F-1/A

As filed with the Securities and Exchange Commission on January 19, 2021.

Registration No. 333-251871

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1

to

FORM F-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Vinci Partners Investments Ltd.

(Exact Name of Registrant as Specified in its Charter)

The Cayman Islands	6282	N/A
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

Av. Bartolomeu Mitre, 336

Leblon – Rio de Janeiro

Brazil 22431-002

+55 (21) 2159-6240

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Vinci Partners USA, LLC

780 Third Avenue, 25^th Floor

New York, NY 10017

(646) 559-8000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Manuel Garciadiaz
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017 (212) 450-4000 J. Mathias von Bernuth
Skadden, Arps, Slate, Meagher & Flom LLP Av. Brigadeiro Faria Lima, 3311, 7^th Floor
São Paulo, SP 04538-133 +55 (11) 3708-1820

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐            

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐            

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐            

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company  ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered(1)	Proposed Maximum Aggregate Offering Price per Class A common share	Proposed Maximum Aggregate Offering Price (2)	Amount of Registration Fee(3)
Class A common shares, par value US$0.00005 per share (3)	15,954,495	US$18.00	US$287,180,910	US$31,331.44

(1) Include Class A common shares to be sold upon the exercise of the underwriters’ option to purchase additional shares. See “Underwriting.”

(2) Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(a) under the Securities Act of 1933, as amended.

(3) Calculated pursuant to Rule 457(a) under the Securities Act of 1933, as amended, based on an estimate of the proposed maximum aggregate offering price. Includes the amount of US$10,910.00 that was previously paid in connection with the Registration Statement.

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Commission, acting pursuant to such Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JANUARY 19, 2021

PRELIMINARY PROSPECTUS

13,873,474 Class A Common Shares

Vinci Partners Investments Ltd.

(incorporated in the Cayman Islands)

This is an initial public offering of the Class A common shares, US$0.00005 par value per share of Vinci Partners Investments Ltd., or Vinci Partners. Vinci Partners is offering 13,873,474 Class A common shares to be sold in this offering.

Prior to this offering, there has been no public market for our Class A common shares. It is currently estimated that the initial public offering price per Class A common share will be between US$16.00 and US$18.00. We have applied to list our Class A common shares on the Nasdaq Global Select Market, or Nasdaq, under the symbol “VINP.”

Following this offering, our existing shareholders, Gilberto Sayão da Silva, Alessandro Monteiro M. Horta, Paulo Fernando Carvalho de Oliveira, together with the other partners of Vinci Partners, will beneficially own approximately 92.5% of the voting power, and 75.0% of our outstanding share capital, assuming no exercise of the underwriters’ option to purchase additional shares referred to below. The shares to be held by Mr. Sayão da Silva are Class B common shares, which carry rights that are identical to the Class A common shares being sold in this offering, except that (1) holders of Class B common shares are entitled to 10 votes per share, whereas holders of our Class A common shares are entitled to one vote per share; (2) holders of Class B common shares have certain conversion rights; (3) holders of Class B common shares are entitled to preemptive rights in the event that additional Class A common shares are issued in order to maintain their proportional ownership interest; and (4) Class B common shares shall not be listed on any stock exchange and will not be publicly traded. For further information, see “Description of Share Capital.” As a result, Mr. Sayão da Silva will beneficially own approximately 77.9% of the voting power, and 26.1% of our outstanding share capital following this offering, assuming no exercise of the underwriters’ option to purchase additional shares. All other partners of Vinci Partners will hold Class A common shares and will beneficially own approximately 14.6% of the voting power, and 49.0% of our outstanding share capital following this offering, assuming no exercise of the underwriters’ option to purchase additional shares.

We are an “emerging growth company” under the U.S. federal securities laws as that term is used in the Jumpstart Our Business Startups Act of 2012 and will be subject to reduced public company reporting requirements. In addition, following the offering, we will be a “controlled company” within the meaning of the Nasdaq corporate governance standards and as such plan to rely on available exemptions from certain Nasdaq corporate governance requirements. Investing in our Class A common shares involves risks. See “Risk Factors” beginning on page 32 of this prospectus.

	Per Class A common share	Total
Initial public offering price	US$	US$
Underwriting discounts and commissions	US$	US$
Proceeds, before expenses, to us (1)	US$	US$
(1)   See “Underwriting” for a description of all compensation payable to the underwriters.

We have granted the underwriters an option for a period of 30 days from the date of this prospectus to purchase up to 2,081,021 additional Class A common shares at the initial public offering price, less underwriting discounts and commissions.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the Class A common shares against payment in New York, New York, on or about                 , 2021.

Global Coordinators

J.P. Morgan Goldman Sachs & Co. LLC BTG Pactual

Joint Bookrunners

Itaú BBA BofA Securities Credit Suisse UBS Investment Bank

The date of this prospectus is                 , 2021.

TABLE OF CONTENTS

	Page
Glossary of Terms		iii
Summary		1
The Offering		23
Summary Financial Information		27
Risk Factors		32
Presentation of Financial and Other Information		84
Cautionary Statement Regarding Forward-Looking Statements		89
Use of Proceeds		90
Dividends and Dividend Policy		91
Capitalization		92
Dilution		93
Exchange Rates		94
Market Information		96
Selected Financial Information		97
Management’s Discussion and Analysis of Financial Condition and Results of Operations		103
Regulatory Overview		138
Industry Overview		145
Business		165
Management		201
Principal Shareholders		207
Related Party Transactions		210
Description of Share Capital		211
Class A Common Shares Eligible for Future Sale		230
Taxation		232
Underwriting		236
Expenses of The Offering		247
Legal Matters		248
Experts		248
Enforceability of Civil Liabilities		249
Where You Can Find More Information		252
Explanatory Note To The Financial Statements		253
Index to Financial Statements		F-1

We have not authorized anyone to provide any information other than that contained in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we may have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We and the underwriters have not authorized any other person to provide you with different or additional information. Neither we nor the underwriters are making an offer to sell the Class A common shares in any jurisdiction where the offer or sale is not permitted. This offering is being made in the United States and elsewhere solely on the basis of the information contained in this prospectus. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus, regardless of the time of delivery of this prospectus or any sale of the Class A common shares. Our business, financial condition, results of operations and prospects may have changed since the date on the front cover of this prospectus.

For investors outside the United States: Neither we nor any of the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction, other than the

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United States, where action for that purpose is required. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of our Class A common shares and the distribution of this prospectus outside the United States.

We own or have rights to trademarks, service marks and trade names that we use in connection with the operation of our business, including our corporate name, logos and website names. Other trademarks, service marks and trade names appearing in this prospectus are the property of their respective owners. Solely for convenience, some of the trademarks, service marks and trade names referred to in this prospectus are listed without the ^® and ^™ symbols, but we will assert, to the fullest extent under applicable law, our rights to our trademarks, service marks and trade names.

Unless otherwise indicated or the context otherwise requires, all references in this prospectus to “Vinci Partners,” the “Company,” the “Issuer,” “we,” “our,” “ours,” “us” or similar terms refer to Vinci Partners Investments Ltd., together with its subsidiaries, following the contribution of all of the quotas of Vinci Partners Brazil (as defined below) to us.

All references to “Vinci Partners Brazil” refer to Vinci Partners Investimentos Ltda., our Brazilian principal holding company whose consolidated financial statements are included elsewhere in this prospectus.

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GLOSSARY OF TERMS

The following is a glossary of certain industry and other defined terms used in this prospectus:

“alpha” is a ratio that is intended to represent the performance of a portfolio relative to a benchmark, and is used to describe the value that a portfolio manager adds to or subtracts from a fund’s return.

“ANBIMA” means the Brazilian Association of Financial and Capital Markets Entities (Associação Brasileira das Entidades dos Mercados Financeiro e de Capitais).

“ABVCAP” means the Brazilian Private Equity and Venture Capital Association (Associação Brasileira de Private Equity e Venture Capital).

“AML/CFT” means anti-money laundering and combating the financing of terrorism.

“AUC” means the value of assets under custody held by banks, brokers, digital platforms, independent advisors, pension funds, among others. AUC is a broader metric than AUM (as defined below) and is used in this prospectus to represent the total market opportunity of potential AUM for Vinci Partners.

“AUM” refers to assets under management. Our assets under management equal the sum of: (1) the fair market value of the investments held by funds plus the capital that we are entitled to call from investors in those funds pursuant to the terms of their capital commitments to those funds (plus the fair market value of co-investments arranged by us that were made or could be made by limited partners of our corporate private equity funds and portfolio companies of such funds); (2) the net asset value of our public equity funds, hedge funds and closed-end mutual funds; and (3) the amount of capital raised for our credit funds.

“Brazil” means the Federative Republic of Brazil.

“Brazilian government” means the federal government of Brazil.

“B3” means B3 S.A. – Brasil, Bolsa, Balcão, the São Paulo Stock Exchange.

“CDI Rate” means the Brazilian interbank deposit (certificado de deposito interbancário) rate, which is an average of interbank overnight rates in Brazil.

“Central Bank” or “BCB” means the Brazilian Central Bank (Banco Central do Brasil).

“CMN” means the Brazilian National Monetary Council (Conselho Monetário Nacional).

“COPOM” means the Brazilian Monetary Policy Committee (Comitê de Política Monetária do Banco Central).

“CVM” means the Securities and Exchange Commission of Brazil (Comissão de Valores Mobiliários).

“HNWI” means high-net-worth individuals.

“IASB” means the International Accounting Standards Board.

“IFRS” means International Financial Reporting Standards, as issued by the IASB.

“IRR” means the internal rate of return, which is a discount rate that makes the net present value of all cash flows equal to zero in a discounted cash flow analysis.

“MFO” means multi-family office.

“MOIC” means multiple on invested capital, a ratio intended to represent how much value an investment has returned, and is calculated as realized value plus unrealized value, divided by the total amount invested, gross of expenses and fees.

“real,” “reais” or “R$” means the Brazilian real, the official currency of Brazil.

“SELIC rate” means the Brazilian base interest rate (Sistema Especial de Liquidação e Custódia).

“U.S.” or “United States” means the United States of America.

“U.S. dollar,” “U.S. dollars” or “US$” means U.S. dollars, the official currency of the United States.

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SUMMARY

This summary highlights information contained elsewhere in this prospectus. This summary may not contain all the information that may be important to you, and we urge you to read this entire prospectus carefully, including the “Risk Factors,” “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections and our consolidated financial statements and notes to those statements, included elsewhere in this prospectus, before deciding to invest in our Class A common shares.

Our vision is to be the preeminent alternative investment platform in Brazil. We approach capital management based on ethics and experience, targeting superior long-term financial results where our partners are clients and our clients are partners.

Introduction to Vinci Partners

Vinci Partners is a leading alternative investment platform in Brazil, established in 2009. Our 205 full time employees as of September 30, 2020 draw from a wide-ranging network of personal and professional relationships with industry-leading executives, business owners, corporate managers, financial and operational advisors, consultants and attorneys to source, fund, and manage investments. Vinci Partners’ business segments (which we also refer to alternatively as our strategies) include private equity, public equities, real estate, credit, infrastructure, hedge funds, and investment products and solutions, each managed by dedicated investment teams with an independent investment committee and decision-making process. We also have a financial advisory business, focusing mostly on pre-initial public offering, or pre-IPO, and merger and acquisition, or M&A, advisory services for Brazilian middle-market companies (those with annual gross revenue between R$100 million and R$600 million).

We have established a premier independent investment franchise with market leadership across each of our high value-added strategies that we believe provide us with strong competitive advantages. We believe that our business model, focused on high-performance and executed by talented multi-disciplinary teams with a focus on value creation, has enabled us to build one of the most complete portfolios of alternative investment strategies and solutions, which combined with adoption of innovative technologies and increasing integration across our business segments, strongly positions us to capitalize on the future expansion and shifts in asset allocation in the Brazilian investments market. Based on all these factors, we believe:

• We are a leading alternative investment platform in Brazil—With over R$46.1 billion in AUM as of September 30, 2020, Vinci Partners is a leading independent asset manager in Brazil, with a strong growth track record and leading franchises in private equity, real estate, infrastructure and public equities, according to data published by ANBIMA. Since inception, our AUM has grown twenty-three-fold, from R$1.9 billion in 2009 to R$46.1 billion as of September 30, 2020, reflecting a compound annual growth rate, or CAGR, of 34.5%, while increasing 47.4% from 2018 to September 30, 2020 on a last twelve month basis.

• We have a sizable and expanding addressable market—Key market trends and the favorable macroeconomic environment in Brazil, together with our leadership, scale, brand, and competitive advantages, have positioned us to continue to penetrate, grow and expand our large addressable market opportunity in the country, which is expected to reach nearly R$13.8 trillion in assets under custody, or AUC, (including deposits, pension funds and assets under management) by the end of 2024, according to a report by Oliver Wyman titled ‘The Brazilian Investment Landscape—A new era for Brazilian investors’, published in 2019 , which we refer to as Oliver Wyman’s 2019 Report. We believe that AUC as reported by Oliver Wyman’s 2019 Report is a useful indicator of the total market opportunity of potential AUM for Vinci Partners.

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• We will benefit from shifts in trends in the industry—Our strong AUM growth has been driven by consistent, strong performance, prudent launches of new investment vehicles, and selective strategic transactions, such as our association with Gas Investimentos in 2010 and with Mosaico Capital in 2017. From December 2018 to September 30, 2020, our AUM increased by approximately R$22.5 billion or 95.1%. The significant decline in the SELIC rate, which is the Brazilian reference interest rate, has initiated what we believe is a structural migration of capital flows to alternative asset classes, and we expect our AUM growth trends to remain strong, due to a combination of the expected persistently low SELIC rate, our enhanced product offering across strategies, the strong historical returns from our funds and the consolidation of our relationships with current and new clients.

• We have an established and recognized track record of returns—Our funds, from both liquid and illiquid strategies (we consider illiquid funds to be those with lock-up and/or capital subscription policies), have been outperforming their corresponding benchmarks either since inception or, in the case of listed funds, since their initial public offering, or IPO. Accordingly, we expect to continue to obtain returns aiming to position Vinci Partners in the top quartile across all products within both liquid and illiquid strategies.

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• We have one of the most comprehensive investment platforms in Brazil—We have a large and diversified exposure to attractive asset classes. We have solidified leadership in strategies like private equity, infrastructure, public equities and investment solutions, while simultaneously we have introduced new asset classes such as real estate and hedge funds. These new strategies are growing at accelerated rates, increasing AUM by 152.8% and 84.8%, respectively, from December 31, 2018 to September 30, 2020.

• We are resilient to economic cycles—47.9% of our total AUM as of September 30, 2020 has lock-ups for over five years and 83.0% of our net revenue for the nine months ended September 30, 2020 was driven by fund management. We believe this provides greater visibility to our revenue growth and increased resilience to economic downturns. For instance, we were able to grow our AUM at an annualized rate of 5.3% from 2014 through 2017, during one of the worst economic recessions in Brazil’s history. In addition, we have remained resilient to fluctuations in economic conditions throughout the course of the COVID-19 pandemic, with total AUM of R$46.1 billion as of September 30, 2020, a 32.9% increase compared to total AUM of R$34.7 billion as of December 31, 2019, and total net revenue from services rendered of R$235.3 million in the nine months ended September 30, 2020, a 22.1% increase from total net revenue from services rendered of R$192.6 million in the nine months ended September 30, 2019.

• We have a highly profitable business model—We have a technologically advanced operational platform across our value chain, enabling steady increases in efficiency, productivity, and profitability. Our net profit margin for the nine months ended September 30, 2020 was 49.6% representing a 0.1 percentage point decrease compared to the same period in 2019, and our Adjusted Profit Margin for the nine months ended September 30, 2020 was 38.8%, representing a 3.0 percentage point increase compared to the same period in 2019. Our net profit margin for the year in 2019 was 52.5% representing a 19.6 percentage point increase compared to 2018, and our Adjusted Profit Margin for the year in 2019 was 38.3%, representing an 18.6 percentage point increase compared to 2018 (see

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“Presentation of Financial and Other Information—Special Note Regarding Non GAAP Financial Measures”). Additionally, our fixed costs (general and administrative expenses, less personnel expenses and profit sharing) per average AUM (considering the average calculated based on the average of the beginning and end of each quarter AUM) decreased by 16.2 basis points from December 31, 2015 to September 30, 2020 (calculated using annualized data for the last twelve months ended September 30, 2020), while our annualized gross revenue from fund management per average AUM increased by 6.7 basis points during the same period.

• We have a diverse client base with long-term relationships—We have over 980 clients (excluding direct shareholders of the listed funds managed by Vinci Partners and clients in our financial advisory services segment) as of September 30, 2020, distributed across all our strategies. Our diverse base of clients includes institutional clients both in Brazil and globally, distribution platforms, family offices and multi-family offices or MFOs, high net worth individuals, or HNWIs and investors from capital markets. Our largest funds client represented 2.6% of gross revenue from services rendered (unaudited), while our ten largest funds clients accounted for 17.2% of our gross revenue from services rendered (unaudited) from January 1, 2020 through September 30, 2020. No single client represented more than 3.0% of our gross revenue from services rendered in 2018, 2019 or for the nine months ended September 30, 2020. To maximize reach and client service, we organize our commercial efforts through four client divisions and one additional distribution channel, each with its own independent dedicated team of professionals. As an example of our successful commercial model, over 48.0% of our HNWI investors, excluding our partners, have relationships with Vinci Partners lasting more than five years, as of September 2020. We believe such long lasting client relationships enhance our growth potential at better economics.

• We have a proven ability to raise and deploy capital—We have been successful in raising capital and effective in deploying capital commitments in attractive investment opportunities, which reinforces our ability to source additional capital. Within our illiquid strategies (real estate, credit, infrastructure and private equity) we have raised over R$14.0 billion and deployed approximately R$9.6 billion of this amount since inception. In our private equity flagship strategy specifically, we raised over R$2.2 billion for our second fund within our private equity flagship strategy in 2011 and were able to deploy over 90% within two years; we then raised R$ 4.0 billion (including the amount related to potential co-investments) for our third fund within the same strategy in August 2017 and have already deployed over 45% of the total capital committed to the fund as of September 30, 2020. In real estate, we have completed 9 capital raises totaling R$2.7 billion for new and existing funds since 2019, and have expanded by 4.1x as of September, 2020 our AUM in the strategy since 2017.

• We are known for our commitment to social impact—We have been a signatory to the Principles for Responsible Investment, or PRI, since 2012. We have a dedicated private equity strategy with a dual mandate of generating environmental, social and governance, or ESG, impact as well as market returns, fully integrating ESG in the investment and diligence processes, and we have a credit fund focused on investments in sustainable energy.

Our Founding and Evolution

The team behind Vinci Partners traces its origins to the early 2000’s, when a group of our current partners began investing in the alternative asset space through our first private equity fund or Fund I. In 2004, that group began building an independent principal investment group dedicated to alternative investment strategies for Banco Pactual, one of the leading investment banks in Brazil at the time. In 2006, UBS purchased Banco Pactual and several investment professionals established an independent alternatives business unit within UBS, called UBS Pactual Gestora de Investimentos Alternativos Ltda. or ALIN. In 2009, following UBS’ divestiture of Banco Pactual, Mr. Sayão together with Mr. Horta and a large majority of the other investment professionals from ALIN founded Vinci Partners.

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We have built highly experienced and multifunctional teams that bring together a valuable mix of investment, operational and financial backgrounds and an in-depth understanding of the local market. Our three founders and our partners have created the philosophy that at Vinci Partners “Partners are Clients, and Clients are Partners”, seeking a balanced alignment of interest by investing alongside our clients under the same fee structures as limited partners, paying full management and performance fees.

Our Operations

We operate an asset-light, highly scalable business model that emphasizes operational efficiency and economies of scale. We leverage our expertise in managing high value added asset classes to serve a diverse group of HNWI and institutional clients in local and international markets, with offices in Brazil and New York. We generate our revenues primarily from (1) revenue from fund management, (2) performance fees, and (3) revenue from advisory. In the nine months ended September 30, 2020 and in the year ended December 31, 2019, 83.0% and 75.4% of our total net revenue, respectively, consisted of net revenue from fund management, which are recurring in nature and highly predictable revenues, being less susceptible to market volatility. In addition, our existing client base represented 61.0% of new inflows since 2018 and 47.9% of our total AUM has a lock-up period of at least five years, as of September 30, 2020.

As of September 30, 2020 and September 30, 2019, we reported R$46.1 billion and R$29.8 billion in AUM, respectively, and during the nine months ended September 30, 2020 and 2019 we reported, respectively, R$248.7 million and R$201.8 million in gross revenue from services rendered, R$235.3 million and R$192.6 million in total net revenue from services rendered, R$116.8 million and R$95.7 million in profit for the year, and R$110.9 million and R$80.7 million in Distributable Earnings, a period-over-period increase of 54.7%, 23.2%, 22.1%, 22.0% and 37.4% respectively. During 2019 we reported R$311.1 million in gross revenue from services rendered, R$296.7 million in total net revenue from services rendered, R$155.6 million in profit for the year, and R$135.2 million in Distributable Earnings, a year-over-year increase of 72.5%, 72.3%, 174.6% and 153.6% respectively, versus 2018.

Business Segments

Private Equity

Vinci Partners considers itself a pioneer in Brazilian private equity and we believe that (as among the largest market participants) it is the only purely Brazilian private equity firm that has maintained independence since inception. Since 2004, our flagship Vinci Capital Partners funds (Fund 1, VCP II and VCP III) have invested R$4.0 billion, across 22 investments in Brazil, as of September 30, 2020. Our private equity strategy has a sector agnostic approach focused on growth equity investments in Brazil. Opportunistically we will also analyze turnaround and greenfield investments. The private equity segment’s main strategic focus is to promote revenue, productivity and profitability growth through significant operating and management changes in portfolio companies. We also take into account non-measurable aspects, such as alignment of the potential investment with ESG goals. Our private equity practice has what we believe to be a proven track record of investing in leading Brazilian companies with approximately R$10.6 billion in AUM as of September 30, 2020. We have a multi-disciplined team of 17 investment professionals. The private equity strategy invests through two sub-strategies: Vinci Capital Partners and Vinci Impact and Return.

Public Equities

Vinci Partners has a long track record and deep experience investing in public equities since inception in 2009 and which was further enhanced through the strategic associations with Gas Investimentos (which was terminated in December 2020) and Mosaico Capital. We focus on holding positions in companies for three to

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five years following deep analysis and review by our various investment committees, taking into consideration our internal controls. The public equities team is composed of 11 members managing R$12.8 billion in AUM as of September 30, 2020, supported by dedicated research analysts who cover more than 120 companies across a variety of industries. Our public equities strategy invests according to three key sub-strategies: all caps, dividends and total return.

Real Estate

The real estate segment of Vinci Partners is the seventh largest manager of listed REITs in Brazil, known as Fundos de Investimento Imobiliário, or FII, based on Reuters data. Through September 30, 2020, our real estate segment has raised R$4.2 billion, the largest amount of investment among independent asset managers and the fourth largest among all asset managers. We are also one of the fastest growing managers in the space in terms of AUM, with a 27.7% growth year to date, as of September 30, 2020. Our real estate strategy is primarily focused on the acquisition of core, income-generating assets through public real estate funds. Our real estate strategy invests along four sub-strategies: shopping malls, industrial and logistics, offices and financial instruments related to real estate assets. We also implement a strategy related to opportunistic development funds. Our real estate strategy has more than 260,000 investors and has been investing in prime properties in Brazil. Our real estate team currently manages 33 assets with almost 549,000 square meters of gross leasable area, constituting approximately R$4.3 billion of AUM (which reflects growth in AUM due to market performance), as of September 30, 2020.

Credit

We believe we are one of the first independent players to offer Brazilian private credit funds focused on the long-term direct lending business. We have a multi-strategy credit business with significant size and track-record that operates in different segments, industries, and asset classes. We are generally focused on customized credit instruments, structures, and solutions to meet the financing needs of both established and growing businesses, while generating interesting credit opportunities for our investors. The credit team manages over R$2.2 billion in AUM, divided across three specific sub-strategies: high-grade corporate debt, high-yield structured products and senior secured loans and MBS core sub-strategies: Infrastructure Debentures to finance projects, generally with a senior secured collateral package, or infrastructure debt, Senior secured loans with the first lien collateral in real estate assets or a MBS securitizations, or real estate debt, and the third one, referred to as structured credit, focused on secured loans, private debt and a reverse factoring platform.

Infrastructure

Our infrastructure strategy has exposure to tangible assets related to physical infrastructure, through investments in equity, bidding for concessions, and debt investments across several sectors across several sectors, including but not limited to power generation and transmission, transportation and logistics and sports infrastructure (stadiums). Our infrastructure team has a deep local presence and track record of investing in infrastructure in Brazil, having completed over 30 transactions across equity and debt since its commencement in 2010. The team is composed of six dedicated professionals and eight senior advisors/executives seconded to portfolio companies. Our infrastructure strategy seeks control or control-oriented positions and employs active hands-on management of assets and operations. We primarily review brownfield and consolidation opportunities, targeting fragmented industries within sub-strategies. The team currently manages approximately R$1.6 billion in AUM through Vinci Infra II (FIP Transmissão), FIP Energia PCH, and Vinci Energia (VIGT11) funds.

Hedge Funds

Our hedge funds team operates under a multi-manager strategy with several portfolio managers each pursuing independent strategies. We have strong, overarching risk monitoring practices in order to generate

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superior Sharpe ratio and alpha for our investors. The hedge funds team has existed since Vinci Partner’s inception, now managing R$2.4 billion in AUM. Our hedge funds strategy invests across five principal sub-strategies: nominal interest, inflation, commodities, currencies and equities strategies. The portfolio managers have access to both our macro and equities research dedicated teams. It helps creating a very robust analysis of the markets, contributing to assertive decision-marking. The portfolio has exposure to onshore and offshore markets trading single equities, EM and DM currencies, government bonds and derivatives.

Investment Products and Solutions

Our Investment Products and Solutions team commenced in 2010 and offers clients access to tailored financial products through an open architecture platform, in addition to in-house asset allocation and risk management. Our Investment & Product Solutions segment aims to provide a sophisticated investment strategy with alpha generation according to our clients’ targets. In the execution of these strategies, we take into account risk profile assessment, preparation of investment policies and product selection, among other factors. Investment Products and Solutions manages R$14.9 billion in AUM.

Financial Advisory Services

Our financial advisory services team provides financial and strategic services to business owners, senior corporate management teams and boards of directors, focusing mostly on pre-IPO and M&A advisory services for Brazilian middle-market companies. The financial advisory services team was established in 2009 and is composed of eight advisory professionals. We believe our financial advisory services team serves as trusted senior advisors to clients seeking local and/or product expertise in the Brazilian marketplace. As an independent boutique, Vinci Partners has the flexibility to engage in transactions that often require complex solutions, long-term relationships and alignment of interests with clients.

Our Market

Brazil is a large and attractive market for financial services. The country has the 6th largest population and the 9th largest economy in the world with 211 million people and a GDP of US$1.8 trillion as of 2019, according to the World Bank. According to data published by the Central Bank, real GDP expanded 1.1% during each of 2017, 2018 and 2019. Going forward, we believe the path continues to be for constructive macroeconomic environment, supported by stabilization in the level of inflation, a decline in real interest rates and a recovery in consumer and business confidence indicators, which are important to improve the planning horizon of families and companies and increase the medium-term outlook for economic growth.

We believe the combination of economic growth and expected prolonged periods of sustained low interest rates will create increasingly favorable tailwinds for the asset management industry. For instance, despite the economic contraction experienced by Brazil in recent years, industry AUM grew significantly, at a rate of 14.1% per annum, equivalent to 2.0x the rate of expansion of nominal GDP during the period from 2010 to 2019. Furthermore, we believe the decrease in real interest rates should become one of the most important drivers of continued net inflows and AUM growth. For instance, for the period starting in 2017 until December 2019, industry AUM has increased by 31.7%, equivalent to 3.1x the rate of expansion of nominal GDP during the same period. We believe that in a low interest rate environment, with current reference rates at 2.00% as of September 30, 2020, such AUM growth should continue to accelerate as investors increase their search for more attractive investment opportunities and yield.

Key market challenges—Brazilian market ripe for disruption

The Brazilian asset management industry has been highly inefficient for decades due to high interest rates, limiting incentives for product development by incumbents, and high concentration of investments in the banking

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sector, which still represents the majority of institutional and retail investments in the country. We believe this has created several important market challenges that create opportunities for disruption: (1) highly concentrated market; (2) bureaucratic, asset-heavy infrastructures; (3) narrow selection of financial products; (4) promotion of inefficient financial products; (5) high-costs and spreads; and (6) poor customer service.

Key market trends

We believe our market will benefit from several trends that will help provide attractive tailwinds including: (1) increasing demand for financial products; (2) disintermediation of incumbent banks; (3) increasing demand for financial education and information; and (4) favorable and highly-aligned regulatory initiatives.

Addressable market opportunities

We believe that we will benefit from these key market trends and the favorable macroeconomic environment in Brazil, and that these trends and this market environment have positioned us to continue to penetrate, grow and expand our large addressable market opportunity in the country, which is expected to reach nearly R$13.8 trillion in AUC (including deposits, pension funds and assets under management) by the end of 2024, according to Oliver Wyman’s 2019 Report. Given our leadership, scale, brand, and competitive advantages, we believe we will benefit from and continue to be a catalyst for:

Continued Growth of the AUC Addressable Market—According to Oliver Wyman’s 2019 Report, the total addressable market of AUC in Brazil was R$7.9 trillion in 2018, up 105% since 2011, representing a CAGR of 11% that is roughly expected to continue at least up to 2024.

Continued Shift of AUM from Banks to Independent Investment Firms—Oliver Wyman’s 2019 Report estimates that the market share of investment AUC for independent investment firms will grow from 7% in 2018 to 25% in 2024. We believe this is a long-term trend that is still in the early stages.

Shift from Fixed Income to More Effective Products—Within the growth of AUM, we believe there is a long-term trend towards shifting the investment mix from lower yielding fixed income products to higher potential yielding products such as equities and alternative asset classes.

Increasing Investment Pipeline and Reinvestment Requirements—Under a renewed growth and political outlook, we expect a significant surge in the investment pipeline to return to the market in coming years, especially in infrastructure. Currently, we expect both state-owned banks and traditional conglomerates to be more constrained to deploy capital due to balance sheet restrictions; thereby creating additional demand for capital to be covered by the broader private markets and less traditional sources of capital.

Competitive Strengths

We have established a premier independent franchise with market leadership across each of our high value-added strategies. We believe that our business model, focused on high-performance and executed by talented multi-disciplinary teams with a focus on value creation, has enabled us to build one of the most complete portfolios of alternative investment strategies and solutions, which combined with adoption of innovative technologies and increasing integration across our business segments, strongly position us to capitalize on the future expansion and shifts in asset allocation in the Brazilian investment market.

We are a leading independent alternative asset manager in Brazil, with a strong track record of growth and market leadership across our several strategies

Since our inception, we have worked tirelessly to become a leading independent investment platform in Brazil, in terms of AUM and product offering, that is well positioned to benefit from long-term trends in the

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Brazilian asset management industry. Starting with only proprietary capital from our partners, we have been able to grow our AUM base at a CAGR of 34.5% since our founding by expanding our product offering within liquid and illiquid strategies. Additionally, from 2018 through September 30, 2020, we have expanded our AUM by 95.1%. This growth was fueled by the launch of three real estate funds, one credit fund, one infrastructure fund, and one multi-strategy fund within investment products and solutions, in addition to capital calls from illiquid funds and significant growth in net client inflows, accelerated by the decline in the SELIC rate, which is the Brazilian reference interest rate, and an increase in the search for alpha by institutional and HNWI clients in the country.

Vinci Partners is a leading independent asset manager in Brazil in terms of AUM, with leading franchises in private equity, real estate and public equities, according to data published by ANBIMA as of October 2020. We believe we have been able to achieve strong and sustained growth largely due to our solid reputation and credibility from a history of partnerships with companies, financial institutions and entrepreneurs. Across our main strategies we have built premier franchises with unique differentiating strategies to offer to our investors. Showcasing our market recognition, during 2020 and 2019, we have been the recipient of numerous awards, including ranking in first place in the XP Operational Ranking among over 120 funds (May 2019 and June 2019) and receiving an “Excellent” rating by Revista Investidor Institucional (August 2020) for several of our funds, including our credit fund focused on real estate loans Vinci FI Renda Fixa Imobiliário—CP, our multi-strategy funds Vinci Atlas FIC FIM and Vinci Valorem FIM, our equities funds Vinci GAS Dividendos FIA, Vinci Mosaico FIA and Vinci Selection Equities FIA, our open-ended pension fund FIC FIA Caixa Valor RPPS and ranking in second place in the category “Best funds in three years—Real Estate” by InfoMoney-Ibmec (January 2020) for our real estate fund Vinci Shopping Centers FII.

We have an established and recognized track record of achieving returns above benchmarks across our asset classes, putting us in a position of strength to benefit from shifts in asset allocation in Brazil

We believe we offer our clients best-in-class products in terms of investment performance across asset classes. We have been able to establish an impressive track record, achieving returns in the top quartile across all products within both liquid and illiquid strategies. We have developed expertise and credibility across strategies, with our products having a track record of surpassing the respective benchmarks.

We believe that our past success enhances our reputation and market credibility, and will be an asset in sourcing future investment opportunities. The current market environment of sustained lower interest rates in Brazil has accelerated a shift in asset allocation from lower yielding fixed income products into higher risk and return products such as equities, and even more so into higher value-added products such as managed funds, structured products, and alternative investments. We believe that investors are reallocating their portfolios in the search for alpha, and we believe our platform is exceptionally positioned to capture what we expect to be a long-term structural trend because of our range of superior high value-add, or HVA, product offering.

We have a highly profitable business model, supported by one of the most comprehensive platforms in Brazil across diversified and attractive asset classes

We have a team of 205 full time employees as of September 30, 2020, bringing together a wide-ranging network of personal and professional relationships across our multiple stakeholders. We have a diversified business model across high value-added asset classes, including private equity, infrastructure, public equities, hedge funds, credit and real estate, in addition to a specialized division providing tailored investment and product solutions to institutional and HNWI clients. Each investment strategy is managed by a separate and dedicated investment team with an independent investment committee and decision-making process. Through our differentiated business model, focused on generation of high-performance ideas and opportunities across business areas, we have developed an ability to invest proprietary capital (which also comprises capital from

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partners and employees of Vinci Partners at the time of the relevant capital raising) and that of third-parties with solid profitability in a wide variety of liquid and illiquid strategies.

Our track record of raising long term committed capital base creates a resilient, management fee-centric and asset-light business model

Most of our cash revenues are derived from fund management, which are generated from our AUM. In the nine months ended September 30, 2020 and 2019, and in the year ended December 31, 2019 and 2018, 83.0%, 87.0%, 75.4% and 85.1% of our total net revenue, respectively, consisted of net revenue from fund management, which are recurring in nature and provide highly predictable revenues, being less susceptible to market volatility. In addition, most of our products have long-term capital commitments and over 47.9% of our AUM is either perpetual or locked up for periods of over five years. Structured credit and private equity have formal lock-up policies, while one of our infrastructure funds is quasi-perpetual and our listed real estate funds are perpetual in nature. We believe the long-term nature of our capital commitments and fund management centricity of our revenues helped us create a truly resilient business model. For instance, during Brazil’s 2014 to 2017 economic recession, we were able to grow our AUM from R$18.3 billion to R$21.3 billion. In addition, we have remained resilient to fluctuations in economic conditions throughout the course of the COVID-19 pandemic, with total AUM of R$46.1 billion as of September 30, 2020, a 32.9% increase compared to total AUM of R$34.7 billion as of December 31, 2019, and total net revenue from services rendered of R$235.3 million in the nine months ended September 30, 2020, a 22.1% increase from total net revenue from services rendered of R$192.6 million in the nine months ended September 30, 2019.

We have a track record in creating long term client relationships across diversified and high quality distribution strategies, reinforcing our ability to benefit from ongoing demand shifts in the Brazilian asset management sector

Over our history of managing assets from third party investors, we have been able to build a sophisticated and high quality base of international limited partners within our private market strategies, working with a diverse range of institutional investors from all over the globe. We have built a very diverse client base and have been able to establish highly valuable client relationships, both in Brazil and globally.

