separate
statutory provisions that facilitate the reconstruction or amalgamation of companies, in certain circumstances, schemes of arrangement
will generally be more suited for complex mergers or other transactions involving widely held companies, commonly referred to in the Cayman
Islands as a “scheme of arrangement” which may be tantamount to a merger. In the event that a merger was sought pursuant to
a scheme of arrangement (the procedure of which are more rigorous and take longer to complete than the procedures typically required to
consummate a merger in the United States), the arrangement in question is approved by a majority in number of each class of shareholders
and creditors with whom the arrangement is to be made, and who must in addition represent three-fourths in value of each such class of
shareholders or creditors, as the case may be, that are present and voting either in person or by proxy at a meeting, or meetings summoned
for that purpose. The convening of the meetings and subsequently the terms of the arrangement must be sanctioned by the Grand Court of
the Cayman Islands. While a dissenting shareholder would have the right to express to the court the view
that the transaction should not be approved, the
court can be expected to approve the arrangement if it satisfies itself that:
| · | Vitru is not proposing to act illegally or beyond the scope of its corporate authority and the statutory provisions as to majority
vote have been complied with; |
| · | the shareholders have been fairly represented at the meeting in question; |
| · | the arrangement is such as a businessman would reasonably approve; and |
| · | the arrangement is not one that would more properly be sanctioned under some other provision of the Companies Act or that would amount
to a “fraud on the minority.” |
If a scheme of arrangement or takeover offer (as
described below) is approved, any dissenting shareholder would have no rights comparable to appraisal rights, which would otherwise ordinarily
be available to dissenting shareholders of United States corporations, providing rights to receive payment in cash for the judicially
determined value of the shares.
Squeeze-out Provisions
When a takeover offer is made and accepted by
holders of 90.0% of the shares to whom the offer is made within four months, the offeror may, within a two-month period, require the holders
of the remaining shares to transfer such shares on the terms of the offer. An objection may be made to the Grand Court of the Cayman Islands
but is unlikely to succeed unless there is evidence of fraud, bad faith, collusion or inequitable treatment of the shareholders.
Further, transactions similar to a merger, reconstruction
and/or an amalgamation may in some circumstances be achieved through means other than these statutory provisions, such as a share capital
exchange, asset acquisition or control, or through contractual arrangements of an operating business.
Shareholders’ Suits
Maples and Calder (Cayman) LLP, our Cayman Islands
legal counsel is not aware of any reported class action having been brought in a Cayman Islands court. Derivative actions have been brought
in the Cayman Islands courts, and the Cayman Islands courts have confirmed the availability for such actions. In most cases, we will be
the proper plaintiff in any claim based on a breach of duty owed to us, and a claim against (for example) our officers or directors usually
may not be brought by a shareholder. However, based both on Cayman Islands authorities and on English authorities, which would in all
likelihood be of persuasive authority and be applied by a court in the Cayman Islands, exceptions to the foregoing principle apply in
circumstances in which:
| · | a company is acting or proposing to act illegally or beyond the scope of its authority; |
| · | the act complained of, although not beyond the scope of the authority, could be if effected duly authorized by more than the number
of votes which have actually been obtained; and |
| · | those who control the company are perpetrating a “fraud on the minority.” |
A shareholder may have a direct right of action
against us where the individual rights of that shareholder have been infringed or are about to be infringed.
Corporate Governance
Cayman Islands law restricts transactions between
a company and its directors unless there are provisions in the Articles of Association which provide a mechanism to alleviate possible
conflicts of interest. Additionally, Cayman Islands law imposes on directors’ duties of care and skill and fiduciary duties to the
companies which they serve. Under Vitru’s Articles of Association, a director must disclose the nature and extent of his interest
in any contract or arrangement, and following such disclosure and subject to any separate requirement under applicable law or the listing
rules of the Nasdaq, and unless disqualified by the chairman of the relevant meeting, the interested director may vote in respect of any
transaction or arrangement in which he or she is interested. The interested director shall
be counted in the quorum at such meeting and the
resolution may be passed by a majority of the directors present at the meeting.
Subject to the foregoing and our Articles of Association,
our directors may exercise all the powers of Vitru to vote compensation to themselves or any member of their body in the absence of an
independent quorum. We currently have no intention to establish a Compensation Committee.
As a foreign private issuer, we are permitted
to follow home country practice in lieu of certain Nasdaq corporate governance rules, subject to certain requirements. We currently rely,
and will continue to rely, on the foreign private issuer exemption with respect to the following rules:
| · | Nasdaq Rule 5605(b), which requires that independent directors comprise a majority of a company’s board of directors. As allowed
by the laws of the Cayman Islands, independent directors do not comprise a majority of our board of directors. |
| · | Nasdaq Rule 5605(e)(1), which requires that a company have a nominations committee comprised solely of “independent directors”
as defined by Nasdaq. As allowed by the laws of the Cayman Islands, we do not have a nominations committee nor do we have any current
intention to establish one. |
| · | Nasdaq Rule 5605(d) & (e), which require that compensation for our executive officers and selection of our director nominees be
determined by a majority of independent directors. As allowed by the laws of the Cayman Islands, we do not have a nomination and corporate
governance committee or remuneration committee nor do we have any current intention to establish either. |
| · | Nasdaq Rule 5635(d), which requires that a listed issuer obtain stockholder approval prior to issuing or selling securities (or securities
convertible into or exercisable for common stock) that equal 20% or more of the issuer’s outstanding common stock or voting power
prior to such issuance or sale. Pursuant to the laws of the Cayman Islands and our Articles of Association, we are not required to obtain
any such approval. |
Borrowing Powers
Vitru’s directors may exercise all the powers
of Vitru to borrow money and to mortgage or charge its undertaking, property and assets (present and future) and uncalled capital or any
part thereof and to issue debentures, debenture stock, mortgages, bonds and other such securities whether outright or as security for
any debt, liability or obligation of Vitru or of any third-party. Such powers may be varied by a special resolution of shareholders (requiring
a two-thirds majority vote).
