UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN
PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of September 2023
Commission File Number: 001-39519
Vitru Limited
(Exact name of registrant as specified in its
charter)
Rodovia José Carlos Daux, 5500, Torre
Jurerê A,
2nd floor, Saco Grande, Florianópolis, State of
Santa Catarina, 88032-005, Brazil
+55 (47) 3281-9500
(Address of principal executive office)
Indicate by check mark whether the registrant files
or will file annual reports under cover of Form 20-F or Form 40-F:
Indicate by check mark if the registrant is submitting
the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Indicate by check mark if the registrant is submitting
the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Vitru Limited |
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By: |
/s/ Carlos Henrique Boquimpani de Freitas |
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Name: |
Carlos Henrique Boquimpani de Freitas |
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Title: |
Chief Financial and Investor Relations Officer |
Date: September 28, 2023
EXHIBIT INDEX
Exhibit 99.1
Vitru Limited
(the "Company")
NOTICE OF ANNUAL GENERAL MEETING OF THE COMPANY
Notice is hereby given that an Annual General Meeting
of the Company (the "AGM") will be held at the offices of the Company located at Rodovia José Carlos Daux, 5500,
Torre Jurerê A, 2nd floor, Saco Grande, Florianópolis, State of Santa Catarina, 88032-005, Brazil and virtually on October
23, 2023 at 11:00 am (São Paulo time).
The AGM will be held at the offices of the Company
in accordance with Cayman Islands law, but we strongly encourage shareholders to submit a proxy or, if they wish to attend in person,
to participate in the AGM in a virtual form. The Company will also be hosting the meeting live via the Internet. To attend the meeting
via the Internet as a shareholder, please visit https://web.lumiagm.com/224321184 and be sure to have the password and control number
indicated on your proxy card available. If you wish to attend the meeting as a guest, please visit https://web.lumiagm.com/224321184 and
follow the instructions provided to attend as a guest (note that participants joining via this method will be logged as observers and
will not have the ability to vote or participate).
On August 25, 2023, certain of our shareholders,
Vinci Capital Partners II J Beta Fundo de Investimento em Participações Multiestratégia, Agresti Investments LLC,
Botticelli Investments LLC, Caravaggio Investments LLC, and Raffaello Investments LLC (together, "Vinci") entered into a share
purchase agreement with Dboat I Fundo de Investimento em Participações Multiestratégia ("23S") pursuant
to which Vinci agreed to sell 1,875,000 (or, approximately 5.5% of our outstanding share capital) to 23S, subject to certain conditions
("Transaction"). One condition of the Transaction is that the Company amend and restate its Amended and Restated Memorandum
and Articles of Association currently in effect (the “Articles”), effective upon the closing of the Transaction, in order
to grant 23S certain director appointment rights similar to those granted to Crescera, Carlyle SPX and the Vinci Group (as those terms
are defined in the existing Articles), as set out in the proposed Amended and Restated Memorandum and Articles of Association (“Amended
and Restated Memorandum and Articles of Association”), which can be accessed on the Investor Relations section of the Company’s
website at https://investors.vitru.com.br/.
The AGM will be held for the purpose of considering
and, if thought fit, passing and approving the following resolutions:
| 1 | to resolve, as an ordinary resolution, that the Company's financial statements
and the auditor's report for the fiscal year ended 31 December 2022 be approved and ratified; |
| 2 | to resolve, as an ordinary resolution, to re-elect as members of the Board
of Directors of the Company: (i) Ms. Aline San Lee Sun (as an independent member of the board of directors); (ii) Mr. Carlos Eduardo Martins
e Silva; (iii) Ms. Claudia Jordão Ribeiro Pagnano (as an independent member of the board of directors); (iv) Mr. Daniel Arthur
Borghi; (v) Mr. Edson Gustavo Georgette Peli; (vi) Mr. Felipe Samuel Argalji; (vii) Mr. Fernando Cezar Dantas Porfírio Borges;
(viii) Mr. Lywal Salles Filho; (ix) Mr. Rivadávia Correa Drummond de Alvarenga Neto (as an independent member of the board of directors);
(x) Mr. Weslley Kendrick Silva; and (xi) Mr. Wilson de Matos Silva; and |
| 3 | to resolve, as a special resolution, that the Amended and Restated Memorandum
and Articles of Association of the Company currently in effect (the “Articles”) be amended and restated pursuant to
Article 41.2 of the Articles by the deletion in their entirety and the substitution in their place of the Amended and Restated Memorandum
and Articles of Association in the form presented at the AGM, such deletion, amendment and restatement to become effective only upon the
closing of the transaction contemplated by the share purchase agreement with respect to common shares of the Company dated August 25,
2023 between Vinci Capital Partners II J Beta Fundo de Investimento em Participações |
Multiestratégia,
Agresti Investments LLC, Botticelli Investments LLC, Caravaggio Investments LLC, and Raffaello Investments LLC and Dboat I Fundo de Investimento
em Participações Multiestratégia.
The respective profiles of the
persons listed above are included in the Schedule to this Notice.
The AGM will also serve as an
opportunity for shareholders to discuss Company affairs with management.