We have developed a long-standing track record of scaled product innovation, enabling us to successfully fundraise and deploy capital and access new sources of investable assets

We have built a holistic investment platform supported by our seven strategies: private equity, infrastructure, credit, real estate, hedge funds, public equities, and investment products and solutions. In the last three years, we launched our third flagship growth equity private equity fund (Vinci Capital Partners III), launched our first pure infrastructure fund (FIP Transmissão or Vinci Infra II), and additional funds within our credit and real estate practice.

Within our illiquid strategies, in addition to our successful fundraising for new funds, we have also deployed the capital raised in attractive investment opportunities. Our team, comprised of seasoned and reputable investment professionals, has a proven ability to identify investment opportunities across different asset classes. For example, since 2019 we have successfully completed nine capital raises for new and existing real estate funds, totaling R$2.7 billion, highlighting the success of our funds and the continued demand for our products from investors.

We have also grown our liquid strategies significantly, especially since the end of the prior economic recession and the start in the decline of interest rates. Since 2018, we have expanded our liquid strategies AUM by 131.4%, more than tripling our AUM in public equities and growing rapidly in hedge funds and investment

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products and solutions. Our liquid AUM base was resilient to the economic downturn that started in 2014, and benefited sizably from the economic recovery. We expect the low interest rates environment to accelerate growth in our liquid strategies in the years ahead, as investor demand for our high value-added products increases with the diminished returns of fixed income products.

We are one of the pioneers in the adoption of responsible investment and ESG integration in our investment decision process in Brazil

We have been a PRI signatory since 2012, and based on the PRI data portal, in 2014 there were only 11 active investment manager signatories in Brazil. We have been evolving our ESG approach year over year, with important improvements on a regular basis. For instance, in 2014 we implemented our Responsible Investment Policy for private equity; in 2017 we engaged a specialized consulting company to develop our ESMS (ESG Management System) for private markets; in 2019 we engaged another ESG consulting company to develop our ESG Model for public markets. In both cases, we leveraged international and local best practices to develop our policies and approach, such as IFC Performance Standards, and the principles for responsible investments from PRI, among others. We are one of the only alternative asset managers in Brazil with an active private market dedicated strategy, through our VIR (Vinci Impact and Return) platform within our private equity segment. In addition, Vinci Partners’ headquarters in Rio de Janeiro is self-sufficient from an energy standpoint, through a build-to-suit solar power plant.

Our business is supported by a technologically advanced operational platform and cloud-based capabilities, enabling us to achieve economies of scale throughout our value chain and positioning our financial profile for sustained margin expansion and lower breakeven thresholds for new product launches

We have dedicated significant resources to developing our technologically advanced operational platform. Over time, we have been able to significantly improve our productivity and AUM capacity. For instance, due to investments in technology and operational capabilities, from 2014 to September 30, 2020, we have been able to more than double our AUM while keeping the number of employees mostly unchanged.

Similarly, such investments in technology and operational systems have allowed us to build a highly scalable and increasingly efficient platform. In the period from December 31, 2015 to September 30, 2020 (based on annualized data for the last twelve months ended September 30, 2020), we have been able to reduce non-compensation expenses per average AUM (calculated based on the average AUM at the beginning and end of each quarter) by 16.2 basis points from 0.29% to 0.13%, demonstrating our ability to significantly increase our AUM without incurring significant additional costs to support our expansion.

We utilize advanced operational systems to support our operations and the seamless execution of our strategy, and are constantly working to innovate and implement the latest technological advances into our business. For example, within our private equity practice, we have started a project to systematize and incorporate software to allow pipeline origination and tracking to be seamlessly integrated across operating platforms, mobile and at the office, and for information to be readily available and stored.

Similarly, we have also developed an investor relations platform and tools that enable us to enhance our ongoing interactions through a single area overseeing all internal and external support to profile and understand our limited partners’ requirements, developing and managing proprietary databases and segmentation of our limited partner base, further driving focus and efforts.

Highly experienced management and investment team supported by our unique partnership philosophy and corporate culture

Our most valuable assets are our people and culture. Our three founders have supported our growth since inception, and currently lead alongside 30 additional partners and a total of 205 professionals managing 261

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active funds and investment vehicles as of September 30, 2020. The long-term vision of Vinci Partners is to be the best and most relevant Brazilian alternative investment platform combining capital and talent to build value for the clients.

We truly believe that “Partners are Clients, and Clients are Partners”, which is possible because our general partners typically invest alongside our clients, which become our limited partners. This unique approach capital management, based on ethics and experience and targeting superior long-term financial results, is only possible because of our strong set of company values, as outlined below:

• believe in ethics as the best value in a relationship;

• balance common sense with boldness;

• be consistent in the search for results and in the relationship with clients and partners;

• combine flexibility and creativity with structured processes;

• act with entrepreneurship and with an owner’s mindset;

• have discipline in the execution of tasks; and

• be resilient when facing challenges.

Growth Strategies

Our goal is to consolidate our franchise as the leading independent asset manager in Brazil, combining capital and talent to build value for our clients. We will continue to approach our capital management in our own unique way, based on ethics and experience, targeting superior long-term financial results. To achieve this goal and seeking to continue as a fast-growing and profitable company, we have defined our key strategic priorities as follows:

Continue to focus on our core capabilities and expertise across high value-added strategies to take advantage of shifts in asset allocation Brazil

As leaders in high value add categories, we believe we are well-positioned to capture this shift of savings and customer flows from low yielding asset classes into value-added strategies, including equities and alternative investments. From December 2018 to September 30, 2020, we have substantially grown our assets under management by 95.1%, or by R$22.5 billion. We believe we are in a premier position to continue to benefit from this trend, as we will continue to leverage on our:

• distinctive insights into in depth macro and micro economic knowledge and insights;

• deep financial market expertise with strategies for different results and investment monetization;

• complementary expertise of our team members leading to higher quality of investment decisions;

• local presence and wide network creating differentiated deal sourcing;

• broad financial structuring skills with different products and assets; and

• in-house resources generating efficiency and proprietary solutions.

Seek to accelerate our fundraising activities, accessing new pockets of demand, expanding our wallet share across our client base and taking advantage of an increasing supply of private capital in the country

Since our inception, we have successfully launched funds across seven different strategies, allowing us to reach R$46.1 billion in AUM, as of September 30, 2020. We believe that our track-record of deploying capital at

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attractive rates of return for our investors and launching innovative strategies that cater to the investment demand of our client base will enable us to further enhance a robust fundraising pipeline. For example, within our private equity practice, we are in the process of raising our next fund, Vinci Impact and Return IV (VIR IV), which already had its first closing on October 29, 2020 and has raised R$265.8 million in Brazil through the date of this prospectus, and has obtained US$11.8 million (equivalent to R$66.6 million based on the commercial selling rate for U.S. dollars of R$5.6407 to US$1.00 as of September 30, 2020) of approved commitments from development finance institutions, or DFI. In total, Vinci is seeking to raise up to R$1.0 billion for the VIR IV strategy by March 2021. In addition, we already have planned what we expect to be our next flagship strategy fund, Vinci Capital Partners IV (VCP IV). We will continue to take advantage of the increased flow of assets to the private markets in the country. We expect the increase in investor demand for high value-added strategies, including private capital, represents a sizable opportunity for Vinci Partners.

Continue to develop innovative solutions for our clients, launching new funds and strategies across industry verticals that can be used to capture future increases in underlying demand factors

We believe a key pillar of our growth has been our ability to provide complementary investment strategies and to structure different types of investment funds that address the specific needs of our investor base. We have expanded our product offering to provide increasingly diversified opportunities for investors and a balanced business model that we believe benefits all of our stakeholders. Across each of our strategies, we will continue to develop new strategies and adapt to the increasingly dynamic search for yield and diversification from our client base.

Continue to strengthen our client relationships, developing innovative solutions based on our capabilities and expertise across high value-added asset classes

We will continue fostering our relationships with our clients through the following key pillars:

• Commitment to excellence in investor relations practices, including solid and transparent communication with investors and high standards of risk management and governance;

• Deepening relationships with our limited partners through our wide local and international network of 24 investor relations professionals and specialized teams clustered into geography and investor profile, as of September 30, 2020;

• Increasing our global and local institutional investor outreach through partnerships with key origination channels, including developing joint ventures and increasing our access to digital self-directed and advisory channels with a greater emphasis on end-client visibility;

• Maintaining a unique client approach dedicated to understanding the needs and objectives of our clients, especially under the new economic environment of low interest rates, in which we believe such understanding will be increasingly important in order to reach our clients with an appropriate product offering for their specific investment objectives;

• Automation of our proprietary channels, including the development of our own digital solutions to offer an additional alternative to better reach and serve retail and lower-tier high net worth individuals through a self-service platform; and

• Consolidating our brand as a category leader in alternative investments by continuing a close interactions with our distributors, organizing and participating in live broadcasts on social media channels, client events, maintaining close interactions with independent research houses, monitoring relationships with digital influencers and increasing our penetration in social media and networks.

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Seek to penetrate new pockets of capital in the Brazilian market by investing across our different channels and strengthening our distribution capabilities, including digitizing access to our end customers

We will seek to accelerate our distribution efforts for certain of our liquid and illiquid strategies where applicable, taking advantage of the increased digitalization of distribution platforms and the disruption of traditional channels, increasing our sales team’s efforts to increase our presence in all available platforms, including:

• Digital Distribution Platforms: Aiming to be present in all major digital distribution platforms. We have established relationships with 25 platforms as of September 30, 2020 and expect to continue to enhance our product offering across these platforms. We aim to be available in all major platforms with a range of Vinci Partners products, including certain illiquid strategies, where applicable, in addition to enhancing our brand awareness;

• Banks and Multi-Family Offices: We aim to offer at least one product in all large banks (private bank, mass affluent and retail) and their insurance and pension platforms. Although not necessarily the case, usually the first step for these distribution agreements is through allocations from a bank’s fund of funds, but our end goal is to establish direct distribution of our products in partnership with the large financial institutions. We then expect that as our products continue to gain scale, we will be able to deploy additional strategies across these channels;

• Research Houses: We expect to remain close to the main research houses to allow in-depth knowledge and visibility of our strategies, portfolio managers and investment products to potentially be recommended to their end-clients; and

• Media and Digital Influencers: We will continue to increase our media exposure, both through general and specialized channels, while also enhancing key contact points in social networks, including through podcasts, live streams and through LinkedIn. We will also monitor selected digital influencers, in our effort to develop new ways for potential end-clients to get to know Vinci Partners and its products.

Position our platform for consolidation opportunities to integrate single manager or single strategy platforms into Vinci Partners

We believe there is a significant opportunity to support our organic growth through consolidation, complementing our platform with selective strategic and tactical acquisitions. We intend to remain highly disciplined in our development strategy to ensure that we are allocating management time and our capital in the most productive areas to foster growth opportunities. Our strategy will focus on opportunities that expand our scale in existing markets, add complementary capabilities, enhance distribution, or provide access to new markets. We have a strong track record of sourcing, executing and integrating transactions and team hires as well as incentivizing investment teams to align their interests with ours. We have developed a distinctive structure capable of integrating other funds or strategies seamlessly. We currently expect that any growth through acquisition would likely take the form of single fund or single strategy managers, specifically sourced to complement Vinci Partner’s product offering and capabilities.

Risk Factors

An investment in our Class A common shares is subject to a number of risks, including risks relating to our business and industry, as well related to the business and industry of the companies in which our funds have investments, risks relating to Brazil and risks relating to the offering and our Class A common shares. The following discussion summarizes some, but not all, of these risks. Please read the information in the section entitled “Risk Factors” for a more thorough description of these and other risks.

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Risks Relating to Our Business and Industry

• Adverse market and economic conditions could reduce the value or performance of our funds.

Our business and the businesses of the companies in which our funds invest are materially affected by financial markets and economic conditions or events throughout the world, such as interest rates, availability of credit, inflation rates, economic uncertainty, changes in laws, trade barriers and trade tension, commodity prices, currency exchange rates and controls and national and international political circumstances. Future market conditions may be less favorable compared to current and historical market conditions and we could suffer a decrease in our performance and management fees, and a decrease in investment income we earn from our proprietary investments.

• Fluctuations in interest rates, exchange rates and benchmark indices could have an adverse effect on us.

Certain of our funding costs and the returns on certain of our investment funds are tied to certain interest rate indices or other benchmark indices, such as the Brazilian long-term interest rate, or TJLP, the CDI Rate, the SELIC rate, certain inflation indices and certain B3 indices. In addition, carrying costs and the returns on certain of our investment funds based in the United States are tied to or denominated in U.S. dollars, exposing us to risks associated with fluctuations in rate of exchange of U.S. dollars for reais. We may not be able to adequately manage our exposure to these benchmarks, which could lead to increased funding costs, carrying costs or decreased returns for our funds, with a consequent adverse effect on our business, financial condition and results of operations.

• Substantial and increasingly intense competition within our industry may harm our business.

The financial services market is highly competitive. Many of our competitors may have substantially greater resources than we do. These competitors may be able to offer more attractive fees to our current and prospective clients, especially our competitors that are affiliated with financial institutions. Competition could cause us to reduce the performance and management fees and financial services advisory fees we charge for our services and could also result in a loss of existing clients, and greater difficulty in attracting new clients.

• We may not be able to keep pace with rapid developments in our industry.

The financial services market is characterized by rapid technological change, new product and service introductions, evolving industry standards, changing client needs and the entrance of non-traditional competitors. There can be no assurance that we will have the funds available to maintain the levels of investment required to support our projects, and if we are unable to develop, adapt to or take advantage of technological changes or evolving industry standards, our business, financial condition and results of operations could be materially adversely affected.

• We have identified material weaknesses in our internal control over financial reporting.

In connection with the preparation of our consolidated financial statements for the year ended December 31, 2019, we identified a number of material weaknesses in our internal control over financial reporting as of December 31, 2019. The material weaknesses identified relate to our insufficient accounting resources and processes necessary to comply with the reporting and compliance requirements of IFRS and the U.S. Securities and Exchange Commission, or the SEC. We are in the process of adopting a remediation plan to improve our internal control over financial reporting, but there is no assurance that our efforts will be effective or prevent any future material weaknesses in our internal control over financial reporting.

Risks Relating to Brazil

• We could be adversely affected by a protracted economic downturn caused by the COVID-19 pandemic.

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Our portfolio investments and our business could be materially and adversely affected by the risks related to health crises such as the COVID-19 pandemic. The ultimate extent of the impact of the COVID-19 pandemic or other health crisis, on our business, financial condition and results of operations will depend on future developments, which are highly uncertain, and could also have the effect of heightening many of the other risks to which we are subject.

• The Brazilian federal government has exercised significant influence over the Brazilian economy.

The Brazilian federal government frequently exercises significant influence over the Brazilian economy and occasionally makes significant changes in policy and regulations. We have no control over and cannot predict what measures or policies the Brazilian government may take in the future. We and the market price of our Class A common shares may be harmed by changes in Brazilian government policies, as well as general economic factors.

• Economic uncertainty and political instability in Brazil may harm us.

Brazil’s political environment has historically influenced, and continues to influence, the performance of the country’s economy. Political crises have affected and continue to affect the confidence of investors and the general public, which have historically resulted in economic deceleration and heightened volatility in the securities offered by companies with significant operations in Brazil. Ongoing political uncertainty could harm the Brazilian economy and, consequently, our business and the value of our investments, and could adversely affect our financial condition, results of operations and the price of our Class A common shares.

Risks Relating to the Offering and our Class A Common Shares

• There is no assurance that a market will develop for our Class A common shares.

Prior to this offering, there has not been a public market for our Class A common shares. If an active trading market does not develop, you may have difficulty selling any of our Class A common shares that you buy.

• The concentration of our ownership and voting power with Gilberto Sayão da Silva limits your ability to influence corporate matters.

Immediately following this offering, Gilberto Sayão da Silva will control our company through his beneficial ownership of all of our outstanding Class B common shares, representing 77.9% of the combined voting power of our issued share capital (or 77.0% if the underwriters’ option to purchase additional Class A common shares is exercised in full). So long as Mr. Sayão da Silva beneficially owns a sufficient number of Class B common shares, even if he beneficially owns significantly less than 50% of our outstanding share capital, he will be able to effectively control our decisions.

• As a Cayman Islands exempted company with limited liability, the rights of our shareholders may be different from the rights of shareholders governed by the laws of U.S. jurisdictions.

Our corporate affairs are governed by our Articles of Association and by the laws of the Cayman Islands. The rights of shareholders and the responsibilities of members of our board of directors may be different from the rights of shareholders and responsibilities of directors in companies governed by the laws of U.S. jurisdictions. In particular directors of a Cayman Islands company owe fiduciary duties to the company and separately a duty of care, diligence and skill to the company, whereas under Delaware corporate law, a director has a fiduciary duty to the corporation and its stockholders. See “Description of Share Capital—Principal Differences between Cayman Islands and U.S. Corporate Law.”

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Recent Developments

Vinci Energia Capital Raising

In January 2021, we concluded a capital raising for Vinci Energia (VIGT) through a follow-on offering of quotas, in the total amount of R$415 million.

Nine Months Dividend

Subsequent to September 30, 2020, Vinci Partners Brazil declared, made provisions for the payment of, and partially paid dividends related to earnings through the eleven months ended November 30, 2020, totaling R$141.3 million. Of this amount, R$117.0 million were related to earnings for the nine months ended September 30, 2020, or the nine months dividend. In addition, Vinci Partners is expected to declare, and make provisions for, the payment of dividends related to earnings for the month of December 2020, prior to the consummation of this offering. The majority of the dividend declared in relation to earnings or retained earnings through December 30, 2020 is expected to be distributed to the former quotaholders of Vinci Partners Brazil by the end of the first quarter 2021, and investors purchasing Class A common shares in this offering will not be entitled to receive any portion of this dividend. See “Dividends and Dividend Policy.”

VIR IV Fund

On October 14, 2020 Vinci Partners firmed a commitment with its latest fund, Vinci Impact and Return IV (VIR IV) pursuant to which Vinci Partners subscribed to quotas in the total amount R$6.8 million as committed capital that will be requested by the VIR IV fund during its investment period. The VIR IV fund strategy is to acquire minority shareholdings in small and medium enterprises in Brazil aiming to generate favorable financial returns and quantifiable ESG impacts. The VIR IV fund already has already closed funding rounds of approved commitments from development finance institutions, raising R$761.8 million in Brazil through the date of this prospectus. Vinci Partners is seeking to raise up to R$1.0 billion for the VIR IV strategy by March 2021.

VILG Fund

In January 2021, Vinci Partners launched a follow-on offering for its listed real estate fund, VILG. Vinci Partners is seeking to raise between R$400 million and R$480 million for this fund by February 2021.

Termination of Revenue-Sharing Agreement with Gas Investimentos

In December 2020, Vinci Partners terminated its revenue-sharing agreement with Gas Investimentos, which had been signed in 2010 in the context of the association with Gas Investimentos. We expect that this termination will begin to generate a positive impact on revenue from services rendered in our Public Equities strategy starting in January 2021. In December 2020, former partners of Gas Investimentos redeemed approximately R$2.8 billion of AUM from this strategy (which represents between 23.9% to 23.7% of the estimated AUM in our public equities strategy as of December 31, 2020, and which had generated lower management fees and performances fees in comparison to the remaining balance of our AUM) opening up additional capacity for Vinci Partners to raise AUM with higher fees within our public equities strategy. The former partners of Gas Investimentos represent less than 1.5% of the estimated AUM in our public equities strategy as of December 31, 2020.

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AUM Growth

Our AUM is expected to be between R$ 47.3 billion and R$ 47.8 billion as of December 31, 2020, an increase of between 36.5% and 37.8% compared to AUM as of December 31, 2019, respectively and an increase of between 2.5% and 3.6% compared to AUM as of September 30, 2020. AUM increased primarily due to new net inflows and due to appreciation in the market value of assets in our investment products and solutions strategy and public equities strategy.

	For the Year Ended December 31, 2020
	Low		High
	(estimated) R$ in millions
AUM at period end—Consolidated		47,286.3		47,761.5
AUM at period end—Aggregate of Segment AUM (1)		49,670.2		50,169.4
Public Equities		11,720.3		11,838.1
Investment Products and solutions		16,347.4		16,511.7
Private equity		10,695.1		10,802.5
Real estate		4,524.2		4,569.6
Hedge funds		2,506.7		2,531.9
Credit		2,351.6		2,375.2

(1) The AUM for each segment may include double counting related to funds from one segment that invest in funds from another segment. Those cases occur mainly due to (a) fund of funds of investment products and solutions segment, and (b) investment funds in general that invest part of their cash in credit segment and hedge fund segment funds in order to maintain liquidity and provide for returns on cash. Such amounts are eliminated on consolidation. The bylaws of the relevant funds prohibit double-charging fees on AUM across segments. Therefore, while our AUM by segment may double-count funds from one segment that invest in funds from another segment, the revenues for any given segment do not include revenue in respect of assets managed by another segment, which means there are no intercompany eliminations on revenues in our results of operations.

Preliminary Results for the Year Ended December 31, 2020

Our financial results for the year ended December 31, 2020 are not yet finalized. The following information reflects our preliminary results for the indicated periods. We have provided ranges, rather than specific amounts, because these results are preliminary and subject to change.

Total net revenue from services rendered for the year ended December 31, 2020 is expected to be between R$328.0 million and R$351.8 million, an increase of between 10.5% and 18.6 % as compared to the year ended December 31, 2019, primarily due to increases management fees and in advisory fees that were offset in part by a decrease in performance fees.

Operating profit for the year ended December 31, 2020 is expected to be between R$208.1 million and R$223.2 million, an increase of between 13.4% and 21.7% as compared to the year ended December 31, 2019, primarily due to an increase in net revenue from services rendered at a higher rate than the increase in operating expenses.

Adjusted fee related earnings, or Adjusted FRE (as defined and further explained below), a non-GAAP financial measure, for the year ended December 31, 2020 is expected to be between R$146.5 million and R$158.9 million, an increase of between 49.3% and 61.9% as compared to the year ended December 31, 2019.

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Profit for the year ended December 31, 2020 is expected to be between R$163.2 million and R$175.1 million, an increase of between 4.9% and 12.5% as compared to the year ended December 31, 2019.

Adjusted Distributable Earnings (as defined and further explained below), a non-GAAP financial measure, for the year ended December 31, 2020 is expected to be between R$117.2 million and R$128.1 million, an increase of between 20.0% and 31.2% as compared to the year ended December 31, 2019.

Reconciliation of Adjusted FRE to operating profit and Adjusted Distributable Earnings to Profit for the Period

Adjusted FRE and Adjusted Distributable Earnings are non-GAAP measures. In addition to the reconciliation tables provided below, see “Presentation of Financial and Other Information—Special Note Regarding Non-GAAP Financial Measures” for further information on why our management chooses to use these non-GAAP financial measures, and on the limits of using these non-GAAP financial measures.

	For the Year Ended December 31, 2020
	Low			High
	(estimated) R$ in thousands
Operating profit		208,099			223,195
(-) Net revenue from realized performance fees		(27,583	)		(29,584	)
(-) Net revenue from unrealized performance fees		(9,571	)		(10,265	)
(+) Compensation allocated in relation to performance fees		6,041			6,041
FRE		176,987			189,387
(-) Dividends to Partners, excluding performance fee-related dividends		30,474			30,474
Adjusted FRE		146,513			158,913
Profit for the period		163,234			175,074
(-) Net revenue from unrealized performance fees		(9,571	)		(10,265	)
(+) Income tax from unrealized performance fees		1,104			1,184
(+) Compensation allocated in relation to unrealized performance fees		1,074			1,074
(-) Unrealized gain from investment income		(5,992	)		(6,426	)
(+) Income taxes on unrealized gain from investment income		2,037			2,185
Distributable Earnings		151,886			162,826
(-) Dividends to Partners, excluding unrealized performance fee-related dividends		(34,737	)		(34,737	)
Adjusted Distributable Earnings		117,149			128,089

Cautionary Statement Regarding Preliminary Results

The results for the year ended December 31, 2020, including the non-GAAP measures referred to above, are preliminary, unaudited and subject to completion, reflect our management’s current views and may change as a result of our management’s review of results and other factors, including a wide variety of significant business, economic and competitive risks and uncertainties. While the preliminary results have been prepared in good faith and based on information available at the time of preparation, no assurance can be made that actual results will not change as a result of our management’s review of results and other factors. Such preliminary results for the year ended December 31, 2020 are subject to finalization and closing of our accounting books and records (which have yet to be performed) and should not be viewed as a substitute for full year end or fourth quarter financial statements prepared in accordance with IFRS. The preliminary results depend on several factors, including weaknesses in our internal controls and financial reporting process (as described under “Risk Factors”)

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and our ability to timely and accurately report our financial results in the context of our corporate reorganization, the Contribution (as defined below) and this offering. For more information regarding factors that could cause actual results to differ from those described above, please see “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements”. There can be no assurance that the underlying assumptions or estimates will be realized; in particular, while we do not expect that our estimated preliminary results will differ materially from our actual results for the year ended December 31, 2020, we cannot assure you that our estimated preliminary results for the year ended December 31, 2020 will be indicative of our financial results for future periods. As a result, the preliminary results cannot necessarily be considered predictive of actual operating results for the periods described above, and this information should not be relied on as such. You should read this information together with the sections of this prospectus entitled “Selected Financial and Other Information” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” our audited consolidated financial statements and unaudited interim consolidated financial statements, in each case included elsewhere in this prospectus.

The preliminary results included in this prospectus have been prepared by, and are the responsibility of, Vinci Partners’ management. PricewaterhouseCoopers Auditores Independentes has not audited, reviewed, compiled or applied agreed-upon procedures with respect to the preliminary financial data contained in these preliminary results. Accordingly, PricewaterhouseCoopers Auditores Independentes does not express an opinion or any other form of assurance with respect thereto. PricewaterhourseCoopers Auditores Independentes does not assume any responsibility for the preliminary results. The report of PricewaterhouseCoopers Auditores Independentes included elsewhere in this prospectus relates to the historical financial information of Vinci Partners Brazil. Such report does not extend to the preliminary results and should not be read to do so.

By including in this prospectus a summary of certain preliminary results regarding our financial and operating results, no representation is made regarding our ultimate performance compared to the information contained in the preliminary results and our actual results may materially differ from those described above and we do not undertake any obligation, unless required by applicable law to update or otherwise revise the preliminary results set forth herein to reflect circumstances existing since their preparation or to reflect the occurrence of unanticipated events or to reflect changes in general economic or industry conditions, even in the event that any or all of the underlying assumptions are shown to be in error.

Our Corporate Structure

Our Corporate Reorganization

We are a Cayman Islands exempted company incorporated with limited liability on September 21, 2020 for purposes of effectuating our initial public offering. Prior to this offering, all of the quotaholders of Vinci Partners Brazil, held, directly or indirectly, 8,730,000 quotas of Vinci Partners Brazil which are all of the quotas of Vinci Partners Brazil, our Brazilian principal holding company whose consolidated financial statements are included elsewhere in this prospectus.

Prior to this offering, all of the quotaholders of Vinci Brazil have contributed the entirety of their quotas in Vinci Partners Brazil to us. In return for this contribution, we have issued (1) new Class B common shares to Gilberto Sayão da Silva and (2) new Class A common shares to all other quotaholders of Vinci Partners Brazil, in each case in a one-to-4.77 exchange for the quotas of Vinci Partners Brazil contributed to us, or the Contribution. Until the Contribution, we had not commenced operations and had only nominal assets and liabilities and no material contingent liabilities or commitments.

After accounting for the new Class A common shares that will be issued and sold by us in this offering, we will have a total of 55,515,574 common shares issued and outstanding immediately following this offering,

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14,466,239 of these shares will be Class B common shares beneficially owned by Gilberto Sayão da Silva, and 41,049,335 of these shares will be Class A common shares beneficially owned by the other former quotaholders of Vinci Partners Brazil and the investors purchasing in this offering. See “Principal Shareholders.”

Our Corporate Structure

Our group is currently composed of 11 main companies, nine of which are incorporated in Brazil and two of which are incorporated in other countries. Our material operating subsidiaries are: Vinci Gestora de Recursos Ltda., Vinci Equities Gestora de Recursos Ltda., Vinci Capital Gestora de Recursos Ltda., Vinci Assessoria Financeira Ltda., Vinci Gestão de Patrimônio Ltda., Vinci Real Estate Gestora de Recursos Ltda., Vinci Infraestrutura Gestora de Recursos Ltda. and Vinci GGN Gestão de Recursos Ltda. The following chart shows our simplified corporate structure, after giving effect to our corporate reorganization, the Contribution and this offering:

Corporate Information

Our principal executive offices are located at Av. Bartolomeu Mitre, 336, Leblon, Rio de Janeiro, Brazil, 22431-002. Our telephone number at this address is +55 (21) 2159-6240.

Investors should contact us for any inquiries through the address and telephone number of our principal executive office. Our principal website is www.vincipartners.com. The information contained in, or accessible through, our website is not incorporated into this prospectus or the registration statement of which it forms a part.

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Implications of Being an Emerging Growth Company

As a company with less than US$1.07 billion in revenue during the last fiscal year of Vinci Partners Brazil, we qualify as an “emerging growth company” as defined in the Jumpstart our Business Startups Act of 2012, or the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other burdens that are otherwise applicable generally to public companies. These provisions include:

• a requirement to have only two years of audited financial statements and only two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations disclosure;

• an exemption from the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended, or the Sarbanes-Oxley Act, in the assessment of our internal control over financial reporting;

• reduced disclosure about our executive compensation arrangements in our periodic reports, proxy statements and registration statements; and

• exemptions from the requirements of holding non-binding advisory votes on executive compensation and golden parachute arrangements.

We may take advantage of these provisions for up to five years or such earlier time that we are no longer an emerging growth company. We would cease to be an emerging growth company if we have more than US$1.07 billion in annual revenue, have more than US$700 million in market value of our Class A common shares held by non-affiliates or issue more than US$1.07 billion of non-convertible debt over a three-year period. We may choose to take advantage of some but not all of these reduced burdens. Accordingly, the information about us available to you will not be the same as, and may be more limited than, the information available to shareholders of a non-emerging growth company.

In addition, under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards until such time as those standards apply to private companies. Given that we currently report and expect to continue to report under IFRS as issued by the IASB, we will not be able to avail ourselves of this extended transition period and, as a result, we will adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required by the IASB.

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THE OFFERING

This summary highlights information presented in greater detail elsewhere in this prospectus. This summary is not complete and does not contain all the information you should consider before investing in our Class A common shares. You should carefully read this entire prospectus before investing in our Class A common shares including “Risk Factors” and our consolidated financial statements.

Issuer Vinci Partners Investments Ltd.

Class A common shares offered by us 13,873,474 Class A common shares (or 15,954,495 Class A common shares if the underwriters exercise in full their option to purchase additional shares).

Offering price range Between US$16.00 and US$18.00 per Class A common share.

Voting rights The Class A common shares will be entitled to one vote per share, whereas the Class B common shares (which are not being sold in this offering) will be entitled to 10 votes per share.

Each Class B common share may be converted into one Class A common share at the option of the holder.

If, at any time, the total number of the issued and outstanding Class B common shares is less than 10% of the total aggregate number of common shares outstanding, then each Class B common share will convert automatically into one Class A common share.

In addition, each Class B common share will convert automatically into one Class A common share upon (1) any transfer, except for certain transfers to certain affiliates of Mr. Sayão da Silva as described under “Description of Share Capital—Conversion,” and (2) the death or permanent disability of Mr. Sayão da Silva.

Holders of Class A common shares and Class B common shares will vote together as a single class on all matters unless otherwise required by law and subject to certain exceptions set forth in our amended and restated memorandum and articles of association dated January 15, 2021, or the Articles of Association, as described under “Description of Share Capital—Voting Rights.”

Upon consummation of this offering, assuming no exercise of the underwriters’ option to purchase additional shares, (1) holders of Class A common shares will hold approximately 22.1% of the combined voting power of our outstanding common shares and approximately 73.9% of our total equity ownership and (2) Gilberto Sayão da Silva, as the only holder of our Class B common shares will hold approximately 77.9% of the combined voting power of our outstanding common shares and approximately 26.1% of our total equity ownership.

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If the underwriters exercise their option to purchase additional shares in full, (1) holders of Class A common shares will hold approximately 23.0% of the combined voting power of our outstanding common shares and approximately 74.9% of our total equity ownership and (2) Gilberto Sayão da Silva, as the only holder of our Class B common shares will hold approximately 77.0% of the combined voting power of our outstanding common shares and approximately 25.1% of our total equity ownership.

The rights of the holders of Class A common shares and Class B common shares are identical, except with respect to voting, conversion, and transfer restrictions applicable to the Class B common shares, as described above. In addition, each holder of our Class B common shares (i) has certain conversion rights, and (ii) is entitled to preemptive rights to purchase additional Class B common shares, in the event that additional Class A common shares are issued, upon the same economic terms and at the same price, in order to maintain such holder’s proportional ownership interest in us. Moreover, the Class B common shares shall not be listed for public trading. See “Description of Share Capital” for a description of the material terms of our common shares, and the differences between our Class A and Class B common shares.

Option to purchase additional Class A common shares We have granted the underwriters the right to purchase up to an additional 2,081,021 Class A common shares within 30 days of the date of this prospectus, at the public offering price, less underwriting discounts and commissions, on the same terms as set forth in this prospectus.

Listing We intend to apply to list our Class A common shares on the Nasdaq, under the symbol “VINP.”

Use of proceeds We estimate that the net proceeds to us from this offering will be approximately US$216.0 million (or US$248.9 million if the underwriters exercise in full their option to purchase additional shares), assuming an initial public offering price of US$17.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. We intend to use the net proceeds from this offering (1) to fund investments in our own products alongside our investors; (2) to pursue opportunities for strategic transactions; and (3) for other general corporate purposes. See “Use of Proceeds.”

Share capital before and after offering As of the date of this prospectus, our authorized share capital is US$ 50,000, consisting of 1,000,000,000 shares of par value US$ 0.00005 each, after giving effect to the Contribution. Of those authorized shares, (1) 500,000,000 are designated as Class A common shares; (2) 250,000,000 are designated as Class B common shares

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(which may be converted into Class A common shares in the manner contemplated in our Articles of Association); and (3) 250,000,000 are as yet undesignated and shall have the rights as our board of directors may determine from time to time in accordance with Arcticle 4 of our Articles of Association.

Immediately after this offering, we will have 55,515,574 Class A common shares outstanding, assuming no exercise of the underwriters’ option to purchase additional shares.

Dividend policy We intend to pay semi-annual cash dividends on our common shares initially at an amount equal to at least 50% of our Distributable Earnings (as defined under “Summary Financial Information”). We do not have a legal obligation to pay a semi-annual dividend or dividends at any specified rate or at all. Any declaration of dividends will be at the discretion of our board of directors and will depend on our financial condition, earnings, cash needs, regulatory constraints, capital requirements (including requirements of our subsidiaries and the ability of our subsidiaries to pay dividends to us) and any other factors that our board of directors deems relevant in making such a determination. Therefore, there can be no assurance that we will pay any dividends to holders of our common shares, or as to the amount of any such dividends. See “Dividends and Dividend Policy.”

Liquidity Restrictions on Pre-IPO Quotaholders In connection with this offering and the Contribution as described under “Summary—Our Corporate Reorganization,” the pre-IPO quotaholders of Vinci Brazil have agreed to certain liquidity restrictions in respect of the Class A common shares and Class B common shares that they receive in exchange for the Contribution, with such such shares being subject to restrictions on transfer through the fifth anniversary of the date of this prospectus. See “Class A Common Shares Eligible for Future Sale—Liquidity Restrictions on Pre-IPO Quotaholders.”

Lock-up agreements We have agreed with the underwriters, subject to certain exceptions, not to offer, sell, or dispose of any shares of our share capital or securities convertible into or exchangeable or exercisable for any shares of our share capital during the 180-day period following the date of this prospectus. Our directors and executive officers have agreed to substantially similar lock-up provisions, subject to certain exceptions. See “Underwriting.”

Risk factors See “Risk Factors” and the other information included in this prospectus for a discussion of factors you should consider before deciding to invest in our Class A common shares.