Indemnification of Directors and Executive Officers
and Limitation of Liability
The Companies Act does not limit the extent to
which a company’s articles of association may provide for indemnification of directors and officers, except to the extent that it
may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the
consequences of committing a crime. Vitru’s Articles of Association provide that we shall indemnify and hold harmless our directors
and officers against all actions, proceedings, costs, charges, expenses, losses, damages, liabilities, judgments, fines, settlements and
other amounts incurred or sustained by such directors or officers, other than by reason of such person’s dishonesty, willful default
or fraud, in or about the conduct of our company’s business or affairs (including as a result of any mistake of judgment) or in
the execution or discharge of his duties, powers, authorities or discretions, including without prejudice to the generality of the foregoing,
any losses suffered as a result of all actions, proceedings, costs, charges, expenses, losses, damages, liabilities, judgments, fines,
settlements and other amounts incurred or sustained by such directors or officers in defending (whether successfully or otherwise) any
civil, criminal or other proceedings concerning Vitru or our affairs in any court whether in the Cayman Islands or elsewhere. This standard
of conduct is generally the same as permitted under the Delaware General Corporation Law for a Delaware corporation.
Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to Vitru’s directors, officers or persons controlling the Company under the foregoing
provisions, we have been informed that, in the opinion of the SEC, this indemnification is against public policy as expressed in the Securities
Act and is therefore unenforceable.
Directors’ Fiduciary Duties
As a matter of Cayman Islands law, a director
of a Cayman Islands company is in the position of a fiduciary with respect to the company. Accordingly, directors and officers owe the
following fiduciary duties: (1) duty to act in good faith in what the director or officer believes to be in the best interests of the
company as a whole; (2) duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose;
(3) directors should not properly fetter the exercise of future discretion; (4) duty to exercise powers fairly as between different sections
of shareholders; (5) duty to exercise independent judgment; and (6) duty not to put themselves in a position in which there is a conflict
between their duty to the company and their personal interests. However, this obligation may be varied by the company’s articles
of association, which may permit a director to vote on a matter in which he has a personal interest provided that he has disclosed that
nature of his interest to the board of directors. With respect to the duty of directors to avoid conflicts of interest, Vitru’s
Articles of Association vary from the applicable provisions of Cayman Islands law mentioned above by providing that a director must disclose
the nature and extent of his or her interest in any transaction or arrangement, and following such disclosure and subject to any separate
requirement under applicable law or the listing rules of the Nasdaq, and unless disqualified by the chairman of the relevant meeting,
such director may vote in respect of any transaction or arrangement in which he or she is interested and may be counted in the quorum
at the meeting.
A director of a Cayman Islands company also owes
to the company duties to exercise independent judgment in carrying out his functions and to exercise reasonable skill, care and diligence,
which has both objective and subjective elements. Recent Cayman Islands case law confirmed that directors must exercise the care, skill
and diligence that would be exercised by a reasonably diligent person having the general knowledge, skill and experience reasonably to
be expected of a person acting as a director. Additionally, a director must exercise the knowledge, skill and experience which he or she
actually possesses.
A general notice may be given to the board of
directors to the effect that (1) the director is a member or officer of a specified company or firm and is to be regarded as interested
in any contract or arrangement which may after the date of the notice be made with that company or firm; or (2) he or she is to be regarded
as interested in any contract or arrangement which may after the date of the notice to the board of directors be made with a specified
person who is connected with him or her, will be deemed sufficient declaration of interest. This notice shall specify the nature of the
interest in question. Following the disclosure being made pursuant to Vitru’s Articles of Association and subject to any separate
requirement under applicable law or the listing rules of the Nasdaq, and unless disqualified by the chairman of the relevant meeting,
a director may vote in respect of any transaction or arrangement in which he or she is interested and may be counted in the quorum at
the meeting.
In comparison, under Delaware corporate law, a
director of a Delaware corporation has a fiduciary duty to the corporation and its shareholders. This duty has two components: the duty
of care and the duty of loyalty. The duty of care requires that a director act in good faith, with the care that an ordinarily prudent
person would exercise under similar circumstances. Under this duty, a director must inform himself or herself of, and disclose to shareholders,
all material information reasonably available regarding a significant transaction. The duty of loyalty requires that a director act in
a manner he or she reasonably believes to be in the best interests of the corporation. He or she must not use his or her corporate position
for personal gain or advantage. This duty prohibits self-dealing by a director and mandates that the best interest of the corporation
and its shareholders take precedence over any interest possessed by a director, officer or controlling shareholder and not shared by the
shareholders generally. In general, actions of a director are presumed to have been made on an informed basis, in good faith and in the
honest belief that the action taken was in the best interests of the corporation. However, this presumption may be rebutted by evidence
of a breach of one of the fiduciary duties. Should such evidence be presented concerning a transaction by a director, a director must
prove the procedural fairness of the transaction, and that the transaction was of fair value to the corporation.
