Afya Ltd 6-K, filed Jun 28, 2021
Afya Ltd (AFYA)
About this 6-K
Afya Ltd filed this 6-K on June 28, 2021.
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 June 2021
Commission File Number: 001-38992
Afya Limited
(Exact name of registrant as specified in its charter)
Alameda Oscar Niemeyer, No. 119, Salas 502, 504, 1,501 and 1,503
Vila da Serra, Nova Lima, Minas Gerais
Brazil
+55 (31) 3515 7550
(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:
| Form 20-F |
X |
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):
| Yes | No |
X |
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):
| Yes | No |
X |
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, thereto duly authorized.
| Afya Limited | |||||
| By: | /s/ Virgilio Deloy Capobianco Gibbon | ||||
| Name: | Virgilio Deloy Capobianco Gibbon | ||||
| Title: | Chief Executive Officer | ||||
Date: June 28, 2021
EXHIBIT INDEX
| Exhibit No. | Description |
| 99.1 | Notice of 2021 Annual General Meeting of Shareholders |
| 99.2 | Form of Proxy Card for Registered Shareholders |
Exhibit 99.1
Afya 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 Afya Participações S.A. headquarters at Alameda Oscar Niemeyer, No. 119, Room 504, Vila da Serra, Nova Lima, Minas Gerais, Brazil, Zip Code: 34.006-056 on the 23rd day of July, 2021 at 11:00 am Brasilia time for the purpose of considering and, if thought fit, passing and approving the following resolutions:
| 1. | "As an ordinary resolution, that the Company's financial statements and the auditor's report for the fiscal year ended 31 December 2020 be approved and ratified." |
| 2. | "As a special resolution that the Memorandum and Articles of Association of the Company currently in effect be amended and restated by the deletion in their entirety and the substitution in their place of the Amended and Restated Memorandum and Articles of Association accessible at the Company’s website at https://ir.afya.com.br, subject to and with effect from Closing (as that term is defined in the share purchase agreement dated on or about 7 June 2021 between CRESCERA EDUCACIONAL II FUNDO DE INVESTIMENTO EM PARTICIPAÇÕES MULTIESTRATÉGIA and ERSTE WV GÜTERSLOH GMBH)." |
The AGM will also serve as an opportunity for shareholders to discuss Company affairs with management.
Shareholders may participate in the AGM virtually by accessing the link set out in the proxy card attached to this Notice. Participation by a shareholder in the AGM in this manner shall be treated as presence in person at the AGM and such shareholder shall be counted in a quorum and entitled to vote in accordance with Article 18.3 of the Articles of Association of the Company.
The Board of Directors of the Company (the "Board") has fixed the close of business on 24 June 2021 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 Class A common shares and the Class B 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 Company’s 2020 annual report for the fiscal year ended 31 December 2020 was filed with the U.S. Securities and Exchange Commission on April 30, 2021 (the “Form 20-F”). Shareholders may obtain a copy of the Form 20-F, free of charge, from the Company’s website at https://ir.afya.com.br or from the SEC’s website at www.sec.gov or by contacting the Company’s Investor Relations Department by email at ir@afya.com.br.
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 proxy card attached to this Notice.
By order of the Board
Chairman of the Board of Directors
/s/ Nicolau Carvalho Esteves
__________________________
Director
Dated: 24th day of June 2021
Registered Office:
c/o Maples Corporate Services Limited
PO Box 309, Ugland House
Grand Cayman
KY1-1104
Cayman Islands
*A form of proxy card is attached to this Notice.
2
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 or executes a specific proxy. |
| 3 | A form of proxy for use at the AGM is enclosed. Whether or not you propose to attend the AGM in person, you are strongly advised to complete and sign the enclosed form of proxy in accordance with the instructions printed on it and then deposit it (together with any power of attorney or other authority under which it is signed or a notarially certified copy of that power or authority) at the Afya Participações S.A. headquarters at Alameda Oscar Niemeyer, No. 119, Room 504, Vila da Serra, Nova Lima, Minas Gerais, Brazil, Zip Code: 34.006-056, or send copies of the foregoing by email to ir@afya.com.br, in each case marked for the attention of Renata Couto, Anibal Sousa and Rodrigo Proença not later than 11:59 pm Brasilia time on the business day prior to the date of the AGM or adjourned AGM in accordance with the Articles of Association of the Company. Returning the completed form of proxy will not preclude you from attending the AGM and voting in person if you so wish. |
| 4 | 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. |
| 5 | 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. |
| 6 | No business shall be transacted at the AGM unless a quorum is present. As set out in the articles of association of the Company, quorum for the AGM is one or more shareholders present in person or by proxy representing one or more Members holding not less than one-third in aggregate of the voting power of all Shares in issue and entitled to vote, present in person or by proxy or, if a corporation or other non-natural Person, by its duly authorised representative, shall represent a quorum provided, however, that such a quorum must also include (i) Crescera, for so long as it holds Class B Common Shares, and (ii) the Esteves Family, for so long as it holds Class B Common Shares. 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. |
3
Exhibit 99.2