Cayman Islands exempted company with limited liability We are a Cayman Islands exempted company with limited liability. The rights of shareholders and the responsibilities of members of our

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board of directors may be different from the rights of shareholders and responsibilities of directors in companies governed by the laws of U.S. jurisdictions. In particular, as a matter of Cayman Islands law, directors of a Cayman Islands company owe fiduciary duties to the company and separately a duty of care, diligence and skill to the company. Under Cayman Islands law, directors and officers owe the following fiduciary duties: (1) duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole; (2) duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose; (3) directors should not properly fetter the exercise of future discretion; (4) duty to exercise powers fairly as between different sections of shareholders; (5) duty to exercise independent judgment; and (6) duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests. Our Articles of Association have varied this last obligation by providing that a director must disclose the nature and extent of his or her interest in any contract or arrangement, and following such disclosure and subject to any separate requirement under applicable law or the listing rules of the Nasdaq and unless disqualified by the chairman of the relevant meeting, such director may vote in respect of any transaction or arrangement in which he or she is interested and may be counted in the quorum at the meeting; provided that such disclosure does not modify the duty of interested directors to act bona fide in the best interests of the Company. In comparison, under the Delaware General Corporation Law, a director of a Delaware corporation owes fiduciary duties to the corporation and its stockholders comprised of the duty of care and the duty of loyalty. Such duties prohibit self-dealing by a director and mandate that the best interests of the company and its shareholders take precedence over any interest possessed by a director, officer or controlling shareholder and not shared by the shareholders generally. See “Description of Share Capital—Principal Differences between Cayman Islands and U.S. Corporate Law.”

Unless otherwise indicated, all information contained in this prospectus:

• assumes the implementation of the Contribution, applied retroactively to all of the figures herein setting forth the number of our common shares and per common share data; and

• assumes no exercise of the option granted to the underwriters to purchase up to additional 2,081,021 Class A common shares in connection with this offering.

The number of Class A and Class B common shares to be outstanding after this offering is based on 41,642,100 common shares outstanding as of December 31, 2020 (after giving effect to the Contribution) and excludes 1,197,210 Class A common shares that may be issued following this offering under our Long-Term Incentive Plan. See “Management—Long-Term Incentive Plan.”

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SUMMARY FINANCIAL INFORMATION

The following tables set forth, for the periods and as of the dates indicated, our summary financial and operating data. This information should be read in conjunction with “Presentation of Financial and Other Information,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements, including the notes thereto, included elsewhere in this prospectus.

The summary financial information has been derived from the unaudited interim consolidated financial statements of Vinci Partners Brazil as of September 30, 2020 and for the nine months ended September 30, 2020 and 2019, included elsewhere in this prospectus, prepared in accordance with International Financial Reporting Standard IAS No. 34 “Interim Financial Reporting,” or IAS 34 and from the audited consolidated financial statements of Vinci Partners Brazil as of and for the years ended December 31, 2019 and 2018, included elsewhere in this prospectus, prepared in accordance with IFRS, as issued by the IASB.

Income Statement Data

	For the Nine Months Ended September 30,									For the Year Ended December 31,
	2020			2020			2019			2019			2019			2018
	US$ (1)			R$						(US$) (1)			(R$)
	(in thousands, except percentages)
Total gross revenue from services rendered		44,093			248,715			201,839			55,151			311,093			180,337
Total net revenue from services rendered		41,711			235,280			192,629			52,603			296,717			172,204
Net revenue from fund management		34,613			195,241			167,493			39,677			223,808			146,551
Net revenue from realized performance fees		2,165			12,212			7,480			8,146			45,949			6,042
Net revenue from unrealized performance fees		895			5,046			7,068			2,849			16,071			—
Net revenue from advisory		4,039			22,781			10,588			1,930			10,889			19,611
Personnel expenses and profit sharing		(9,016	)		(50,856	)		(42,259	)		(11,087	)		(62,536	)		(44,193	)
Other general and administrative expenses		(5,942	)		(33,519	)		(36,910	)		(8,997	)		(50,751	)		(46,562	)
Operating profit		26,753			150,905			113,460			32,519			183,430			81,449
Investment income		885			4,990			16,048			3,589			20,244			7,464
Realized gain from investment income		392			2,211			1,895			1,574			8,876			2,355
Unrealized gain from investment income		493			2,779			14,153			2,015			11,368			5,109
Other financial income		156			879			690			163			917			1,259
Finance costs		(1,705	)		(9,617	)		(9,261	)		(2,212	)		(12,476	)		(12,472	)
Profit before income taxes		26,088			147,157			120,937			34,059			192,115			77,700
Income taxes		(5,381	)		(30,354	)		(25,202	)		(6,468	)		(36,483	)		(21,022	)
Profit for the year		20,707			116,803			95,735			27,591			155,632			56,678
Net profit margin (%)		49.6	%		49.6	%		49.7	%		52.5	%		52.5	%		32.9	%
Adjusted Profit for the year (2)		16,183			91,281			68,846			20,155			113,688			33,950
Adjusted Profit Margin (%) (2)		38.8	%		38.8	%		35.7	%		38.3	%		38.3	%		19.7	%

(1) For convenience purposes only, amounts in reais for the nine months ended September 30, 2020 and for the year ended December 31, 2019 have been translated to U.S. dollars using an exchange rate of R$5.6407 to US$1.00, the commercial selling rate for U.S. dollars as of September 30, 2020, as reported by the Central Bank. These translations should not be considered representations that any such amounts have been, could have been or could be converted at that or any other exchange rate. See “Exchange Rates” for further information about recent fluctuations in exchange rates.

(2) Adjusted Profit for the year and Adjusted Profit Margin are non-GAAP financial measures that we present for the convenience of investors. See “—Non-GAAP Financial Measures” for a reconciliation of these

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measures to their nearest GAAP measure and “Presentation of Financial and Other Information—Special Note Regarding Non-GAAP Financial Measures” for further information on why our management chooses to use these non-GAAP financial measures, and on the limits of using these non-GAAP financial measures.

Balance Sheet Data

	As of September 30,				As of December 31,
	2020		2020		2019		2019		2018
	US$ (1)		R$		(US$) (1)		(R$)
	(in thousands)
Assets
Total current assets		28,367		160,012		27,898		157,364		75,277
Total non-current assets		28,215		159,154		27,374		154,408		126,970
Total assets		56,583		319,166		55,272		311,772		202,247
Liabilities and equity
Total current liabilities		15,710		88,613		18,256		102,978		44,671
Total non-current liabilities		16,596		93,614		16,677		94,069		89,510
Total liabilities		32,306		182,227		34,933		197,047		134,181
Total equity		24,277		136,939		20,339		114,725		68,066
Total liabilities and equity		56,583		319,166		55,272		311,772		202,247

(1) For convenience purposes only, amounts in reais as of September 30, 2020 and December 31, 2019, have been translated to U.S. dollars using an exchange rate of R$5.6407 to US$1.00, the commercial selling rate for U.S. dollars as of September 30, 2020, as reported by the Central Bank. These translations should not be considered representations that any such amounts have been, could have been or could be converted at that or any other exchange rate. See “Exchange Rates” for further information about recent fluctuations in exchange rates.

Non-GAAP Financial Measures

This prospectus presents our FRE, FRE Margin, Adjusted FRE, Adjusted FRE Margin, PRE, Adjusted PRE, Distributable Earnings, Adjusted Distributable Earnings, Adjusted Profit for the year, Adjusted Profit Margin for the year and Net Revenue from Fund Management and Advisory as well as Dividends to Partners, Dividends to Partners related to performance fees, Dividends to Partners, excluding performance fee-related dividends, and Dividends to Partners excluding unrealized performance fee-related dividends (each as explained in the footnotes to the table below), which are non-GAAP financial measures, and their reconciliations to the nearest measure as defined by IFRS, for the convenience of investors. A non-GAAP financial measure is generally defined as a numerical measure of historical or future financial performance, financial position, or cash flow that purports to measure financial performance but excludes or includes amounts that would not be so adjusted in the most comparable GAAP measure. For further information on why our management chooses to use these non-GAAP financial measures, and on the limits of using these non-GAAP financial measures, please see “Presentation of Financial and Other Information—Special Note Regarding Non-GAAP Financial Measures.”

	For the Nine Months Ended September 30,									For the Year Ended December 31,
	2020			2020			2019			2019			2019			2018
	US$ (1)			R$						(US$) (1)			(R$)
	(in thousands)
Operating profit		26,753			150,905			113,460			32,519			183,430			81,449
(-) Net revenue from realized performance fees		(2,165	)		(12,212	)		(7,480	)		(8,146	)		(45,949	)		(6,042	)
(-) Net revenue from unrealized performance fees		(895	)		(5,046	)		(7,068	)		(2,849	)		(16,071	)		—
(+) Compensation allocated in relation to performance fees		385			2,173			862			548			3,091			239

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	For the Nine Months Ended September 30,									For the Year Ended December 31,
	2020			2020			2019			2019			2019			2018
	US$ (1)			R$						(US$) (1)			(R$)
	(in thousands)
FRE (2)		24,079			135,820			99,774			22,072			124,501			75,646
(-) Dividends to Partners, excluding performance fee-related dividends (3)		(3,906	)		(22,034	)		(22,969	)		(4,674	)		(26,365	)		(21,157	)
Adjusted FRE (2)		20,172			113,786			76,805			17,398			98,136			54,488
Operating profit		26,753			150,905			113,460			32,519			183,430			81,449
(-) Net revenue from fund management		(34,613	)		(195,241	)		(167,493	)		(39,677	)		(223,808	)		(146,551	)
(-) Net revenue from advisory		(4,039	)		(22,781	)		(10,588	)		(1,930	)		(10,889	)		(19,611	)
(+) Personnel expenses and profit sharing		9,016			50,856			42,259			11,087			62,536			44,193
(+) Other general and administrative expenses		5,942			33,519			36,910			8,997			50,751			46,562
(-) Compensation allocated in relation to performance fees		(385	)		(2,173	)		(862	)		(548	)		(3,091	)		(239	)
PRE (4)		2,674			15,085			13,686			10,447			58,929			5,803
(-) Dividends to Partners related to performance fees (3)		(618	)		(3,488	)		(3,920	)		(2,762	)		(15,579	)		(1,571	)
Adjusted PRE (4)		2,056			11,597			9,766			7,685			43,350			4,232
Profit for the year		20,707			116,803			95,735			27,591			155,632			56,678
(-) Net revenue from unrealized performance fees		(895	)		(5,046	)		(7,068	)		(2,849	)		(16,071	)		—
(+) Income tax from unrealized performance fees		103			582			815			329			1,853			—
(+) Compensation allocated in relation to unrealized performance fees		72			405			601			229			1,289			—
(-) Unrealized gain from investment income		(493	)		(2,779	)		(14,153	)		(2,015	)		(11,368	)		(5,109	)
(+) Income taxes on unrealized gain from investment income		168			945			4,812			685			3,865			1,737
Distributable Earnings (5)		19,662			110,910			80,742			23,969			135,200			53,306
(-) Dividends to Partners, excluding unrealized performance fee-related dividends (3)		(4,271	)		(24,094	)		(24,989	)		(6,655	)		(37,538	)		(22,728	)
Adjusted Distributable Earnings (5)		15,391			86,816			55,753			17,314			97,662			30,578
Profit for the year		20,707			116,803			95,735			27,591			155,632			56,678
(-) Dividends to Partners (3)		(4,525	)		(25,522	)		(26,889	)		(7,436	)		(41,944	)		(22,728	)
Adjusted Profit for the year (6)		16,183			91,281			68,846			20,155			113,688			33,950
Total net revenue from services rendered		41,711			235,280			192,629			52,603			296,717			172,204
(-) Net revenue from realized performance fees		(2,165	)		(12,212	)		(7,480	)		(8,146	)		(45,949	)		(6,042	)
(-) Net revenue from unrealized performance fees		(895	)		(5,046	)		(7,068	)		(2,849	)		(16,071	)		—
Net Revenue from Fund Management and Advisory (7)		38,652			218,022			178,081			41,608			234,697			166,162

(1) For convenience purposes only, amounts in reais for the nine months ended September 30, 2020 and for the year ended December 31, 2019 have been translated to U.S. dollars using an exchange rate of R$5.6407 to US$1.00, the commercial selling rate for U.S. dollars as of September 30, 2020, as reported by the Central Bank. These translations should not be considered representations that any such amounts have been, could have been or could be converted at that or any other exchange rate. See “Exchange Rates” for further information about recent fluctuations in exchange rates.

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(2) Fee related earnings, or FRE, is a metric to monitor the baseline performance of, and trends in, our business, in a manner that does not include performance fees or investment income. We calculate FRE as operating profit, less (a) net revenue from realized performance fees, less (b) net revenue from unrealized performance fees, plus (c) compensation allocated in relation to performance fees. Adjusted FRE is calculated as FRE, less Dividends to Partners, excluding performance fee-related dividends.

(3) See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Factors Affecting the Comparability of Our Results of Operations—Partner Dividends” and “Dividends and Dividend Policy” regarding our historical practice for distributing dividends to our partners. Dividends to partners, or Dividends to Partners, represents a portion of total dividends distributed or declared for distribution by Vinci Partners, related to management fees or performance fees. As set forth in the table above, (a) Dividends to Partners related to performance fees are those dividends that are distributed or declared for distribution to partners in connection with performance related to fund outcomes above their respective benchmarks, (b) Dividends to Partners, excluding performance fee-related dividends are those dividends distributed or declared for distribution to partners other than those related to performance fees, and (c) Dividends to Partners, excluding unrealized performance fee-related dividends are dividends that are distributed or declared for distribution to partners other than dividends for which performance fees are not yet recognized as realized performance fee-related dividends under the relevant accounting criteria (i.e., it is not yet highly probable that the amount of revenue related to such fees will not be changed in the income statement). The following table presents a reconciliation of each of Dividends to Partners related to performance fees, Dividends to Partners, excluding performance fee-related dividends, Dividends to Partners, excluding unrealized performance fee-related dividends and Dividends to Partners to the amount of dividends we report in our financial statements.

	For the Nine Months Ended September 30,									For the Year Ended December 31,
	2020			2020			2019			2019			2019			2018
	US$ (a)			R$			R$			(US$) (a)			(R$)
	(in thousands)
Dividends paid		23,017			129,832			60,771			13,514			76,226			45,885
(-) Dividends not related to management fees or performance fees (b)		(18,492	)		(104,310	)		(33,882	)		(6,078	)		(34,282	)		(23,157	)
Dividends to Partners		4,525			25,522			26,889			7,436			41,944			22,728
Dividends to Partners		4,525			25,522			26,889			7,436			41,944			22,728
(-) Management fee-related dividends (c)		(3,906	)		(22,034	)		(22,969	)		(4,674	)		(26,365	)		(21,157	)
Dividends to Partners related to performance fees		618			3,488			3,920			2,762			15,579			1,571
Dividends to Partners		4,525			25,522			26,889			7,436			41,944			22,728
(-) Dividends to Partners related to performance fees dividends		(618	)		(3,488	)		(3,920	)		(2,762	)		(15,579	)		(1,571	)
Dividends to Partners, excluding performance fee-related dividends		3,906			22,034			22,969			4,674			26,365			21,157
Dividends to Partners		4,525			25,522			26,889			7,436			41,944			22,728
(-) Unrealized performance fee-related dividends		(253	)		(1,428	)		(1,900	)		(781	)		(4,406	)		—
Dividends to Partners, excluding unrealized performance fee-related dividends		4,271			24,094			24,989			6,655			37,538			22,728

(a) For convenience purposes only, amounts in reais for the nine months ended September 30, 2020 and for the year ended December 31, 2019 have been translated to U.S. dollars using an exchange rate of R$5.6407 to US$1.00, the commercial selling rate for U.S. dollars as of September 30, 2020, as reported by the Central Bank. These translations should not be considered representations that any such

30

amounts have been, could have been or could be converted at that or any other exchange rate. See “Exchange Rates” for further information about recent fluctuations in exchange rates.

(b) Dividends not related to management fees or performance fees are dividends paid to our partners in relation to their participation in the company.

(c) Management fee-related dividends are the share of our total Dividends to Partners calculated based on the level of net revenue from fund management and from financial advisory services.

(4) Performance related earnings, or PRE, is a performance measure that we use to assess our ability to generate profits from revenue that relies on outcomes from funds above their respective benchmarks. We calculate PRE as operating profit, less (a) net revenue from fund management, less (b) net revenue from advisory, plus (c) personnel expenses and profit sharing, plus (d) other general and administrative expenses, less (e) compensation allocated in relation to performance fees. Adjusted performance related earnings, or Adjusted PRE, is calculated as PRE, less Dividends to Partners related to performance fees.

(5) Distributable Earnings is used as a reference point by our board of directors for determining the amount of earnings available to distribute to shareholders as dividends. Distributable Earnings is calculated as profit for the year, less (a) net revenue from unrealized performance fees, plus (b) income taxes from unrealized performance fees, plus (c) compensation allocated in relation to unrealized performance fees, less (d) unrealized gain from investment income, plus (e) income taxes on unrealized gain from investment income. Adjusted Distributable Earnings, or Adjusted Distributable Earnings, is calculated as Distributable Earnings, less Dividends to Partners, excluding unrealized performance fee-related dividends.

(6) Adjusted Profit for the year is a performance measure that we use to assess the performance of our business and that we present to provide investors and analysts with information regarding the net results of our business, excluding Dividends to Partners. We calculate Adjusted Profit for the year as profit for the year, less Dividends to Partners.

(7) Net Revenue from Fund Management and Advisory is a performance measure that we use to assess our ability to generate profits from our fund management and advisory business without measuring for the outcomes from funds above their respective benchmarks. We calculate Net Revenue from Fund Management and Advisory as total net revenue from services rendered less (a) net revenue from realized performance fees and less (b) net revenue from unrealized performance fees.

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RISK FACTORS

An investment in our Class A common shares involves a high degree of risk. In addition to the other information in this prospectus, you should carefully consider the following risk factors in evaluating us and our business before purchasing our Class A common shares. In particular, you should consider the risks related to an investment in companies operating in Brazil, for which we have included information in these risk factors to the extent that information is publicly available. In general, investing in the securities of issuers whose operations are located in emerging market countries such as Brazil, involves a higher degree of risk than investing in the securities of issuers whose operations are located in the United States or other more developed countries. If any of the risks discussed in this prospectus actually occur, alone or together with additional risks and uncertainties not currently known to us, or that we currently deem immaterial, our business, financial condition, results of operations and prospects may be materially adversely affected. If this were to occur, the value of our Class A common shares may decline and you may lose all or part of your investment. When determining whether to invest, you should also refer to the other information contained in this prospectus, including our audited consolidated financial statements and the related notes thereto. You should also carefully review the cautionary statements referred to under “Cautionary Statement Regarding Forward-Looking Statements.” Our actual results could differ materially and adversely from those anticipated in this prospectus.

Certain Risks Relating to Our Business and Industry

The COVID-19 pandemic and other actual or potential epidemics, pandemics, outbreaks, or other public health crises, may have an adverse impact on our investment portfolio and consequently our business and financial condition.

Our portfolio investments and our business could be materially and adversely affected by the risks (or the public perception of the risks) related to an epidemic, pandemic, outbreak, or other public health crisis, such as the recent outbreak of novel coronavirus (COVID-19). The global spread of the COVID-19 pandemic, which originated in late 2019 and was later declared a pandemic by the World Health Organization in March 2020, has negatively impacted the global economy, disrupted supply chains and created significant volatility in global financial markets. Reflecting this, the COVID-19 pandemic has caused the levels of equity and other financial markets to decline sharply and to become volatile since the onset of the impacts of COVID-19, and the market volatility resulting from the COVID-19 pandemic caused a number of planned public stock offerings and merger and acquisition transactions in Brazil to be postponed or cancelled.

The COVID-19 pandemic and government measures taken in response thereto has caused disruptions in our funds’ portfolio companies’ businesses and could lead to long-term disruptions or closures. For instance, the COVID-19 pandemic has caused work stoppages and increased unemployment, including because of illness or travel or government restrictions in connection with the pandemic. Additionally, the COVID-19 pandemic has resulted in the temporary or permanent closure of many businesses and has required adjustments in how many businesses operate. For example, certain funds in our real estate segment were adversely impacted as a result of shopping mall closures in Brazil lasting over three months. In addition, there is uncertainty surrounding real estate funds with concentrated investments in office space as the real estate market adjusts to shifts in office space demand in response to changes in economic activity and remote working arrangements and longer-term trends in demand for the type and size of office space. These factors have adversely impacted certain of the companies in our investment portfolio and severely disrupted operations and economic conditions generally. In addition, significant market fluctuations driven by the COVID-19 pandemic have resulted in fluctuations in the fair value component of our AUM, and could result in additional fluctuations in our AUM depending on the severity and extent of the ongoing pandemic.

The ultimate extent of the impact of COVID-19 or any other epidemic, pandemic or other health crisis, on our business, financial condition and results of operations will depend on future developments, which are highly uncertain and cannot be predicted with any certainty, which future developments could include new information

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that may emerge concerning the severity of such epidemic, pandemic or other health crisis and actions taken to contain or prevent their further spread, among others. These and other potential impacts of an epidemic, pandemic or other health crisis, such as the COVID-19 pandemic, could have a material adverse effect on our business, financial condition and results of operations, and it may also have the effect of heightening many of the other risks described in this “Risk Factors” section.

Difficult market and economic conditions can adversely affect our business in many ways, including by reducing the value or performance of the investments that we manage or by reducing the ability of our funds to raise or deploy capital, each of which could negatively impact our net income and cash flow and adversely affect our financial prospects and condition.

Our business and the businesses of the companies in which our funds invest are materially affected by financial markets and economic conditions or events throughout the world, such as interest rates, availability of credit, inflation rates, economic uncertainty, changes in laws (including laws relating to taxation), trade barriers and trade tension (including between the United States and China), commodity prices, currency exchange rates and controls and national and international political circumstances (including wars, terrorist acts or security operations). Future market conditions may be less favorable compared to current and historical market conditions. Adverse conditions in financial markets and the economy can adversely impact our results of operations and financial condition by decreasing our AUM (both directly through a decline in market value or through clients withdrawing investments) and thereby decrease our performance and management fees, as well as by decreasing the investment income we earn from our proprietary investments.

Fluctuations in financial markets and economic conditions are outside our control and may affect the level and volatility of securities prices and liquidity and as a result, the value of our investments and our financial results. In addition, we may not be able to or may choose not to manage our exposure to these conditions and/or events. If not otherwise offset, declines in the equity, commodity and debt in the markets would likely cause us to write down our investments and the investments of our funds. Our profitability may also be materially and adversely affected by our fixed costs and the possibility that we would be unable to scale back other costs within a time frame sufficient to match any decreases in net income relating to a downturn in market and economic conditions.

Unfavorable market and economic conditions may reduce opportunities for our funds to make, exit and realize value from their investments. Challenging market and economic conditions, including those caused by changes in tax laws and other regulatory restrictions, may make it difficult for us to find suitable investments for our funds or secure financing for investments on attractive terms. Such conditions may also result in reduced opportunities for our funds to exit and realize value from their existing investments and lower-than-expected returns on existing investments. Throughout our history, we have exited our portfolio companies through a combination of routes, including selling to strategic buyers, carrying out sponsor to sponsor transactions and through public market exits, including through initial public offerings, or IPOs, and reverse mergers into listed companies. In challenging equity markets, our funds may experience greater difficulty in realizing value from investments. In addition, when financing is not available or becomes too costly, it is difficult for potential buyers to raise sufficient capital to purchase our funds’ investments. Consequently, we may earn lower-than-expected returns on investments, which could cause us to realize diminished or no performance fees, which are typically determined by reference to performance in excess of one or more specified benchmarks.

We generally raise capital for a successor fund following the substantial and successful deployment of capital from the existing fund. In the event of poor performance by existing funds, our ability to raise new funds is impaired. Our fundraising may also be negatively impacted by any change in or rebalancing of fund investors’ asset allocation policies. During periods of unfavorable fundraising conditions, fund investors may negotiate for lower fees, different fee sharing arrangements for transaction or other fees, and other concessions. The outcome of such negotiations could result in our agreement to terms that are materially less favorable to us than for prior funds we have managed. Our current funds, including all our recent private equity funds, have performance

33

hurdles, which require us to generate a specified return on investment prior to our right to receive performance fees. This requirement will likely be in all our future funds, and the hurdle rate could increase for our future funds. In addition, successor funds raised by us when such unfavorable circumstances exist would also likely result in smaller funds than our comparable predecessor funds. Fund investors may also seek to redeploy capital away from certain of our credit or other non-private equity investment vehicles, which permit redemptions on relatively short notice, in order to meet liquidity needs or invest in other asset classes or with other managers. Any of these developments could materially and adversely affect our future revenues, net income, cash flow, financial condition or ability to retain our employees.

During periods of difficult market or economic conditions or slowdowns (which may occur across one or more industries, sectors or geographies), companies or assets in which we have invested may experience decreased revenues, financial losses, credit rating downgrades, difficulty in obtaining access to financing and increased funding costs. These companies may also have difficulty in expanding their businesses and operations or be unable to meet their debt service obligations or pay other expenses as they become due, including amounts payable to us. Negative financial results in our funds’ portfolio companies may result in lower investment returns for our investment funds, which could materially and adversely affect our operating results and cash flow. To the extent the operating performance of such portfolio companies (as well as valuation multiples) deteriorate or do not improve, our funds may sell those assets at values that are less than we projected or even at a loss, thereby significantly affecting those funds’ performance and consequently our operating results and cash flow and resulting in lower or no performance fees being paid to us. Adverse conditions may also increase the risk of default with respect to private equity, credit and other investments that we manage or the abandonment or foreclosure of our real asset investments. Even if economic and market conditions do improve broadly, adverse conditions in particular sectors may also cause our performance to suffer. In addition, low interest rates related to monetary stimulus, economic stagnation or deflation may negatively impact expected returns on all types of investments as the demand for relatively higher return assets increases and the supply decreases. As a result, adverse conditions in financial markets as described above, as well as lower level of transaction activities involving our funds’ investments, which can be unpredictable and outside our control, may negatively impact both the frequency and size of fees generated by our business.

Our performance is subject to the risks of the industries and businesses in which the portfolio companies of our investment funds operate.

Our performance directly ties-in to the payment of fund management and performance fees by our investment funds, which, in turn, are subject to a number of risks inherent to their operations and also to the risk of the businesses and industries in which the portfolio companies of such investment funds operate, as well as advisory fees for financial advisory services, which are subject to transaction closings and realization of IPOs advised by Vinci Partners. Some of these industries are particularly noteworthy for the inherent risks therewith associated, such as infrastructure and real estate. These risks include but are not limited to, those associated with the burdens of ownership of real property, general and local economic conditions, changes in supply of and demand for competing properties in an area (as a result, for instance, of overbuilding), fluctuations in the average occupancy and room rates for hotel properties, operating income, the financial resources of tenants, changes in building, environmental, zoning and other laws, casualty or condemnation losses, energy and supply shortages, various uninsured or uninsurable risks, natural disasters, changes in government regulations (such as rent control or operational licenses), changes in real property tax rates, changes in income tax rates, changes in interest rates, the reduced availability of mortgage funds which may render the sale or refinancing of properties difficult or impracticable, increased mortgage defaults, increases in borrowing rates, changes to the taxation of business entities and the deductibility of corporate interest expense or other applicable tax exemptions or benefits, negative developments in the economy that depress travel activity, environmental liabilities, contingent liabilities on disposition of assets, acts of god, terrorist attacks, war and other factors that are beyond our control. In addition, the acquisition of direct or indirect interests in undeveloped land or underdeveloped real property, which may often be non-income producing, is subject to the risks normally associated with such assets and development activities, including risks relating to the availability and timely receipt of zoning and other

34

regulatory or environmental approvals and licenses, the cost and timely completion of construction (including risks beyond the control of our fund, such as weather or labor conditions or material shortages) and the availability of both construction and permanent financing on favorable terms. Additionally, the investment in energy, manufacturing, transportation, water and sanitation, mining and other infrastructure capital-intensive projects, as well as the development and operation of assets associated with real estate and certain other assets, may expose our investment funds, and, consequently, us, to increased environmental liabilities that are inherent in the ownership of such assets, which under the applicable laws may be imposed regardless of fault.

Changes in the debt financing markets may negatively impact the ability of our investment funds’ portfolio companies and strategies pursued with our balance sheet assets to obtain attractive financing for their investments or to refinance existing debt and may increase the cost of such financing or refinancing if it is obtained, which could lead to lower-yielding investments and potentially decrease our net income.

In the event that our portfolio companies regularly utilize the corporate debt markets in order to obtain financing for their operations, to the extent that credit markets render such financing difficult to obtain or more expensive, this may negatively impact the operating performance of those portfolio companies and, therefore, the investment returns on our funds. In addition, to the extent that conditions in the credit markets impair the ability of our portfolio companies to refinance or extend maturities on their outstanding debt, either on favorable terms or at all, the operating performance of those portfolio companies may be negatively impacted, which could impair the value of our investment in those portfolio companies and lead to a decrease in the investment income earned by us. In some cases, the inability of our portfolio companies to refinance or extend maturities may result in the inability of those companies to repay debt at maturity or pay interests when due, and may cause the companies to sell assets, undergo a recapitalization or seek bankruptcy protection, any of which would also likely impair the value of our investment and lead to a decrease in investment income earned by us.

Our failure to comply with investment guidelines set by our clients could result in damage awards against us or a reduction in AUM, either of which would cause our earnings to decline and adversely affect our business and financial condition.

When clients retain us to manage assets on their behalf, they specify certain guidelines regarding investment allocation and strategy that we are required to observe in the management of their portfolios. Our failure to comply with these guidelines and other limitations could result in clients terminating their investment management agreement with us and forcing an early redemption of their investments in our funds, as these investment agreements generally are terminable without cause on 30 days’ notice, and/or permit our clients to force an early redemption of their investment without prior notice or on relatively short notice. Clients could also sue us for breach of contract and seek to recover damages from us. In addition, such guidelines may restrict our ability to pursue certain allocations and strategies on behalf of our clients that we believe are economically desirable, which could similarly result in losses to a client, early redemption of a client’s quota, or termination of the asset management agreement and a corresponding reduction in AUM. Even if we comply with all applicable investment guidelines, a client may be dissatisfied with its investment performance or our services or fees, and may terminate their asset management agreements, redeem their quotas or be unwilling to commit new capital to our specialized funds or separate management accounts. Any of these events could cause our earnings to decline and materially and adversely affect our business, financial condition and results of operations.

Fluctuations in interest rates, exchange rates and certain benchmark indices could impact our funding costs and the value of our funds, and fluctuations in these rates and benchmarks could adversely affect our funding costs and the returns on certain of our funds, which could have a material adverse effect on our funds’ liquidity, results of operations and financial condition.

Certain of our funding costs and the returns on certain of our investment funds are tied to certain interest rate indices or other benchmark indices, such as the Brazilian long-term interest rate, or TJLP, the CDI Rate, the SELIC rate, certain inflation indices and certain B3 indices. In addition, carrying costs and the returns on certain

35

of our investment funds based in the United States are tied to or denominated in U.S. dollars, exposing us to risks associated with fluctuations in rate of exchange of U.S. dollars for reais. We have no control over fluctuations in interest rates, market indices or exchange rates and we may not be able to adequately manage our exposure to these benchmarks, which could lead to increased funding costs, carrying costs or decreased returns for our funds, which would have a material adverse effect on our business, financial condition and results of operations. See “—Certain Risks Relating to Brazil—Inflation and certain measures by the Brazilian government to curb inflation have historically harmed the Brazilian economy and Brazilian capital markets, and high levels of inflation in the future would harm our business and the price of our Class A common shares” and “—We are exposed to fluctuations in foreign currency exchange rates and may enter into derivatives transactions to manage our exposure to exchange rate risk.”

We have significant liquidity requirements, and adverse market and economic conditions may adversely affect our sources of liquidity, which could adversely affect our financial condition and results of operations.

We expect that our primary liquidity needs will consist of cash required to:

• continue to grow our business lines, including seeding new strategies, funding our capital commitments made to existing and future funds, and otherwise supporting investment vehicles that we sponsor;

• service any contingent liabilities that may give rise to future cash payments; and

• fund cash operating expenses and contingencies, including for litigation matters.

These liquidity requirements are significant and, in some cases, involve capital that will remain invested for extended periods of time. As of September 30, 2020, we had R$4.9 billion of remaining unfunded capital commitments to our investment funds. Our commitments to our funds will require significant cash outlays over time, and there can be no assurance that we will be able to generate sufficient cash flows from realizations of investments to fund them.

In the event that our liquidity requirements were to exceed available liquid assets for the reasons specified above or for any other reasons, we could be forced to sell assets or seek to raise debt or equity capital on unfavorable terms. For further discussion of our liquidity needs, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.”

Our earnings and cash flow are highly variable due to the nature of our business and we do not intend to provide earnings guidance, each of which may cause the value of interests in our business to be volatile.

Our earnings are highly variable from quarter to quarter due to the volatility of investment returns of most of our funds, other investment vehicles and our balance sheet assets and the transaction and other fees earned from our businesses. We recognize earnings on investments in our funds based on our allocable share of realized and unrealized gains (or losses) reported by such funds and for certain of our recent funds, when a performance hurdle is achieved. During times of market volatility the fair value of our funds and our balance sheet assets are more variable, and as publicly traded equity securities currently represent a significant proportion of the assets of many of our funds and balance sheet assets, volatility in the equity markets may have a significant impact on our reported results. A decline in realized or unrealized gains, a failure to achieve a performance hurdle or an increase in realized or unrealized losses, would adversely affect our profit for the period.

Net revenue from fund management, net revenue from performance fees and net revenue from advisory, which we recognize when contractually earned, can vary due to fluctuations in AUM, the number of investment transactions made by our funds, the number of portfolio companies we manage, the fee provisions contained in our funds and other investment products and transactions by our financial advisory services. In any particular quarter, fee income may vary significantly due to the variances in size and frequency of management and

36

performance fees, or fees received for our financial advisory services. We may create new funds or investment products or vary the terms of our funds or investment products (for example our funds now include performance hurdles), which may alter the composition or mix of our income from time to time.

We may also experience fluctuations in our results from quarter to quarter, including our net revenue from services rendered and profit for the period, due to a number of other factors, including changes in the values of our funds’ investments, changes in the amount of distributions or interest earned in respect of investments, changes in the number of completed transactions (such as merger and acquisition, or M&A, transactions and/or initial public offerings, or IPOs) for our financial advisory clients, changes in our operating expenses, the degree to which we encounter competition and general market and economic conditions. Such fluctuations may lead to variability in the value of interests in our business and cause our results for a particular period not to be indicative of our performance in future periods. It may be difficult for us to achieve steady growth in net income and cash flow on a quarterly basis, which could in turn lead to large adverse movements in the value of interests in our business.

We are entitled to receive performance fees when the return on assets under management, over a given period established in each fund’s private memorandum, exceeds certain return benchmarks or other performance benchmarks. The timing and receipt of performance fees from our investment funds are unpredictable and will contribute to the volatility of our cash flows. Performance fee payments from investments depend on our funds’ performance and opportunities for realizing gains, which may be limited. It takes a substantial period of time to identify attractive investment opportunities, to raise all the funds needed to make an investment and then to realize the cash value (or other proceeds) of an investment through a sale, public offering or other exit. To the extent an investment is not profitable, no performance fees will be received from our funds with respect to that investment and, to the extent such investment remains unprofitable, we will only be entitled to a management fee on that investment. Furthermore, certain vehicles and separately managed accounts may not provide for the payment of any performance fees at all. Even if an investment proves to be profitable, it may be several years before any profits can be realized in cash. We cannot predict when, or if, any realization of investments will occur. In addition, if finance providers, such as commercial and investment banks, make it difficult for potential purchasers to secure financing to purchase companies in our investment funds’ portfolio, it may decrease potential realization events and the potential to earn performance fees. A downturn in the equity markets would also make it more difficult to exit investments by selling equity securities. If we were to have a realization event in a particular quarter, the event may have a significant impact on our cash flows during the quarter that may not be replicated in subsequent quarters. A decline in realized or unrealized gains, or an increase in realized or unrealized losses, would adversely affect our investment income, which could further increase the volatility of our quarterly results.

The timing and receipt of performance fees also vary with the life cycle of certain of our funds. Our performance-paying funds that have completed their investment periods and are able to realize mature investments, sometimes referred to as being in a “harvesting period,” are more likely to make larger distributions than our performance-paying funds that are in their fundraising or investment periods that precede the harvesting period. During times when a significant portion of our AUM is attributable to performance-paying funds that are not in their harvesting periods, we may receive substantially lower performance fee distributions.