Shareholder Proposals
Under the Delaware General Corporation Law, a
shareholder has the right to put any proposal before the annual meeting of shareholders, provided it complies with the notice provisions
in the governing documents. The Delaware General Corporation Law does not provide shareholders an express right to put any proposal before
the annual meeting of shareholders, but Delaware corporations generally afford shareholders an opportunity to make proposals and nominations
provided that they comply with the notice provisions in the certificate of incorporation or bylaws.
A special meeting may be called by the board of directors
or any other person authorized to do so in the governing documents, but shareholders may be precluded from calling special meetings.
The Companies Act provides shareholders with only
limited rights to requisition a general meeting and does not provide shareholders with any right to put any proposal before a general
meeting. However, these rights may be provided in a company’s Articles of Association. Vitru’s Articles of Association provide
that upon the requisition of one or more shareholders representing not less than one-third of the voting rights entitled to vote at general
meetings, the board will convene an extraordinary general meeting and put the resolutions so requisitioned to a vote at such meeting.
The Articles of Association provide no other right to put any proposals before annual general meetings or extraordinary general meetings.
Cumulative Voting
Under the Delaware General Corporation Law, cumulative
voting for elections of directors is not permitted unless the corporation’s certificate of incorporation specifically provides for
it. Cumulative voting potentially facilitates the representation of minority shareholders on a board of directors since it permits the
minority shareholder to cast all the votes to which the shareholder is entitled on a single director, which increases the shareholder’s
voting power with respect to electing such director. As permitted under Cayman Islands law, Vitru’s Articles of Association do not
provide for cumulative voting. As a result, the shareholders of Vitru are not afforded any less protections or rights on this issue than
shareholders of a Delaware corporation.
Transaction with Interested Shareholders
The Delaware General Corporation Law provides
that; unless the corporation has specifically elected not to be governed by this statute, it is prohibited from engaging in certain business
combinations with an “interested shareholder” for three years following the date that this person becomes an interested shareholder.
An interested shareholder generally is a person or a group who or which owns or owned 15% or more of the target’s outstanding voting
shares or who or which is an affiliate or associate of the corporation and owned 15% or more of the corporation’s outstanding voting
shares within the past three years. This has the effect of limiting the ability of a potential acquirer to make a two-tiered bid for the
target in which all shareholders would not be treated equally. The statute does not apply if, among other things, prior to the date on
which the shareholder becomes an interested shareholder, the board of directors approves either the business combination or the transaction
which resulted in the person becoming an interested shareholder. This encourages any potential acquirer of a Delaware corporation to negotiate
the terms of any acquisition transaction with the target’s board of directors.
Cayman Islands law has no comparable statute.
As a result, Vitru cannot avail itself of the types of protections afforded by the Delaware business combination statute. However, although
Cayman Islands law does not regulate transactions between a company and its significant shareholders, it does provide that the board of
directors owe duties to ensure that these transactions are entered into bona fide in the best interests of the company and for a proper
corporate purpose and, as noted above, a transaction may be subject to challenge if it has the effect of constituting a fraud on the minority
shareholders.
Dissolution; Winding Up
Under the Delaware General Corporation Law, unless
the board of directors approves the proposal to dissolve, dissolution must be approved by shareholders holding 100% of the total voting
power of the corporation. If the dissolution is initiated by the board of directors, it may be approved by a simple majority of the corporation’s
outstanding shares. Delaware law allows a Delaware corporation to include in its certificate of incorporation a supermajority voting requirement
in connection with dissolutions initiated by the board. Under Cayman Islands law, a company may be wound up by either an order of the
courts of the Cayman Islands or by a special resolution of its members or, if the company resolves by ordinary resolution that it be wound
up because it is unable to pay its debts as they fall due. The court has authority to order winding up in a number of specified circumstances
including where it is, in the opinion of the court, just and equitable to do so.
Under the Companies Act, Vitru may be dissolved,
liquidated or wound up by a special resolution of shareholders (requiring a two-thirds majority vote). Vitru’s Articles of Association
also give its board of directors authority to petition the Cayman Islands Court to wind up Vitru.
Variation of Rights of Shares
Under the Delaware General Corporation Law, a
corporation may vary the rights of a class of shares with the approval of a majority of the outstanding shares of that class, unless the
certificate of incorporation provides otherwise. Under Vitru’s Articles of Association, if the share capital is divided into more
than one class of shares, the rights attached to any class may only be varied with the written consent of the holders of two-thirds of
the shares of that class or the sanction of a special resolution passed at a separate meeting of the holders of the shares of that class.
Also, except with respect to share capital (as
described above), alterations to Vitru’s Articles of Association may only be made by special resolution of shareholders (requiring
a two-thirds majority vote).
Amendment of Governing Documents
Under the Delaware General Corporation Law, a
corporation’s certificate of incorporation may be amended only if adopted and declared advisable by the board of directors and approved
by a majority of the outstanding shares entitled to vote, and the bylaws may be amended with the approval of a majority of the outstanding
shares entitled to vote and may, if so provided in the certificate of incorporation, also be amended by the board of directors. Under
Cayman Islands law, Vitru’s Articles of Association generally (and save for certain amendments to share capital described in this
section) may only be amended by special resolution of shareholders (requiring a two-thirds majority vote).
Rights of Non-Resident or Foreign Shareholders
There are no limitations imposed by Vitru’s
Articles of Association on the rights of non-resident or foreign shareholders to hold or exercise voting rights on Vitru’s shares.