The Board of Directors of the
Company (the “Board”) has fixed the close of business on September 25, 2023 as the record date (the “Record
Date”) for determining the shareholders of the Company entitled to receive notice of the AGM or any adjournment thereof. The
holders of record of the common shares of the Company as at the close of business on the Record Date are entitled to receive notice of
and attend the AGM and any adjournment thereof.
The Board recommends that shareholders
of the Company vote “FOR” the resolutions at the AGM. Your vote is very important to the Company.
Whether or not you plan to attend
the AGM, please promptly complete, date, sign and return the enclosed proxy card attached to this Notice.
By order of the Board
/s/ Claudia Jordão Ribeiro Pagnano
Name: Claudia Jordão
Ribeiro Pagnano
Title: Director
Dated: September 28, 2023
Registered Office:
c/o Maples Corporate Services Limited
PO Box 309, Ugland House
Grand Cayman
KY1-1104
Cayman Islands
Important Notice Regarding the Availability of
Proxy Materials for the Vitru Limited Shareholder
Meeting to be Held on October 23, 2023
Our proxy statement, our 2022 annual report on
Form 20-F and our proposed Amended and Restated Memorandum and Articles of Association can be accessed, free of charge, on the Investor
Relations section of the Company’s website at https://investors.vitru.com.br/.
By inserting the control number to be provided to you on your Notice of Internet Availability of Proxy Materials or proxy card at www.voteproxy.com
for registered shareholders and at www.proxyvote.com for street shareholders, you will have instructions on how to access our proxy materials,
and on how to vote via the Internet, mobile device or by proxy card. If you own shares in street name, meaning that your shares are held
by a bank, brokerage firm, or other nominee, you may also instruct that institution on how to vote your shares.
NOTES
IF YOU HAVE EXECUTED A STANDING PROXY, YOUR
STANDING PROXY WILL BE VOTED AS INDICATED IN NOTE 2 BELOW, UNLESS YOU ATTEND THE AGM IN PERSON OR SEND IN A SPECIFIC PROXY.
| 1 | A proxy need not be a shareholder of the Company. A shareholder entitled
to attend and vote at the AGM is entitled to appoint one or more proxies to attend and vote in his/her stead. |
| 2 | Any standing proxy previously deposited by a shareholder with the Company
will be voted in favour of the resolutions to be proposed at the AGM unless revoked prior to the AGM or the shareholder attends the AGM
in person. |
| 3 | If two or more persons are jointly registered as holders of a share, the
vote of the senior person who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of other
joint holders. For this purpose, seniority shall be determined by the order in which the names stand on the Company's register of shareholders
in respect of the relevant shares. |
| 4 | A shareholder holding more than one share entitled to attend and vote at
the AGM need not cast the votes in respect of such shares in the same way on any resolution and therefore may vote a share or some or
all such shares either for or against a resolution and/or abstain from voting a share or some or all of the shares and, subject to the
terms of the instrument appointing any proxy, a proxy appointed under one or more instruments may vote a share or some or all of the shares
in respect of which he is appointed either for or against a resolution and/or abstain from voting. |
| 5 | No business shall be transacted at the AGM unless a quorum is present. As
set out in the articles of association of the Company, 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. No person shall be entitled
to vote at the AGM unless he is registered as a shareholder of the Company on the record date for the AGM nor unless all calls or other
sums presently payable by him in respect of such shares have been paid. |
Schedule
Aline San Lee Sun is an independent
member of our board of directors, a position she has held since October 12, 2021. Mrs. Sun has over 30 years of experience in financial
markets, including being the co-founder and chief executive officer of Guide Investimentos from 2013 to 2020. She was also a consultant
at Pacífico Asset Management from 2011 to 2013, a superintendent in the asset management team at Itaú Unibanco from 2009
to 2011 and at Unibanco from 2004 to 2009, a senior product manager at Bank Boston from 2000 to 2004, a senior trader at Banco BBM in
Rio de Janeiro and at BBM Securities in New York from 1996 to 1999, and a trader at Banco Icatu S.A. from 1993 to 1996. She has a bachelor’s
degree in business economics from the Pontifícia Universidade Católica do Rio de Janeiro, a Certificate of Special Studies
in Administration Management at Harvard Business School, and a certificate from the Advanced Boardroom Program for Women at Saint Paul
Escola de Negócios.
Carlos Eduardo Martins e Silva is
a member of our board of directors, a position he has held since July 13, 2021, and has served as the Chairman of the board since August
26, 2022. Mr. Martins e Silva is a partner at Vinci Partners where he focuses on private equity. He has actively participated in the raising,
investing, monitoring and divestment of three private equity funds that together invested a total of U.S.$1.6 billion in more than 30
companies. He has served on the boards of directors or fiscal councils of Cemar, Ceagro, Los Grobo, Burger King, Vitru, Uniasselvi, Domino’s,
Grupo CURA and Vero. Since 2021 he has also been a member of the deliberative council of the Brazilian Private Equity and Venture Capital
Association (Associação Brasileira de Private Equity & Venture Capital — ABVCAP). He has also held executive positions
at portfolio companies of Vinci Partners, including serving as the chief financial officer of Sollus and Los Grobo, and as the chief executive
officer of Uniasselvi (on an interim basis) and Domino’s between 2018 and 2020. Before joining Vinci Partners, Mr. Martins e Silva
was an equity research analyst at Credit Suisse where he participated in several initial public offerings between 2006 and 2007. Previously,
he worked as an equity analyst at Banco Modal. He holds a bachelor’s degree in economics from the Universidade Federal do Rio de
Janeiro and from the Università degli Studi di Bologna.