Our investment management activities may involve investments in relatively high-risk, illiquid assets, and we and our clients may lose some or all of the amounts invested in these activities or fail to realize any profits from these activities for a considerable period of time.

The investments made by our funds may include high-risk, illiquid assets. We have made and expect to continue to make investments alongside our investors, as the general partner, in our existing funds and certain customized separate accounts and in any new private markets funds we may establish in the future. The private markets funds in which we invest capital generally invest in securities that are not publicly traded. Even if such securities are publicly traded, many of these funds may be prohibited by contract or applicable securities laws

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from selling such securities for a period of time. Such funds will generally not be able to sell these securities publicly unless their sale is registered under applicable securities laws, or unless an exemption from such registration requirements is available. Accordingly, the private markets funds in which we invest our clients’ capital may not be able to sell securities when they desire and therefore may not be able to realize the full value of such securities. The ability of private markets funds to dispose of investments is dependent in part on the public equity and debt markets, to the extent that the ability to dispose of an investment may depend upon the ability to complete an IPO of the portfolio company in which such investment is held or the ability of a prospective buyer of the portfolio company to raise debt financing to fund its purchase. Furthermore, large holdings of publicly traded equity securities can often be disposed of only over a substantial period of time, exposing the investment returns to risks of downward movement in market prices during the disposition period. Contributing capital to these funds is risky, and we may lose some or the entire amount of our specialized funds’ and our clients’ investments.

The portfolio companies in which private markets funds have invested or may invest will sometimes involve a high degree of business and financial risk. These companies may be in an early stage of development, may not have a proven operating history, may be operating at a loss or have significant variations in operating results, may be engaged in a rapidly changing business with products subject to a substantial risk of obsolescence, may be subject to extensive regulatory oversight, may require substantial additional capital to support their operations, to finance expansion or to maintain their competitive position, may have a high level of leverage, or may otherwise have a weak financial condition.

In addition, these portfolio companies may face intense competition, including competition from companies with greater financial resources, more extensive development, manufacturing, marketing, and other capabilities, and a larger number of qualified managerial and technical personnel. Our portfolio companies may be subject to additional risks, including changes in currency exchange rates, exchange control regulations, risks associated with different types (and lower quality) of available information, expropriation or confiscatory taxation and adverse political developments, which risks may be exacerbated for any portfolio companies that may be organized in jurisdictions outside of Brazil. In addition, during periods of difficult market conditions or slowdowns in a particular investment category, industry or region, portfolio companies may experience decreased revenues, financial losses, difficulty in obtaining access to financing and increased costs. During these periods, these companies may also have difficulty in expanding their businesses and operations and may be unable to pay their expenses as they become due. A general market downturn or a specific market dislocation may result in lower investment returns for the private markets funds or portfolio companies in which our specialized funds and customized separate accounts invest, which consequently would materially and adversely affect investment returns for our specialized funds and customized separate accounts. Furthermore, if the portfolio companies default on their indebtedness, or otherwise seek or are forced to restructure their obligations or declare bankruptcy, we could lose some or all of our investment and also suffer reputational harm.

We may pursue investment opportunities that involve business, regulatory, legal or other complexities.

We may pursue investment opportunities that have unusually complex business, regulatory and/or legal aspects to them. This complexity presents risks, as such transactions can be more difficult, expensive and time-consuming to finance and execute, it can be more difficult to manage or realize value from the assets acquired in such transactions and such transactions sometimes involve a higher level of regulatory scrutiny or a greater risk of contingent liabilities. Any of these risks could materially and adversely affect our business, financial condition and results of operations.

Our funds may face risks relating to undiversified investments.

While we have a policy of maintaining diversification in accordance with fund objectives and, where applicable, mandatory fund allocation rules, there can be no assurance as to the degree of diversification, if any, that will be achieved in any fund investments. Difficult market conditions or slowdowns affecting a particular

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asset class, geographic region or other category of investment could have a significant adverse impact on a given fund if its investments are concentrated in that area, which would result in lower investment returns. Accordingly, a lack of diversification on the part of a fund could adversely affect its investment performance and, as a result, our business, financial condition and results of operations.

Investments by our funds may in many cases rank junior to investments made by other investors.

In many cases, the companies in which our funds invest have indebtedness or equity securities, or may be permitted to incur indebtedness or to issue equity securities, that rank senior to our clients’ investments in our specialized funds, customized separate accounts or advisory accounts. By their terms, these instruments may provide that their holders are entitled to receive payments of dividends, interest or principal on or before the dates on which payments are to be made in respect of our clients’ investments. Also, in the event of bankruptcy or liquidation of a company in which one or more of our funds hold an investment, holders of securities ranking senior to our clients’ investments would typically be entitled to receive payment in full before distributions could be made in respect of our clients’ investments. After repaying senior security holders, the company may not have any remaining assets to use for repaying amounts owed in respect of our clients’ investments. To the extent that any assets remain, holders of claims that rank equally with our clients’ investments would be entitled to share on an equal and ratable basis in distributions that are made out of those assets. Also, during periods of financial distress or following an insolvency, our ability to influence a company’s affairs and to take actions to protect investments by our funds may be substantially less than that of those holding senior interests, which could adversely affect our business, financial condition and results of operations.

A decline in the pace or size of investment by our funds would result in our receiving less revenue from fees.

The performance fees (including realized and unrealized performance fees) and management fees that we earn are driven in part by the pace at which our funds make investments and the size of those investments. Any decline in that pace or the size of investments would reduce our revenue from transaction and management fees. Likewise, during an attractive selling environment, our funds may capitalize on increased opportunities to exit investments. Any increase in the pace at which our funds exit investments, if not offset by new commitments and investments, would reduce future management fees. Additionally, in certain of our funds that derive management fees only on the basis of invested capital, the pace at which we make investments, the length of time we hold such investment and the timing of disposition will directly impact our revenues. Many factors could cause such a decline in the pace of investment or the transaction and management fees we receive, including:

• the inability of our investment professionals to identify attractive investment opportunities;

• competition for such opportunities among other potential acquirers;

• unfavorable market and economic conditions;

• decreased availability of capital on attractive terms;

• our failure to consummate identified investment opportunities because of business, regulatory or legal complexities and adverse developments in the Brazilian or global economy or financial markets;

• default by the investors of our investment funds on their contractual obligation to pay-in capital calls as requested by us or the third-party managers with whom we invest, impairing the ability to deploy capital at the intended rate;

• terms we may agree with or provide to our fund investors or investors in separately managed accounts with respect to fees such as increasing the percentage of transaction or other fees we may share with our fund investors; and

• new regulations, guidance or other actions provided or taken by regulatory authorities.

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Given our focus on achieving investment performance that exceeds the performance of our main competitors, and on maintaining and strengthening investor relations, we may reduce our AUM, restrain its growth, reduce our fees or otherwise alter the terms under which we do business when we deem it in the best interests of our investors—even in circumstances where such actions might be contrary to the near-term interests of holders of our Class A common shares.

From time to time if we decide it is in the best interests of all stakeholders, we may take actions that could reduce the profits we could otherwise realize in the short term. While we believe that our commitment to treating our investors fairly is in the long-term interest of us and our shareholders, we may take actions that could adversely impact our short-term profitability, and there is no guarantee that such actions will benefit us in the long term. The means by which we seek to achieve investment performance that exceeds the performance of our main competitors in each of our strategies could include limiting the AUM in our strategies to an amount that we believe can be invested appropriately in accordance with our investment philosophy and current or anticipated economic and market conditions. Additionally, we may voluntarily reduce management fee rates and terms for certain of our funds or strategies when we deem it appropriate, even when doing so may reduce our short-term revenue. For instance, in order to enhance our relationship with certain fund investors, we have reduced management fees or ceased charging management fees on certain funds in specific instances. In certain investment funds, we have agreed to charge management fees based on invested capital or net asset value as opposed to charging management fees based on committed capital.

We have increasingly undertaken business initiatives to increase the number and type of investment products we offer to retail investors, which could expose us to new and greater levels of risk.

Although retail investors have been part of our historic distribution efforts, we have increasingly undertaken business initiatives to increase the number and type of investment products we offer to high net worth individuals, family offices and other mass affluent investors. In some cases we seek to distribute our funds to such retail investors indirectly through feeder funds sponsored by brokerage firms, private banks or third party feeder providers, and in other cases directly to the qualified clients of private banks, independent investment advisors and brokers. In other cases we create investment funds specifically designed for direct investment by retail investors. Our initiatives to access retail investors entail the investment of resources and our objectives may not be fully realized.

Accessing retail investors and selling retail directed products exposes us to new and greater levels of risk, including heightened litigation and regulatory enforcement risks. To the extent we distribute retail products through new channels, including through unaffiliated firms such as digital distribution platforms, we may not be able to effectively monitor or control the manner of their distribution, which could result in litigation against us, including with respect to, among other things, claims that products distributed through such channels are distributed to customers for whom they are unsuitable or distributed in any other inappropriate manner. Although we seek to ensure through due diligence and onboarding procedures that the channels through which retail investors access our investment products conduct themselves responsibly, to the extent that our investment products are being distributed through third parties, we are exposed to reputation damage and possible legal liability to the extent such third parties improperly sell our products to investors. Similarly, the hiring of employees to oversee independent advisors and brokers presents risks if they fail to follow training, review and supervisory procedures. In addition, the distribution of retail products through new channels whether directly or through market intermediaries could expose us to additional regulatory risk in the form of allegations of improper conduct and/or actions by regulators against us with respect to, among other things, product suitability, conflicts of interest and the adequacy of disclosure to customers to whom our products are distributed through those channels.

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Our inability to raise additional or successor funds (or raise successor funds of a size comparable to our predecessor funds) could have a material adverse impact on our business.

Our current private equity funds and certain other funds and investment vehicles have a finite life and a finite amount of commitments from fund investors. Once a fund nears the end of its investment period, our success depends on our ability to raise additional or successor funds in order to keep making investments and, over the long term, earning management fees (although our funds and investment vehicles continue to earn management fees after the expiration of their investment periods, they are generally at a reduced rate). Even if we are successful in raising successor funds, to the extent we are unable to raise successor funds of a size comparable to our predecessor funds or the extent that we are delayed in raising such successor funds, our revenues may decrease as the investment periods of our predecessor funds expire and associated fees decrease. The performance of our funds also impacts our ability to raise capital, and deterioration in the performance of our funds would result in challenges with regard to future fundraising. The evolving preferences of our fund investors may necessitate that alternatives to the traditional investment fund structure, such as separately managed accounts, smaller funds and co-investment vehicles, become a larger part of our business going forward. This could increase our cost of raising capital at the scale we have historically achieved. Furthermore, in order to raise capital for new strategies and products without drawing capital away from our existing products, we will need to seek new sources of capital such as individual investors.

Our ability to raise new funds could also be hampered if the general appeal of private equity and alternative investments were to decline. An investment in a limited partner interest in a private equity fund is less liquid than an exchange-traded instrument and the returns on such investment may be more volatile than returns on an investment in securities for which there is a more active and transparent market. Private equity and alternative investments could fall into disfavor as a result of concerns about liquidity and short-term performance. Institutional investors in private equity funds that have suffered from decreasing returns, liquidity pressure, increased volatility or difficulty maintaining target asset allocations may materially decrease or temporarily suspend making new investments in private equity funds. Such concerns could be exhibited, in particular, by public pension funds, which have historically been among the largest investors in alternative assets. Many public pension funds are significantly underfunded and their funding problems have been, and may in the future be, exacerbated by economic downturns. Concerns with liquidity could cause such public pension funds to reevaluate the appropriateness of alternative investments, and other institutional investors may reduce their overall portfolio allocations to alternative investments. This could result in a smaller overall pool of available capital in our industry. There is no assurance that the amount of commitments investors are making to alternative investment funds will continue at recent levels or that our ability to raise capital from investors will not be hampered.

In addition, the asset allocation rules or regulations or investment policies to which such third-party investors are subject could inhibit or restrict the ability of third-party investors to make investments in our investment funds. Coupled with a lack of distributions from their existing investment portfolios, many of these investors may have been left with disproportionately outsized remaining commitments to, and invested capital in, a number of investment funds, which may significantly limit their ability to make new commitments to third-party managed investment funds such as those advised by us.

Fund investors may also seek to redeploy capital away from certain of our credit or other non-private equity investment vehicles, which permit redemptions on relatively short notice in order for investors to meet liquidity needs or invest in other asset classes. We believe that our ability to avoid excessive redemption levels primarily depends on our funds’ continued satisfactory performance, although redemptions may also be driven by other factors important to our fund investors, including their need for liquidity and compliance with investment mandates, even if our performance is superior. Investors’ liquidity needs tend to be more pronounced during periods of market volatility. Any such redemptions would decrease our AUM and revenues.

The number of funds raising capital varies from year to year, and in years where relatively few funds are raising capital, the growth of our AUM and associated fees may be significantly lower. There is no assurance that

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the raising of funds for new strategies or successor funds will experience success similar to our existing or predecessor funds in the future.

If we cannot make the necessary investments to keep pace with rapid developments and change in our industry, the use of our services could decline, reducing our revenues.

The financial services market in which we compete is subject to rapid and significant changes. This market is characterized by rapid technological change, new product and service introductions, evolving industry standards, changing client needs and the entrance of non-traditional competitors. In order to remain competitive and maintain and enhance customer experience and the quality of our services, we must continuously invest in projects to develop new products and features. These projects carry risks, such as cost overruns, delays in delivery, performance problems and lack of client adoption. There can be no assurance that we will have the funds available to maintain the levels of investment required to support our projects, and any delay in the delivery of new services or the failure to differentiate our services or to accurately predict and address market demand could render our services less desirable, or even obsolete, to our clients.

In addition, the services we deliver are designed to process highly complex transactions and provide reports and other information concerning those transactions, all at high volumes and processing speeds. Any failure to deliver an effective and secure service, or any performance issue that arises with a new service, could result in significant processing or reporting errors or other losses. As a result of these factors, our development efforts could result in increased costs and/or we could experience a loss in business that could reduce our earnings or could cause a loss of revenue if promised new services are not timely delivered to our clients or do not perform as anticipated. We also rely in part, and may in the future rely in part, on third parties for the development of, and access to, new technologies. Our future success will depend in part on our ability to develop or adapt to technological changes and evolving industry standards. We cannot predict the effects of technological changes on our business. If we are unable to develop, adapt to or take advantage of technological changes or evolving industry standards on a timely and cost-effective basis, our business, financial condition and results of operations could be materially adversely affected.

Furthermore, our competitors may have the ability to devote more financial and operational resources than we can to the development of new technologies and services that provide improved functionality and features to such competitors’ existing service offerings. If successful, their development efforts could render our services less desirable to clients, resulting in the loss of clients or a reduction in the performance and management fees and financial services advisory fees we could generate from our service offerings, which could adversely affect our business, financial condition and results of operations.

The success of our business depends on the identification and availability of suitable investment opportunities for our clients.

Our success largely depends on the identification and availability of suitable investment opportunities for our clients. The availability of investment opportunities will be subject to market conditions and other factors outside of our control and the control of the fund managers with which we invest. Past returns of our funds have benefited from investment opportunities and general market conditions that may not continue or reoccur, including favorable borrowing conditions in the debt markets, and there can be no assurance that our funds, or the underlying funds in which we invest, will be able to avail themselves of comparable opportunities and conditions. There can also be no assurance that the private markets funds we manage will be able to identify sufficient attractive investment opportunities to meet their investment objectives. Further, the due diligence investigations we conduct before investments are made by our funds may not uncover all facts relevant to the suitability of such opportunities. See “—Our due diligence processes for investments may not reveal all relevant facts, which could result in a material adverse effect on our business and financial condition.”

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Substantial and increasingly intense competition within our industry may harm our business.

The financial services market is highly competitive. Our growth will depend on a combination of the continued expansion of the financial services we offer and our ability to increase our market share. Our primary competitors include other alternative investment advisors as well as traditional financial services providers such as affiliates of financial institutions and well-established financial services companies in Brazil. We also face competition from non-traditional financial services providers that have significant financial resources and develop different kinds of services.

Many of our competitors may have substantially greater financial, technological, operational and marketing resources than we do. Accordingly, these competitors may be able to offer more attractive fees to our current and prospective clients, especially our competitors that are affiliated with financial institutions. If competition causes us to reduce the performance and management fees and financial services advisory fees we charge for our services, we will need to aggressively control our costs in order to maintain our profit margins and our revenues may be adversely affected. Moreover, we may not be successful in reducing or controlling costs and our margins may be adversely affected. In particular, we may need to reduce the performance and management fees and financial services advisory fees we charge in order to maintain market share, as clients may demand more customized and favorable pricing from us. We may also decide to terminate client relationships which may no longer be profitable to us due to such pricing pressure. Competition could also result in a loss of existing clients, and greater difficulty in attracting new clients. One or more of these factors could have a material adverse effect on our business, financial condition and results of operations. For further information regarding our competition, see “Business—Competition.”

Client attrition could cause our revenues to decline and the degradation of the quality of the products and services we offer, including support services, could adversely impact our ability to attract and retain clients and partners.

We experience client attrition resulting from several factors, including, among others, closures of businesses of our clients, transfers of investments to our competitors and lack of client satisfaction with investment returns and overall customer relationship and investor experience. We cannot predict the level of attrition in the future and our revenues could decline as a result of higher-than-expected attrition, which could have a material adverse effect on our business, financial condition and results of operations. Furthermore, should we not be successful in selling additional solutions or investment opportunities to our clients, we may fail to achieve our desired rate of growth.

Moreover, our clients expect a consistent level of quality on our investment platform. If the reliability, performance or functionality of our products and services is compromised or the quality of those products or services is otherwise degraded, we could lose existing clients and find it harder to attract new clients and partners, which could adversely affect our business, financial condition and results of operations.

Poor performance by our funds may adversely affect our brand and reputation, the performance fees and investment income received by us, and our growth and ability to raise capital for future funds.

In the event that our funds were to perform unsatisfactorily, in particular if this were the case for a larger fund, this may lead to difficulties for Vinci Partners in attracting fund investors and raising capital for new funds in the future. Poor performance by our funds could also result in a reduction in the performance fees expected to be received by us and the amount of performance fees ultimately received by us or could even result in us receiving no performance fees at all. Fund investors in future Vinci Partners funds may negotiate a lower management fee or a lower allocation of performance fees and investment income to us and the economic terms of our future funds may be less favorable to us than those of existing Vinci Partners funds.

The performance of our funds is always measured against the performance of competitors’ funds and public markets performance, and there is subsequently a risk that, even if our funds perform in line with expectations,

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where our competitors’ funds or public markets perform better by comparison, this may have an adverse effect on Vinci Partners’ ability to retain or attract fund investors and further adversely affect our ability to negotiate management fee rates or other economic terms of our future funds.

The performance of our funds could be adversely affected by a number of factors, for instance if competition for investment opportunities, on which a particular Vinci Partners fund is focused, increases. Competition for investment opportunities is based primarily on the ability to source such investment opportunities, the pricing, terms and structure of a proposed investment and the certainty of execution. Competition for investment opportunities is also influenced by our funds’ historical returns. For example, a Vinci Partners fund may be chosen as the preferred acquirer because of our history even where competitors are on equal or better footing in terms of pricing at the time of investment; conversely, a Vinci Partners fund may lose out on a potential investment if Vinci Partners was damaged by poor performance, even where a Vinci Partners fund offered better pricing terms than its competitors. Our funds may have been created under different organizational structures with the result that applicable laws and investment limitations might differ from current or future funds. Further, there is a risk that current and future Vinci Partners funds will not benefit from investment opportunities and general market conditions from historical periods. In addition, Vinci Partners funds could also generate lower returns on investments or experience increased risks of investment losses in situations where Vinci Partners offers more aggressive terms for certain investment opportunities when participating in competitive sales processes.

We are subject to risks relating to the dilution of our corporate culture and Brazilian heritage.

We have a strong corporate culture and continuously work to uphold this corporate culture within our organization. Our growth across new product offerings, investment opportunities, asset classes and markets may lead to organizational and cultural challenges. Without the existence of thoughtful strategies aimed at maintaining corporate culture despite rapid growth, there is a risk that our corporate culture will be diluted and our values will change over time. Our focus on our personnel has further been decisive in retaining employees and maintaining good organizational health.

Dilution of our corporate culture and of our Brazilian heritage may lead to key employees leaving us, a change in our leadership style or additional strain on our ability to successfully integrate new employees, new systems or other resources. If we do not uphold our corporate culture, this may also adversely affect our ability to retain and recruit investment advisory professionals and other key personnel. Our personnel is our most important asset, and a dilution of our corporate culture could have a material adverse effect on our continued development, which could adversely affect our business, financial condition and results of operations.

Changed trends in the Brazilian and in the global savings markets or in the private markets industry may adversely affect us.

We are affected by trends in the market for management of savings assets, which market has grown significantly in recent years. Growth has been primarily driven by investment returns, most notably rising equity market values. However, net inflows have made an increasing contribution towards overall growth in industry-wide AUM in recent years. The Brazilian basic interest rate, known as the SELIC rate, has been decreasing in recent years from 14.25% in October 2016 to the current annual rate of 2.00%, an all-time low. This rapid and significant decrease has created an environment beneficial to alternative asset management products, accelerating the migration of retail and institutional investors in Brazil from fixed-income products to alternative investments, such as ours. If basic interest rates are increased, this could result in a significant slowdown in our AUM growth and could necessitate a shift by us to investments in other asset classes or change our mix of investments, and we may not be able to generate the same investment returns that we have generated historically, or could experience a loss on in investments in real terms. In addition, if the positive trends in the asset management industry do not continue or if the industry were to be subject to negative trends, this may impede our ability to raise capital for new funds. Furthermore, fund investors’ investment returns can be impacted by overall public share prices and a decrease in share prices may affect our funds’ returns to fund investors.

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While we believe the current macroeconomic and interest rate environment has been favorable for our business, driving migration toward alternative investments, such as those that we offer, there is a risk that fund investors may, for instance due to an overall downturn in the public markets, end up over-allocated to private markets, which in turn could have a negative impact on our ability to raise capital for new funds. This may also lead to increased competition from new entrants and established players, making it more difficult for us to source suitable investment opportunities for our funds. For example, within the private equity sector, competitors include Advent International Ltd., Patria Investments Ltd. (in partnership with The Blackstone Group Inc.), Kinea Investimentos Ltda. and Kinea Private Equity Investimentos S.A. (which we refer to together as Kinea), and The Carlyle Group. Within the infrastructure sector, competitors include Patria and Perfin Administração de Recursos Ltda. Within the real estate sector, competitors include Kinea, XP Inc., Banco BTG Pactual S.A. and Credit Suisse Hedging-Griffo (through Credit Suisse Hedging-Griffo Wealth Management S.A. and Credit Suisse Hedging-Griffo Corretora de Valores S.A.). Within the credit sector our main competitors are the large Brazilian banks, including Itau Unibanco S.A., Banco Bradesco S.A., Banco do Brasil and Banco Santander (Brasil) S.A., and investment platforms tied to other financial institutions, including Kinea, XP Inc. and Banco BTG Pactual S.A. Our financial advisory services compete against those of local and international boutique mergers and acquisitions advisory firms. Alternatively, for a variety of reasons, fund investor sentiment may turn against private markets investing. For example, the returns generated by private markets may decline, and other asset classes or investment opportunities may be perceived to offer superior returns. Certain institutional fund investors are also demonstrating a preference to “in-source” their own investment advisory professionals. Such institutional investors may cease to invest in, or reduce their allocations to, our funds, as well as potentially become competitors of Vinci Partners and our funds, all of which could adversely affect our earning potential.

To meet the demands of fund investors, we have a multi-strategy platform including, inter alia, Private Equity, Real Estate, Infrastructure and Credit, enabling fund investors to simplify their investment manager relationships by investing across multiple investment strategies with the same manager. If fund investor requirements and preferences change, this could adversely affect the level of interest for investing in specific asset classes or investing in our funds. Such changes may impede our ability to raise capital for new funds, which could adversely affect our business, financial condition and results of operations.

We may face damage to our professional reputation and legal liability if our services are not regarded as satisfactory or for other reasons.

As an asset management firm, we depend to a large extent on our relationships with our clients and our reputation for integrity and high-caliber professional services to attract and retain clients. As a result, if a client is not satisfied with our services, such dissatisfaction may be more damaging to our business than to other types of businesses.

In recent years, the volume of claims and amount of damages claimed in litigation and regulatory proceedings against financial advisors has been increasing. Our asset management and advisory activities may subject us to the risk of significant legal liabilities to our clients and third parties, including our clients’ stockholders or beneficiaries, under securities or other laws and regulations for materially false or misleading statements made in connection with securities and other transactions. In our investment management business, we make investment decisions on behalf of our clients that could result in substantial losses. Any such losses also may subject us to the risk of legal and regulatory liabilities or actions alleging negligent misconduct, breach of fiduciary duty or breach of contract. Moreover, litigation risk may also arise from a perception from investors that any investment opportunity identified by us that is appropriate for two or more investment funds in a manner that excludes one or more funds or results in a disproportionate allocation based on factors or criteria that we determine is inconsistent with the fiduciary obligations of our subsidiaries under applicable law, governing fund agreements or Vinci Partners’ own policies. These risks often may be difficult to assess or quantify and their existence and magnitude often remain unknown for substantial periods of time. We may incur significant legal expenses in defending litigation. In addition, negative publicity and press speculation about us, our investment activities or the private markets in general, whether or not based in truth, or litigation or regulatory action against

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us or any third-party managers with whom we invest directly or indirectly involving us may tarnish our reputation and harm our ability to attract and retain clients. Substantial legal or regulatory liability could materially and adversely affect our business, financial condition or results of operations or cause significant reputational harm to us, which could seriously harm our business.

We are subject to increasing scrutiny from certain investors with respect to the governance and/or the social and environmental impact of investments made by our funds, which may constrain capital deployment opportunities for our funds and adversely impact our ability to raise capital from such investors.

In recent years, certain investors, especially pension funds, have placed increasing importance on the negative impacts of investments made by the private equity and other funds to which they commit capital, including with respect to environmental, social and governance, or ESG, matters. Certain investors have also demonstrated increased activism with respect to existing investments, including by urging asset managers to take certain actions that could adversely impact the value of an investment, or refrain from taking certain actions that could improve the value of an investment. At times, investors have conditioned future capital commitments on the taking or refraining from taking of such actions. Increased focus and activism related to ESG and similar matters may constrain our capital deployment opportunities, and the demands of certain investors may further limit the types of investments that are available to our funds. In addition, investors may decide to withdraw previously committed capital from our funds (where such withdrawal is permitted) or to not commit capital to future fundraises as a result of their assessment of our approach to and consideration of the social cost of investments made by our funds. To the extent our access to capital from investors, including pension funds, is impaired, we may not be able to maintain or increase the size of our funds or raise enough capital for new funds, which may adversely impact our revenues.

Unauthorized disclosure, destruction or modification of data, through cybersecurity breaches, computer viruses or otherwise, or disruption of our services could expose us to liability and protracted and costly litigation and damage our reputation.

Our business involves the collection, storage, processing and transmission of customers’ personal data, including names, addresses, identification numbers, bank account numbers and trading and investment portfolio data. An increasing number of organizations, including large clients and businesses, other large technology companies, financial institutions and government institutions, have disclosed breaches of their information technology systems, some of which have involved sophisticated and highly targeted attacks, including on portions of their websites, networks or infrastructure, or those of third parties who provide services to them. We could also be subject to breaches of security by hackers. Threats may derive from human error, fraud or malice on the part of employees or third-party service providers, or may result from accidental technological failure. Concerns about security are increased when we transmit information. Electronic transmissions can be subject to attack, interception or loss. Also, computer viruses and malware can be distributed and spread rapidly over the internet and could infiltrate our systems or those of our associated participants, which can impact the confidentiality, integrity and availability of information, and the integrity and availability of our products, services and systems, among other effects. Denial of service or other attacks could be launched against us for a variety of purposes, including interfering with our services or creating a diversion for other malicious activities. These types of actions and attacks could disrupt our delivery of products and services or make them unavailable, which could damage our reputation, force us to incur significant expenses in remediating the resulting impacts, expose us to uninsured liability, subject us to lawsuits, fines or sanctions, distract our management or increase our costs of doing business.

In the scope of our activities, we share information with third parties, commercial partners, third-party service providers and other agents, who collect, process, store and transmit sensitive data, and we may be held responsible for any failure or cybersecurity breaches attributed to these third parties insofar as they relate to the information we share with them. The loss, destruction or unauthorized modification of data by us or such third parties or through systems we provide could result in significant fines, sanctions and proceedings or actions

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against us by governmental bodies or third parties, which could have a material adverse effect on our business, financial condition and results of operations. Any such proceeding or action, and any related indemnification obligation, could damage our reputation, force us to incur significant expenses in defense of these proceedings, distract our management, increase our costs of doing business or result in the imposition of financial liability.

Our encryption of data and other protective measures may not prevent unauthorized access to or use of sensitive data. A breach of our system or of the system of one of our commercial partners or third-party service providers may subject us to material losses or liability, including fines. A misuse of such data or a cybersecurity breach could harm our reputation and deter clients from using our products and services, thus reducing our revenues. In addition, any such misuse or breach could cause us to incur costs to correct the breaches or failures, expose us to uninsured liability, increase our risk of regulatory scrutiny, subject us to lawsuits, and result in the imposition of material penalties and fines under state and federal laws or regulations.

We cannot assure you that there are written agreements in place with every third party or that such written agreements will prevent the unauthorized use, modification, destruction or disclosure of data or enable us to obtain reimbursement from such third parties in the event we should suffer incidents resulting in unauthorized use, modification, destruction or disclosure of data. Any unauthorized use, modification, destruction or disclosure of data could result in protracted and costly litigation, which could have a material adverse effect on our business, financial condition and results of operations.

Cybersecurity incidents are increasing in frequency and evolving in nature and include, but are not limited to, installation of malicious software, unauthorized access to data and other electronic security breaches that could lead to disruptions in systems, unauthorized release of confidential or otherwise protected information and the corruption of data. Given the unpredictability of the timing, nature and scope of information technology disruptions, there can be no assurance that the procedures and controls we employ will be sufficient to prevent security breaches from occurring and we could be subject to the manipulation or improper use of our systems and networks or financial losses from remedial actions, any of which could have a material adverse effect on our business, financial condition and results of operations.

Further, as a result of the COVID-19 pandemic, we have increased the number of our employees working remotely. This may cause increases in the unavailability of our systems and infrastructure, interruption of telecommunication services, generalized system failures and heightened vulnerability to cyberattacks. Accordingly, our ability to conduct our business may be adversely impacted.

We will be subject to risks related to noncompliance with data protection laws and the new Brazilian General Data Protection Law, which provides for application of sanctions, including financial penalties, in case of noncompliance.

In 2018, the President of Brazil approved Brazilian Law No. 13,709/2018, named the General Personal Data Protection Law (Lei Geral de Proteção de Dados), or the LGPD, which came into force on September 18, 2020, a comprehensive data protection law establishing the general principles and obligations that apply across multiple economic sectors and contractual relationships. Certain aspects of the LGPD will be subject to further regulation to be enacted by the National Data Protection Authority, which is not operational yet, and should result in changes to the LGPD’s approach that are not yet defined as of the date of this prospectus. However, the administrative sanctions provisions of LGPD will only become enforceable as of August 1, 2021, pursuant to Law No. 14,010/2020. The LGPD establishes detailed rules for the collection, use, processing and storage of personal data in all economic sectors, regardless of whether data is collected in a digital or physical environment. Once the administrative sanctions of the LGPD become enforceable, in the event of a violation of the LGPD, we may be subject to (1) legal notices and the required adoption of corrective measures, (2) fines of up to 2% of the our or our economic group’s revenues up to a limit of R$50.0 million per infraction, (3) publication of the infraction following confirmation of its occurrence, (4) the blocking and erasing of personal data involved in the infraction, (5) partial or complete suspension of the infringing processing activities for up to one year and

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(6) partial or complete prohibition to engage in processing activities. The effectiveness of such administrative sanctions, however, has been postponed to August 2021. Moreover, we may be liable for property, moral, individual or collective damages caused by us, including by third party providers that process personal data for us, and jointly liable for property, moral, individual or collective damages caused by our subsidiaries, due to non-compliance with the obligations established by the LGPD and certain other sector-specific laws and regulations on data protection still in force. If we are unable to use sufficient measures to protect the personal data we manage and store or to maintain compliance with the LGPD, we may incur material costs which could have an adverse effect in our reputation and results of operations.

We may be held liable for material, punitive, individual or collective damages to the data subjects due to its processing and treatment and could be held individually or severally responsible for material, punitive, individual or collective damages caused by us, our subsidiaries, service providers that process personal data on our behalf or our affiliates due to non-compliance with the obligations set forth by the LGPD, which may adversely affect our reputation and results and, consequently, the value of our Class A common shares.

In the event of failure or insufficiency in the adoption of measures to protect the personal data that is processed or to maintain compliance with the Brazilian General Data Protection Law, we may incur relevant costs, such as the payment of fines and indemnities, implementation of adjustment measures, and loss of business, as well as such failure or insufficiency having an adverse effect on our reputation and results of operations. As a result, we may be held liable even before the Brazilian General Data Protection Law sanctions come into force since consumer protection authorities and the Public Prosecutor’s Office have already been active in pursuing data privacy violations even before the LGPD became effective. Accordingly, failures in the protection of the personal data processed by us, or any failure to implement adequate data protection measures in response to applicable legislation, may subject us to high fines, the disclosure of the incident to the market, the payment of indemnities, the elimination of personal data from the database in question and the suspension of access to our databases, prohibition of our activities related to the processing of infringed data in addition to civil sanctions, which may adversely affect our reputation and results.

In addition, despite the fact that the administrative sanctions of the LGPD will not become applicable until August 2021, the application of administrative sanctions under other laws that deal with privacy and data protection issues may still apply, such as the Consumer Protection Code and the Brazilian Civil Rights Framework for the Internet. These administrative sanctions may be imposed by other public authorities, such as the Public Prosecutors’ Offices, the National Consumer Secretariat and consumer protection agencies. We may also be subject to liability in the civil sphere for violation of these laws. Sanctions imposed against us by these authorities may also adversely affect our reputation and results and, consequently, the value of our Class A common shares.

Our business depends on our well-regarded, reliable brand, and any failure to maintain, protect, and enhance our brand and related brands, including through effective marketing and communications strategies, would harm our business.

We have developed a well-regarded and reliable brand, “Vinci Partners,” that has contributed significantly to the success of our business. Maintaining, protecting, and enhancing our brands is critical to expanding our client base, and our relationships with other third-party partners, as well as increasing engagement with our products and services. This will depend largely on our ability to remain widely known, maintain trust, be a technology leader, and continue to provide high-quality and secure products and services. Any negative publicity about our industry or our company, the quality, reliability and performance of our products and services, our risk management processes, changes to our products and services, our ability to effectively manage and resolve client complaints, our privacy and security practices, litigation, regulatory activity, and the experience of clients with our products or services could adversely affect our reputation and the confidence in and use of our products and services. Harm to our brands can arise from many sources, including failure by us or our partners to satisfy expectations of service and quality, inadequate protection of personal information, compliance failures and

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claims, litigation and other claims, third-party trademark infringement claims, administrative proceedings at the applicable national trademark offices, employee misconduct, and misconduct by our partners, service providers, or other counterparties. If we do not successfully maintain well-regarded and widely known brands, our business could be materially and adversely affected.

We may in the future be the target of incomplete, inaccurate, and misleading or false statements about our company, our business, and our products and services that could damage our brands and materially deter people from adopting our services. Negative publicity about our company or our management, including about our product quality, reliability and performance, changes to our products and services, privacy and security practices, litigation, regulatory enforcement, and other actions, as well as the actions of our clients and other users of our services, even if inaccurate, could cause a loss of confidence in us. Our ability to respond to negative statements about us may be limited by legal prohibitions on permissible public communications by us during our initial public offering process or during future periods.

In addition, we believe that promoting our brands in a cost-effective manner is critical to achieving widespread acceptance of our products and services and to expanding our base of clients. Our brand promotion activities may not generate customer awareness or increase revenue, and even if they do, any increase in revenue may not offset the expenses we incur in building our brands. If we fail to successfully promote and maintain our brands or if we incur excessive expenses in this effort, our business could be materially and adversely affected.