In addition, there are no provisions in the Articles of Association governing the ownership threshold above which shareholder ownership
must be disclosed.
Taxation
Tax considerations relating to the ownership and
disposition of any of the securities offered by this prospectus will be set forth in the applicable prospectus supplement relating to
the offering of those securities.
Description of
Debt Securities
The debt securities will be our direct general
obligations. The debt securities will be either senior debt securities or subordinated debt securities and may be secured or unsecured
and may be convertible into other securities, including our common shares. The debt securities will be issued under one or more separate
indentures between our company and a financial institution that will act as trustee. Senior debt securities will be issued under a senior
indenture. Subordinated debt securities will be issued under a subordinated indenture. Each of the senior indenture and the subordinated
indenture is referred to individually as an indenture and collectively as the indentures. Each of the senior debt trustee and the subordinated
debt trustee is referred to individually as a trustee and collectively as the trustees. The material terms of any indenture will be set
forth in the applicable prospectus supplement.
We have summarized certain terms and provisions
of the indentures. The summary is not complete. The indentures are subject to and governed by the Trust Indenture Act of 1939, as amended.
The senior indenture and subordinated indenture are substantially identical, except for the provisions relating to subordination.
Neither indenture will limit the amount of debt
securities that we may issue. We may issue debt securities up to an aggregate principal amount as we may authorize from time to time.
The applicable prospectus supplement will describe the terms of any debt securities being offered. These terms will include some or all
of the following:
| · | classification as senior or subordinated debt securities; |
| · | ranking of the specific series of debt securities relative to other outstanding indebtedness, including subsidiaries’ debt; |
| · | if the debt securities are subordinated, the aggregate amount of outstanding indebtedness, as of a recent date, that is senior to
the subordinated securities, and any limitation on the issuance of additional senior indebtedness; |
| · | the designation, aggregate principal amount and authorized denominations; |
| · | the date or dates on which the principal of the debt securities may be payable; |
| · | the rate or rates (which may be fixed or variable) per annum at which the debt securities shall bear interest, if any; |
| · | the date or dates from which such interest shall accrue, on which such interest shall be payable, and on which a record shall be taken
for the determination of holders of the debt securities to whom interest is payable; |
| · | the place or places where the principal and interest shall be payable; |
| · | our right, if any, to redeem the debt securities, in whole or in part, at our option and the period or periods within which, the price
or prices at which and any terms and conditions upon which such debt securities may be so redeemed, pursuant to any sinking fund or otherwise; |
| · | our obligation, if any, of the Company to redeem, purchase or repay any debt securities pursuant to any mandatory redemption, sinking
fund or other provisions or at the option of a holder of the debt securities; |
| · | if other than denominations of $2,000 and any higher integral multiple of $1,000, the denominations in which the debt securities will
be issuable; |
| · | if other than the currency of the United States, the currency or currencies, in which payment of the principal and interest shall
be payable; |
| · | whether the debt securities will be issued in the form of global securities; |
| · | provisions, if any, for the defeasance of the debt securities; |
| · | any U.S. federal income tax consequences; and |
| · | other specific terms, including any deletions from, modifications of or additions to the events of default or covenants described
below or in the applicable indenture. |
Senior Debt
We may issue under the senior indenture the debt
securities that will constitute part of our senior debt. These senior debt securities will rank equally and pari passu with all our other
unsecured and unsubordinated debt.
Subordinated Debt
We may issue under the subordinated indenture
the debt securities that will constitute part of our subordinated debt. These subordinated debt securities will be subordinate and junior
in right of payment, to the extent and in the manner set forth in the subordinated indenture, to all our “senior indebtedness.”
“Senior indebtedness” is defined in the subordinated indenture and generally includes obligations of, or guaranteed by, us
for borrowed money, or as evidenced by bonds, debentures, notes or other similar instruments, or in respect of letters of credit or other
similar instruments, or to pay the deferred purchase price of property or services, or as a lessee under capital leases, or as secured
by a lien on any asset of ours. “Senior indebtedness” does not include the subordinated debt securities or any other obligations
specifically designated as being subordinate in right of payment to, or pari passu with, the subordinated debt securities. In general,
the holders of all senior indebtedness are first entitled to receive payment in full of such senior indebtedness before the holders of
any of the subordinated debt securities are entitled to receive a payment on account of the principal or interest on the indebtedness
evidenced by the subordinated debt securities in certain events. These events include:
| · | subject to applicable law, any insolvency or bankruptcy proceedings, or any receivership, dissolution, winding up, total or partial
liquidation, reorganization or other similar proceedings in respect of us or a substantial part of our property, whether voluntary or
involuntary; |
| · | (i) a default having occurred with respect to the payment of principal or interest on or other monetary amounts due and payable with
respect to any senior indebtedness or (ii) an event of default (other than a default described in clause (i) above) having occurred
with respect to any senior indebtedness that permits the holder or holders of such senior indebtedness to accelerate the maturity of such
senior indebtedness. Such a default or event of default must have continued beyond the period of grace, if any, provided in respect of
such default or event of default, and such a default or event of default shall not have been cured or waived or shall not have ceased
to exist; and |
| · | the principal of, and accrued interest on, any series of the subordinated debt securities having been declared due and payable upon
an event of default pursuant to the subordinated indenture. This declaration must not have been rescinded and annulled as provided in
the subordinated indenture. |
Authentication and Delivery
We will deliver the debt securities to the trustee
for authentication, and the trustee will authenticate and deliver the debt securities upon our written order.