0- AFYA LIMITED Proxy for Annual General Meeting of Shareholders on July 23, 2021 Solicited on Behalf of the Board of Directors The undersigned hereby appoints Anibal José Grifo de Sousa and Renata Costa Couto and each of them, or failing either of them, the duly appointed Chairman of the Meeting, with full power of substitution and power to act alone, as proxies to vote all the Class A common shares and the Class B common shares of the Company which the undersigned would be entitled to vote if personally present and acting at the Annual General Meeting of Shareholders of Afya Limited, to be held July 23 , 2021 at 11 : 00 am Brasilia time at the Afya Participações S . A . headquarters at Alameda Oscar Niemeyer, No . 119 , Room 504 , Vila da Serra, Nova Lima, Minas Gerais, Brazil, Zip Code : 34 . 006 - 056 (shareholders and their duly appointed proxies will also be able to participate in the AGM virtually by accessing the following link https : //afya . zoom . us/j/ 94650391368 ), and at any adjournments or postponements thereof, as follows : (Continued and to be signed on the reverse side) 1.1 14475
ANNUAL GENERAL MEETING OF SHAREHOLDERS OF AFYA LIMITED NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS : The proxy statement and our annual report on Form 20 - F are available on the Investor Relations section of the Company’s website at https://ir.afya.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. 00030300000000001000 7 072321 THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSALS 1 AND 2. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE July 23, 2021 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 . As an ordinary resolution, that the Company's financial statements and the auditor's director’s report for the fiscal year ended 31 December 2020 be approved and ratified . 2 . As a special resolution that the Memorandum and Articles of Association of the Company currently in effect be amended and restated by the deletion in their entirety and the substitution in their place of the Amended and Restated Memorandum and Articles of Association accessible at the Company’s website at https : //ir . afya . com . br, subject to and with effect from Closing (as that term is defined in the share purchase agreement dated on or about 7 June 2021 between CRESCERA EDUCACIONAL II FUNDO DE INVESTIMENTO EM PARTICIPAÇÕES MULTIESTRATÉGIA and ERSTE WV GÜTERSLOH GMBH) . In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Annual and Extraordinary Meeting . This proxy when properly executed will be voted as directed herein by the undersigned shareholder . FOR AGAINST ABSTAIN Click on the link below to participate in the Annual General Meeting: https://afya.zoom.us/j/94650391368 Or mobile device: United States: +1 253 215 8782, .94650391368# or +1 301 715 8592, .94650391368# Or phone: Dial - in: United States: +1 253 215 8782 or +1 301 715 8592 or +1 312 626 6799 or +1 346 248 7799 or +1 669 900 6833 or +1 929 205 6099 Brazil: +55 11 4680 6788 or +55 11 4700 9668 or +55 21 3958 7888 or +55 11 4632 2236 or +55 11 4632 2237 webinar ID: 946 5039 1368 Available international numbers: https://afya.zoom.us/u/acsPBTosKy MARK “X” HERE IF YOU PLAN TO ATTEND THE MEETING. 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 . 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 the Internet. 00030300000000001000 7 072321 THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSALS 1 AND 2. 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 AFYA LIMITED July 23, 2021 NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS : The proxy statement and our annual report on Form 20 - F are available on the Investor Relations section of the Company’s website at https://ir.afya.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 . Vote online until 11 : 59 PM Brasilia time the business day prior to the meeting . MAIL - Sign, date and mail your proxy card in the envelope provided as soon as possible . VIRTUALLY AT THE MEETING - The company will be hosting the meeting live via the Internet . To attend the meeting via the Internet, please visit https : //afya . zoom . us/j/ 94650391368 . 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 . As an ordinary resolution, that the Company's financial statements and the auditor's director’s report for the fiscal year ended 31 December 2020 be approved and ratified . 2 . As a special resolution that the Memorandum and Articles of Association of the Company currently in effect be amended and restated by the deletion in their entirety and the substitution in their place of the Amended and Restated Memorandum and Articles of Association accessible at the Company’s website at https : //ir . afya . com . br, subject to and with effect from Closing (as that term is defined in the share purchase agreement dated on or about 7 June 2021 between CRESCERA EDUCACIONAL II FUNDO DE INVESTIMENTO EM PARTICIPAÇÕES MULTIESTRATÉGIA and ERSTE WV GÜTERSLOH GMBH) . In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Annual and Extraordinary Meeting . This proxy when properly executed will be voted as directed herein by the undersigned shareholder . FOR AGAINST ABSTAIN Click on the link below to participate in the Annual General Meeting: https://afya.zoom.us/j/94650391368 Or mobile device: United States: +1 253 215 8782, .94650391368# or +1 301 715 8592, .94650391368# Or phone: Dial - in: United States: +1 253 215 8782 or +1 301 715 8592 or +1 312 626 6799 or +1 346 248 7799 or +1 669 900 6833 or +1 929 205 6099 Brazil: +55 11 4680 6788 or +55 11 4700 9668 or +55 21 3958 7888 or +55 11 4632 2236 or +55 11 4632 2237 webinar ID: 946 5039 1368 Available international numbers: https://afya.zoom.us/u/acsPBTosKy MARK “X” HERE IF YOU PLAN TO ATTEND THE MEETING. 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 . 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.