The introduction and promotion of new services, as well as the promotion of existing services, may be partly dependent on our visibility on third-party advertising platforms, such as LinkedIn, Google, Facebook or Instagram. Changes in the way these platforms operate or changes in their advertising prices or other terms could make the maintenance and promotion of our products and services and our brands more expensive or more difficult. If we are unable to market and promote our brands on third-party platforms effectively, our ability to acquire new clients would be materially harmed, which could adversely affect our business, financial condition and results of operations.

Large investments made by certain of our funds may involve certain complexities and risks that may not be encountered in the context of small- and medium-sized investments and concentrated positions in any of our funds may expose us to losses.

Where our funds make large investments, these may involve certain complexities and risks that may not be encountered in small- and medium-sized investments. For example, larger transactions may be more difficult to finance or may entail greater challenges in implementing changes in the relevant portfolio company’s management, culture, finances or operations, and may face greater scrutiny by regulators, interest groups and other third parties. Further, in larger transactions, the amount of equity capital required to complete an investment has increased significantly. This has resulted in some larger private equity deals being structured as consortium transactions. Consortium transactions generally entail a reduced level of control over the investment because governance rights must be shared with the other consortium investors. Accordingly, in such deals, our funds may not be able to separately control decisions relating to a consortium investment and the timing and nature of any exit. In addition, large investments could result in concentrated positions in certain of our funds, or certain of our funds may have concentrated positions in the securities of certain issuers or of issuers of a particular industry, country or region, which could expose us to losses in respect of such issuer, industry, country or region. Any of these factors could increase the risk that our funds’ larger investments could be less successful than investments over which the relevant Vinci Partners fund has full control or has a more diversified position. The consequences of an unsuccessful larger investment by a Vinci Partners fund could be more severe given the size of the investment and any such adverse consequences could, in turn, have a material adverse impact on our brand and reputation as well as adversely affect the performance fees and investment income received by us from the relevant fund, which could adversely affect our business, financial condition and results of operations.

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We rely on a number of external service providers for certain key market information and data, technology, processing and supporting functions.

We rely on a number of external service providers for certain key market information and data, technology, processing and supporting functions, such as Microsoft and SS&C Eze, among others. The functions these service providers provide include portfolio management and asset allocation services, compliance management, communication systems, registration systems, data control systems, information security systems, and others which are of critical importance for us in order to provide our services to our clients in a satisfactory manner. These service providers may face technical, operational and security risks of their own, including risks similar to those that we face as described herein. Any significant failures by them, including improper use or disclosure of our confidential customer, employee or company information, could interrupt our business, cause us to incur losses and harm our reputation. Particularly, we rely on certain systems and institutions to allow our portfolio managers to access real-time market information data, such as Bloomberg, Reuters, Broadcast, Quantum and Economática, which are essential for our managers to make their investment decisions and take certain actions (such as making trades). Any failure of such information providers to update or deliver such data in a timely manner could lead to potential losses of our funds, which may in turn affect our business operations and reputation and may cause us to incur losses.

We cannot assure you that the external service providers will be able to continue to provide these services to meet our current needs in an efficient and cost-effective manner, or that they will be able to adequately expand their services to meet our needs in the future. Some external service providers may have assets and infrastructure that are important to the services they provide us that are located in or outside Brazil, and their ability to provide these services is subject to risks from unfavorable political, economic, legal or other developments, such as social or political instability, changes in governmental policies or changes in the applicable laws and regulations of the jurisdictions in which their assets and operations are located.

An interruption in or the cessation of service by any external service provider as a result of system failures, capacity constraints, financial constraints or problems, unanticipated trading market closures or for any other reason and our inability to make alternative arrangements in a smooth and timely manner, if at all, could have a material adverse effect on our business, financial condition and results of operations.

Further, disputes might arise in relation to the agreements that we enter into with our service providers or the performance of the service providers thereunder. To the extent that any service provider disagrees with us on the quality of the products or services to be provided under the terms and conditions of the payment under or other provisions of any such agreement, we may face claims, disputes, litigations or other proceedings initiated by such service provider against us. We may incur substantial expenses and require significant attention of management in defending against these claims, regardless of their merit. We could also face damage to our reputation as a result of such claims, and our business, financial condition, results of operations and prospects could be materially and adversely affected.

We may not be able to ensure the accuracy of the information for third-party funds that we invest in for our clients, and we have no control over the performance of these third-party funds.

We invest our clients’ funds in certain third-party funds. While the information related to these third-party funds has been generally reliable, there can be no assurance that the reliability can be maintained in the future. If these third-party funds or their service providers or agents provide incomplete, misleading, inaccurate or fraudulent information in relation to their funds, we may lose the trust of existing and prospective investors.

Furthermore, as clients invest in these third-party funds through funds managed by us, they may have the impression that we are at least partially responsible for the quality and performance of these funds. Although we have established standards to screen fund providers before we invest in these funds, we have limited control over the performance of these third-party funds. In the event that an investor is dissatisfied with a third-party fund

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invested in by us, we do not have any means to directly make improvements in response to client complaints. If investors become dissatisfied with these third-party funds, our business, reputation, financial performance and prospects could be adversely affected.

We rely upon our systems and upon third-party data center service providers to host certain aspects of our platform and content, and any systems failure due to factors beyond our control or any disruption to, or interference with, our use of third-party data center services could interrupt our service, increase our costs and impair our ability to deliver our platform, resulting in customer dissatisfaction, damaging our reputation and harming our business.

We utilize data center hosting facilities from a third-party service provider to make certain content available on our platform. Our primary data centers are located in Rio de Janeiro, Brazil. Our operations depend, in part, on our providers’ ability to protect their facilities against damage or interruption from natural disasters, power or telecommunications failures, criminal acts and similar events. The occurrence of natural disasters, acts of terrorism, vandalism or sabotage, a decision to close a facility without adequate notice, or other unanticipated problems at our providers’ facilities could result in lengthy interruptions in the availability of our platform, which would adversely affect our business.

In addition, we depend on the efficient and uninterrupted operation of numerous systems, including our computer systems, software, data centers and telecommunications networks, as well as the systems of third parties. Our systems and operations or those of our third-party providers could be exposed to damage or interruption from, among other things, fire, natural disaster, power loss, telecommunications failure, unauthorized entry and computer viruses. Defects in our systems or those of third parties, errors or delays in the processing of transactions, telecommunications failures or other difficulties could result in:

• loss of revenues;

• loss of clients;

• loss of client data;

• loss of licenses, registrations or authorizations with the CVM, ANBIMA and/or any other applicable authority;

• fines imposed by applicable regulatory authorities and other issues relating to noncompliance with applicable asset management services or data protection requirements;

• harm to our business or reputation resulting from negative publicity;

• exposure to fraud losses or other liabilities;

• additional operating and development costs; and/or

• diversion of technical and other resources.

Valuation methodologies for certain assets in Vinci Partners funds involve subjective judgments and assumptions and the fair value of assets established pursuant to such methodologies could, therefore, be incorrect, which could have an adverse effect on fund performance, accrued performance fees and investment income.

Valuation methodologies for investments held by our funds can involve subjective judgments, and the fair value of assets established pursuant to such methodologies may therefore be incorrect, which could have an adverse effect on fund performance and accrued performance fees.

There are often no readily ascertainable market prices for a substantial majority of investments of funds that we manage. As of September 30, 2020, investments in non-listed companies comprise 81.3% of investments in

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portfolio companies for the private equity funds that we manage. Valuations of the investments held by our funds are generally prepared in line with applicable and recognized valuation processes and procedures (including, in respect of private equity investments in accordance with the international private equity and venture capital valuation guidelines). There is a risk that investments held by our funds will not be realized for amounts equal to, or greater than, the amounts at which they are valued, or that the past valuations based on such performance information will not accurately reflect the realization value of such investments. An investment’s actual realization value will depend on, among other factors, future operating results of the relevant investment, the value of the assets and market conditions at the time of disposal, any related transaction costs and the timing and manner of sale, all of which may differ from the assumptions on which previous valuations were determined.

Valuations of unrealized investments held by our funds can affect the amount of performance fees generated by our funds in circumstances where unrealized investments are written off or written down in value. To the extent that a valuation is incorrect, this may result in a recognition of revenue from performance fees, a subsequent reduction of which could ultimately reduce our profitability. Valuation of unrealized investments held by our funds could also affect management fees in the case of a bankruptcy of a portfolio company of a Vinci Partners fund, whereby the investment is considered realized and the invested capital is deducted from the base on which management fee is calculated, which could have an effect on the income from management fees received by Vinci Partners from existing funds.

Changes in values attributed to investments from time to time may result in volatility in the results of operations that our funds and we report from period to period. Also, a situation where asset values turn out to be materially different to those values previously realized could cause fund investors to lose confidence in us, which could in turn result in difficulty in raising capital for additional funds, and as a consequence, could adversely affect our business, financial condition and results of operations.

The historical performance of our investments should not be considered as indicative of the future results of our investments or our operations or any returns expected on an investment in our Class A common shares.

Past performance of our funds is not necessarily indicative of future results or of the performance of our Class A common shares. An investment in our Class A common shares is not an investment in any of our funds. In addition, the historical and potential future returns of funds that we manage are not directly linked to returns on our Class A common shares. Therefore, you should not conclude that continued positive performance of funds will necessarily result in positive returns on an investment in our Class A common shares. However, poor performance of our specialized funds could cause a decline in our revenue, and could therefore have a negative effect on our performance and on returns on an investment in our Class A common shares.

The historical performance of our funds should not be considered indicative of the future performance of these funds or of any future funds we may raise, in part because:

• market conditions and investment opportunities during previous periods may have been significantly more favorable for generating positive performance than those we may currently be experiencing or that we may experience in the future;

• the performance of our funds is generally calculated on the basis of net asset value of the funds’ investments, including unrealized gains, which may never be realized;

• our historical returns derive largely from the performance of our earlier funds, whereas future fund returns will depend increasingly on the performance of our newer funds or funds not yet formed;

• our newly established funds may generate lower returns during the period that they initially deploy their capital;

• competition continues to increase for investment opportunities, which may reduce our returns in the future;

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• the performance of particular funds also will be affected by risks of the industries and businesses in which they invest; and

• we may create new funds that reflect a different asset mix and new investment strategies, as well as a varied geographic and industry exposure, compared to our historical funds, and any such new funds could have different returns from our previous funds.

If we lose key personnel, our business, financial condition and results of operations may be adversely affected.

We are dependent upon the ability and experience of a number of key personnel, including our partners and other members of senior management, who have substantial experience with our operations, the financial services industry and the markets in which we offer our products and services. Many of our key personnel have worked for us for a significant amount of time or were recruited by us specifically due to their industry experience. It is possible that the loss of the services of one or a combination of our senior executives or key managers, including our chief executive officer, could have a material adverse effect on our business, financial condition and results of operations.

The ability to attract, recruit, develop and retain qualified employees and continue to strengthen our business is critical to our success and growth. If we are not able to do so, our business and prospects may be materially and adversely affected.

Our business functions at the intersection of rapidly changing technological, social, economic and regulatory developments that require a wide-ranging set of expertise and intellectual capital. In order for us to successfully compete and grow, we must attract, recruit, develop and retain the necessary personnel who can provide the needed expertise across the entire spectrum of our intellectual capital needs. While we have a number of our key personnel who have substantial experience with our operations, we must also develop our personnel to provide succession plans capable of maintaining continuity in the midst of the inevitable unpredictability of human capital. However, the market for qualified personnel is competitive, and we may not succeed in recruiting additional personnel or may fail to effectively replace current personnel who depart with qualified or effective successors. We must continue to hire additional personnel to execute our strategic plans. Our effort to retain and develop personnel may also result in significant additional expenses, which could adversely affect our profitability. We cannot assure you that our qualified employees will continue to be employed by us or that we will be able to attract and retain qualified personnel in the future. Failure to retain or attract key personnel could have a material adverse effect on our business, financial condition and results of operations.

In addition, in order to manage our growth effectively, we must continue to strengthen our existing infrastructure, develop and improve our internal controls, create and improve our reporting systems, and timely address issues as they arise. These efforts may require substantial financial expenditures, commitments of resources, developments of our processes, and other investments and innovations. Furthermore, we encourage employees to quickly develop and launch new features for our products and services. As we grow, we may not be able to execute our strategies as quickly as smaller, more efficient organizations. If we do not successfully manage our growth, our business will suffer.

Implementing our growth strategy, including new investment products and business initiatives, may be unsuccessful.

We may be subject to a number of risks and uncertainties associated with our growth strategy, including the risk that new business initiatives will not contribute towards achieving our objectives or that we will not execute such new initiatives successfully. New initiatives may also be difficult to launch, for instance where we do not have a proven track record within the area of the new initiative, or may not reach the set goals and expectations following launch. Any new products we offer may have different economic structures than our traditional

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investment funds and may require a different marketing approach. Given our diverse offering of products and services, these initiatives could create conflicts of interests with existing products, increase our costs and expose us to new market risks and legal and regulatory requirements and could expose us to greater reputation and litigation risk. Implementing our growth strategy may also entail significant difficulties and costs, including the logistical and overhead costs of opening and expanding offices, the cost of recruiting, training and retaining a higher number of investment advisory professionals and higher costs arising from exposure to additional jurisdictions (including the laws, rules and regulations thereof) and activities. New initiatives and expanding our business, including to open new offices or develop new product offerings, could also divert significant time and attention of our senior management in the development of such new initiatives to the detriment of our existing business. Furthermore, we may be directly exposed to new business risks or be subjected to enhanced exposure to existing risks if business initiatives are financed with our own capital.

We may be exposed to asset-specific risks, including those relating to the holding of publicly traded securities, such as fluctuating stock prices and additional media scrutiny, which by extension may have an adverse effect on our brand and reputation. In addition, when our funds acquire minority stakes in public companies, or our portfolio companies are listed, these public companies may make decisions with which the relevant Vinci Partners fund disagrees, and the majority stakeholders or the management of the company may take risks or otherwise act in a manner that does not serve our funds’ interests.

Any failure of our new initiatives to meet or exceed expectations could lead to us not reaching profitability within the initiative, not growing in accordance with our growth strategy and not being able to enjoy the benefits that this is expected to lead to, as well preventing us from reaching our growth targets. In order for us to successfully compete and grow, we must attract, recruit, develop and retain the necessary personnel who can provide the needed expertise across the entire spectrum of our intellectual capital needs.

We are subject to various risks associated with the securities industry, any of which could have a materially adverse effect on our business, cash flows and results of operations.

We are subject to uncertainties that are common across the securities industry. These uncertainties include:

• the volatility of domestic and international financial, bond and stock markets, and the markets for funds and other asset classes, in particular in the context of the COVID-19 pandemic;

• extensive governmental regulation;

• litigation;

• intense competition;

• poor performance of investments made by us or by third party investment managers with whom we invest;

• substantial fluctuations in the volume and price level of securities; and

• dependence on the solvency of various third parties.

As a result, our revenues and earnings may vary significantly from quarter to quarter and from year to year. Sudden sharp declines in market values of securities and the failure of issuers and counterparties to perform their obligations can result in illiquid markets which, in turn, may result in our having difficulty selling securities. In the event of a market downturn, or in the event of increased market volatility, including as a result of the COVID-19 pandemic, our business could be adversely affected in many ways, potentially for a prolonged period of time.

Our holding company structure makes us dependent on the operations of our subsidiaries.

We are a Cayman Islands exempted company with limited liability. As a holding company, our corporate purpose is to invest, as a partner, quotaholder or shareholder, in other companies, consortia or joint ventures in

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Brazil, where most of our operations are located, and outside Brazil. Accordingly, our material assets are our direct and indirect equity interests in our subsidiaries, and we are therefore dependent upon the results of operations and, in turn, the payments, dividends and distributions from our subsidiaries for funds to pay our holding company’s operating and other expenses and to pay future cash dividends or distributions, if any, to holders of our Class A common shares, and we may have tax costs in connection with any dividend or distribution. In addition, the payments, dividends and distributions from our subsidiaries to us for funds to pay future cash dividends or distributions, if any, to holders of our Class A common shares, could be restricted under financing arrangements that we or our subsidiaries may enter into in the future and we and such subsidiaries may be required to obtain the approval of lenders to make such payments to us in the event they are in default of their repayment obligations. Furthermore, exchange rate fluctuation will affect the U.S. dollar value of any distributions our subsidiaries make with respect to our equity interests in those subsidiaries. See “—Certain Risks Relating to Brazil—Exchange rate instability may have adverse effects on the Brazilian economy, us and the price of our Class A common shares,” “— Certain Risks Relating to Brazil—Economic uncertainty and political instability in Brazil may harm us and the price of our Class A common shares” and “Dividends and Dividend Policy.”

We may be subject to credit risks and could be subject to losses that would have a material adverse effect on our financial condition and results of operations.

We may be subject to the risk that our counterparties’ credit worthiness will deteriorate and that they no longer will be able to fulfil their financial obligations towards us. Our credit risks relate primarily to receivables and contract assets, cash held in bank accounts, any derivative instruments outstanding with a positive fair value, and any financial guarantees. If measures taken by us to minimize credit risks are not sufficient, or if one or more counterparties run into financial difficulties, we could be subject to losses, which could have a material adverse effect on our financial condition and results of operations.

The performance of our funds may also be affected by credit risks, which subsequently could adversely affect us. In our funds’ activities, defaults on commitments may have adverse consequences on the investment process. For instance, fund investors may not satisfy their contractual obligation to fund capital calls when requested by the general partner or fund manager of the relevant fund. This may result in shortfalls in capital and may affect the relevant fund’s ability to consummate investments and adversely affect our ability to receive management fees and other income.

We are exposed to fluctuations in foreign currency exchange rates and may enter into derivatives transactions to manage our exposure to exchange rate risk.

We hold certain funds in non-Brazilian real currencies, and will continue to do so in the future, including a portion of the proceeds from this offering, and our offshore operating subsidiaries generate revenue in non-Brazilian real currencies. Accordingly, our financial results are affected by the translation of these non-real currencies into reais. In addition, to the extent that we need to convert future financing proceeds into Brazilian reais for our operations, any appreciation of the Brazilian real against the relevant foreign currencies would materially reduce the Brazilian real amounts we would receive from the conversion, and any depreciation of the Brazilian real against the relevant foreign currencies could increase the amounts in Brazilian reais that we are require to convert into the relevant foreign currencies in order to service such relevant foreign currency financings. No assurance can be given that fluctuations in foreign exchange rates will not have a significant impact on our business, financial condition, results of operations and prospects. We may also have foreign exchange risk on any of our other assets and liabilities denominated in currencies, or with pricing linked to currencies, other than our functional currency, including certain contract assets. Fluctuations in the Brazilian real versus any of these foreign currencies may have a material adverse effect on our financial position and results of operations including, for example as a result of overall market declines and increased volatility due to the COVID-19 pandemic.

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In addition, we may in the future enter into derivatives transactions to manage our exposure to exchange rate risk. Such derivatives transactions would be designed to protect us against increases or decreases in exchange rates, but not both. If we enter into derivatives transactions to protect against, for example, decreases in the value of the real and the real instead increases in value, we may incur financial losses. Such losses could materially and adversely affect us.

We have identified material weaknesses in our internal control over financial reporting and, if we fail to remediate such deficiencies (and any other ones) and to maintain effective internal controls over financial reporting, we may be unable to accurately report our results of operations, meet our reporting obligations and/or prevent fraud.

Prior to this offering, we were a private company with limited accounting personnel and other resources to address our internal control over financial reporting and procedures. Our management has not completed an assessment of the effectiveness of our internal control over financial reporting and our independent registered public accounting firm has not conducted an audit of our internal control over financial reporting. In connection with the preparation of our consolidated financial statements for the year ended December 31, 2019, we identified a number of material weaknesses in our internal control over financial reporting as of December 31, 2019. A material weakness is a deficiency, or combination of control deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim consolidated financial statements will not be prevented or detected on a timely basis.

The material weaknesses identified relate to our insufficient accounting resources and processes necessary to comply with the reporting and compliance requirements of IFRS and the U.S. Securities and Exchange Commission, or the SEC. Specifically:

• we identified material weaknesses related to (1) managing access to our systems, data and end-user computing, or EUC, controls, and (2) computer operations controls, which were not designed or operating effectively;

• we identified material weaknesses related to (1) supervision in relation to financial reporting for a public company, including lack of an audit committee; and (2) training, specifically, training addressing financial reporting topics for a public company; and

• we identified control deficiencies related to controls around the financial reporting closing process, the procedures in existence to maintain formal accounting policies, processes and controls to analyze, account for and disclose complex transactions, including controls of proper evidence of recognition and measurement of revenues; such deficiencies, when considered in the aggregate, would be considered a material weakness.

These material weaknesses did not result in a material misstatement to our consolidated financial statements.

We are in the process of adopting a remediation plan to improve our internal control over financial reporting, including increasing the depth and experience within our accounting and finance team, designing and implementing improved processes and internal controls, including the implementation of an audit committee. However, we cannot assure you that our efforts will be effective or prevent any future material weaknesses in our internal control over financial reporting.

After this offering, we will be subject to the Sarbanes-Oxley Act, which requires, among other things, that we establish and maintain effective internal controls over financial reporting and disclosure controls and procedures. Under the current rules of the SEC we will be required to perform system and process evaluation and testing of our internal controls over financial reporting to allow management to assess the effectiveness of our internal controls. Our testing may reveal deficiencies in our internal controls that are deemed to be material

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weaknesses or significant deficiencies and render our internal controls over financial reporting ineffective. We expect to incur additional accounting and auditing expenses and to spend significant management time in complying with these requirements. If we are not able to comply with these requirements in a timely manner, or if we or our management identifies material weaknesses or significant deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses, the market price of our Class A common shares may decline and we may be subject to investigations or sanctions by the SEC, the Financial Industry Regulatory Authority, Inc., or FINRA, or other regulatory authorities.

In addition, these new obligations will also require substantial attention from our senior management and could divert their attention away from the day-to-day management of our business. These cost increases and the diversion of management’s attention could materially and adversely affect our business, financial condition and operation results.

Requirements associated with being a public company in the United States will require significant company resources and management attention.

After the completion of this offering, we will become subject to certain reporting requirements of the Securities Exchange Act of 1934, or the Exchange Act, and the other rules and regulations of the U.S. Securities and Exchange Commission, or the SEC, and the Nasdaq. We will also be subject to various other regulatory requirements, including the Sarbanes-Oxley Act. We expect these rules and regulations to increase our legal, accounting and financial compliance costs and to make some activities more time-consuming and costly. For example, we expect these rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantial costs to maintain the same or similar coverage. New rules and regulations relating to information disclosure, financial reporting and controls and corporate governance, which could be adopted by the SEC, the Nasdaq or other regulatory bodies or exchange entities from time to time, could result in a significant increase in legal, accounting and other compliance costs and make certain corporate activities more time-consuming and costly, which could materially affect our business, financial condition and results of operations. These rules and regulations may also make it more difficult for us to attract and retain qualified persons to serve on our board of directors or as executive officers.

These new obligations will also require substantial attention from our senior management and could divert their attention away from the day-to-day management of our business. Given that most of the individuals who now constitute our management team have limited experience managing a publicly traded company and complying with the increasingly complex laws pertaining to public companies, initially, these new obligations could demand even greater attention. These cost increases and the diversion of management’s attention could materially and adversely affect our business, financial condition and results of operations.

Our business is subject to complex and evolving regulations and oversight related to our provision of financial products and services and to costs and risks associated with other increased or changing laws and regulations affecting our business, including developments in data protection and privacy laws, which could harm our business, financial condition and results of operations.

As an asset management firm in Brazil, our business is subject to Brazilian laws and regulations relating to asset management in Brazil, comprising Federal Law No. 6,385/1976 and related rules and regulations issued by the CVM and ANBIMA, among others.

The laws, rules, and regulations that govern our business include or may in the future include those relating to consumer financial protection, tax, anti-money laundering and terrorist financing and escheatment (rules relating to unclaimed property). These laws, rules, and regulations are enforced by multiple authorities and governing bodies in Brazil, including the CVM. In addition, as our business continues to develop and expand, we may become subject to additional rules and regulations, which may limit or change how we conduct our business.

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In addition, during periods of heightened political and economic uncertainty, the Brazilian federal government could implement additional rules and regulations that could adversely impact our business. See “—Certain Risks Relating to Brazil—The Brazilian federal government has exercised, and continues to exercise, significant influence over the Brazilian economy. This involvement as well as Brazil’s political and economic conditions could harm us and the price of our Class A common shares.”

We are subject to anti-money laundering and terrorist financing laws and regulations in multiple jurisdictions that prohibit, among other things, involvement in transferring the proceeds of criminal or terrorist activities. We could be subject to liability and forced to change our business practices if we were found to be subject to, or in violation of, any laws or regulations impacting our ability to maintain a bank account in the countries where we operate, including the United States, or if existing or new legislation or regulations applicable to banks in the countries where we maintain a bank account, including the United States, were to result in banks in those countries being unwilling or unable to establish and maintain bank accounts for us.

If any person in the Cayman Islands knows or suspects or has reasonable grounds for knowing or suspecting that another person is engaged in criminal conduct or money laundering or is involved with terrorism or terrorist financing and property and the information for that knowledge or suspicion came to their attention in the course of business in the regulated sector, or other trade, profession, business or employment, the person will be required to report such knowledge or suspicion to (i) the Financial Reporting Authority (“FRA”) of the Cayman Islands, pursuant to the Proceeds of Crime Law (2019 Revision) of the Cayman Islands if the disclosure relates to criminal conduct or money laundering, or (ii) a police officer of the rank of constable or higher, or the FRA, pursuant to the Terrorism Law (2018 Revision) of the Cayman Islands, if the disclosure relates to involvement with terrorism or terrorist financing and property. Such a report shall not be treated as a breach of confidence or of any restriction upon the disclosure of information imposed by any enactment or otherwise.

Certain of our subsidiaries are subject to regulation in the United States. If we or any of our subsidiaries obtain additional licenses or registrations in the United States, we could be subject to compliance with additional applicable laws and regulations, including anti-money laundering and terrorist financing laws and regulations, which could adversely affect our business, financial condition, or results of operations.

Although we have a compliance program focused on applicable laws, rules, and regulations (which currently is principally focused on Brazilian law) and are continually investing in this program, we may nonetheless be subject to fines or other penalties in one or more jurisdictions levied by federal, state or local regulators, as well as those levied by foreign regulators. In addition to fines, penalties for failing to comply with applicable rules and regulations could include significant criminal and civil lawsuits, forfeiture of significant assets, or other enforcement actions, including loss of required licenses or approvals in a given jurisdiction. We could also be required to make changes to our business practices or compliance programs as a result of regulatory scrutiny. In addition, any perceived or actual failure to comply with applicable laws, rules, and regulations could have a significant impact on our reputation as a trusted brand and could cause us to lose existing clients, prevent us from obtaining new clients, require us to expend significant funds to remedy problems caused by breaches and to avert further breaches, and expose us to legal risk and potential liability, and we could be (1) required to pay substantial fines and disgorgement of our profits or (2) required to change our business practices. Any disciplinary or punitive action by our regulators or failure to obtain required operating authorizations could seriously harm our business and results of operations.

In addition, the Brazilian regulatory and legal environment exposes us to other compliance and litigation risks that could materially affect our results of operations. These laws and regulations may change, sometimes significantly, as a result of political, economic or social events. Some of the federal, state or local laws and regulations in Brazil that affect us include: those relating to consumer products, product liability or consumer protection; those relating to the manner in which we advertise, market or sell products; labor and employment laws, including wage and hour laws; tax laws or interpretations thereof; bank secrecy laws, data protection and privacy laws and regulations; and securities and exchange laws and regulations. For instance, data protection and

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privacy laws are developing to take into account the changes in cultural and consumer attitudes towards the protection of personal data (including as a result of the LGPD). There can be no guarantee that we will have sufficient financial and personnel resources to comply with any new regulations or successfully compete in the context of a changing regulatory environment.

We are subject to regulatory activity and antitrust litigation under competition laws.

We are subject to scrutiny from governmental agencies under competition laws in Brazil. Other companies or governmental agencies may allege that our actions violate antitrust or competition laws, or otherwise constitute unfair competition. Contractual agreements with clients or companies, as well as our unilateral business practices, could give rise to regulatory action or antitrust investigations or litigation. Some regulators may perceive our business to have such significant market power that otherwise uncontroversial business practices could be deemed anticompetitive. Any such claims and investigations, even if they are unfounded, may be expensive to defend, involve negative publicity and substantial diversion of management time and effort, and could result in significant judgments against us.

We are subject to anti-corruption, anti-bribery, anti-money laundering and sanctions laws and regulations and failure to comply with such laws and regulations could result in criminal liability, administrative and civil lawsuits, significant fines and penalties, forfeiture of significant assets, as well as reputational harm.

We operate in jurisdictions that have a high risk of corruption and we are subject to anti-corruption, anti-bribery anti-money laundering and sanctions laws and regulations, including the Brazilian Federal Law No. 12,846/2013, or the Clean Company Act, the United States Foreign Corrupt Practices Act of 1977, as amended, or the FCPA, and the Bribery Act 2010 of the United Kingdom, or the Bribery Act. Each of the Clean Company Act, the FCPA and the Bribery Act impose liability against companies who engage in bribery of government officials, either directly or through intermediaries. We have a compliance program that is designed to manage the risks of doing business in light of these new and existing legal and regulatory requirements. Violations of the anti-corruption, anti-bribery, anti-money laundering and sanctions laws and regulations could result in criminal liability, administrative and civil lawsuits, significant fines and penalties, forfeiture of significant assets, as well as reputational harm.

Regulators regularly reexamine their rules and regulatory measures, requirements and procedures, which may lead us to adjust our compliance and anti-money laundering programs, including the procedures we use to verify the identity of our clients and to monitor their transactions and transactions made by our funds. Costs associated with fines or enforcement actions, changes in compliance requirements, or limitations on our ability to grow could harm our business, and any new requirements or changes to existing requirements could impose significant costs, result in delays to planned product improvements, make it more difficult for new customers to join our network and reduce the attractiveness of our products and services. As a result, allegations of improper conduct as well as negative publicity and press speculation about us or our portfolio companies, or the private equity industry in general, whether or not valid, may harm our reputation, which may be more damaging to our business than to other types of businesses.

Misconduct of our employees, consultants or subcontractors could harm us by impairing our ability to attract and retain clients and subjecting us to significant legal liability and reputational harm. Fraud and other deceptive practices or other misconduct at our funds’ portfolio companies could similarly subject us to liability and reputational damage and also harm performance.

Our employees, consultants and subcontractors could engage in misconduct that adversely affects our business. We are subject to a number of obligations and standards arising from our asset management business and our authority over the assets managed by our asset management business. The violation of these obligations and standards by any of our employees, consultants and subcontractors would adversely affect our clients and us. If our employees, consultants and subcontractors were to improperly use or disclose confidential information, we

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could suffer serious harm to our reputation, financial position and current and future business relationships. Detecting or deterring employee misconduct is not always possible, and the extensive precautions we take to detect and prevent this activity may not be effective in all cases. If one of our employees, consultants and subcontractors were to engage in misconduct or were to be accused of such misconduct, our business and our reputation could be adversely affected.

In recent years, regulatory authorities across various jurisdictions, such as Brazil the United States and the United Kingdom, among others, have increasingly focused on enhancing and enforcing anti-bribery laws, such as the Clean Company Act, FCPA and the Bribery Act. While we have developed and implemented policies and procedures designed to ensure strict compliance by us and our personnel with such laws, such policies and procedures may not be effective in all instances to prevent violations. Any determination that we have violated the Clean Company Act, the FCPA, the U.K. anti-bribery laws or other applicable anti-corruption laws could subject us to, among other things, civil and criminal penalties or material fines, profit disgorgement, injunctions on future conduct, securities litigation and a general loss of investor confidence, any one of which could adversely affect our business prospects, financial position or the market value of our Class A common shares.

In addition, we may also be adversely affected if there is misconduct by personnel of portfolio companies in which our funds invest. For example, financial fraud or other deceptive practices at our funds’ portfolio companies, or failures by personnel at our funds’ portfolio companies to comply with anti-bribery, trade sanctions, anti-harassment or other legal and regulatory requirements, could subject us to, among other things, civil and criminal penalties or material fines, profit disgorgement, injunctions on future conduct and securities litigation, and could also cause significant reputational and business harm to us. Such misconduct may undermine our due diligence efforts with respect to such portfolio companies and could negatively affect the valuations of the investments by our funds in such portfolio companies.

Changes in tax laws, tax incentives, benefits or differing interpretations of tax laws may adversely affect our results of operations.

Changes in tax laws, regulations, related interpretations and tax accounting standards in Brazil, the United States or the Cayman Islands may result in a higher tax rate on our earnings, which may significantly reduce our profits and cash flows from operations. If the taxes applicable to our business increase or any tax benefits are revoked and we cannot alter our cost structure to pass our tax increases on to clients, our financial condition, results of operations and cash flows could be adversely affected. Our activities are also subject to a Municipal Tax on Services (Imposto sobre Serviços), or ISS. Any increases in ISS rates could also harm our profitability.

Furthermore, Brazilian governmental authorities at the federal, state and local levels are considering changes in tax laws in order to cover budgetary shortfalls resulting from the recent economic downturn in Brazil, considering in particular the COVID-19 pandemic and the state of emergency declared by governmental authorities as a consequence thereof and the related socioeconomic impact. Any changes in tax laws instituted by federal, state and local governmental authorities, even if temporary, could result in a more onerous tax burden on us, adversely affecting our business and results of operations. For example, recent discussions concerning the potential imposition of new taxes have raised a number of alternatives, including compulsory loans, wealth and contributions on financial transactions, in addition to the revocation of the income tax exemption for dividend distributions and changes in administrative interpretations regarding dividend distributions as executive compensation. If these proposals are enacted they may harm our profitability by increasing our tax liabilities, increasing our tax compliance costs, or otherwise affecting our financial condition, results of operations and cash flows.

In addition, there are a number of proposed drafts of legislation currently before the Brazilian Congress that aim to implement overall tax reform. Among the drafts under discussion, there are proposals that aim to completely change the consumption taxation system, which would extinguish three federal taxes—excise tax, PIS and COFINS, as well as state value-added taxes, and municipal taxes—and would impose in their place a new

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tax on operations with goods and services, or IBS, that would apply to consumption. According to a recent proposal by the Brazilian federal government, pending analysis by the Brazilian Congress, PIS and COFINS would be replaced by a new federal contribution (contribution on goods and services, or CBS), which could lead to a higher tax burden on us as compared to PIS/COFINS. If any tax reform is approved, or if there is any change in the laws and regulations that affects the taxes or tax incentives applicable to us and our subsidiaries or portfolio companies, such change or changes could, directly or indirectly, adversely affect our business and results of operations.

Moreover, tax rules in Brazil, particularly at the local level, can change without notice. We may not always be aware of all such changes that affect our business and we may therefore fail to pay the applicable taxes or otherwise comply with tax regulations, which may result in additional tax assessments and penalties for our company.

At the municipal level, the Brazilian government enacted Supplementary Law No. 157/16, which imposed changes regarding the ISS collection applied to the rendering of part of our services. These changes created new obligations, as ISS will now be due in the municipality in which the client contracting our services is located rather than in the municipality in which the service provider’s facilities are located. This obligation was enacted in December of 2016, but its force has been delayed by Direct Unconstitutionality Action No. 5835, or ADI 5835, filed by taxpayers. ADI 5835 challenges the constitutionality of Supplementary Law No. 157/16 before the Supreme Court, arguing that the new legislation would adversely affect companies’ activities due to the increase of costs and bureaucracy related to the ISS payment to several municipalities and the compliance with tax reporting obligations connected therewith. As a result, the Supreme Court granted an injunction to partially suspend the enforcement of article one of Supplementary Law No. 157/16. As of the date of this prospectus, a final decision on this matter is currently pending. On September 23, 2020, the Brazilian federal government enacted Supplementary Law No. 175/2020, which aims to establish a standard for determining the location where ISS must be collected in connection with the rendering of specific services, including investment fund management. ISS is a municipal tax payable by the service provider. Under Supplementary Law No. 175/2020 the ISS collection location for fund management services changes from the municipality where the services originate to the municipality where the services are destined to, which means, in our case, the municipality of incorporation or residence of the quotaholders of the investment funds managed by us. Although ISS for our services is currently taxed in Rio de Janeiro and São Paulo (the municipalities where we are incorporated) at the rate of 2%, the applicable rate may be defined by each municipality at up to 5%. Therefore, the new rules of Supplementary Law 175/2020 could cause an increase in ISS tax payable by us in connection with the services we provide, if we are required to pay ISS in municipalities that charge a ISS rate higher than the 2% rate charged in Rio de Janeiro and São Paulo.