Claudia Jordão Ribeiro Pagnano
is an independent member of our board of directors, a position she has held since September 2, 2020. Ms. Pagnano has been an independent
member of the board of directors of Vix Logistica SA serving their board, audit committee, ESG and people committee and market committee.
From 2017 until 2019, she worked at Condor S/A, first as an independent business advisor and then as the chairwoman of its strategy and
innovation committee. She also acts as an independent member of the board at Brado Logistica, a company which is part of Grupo COSAN in
Brazil. She is also a consulting member of Security SA and a pro bono member of Cruz Vermelha do Brasil – São Paulo Chapter,
the largest nonprofit humanitarian organization in the world. Ms. Pagnano is also one of the nine founders of WCD (Women Corporate Directors),
Brazil chapter, a non-profit foundation that aims to increase the participation of women in positions of boards of directors. Prior to
that, she was Chief Executive Officer at Abrakidabra, Chief Commercial Officer at Gol Linhas Aéreas, Managing Director of the Brazilian
Division of Brazil Foods-BRF, Chief Marketing Officer and Private Label Vice-President of Grupo Pão de Açucar, Chief Marketing
Officer at BankBoston and Unibanco, Consumer Films Business Director for Brazil and Latin America at Eastman Kodak Company and Marketing
Category Director at Colgate Palmolive. Ms. Pagnano holds a bachelor’s degree in Communication and Marketing from Escola Superior
de Propaganda e Marketing, including extension courses in Finance from Fundação Getúlio Vargas (FGV) and has also
received a certificate in Digital Transformation & Innovation from the University of California, Berkeley in 2018.
Daniel Arthur Borghi is a member
of our board of directors since November 16, 2022, and is Co-CEO of Crescera Investimentos, a managing director, and a member of its Executive
Committee. A partner for over 10 years, he is responsible for its Education Private Equity practice. He was a member of the board of directors
of Afya Limited. He is also currently a member of the board of Vertex Technologies Ltd. (Nelogica). Prior to joining Crescera Investimentos,
he was a consultant at McKinsey &Co., an executive at Docas Participações S.A., and a partner at Finance Ltda. He holds
an electrical engineering degree from Pontifícia Universidade Católica do Rio de Janeiro and an MBA from the Kellogg School
of Management, Northwestern University.
Edson Gustavo Georgette Peli is a
member of our board of directors since September 2, 2020, and has served as the Chairman of our board of directors between July 13, 2021
and August 26, 2022. Mr. Peli has previously served on the board of directors of Vitru Brazil, a position he has held since October 2015.
In addition to our company, Mr. Peli currently serves on the boards of directors of Ri Happy Brinquedos S.A. Mr. Peli was also a Managing
Director at The Carlyle Group, based in São Paulo, Brazil, focusing on buyout investment opportunities primarily in Brazil and
other selected South American countries. Mr. Peli joined The Carlyle Group in 2008 and was involved in investing and managing over U.S.$1.5
billion in equity investments in the healthcare, consumer and retail, and education sectors. Mr. Peli stayed with The Carlyle Group until
its operations in Brazil were acquired by SPX Capital in May 2021, where he is currently a Partner. Prior to joining The Carlyle Group,
Mr. Peli worked in investment banking at Credit Suisse Brasil S.A., or Credit Suisse Brazil, from December 2004 to January 2008, where
he was involved in mergers and acquisitions and capital markets, having participated in over 30 completed transactions across several
sectors. Prior to his time at Credit Suisse Brazil, Mr. Peli worked in credit risk at Banco Citibank S.A., or Citi Brazil, from February
2004 to December 2004. Mr. Peli holds a bachelor of science degree in Business Administration from Escola de Administração
de Empresas de São Paulo/Fundação Getulio Vargas with a specialization program in Corporate Finance and Capital Markets
at the University of Texas at Austin.
Felipe Samuel Argalji is a member
of our board of directors since November 16, 2022, and is a senior partner and member of the Executive Committee of Crescera Investimentos,
responsible for investments in the Education Private Equity sector, since 2009. He was a member of the Finance Committee of Abril Educação,
and a member of the board of directors at Anima Educação and Afya Limited. He is also currently a member of the board of
AOVS Sistemas de Informática S/A (Alura). He holds an economics degree from IBMEC.
