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Vinci Partners Investimentos Ltda.

PRI reporting framework 2020

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(Proxy) voting and shareholder resolutions

LEA 12. Typical approach to (proxy) voting decisions

12.1. Indicate how you typically make your (proxy) voting decisions.

Approach

Based on

          Our investment criteria and objectives
        

12.2. Provide an overview of how you ensure that your agreed-upon voting policy is adhered to, giving details of your approach when exceptions to the policy are made.

In line with the recommendations of the Principles for Responsible Investment, we are committed to being active and diligent in voting at meetings. For this reason, we exercise this right in order to improve environmental, social and governance performance in invested assets. We understand that this approach helps to generate value from a greater alignment of companies with the interests of shareholders. This role is put into practice by the managers of our funds.

The vote to be taken at meetings counts on the participation of analysts and managers, and will take place in accordance with our Voting Rights Policy. For ESG topics, we seek to speak out whenever the company represents a significant percentage of our funds and the content of the vote may affect the value of the assets held

12.3. Additional information.[Optional]

Due to the quarentine imposed by the covid-19 pandemia we were not able to get new examples


LEA 13. Percentage of voting recommendations reviewed (Not Applicable)


LEA 14. Securities lending programme

14.1. Does your organisation have a securities lending programme?

14.2. Describe why your organisation does not lend securities.

It is not part of our investment strategy

14.4. Additional information. [Optional]

N/A


LEA 15. Informing companies of the rationale of abstaining/voting against management

15.1. Indicate the proportion of votes participated in within the reporting year in which where you or the service providers acting on your behalf raised concerns with companies ahead of voting.

15.3. Additional information. [Optional]

Due to the quarentine imposed by the covid-19 pandemia we were not able to get new information from third party service providers


LEA 16. Informing companies of the rationale of abstaining/voting against management

16.1. Indicate the proportion of votes where you, and/or the service provider(s) acting on your behalf, communicated the rationale to companies for abstaining or voting against management recommendations. Indicate this as a percentage out of all eligible votes.

16.4. Additional information. [Optional]

Due to the quarentine imposed by the covid-19 pandemia we were not able to get new information from third party service providers


LEA 17. Percentage of (proxy) votes cast

17.1. For listed equities in which you or your service provider have the mandate to issue (proxy) voting instructions, indicate the percentage of votes cast during the reporting year.

17.2. Explain your reason(s) for not voting on certain holdings

17.3. Additional information. [Optional]

Due to the quarentine imposed by the covid-19 pandemia we were not able to get new information from third party service providers


LEA 18. Proportion of ballot items that were for/against/abstentions

18.1. Indicate whether you track the voting instructions that you or your service provider on your behalf have issued.

18.2. Of the voting instructions that you and/or third parties on your behalf have issued, indicate the proportion of ballot items that were:

Voting instructions
Breakdown as percentage of votes cast
For (supporting) management recommendations
70 %
Against (opposing) management recommendations
0 %
Abstentions
30 %
100%

18.4. Additional information. [Optional]

Due to the quarentine imposed by the covid-19 pandemia we were not able to get new updated information from third party service providers


LEA 19. Proportion of ballot items that were for/against/abstentions

19.1. Indicate whether your organisation has a formal escalation strategy following unsuccessful voting.

19.3. Additional information. [Optional]


LEA 20. Shareholder resolutions

20.1. Indicate whether your organisation, directly or through a service provider, filed or co-filed any ESG shareholder resolutions during the reporting year.

20.2. Indicate the number of ESG shareholder resolutions you filed or co-filed.

24 Total number

20.3. Indicate what percentage of these ESG shareholder resolutions resulted in the following:

Went to vote
100 %
Were withdrawn due to changes at the company and/or negotiations with the company
0 %
Were withdrawn for other reasons
0 %
Were rejected/not acknowledged by the company
0 %
Total 100%

20.4. Of the ESG shareholder resolutions that you filed or co-filed and that were put to a vote (i.e., not withdrawn), indicate the percentage that received approval:

>50%
50-20%
<20%

20.5. Describe the ESG shareholder resolutions that you filed or co-filed, and the outcomes achieved.

- Election of members of Fiscal Committee

- Approval of audit report

- Approval of management report

- Approval of financial statements

- Approval of chapter 11 plan ("recuperação judicial")

- Approval of executives cmpensation

20.6. Describe whether your organisation reviews ESG shareholder resolutions filed by other investors.

No - we do not review ESG resolutions from other investors

20.7. Additional information. [Optional]

We have hired a law firm (Mesquita Pereira) specialized in shareholders themes to represent Vinci Partners in shareholders meetings when we cannot be present because of agenda conflicts

Due to the quarentine imposed by the covid-19 pandemia we were not able to get new updated information from third party service providers


LEA 21. Examples of (proxy) voting activities

21.1. Provide examples of the (proxy) voting activities that your organisation and/or service provider carried out during the reporting year.

ESG Topic
Shareholder rights|Other governance
Conducted by
Objectives

SMILES SHAREHOLDER RESOLUTIONS 

SMILES’ shareholders resolution proposed to create (i) an Independent and Special Committee to analyze the conditions of a potential corporate reorganization involving SMILES,Gol Linhas Aéreas Inteligentes S.A. ("GOL") and Gol Linhas Aéreas SA ("GLA"), and (i) a Fiscal Council.

Scope and Process

As an investment manager and in the best interests of its clients, Vinci monitors the companies which the funds invest in and where there is a  potential conflict of interests or any other matter that may impact the funds or its shareholders, Vinci engages in the shareholder resolutions process.

 

 

Outcomes

21.2. Additional information. [Optional]

Both resolutions were approved. SMILES’s bylaws was adjusted to reflect the creation of the Committee. SMILE’s board of directors recommended the Company to adhere to the Brazilian the Takeover Panel (Comitê de Aquisições e Fusões - CAF) which is a self-regulatory model on tender offers of any type as well as mergers, share for share mergers, consolidations or spin offs followed by merger involving Brazilian public companies. Once listed, the company is subject to the Panel and its Self-Regulatory Code. The Board of directors also recommended Gol Linhas Aéreas Inteligentes S.A to create an Independent and Special Committee

 

Note: Due to the quarentine imposed by the covid-19 pandemia we were not able to get new updated information from third party service providers


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