Moreover, tax laws, regulations and treaties are complex and the manner in which they apply to us or to our funds is sometimes open to interpretation and, in some cases, they may be interpreted differently between us and the relevant tax authorities. The application of indirect taxes, such, value-added tax, services tax, business tax and gross receipt tax, to businesses such as ours is complex and continues to evolve. We are required to use significant judgment in order to evaluate applicable tax obligations. In many cases, the ultimate tax determination is uncertain because it is not clear how existing statutes apply to our business. One or more states or municipalities, the federal government or other countries may seek to challenge the taxation or procedures applied to our transactions, which could impose additional reporting, record-keeping or indirect tax collection obligations on businesses like ours or the charge of taxes due, plus charges and penalties. New taxes, social security and labor charges could also require us to incur substantial costs to capture data and collect and remit taxes. If such obligations were imposed, the additional costs associated with tax collection, remittance and audit requirements could have a material adverse effect on our business and financial results.

In addition, to support its fiscal policies, the Brazilian government regularly enacts reforms to tax and other assessment regimes that may affect our funds (including offshore funds) and the investors in such funds. Such reforms include changes in the rate of assessments and, occasionally, enactment of temporary taxes, the proceeds

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of which are earmarked for designated governmental purposes. The effects of these changes and any other changes that result from enactment of additional tax reforms have not been, and cannot be, quantified. There can be no assurance that any such reforms will not, once implemented, increase the overall tax burden on, and have an adverse effect upon, the operations and business of our private equity funds and their portfolio companies. Furthermore, such changes have in the past produced uncertainty in the financial system and may increase the cost of borrowing. The Brazilian tax authorities’ interpretations with respect to tax events and tax rates, as well as the computation of certain taxes, may change from time to time, including in ways that could materially adversely affect our funds, investors, and our financial condition and results of operations.

Transfer pricing may result in increased tax costs.

The jurisdictions in which we operate have rules on transfer pricing that require intra-group transactions to be conducted on arm’s-length terms. We regularly obtain advice regarding, inter alia, transfer pricing from external tax advisors. Transactions conducted between and among us and our subsidiaries, including, but not limited to, provision of investment advisory and investor relations services and business support services, and management services are made on a commercial basis by application of international guidelines and national regulations. As a consequence of globalization and growing world trade, tax authorities worldwide have increased their focus on transfer pricing with respect to cross border intra group transactions, as part of protecting their respective country’s tax base. In the event the tax authorities in the jurisdictions where we operate consider the pricing not to be on arm’s-length terms and were to succeed with such claims, this could result in an increased tax cost, including tax surcharges and interest.

The costs and effects of pending and future litigation, investigations or similar matters, or adverse facts and developments related thereto, could materially affect our business, financial position and results of operations.

We are, and may be in the future, party to legal, arbitration and administrative investigations, inspections and proceedings arising in the ordinary course of our business or from extraordinary corporate, tax or regulatory events, involving our clients, suppliers, customers, as well as competition, government agencies, tax and environmental authorities, particularly with respect to civil, tax and labor claims, including, but not limited to, aspects of our business, corporate structure, executive compensation and dividend policies in our operational subsidiaries. Indemnity rights that we seek to negotiate in certain transactions may not cover all claims that may be asserted against us, and any claims asserted against us, regardless of merit or eventual outcome, may harm our reputation. Furthermore, there is no guarantee that we will be successful in defending ourselves in pending or future litigation or similar matters under various laws. Should the ultimate judgments or settlements in any pending or future litigation or investigation significantly exceed any amounts we are able to recover under any indemnity arrangements, such judgments or settlements could have a material adverse effect on our business, financial condition and results of operations and the price of our Class A common shares. Further, even if we adequately address issues raised by an inspection conducted by an agency or successfully defend our case in an administrative proceeding or court action, we may have to set aside significant financial and management resources to settle issues raised by such proceedings or to those lawsuits or claims, which could adversely affect our business. See “Business—Legal Proceedings.”

We may not be able to successfully manage our intellectual property and may be subject to infringement claims.

We rely on a combination of contractual rights, trademarks and trade secrets to establish and protect our proprietary technology. Third parties may challenge, file actions to nullify, invalidate, circumvent, infringe or misappropriate our intellectual property, including at the administrative or judicial level, or such intellectual property may not be sufficient to permit us to take advantage of current market trends or otherwise to provide competitive advantages, which could result in costly redesign efforts, the discontinuance of certain service offerings or other competitive harm. If the ownership of any of our trademarks or domain names is legally

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challenged and such challenges result in adverse judicial decisions rendered against us, we may be prohibited from further using our trademarks and domain names. In addition, others, including our competitors, may independently develop similar technology, duplicate our services or design around our intellectual property, and in such cases, we could not assert our intellectual property rights against such parties. Further, our contractual arrangements may not effectively prevent disclosure of our confidential information or provide an adequate remedy in the event of unauthorized disclosure of our confidential information. We may have to litigate to enforce or determine the scope and enforceability of our intellectual property rights, trade secrets and know-how, which is expensive, could cause a diversion of resources and may not prove successful. Also, because of the rapid pace of technological change in our industry, aspects of our business and our services rely on technologies developed or licensed by third parties, and we may not be able to obtain or continue to obtain licenses and technologies from these third parties on reasonable terms or at all. The loss of intellectual property protection, the inability to obtain third-party intellectual property or delay or refusal by relevant regulatory authorities to approve pending intellectual property registration applications could harm our business and ability to compete. With respect to trademarks, loss of rights may result from term expirations, owner abandonment and forfeiture or cancellation proceedings before the Brazilian Patent and Trademark Office (Instituto Nacional da Propriedade Industrial, or the INPI/BPTO). In addition, if we lose rights over registered trademarks, we would not be entitled to use such trademarks on an exclusive basis and, therefore, third parties would be able to use similar or identical trademarks to identify their products or services, which could adversely affect our business.

We may also be subject to costly litigation in the event our services and technology infringe upon or otherwise violate a third party’s proprietary rights. Third parties may have, or may eventually be issued, patents that could be infringed by our services or technology. Any of these third parties could make a claim of infringement against us with respect to our services or technology. We may also be subject to claims by third parties for breach of copyright, trademark, license usage or other intellectual property rights. Any claim from third parties may result in a limitation on our ability to use the intellectual property subject to these claims or could prevent us from registering our brands as trademarks. Additionally, in recent years, individuals and groups have been purchasing intellectual property assets for the sole purpose of making infringement claims and attempting to extract settlements. Even if we became party to intellectual property related claims that we believe to be without merit, defending against such claims is time-consuming and expensive and could result in the diversion of the time and attention of our management and employees. Claims of intellectual property infringement also might require us to redesign affected services, enter into costly settlement or license agreements, pay costly damage awards, adjust our business practices or operations, change our brands, or face a temporary or permanent injunction prohibiting us from marketing or selling certain services or using certain brands. Even if we have an agreement for indemnification against such costs, the party providing such indemnification may be unwilling or unable to comply with its indemnification obligations. If we cannot or do not license the infringed technology on reasonable terms or substitute similar technology from another source, our revenues and earnings could be adversely impacted.

Any acquisitions, partnerships or joint ventures that we make or enter into could disrupt our business and harm our financial condition.

We evaluate, and expect in the future to evaluate, potential strategic acquisitions of, and partnerships or joint ventures with, complementary businesses, services or technologies. We may not be successful in identifying acquisition, partnership and joint venture targets. In addition, we may not be able to successfully finance or integrate any businesses, services or technologies that we acquire or with which we form a partnership or joint venture, and we may lose clients as a result of any acquisition, partnership or joint venture. In addition, we may be unable to realize the expected benefits, synergies or developments that we may initially anticipate. Furthermore, the integration of any acquisition, partnership or joint venture may divert management’s time and resources from our core business and disrupt our operations.

Certain acquisitions, partnerships and joint ventures we make may prevent us from competing for certain clients or in certain lines of business and may lead to a loss of clients. In addition, we may spend time and money

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on projects that do not increase our revenue or profitability. To the extent we finance any acquisition or investment in cash, it would reduce our cash reserves, and to the extent the purchase price is paid with our common shares, it could be dilutive to our shareholders. To the extent we finance any acquisition or investment with the proceeds from the incurrence of debt, this would increase our level of indebtedness and could negatively affect our liquidity, credit rating and restrict our operations. Our competitors may be willing to pay more than us for acquisitions or investments, which may cause us to lose certain opportunities that we would otherwise desire to complete. Moreover, we may face contingent liabilities in connection with our acquisitions and joint ventures, including, among others, (1) judicial and/or administrative proceeding or contingencies relating to the company, asset or business acquired, including civil, regulatory, tax, labor, social security, environmental and intellectual property proceedings or contingencies; and (2) financial, reputational and technical issues, including with respect to accounting practices, financial statement disclosures and internal controls, as well as other regulatory or compliance matters, all of which we may not have identified as part of our due diligence process and that may not be sufficiently indemnifiable under the relevant acquisition or joint venture agreement. We cannot assure you that any acquisition, partnership, investment or joint venture we make will not have a material adverse effect on our business, financial condition and results of operations.

Our risk management policies and procedures may not be fully effective in mitigating our risk exposure in all market environments or against all types of risks, which could expose us to losses and liability and otherwise harm our business.

We operate in a dynamic industry, and we have experienced significant change in recent years, including preparing for and conducting this offering, and the emergence of new risks within the industries in which we operate or may operate in the future. Accordingly, our risk management policies and procedures may not be fully effective in identifying, monitoring and managing our risks. Some of our risk evaluation methods depend upon information provided by others and public information regarding markets, clients or other matters that are otherwise inaccessible by us. In some cases, however, that information may not be accurate, complete or up-to-date. If our policies and procedures are not fully effective or we are not always successful in capturing all risks to which we and our funds are or may be exposed, we and our funds may suffer harm to our reputation or be subject to litigation or regulatory actions that could have a material adverse effect on our business, financial condition and results of operations.

When our products and services are used in connection with illegitimate transactions we may be exposed to governmental and regulatory sanctions, including outside of Brazil (for example, U.S. anti-money laundering and economic sanctions violations). Our risk management policies, procedures, techniques, and processes may not be sufficient to identify all of the risks to which we and our funds are exposed, to enable us to mitigate the risks we have identified, or to identify additional risks to which we and our funds may become subject in the future. Furthermore, if our risk management policies and processes contain errors or are otherwise ineffective, we and our funds may suffer large financial losses, may be subject to civil and criminal liability, and our business may be materially and adversely affected.

We may not be able to maintain adequate insurance coverage on acceptable terms, or at all, which could have a material adverse effect on our business and financial condition.

We have insurance coverage for, among other things, damages and crimes against property, business trips, and directors’ and officers’ liability. However, we may experience claims in excess of or not covered by our current insurance policies. For example, given the size of certain of our funds and their investments, the relevant member of Vinci Partners (such as the fund managers or advisors to such funds) could be subject to material legal or regulatory actions, including from dissatisfied fund investors, regulators or other third parties, which may not be covered by our current insurance coverage. Further, damage caused to us could, even if covered by our insurance coverage, result in increased insurance premiums. We may not be able to obtain or maintain liability insurance in the future on acceptable terms, or at all, which could in turn create a need or desire for us to build up an internal contingency reserve to cover risks, thus affecting our financial position, which would adversely affect our business and the trading price of our Class A common shares.

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Our due diligence processes for investments may not reveal all relevant facts and potential liabilities, which could result in a material adverse effect on our business and financial condition.

We continuously evaluate and carry out due diligence on a broad range of investment opportunities, some of which lead to investment while some do not. When conducting due diligence review of an investment, reliance may be placed on available resources which often include information provided by the target of the investment and, in some cases, third-party investigations and due diligence reports. Information provided or obtained from third-party sources may be limited and could, in some cases, be inaccurate or misleading. Thus, we cannot be certain that the due diligence investigations carried out with respect to an investment opportunity will reveal or highlight all relevant facts, opportunities or risks, including any on-going fraud, that might be necessary or helpful in evaluating such an investment opportunity. Accordingly, there is a risk that the success or future performance of an investment might fall short compared to the financial projections used when evaluating such investment, which may affect our fund’s results.

We may not be able to obtain and maintain requisite regulatory approvals and permits, including licenses for our fund operations.

We are required to maintain regulatory approvals and authorizations. There is a risk that we will not have the ability to obtain and retain requisite approvals and permits from relevant governmental authorities and other organizations, and to comply with applicable laws and regulations, or be able to do so without incurring undue costs and delays, which may result in a financial loss for us. A loss of the requisite approvals and/or permits, or the loss of relevant approvals and/or permits for us to operate or market funds within a certain area or generally, may result in the wind-down or liquidation of existing Vinci Partners funds, and could accordingly have a material adverse effect on the size of our AUM and thus also affect management fees that we receive, as well as the ability to receive performance fees and investment income.

We are subject to risks related to conflicts of interest.

Various conflicts of interest may arise with regard to our operations, our funds, our shareholders and our fund investors. Failure to appropriately deal with conflicts of interest as they arise, or the appearance of conflicts of interest, could harm our brand and reputation or result in potential liability for us, and could have a material adverse effect on our operations, financial position and earnings.

Our funds invest in a broad range of asset classes, including in the equity of portfolio companies, debt securities and corporate loans. In certain cases, certain of our funds may invest in different parts of the same company’s capital structure. In those cases, the interests of the different funds may not always be aligned, which could create actual or potential conflicts of interest or give the appearance of such conflicts. For example, one of our private equity funds could have an interest in pursuing an acquisition, divestiture or other transaction that, in that fund’s judgment, could enhance the value of the private equity investment, even though the proposed transaction could subject a Vinci Partners credit fund’s debt investment to additional or increased risks.

To the extent that any potential investment opportunities have been identified by us, including opportunities to co-invest with other investment managers; which fall within the investment mandate of several of our funds, conflicts of interest may arise in relation to the allocation of the investment opportunity and which fund will pursue the potential investment, in particular when such funds are both managed by the same independent fund manager appointed to act as alternative investment fund manager, and their fund management team. Moreover, we may be subject to conflicts of interest arising from co-investment opportunities where investment advisers to our funds or to investment vehicles with which we co-invest may have an incentive to provide potential co-investment opportunities to certain investors in lieu of others and/or in lieu of an allocation to our funds (including, for example, as part of an investor’s overall strategic relationship with us) if such allocations are expected to generate relatively greater fees or performance allocations to us than would arise if such co-investment opportunities were allocated otherwise.

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We have in the past invested alongside our investors, and while we have not targeted any specific investments as of the date of this prospectus, we expect to make investments alongside our investors in the future, including through the use of a substantial part of the proceeds from this offering. While we follow certain internal guidelines and CVM rules in respect of making such investments, these investments could lead to potential conflicts of interest with our clients. When we invest alongside our investors, we make such investments under the same conditions and according to the same fee structures, paying the same management and performance fees. In respect of public offerings, CVM rules prohibit investments by related persons if there is excess demand greater than one third of the amount of securities being offered, and we must adhere to these rules in connection with public offerings of any of our funds. For open-ended funds distributed by us or by third parties, any investor, including us, can invest or divest at any time, though such investor (including us) must comply with the provisions of the respective funds’ bylaws. In the case of our listed funds, any trade made by us can only be executed after first obtaining written pre-clearance from our compliance department. While we believe these conditions, measures, and internal protocols adequately address potential conflicts of interests that may arise from investing alongside our clients, there can be no assurance that we will adequately address all potential conflicts of interest, which could have an adverse effect on our customer relationships, thereby adversely affecting our reputation and our business.

Our funds may acquire investments from, or sell investments to, other Vinci Partners funds, and members of the board of the general partner or the fund manager of our funds may be officers or directors of entities which are not part of Vinci Partners and which provide advice or services to, or engage in other transactions with, a Vinci Partners fund or to one or more portfolio companies of a Vinci Partners fund. Such conflicts of interest may not always be properly disclosed. According to our internal policies, our officers, directors, members, managers, and, employees are prohibited from holding an interest in a portfolio company of our private funds, unless otherwise authorized by the compliance department and in certain cases where required by law to maintain plurality of partners. However, if our officers, directors, members, managers, employees, or other legal entities or entities of Vinci Partners hold or acquire a direct or indirect interest in a portfolio company of a Vinci Partners fund, this may create a conflict of interest. Such conflicts may result in litigation arising from investor dissatisfaction and may cause fund investors to explore withdrawing or cancelling their commitments to a Vinci Partners fund, or not to invest in new Vinci Partners funds, which could affect the size of the AUM being managed in existing Vinci Partners funds.

Certain policies and procedures implemented to mitigate potential conflicts of interest and address certain regulatory requirements may reduce the synergies across our various businesses.

Because we act in portfolio management, in distribution of our funds, and in advisory services, we may be subject to a number of actual and potential conflicts of interest and subject to greater regulatory oversight and more legal and contractual restrictions than that to which we would otherwise be subject if we had just one line of business. To mitigate these conflicts and address regulatory, legal and contractual requirements across our various businesses, we have implemented certain policies and procedures (for example, information walls) that may reduce the positive synergies that we cultivate across these businesses for purposes of identifying and managing attractive investments. For example, we may come into possession of material non-public information with respect to issuers in which we may be considering making an investment or issuers in which our affiliates may hold an interest. As a consequence of such policies and procedures, we may be precluded from providing such information or other ideas to our other businesses that might be of benefit to them.

Changes to applicable accounting standards, or changes to the interpretations thereof, could have a material adverse effect on Vinci Partners.

Vinci Partners applies IFRS in the preparation of its financial statements. In preparing our financial statements, we make judgments and accounting estimates that affect the application of our accounting policies and the reported amounts of assets, liabilities, income, including the recognition of performance fees, and expenses. Valuation methodologies for certain assets in our funds can be subject to significant subjectivity and

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the fair value of assets established pursuant to such methodologies may never be realized, and valuation methodologies for historical Vinci Partners funds may differ to the valuation methodologies used for current or future Vinci Partners funds. Amendments to, and changes to interpretations of, existing accounting standards could have a significant effect on Vinci Partners’ financial condition, and also result in extensive adoption costs.

The ability to comply with applicable accounting standards depends in some instances on determinations of fact and interpretations of complex provisions for which no clear precedent or authority may be available, or where only limited guidance may be available. If we are unable to accurately apply the relevant accounting standards, our financial reporting could be incorrect, and could require a restatement of our financial statements and result in a material adverse effect on our reputation, our business, our financial condition and results of operations, thereby adversely affecting the market price of our Class A Shares.

Certain Risks Relating to Brazil

The Brazilian federal government has exercised, and continues to exercise, significant influence over the Brazilian economy. This involvement as well as Brazil’s political and economic conditions could harm us and the price of our Class A common shares.

The Brazilian federal government frequently exercises significant influence over the Brazilian economy and occasionally makes significant changes in policy and regulations. The Brazilian government’s actions to control inflation and other policies and regulations have often involved, among other measures, increases or decreases in interest rates, changes in fiscal policies, wage and price controls, foreign exchange rate controls, blocking access to bank accounts, currency devaluations, capital controls and import and export restrictions. We have no control over and cannot predict what measures or policies the Brazilian government may take in the future. We and the market price of our Class A common shares may be harmed by changes in Brazilian government policies, as well as general economic factors, including, without limitation:

• growth or downturn of the Brazilian economy;

• interest rates and monetary policies;

• exchange rates and currency fluctuations;

• inflation;

• liquidity of the domestic capital and lending markets;

• import and export controls;

• exchange controls and restrictions on remittances abroad and payments of dividends;

• modifications to laws and regulations according to political, social and economic interests;

• fiscal policy, monetary policy and changes in tax laws;

• economic, political and social instability, including general strikes and mass demonstrations;

• labor and social security regulations;

• public health crises, such as the ongoing COVID-19 pandemic;

• energy and water shortages and rationing;

• commodity prices; and

• other political, diplomatic, social and economic developments in or affecting Brazil.

Uncertainty over whether the Brazilian federal government will implement reforms or changes in policy or regulation affecting these or other factors in the future may affect economic performance and contribute to economic uncertainty in Brazil, which may have an adverse effect on our activities and consequently our results

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of operations, and may also adversely affect the trading price of our Class A common shares. Recent economic and political instability has led to a negative perception of the Brazilian economy and higher volatility in the Brazilian securities markets, which also may adversely affect us and our Class A common shares. See “—Economic uncertainty and political instability in Brazil may harm us and the price of our Class A common shares” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations— Significant Factors Affecting Our Results of Operations—Brazilian Macroeconomic Environment.”

Economic uncertainty and political instability in Brazil may harm us and the price of our Class A common shares.

Brazil’s political environment has historically influenced, and continues to influence, the performance of the country’s economy. Political crises have affected and continue to affect the confidence of investors and the general public, which have historically resulted in economic deceleration and heightened volatility in the securities offered by companies with significant operations in Brazil.

The recent economic instability in Brazil has contributed to a decline in market confidence in the Brazilian economy as well as to a deteriorating political environment. In addition, various ongoing investigations into allegations of money laundering and corruption being conducted by the Office of the Brazilian Federal Prosecutor, including the largest such investigation, known as “Operação Lava Jato,” have negatively impacted the Brazilian economy and political environment. The potential outcome of these investigations is uncertain, but they have already had an adverse impact on the image and reputation of the implicated companies, and on the general market perception of the Brazilian economy. In addition, the Brazilian Supreme Court is currently investigating Brazil’s current President in connection with allegations made by the former Minister of Justice. We cannot predict whether the ongoing investigations will result in further political and economic instability, or if new allegations against government officials and/or executives of private companies will arise in the future or will result in additional investigations.

A failure by the Brazilian government to implement necessary reforms may result in diminished confidence in the Brazilian government’s budgetary condition and fiscal stance, which could result in downgrades of Brazil’s sovereign foreign credit rating by credit rating agencies, negatively impact Brazil’s economy, lead to further depreciation of the real and an increase in inflation and interest rates, adversely affecting our business, financial condition and results of operations.

Any of the above factors may create additional political uncertainty, which could harm the Brazilian economy and, consequently, our business and the value of our investments, and could adversely affect our financial condition, results of operations and the price of our Class A common shares.

Inflation and certain measures by the Brazilian government to curb inflation have historically harmed the Brazilian economy and Brazilian capital markets, and high levels of inflation in the future would harm our business and the price of our Class A common shares.

In the past, Brazil has experienced extremely high rates of inflation. Inflation and some of the measures taken by the Brazilian government in an attempt to curb inflation have had significant negative effects on the Brazilian economy generally. Inflation, policies adopted to curb inflationary pressures and uncertainties regarding possible future governmental intervention have contributed to economic uncertainty and heightened volatility in the Brazilian capital markets.

According to the National Consumer Price Index (Índice Nacional de Preços ao Consumidor Amplo, or IPCA), which is published by the Brazilian Institute for Geography and Statistics (Instituto Brasileiro de Geografia e Estatística, or IBGE), Brazilian inflation rates were 4.3%, 3.7% and 2.9% as of December 31, 2019, 2018 and 2017, respectively. Brazil may experience high levels of inflation in the future and inflationary pressures may lead to the Brazilian government intervening in the economy and introducing policies that could

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harm our business and the trading price of our Class A common shares. In the past, the Brazilian government’s interventions included the maintenance of a restrictive monetary policy with high interest rates that restricted credit availability and reduced economic growth, causing volatility in interest rates. For example, the official interest rate in Brazil decreased from 14.25% as of December 31, 2015, to 4.50% as of December 31, 2018, as established by the COPOM. On February 7, 2018, the COPOM reduced the SELIC rate to 6.75% and further reduced the SELIC rate to 6.50% on March 21, 2018. The COPOM reconfirmed the SELIC rate of 6.50% on May 16, 2018, and subsequently on June 20, 2018. As of December 31, 2018, the SELIC rate was 6.50%. The COPOM reconfirmed the SELIC rate of 6.50% on February 6, 2019, but reduced the SELIC rate to 6.00% on August 1, 2019, and further reduced the rate to 4.50% on December 12, 2019. On February 5, 2020, the COPOM reduced the SELIC rate to 4.25% and further reduced the rate to 3.75% on March 18, 2020, to 3.00% on June 5, 2020, to 2.25% on June 17, 2020 and as of the date of this prospectus, the SELIC rate is 2.0%. Conversely, more lenient government and Central Bank policies and interest rate decreases have triggered and may continue to trigger increases in inflation, and, consequently, growth volatility and the need for sudden and significant interest rate increases, which could negatively affect us and increase our indebtedness.

Exchange rate instability may have adverse effects on the Brazilian economy, us and the price of our Class A common shares.

The Brazilian currency has been historically volatile and has been devalued frequently over the past three decades. Throughout this period, the Brazilian government has implemented various economic plans and used various exchange rate policies, including sudden devaluations, periodic mini-devaluations (during which the frequency of adjustments has ranged from daily to monthly), exchange controls, dual exchange rate markets and a floating exchange rate system. Although long-term depreciation of the real is generally linked to the rate of inflation in Brazil, depreciation of the real occurring over shorter periods of time has resulted in significant variations in the exchange rate between the real, the U.S. dollar and other currencies. The real depreciated against the U.S. dollar by 32.0% at year-end 2015 as compared to year-end 2014, and by 11.8% at year-end 2014 as compared to year-end 2013. The real/U.S. dollar exchange rate reported by the Central Bank was R$3.9048 per U.S. dollar on December 31, 2015, and R$3.2591 per U.S. dollar on December 31, 2016, which reflected a 16.5% appreciation in the real against the U.S. dollar during 2016. The real/U.S. dollar exchange rate reported by the Central Bank was R$3.308 per U.S. dollar on December 31, 2017, which reflected a 1.5% depreciation in the real against the U.S. dollar during 2017. The real/U.S. dollar exchange rate reported by the Central Bank was R$3.8742 per US$1.00 on December 31, 2018, which reflected a 17.1% depreciation in the real against the U.S. dollar during 2018. The real/U.S. dollar exchange rate reported by the Central Bank was R$4.0307 per US$1.00 on December 31, 2019, which reflected a 4.0% depreciation in the real against the U.S. dollar during 2019. The real/U.S. dollar exchange rate reported by the Central Bank was R$5.6407 per US$1.00 on September 30, 2020, which reflected a 39.9% depreciation in the real against the U.S. dollar during the nine months ended September 30, 2020. As of December 10, 2020, the exchange rate for the purchase of U.S. dollars as reported by the Central Bank was R$5.0852 per US$1.00.

A devaluation of the real relative to the U.S. dollar could create inflationary pressures in Brazil and cause the Brazilian government to, among other measures, increase interest rates. Any depreciation of the real may generally restrict access to the international capital markets. It would also reduce the U.S. dollar value of our results of operations. Restrictive macroeconomic policies could reduce the stability of the Brazilian economy and harm our results of operations and profitability. In addition, domestic and international reactions to restrictive economic policies could have a negative impact on the Brazilian economy. These policies and any reactions to them may harm us by curtailing access to foreign financial markets and prompting further government intervention. A devaluation of the real relative to the U.S. dollar may also, as in the context of the current economic slowdown, decrease consumer spending, increase deflationary pressures and reduce economic growth.

On the other hand, an appreciation of the real relative to the U.S. dollar and other foreign currencies may depreciate the Brazilian foreign exchange current accounts. We and certain of our suppliers purchase services from countries outside Brazil, and thus changes in the value of the U.S. dollar compared to other currencies may

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affect the costs of services that we purchase. Depending on the circumstances, either devaluation or appreciation of the real relative to the U.S. dollar and other foreign currencies could restrict the growth of the Brazilian economy, as well as our business, results of operations and profitability.

Infrastructure and workforce deficiency in Brazil may impact economic growth and have a material adverse effect on us.

Our performance depends on the overall health and growth of the Brazilian economy. Brazilian GDP growth has fluctuated over the past few years, with growth of 3.0% in 2013 but decreasing to 0.5% in 2014, a contraction of 3.5% in 2015, a contraction of 3.3% in 2016, a growth of 1.1% in 2017, a growth of 1.1% in 2018 and a growth of 1.1% in 2019, while as of June 30, 2020, Brazilian GDP measured for the prior four quarters contracted an estimated 2.2%. Growth is limited by inadequate infrastructure, including potential energy shortages and deficient transportation, logistics and telecommunication sectors, general strikes, the lack of a qualified labor force, and the lack of private and public investments in these areas, which limit productivity and efficiency. Additionally, despite the business continuity and crisis management policies currently in place, travel restrictions or potential impacts on personnel due to the COVID-19 pandemic may disrupt our business and the expansion of our client base. Any of these factors could lead to labor market volatility and generally impact income, purchasing power and consumption levels, which could limit growth and ultimately have a material adverse effect on us.

Developments and the perceptions of risks in other countries, including other emerging markets, the United States and Europe, may harm the Brazilian economy and the price of our Class A common shares.

The market for securities offered by companies with significant operations in Brazil is influenced by economic and market conditions in Brazil and, to varying degrees, market conditions in other Latin American and emerging markets, as well as the United States, Europe and other countries. To the extent the conditions of the global markets or economy deteriorate, the business of companies with significant operations in Brazil may be harmed. The weakness in the global economy has been marked by, among other adverse factors, lower levels of consumer and corporate confidence, decreased business investment and consumer spending, increased unemployment, reduced income and asset values in many areas, reduction of China’s growth rate, currency volatility and limited availability of credit and access to capital. Developments or economic conditions in other emerging market countries have at times significantly affected the availability of credit to companies with significant operations in Brazil and resulted in considerable outflows of funds from Brazil, decreasing the amount of foreign investments in Brazil.

Crises and political instability in other emerging market countries, the United States, Europe or other countries, including increased international trade tensions and protectionist policies, could decrease investor demand for securities offered by companies with significant operations in Brazil, such as our Class A common shares. In June 2016, the United Kingdom had a referendum in which the majority voted to leave the European Union (so-called “Brexit”). The announcement of Brexit caused significant volatility in global stock markets and currency exchange rate fluctuations. The United Kingdom formally withdrew from the European Union on January 31, 2020. On December 24 2020, the United Kingdom and the European Commission reached an agreement on the terms of its future cooperation with the European Union. On December 31, 2020, the European Union (Future Relationship) Act was enacted in the United Kingdom and the agreement reached with the European Commission is currently expected to come into full force in February 2021 once relevant E.U. institutions have also ratified the agreement, prior to which the agreement is being applied on a provisional basis. Significant political and economic uncertainty remains about whether the terms of the relationship between the United Kingdom and the European Union will differ materially in practice from the terms before withdrawal. We have no control over and cannot predict the effect of United Kingdom’s exit from the European Union nor over whether and to which effect any other member state will decide to exit the European Union in the future. These developments, as well as potential crises and forms of political instability arising therefrom or any other as of yet unforeseen development, may harm our business and the price of our Class A common shares.

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Ongoing developments and uncertainty relating to the U.S. federal elections, including judicial challenges and a split between the party of the President and the party that is in the majority in the Senate, may materially adversely affect the U.S. and global economies and capital markets, including the Brazilian economy and capital markets, which may, in turn, materially adversely affect the trading price of our Class A common shares. In addition, it is unclear the degree to which current political divisions in the United States will continue into the next four-year presidential term. We are also unable to predict the policies that will be adopted by a new presidential administration and the effects of any such policies, if implemented. These political divisions and policies may materially adversely affect the United States and global economies and capital markets, including the Brazilian economy and capital markets, which may, in turn, materially adversely affect the trading price of our Class A common shares.

Any further downgrading of Brazil’s credit rating could reduce the trading price of our Class A common shares.

We may be harmed by investors’ perceptions of risks related to Brazil’s sovereign debt credit rating. Rating agencies regularly evaluate Brazil and its sovereign credit ratings, which are based on a number of factors including macroeconomic trends, fiscal and budgetary conditions, indebtedness metrics and the perspective of changes in any of these factors.

The rating agencies began to review Brazil’s sovereign credit rating in September 2015. Subsequently, the three major rating agencies downgraded Brazil’s investment-grade status:

• In 2015, Standard & Poor’s initially downgraded Brazil’s credit rating from BBB-negative to BB-positive and subsequently downgraded it again from BB-positive to BB, maintaining its negative outlook, citing a worse credit situation since the first downgrade. On January 11, 2018, Standard & Poor’s further downgraded Brazil’s credit rating from BB to BB-negative, and on December 11, 2019, the agency affirmed the rating at BB- and revised the outlook on Brazil to positive. In the last update, on April 7, 2020, the rating was reaffirmed as BB- with stable outlook, reflecting uncertainties stemming from the coronavirus pandemic, along with how extraordinary government spending will adversely affect the fiscal performance in 2020.

• In December 2015, Moody’s placed Brazil’s Baa3’s issue and bond ratings under review for downgrade and subsequently downgraded the issue and bond ratings to below investment grade, at Ba2 with a negative outlook, citing the prospect of a further deterioration in Brazil’s debt indicators, taking into account the low growth environment and the challenging political scenario. On April 9, 2018, Moody’s revised the outlook to stable, reaffirming the Ba2 rating. In September 2020, Moody’s maintained Brazil’s credit rating at Ba2 and with a stable outlook.

• Fitch downgraded Brazil’s sovereign credit rating to BB-positive with a negative outlook, citing the rapid expansion of the country’s budget deficit and the worse-than-expected recession. In February 2018, Fitch downgraded Brazil’s sovereign credit rating again to BB-negative, citing, among other reasons, fiscal deficits, the increasing burden of public debt and an inability to implement reforms that would structurally improve Brazil’s public finances.

• In May 2020, Fitch Ratings confirmed Brazil’s long-term foreign currency sovereign credit rating at BB- and revised Brazil’s outlook from stable to negative. In April 2020, Standard & Poor’s confirmed Brazil’s long-term foreign currency sovereign credit rating at BB- and changed the outlook to stable from positive. In May 2020, Moody’s confirmed Brazil’s long-term foreign currency sovereign credit rating at Ba2 maintaining the stable outlook.

Brazil’s sovereign credit rating is currently rated below investment grade by the three main credit rating agencies. Consequently, the prices of securities offered by companies with significant operations in Brazil have been negatively affected. A prolongation or worsening of the current Brazilian recession and continued political uncertainty, among other factors, could lead to further ratings downgrades. Any further downgrade of Brazil’s sovereign credit ratings could heighten investors’ perception of risk and, as a result, cause the trading price of our Class A common shares to decline.

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Certain Risks Relating to Our Class A Common Shares and the Offering

There is no existing market for our Class A common shares, and we do not know whether one will develop to provide you with adequate liquidity. If the trading price of our Class A common shares fluctuates after this offering, you could lose a significant part of your investment.

Prior to this offering, there has not been a public market for our Class A common shares. If an active trading market does not develop, you may have difficulty selling any of our Class A common shares that you buy. We cannot predict the extent to which investor interest in our company will lead to the development of an active trading market on the Nasdaq, or otherwise or how liquid that market might become. The initial public offering price for the Class A common shares will be determined by negotiations between us and the underwriters and may not be indicative of prices that will prevail in the open market following this offering. Consequently, you may not be able to sell our Class A common shares at prices equal to or greater than the price paid by you in this offering. In addition to the risks described above, the market price of our Class A common shares may be influenced by many factors, some of which are beyond our control, including:

• announcements by us or our competitors of significant contracts or acquisitions;

• technological innovations by us or competitors;

• the failure of financial analysts to cover our Class A common shares after this offering or changes in financial estimates by analysts;

• actual or anticipated variations in our results of operations;

• changes in financial estimates by financial analysts, or any failure by us to meet or exceed any of these estimates, or changes in the recommendations of any financial analysts that elect to follow our Class A common shares or the shares of our competitors;

• announcements by us or our competitors of significant contracts or acquisitions;

• future sales of our shares; and

• investor perceptions of us and the industries in which we operate.

In addition, the stock market in general has experienced substantial price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of particular companies affected. These broad market and industry factors may materially harm the market price of our Class A common shares, regardless of our operating performance. In the past, following periods of volatility in the market price of certain companies’ securities, securities class action litigation has been instituted against these companies. This litigation, if instituted against us, could adversely affect our financial condition or results of operations. If a market does not develop or is not maintained, the liquidity and price of our Class A common shares could be seriously harmed.