Fernando Cezar Dantas Porfírio Borges
is a member of our board of directors, a position he has held since September 2, 2020. Mr. Borges has previously served on the
board of directors of Vitru Brazil, a position he has held since October 2015. In addition to our company, Mr. Borges currently serves
on the boards of directors of Ri-Happy Brinquedos S.A., Estok Comércio e Participações Ltda., or Tok & Stok,
USS Soluções Gerenciadas S.A. and Grupo Madero and is Vice-Chairman of the board of directors of the Brazilian Association
of Private Equity & Venture Capital, or ABVCAP, a member of the board of EMPEA—Emerging Market Private Equity Association and
of LAVCA – Latin American Private Equity & Venture Capital Association. Mr. Borges was also a managing Director and head of
the Carlyle Group’s South American buyout group focused on private equity investment opportunities in South America. He joined The
Carlyle Group in 2007 and was involved in The Carlyle Group’s investments in portfolio companies in Brazil. Mr. Borges stayed with
The Carlyle Group until its operations in Brazil were acquired by SPX Capital in May 2021, where he is currently a Partner. Prior to joining
The Carlyle Group, Mr. Borges was a managing director at AIG Capital Partners and chief executive officer of AIG Capital Investments do
Brasil, being responsible for managing AIG’s private equity activities in Brazil. Prior to his time at the AIG Capital Group, Mr.
Borges was a director of Bozano, Simonsen’s private equity division, where he was responsible for managing a private equity fund
sponsored by Bozano, Simonsen Group and Advent International. Cumulatively, Mr. Borges has 18 years of private equity experience in Brazil,
having participated in more than 20 transactions in the region. Mr. Borges holds a graduate degree from the Bologna Center of the School
of Advanced International Studies of Johns Hopkins University and a bachelor of the arts degree in international relations from Universidade
de Brasilia.
Lywal Salles Filho is a member of
the board of directors a position he has held since September 2, 2020, and of the strategic committee of Vinci Partners. Mr. Salles Filho
has previously served on the board of directors of Vitru Brazil, a position he has held since October 2015. He is also one of the directors
of ANBIMA and sits on the board of Cecrisa S.A. Between 2010 and 2013, he was Chairman and Chief Executive Officer of UBS AG for Brazil.
Prior to that, he was Senior Managing Director of Itaú Unibanco S.A. in charge of its domestic and international Private Bank businesses
and led the investment product committee of the Capital Market Sector. He was also the Chairman of the board of Banco Itaú International
and of Itaú Securities in the U.S., and Chief Executive Officer of Banco Itaú (Suisse) in Zurich. Mr. Lywal held also several
senior positions at Citibank N.A., in the US and in Brazil including being the Latin America Regional CEO of the Affluent Client Segment.
Previously, he spent 15 years at The Chase Manhattan
Bank N.A in Hong Kong, the U.S. and in Latin America. He has a B.S. in economics and a post-graduate certificate in Economics Engineering,
both from Universidade Federal do Rio de Janeiro. He also has an M.S. degree in Administration from Syracuse University, New York.
Rivadávia Correa Drummond de Alvarenga
Neto is an independent member of our board of directors, a position he has held since September 2, 2020. Dr. Drummond is Clinical
Assistant Professor at the W. P. Carey School of Business at Arizona State University, Faculty Lead for Arizona State University’s
new M.S. degree in Innovation & Venture Development. Prior to joining the W. P. Carey School of Business at Arizona State University,
Dr. Drummond was an original partner and board member of the Anima Educational Group Brazil, between 2018 and 2020 he was a Visiting Associate
Professor at the Hong Kong Polytechnic University and The University of Hong Kong, Hong Kong, SAR, China. Dr. Drummond is also founding
partner and Executive Director of Rivadavia & Associates. Dr. Drummond was a post-doctoral fellow and visiting scholar at the University
of Toronto, Canada, in 2009, holds (i) a PhD in Information Studies, I-School from the Federal University of Minas Gerais (UFMG), in which
he had his PhD Dissertation nominated for the award “Best Brazilian Dissertation in the field,” (ii) a MSc in Information
Studies, I-School, from the Federal University of Minas Gerais (UFMG), (iii) an MBA in International Business, from the Catholic University
of Minas Gerais and (iv) a bachelor’s degree in Business from the Federal University of Minas Gerais.
Weslley Kendrick Silva is a member
of our board of directors since May 20, 2022. Mr. Kendrick Silva is the Head of Institutional Relations at UniCesumar, a position he has
held since 2018. Mr. Kendrick Silva has a law degree from UniCesumar, as well as a post-graduate degree in marketing. In addition, Mr.
Kendrick Silva has a post-graduate degree in strategic management of third-party organizations from Faculdade Cidade Verde and a master’s
degree in leadership from Southeastern University.
Wilson de Matos Silva is a member
and Vice-Chairman of our board of directors since May 20, 2022. Mr. de Matos Silva is the founder and former dean of Unicesumar. He founded
the business in 1990. He is also a founder of the educational group Colégio Objetivo – Unidade Maringá. Prior to this,
Mr. de Matos Silva was a University Professor at the state university of Universidade Estadual de Maringá-PR and at Universidade
Paranaense. Mr. de Matos Silva has a bachelor’s degree in mathematics from Universidade Federal de Santa Catarina as well as a specialization
in advanced calculus from Universidade Estadual de Londrina.