Events of Default
When we use the term “Event of Default”
in the indentures with respect to the debt securities of any series, set forth below are some examples of what we mean:
| (1) | default in the payment of the principal on the debt securities when it becomes due and payable at maturity or otherwise; |
| (2) | default in the payment of interest on the debt securities when it becomes due and payable, and such default continues for a period
of 30 days; |
| (3) | default in the performance, or breach, of any covenant in the indenture (other than defaults specified in clauses (1) or (2) above)
and the default or breach continues for a period of 90 consecutive days or more after written notice to us by the trustee or to us and
the trustee by the holders of 25% or more in aggregate principal amount of the outstanding debt securities of all series affected thereby; |
| (4) | the occurrence of certain events of bankruptcy, insolvency, or similar proceedings with respect to us or any substantial part of our
property; or |
| (5) | any other Events of Default that may be set forth in the applicable prospectus supplement. |
If an Event of Default (other than an Event of
Default specified in clause (4) above) with respect to the debt securities of any series then outstanding occurs and is continuing,
then either the trustee or the holders of not less than 25% in principal amount of the securities of all such series then outstanding
in respect of which an Event of Default has occurred may by notice in writing to us declare the entire principal amount of all debt securities
of the affected series, and accrued interest, if any, to be due and payable immediately, and upon any such declaration the same shall
become immediately due and payable.
If an Event of Default described in clause (4)
above occurs and is continuing, then the principal amount of all the debt securities then outstanding and accrued interest shall be and
become due immediately and payable without any declaration, notice or other action by any holder of the debt securities or the trustee.
The trustee will, within 90 days after the
occurrence of any default actually known to it, give notice of the default to the holders of the debt securities of that series, unless
the default was already cured or waived. Unless there is a default in paying principal or interest when due, the trustee can withhold
giving notice to the holders if it determines in good faith that the withholding of notice is in the interest of the holders.
Satisfaction, Discharge and Defeasance
We may discharge our obligations under each indenture,
except as to:
| · | the rights of registration of transfer and exchange of debt securities, and our right of optional redemption, if any; |
| · | substitution of mutilated, defaced, destroyed, lost or stolen debt securities; |
| · | the rights of holders of the debt securities to receive payments of principal and interest; |
| · | the rights, obligations and immunities of the trustee; and |
| · | the rights of the holders of the debt securities as beneficiaries with respect to the property deposited with the trustee payable
to them (as described below); |
when:
| · | all debt securities of any series issued that have been authenticated and delivered have been delivered by us to the trustee for cancellation;
or |
| · | all the debt securities of any series issued that have not been delivered by us to the trustee for cancellation have become due and
payable or will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory
to the trustee for the giving of notice of redemption by such trustee in our name and at our expense, and we have irrevocably deposited
or caused to be deposited with the trustee as trust funds the entire amount sufficient to pay at maturity or upon redemption all debt
securities of such series not delivered to the trustee for cancellation, including principal and interest due or to become due on or prior
to such date of maturity or redemption; |
| · | we have paid or caused to be paid all other sums then due and payable under such indenture; and |
| · | we have delivered to the trustee an officers’ certificate and an opinion of counsel, each stating that all conditions precedent
under such indenture relating to the satisfaction and discharge of such indenture have been complied with. |
In addition, unless the applicable prospectus
supplement and supplemental indenture otherwise provide, we may elect either (i) to have our obligations under each indenture discharged
with respect to the outstanding debt securities of any series (“legal defeasance”) or (ii) to be released from our obligations
under each indenture with respect to certain covenants applicable to the outstanding debt securities of any series (“covenant defeasance”).
Legal defeasance means that we will be deemed to have paid and discharged the entire indebtedness represented by the outstanding debt
securities of such series under such indenture and covenant defeasance means that we will no longer be required to comply with the obligations
with respect to such covenants (and an omission to comply with such obligations will not constitute a default or event of default).
In order to exercise legal defeasance or covenant
defeasance with respect to outstanding debt securities of any series:
| · | we must irrevocably have deposited or caused to be deposited with the trustee as trust funds in trust for the purpose of making the
following payments, specifically pledged as security for, and dedicated solely to the benefits of the holders of the debt securities of
a series:
money in an amount; |
| · | U.S. government obligations; or |
| · | a combination of money and U.S. government obligations, |
in each case sufficient without reinvestment, in the written
opinion of a nationally recognized firm of independent public accountants, to pay and discharge, and which shall be applied by the trustee
to pay and discharge, all of the principal and interest at due date or maturity or if we have made irrevocable arrangements satisfactory
to the trustee for the giving of notice of redemption by the trustee, the redemption date;
| · | we have delivered to the trustee an opinion of counsel stating that, under then applicable U.S. federal income tax law, the beneficial
owners of the debt securities of that series will not recognize gain or loss for U.S. federal income tax purposes as a result of the defeasance
and will be subject to the same federal income tax as would be the case if the defeasance did not occur; |
| · | no default relating to bankruptcy or insolvency and, in the case of a covenant defeasance, no other default has occurred and is continuing
at any time; |
| · | if at such time the debt securities of such series are listed on a national securities exchange, we have delivered to the trustee
an opinion of counsel to the effect that the debt securities of such series will not be delisted as a result of such defeasance; and |
| · | we have delivered to the trustee an officers’ certificate and an opinion of counsel stating that all conditions precedent with
respect to the defeasance have been complied with. |
We are required to furnish to each trustee an
annual statement as to compliance with all conditions and covenants under the indenture.