Gilberto Sayão da Silva will own 100% of our outstanding Class B common shares, which will represent approximately 77.9% of the voting power of our issued share capital following this offering, and will control all matters requiring shareholder approval. This concentration of ownership and voting power limits your ability to influence corporate matters.

Immediately following this offering, Gilberto Sayão da Silva will control our company and will not hold any of our Class A common shares, but will beneficially own 26.1% of our issued share capital (or 25.1% if the underwriters’ option to purchase additional Class A common shares is exercised in full) through his beneficial ownership of all of our outstanding Class B common shares, and consequently, 77.9% of the combined voting power of our issued share capital (or 77.0% if the underwriters’ option to purchase additional Class A common shares is exercised in full). Our Class B common shares are entitled to 10 votes per share and our Class A common shares, which are the common shares we are offering in this offering, are entitled to one vote per share. Our Class B common shares are convertible into an equivalent number of Class A common shares and generally

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convert into Class A common shares upon transfer, subject to limited exceptions. As a result, Mr. Sayão da Silva will control the outcome of all decisions at our shareholders’ meetings, and will be able to elect a majority of the members of our board of directors. He will also be able to direct our actions in areas such as business strategy, financing, distributions, acquisitions and dispositions of assets or businesses. For example, Mr. Sayão da Silva may cause us to make acquisitions that increase the amount of our indebtedness or outstanding Class A common shares, sell revenue-generating assets or inhibit change of control transactions that may benefit other shareholders. The decisions of Mr. Sayão da Silva on these matters may be contrary to your expectations or preferences, and they may take actions that could be contrary to your interests. He will be able to prevent any other shareholders, including you, from blocking these actions. For further information regarding shareholdings in our company, see “Principal Shareholders.” In addition, for so long as Mr. Sayão da Silva beneficially owns more than two-thirds of our issued share capital, he will also have the ability to unilaterally amend our Articles of Association, which may be amended only by special resolution of shareholders (requiring a two-thirds majority vote of those shareholders attending and voting at a quorate meeting).

So long as Mr. Sayão da Silva beneficially owns a sufficient number of Class B common shares, even if he beneficially owns significantly less than 50% of our outstanding share capital, he will be able to effectively control our decisions. However, if our Class B common shares at any time represent less than 10% of the total aggregate number of common shares in the capital of the company outstanding, each Class B common share then outstanding will automatically convert into one Class A common share. For a description of the dual class structure, see “Description of Share Capital.”

We have granted holders of our Class B common shares preemptive rights to acquire shares that we may sell in the future, which may impair our ability to raise funds.

Under our Articles of Association, each holder of our Class B common shares is entitled to preemptive rights to purchase additional common shares in the event that additional Class A common shares are issued, upon the same economic terms and at the same price, in order to maintain their proportional ownership interests, which will be approximately 26.1% of our outstanding shares, immediately after this offering. The exercise by holders of our Class B common shares of preemptive rights may impair our ability to raise funds, or adversely affect the terms on which we are able to raise funds, as we may not be able to offer to new investors the quantity of our shares that they may desire to purchase.

Class A common shares eligible for future sale may cause the market price of our Class A common shares to decrease significantly.

The market price of our Class A common shares may decline as a result of sales of a large number of our Class A common shares in the market after this offering (including Class A common shares issuable upon conversion of Class B common shares) or the perception that these sales may occur. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate.

Following the completion of this offering, we will have outstanding 41,049,335 Class A common shares and 14,466,239 Class B common shares (or 43,130,356 Class A common shares and 14,466,239 Class B common shares, if the underwriters exercise in full their option to purchase additional shares). Subject to the lock-up agreements described below, the Class A common shares sold in this offering will be freely tradable without restriction or further registration under the Securities Act by persons other than our affiliates within the meaning of Rule 144 of the Securities Act.

Our shareholders or entities controlled by them or their permitted transferees will, subject to the lock-up agreements described below and certain additional limitations described under “Class A Common Shares Eligible for Future Sale—Liquidity Restrictions on Pre-IPO Quotaholders,” be able to sell their Class A common shares in the public market from time to time without registering them, subject to certain limitations on the

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timing, amount and method of those sales imposed by regulations promulgated by the SEC. If any of our shareholders, the affiliated entities controlled by them or their respective permitted transferees were to sell a large number of their Class A common shares, the market price of our Class A common shares may decline significantly. In addition, the perception in the public markets that sales by them might occur may also cause the trading price of our Class A common shares to decline.

We have agreed with the underwriters, subject to certain exceptions, not to offer, sell or dispose of any shares in our share capital or securities convertible into or exchangeable or exercisable for any shares in our share capital during the 180-day period following the date of this prospectus. Our directors and executive officers have agreed to substantially similar lock-up provisions. However, J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC and Banco BTG Pactual S.A. - Cayman Branch, or the Representatives, may, in their sole discretion and without notice, release all or any portion of the shares from the restrictions in any of the lock-up agreements described above. In addition, these lock-up agreements are subject to the exceptions described in “Underwriting,” including the right for our company to issue new shares if we carry out an acquisition or enter into a merger, joint venture or strategic participation.

Sales of a substantial number of our Class A common shares upon expiration of the lock-up agreements, the perception that such sales may occur, or early release of these lock-up periods, could cause our market price to fall or make it more difficult for you to sell your Class A common shares at a time and price that you deem appropriate.

Our Articles of Association contain anti-takeover provisions that may discourage a third-party from acquiring us and adversely affect the rights of holders of our Class A common shares.

Our Articles of Association contain certain provisions that could limit the ability of others to acquire our control, including a provision that grants authority to our board of directors to establish and issue from time to time one or more series of preferred shares without action by our shareholders and to determine, with respect to any series of preferred shares, the terms and rights of that series. These provisions could have the effect of depriving our shareholders of the opportunity to sell their shares at a premium over the prevailing market price by discouraging third parties from seeking to obtain our control in a tender offer or similar transactions.

If securities or industry analysts do not publish research, or publish inaccurate or unfavorable research, about our business, the price of our Class A common shares and our trading volume could decline.

The trading market for our Class A common shares will depend in part on the research and reports that securities or industry analysts publish about us or our business. Securities and industry analysts do not currently, and may never, publish research on our company. If no or too few securities or industry analysts commence coverage of our company, the trading price for our Class A common shares would likely be negatively affected. In the event securities or industry analysts initiate coverage, if one or more of the analysts who cover us downgrade our Class A common shares or publish inaccurate or unfavorable research about our business, the price of our Class A common shares would likely decline. If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, demand for our Class A common shares could decrease, which might cause the price of our Class A common shares and trading volume to decline.

Our ability to pay dividends to our shareholders is restricted by applicable laws and regulations and by the ability of our subsidiaries to pay dividends to us.

We cannot guarantee that we will be able to pay dividends to holders of our Class A common shares following this offering. Holders of our Class A common shares are only entitled to receive cash dividends to the extent our board of directors out of funds legally available for such payments. The declaration, payment and amount of any future dividends will be made at the discretion of our board of directors and will depend upon, among other things, the results of operations, cash flows and financial condition, operating and capital requirements, and other factors as our board of directors considers relevant. In addition, our holding company

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structure makes us dependent on the operations of our subsidiaries. See “—Certain Risks Relating to Our Business and Industry—Our holding company structure makes us dependent on the operations of our subsidiaries.” There is no assurance that future dividends will be paid, and if dividends are paid, there is no assurance with respect to the amount of any such dividend. See “Dividends and Dividend Policy.”

Our dual class capital structure means our shares will not be included in certain indices. We cannot predict the impact this may have on the trading price of our Class A common shares.

In 2017, FTSE Russell, S&P Dow Jones and MSCI announced changes to their eligibility criteria for inclusion of shares of public companies on certain indices to exclude companies with multiple classes of shares of common stock from being added to such indices. FTSE Russell announced plans to require new constituents of its indices to have at least five percent of their voting rights in the hands of public stockholders, whereas S&P Dow Jones announced that companies with multiple share classes, such as ours, will not be eligible for inclusion in the S&P 500, S&P MidCap 400 and S&P SmallCap 600, which together make up the S&P Composite 1500. MSCI also opened public consultations on their treatment of no-vote and multi-class structures and temporarily barred new multi-class listings from its ACWI Investable Market Index and U.S. Investable Market 2500 Index; however, in October 2018, MSCI announced its decision to include equity securities “with unequal voting structures” in its indices and to launch a new index that specifically includes voting rights in its eligibility criteria. We cannot assure you that other stock indices will not take a similar approach to FTSE Russell, S&P Dow Jones and MSCI in the future. Under the announced policies, our dual class capital structure would make us ineligible for inclusion in any of these indices and, as a result, mutual funds, exchange-traded funds and other investment vehicles that attempt to passively track these indices will not invest in our stock. It continues to be somewhat unclear what effect, if any, these policies will have on the valuations of publicly traded companies excluded from the indices, but in certain situations they may depress these valuations compared to those of other similar companies that are included. Exclusion from indices could make our Class A common shares less attractive to investors and, as a result, the market price of our Class A common shares could be adversely affected.

The dual class structure of our common stock has the effect of concentrating voting control with Gilberto Sayão da Silva as the beneficial owner of the entirety of our Class B common shares; this will limit or preclude your ability to influence corporate matters.

Each Class A common share, which are the shares being sold in this offering, will entitle its holder to one vote per share and each Class B common share will entitle its holder to ten votes per share, so long as the total number of the issued and outstanding Class B common shares is at least 10% of the total number of shares outstanding. The beneficial owner of all of our Class B common shares is Gilberto Sayão da Silva. See “Principal Shareholders.” Due to the ten-to-one voting ratio between our Class B and Class A common shares, Mr. Sayão da Silva will continue to control a majority of the combined voting power of our common shares and therefore be able to control all matters submitted to our shareholders so long as the total number of the issued and outstanding Class B common shares is at least 10% of the total number of shares outstanding and the total number of the issued.

In addition, our Articles of Association provide that at any time when there are Class A common shares in issue, additional Class B common shares may only be issued pursuant to (1) a share split, subdivision of shares or similar transaction or where a dividend or other distribution is paid by the issue of shares or rights to acquire shares or following capitalization of profits; (2) a merger, consolidation, or other business combination involving the issuance of Class B common shares as full or partial consideration; or (3) an issuance of Class A common shares, whereby a holder of the Class B common shares is entitled to purchase a number of Class B common shares that would allow such holder to maintain its proportional ownership interests in us (following an offer by us to each holder of Class B common shares to issue to such holder, upon the same economic terms and at the same price, such number of Class B common shares as would ensure such holder may maintain a proportional ownership interest in us pursuant to our Articles of Association).

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In light of the above provisions relating to the issuance of additional Class B common shares, as well as the ten-to-one voting ratio of our Class B common shares and Class A common shares, holder of our Class B common shares will in many situations continue to maintain control of all matters requiring shareholder approval. This concentrated control will limit or preclude your ability to influence corporate matters for the foreseeable future. For a description of our dual class structure, see “Description of Share Capital—Voting Rights.”

We are a Cayman Islands exempted company with limited liability. The rights of our shareholders, including with respect to fiduciary duties and corporate opportunities, may be different from the rights of shareholders governed by the laws of U.S. jurisdictions.

We are a Cayman Islands exempted company with limited liability. Our corporate affairs are governed by our Articles of Association and by the laws of the Cayman Islands. The rights of shareholders and the responsibilities of members of our board of directors may be different from the rights of shareholders and responsibilities of directors in companies governed by the laws of U.S. jurisdictions. In particular, as a matter of Cayman Islands law, directors of a Cayman Islands company owe fiduciary duties to the company and separately a duty of care, diligence and skill to the company. Under Cayman Islands law, directors and officers owe the following fiduciary duties: (1) duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole; (2) duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose; (3) directors should not properly fetter the exercise of future discretion; (4) duty to exercise powers fairly as between different sections of shareholders; (5) duty to exercise independent judgment; and (6) duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests. Our Articles of Association have varied this last obligation by providing that a director must disclose the nature and extent of his or her interest in any contract or arrangement, and following such disclosure and subject to any separate requirement under applicable law or the listing rules of the Nasdaq, and unless disqualified by the chairman of the relevant meeting, such director may vote in respect of any transaction or arrangement in which he or she is interested and may be counted in the quorum at the meeting. Conversely, under Delaware corporate law, a director has a fiduciary duty to the corporation and its stockholders (made up of two components) and the director’s duties prohibits self-dealing by a director and mandates that the best interests of the company and its shareholders take precedence over any interest possessed by a director, officer or controlling shareholder and not shared by the shareholders generally. See “Description of Share Capital—Principal Differences between Cayman Islands and U.S. Corporate Law.”

New investors in our Class A common shares will experience immediate and substantial book value dilution after this offering.

The initial public offering price of our Class A common shares will be substantially higher than the pro forma net tangible book value per share of the outstanding Class A common shares immediately after this offering. Based on an assumed initial public offering price of $17.00 per share (the midpoint of the price range set forth on the cover of this prospectus) and our net tangible book value as of September 30, 2020, if you purchase our Class A common shares in this offering you will pay more for your shares than the amounts paid by our existing shareholders for their shares and you will suffer immediate dilution of approximately $13.06 per share in pro forma net tangible book value. As a result of this dilution, investors purchasing Class A common shares in this offering may receive significantly less than the full purchase price that they paid for the shares purchased in this offering in the event of a liquidation. See “Dilution.”

We may need to raise additional capital in the future by issuing securities or may enter into corporate transactions with an effect similar to a merger, which may dilute your interest in our share capital and affect the trading price of our Class A common shares.

We may need to raise additional funds to grow our business and implement our growth strategy through public or private issuances of common shares or securities convertible into, or exchangeable for, our common

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shares, which may dilute your interest in our share capital or result in a decrease in the market price of our common shares. In addition, we may also enter into mergers or other similar transactions in the future, which may dilute your interest in our share capital or result in a decrease in the market price of our Class A common shares. Any fundraising through the issuance of shares or securities convertible into or exchangeable for shares, or the participation in corporate transactions with an effect similar to a merger, may dilute your interest in our capital stock or result in a decrease in the market price of our Class A common shares.

We have broad discretion in the use of the net proceeds from this offering and may not use them effectively.

Our management will have broad discretion in the application of the net proceeds from this offering and could spend the proceeds in ways that do not improve our results of operations or enhance the value of our Class A common shares. The failure by our management to apply these funds effectively could result in financial losses that could have a material adverse effect on our business, financial condition and results of operations. Pending their use, we may invest the net proceeds from this offering in a manner that does not produce income or that loses value. See “Use of Proceeds.”

As a foreign private issuer and an “emerging growth company” (as defined in the JOBS Act), we will have different disclosure and other requirements than U.S. domestic registrants and non-emerging growth companies.

As a foreign private issuer and emerging growth company, we will be subject to different disclosure and other requirements than domestic U.S. registrants and non-emerging growth companies. For example, as a foreign private issuer, in the United States, we are not subject to the same disclosure requirements as a domestic U.S. registrant under the Exchange Act, including the requirements to prepare and issue quarterly reports on Form 10-Q or to file current reports on Form 8-K upon the occurrence of specified significant events, the proxy rules applicable to domestic U.S. registrants under Section 14 of the Exchange Act or the insider reporting and short-swing profit rules applicable to domestic U.S. registrants under Section 16 of the Exchange Act. In addition, we intend to rely on exemptions from certain U.S. rules which will permit us to follow Cayman Islands legal requirements rather than certain of the requirements that are applicable to U.S. domestic registrants.

We will follow Cayman Islands laws and regulations that are applicable to Cayman Islands companies. However, Cayman Islands laws and regulations applicable to Cayman Islands companies do not contain any provisions comparable to the U.S. proxy rules, the U.S. rules relating to the filing of reports on Form 10-Q or 8-K or the U.S. rules relating to liability for insiders who profit from trades made in a short period of time, as referred to above.

Furthermore, foreign private issuers are required to file their annual report on Form 20-F within 120 days after the end of each fiscal year, while U.S. domestic issuers that are accelerated filers are required to file their annual report on Form 10-K within 75 days after the end of each fiscal year. Foreign private issuers are also exempt from Regulation Fair Disclosure, aimed at preventing issuers from making selective disclosures of material information, although we will be subject to Cayman Islands laws and regulations having, in some respects, a similar effect as Regulation Fair Disclosure. As a result of the above, even though we are required to file reports on Form 6-K disclosing the limited information which we have made or are required to make public pursuant to Cayman Islands law, or are required to distribute to shareholders generally, and that is material to us, you may not receive information of the same type or amount that is required to be disclosed to shareholders of a U.S. company.

The JOBS Act contains provisions that, among other things, relax certain reporting requirements for emerging growth companies. Under this act, as an emerging growth company, we will not be subject to the same disclosure and financial reporting requirements as non-emerging growth companies. For example, as an emerging growth company we are permitted to, and intend to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies.

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Also, we will not have to comply with future audit rules promulgated by the U.S. Public Company Accounting Oversight Board, or PCAOB, (unless the SEC determines otherwise) and our auditors will not need to attest to our internal controls under Section 404(b) of the Sarbanes-Oxley Act for up to five years or such earlier time that we are no longer an emerging growth company. We may follow these reporting exemptions until we are no longer an emerging growth company. As a result, our shareholders may not have access to certain information that they deem important. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual revenues of at least US$1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A common shares that is held by non-affiliates exceeds US$700.0 million as of the prior June 30th, and (2) the date on which we have issued more than US$1.0 billion in non-convertible debt during the prior three-year period. Accordingly, the information about us available to you will not be the same as, and may be more limited than, the information available to shareholders of a non-emerging growth company. We could be an “emerging growth company” for up to five years, although circumstances could cause us to lose that status earlier, including if the market value of our Class A common shares held by non-affiliates exceeds $700 million as of any June 30 (the end of our second fiscal quarter) before that time, in which case we would no longer be an “emerging growth company” as of the following December 31 (our fiscal year end). We cannot predict if investors will find our Class A common shares less attractive because we may rely on these exemptions. If some investors find our Class A common shares less attractive as a result, there may be a less active trading market for our Class A common shares and the price of our Class A common shares may be more volatile.

Upon the listing of our Class A common shares on the Nasdaq, we will be a “controlled company” within the meaning of the rules of the Nasdaq corporate governance rules and, as a result, will qualify for, and intend to rely on, exemptions from certain corporate governance requirements. You will not have the same protections afforded to shareholders of companies that are subject to such requirements.

Immediately after the completion of this offering, Gilberto Sayão da Silva will beneficially own 100% of our Class B common shares, representing 77.9% of the voting power of our outstanding share capital (or 77.0% if the underwriters exercise their option to purchase additional Class A common shares in full). As a result, we will be a “controlled company” within the meaning of the corporate governance standards of the Nasdaq corporate governance rules. Under these rules, a company of which more than 50% of the voting power in the election of directors is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements. For example, controlled companies, within one year of the date of the listing of their common shares:

• are not required to have a board that is composed of a majority of “independent directors,” as defined under the rules of such exchange;

• are not required to have a compensation committee that is composed entirely of independent directors; and

• are not required to have a nominating and corporate governance committee that is composed entirely of independent directors.

Following this offering, we intend to utilize these exemptions. As a result, we do not expect a majority of the directors on our board will be independent upon the closing of this offering. In addition, we do not expect that any of the committees of the board will consist entirely of independent directors upon the closing of this offering. Accordingly, you will not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of the Nasdaq.

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As a foreign private issuer, we are permitted to, and we will, rely on exemptions from certain Nasdaq corporate governance standards applicable to U.S. issuers, including the requirement that a majority of an issuer’s directors consist of independent directors. This may afford less protection to holders of our Class A common shares.

Section 5605 of the Nasdaq equity rules requires listed companies to have, among other things, a majority of their board members be independent, and to have independent director oversight of executive compensation, nomination of directors and corporate governance matters. As a foreign private issuer, however, we are permitted to, and we will, follow home country practice in lieu of the above requirements. See “Description of Share Capital—Principal Differences between Cayman Islands and U.S. Corporate Law.”

We may lose our foreign private issuer status which would then require us to comply with the Exchange Act’s domestic reporting regime and cause us to incur significant legal, accounting and other expenses.

In order to maintain our current status as a foreign private issuer, either (a) more than 50% of our Class A common shares must be either directly or indirectly owned of record by non-residents of the United States or (b)(i) a majority of our executive officers or directors may not be U.S. citizens or residents; (2) more than 50% of our assets cannot be located in the United States; and (3) our business must be administered principally outside the United States. If we lose this status, we would be required to comply with the Exchange Act reporting and other requirements applicable to U.S. domestic issuers, which are more detailed and extensive than the requirements for foreign private issuers. We may also be required to make changes in our corporate governance practices in accordance with various SEC and the Nasdaq rules. The regulatory and compliance costs to us under U.S. securities laws if we are required to comply with the reporting requirements applicable to a U.S. domestic issuer may be significantly higher than the costs we will incur as a foreign private issuer.

Our shareholders may face difficulties in protecting their interests because we are a Cayman Islands exempted company.

Our corporate affairs are governed by our Articles of Association, by the Companies Law (as amended) of the Cayman Islands and the common law of the Cayman Islands. The rights of shareholders to take action against our directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as that from English common law, which has persuasive, but not binding, authority on a court in the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a less exhaustive body of securities laws than the United States. In addition, some U.S. states, such as Delaware, have more fulsome and judicially interpreted bodies of corporate law than the Cayman Islands.

While Cayman Islands law allows a dissenting shareholder to express the shareholder’s view that a court sanctioned reorganization of a Cayman Islands company would not provide fair value for the shareholder’s shares, Cayman Islands statutory law does not specifically provide for shareholder appraisal rights in connection with a court sanctioned reorganization (by way of a scheme of arrangement). This may make it more difficult for you to assess the value of any consideration you may receive in a merger or consolidation (by way of a scheme of arrangement) or to require that the acquirer gives you additional consideration if you believe the consideration offered is insufficient. However, Cayman Islands statutory law provides a mechanism for a dissenting shareholder in a merger or consolidation to apply to the Grand Court of the Cayman Islands for a determination of the fair value of the dissenter’s shares if it is not possible for the company and the dissenter to agree on a fair price within the time limits prescribed.

Shareholders of Cayman Islands exempted companies (such as us) have no general rights under Cayman Islands law to inspect corporate records and accounts or to obtain copies of lists of shareholders. Our directors

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have discretion under our Articles of Association to determine whether or not, and under what conditions, our corporate records may be inspected by our shareholders, but are not obliged to make them available to our shareholders. This may make it more difficult for you to obtain information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest.

Subject to limited exceptions, under Cayman Islands law, a minority shareholder may not bring a derivative action against the board of directors. Class actions are not recognized in the Cayman Islands, but groups of shareholders with identical interests may bring representative proceedings, which are similar.

United States civil liabilities and certain judgments obtained against us by our shareholders may not be enforceable.

We are a Cayman Islands exempted company and substantially all of our assets are located outside of the United States. In addition, the majority of our directors and officers are nationals and residents of countries other than the United States. A substantial portion of the assets of these persons is located outside of the United States. As a result, it may be difficult to effect service of process within the United States upon these persons. It may also be difficult to enforce in U.S. courts judgments obtained in U.S. courts based on the civil liability provisions of the U.S. federal securities laws against us and our officers and directors who are not resident in the United States and the substantial majority of whose assets are located outside of the United States.

Further, it is unclear if original actions predicated on civil liabilities based solely upon U.S. federal securities laws are enforceable in courts outside the United States, including in the Cayman Islands and Brazil. Courts of the Cayman Islands may not, in an original action in the Cayman Islands, recognize or enforce judgments of U.S. courts predicated upon the civil liability provisions of the securities laws of the United States or any state of the United States on the grounds that such provisions are penal in nature. Although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, courts of the Cayman Islands will recognize and enforce a foreign judgment of a court of competent jurisdiction if such judgment is final, for a liquidated sum, provided it is not in respect of taxes or a fine or penalty, is not inconsistent with a Cayman Islands judgment in respect of the same matters, and was not obtained in a manner which is contrary to the public policy of the Cayman Islands. In addition, a Cayman Islands court may stay proceedings if concurrent proceedings are being brought elsewhere.

Judgments of Brazilian courts to enforce our obligations with respect to our Class A common shares may be payable only in reais.

Most of our assets are located in Brazil. If proceedings are brought in the courts of Brazil seeking to enforce our obligations in respect of our Class A common shares, we may not be required to discharge our obligations in a currency other than the real. Under Brazilian exchange control laws, an obligation in Brazil to pay amounts denominated in a currency other than the real may only be satisfied in Brazilian currency at the exchange rate, typically as determined by the Central Bank, in effect on the date the judgment is obtained, and such amounts are then typically adjusted to reflect exchange rate variations and monetary restatements through the effective payment date. The then-prevailing exchange rate may not afford non-Brazilian investors with full compensation for any claim arising out of or related to our obligations under the Class A common shares.

Our Class A common shares may not be a suitable investment for all investors, as investment in our Class A common shares presents risks and the possibility of financial losses.

The investment in our Class A common shares is subject to risks. Investors who wish to invest in our Class A common shares are thus subject to asset losses, including loss of the entire value of their investment, as well as other risks, including those related to our Class A common shares, us, the sector in which we operate, our shareholders and the general macroeconomic environment in Brazil, among other risks.

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Each potential investor in our Class A common shares must therefore determine the suitability of that investment in light of its own circumstances. In particular, each potential investor should:

• have sufficient knowledge and experience to make a meaningful evaluation of our Class A common shares, the merits and risks of investing in our Class A common shares and the information contained in this prospectus;

• have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in our Class A common shares and the impact our Class A common shares will have on its overall investment portfolio;

• have sufficient financial resources and liquidity to bear all of the risks of an investment in our Class A common shares;

• understand thoroughly the terms of our Class A common shares and be familiar with the behavior of any relevant indices and financial markets; and

• be able to evaluate (either alone or with the help of a financial advisor) possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the applicable risks.

There can be no assurance that we will not be a passive foreign investment company for any taxable year, which could subject U.S. investors in our Class A common shares to significant adverse U.S. federal income tax consequences.

Under the Internal Revenue Code of 1986, as amended, or the Code, we will be a passive foreign investment company, or PFIC, for any taxable year in which, after the application of certain look-through rules with respect to subsidiaries, either (1) 75% or more of our gross income consists of “passive income;” or (2) 50% or more of the average quarterly value of our assets consists of assets that produce, or are held for the production of, “passive income.” Passive income generally includes dividends, interest, certain non-active rents and royalties, and capital gains. Based on our current operations, income, assets and certain estimates and projections, including as to the relative values of our assets, including goodwill, which is based on the expected price of our Class A common shares, we do not expect to be a PFIC for our 2020 taxable year. However, there can be no assurance that the Internal Revenue Service, or the IRS, will agree with our conclusion. In addition, whether we will be a PFIC in 2020 or any future year is uncertain because, among other things, (1) we will hold a substantial amount of cash following this offering, which is categorized as a passive asset; and (2) our PFIC status for any taxable year will depend on the composition of our income and assets and the value of our assets from time to time (which may be determined, in part, by reference to the market price of our Class A common shares, which could be volatile). As discussed in “Use of Proceeds,” we plan to use the proceeds from this offering to fund investments, which may generate, at least in part, passive income. To the extent that growth in any such passive income outpaces our active business, our PFIC status could change. Accordingly, there can be no assurance that we will not be a PFIC for any taxable year.

If we are a PFIC for any taxable year during which a U.S. investor holds Class A common shares, we generally would continue to be treated as a PFIC with respect to that U.S. investor for all succeeding years during which the U.S. investor holds Class A common shares, even if we ceased to meet the threshold requirements for PFIC status. Such a U.S. investor may be subject to adverse U.S. federal income tax consequences, including (1) the treatment of all or a portion of any gain on disposition as ordinary income; (2) the application of a deferred interest charge on such gain and the receipt of certain dividends; and (3) compliance with certain reporting requirements. A “mark-to-market” election may be available that will alter the consequences of PFIC status if our Class A common shares are regularly traded on a qualified exchange. For further discussion, see “Taxation—U.S. Federal Income Tax Considerations.”

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If we were deemed to be an “investment company” under the Investment Company Act, applicable restrictions could make it impractical for us to continue our business as contemplated and could have a material adverse effect on our business, results of operations and financial condition.

We intend to conduct our operations so that the Company will not be deemed to be an investment company under the Investment Company Act. Rule 3a-1 under the Investment Company Act generally provides that an entity will not be deemed to be an “investment company” for purposes of the Investment Company Act if: (a) it does not hold itself out as being engaged primarily, and does not propose to engage primarily, in the business of investing, reinvesting or trading securities and (b) consolidating the entity’s wholly-owned subsidiaries (within the meaning of the Investment Company Act), no more than 45% of the value of its assets (exclusive of U.S. government securities and cash items) consists of, and no more than 45% of its net income after taxes (for the past four fiscal quarters combined) is derived from, securities other than U.S. government securities, securities issued by employees’ securities companies, securities issued by qualifying majority owned subsidiaries of such entity and securities issued by qualifying companies that are controlled primarily by such entity.

We believe that we are engaged primarily in the business of providing asset management services and not in the business of investing, reinvesting or trading in securities. We also believe that the primary source of income from each of our businesses is properly characterized as income earned in exchange for the provision of services. We hold ourselves out as an asset management firm and do not propose to engage primarily in the business of investing, reinvesting or trading in securities. Accordingly, we do not believe that the Company is what is frequently referred to as an “orthodox” investment company as defined in the Investment Company Act and described in clause (a) in the first sentence of the preceding paragraph. Furthermore, the Company’s assets, consolidated with its wholly-owned subsidiaries (within the meaning of the Investment Company Act), consist primarily of fee receivables for the provision of services, property and equipment, right-of-use leases deferred tax assets, and other assets that we believe would not be considered securities for purposes of the Investment Company Act. Therefore, we believe that, consolidating the Company’s wholly-owned subsidiaries (within the meaning of the Investment Company Act), no more than 45% of the value of its assets (exclusive of U.S. government securities and cash items) consists of, and no more than 45% of its net income after taxes (for the past four fiscal quarters combined) is derived from, securities other than U.S. government securities, securities issued by employees’ securities companies, securities issued by qualifying majority owned subsidiaries of the Company and securities issued by qualifying companies that are controlled primarily by the Company. Accordingly, we do not believe the Company is an investment company by virtue of the 45% test in Rule 3a-1 under the Investment Company Act as described in clause (b) in the first sentence of the preceding paragraph. Alternatively, we do not believe the Company is an inadvertent investment company by virtue of Section 3(a)(1)(C) of the Investment Company Act, under which an entity is generally deemed to be an “investment company” if, absent an applicable exemption, it owns or proposes to acquire investment securities (other than U.S. government securities, securities issued by employees’ securities companies and securities issued by qualifying majority owned subsidiaries of such entity) having a value exceeding 40% of the value of its total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. On an unconsolidated basis, at least 60% of the value of our total assets (exclusive of U.S. government securities and cash items) consists of our interest in Vinci Investments Brazil, our majority owned subsidiary which we believe is a qualifying majority owned subsidiary for purposes of the 40% test described in the preceding sentence, because it is primarily engaged in providing asset management services and is not an investment company by virtue of Rule 3a-1 as described above. In addition, we believe the Company is not an investment company under section 3(b)(1) of the Investment Company Act because it is primarily engaged in a non-investment company business.

However, our subsidiaries have a significant number of investment securities, and we expect to make investments in other investment securities from time to time. We monitor these holdings regularly to confirm our continued compliance with the assets and income test described above. The need to comply with this test may cause us to restrict our business and subsidiaries with respect to the assets in which we can invest (including the manner in which we can use the proceeds from this offering or any other securities offering) and/or the types of

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securities we may issue, sell investment securities, including on unfavorable terms, acquire assets or businesses that could change the nature of our business or potentially take other actions that may be viewed as adverse to the holders of our Class A common stock, in order to conduct our business in a manner that does not subject us to the registration and other requirements of the Investment Company Act.

If anything were to happen which would cause the Company to be deemed to be an investment company under the Investment Company Act, we may lose our ability to raise money in the U.S. capital markets and from U.S. lenders, and additional restrictions under the Investment Company Act could apply to us, all of which could make it impractical for us to continue our business as currently conducted. This would materially and adversely affect the value of your Class A common shares and our ability to pay dividends in respect of our Class A common shares.

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PRESENTATION OF FINANCIAL AND OTHER INFORMATION

All references to “U.S. dollars,” “dollars” or “$” are to the U.S. dollar. All references to “real,” “reais,” “Brazilian real,” “Brazilian reais,” or “R$” are to the Brazilian real, the official currency of Brazil. All references to “IFRS” are to International Financial Reporting Standards, as issued by the International Accounting Standards Board, or the IASB.

Financial Statements

Vinci Partners, the company the Class A common shares of which are being offered in this prospectus, was incorporated on September 21, 2020, as a Cayman Islands exempted company with limited liability duly registered with the Cayman Islands Registrar of Companies. Until the contribution of Vinci Partners Brazil quotas to it, prior to the consummation of this offering, Vinci Partners will not have commenced operations and will have only nominal assets and liabilities and no material contingent liabilities or commitments.

We present in this prospectus the unaudited interim consolidated financial statements as of September 30, 2020 and for the nine months ended September 30, 2020 and 2019, prepared in accordance with IAS 34, as issued by the IASB, and the audited consolidated financial statements as of December 31, 2019 and 2018 and January 1, 2018, and for the years ended December 31, 2019 and 2018, of Vinci Partners Brazil, our principal holding company and wholly-owned subsidiary, prepared in accordance with IFRS, as issued by the IASB.

Vinci Partners Brazil maintains its books and records in Brazilian reais, the presentation currency for its financial statements and also the functional currency of our operations in Brazil. Unless otherwise noted, the financial information presented herein as of September 30, 2020, December 31, 2019 and 2018 and January 1, 2018, and for the nine months ended September 30, 2020 and 2019 and for the years ended December 31, 2019 and 2018, is stated in Brazilian reais, our reporting currency. The consolidated financial information of Vinci Partners Brazil contained in this prospectus is derived from Vinci Partners Brazil’s unaudited interim consolidated financial statements as of September 30, 2020 and for the nine months ended September 30, 2020 and 2019, together with the notes thereto and audited consolidated financial statements as of December 31, 2019 and 2018 and January 1, 2018, and for the years ended December 31, 2019 and 2018, together with the notes thereto. All references herein to “our financial statements,” “our audited consolidated financial information,” and “our audited consolidated financial statements” are to Vinci Partners Brazil’s consolidated financial statements included elsewhere in this prospectus.

This financial information should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements, including the notes thereto, included elsewhere in this prospectus.

Following this offering, we will begin reporting consolidated financial information to shareholders, and Vinci Partners Brazil will not present consolidated financial statements. We also maintain our books and records in Brazilian reais and our consolidated financial statements will be prepared in accordance with IFRS, as issued by the IASB.

Vinci Partners Brazil’s and our fiscal year ends on December 31. References in this prospectus to a fiscal year, such as “fiscal year 2019,” relate to our fiscal year ended on December 31 of that calendar year.

Corporate Events

Our Incorporation

We are a Cayman Islands exempted company incorporated with limited liability on September 21, 2020 for purposes of effectuating our initial public offering.

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Our Corporate Reorganization

Prior to this offering, all of the quotaholders of Vinci Partners Brazil, held, directly or indirectly, 8,730,000 quotas of Vinci Partners Brazil which are all of the quotas of Vinci Partners Brazil, our Brazilian principal holding company whose consolidated financial statements are included elsewhere in this prospectus.

Prior to this offering, all of the quotaholders of Vinci Brazil have contributed the entirety of their quotas in Vinci Partners Brazil to us. In return for this contribution, we have issued (1) new Class B common shares to Gilberto Sayão da Silva and (2) new Class A common shares to all other quotaholders of Vinci Partners Brazil, in each case in a one-to- 4.77 exchange for the quotas of Vinci Partners Brazil contributed to us, or the Contribution. Until the Contribution, we had not commenced operations and had only nominal assets and liabilities and no material contingent liabilities or commitments.

After accounting for the new Class A common shares that will be issued and sold by us in this offering, we will have a total of 55,515,574 common shares issued and outstanding immediately following this offering, 14,466,239 of these shares will be Class B common shares beneficially owned by Gilberto Sayão da Silva, and 41,049,335 of these shares will be Class A common shares beneficially owned by the other former quotaholders of Vinci Partners Brazil and the investors purchasing in this offering. See “Principal Shareholders.”