Exhibit
99.2
Vitru Limited
c/o Maples Corporate Services Limited
PO Box 309, Ugland House
Grand Cayman
KY1-1104
Cayman Islands
PROXY STATEMENT
General
The board of directors of Vitru Limited (the “Company”
or “we”) is soliciting proxies for the annual general meeting of shareholders (the “AGM”) of the
Company to be held on October 23, 2023 at 11:00 am (São Paulo time). The AGM will be held at the offices of the Company located
at Rodovia José Carlos Daux, 5500, Torre Jurerê A, 2nd floor, Saco Grande, Florianópolis, State of Santa Catarina,
88032-005, Brazil and virtually. However, we strongly encourage shareholders to submit a proxy or, if they wish to attend in person, to
participate in the AGM in a virtual form. The Company will also be hosting the meeting live via the Internet. To attend the meeting via
the Internet as a shareholder, please visit https://web.lumiagm.com/224321184 and be sure to have the password and control number indicated
on your proxy card available. If you wish to attend the meeting as a guest, please visit https://web.lumiagm.com/224321184 and follow
the instructions provided to attend as a guest (note that participants joining via this method will be logged as observers and will not
have the ability to vote or participate).
On or about September 28, 2023, we first mailed
to our shareholders our proxy materials, including our proxy statement, the notice to shareholders of our AGM and the proxy card, along
with instructions on how to vote using the proxy card provided therewith. This proxy statement can also be accessed, free of charge, on
the Investor Relations section of the Company’s website at https://investors.vitru.com.br/ and on the SEC’s website at https://www.sec.gov.
By inserting the control number to be provided
to you on your Notice of Internet Availability of Proxy Materials or proxy card at www.voteproxy.com for registered shareholders and at
www.proxyvote.com for street shareholders, you will have instructions on how to access our proxy materials, and on how to vote via the
Internet, mobile device or by proxy card. If you own shares in street name, meaning that your shares are held by a bank, brokerage firm,
or other nominee, you may also instruct that institution on how to vote your shares.
Record Date, Share Ownership and Quorum
Only the holders of record of common shares (the
“Common Shares”) of the Company as at the close of business on September 25, 2023, Eastern Time (the “Record
Date”) are entitled to receive notice of and attend the AGM and any adjournment thereof. No person shall be entitled to vote
at the AGM unless it is registered as a shareholder of the Company on the Record Date for the AGM.
As of the close of business on the Record Date,
33,826,199 Common Shares were issued and outstanding. 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.
Voting and Solicitation
Each Common Share issued and outstanding as of
the close of business on the Record Date is entitled to one vote at the AGM. The resolutions to be put to the vote at the AGM, other than
the resolution with respect to Proposal 3, will be approved by an ordinary resolution (i.e. a simple majority of the votes cast, by or
on behalf of, the shareholders attending and voting at the AGM). The resolution with respect to Proposal 3 to be put to the vote at the
AGM will be approved by special resolution (i.e. a two-thirds majority of the votes cast, by or on behalf of, the shareholders attending
and voting at the AGM).
Voting by Holders of Common Shares
Common Shares that are properly voted, for which
proxy cards are properly executed and returned within the deadline set forth below, will be voted at the AGM in accordance with the directions
given. If no specific instructions are given in such proxy cards, the proxy holder will vote in favor of the item(s) set forth in the
proxy card. The proxy holder will also vote in the discretion of such proxy holder on any other matters that may properly come before
the AGM, or at any adjournment thereof. Where any holder of Common Shares affirmatively abstains from voting on any particular resolution,
the votes attaching to such Common Shares will not be included or counted in the determination of the number of Common Shares present
and voting for the purposes of determining whether such resolution has been passed (but they will be counted for the purposes of determining
the quorum, as described above).
Proxies submitted by registered shareholders and street shareholders
(by returning the proxy card) must be received by us no later than 11:59 p.m., Eastern Time, on October 22, 2023, to ensure your representation
at our AGM.
The manner in which your shares may be voted depends
on how your shares are held. If you own shares of record, meaning that your shares are represented by book entries in your name so that
you appear as a shareholder on the records of American Stock Transfer & Trust Company, LLC (“AST”) (i.e., you are
a registered shareholder), our stock transfer agent, this proxy statement, the notice of AGM and the proxy card will be mailed to you
by AST. You may provide voting instructions by returning a proxy card. You also may attend the AGM and vote in person, subject to our
above request that, if you wish to attend in person, you do so virtually. If you own Common Shares of record and you do not vote by proxy
or in person at the AGM, your shares will not be voted.
If you own shares in street name (i.e., you are
a street shareholder), meaning that your shares are held by a bank, brokerage firm, or other nominee, you are then considered the “beneficial
owner” of shares held in “street name,” and as a result, this proxy statement, the notice of AGM and the proxy card
will be provided to you by your bank, brokerage firm, or other nominee holding the shares. You may provide voting instructions to them
directly by returning a voting instruction form received from that institution. If you own Common Shares in street name and attend the
AGM, you must obtain a “legal proxy” from the bank, brokerage firm, or other nominee that holds your shares in order to vote
your shares at the meeting and present your voting information card.
