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 May 2024
Commission File
Number: 001-38992
Afya Limited
(Exact name of registrant as specified in its
charter)
Alameda Oscar Niemeyer, No. 119, 15th
Floor
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:
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, thereto duly authorized.
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Afya Limited |
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By: |
/s/ Virgilio Deloy Capobianco Gibbon |
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Name: |
Virgilio Deloy Capobianco Gibbon |
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Title: |
Chief Executive Officer |
Date: May 17, 2024
EXHIBIT INDEX
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 offices of Afya Participações S.A., Alameda Oscar Niemeyer,
No. 119, 15th Floor, Vila da Serra, Nova Lima, Minas Gerais, Brazil, Zip Code: 34.006-056, and virtually by accessing the following link
https://web.lumiconnect.com/283874046 (password: afya2024), on the 5th day of June 2024 at 10:00 a.m. BRT, for the purpose
of considering and, if thought fit, passing and approving the following resolution:
| 1. | "As an ordinary resolution, that the Company's financial statements and the auditor's report for
the fiscal year ended December 31, 2023 be approved and ratified." |
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 following link https://web.lumiconnect.com/283874046 (password: afya2024). 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, BRT, on May 10, 2024, BRT, 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, BRT, on the Record Date are entitled to receive
notice of and attend the AGM and any adjournment thereof.
The Company’s 2023 Financial Statements for
the fiscal year ended December 31, 2023 was filed with the U.S. Securities and Exchange Commission on March 14, 2024 (the “Financial
Statements”). Shareholders may obtain a copy of the Financial Statements, free of charge, from the Company’s website at
https://ir.afya.com.br 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
| /s/ Kay Kraft |
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| Kay Kraft |
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| Director |
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May 17, 2024
Registered Office:
c/o Maples Corporate Services Limited
PO Box 309, Ugland House
Grand Cayman
KY1-1104
Cayman Islands
*A form of proxy has been included with this Notice.
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 offices of Afya Participações S.A., Alameda Oscar Niemeyer, No. 119, 15th Floor, 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 p.m. BRT on the business day prior to the date of the AGM
or adjourned AGM in accordance with the Amended and Restated 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 at the time when the meeting proceeds
to business. 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. |
0 ----------------- - AFYA LIMITED Proxy for Annual General Meeting of Shareholders on June 5, 2024 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 June 5 , 2024 at 10 : 00 a . m . BRT at the Afya Participações S . A . headquarters at Alameda Oscar Niemeyer, No . 119 , 15 th floor, 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 : //web . lumiconnect . com/ 283874046 (password : afya 2024 ), 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 2023 financial statements 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. OMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN B THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL 1. PLEASE SIGN, DATE AND RETURN PR LUE OR BLACK INK AS SHOWN HERE x Please detach along perforated line and mail in the envelope provided. 00030000000000001000 3 060524 June 5, 2024 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 https : //equiniti . com/us/ast - access to enjoy online access . FOR AGAINST ABSTAIN 1 . As an ordinary resolution, that the Company's financial statements and the auditor's report for the fiscal year ended December 31 , 2023 be approved and ratified . In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Annual General Meeting . This proxy when properly executed will be voted as directed herein by the undersigned shareholder . 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 OMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN B THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL 1. PLEASE SIGN, DATE AND RETURN PR LUE OR BLACK INK AS SHOWN HERE x Please detach along perforated line and mail in the envelope provided IF you are not voting via the Internet. 00030000000000001000 3 060524 COMPANY NUMBER ACCOUNT NUMBER ANNUAL GENERAL MEETING OF SHAREHOLDERS OF AFYA LIMITED June 5, 2024 NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS : The proxy statement and our 2023 financial statements 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 : //web . lumiconnect . com/ 283874046 (password : afya 2024 ) . 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 https : //equiniti . com/us/ast - access to enjoy online access . FOR AGAINST ABSTAIN 1 . As an ordinary resolution, that the Company's financial statements and the auditor's report for the fiscal year ended December 31 , 2023 be approved and ratified . In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Annual General Meeting . This proxy when properly executed will be voted as directed herein by the undersigned shareholder . 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.
Exhibit 99.2
Afya Limited
P.O. Box 309
Ugland House
Grand Cayman
KY1-1104
Cayman Islands
PROXY STATEMENT
General
The board of directors
of Afya Limited (the “Company” or “we”) is soliciting proxies for the annual general meeting of
shareholders (the “AGM”) of the Company to be held at the offices of Afya Participações S.A., Alameda
Oscar Niemeyer, No. 119, 15th Floor, Vila da Serra,
Nova Lima, Minas Gerais, Brazil, Zip Code: 34.006-056, and virtually by accessing the following link https://web.lumiconnect.com/283874046
(password: afya2024), on the 5th day of June, 2024 at 10:00 a.m. BRT.