Description of
Debt Warrants
We may issue warrants to purchase our debt or
equity securities or securities of third parties or other rights, including rights to receive payment in cash or securities based on the
value, rate or price of one or more specified commodities, currencies, securities or indices, or any combination of the foregoing. Warrants
may be issued independently or together with any other securities and may be attached to, or separate from, such securities. Each series
of warrants will be issued under a separate warrant agreement to be entered into between us and a warrant agent. The terms of any warrants
to be issued and a description of the material provisions of the applicable warrant agreement will be set forth in the applicable prospectus
supplement.
Description of
Rights
The following description summarizes only the
general features of the rights that we may offer from time to time under this prospectus. The specific terms of a series of rights will
be described in the applicable prospectus supplement relating to that series of rights along with any general provisions applicable to
that series of rights. We may issue rights to our shareholders to purchase our common shares and/or any of the other securities offered
hereby. Each series of rights may be issued under a separate rights agreement to be entered into between us and a bank or trust company,
as rights agent. The following description of the rights and any description of the rights in a prospectus supplement may not be complete
and is subject to, and qualified in its entirety by reference to, the underlying rights agreement, which we will file with the SEC at
or prior to the time of the sale of the rights. You should refer to, and read this summary together with, the rights agreement and the
applicable prospectus supplement to review the terms of a particular series of rights. You can obtain copies of any form of rights agreement
or other agreement pursuant to which the rights are issued by following the directions described under the caption “Where You Can
Find More Information.” The applicable prospectus supplement relating to any rights will describe the terms of the offered rights,
including, where applicable, the following:
| · | the date for determining the persons entitled to participate in the rights distribution; |
| · | the exercise price for the rights; |
| · | the aggregate number or amount of underlying securities purchasable upon exercise of the rights; |
| · | the number of rights issued to each shareholder and the number of rights outstanding, if any; |
| · | the extent to which the rights are transferable; |
| · | the date on which the right to exercise the rights will commence and the date on which the right will expire; |
| · | the extent to which the rights include an over-subscription privilege with respect to unsubscribed securities; |
| · | anti-dilution provisions of the rights, if any; and |
| · | any other material terms of the rights, including terms, procedures and limitations relating to the distribution, exchange and exercise
of the rights. |
Holders may exercise rights as described in the
applicable prospectus supplement. Upon receipt of payment and, where applicable, the rights certificate properly completed and duly executed
at the corporate trust office of the rights agent or any other office indicated in the prospectus supplement, we will, as soon as practicable,
forward the securities purchasable upon exercise of the rights. If less than all of the rights issued in any rights offering are exercised,
we may offer any unsubscribed securities directly to persons other than existing shareholders, to or through agents, underwriters or dealers
or through a combination of such methods, including pursuant to standby underwriting arrangements, as described in the applicable prospectus
supplement.
Description of
Units
We may issue units that include senior or subordinated
debt securities, common shares, rights, warrants or other securities. Each unit will be issued under a unit agreement or indenture and
will represent an interest in two or more securities, which may or may not be separable from one another. The prospectus supplement relating
to a particular issue of units will describe the terms of those units.
Plan of Distribution
We and any selling shareholders may sell the securities
offered by this prospectus:
| · | through or to underwriters; |
| · | directly to purchasers; or |
| · | through a combination of these methods. |
The prospectus supplement relating to any offering
will identify or describe:
| · | any underwriters, dealers or agents; |
| · | the purchase price of the securities; |
| · | the public offering price of the securities; |
| · | any discounts or concessions allowed or re-allowed; and |
| · | confirm any exchange on which the securities will be listed, if any. |
Underwriters
If we or any selling shareholders use underwriters
in the sale, we or the selling shareholders will enter into an underwriting agreement, and a prospectus supplement will set forth the
names of the underwriters and the terms of the transaction. The underwriters will acquire securities for their own account and may resell
the securities from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at
varying prices determined at the time of sale. Unless otherwise stated in the prospectus supplement, various conditions to the underwriters’
obligation to purchase securities apply, and the underwriters will be obligated to purchase all of the securities contemplated in an offering
if they purchase any of such securities. Any initial public offering price and any discounts or concessions allowed or re-allowed or paid
to dealers may be changed from time to time.
We or any selling shareholders may enter into
derivative or other hedging transactions with third parties, or sell securities not covered by this prospectus to third parties in privately
negotiated transactions. If the applicable prospectus supplement indicates, in connection with those derivatives, the third parties may
sell securities covered by this prospectus and the applicable prospectus supplement, including in short sale transactions. If so, the
third party may use securities covered by this prospectus including securities pledged by us or any selling shareholders or borrowed from
us, any selling shareholders or others to settle those sales or to close out any related open borrowing of stock, and may use securities
received from us in settlement of those derivatives to close out any related open borrowings of stock. The third party in such sale transactions
will be an underwriter and, if not identified in this prospectus, will be identified in the applicable prospectus supplement (or in a
post-effective amendment). We or any selling shareholders may also sell common shares short using this prospectus and deliver common shares
covered by this prospectus to close out such short positions, or loan or pledge common shares to financial institutions that in turn may
sell the common shares using this prospectus. We or any selling shareholders may pledge or grant a security interest in some or all of
the securities covered by this prospectus to support a derivative or hedging position or other obligation and, if we or the selling shareholders
default in the performance of its obligations, the pledgees or secured parties may offer and sell the securities from time to time pursuant
to this prospectus.