Revocability of Proxies
Registered shareholders may revoke their proxy
or change voting instructions before shares are voted at the AGM by submitting a written notice of revocation to our Investor Relations
Department at ir@vitru.com.br and juridicosocietario@uniasselvi.com.br, or a duly executed proxy bearing a later date (which must be received
by us no later than the date set forth below) or by attending the AGM and voting in person. A beneficial owner owning Common Shares in
street name may revoke or change voting instructions by contacting the bank, brokerage firm, or other nominee holding the shares or by
obtaining a legal proxy from such institution and voting in person at the AGM. If you are not planning to attend in person our AGM,
to ensure your representation at our AGM, revocation of proxies submitted by registered shareholders and street shareholders (by returning
a proxy card) must be received by us no later than 11:59 p.m., Eastern Time, on October 22, 2023.
PROPOSAL 1:
APPROVAL AND RATIFICATION OF THE
COMPANY’S FINANCIAL STATEMENTS AND THE AUDITOR'S REPORT FOR THE FISCAL YEAR ENDED DECEMBER 31, 2022
The Company seeks shareholder approval and ratification
of the Company’s 2022 audited consolidated financial statements (the “Audited Accounts”), which have been prepared
in accordance with International Financial Reporting Standards, in respect of the fiscal year ended December 31, 2022. A copy of the Company’s
Audited Accounts is included in the Company’s 2022 annual report on Form 20-F which is available on the Company’s website
at https://investors.vitru.com.br/ and on the SEC’s website at https://www.sec.gov.
The affirmative vote by the holders of a simple
majority of the votes cast, by or on behalf of, the shareholders attending and voting at the AGM is required for this proposal. If proxies
are properly submitted by signing, dating and returning a proxy card, Common Shares represented thereby will be voted in the manner specified
therein. If not otherwise specified, and the proxy card is signed, Common Shares represented by the proxies will be voted in favor of
this proposal.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”
THE APPROVAL AND RATIFICATION OF THE COMPANY’S FINANCIAL STATEMENTS AND THE AUDITOR’S REPORT FOR THE FISCAL YEAR ENDED DECEMBER
31, 2022.
PROPOSAL 2:
RE-ELECTION OF DIRECTORS
Pursuant to Article 21.2 of the Articles of Association,
the Company’s board of directors is eligible for re-election, therefore, the Company seeks shareholders’ approval for the
appointment, for a two (2) year term, of the following directors: (i) Ms. Aline San Lee Sun (as an independent member of the board of
directors); (ii) Mr. Carlos Eduardo Martins e Silva; (iii) Ms. Claudia Jordão Ribeiro Pagnano (as an independent member of the
board of directors); (iv) Mr. Daniel Arthur Borghi; (v) Mr. Edson Gustavo Georgette Peli; (vi) Mr. Felipe Samuel Argalji; (vii) Mr. Fernando
Cezar Dantas Porfírio Borges; (viii) Mr. Lywal Salles Filho; (ix) Mr. Rivadávia Correa Drummond de Alvarenga Neto (as an
independent member of the board of directors); (x) Mr. Weslley Kendrick Silva; and (xi) Mr. Wilson de Matos Silva, in each case to serve
in accordance with the Company’s Memorandum and Articles of Association.
The affirmative vote by the holders of a simple majority of the votes cast, by or on behalf of, the shareholders attending and voting
at the AGM is required for this proposal. If proxies are properly submitted by signing, dating and returning a proxy card, Common Shares
represented thereby will be voted in the manner specified therein. If not otherwise specified, and the proxy card is signed, Common Shares
represented by the proxies will be voted in favor of this proposal.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”
THE RE-ELECTION TO THE BOARD OF DIRECTORS OF THE ABOVEMENTIONED NOMINEES.
PROPOSAL 3:
APPROVAL OF THE AMENDED AND RESTATED MEMORANDUM
AND ARTICLES OF ASSOCIATION
The Company seeks shareholder approval that the
Amended and Restated Memorandum and Articles of Association be amended and restated pursuant to Article 41.2 of the Amended and Restated
Memorandum and Articles of Association by the deletion in their entirety and the substitution in their place of the Amended and Restated
Memorandum and Articles of Association in the form presented at the AGM, such deletion, amendment and restatement to become effective
only upon the closing of the transaction contemplated by the share purchase agreement with respect to common shares of the Company dated
August 25, 2023 between Vinci Capital Partners II J Beta Fundo de Investimento em Participações Multiestratégia,
Agresti Investments LLC, Botticelli Investments LLC, Caravaggio Investments LLC, and Raffaello Investments LLC and Dboat I Fundo de Investimento
em Participações Multiestratégia. A copy of the Amended and Restated Memorandum and Articles of Association is available
on the Company’s website at https://investors.vitru.com.br/.
Pursuant to the Amended and Restated Memorandum
and Articles of Association, such approval requires a special resolution passed by a majority of at least two-thirds of the shareholders
voting in person or by proxy at the AGM. If proxies are properly submitted by signing, dating and returning a proxy card, Common Shares
represented thereby will be voted in the manner specified therein. If not otherwise specified, and the proxy card is signed, Common Shares
represented by the proxies will be voted in favor of this proposal.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL
OF THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION.