This proxy statement and our annual report on Form
20-F for the fiscal year ended December 31, 2023 can be accessed, free of charge, on the Investor Relations section of the Company’s
website ir@afya.com.br com and on the SEC’s website at 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.
On or about May 17, 2024, 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 ir@afya.com.br and on the SEC’s website at www.sec.gov.
Record Date, Share Ownership and Quorum
Only the holders of record of Class A common shares
(the “Class A Common Shares”) and Class B common shares (the “Class B Common Shares” and together
with the Class A Common Shares, the “Common Shares”) of the Company as at the close of business on May 10, 2024, BRT
(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,
88,056,785 Common Shares were issued and outstanding, including 44,254,022 Class A Common Shares and 43,802,763 Class B Common Shares.
One or more shareholders holding not less than one-third in aggregate of the voting power of all shares in issue and entitled to vote,
present in person or by proxy or, if a corporation or other non-natural person, by its duly authorized representative, constitutes a quorum
of the shareholders.
Voting and Solicitation
Each Class A Common Share issued and outstanding
as of the close of business on the Record Date is entitled to one vote at the AGM. Each Class B Common Share issued and outstanding as
of the close of business on the Record Date is entitled to ten votes at the AGM. The resolution to be put to the vote at the AGM 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).
Internet Availability of Proxy Materials
We are furnishing proxy materials to our shareholders
primarily via the Internet, instead of mailing printed copies of those materials to each shareholder.
On or about May 17, 2024, we first mailed to our
shareholders a Notice of Internet Availability containing instructions on how to access our proxy materials. The Notice of Internet Availability
of Proxy Materials directs shareholders to a website where they can access our proxy materials, including our proxy statement and our
annual report, and view instructions on how to vote via the Internet, mobile device or by proxy card. This process is designed to expedite
shareholders’ receipt of proxy materials, lower the cost of the AGM, and help conserve natural resources. If you received a Notice
of Internet Availability of Proxy Materials and would prefer to receive a paper copy of our proxy materials, please follow the instructions
included in the Notice of Internet Availability of Proxy Materials.
Voting by Holders of Common Shares
Common Shares that are properly voted via the Internet,
mobile device or 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. 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).
Voting via the Internet or by mobile device helps
save money by reducing postage and proxy tabulation costs. Each of these voting methods is available 24 hours per day, seven days per
week. To vote by any of these methods, read this Proxy Statement, have your Notice of Internet Availability of Proxy Materials or proxy
card in hand, and follow the instructions set forth in the Notice of Internet Availability of Proxy Materials or proxy card, as the case
may be.
Proxies submitted by registered shareholders
and street shareholders (whether by internet or by returning the proxy card) must be received by us no later than 11:59 p.m., BRT, on
June 4, 2024 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 shareholder register of the Company maintained by Equiniti Trust Company, LLC (“Equiniti”)
(i.e., you are a registered shareholder), our stock transfer agent, this proxy statement, the notice of AGM and the proxy card will be
available to you at www.voteproxy.com by inserting the control number on the Notice of Internet Availability of Proxy Materials or proxy
card to be provided to you by Equiniti. You may provide voting instructions by Internet, mobile device or (if you have received paper
copies of our proxy materials) by returning a proxy card. You also may attend the AGM and vote in person. If you own Common Shares of
record and you do not vote by Internet, mobile device, proxy or in person at the Annual Meeting, 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 available to you at www.proxyvote.com by inserting the control number on the instructions to be provided to you by your bank,
brokerage firm, or other nominee holding the shares. You may provide voting instructions by the Internet, mobile device or (if you have
received paper copies of proxy materials through your bank, brokerage firm, or other nominee) 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@afya.com.br, or a duly executed proxy (via the Internet, mobile device or by returning a proxy card) 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, any changes to the voting instructions of proxies previously submitted
by registered shareholders and street shareholders (whether by internet or by mailing a proxy card) must be received by us no later than
11:59 p.m., BRT, on June 4, 2024.
PROPOSAL 1:
RATIFICATION AND APPROVAL OF FINANCIAL STATEMENTS
AND THE AUDITOR’S REPORT FOR THE FISCAL YEAR ENDED DECEMBER 31, 2023
The Company seeks shareholder approval and ratification
of the Company’s 2023 financial statements which have been prepared in accordance with International Financial Reporting Standards,
in respect of the fiscal year ended December 31, 2023. A copy of the Company’s 2023 financial statements is available on the on
the Investor Relations section of the Company’s website at https://ir.afya.com.br.
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.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”
THE RATIFICATION AND APPROVAL OF FINANCIAL STATEMENTS AND THE AUDITOR’S REPORT FOR THE FISCAL YEAR ENDED DECEMBER 31, 2023.
ANNUAL REPORT AND COMPANY INFORMATION
A copy of our 2023 annual report to shareholders
on Form 20-F, 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://ir.afya.com.br and on the SEC’s website at www.sec.gov.
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.
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By Order of the Board of Directors
Kay Krafft
May 17, 2024 |
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