If the prospectus supplement so indicates, we
or any selling shareholders may authorize agents and underwriters or dealers to solicit offers by certain purchasers to purchase the securities
from us at the public offering price set forth in the prospectus supplement. These contracts will be subject to only those conditions
set forth in the prospectus supplement, and the prospectus supplement will set forth the commission payable for solicitation of such offers.
Certain persons participating in certain offerings
may engage in transactions that stabilize, maintain or otherwise affect the price of the securities. Specifically, the underwriters, if
any, may over-allot in connection with the offering, and may bid for, and purchase, the securities in the open market.
Dealers
If we or any selling shareholders use dealers
in the sale, unless otherwise indicated in the prospectus supplement, we or the selling shareholders will sell securities to the dealers
as principals. The dealers may then resell the securities to the public at varying prices that the dealers may determine at the time of
resale.
Agents and Direct Sales
We or any selling shareholders may sell securities
directly or through agents that we or the selling shareholders designate. The prospectus supplement names any agent involved in the offering
and sale and states any commissions we or the selling shareholders will pay to that agent. Unless indicated otherwise in the prospectus
supplement, any agent is acting on a best efforts basis for the period of its appointment.
Institutional Investors
Unless otherwise indicated in the prospectus supplement,
we or any selling shareholders will authorize underwriters, dealers or agents to solicit offers from various institutional investors to
purchase securities. In this case, payment and delivery will be made on a future date that the prospectus supplement specifies. The underwriters,
dealers or agents may impose limitations on the minimum amount that the institutional investor can purchase. They may also impose limitations
on the portion of the aggregate amount of the securities that they may sell. These institutional investors include:
| · | commercial and savings banks; |
| · | educational and charitable institutions; and |
| · | other similar institutions as we or any selling shareholders may approve. |
The obligations of any of these purchasers pursuant
to delayed delivery and payment arrangements will not be subject to any conditions. However, one exception applies. An institution’s
purchase of the particular securities cannot at the time of delivery be prohibited under the laws of any jurisdiction that governs:
| · | the validity of the arrangements; or |
| · | the performance by us or the institutional investor. |
Indemnification
Agreements that we or any selling shareholders
have entered into or may enter into with underwriters, dealers or agents may entitle them to indemnification by us against certain civil
liabilities. These include liabilities under the Securities Act of 1933, as amended. The agreements may also entitle them to contribution
for payments which they may be required to make as a result of these liabilities. Underwriters, dealers or agents may be customers of,
engage in transactions with, or perform services for, us in the ordinary course of business.
Handling
of Mail
Mail addressed to the Company and received at
its registered office will be forwarded unopened to the forwarding address supplied by Company to be dealt with. None of the Company,
its directors, officers, advisers or service providers (including the organization which provides registered office services in the Cayman
Islands) will bear any responsibility for any delay howsoever caused in mail reaching the forwarding address.
Certain
Anti-Money Laundering Matters
If any person in the Cayman Islands knows or suspects,
or has reasonable grounds for knowing or suspecting that another person is engaged in criminal conduct or money laundering, or is involved
with terrorism or terrorist financing and property, and the information for that knowledge or suspicion came to their attention in the
course of business in the regulated sector, or other trade, profession, business or employment, the person will be required to report
such knowledge or suspicion to (i) the Financial Reporting Authority of the Cayman Islands (“FRA”), pursuant to the
Proceeds of Crime Act (As Revised) of the Cayman Islands, if the disclosure relates to criminal conduct or money laundering, or (ii) a
police officer of the rank of constable or higher, or the FRA, pursuant to the Terrorism Act (As Revised) of the Cayman Islands, if the
disclosure relates to involvement with terrorism or terrorist financing and property.
Data Protection – Privacy Notice
Scope
The legal basis for this notification is to meet
the standards required in respect of, and ensure compliance with, the requirements of the Cayman Islands’ Data Protection Act (As
Revised), 2017 or the “DPA,” which came into effect in the Cayman Islands on 30 September 2019. This privacy notice puts investors
in the Company on notice that through your investment into Vitru you may provide us with certain personal information which constitutes
personal data within the meaning of the DPA (“personal data”). The Company collects, uses, discloses, retains and secures
personal data to the extent reasonably required only and within the parameters that could be reasonably expected during the normal course
of business. The Company will only process, disclose, transfer or retain personal data to the extent legitimately required to conduct
the activities of the Company on an ongoing basis or to comply with legal and regulatory obligations to which the Company is subject.
The Company will only transfer personal data in accordance with the requirements of the DPA, and will apply appropriate technical and
organizational information security measures designed to protect against unauthorized or unlawful processing of the personal data and
against the accidental loss, destruction or damage to the personal data. In our use of this personal data, we will be characterized as
a “data controller” for the purposes of the DPA, while our affiliates and service providers who may receive this personal
data from us in the conduct of our activities may either act as our “data processors” for the purposes of the DPA or may process
personal information for their own lawful purposes in connection with services provided to the Company.
If you are a natural person, this will affect
you directly. If you are a corporate investor (including, for these purposes, legal arrangements such as trusts or exempted limited partnerships)
that provides us with personal data on individuals connected to you for any reason in relation to your investment into the Company, this
will be relevant for those individuals and you should inform such individuals of the content.