COMPANY INFORMATION
A copy of our 2022 annual report on
Form 20-F, a copy of our proposed Amended and Restated Memorandum and Articles of Association, along with a copy of this proxy statement,
can be accessed, free of charge, on the Investor Relations section of the Company's website at https://investors.vitru.com.br/.
OTHER MATTERS
We know of no other matters to be submitted to
the AGM. If any other matters properly come before the AGM, it is the intention of the persons named in the enclosed form of proxy to
vote the Common Shares they represent as the board of directors may recommend.
| |
By Order of the Board of Directors,
Dated: September 28, 2023 |
Exhibit 99.3
----------------- - 0 VITRU LIMITED Proxy for Annual General Meeting of Shareholders on October 23, 2023 Solicited on Behalf of the Board of Directors I/We______________________________________________________________________ Please Print Name(s) of ________________________________________________________________________ Please Print Address(es) being (a) shareholder(s) of the Company hereby appoint ___________________________________ of ____________________________________ or failing him/her ___________________________________ of ____________________________________ or failing him/her the duly appointed chairman of the Meeting (the “Chairman”), with full power of substitution and power to act alone, as proxies to vote all the Common Shares which the undersigned would be entitled to vote if personally present and acting at the Annual General Meeting of Shareholders of Vitru Limited (the “Company”), to be held on October 23 , 2023 at 11 : 00 am (São Paulo Time) at the offices of the Company located at Rodovia José Carlos Daux, 5500 , Torre Jurerê A, 2 nd floor, Saco Grande, Florianópolis, State of Santa Catarina, 88032 - 005 , Brazil, and virtually, and at any adjournments or post - ponements thereof, as follows : (Continued and to be signed on the reverse side) 1 . 1 14475
ANNUAL GENERAL MEETING OF SHAREHOLDERS OF VITRU LIMITED NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS : The Notice of Meeting, proxy statement, proxy card and our annual report on Form 20 - F are available at https://investors.vitru.com.br/ Please sign, date and mail your proxy card in the envelope provided as soon as possible. x Please detach along perforated line and mail in the envelope provided. 00030300003000000100 3 102323 THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS 1, 2 AND 3. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE October 23, 2023 GO GREEN e - Consent makes it easy to go paperless . With e - Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste . Enroll today via www . astfinancial . com to enjoy online access . 1 . Resolution : To resolve, as an ordinary resolution, that the Company's financial statements and the auditor's report for the fiscal year ended 31 December 2022 be approved and ratified . 2. Resolution : To resolve, as an ordinary resolution, to re - elect as members of the Board of Directors of the Company : (i) Ms . Aline San Lee Sun (as an independent member of the board of directors) ; (ii) Mr . Carlos Eduardo Martins e Silva ; (iii) Ms . Claudia Jordão Ribeiro Pagnano (as an independ - ent member of the board of directors) ; (iv) Mr . Daniel Arthur Borghi ; (v) Mr . Edson Gustavo Georgette Peli ; (vi) Mr . Felipe Samuel Argalji ; (vii) Mr . Fernando Cezar Dantas Porfírio Borges ; (viii) Mr . Lywal Salles Filho ; (ix) Mr . Rivadávia Correa Drummond de Alvarenga Neto (as an independent member of the board of directors) ; (x) Mr . Weslley Kendrick Silva ; and (xi) Mr . Wilson de Matos Silva . 3. Resolution : To resolve, as a special resolution, that the Amended and FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES . WHERE A CHOICE IS NOT SPECIFIED, THE PROXIES WILL VOTE YOUR SHARES IN ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS . If you do not complete this section, your proxy will vote or abstain at his/her discretion, as he/she will on any other business that may be raised at the AGM. Notice is hereby given that an Annual General Meeting of the Company (the "AGM") will be held at the offices of the Company located at Rodovia José Carlos Daux, 5500, Torre Jurerê A, 2nd floor, Saco Grande, Florianópolis, State of Santa Catarina on October 23, 2023 at 11:00 am (São Paulo time). Whether or not you plan to attend the AGM in person, please promptly complete, date, sign and return the enclosed personalised proxy card attached to this Notice in the enclosed, pre - addressed envelope provided for that purpose so that your vote is received before 11:59 PM (Eastern Time) on October 22, 2023. EMAIL - proxy@astfinancial.com FAX - 718 - 765 - 8730 FOR AGAINST ABSTAIN Restated Memorandum and Articles of Association of the Company cur - rently in effect (the “Articles”) be amended and restated pursuant to Article 41 . 2 of the Articles by the deletion in their entirety and the substitution in their place of the Amended and Restated Memorandum and Articles of Association in the form presented at the AGM, such deletion, amendment and restatement to become effective only upon the closing of the transac - tion contemplated by the share purchase agreement with respect to com - mon shares of the Company dated August 25 , 2023 between Vinci Capital Partners II J Beta Fundo de Investimento em Participações Multiestratégia, Agresti Investments LLC, Botticelli Investments LLC, Caravaggio Investments LLC, and Raffaello Investments LLC and Dboat I Fundo de Investimento em Participações Multiestratégia . To change the address on your account, please check the box at right and indicate your new address in the address space above . Please note that changes to the registered name(s) on the account may not be submitted via this method . MARK “X” HERE IF YOU PLAN TO ATTEND THE MEETING. Signature of Shareholder Date: Signature of Shareholder Date: Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.