Individual Rights in Respect of Personal Data
Under the DPA, individuals must be informed of
the purposes for which their personal data is processed and this privacy notice fulfils the Company’s obligation in this respect.
Individuals have rights under the DPA in certain
circumstances. These may include the right to request access to their personal data, the right to request rectification or correction
of personal data, the right to request that processing of personal data be stopped or restricted and the right to require that the Company
cease processing personal data for direct marketing purposes.
If you consider that your personal data has not
been handled correctly, or you are not satisfied with the Company’s responses to any requests you have made regarding the use of
your personal data, you have the right to complain to the Cayman Islands’ Ombudsman. The Ombudsman can be contacted by calling:
+1 (345) 946-6283 or by email at info@ombudsman.ky.
Contacting the Company
For further information on the collection, use,
disclosure, transfer or processing of your personal data or the exercise of any of the rights listed above, please contact us through
the address and telephone number of our principal executive office. Our principal website is www.vitru.com.br. The information contained
in, or accessible through, our website is not incorporated into this prospectus.
Legal Matters
We are being represented by Davis Polk &
Wardwell LLP with respect to the validity of the debt securities, warrants, rights and units, and certain legal matters of United
States federal securities and New York State law. Certain legal matters of United States federal securities and New York State law in
connection with any offering made pursuant to this prospectus will be passed upon for the underwriters by a law firm named in the applicable
prospectus supplement. The validity of common shares offered in any offering made pursuant to this prospectus and legal matters as to
Cayman Islands law will be passed upon for us by Maples and Calder (Cayman) LLP and for the underwriters by a law firm named in the applicable
prospectus supplement. Certain other matters of Brazil law will be passed upon for us by Lefosse Advogados and for the underwriters by
a law firm named in the applicable prospectus supplement.
Experts
The consolidated financial statements of Vitru
Limited as of December 31, 2020 and 2019 and for each of the three years in the period ended December 31, 2020 incorporated herein by
reference to Vitru Limited’s Form 20-F for the year ended December 31, 2020 have been so incorporated in reliance on the report
of PricewaterhouseCoopers Auditores Independentes, an independent registered public accounting firm given on the authority of said firm
as experts in auditing and accounting.
The financial statements of CESUMAR – Centro
de Ensino Superior de Maringá Ltda as of December 31, 2020 and 2019 and for each of the two years in the period ended December
31, 2020 incorporated herein by reference to Vitru Limited’s report on Form 6-K furnished to the SEC on October 22, 2021 have been
so incorporated in reliance on the report of PricewaterhouseCoopers Auditores Independentes, an independent registered public accounting
firm, given on the authority of said firm as experts in auditing and accounting.
Where You Can Find
More Information
We are subject to the reporting requirements of
the Securities Exchange Act of 1934, as amended, or the Exchange Act, that are applicable to a foreign private issuer. We file reports,
including annual reports on Form 20-F, and other information with the SEC pursuant to the rules and regulations of the SEC that apply
to foreign private issuers.
Documents that we file with the SEC are also available
on the website maintained by the SEC (www.sec.gov). Our common shares are listed on the Nasdaq Global Select Market. You can consult reports
and other information about Vitru that it filed pursuant to the rules and regulations of the SEC.
Incorporation of
Documents by Reference
The SEC allows us to incorporate by reference
the information we file with them. This means that we can disclose important information to you by referring to documents. The information
that we incorporate by reference is an important part of this prospectus. We incorporate by reference the following documents and any
future filings that we make with the SEC under Sections 13(a), 13(c) and 15(d) of the Securities Exchange Act of 1934, as amended,
until we complete the offerings using this prospectus:
| · | our report on Form 6-K furnished to the SEC on October 22, 2021, relating to (i) the unaudited condensed interim financial statements of CESUMAR – Centro de Ensino Superior de Maringá Ltda. as of June 30, 2021 and for the six months ended June 30, 2021 and 2020, and the notes thereto, (ii) the audited financial statements of CESUMAR – Centro de Ensino Superior de Maringá Ltda. as of and for the years ended December 31, 2020 and 2019, and the notes thereto, and (iii) our unaudited pro forma condensed consolidated financial information as of and for the six months ended June 30, 2021 and for the year ended December 31, 2020 and the notes thereto; and |
| · | with respect to each offering of securities under this prospectus, all our future reports on Form 20-F and any report on Form 6-K
that so indicates it is being incorporated by reference, in each case, that we file with the SEC or furnish to the SEC, respectively,
on or after the date on which the registration statement is first filed with the SEC and until the termination or completion of that offering
under this prospectus. |
Information that we file with the SEC will automatically
update and supersede the information included in this prospectus or previously incorporated by reference into this prospectus. All information
appearing in this prospectus is qualified in its entirety by the information and financial statements, including the notes, contained
in the documents that we incorporate by reference in this prospectus.
You may request a copy of these filings, at no
cost, by writing or telephoning us at the following address:
Vitru Limited
Rodovia José Carlos Daux, 5500, Torre Jurerê A,
2nd floor, Saco Grande, Florianópolis, State of Santa Catarina,
Brazil
88032-005
+55 (11) 3047-2699
You should rely only on the information that we
incorporate by reference or provide in this prospectus or the accompanying prospectus supplement. We have not authorized anyone to provide
you with different information. You should not assume that the information in this prospectus or any prospectus supplement is accurate
as of any date other than the date on the front of those documents.
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