PROXY VOTING INSTRUCTIONS x Please detach along perforated line and mail in the envelope provided IF you are not voting via telephone or the Internet. 00030300003000000100 3 102323 THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS 1, 2 AND 3. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE COMPANY NUMBER ACCOUNT NUMBER ANNUAL GENERAL MEETING OF SHAREHOLDERS OF VITRU LIMITED October 23, 2023 NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS : The Notice of Meeting, proxy statement, proxy card and our annual report on Form 20 - F are available at https://investors.vitru.com.br/ INTERNET - Access “ www . voteproxy . com ” and follow the on - screen instructions or scan the QR code with your smartphone . Have your proxy card available when you access the web page . TELEPHONE - Call toll - free 1 - 800 - PROXIES ( 1 - 800 - 776 - 9437 ) in the United States or 1 - 718 - 921 - 8500 from foreign countries and follow the instructions . Have your proxy card available when you call . Vote online/phone until 11 : 59 PM EST on October 22 , 2023 . MAIL - Sign, date and mail your proxy card in the envelope provided as soon as possible . VIRTUALLY AT THE MEETING - The meeting will be hosted live via the Internet this year . To attend the meeting via the Internet please visit https : //web . lumiagm . com/ 224321184 (password : vitru 2023 ) and be sure to have available the control number . IN PERSON - You may vote your shares in person by attending the Annual General Meeting . GO GREEN - e - Consent makes it easy to go paperless . With e - Consent, you can quickly access your proxy materials, statements and other eligible documents online, while reducing costs, clutter and paper waste . Enroll today via www . astfinancial . com to enjoy online access . 1 . Resolution : To resolve, as an ordinary resolution, that the Company's financial statements and the auditor's report for the fiscal year ended 31 December 2022 be approved and ratified . 2. Resolution : To resolve, as an ordinary resolution, to re - elect as members of the Board of Directors of the Company : (i) Ms . Aline San Lee Sun (as an independent member of the board of directors) ; (ii) Mr . Carlos Eduardo Martins e Silva ; (iii) Ms . Claudia Jordão Ribeiro Pagnano (as an independ - ent member of the board of directors) ; (iv) Mr . Daniel Arthur Borghi ; (v) Mr . Edson Gustavo Georgette Peli ; (vi) Mr . Felipe Samuel Argalji ; (vii) Mr . Fernando Cezar Dantas Porfírio Borges ; (viii) Mr . Lywal Salles Filho ; (ix) Mr . Rivadávia Correa Drummond de Alvarenga Neto (as an independent member of the board of directors) ; (x) Mr . Weslley Kendrick Silva ; and (xi) Mr . Wilson de Matos Silva . 3. Resolution : To resolve, as a special resolution, that the Amended and FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES . WHERE A CHOICE IS NOT SPECIFIED, THE PROXIES WILL VOTE YOUR SHARES IN ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS . If you do not complete this section, your proxy will vote or abstain at his/her discretion, as he/she will on any other business that may be raised at the AGM. Notice is hereby given that an Annual General Meeting of the Company (the "AGM") will be held at the offices of the Company located at Rodovia José Carlos Daux, 5500, Torre Jurerê A, 2nd floor, Saco Grande, Florianópolis, State of Santa Catarina on October 23, 2023 at 11:00 am (São Paulo time). Whether or not you plan to attend the AGM in person, please promptly complete, date, sign and return the enclosed personalised proxy card attached to this Notice in the enclosed, pre - addressed envelope provided for that purpose so that your vote is received before 11:59 PM (Eastern Time) on October 22, 2023. EMAIL - proxy@astfinancial.com FAX - 718 - 765 - 8730 FOR AGAINST ABSTAIN Restated Memorandum and Articles of Association of the Company cur - rently in effect (the “Articles”) be amended and restated pursuant to Article 41 . 2 of the Articles by the deletion in their entirety and the substitution in their place of the Amended and Restated Memorandum and Articles of Association in the form presented at the AGM, such deletion, amendment and restatement to become effective only upon the closing of the transac - tion contemplated by the share purchase agreement with respect to com - mon shares of the Company dated August 25 , 2023 between Vinci Capital Partners II J Beta Fundo de Investimento em Participações Multiestratégia, Agresti Investments LLC, Botticelli Investments LLC, Caravaggio Investments LLC, and Raffaello Investments LLC and Dboat I Fundo de Investimento em Participações Multiestratégia . To change the address on your account, please check the box at right and indicate your new address in the address space above . Please note that changes to the registered name(s) on the account may not be submitted via this method . MARK “X” HERE IF YOU PLAN TO ATTEND THE MEETING. Signature of Shareholder Date: Signature of Shareholder Date: Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.
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