The following chart shows our simplified corporate structure, after giving effect to our corporate reorganization, the Contribution and this offering:

Please read the information in the section entitled “Summary—Our Corporate Structure” for a description of the operations of our material operating subsidiaries.

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Financial Information in U.S. Dollars

Solely for the convenience of the reader, we have translated some of the real amounts included in this prospectus from reais into U.S. dollars. You should not construe these translations as representations by us that the amounts actually represent these U.S. dollar amounts or could be converted into U.S. dollars at the rates indicated. Unless otherwise indicated, we have translated real amounts into U.S. dollars using a rate of R$5.6407 to US$1.00, the commercial selling rate for U.S. dollars as of September 30, 2020, as reported by the Central Bank. See “Exchange Rates” for more detailed information regarding the translation of reais into U.S. dollars and for historical exchange rates for the Brazilian real.

Vinci Capital Partners III Catch-Up

The final round of capital raising for the Vinci Capital Partners III fund (the newest fund managed by us within our private equity segment) was closed on April 30, 2019, for a total capital commitment of R$4.0 billion (measured using the exchange rate reported by the Central Bank on April 30, 2019, of R$3.9453 per US$1.00). The amount of capital raised in the final round of funding was R$1.3 billion (measured using the exchange rate reported by the Central Bank on April 30, 2019, of R$3.9453 per US$1.00), representing 33% of the total capital commitment for the fund. We closed a number of funding rounds after the initial closing in 2017 through the final closing on April 30, 2019, and investors who subscribed capital after the initial closing were required to pay a one-time fund management fee equivalent to the amount that each limited partner would have paid if such limited partner had been invested in the fund since the initial round of funding, which one-time fund management fee payments we refer to as the Vinci Capital Partners III Catch-Up. Payment of the Vinci Capital Partners III Catch-Up generated an increase on gross revenue from services rendered of R$26.7 million (or net revenue from services rendered of R$25.9 million) in 2019 of which R$19.1 million was fund management fees from investors related to the 2018 period (equivalent to R$18.5 million of net revenue from services rendered). Because of the magnitude of the Vinci Capital Partners III Catch-Up, which was fully recognized in 2019, our results of operations for the year ended December 31, 2019, and for the nine months ended September 30, 2019, reflect a significantly higher net revenue from services rendered in our private equity segment in comparison with our results of operations for the year ended December 31, 2018, and for the nine months ended September 30, 2020, respectively. In the discussion of our results of operations for the nine months ended September 30, 2020 and 2019 and for 2019 and 2018 under “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations of Vinci Brazil,” we present the impact of the Vinci Capital Partners III Catch-Up in our 2019 results of operations.

Special Note Regarding Non-GAAP Financial Measures

This prospectus presents our FRE, FRE Margin, Adjusted FRE, Adjusted FRE Margin, PRE, Adjusted PRE, Distributable Earnings, Adjusted Distributable Earnings, Adjusted Profit for the year, Adjusted Profit Margin for the year and Net Revenue from Fund Management and Advisory as well as Dividends to Partners, Dividends to Partners related to performance fees, Dividends to Partners, excluding performance fee-related dividends, and Dividends to Partners excluding unrealized performance fee-related dividends, which are non-GAAP financial measures, and their reconciliations to the nearest measure as defined by IFRS, for the convenience of investors.

We present FRE, and Adjusted FRE because we believe these are useful metrics to monitor the baseline performance of, and trends in, our business, in a manner that does not include performance fees or investment income. FRE is calculated as operating profit, less (a) net revenue from realized performance fees, less (b) net revenue from unrealized performance fees, plus (c) compensation allocated in relation to performance fees. FRE Margin is calculated as FRE divided by Net Revenue from Fund Management and Advisory. Adjusted FRE is calculated as FRE, less Dividends to Partners, excluding performance fee-related dividends. Adjusted FRE Margin is calculated as Adjusted FRE divided by Net Revenue from Fund Management and Advisory.

We present performance related earnings, or PRE, because we believe this measure can provide useful information as a performance measure that we use to assess our ability to generate profits from revenue that

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relies on outcomes from funds above their respective benchmarks. We calculate PRE as operating profit, less (a) net revenue from fund management, less (b) net revenue from advisory, plus (c) personnel expenses and profit sharing, plus (d) other general and administrative expenses, less (e) compensation in relation to performance fees. Adjusted performance related earnings, or Adjusted PRE, is calculated as PRE, less Dividends to Partners related to performance fees.

We present Distributable Earnings as a reference point by our board of directors for determining the amount of earnings available to distribute to shareholders as dividends. Distributable Earnings is calculated as profit for the year, less (a) net revenue from unrealized performance fees, plus (b) income taxes from unrealized performance fees, plus (c) compensation allocated in relation to unrealized performance fees, less (d) unrealized gain from investment income, plus (e) income taxes on unrealized gain from investment income. Adjusted Distributable Earnings is calculated as Distributable Earnings, less Dividends to Partners, excluding unrealized performance fee-related dividends.

We present Adjusted Profit for the year because management evaluates this measure and we believe this measure can provide useful information to investors and analysts regarding the net results of our business, excluding Dividends to Partners. We calculate Adjusted Profit for the year as profit for the year, less Dividends to Partners.

We present Net Revenue from Fund Management and Advisory as a performance measure that we use to assess our ability to generate profits from our fund management and advisory business without measuring the outcomes from funds above their respective benchmarks. We calculate Net Revenue from Fund Management and Advisory as total net revenue from services rendered less (a) net revenue from realized performance fees, and less (b) net revenue from unrealized performance fees.

FRE, FRE Margin, Adjusted FRE, Adjusted FRE Margin, PRE, Adjusted PRE, Distributable Earnings, Adjusted Distributable Earnings, Adjusted Profit for the year, Adjusted Profit Margin for the year and Net Revenue from Fund Management and Advisory as described in this prospectus are non-GAAP measures that are not a substitute for the IFRS measures of earnings. Additionally, our calculation of these measures may be different from the calculation used by other companies, including our competitors in the financial services industry, and therefore, our measures may not be comparable to those of other companies.

We present Dividends to Partners, Dividends to Partners related to performance fees, Dividends to Partners, excluding performance fee-related dividends, and Dividends to Partners excluding unrealized performance fee-related dividends as measures that we use to assess the share of distributions made to our partners and for purposes of calculating a number of the non-GAAP measures described above. Dividends to Partners, represents a portion of total dividends distributed or declared for distribution by Vinci Partners, related to management fees or performance fees; Dividends to Partners related to performance fees are those dividends that are distributed or declared for distribution to partners in connection with performance related to fund outcomes above their respective benchmarks; Dividends to Partners, excluding performance fee-related dividends are those dividends distributed or declared for distribution to partners other than those related to performance fees; and Dividends to Partners, excluding unrealized performance fee-related dividends are dividends that are distributed or declared for distribution to partners other than dividends for which performance fees are not yet recognized as realized performance fee-related dividends under the relevant accounting criteria (i.e., it is not yet highly probable that the amount of revenue related to such fees will not be changed in the income statement).

Market Share and Other Information

This prospectus contains data related to economic conditions in the market in which we operate. The information contained in this prospectus concerning economic conditions is based on publicly available information from third-party sources that we believe to be reasonable. Market data and certain industry forecast data used in this prospectus were obtained from internal reports and studies, where appropriate, as well as

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estimates, market research, publicly available information (including information available from the United States Securities and Exchange Commission website) and industry publications. We obtained the information included in this prospectus relating to the industry in which we operate, as well as the estimates concerning market shares, through internal research, public information and publications on the industry prepared by official public sources, such as the Central Bank, or the World Bank, as well as private sources, such as ANBIMA, B3, Bloomberg, BNDES, CVM, Inter.B Consultoria Internacional de Negócios, McKinsey & Company, Oliver Wyman, and Reuters, among others.

Industry publications generally state that the information they include has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. Although we have no reason to believe any of this information or these reports are inaccurate in any material respect and believe and act as if they are reliable, neither we, the underwriters, nor their respective agents have independently verified it. Governmental publications and other market sources, including those referred to above, generally state that their information was obtained from recognized and reliable sources, but the accuracy and completeness of that information is not guaranteed. In addition, the data that we compile internally and our estimates have not been verified by an independent source. Except as disclosed in this prospectus, none of the publications, reports or other published industry sources referred to in this prospectus were commissioned by us or prepared at our request. Except as disclosed in this prospectus, we have not sought or obtained the consent of any of these sources to include such market data in this prospectus.

Rounding

We have made rounding adjustments to some of the figures included in this prospectus. Accordingly, numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figures that preceded them.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains statements that constitute forward-looking statements. Many of the forward-looking statements contained in this prospectus can be identified by the use of forward-looking words such as “anticipate,” “believe,” “could,” “expect,” “should,” “plan,” “intend,” “estimate” and “potential,” among others.

Forward-looking statements appear in a number of places in this prospectus and include, but are not limited to, statements regarding our intent, belief or current expectations. Forward-looking statements are based on our management’s beliefs and assumptions and on information currently available to our management. Such statements are subject to risks and uncertainties, and actual results may differ materially from those expressed or implied in the forward-looking statements due to various factors, including, but not limited to, those identified under the section entitled “Risk Factors” in this prospectus. These risks and uncertainties include factors relating to:

• general economic, financial, political, demographic and business conditions in Brazil, as well as any other countries we may invest and attract investors from in the future and their impact on our business;

• the actual and potential effects of the COVID-19 pandemic and its potential to have an ongoing adverse impact on global, regional and national economies;

• fluctuations in interest, inflation and exchange rates in Brazil and any other countries we may serve in the future;

• competition in the investment advisory and financial services industry;

• our ability to implement our business strategy;

• investment performance of investment funds managed by our asset managers or by third parties;

• the availability of government authorizations on terms and conditions and within periods acceptable to us;

• our ability to continue attracting and retaining new appropriately skilled employees;

• our capitalization and ability to fund new investments;

• our ability to adapt to the rapid pace of technological changes in the financial services industry;

• the interests of our controlling shareholder, Gilberto Sayão da Silva, who will own 100% of our outstanding Class B common shares, which will represent approximately 77.9% of the voting power of our issued share capital following this offering;

• changes in government regulations applicable to the financial services industry in Brazil and elsewhere;

• our ability to compete and conduct our business in the future;

• the success of operating initiatives, including advertising and promotional efforts and new product, service and concept development by us and our competitors;

• changes in investors’ demands regarding investment products, customer experience related to investments and technological advances, and our ability to innovate to respond to such changes;

• changes in labor, distribution and other operating costs;

• our compliance with, and changes to, government laws, regulations and tax matters that currently apply to us;

• other factors that may affect our financial condition, liquidity and results of operations; and

• other risk factors discussed under “Risk Factors.”

Forward-looking statements speak only as of the date they are made, and we do not undertake any obligation to update them in light of new information or future developments or to release publicly any revisions to these statements in order to reflect later events or circumstances or to reflect the occurrence of unanticipated events.

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USE OF PROCEEDS

We estimate that the net proceeds from our issuance and sale of 13,873,474 shares of our Class A common shares in this offering will be approximately US$216.0 million (or US$248.9 million if the underwriters exercise in full their option to purchase additional shares), assuming an initial public offering price of US$17.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

Each US$1.00 increase (decrease) in the assumed initial public offering price of US$17.00 per share would increase (decrease) the net proceeds to us from this offering by approximately US$12.9 million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. Each increase (decrease) of 1.0 million in the number of shares we are offering would increase (decrease) the net proceeds to us from this offering, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us, by approximately US$15.8 million, assuming the assumed initial public offering price stays the same.

We intend to use the net proceeds from this offering (1) to fund investments in our own products alongside our investors; (2) to pursue opportunities for strategic transactions; and (3) for other general corporate purposes.

Amounts of any proceeds used to fund investments in our own products alongside our investors would be used to accelerate the growth of existing strategies within our business lines, though we could choose to direct proceeds towards the launch of new and complementary investment strategies for our long-term segments (such as private equity, infrastructure, real estate and credit) and our investment products in our more short-term segments (such as hedge funds, public equities and investment products and solutions). We would seek to allocate resources across products with the objective of achieving optimal returns for Vinci Partners and consequently our shareholders, through the combination of capital return and leverage of overall fundraising for our investment strategies.

In addition, we may use the net proceeds from this offering to fund potential future merger and acquisition, partnership and joint venture opportunities. Any acquisitions, if pursued, would be expected to consist of a combination of cash and stock, with the objective of integrating businesses that would be complementary to ours and improve our overall strategic positioning. In pursuing potential acquisitions, we would take into consideration “build-versus-buy” characteristics, and the accretive nature of any acquisition to our business plan.

We may consider acquisition opportunities that reinforce our strategy and market positioning. We will have broad discretion in allocating the net proceeds from this offering. Although we currently anticipate that we will use the net proceeds from this offering as described above, there may be circumstances where a reallocation of funds is necessary. The amounts and timing of our actual expenditures will depend upon numerous factors, including the factors described under “Risk Factors” in this prospectus. Accordingly, our management will have flexibility in applying the net proceeds from this offering. An investor will not have the opportunity to evaluate the economic, financial or other information on which we base our decisions on how to use the proceeds.

Pending our use of the net proceeds from this offering, we intend to invest the net proceeds in a variety of capital preservation investments, including short-term, investment-grade, interest-bearing instruments and U.S. government securities. No assurance can be given that we will invest the net proceeds from this offering in a manner that produces income or that does not result in a loss in value.

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DIVIDENDS AND DIVIDEND POLICY

We intend to pay semi-annual cash dividends on our common shares initially at an amount equal to at least 50% of our Distributable Earnings. We do not have a legal obligation to pay a semi-annual dividend or dividends at any specified rate or at all. Any declaration of dividends will be at the discretion of our board of directors and will depend on our financial condition, earnings, cash needs, regulatory constraints, capital requirements (including requirements of our subsidiaries and the ability of our subsidiaries to pay dividends to us) and any other factors that our board of directors deems relevant in making such a determination. Therefore, there can be no assurance that we will pay any dividends to holders of our common shares, or as to the amount of any such dividends.

In 2019 and 2018, Vinci Partners Brazil paid dividends totaling R$76.2 million and R$45.9 million, respectively. In the nine months ended on September 30, 2020, Vinci Partners Brazil paid dividends totaling R$129.8 million. Subsequent to September 30, 2020, Vinci Partners Brazil declared, made provisions for the payment of, and partially paid dividends related to earnings through the eleven months ended November 30, 2020, totaling R$141.3 million. Of this amount, R$117.0 million were related to the nine months dividend. In addition, Vinci Partners is expected to declare, and make provisions for, the payment of dividends related to earnings for the month of December 2020, prior to the consummation of this offering. The majority of the dividend declared in relation to earnings or retained earnings through December 30, 2020 is expected to be distributed to the former quotaholders of Vinci Partners Brazil by the end of the first quarter 2021, and investors purchasing Class A common shares in this offering will not be entitled to receive any portion of this dividend. See the statement of cash flows to our unaudited interim consolidated financial statements included elsewhere in this prospectus. See also “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Factors Affecting the Comparability of Our Results of Operations—Partner Dividends” regarding our historical practice for distributing dividends to our partners.

Certain Cayman Islands Legal Requirements Related to Dividends

Under the Companies Law and our Articles of Association, a Cayman Islands company may pay a dividend out of either its profit or share premium account, but a dividend may not be paid if this would result in the company being unable to pay its debts as they fall due in the ordinary course of business. According to our Articles of Association, dividends can be declared and paid out of funds lawfully available to us, which include the share premium account. Dividends, if any, would be paid in proportion to the number of common shares a shareholder holds. For further information, see “Taxation—Cayman Islands Tax Considerations.”

Additionally, please refer to “Risk Factors—Certain Risks Relating to Our Business and Industry—Our holding company structure makes us dependent on the operations of our subsidiaries.” Our ability to pay dividends is directly related to positive and distributable net results from our subsidiaries. We depend on dividend distributions by our subsidiaries, and we may be adversely affected if the performance of our subsidiaries is not positive. If, for any legal reasons due to new laws or bilateral agreements between countries, they are unable to pay dividends to Cayman Islands companies, or if a Cayman Islands company becomes incapable of receiving them, we may not be able to make any dividend payments in the future.

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CAPITALIZATION

The table below sets forth our total capitalization (defined as long-term debt and total equity) as of September 30, 2020 (in each case, after giving effect to the nine months dividend and the Contribution), as follows:

• historical financial information of Vinci Partners Brazil, on an actual basis;

• of Vinci Partners Brazil after giving effect to the nine months dividend in the amount of R$117.0 million;

• of Vinci Partners (after giving effect to the Contribution); and

• of Vinci Partners, as further adjusted to give effect to the items listed in the preceding bullet and to the issuance and sale by us of the Class A common shares in this offering, and the receipt of approximately US$216.0 million (R$1,138.6 million) in estimated net proceeds, considering an offering price of US$17.00 (R$89.60) per Class A common share (the midpoint of the range set forth on the cover of this prospectus), after deduction of the estimated underwriting discounts and commissions and estimated offering expenses payable by us in connection with this offering, and the use of proceeds therefrom (and assuming no exercise of the underwriters’ option to purchase additional shares and placement of all offered Class A common shares).

Investors should read this table in conjunction with our unaudited interim consolidated financial statements and the related notes included elsewhere in this prospectus, with the sections of this prospectus entitled “Selected Financial Information,” with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and with other financial information contained in this prospectus.

	As of September 30, 2020
	Vinci Partners Brazil, actual						Vinci Partners Brazil (after giving effect to the nine months dividend)						Vinci Partners (after giving effect to the Contribution)						Vinci Partners, as further adjusted for this offering (2)
	(US$) (1)			(R$)			(US$) (1)			(R$)			(US$) (1)			(R$)			(US$) (1)			(R$)
	(in thousands)
Long-term debt, excluding current portion (3)		(14,428	)		(81,385	)		(14,428	)		(81,385	)		(14,428	)		(81,385	)		(14,428	)		(81,385	)
Total equity		(24,277	)		(136,939	)		(3,540	)		(19,969	)		(3,540	)		(19,969	)		(205,389	)		(1,158,539	)
Total capitalization (4)		(38,705	)		(218,324	)		(17,968	)		(101,354	)		(17,968	)		(101,354	)		(219,817	)		(1,239,924	)

(1) For convenience purposes only, amounts in reais as of September 30, 2020, have been translated to U.S. dollars at the exchange rate of R$5.6407 to US$1.00, the commercial selling rate for U.S. dollars as of September 30, 2020, as reported by the Central Bank. These translations should not be considered representations that any such amounts have been, could have been or could be converted at that or any other exchange rate. See “Exchange Rates” and “Presentation of Financial and Other Information” for further information about recent fluctuations in exchange rates.

(2) Each US$1.00 increase (decrease) in the offering price per Class A common share would increase (decrease) our total capitalization and shareholders’ equity by R$68.0 million.

(3) Consists solely of non-current lease liabilities.

(4) Total capitalization consists of long-term debt (excluding current portion) plus total equity.

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DILUTION

Prior to this initial public offering and after the Contribution, the prior quotaholders of Vinci Partners Brazil hold all of our issued and outstanding shares, and we hold all of the issued and outstanding quotas in Vinci Partners Brazil.

We have presented the dilution calculation below on the basis of Vinci Partners Brazil’s net tangible book value as of September 30, 2020, because (1) until the contribution of Vinci Partners Brazil quotas to it, Vinci Partners will not have commenced operations and will have only nominal assets and liabilities and no material contingent liabilities or commitments; and (2) the number of common shares of Vinci Partners in issuance prior to this offering was the same as the number of quotas of Vinci Partners Brazil in issuance as of September 30, 2020, after giving effect to the Contribution.

As of September 30, 2020, Vinci Partners Brazil had an adjusted net tangible book value of R$13.0 million, corresponding to a net tangible book value of R$0.3 per share, after giving effect to the nine months dividend and the Contribution. Net tangible book value per share represents the amount of our total assets less our total liabilities, excluding goodwill and other intangible assets, divided by 41,642,100, the total number of shares outstanding as of September 30, 2020, after giving effect to the nine months dividend and the Contribution.

After giving effect to the nine months dividend and the Contribution and the sale of the Class A common shares offered by us in this offering, and considering an offering price of US$17.00 per Class A common share (the midpoint of the range set forth on the cover of this prospectus), after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us, our net tangible book value estimated as of September 30, 2020, would have been approximately US$218.5 million, representing US$3.94 per share. This represents an immediate increase in net tangible book value of US$3.88 per share to existing shareholders and an immediate dilution in net tangible book value of US$13.06 per share to new investors purchasing Class A common shares in this offering. Dilution for this purpose represents the difference between the price per Class A common shares paid by these purchasers and net tangible book value per Class A common share immediately after the completion of this offering.

If you invest in our Class A common shares, your interest will be diluted to the extent of the difference between the initial public offering price per Class A common share (when converted into reais) and the pro forma net tangible book value per Class A common share after accounting for the issuance and sale of new common shares in this offering.

Because the Class A common shares and Class B common shares of Vinci Partners have the same dividend and other rights, except for voting and preemption rights, we have counted the Class A common shares and Class B common shares equally for purposes of the dilution calculations below.

The following table illustrates this dilution to new investors purchasing Class A common shares in this offering.

Net tangible book value per share as of September 30, 2020 (after giving effect to the nine months dividend and the Contribution)	US$	0.06
Increase in net tangible book value per share attributable to new investors	US$	3.88
Pro forma net tangible book value per share immediately after this offering (after giving effect to the nine months dividend and the Contribution)	US$	3.94
Dilution per Class A common share to new investors	US$	13.06
Percentage of dilution in net tangible book value per Class A common share for new investors		76.9%

Each US$1.00 increase (decrease) in the offering price per Class A common share, respectively, would increase (decrease) the net tangible book value immediately after this offering by US$0.23 per Class A common share and the dilution to investors in this offering by US$0.77 per Class A common share.

To the extent that we grant options in the future and those options are exercised or other issuances of common shares are made, there will be further dilution to new investors. See “Management-Long—Term Incentive Plan.”

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EXCHANGE RATES

The Brazilian foreign exchange system allows the purchase and sale of foreign currency and the international transfer of reais by any person or legal entity, regardless of the amount, subject to certain regulatory procedures.

The real depreciated against the U.S. dollar from mid-2011 to early 2016. In particular, during 2015, due to the poor economic conditions in Brazil, including as a result of political instability, the real depreciated at a rate that was significantly higher than in previous years. Overall in 2015, the real depreciated 47.0%, reaching R$3.9048 per US$1.00 on December 31, 2015. In 2016, the real fluctuated significantly, primarily as a result of Brazil’s political instability, appreciating 16.5% to R$3.2585 per US$1.00 on December 31, 2016. In 2017, the real depreciated 1.5% against the U.S. dollar, ending the year at an exchange rate of R$3.3074 per US$1.00. In 2018, the real depreciated 17.1% against the U.S. dollar, ending the year at an exchange rate of R$3.8742 per US$1.00 mainly due to the result of lower interest rates in Brazil as well as uncertainty regarding the results of the Brazilian presidential elections, which were held in October 2018. The real/U.S. dollar exchange rate reported by the Central Bank was R$4.0307 per US$1.00 on December 31, 2019, which reflected a 4.0% depreciation in the real against the U.S. dollar in 2019, and R$5.1967 per US $1.00 on December 31, 2020, which represented a 28.9% depreciation in the real against the U.S. dollar in 2020. There can be no assurance that the real will not depreciate or appreciate further against the U.S. dollar. The Central Bank has previously intervened in the foreign exchange market to attempt to control instability in foreign exchange rates. We cannot predict whether the Central Bank or the Brazilian government will continue to allow the real to float freely or will intervene in the exchange rate market by re-implementing a currency band system or otherwise. The real may depreciate or appreciate substantially against the U.S. dollar in the future. Furthermore, Brazilian law provides that, whenever there is a serious imbalance in Brazil’s balance of payments or there are serious reasons to foresee a serious imbalance, temporary restrictions may be imposed on remittances of foreign capital abroad. While we are not aware of any recent intervention by the Brazilian government, we cannot assure you that the Brazilian government will not place restrictions on remittances of foreign capital abroad in the future.

The following table sets forth, for the periods indicated, the high, low, average and period-end exchange rates for the purchase of U.S. dollars expressed in Brazilian reais per U.S. dollar. The average rate is calculated by using the average of reported exchange rates by the Central Bank on each business day during a monthly period and on the last day of each month during an annual period, as applicable. As of December 31, 2020, the exchange rate for the purchase of U.S. dollars as reported by the Central Bank was R$5.1967 per US$1.00.

Year	Period-end		Average (1)		Low (2)		High (3)
2016		3.2585		3.4833		3.1193		4.1558
2017		3.3074		3.1925		3.0510		3.3807
2018		3.8742		3.6558		3.1391		4.1879
2019		4.0307		3.9456		3.6513		4.2596
2020		5.1967		5.1578		4.0213		5.9372

Source: Central Bank.

(1) Represents the average of the exchange rates on the closing of each day during the year.

(2) Represents the minimum of the exchange rates on the closing of each day during the year.

(3) Represents the maximum of the exchange rates on the closing of each day during the year.

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Month	Period-end		Average (1)		Low (2)		High (3)
July 2020		5.2033		5.2802		5.1111		5.4288
August 2020		5.4713		5.4612		5.2760		5.6510
September 2020		5.6407		5.3995		5.2532		5.6528
October 2020		5.7718		5.6258		5.5205		5.7803
November 2020		5.3317		5.4178		5.2821		5.6932
December 2020		5.1967		5.1456		5.0578		5.2789
January 2021 (through January 15, 2021)		5.2714		5.3320		5.1626		5.4966

Source: Central Bank.

(1) Represents the average of the exchange rates on the closing of each day during the month.

(2) Represents the minimum of the exchange rates on the closing of each day during the month.

(3) Represents the maximum of the exchange rates on the closing of each day during the month.

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MARKET INFORMATION

Prior to this offering, there has been no public market for our Class A common shares. We cannot assure that an active trading market will develop for our Class A common shares, or that our Class A common shares will trade in the public market subsequent to this offering at or above the initial public offering price.

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SELECTED FINANCIAL INFORMATION

The following tables set forth, for the periods and as of the dates indicated, our selected financial and operating data. This information should be read in conjunction with “Presentation of Financial and Other Information,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements, including the notes thereto, included elsewhere in this prospectus.

The selected financial information has been derived from the unaudited interim consolidated financial statements of Vinci Partners Brazil as of September 30, 2020 and for the nine months ended September 30, 2020 and 2019, included elsewhere in this prospectus, prepared in accordance with International Financial Reporting Standard IAS No. 34 “Interim Financial Reporting,” or IAS 34 and from the audited consolidated financial statements of Vinci Partners Brazil as of and for the years ended December 31, 2019 and 2018, included elsewhere in this prospectus, prepared in accordance with IFRS, as issued by the IASB.

Income Statement Data

	For the Nine Months Ended September 30,									For the Year Ended December 31,
	2020			2020			2019			2019			2019			2018
	US$ (1)			R$						(US$) (1)			(R$)
	(in thousands, except percentages)
Total gross revenue from services rendered		44,093			248,715			201,839			55,151			311,093			180,337
Total net revenue from services rendered		41,711			235,280			192,629			52,603			296,717			172,204
Net revenue from fund management		34,613			195,241			167,493			39,677			223,808			146,551
Net revenue from realized performance fees		2,165			12,212			7,480			8,146			45,949			6,042
Net revenue from unrealized performance fees		895			5,046			7,068			2,849			16,071			—
Net revenue from advisory		4,039			22,781			10,588			1,930			10,889			19,611
Personnel expenses and profit sharing		(9,016	)		(50,856	)		(42,259	)		(11,087	)		(62,536	)		(44,193	)
Other general and administrative expenses		(5,942	)		(33,519	)		(36,910	)		(8,997	)		(50,751	)		(46,562	)
Operating profit		26,753			150,905			113,460			32,519			183,430			81,449
Investment income		885			4,990			16,048			3,589			20,244			7,464
Realized gain from investment income		392			2,211			1,895			1,574			8,876			2,355
Unrealized gain from investment income		493			2,779			14,153			2,015			11,368			5,109
Other financial income		156			879			690			163			917			1,259
Finance costs		(1,705	)		(9,617	)		(9,261	)		(2,212	)		(12,476	)		(12,472	)
Profit before income taxes		26,088			147,157			120,937			34,059			192,115			77,700
Income taxes		(5,381	)		(30,354	)		(25,202	)		(6,468	)		(36,483	)		(21,022	)
Profit for the year		20,707			116,803			95,735			27,591			155,632			56,678
Net profit margin (%)		49.6	%		49.6	%		49.7	%		52.5	%		52.5	%		32.9	%
Adjusted Profit for the year (2)		16,183			91,281			68,846			20,155			113,688			33,950
Adjusted Profit Margin (%) (2)		38.8	%		38.8	%		35.7	%		38.3	%		38.3	%		19.7	%

(1) For convenience purposes only, amounts in reais for the nine months ended September 30, 2020 and for the year ended December 31, 2019 have been translated to U.S. dollars using an exchange rate of R$5.6407 to US$1.00, the commercial selling rate for U.S. dollars as of September 30, 2020, as reported by the Central Bank. These translations should not be considered representations that any such amounts have been, could have been or could be converted at that or any other exchange rate. See “Exchange Rates” for further information about recent fluctuations in exchange rates.

(2) Adjusted Profit for the year and Adjusted Profit Margin are non-GAAP financial measures that we present for the convenience of investors. See “—Non-GAAP Financial Measures” for a reconciliation of these measures to their nearest GAAP measure and “Presentation of Financial and Other Information—Special Note Regarding Non-GAAP Financial Measures” for further information on why our management chooses to use these non-GAAP financial measures, and on the limits of using these non-GAAP financial measures.

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Balance Sheet Data

	As of September 30,				As of December 31,
	2020		2020		2019		2019		2018
	(US$) (1)		(R$)		(US$) (1)		(R$)
	(in thousands)
Current assets
Cash and cash equivalents		16,803		94,779		691		3,896		11,713
Financial instruments at fair value through profit or loss		3,683		20,772		15,236		85,944		37,583
Trade receivables		5,884		33,191		10,426		58,808		21,040
Leases		525		2,963		511		2,883		3,357
Taxes recoverable		198		1,118		140		789		115
Other receivables		1,274		7,189		894		5,044		1,469
Total current assets		28,367		160,012		27,898		157,364		75,277
Non-current assets
Financial instruments at fair value through profit or loss		4,850		27,356		4,284		24,164		14,313
Trade receivables		3,968		22,382		2,830		15,961		—
Leases		122		688		482		2,717		5,017
Taxes recoverable		26		149		91		513		548
Deferred taxes		945		5,328		391		2,207		575
Other receivables		241		1,357		236		1,330		1,405
Property and equipment		2,808		15,837		2,910		16,412		19,330
Right of use – leases		14,947		84,310		15,669		88,384		81,949
Intangible assets		310		1,747		482		2,720		3,833
Total non-current assets		28,215		159,154		27,374		154,408		126,970
Total assets		56,583		319,166		55,272		311,772		202,247
Liabilities and equity
Current liabilities
Trade payables		30		171		58		326		211
Deferred revenue		3,570		20,135		—		—		—
Leases		3,276		18,479		3,145		17,738		16,454
Accounts payable		414		2,338		6,678		37,669		2,527
Labor and social security obligations		5,147		29,033		5,487		30,948		17,895
Taxes and contributions payable		3,272		18,457		2,889		16,297		7,584
Total current liabilities		15,710		88,613		18,256		102,978		44,671
Non-current liabilities
Accounts payable		6		33		6		33		1,687
Leases		14,428		81,385		15,096		85,153		76,550
Payables to related parties		276		1,557		—		—		8,526
Deferred taxes		1,886		10,639		1,575		8,883		2,167
Advance to capital increase		—		—		—		—		580
Total non-current liabilities		16,596		93,614		16,677		94,069		89,510
Equity
Share capital		1,548		8,730		1,524		8,595		8,820
Retained earnings		20,010		112,870		16,209		91,430		49,711
Other reserves		1,990		11,224		1,439		8,119		7,776
Non-controlling interests in the equity of subsidiaries		730		4,115		1,167		6,581		1,759
Total equity		24,277		136,939		20,339		114,725		68,066
Total liabilities and equity		56,583		319,166		55,272		311,772		202,247

(1) For convenience purposes only, amounts in reais as of September 30, 2020 and December 31, 2019, have been translated to U.S. dollars using an exchange rate of R$5.6407 to US$1.00, the commercial selling rate for U.S. dollars as of September 30, 2020, as reported by the Central Bank. These translations should not be considered representations that any such amounts have been, could have been or could be converted at that or any other exchange rate. See “Exchange Rates” for further information about recent fluctuations in exchange rates.

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Non-GAAP Financial Measures

This prospectus presents our FRE, FRE Margin, Adjusted FRE, Adjusted FRE Margin, PRE, Adjusted PRE, Distributable Earnings, Adjusted Distributable Earnings, Adjusted Profit for the year, Adjusted Profit Margin for the year and Net Revenue from Fund Management and Advisory as well as Dividends to Partners, Dividends to Partners related to performance fees, Dividends to Partners, excluding performance fee-related dividends, and Dividends to Partners excluding unrealized performance fee-related dividends (each as explained in the footnotes to the table below), which are non-GAAP financial measures, and their reconciliations to the nearest measure as defined by IFRS, for the convenience of investors. A non-GAAP financial measure is generally defined as a numerical measure of historical or future financial performance, financial position, or cash flow that purports to measure financial performance but excludes or includes amounts that would not be so adjusted in the most comparable GAAP measure. For further information on why our management chooses to use these non-GAAP financial measures, and on the limits of using these non-GAAP financial measures, please see “Presentation of Financial and Other Information—Special Note Regarding Non-GAAP Financial Measures.”

	For the Nine Months Ended September 30,									For the Year Ended December 31,
	2020			2020			2019			2019			2019			2018
	US$ (1)			R$						(US$) (1)			(R$)
	(in thousands)
Operating profit		26,753			150,905			113,460			32,519			183,430			81,449
(-) Net revenue from realized performance fees		(2,165	)		(12,212	)		(7,480	)		(8,146	)		(45,949	)		(6,042	)
(-) Net revenue from unrealized performance fees		(895	)		(5,046	)		(7,068	)		(2,849	)		(16,071	)		—
(+) Compensation allocated in relation to performance fees		385			2,173			862			548			3,091			239
FRE (2)		24,079			135,820			99,774			22,072			124,501			75,646
(-) Dividends to Partners, excluding performance fee-related dividends (3)		(3,906	)		(22,034	)		(22,969	)		(4,674	)		(26,365	)		(21,157	)
Adjusted FRE(2)		20,172			113,786			76,805			17,398			98,136			54,488
Operating profit		26,753			150,905			113,460			32,519			183,430			81,449
(-) Net revenue from fund management		(34,613	)		(195,241	)		(167,493	)		(39,677	)		(223,808	)		(146,551	)
(-) Net revenue from advisory		(4,039	)		(22,781	)		(10,588	)		(1,930	)		(10,889	)		(19,611	)
(+) Personnel expenses and profit sharing		9,016			50,856			42,259			11,087			62,536			44,193
(+) Other general and administrative expenses		5,942			33,519			36,910			8,997			50,751			46,562
(-) Compensation allocated in relation to performance fees		(385	)		(2,173	)		(862	)		(548	)		(3,091	)		(239	)
PRE (4)		2,674			15,085			13,686			10,447			58,929			5,803
(-) Dividends to Partners related to performance fees (3)		(618	)		(3,488	)		(3,920	)		(2,762	)		(15,579	)		(1,571	)
Adjusted PRE (4)		2,056			11,597			9,766			7,685			43,350			4,232
Profit for the year		20,707			116,803			95,735			27,591			155,632			56,678
(-) Net revenue from unrealized performance fees		(895	)		(5,046	)		(7,068	)		(2,849	)		(16,071	)		—
(+) Income tax from unrealized performance fees		103			582			815			329			1,853			—
(+) Compensation allocated in relation to unrealized performance fees		72			405			601			229			1,289			—
(-) Unrealized gain from investment income		(493	)		(2,779	)		(14,153	)		(2,015	)		(11,368	)		(5,109	)
(+) Income taxes on unrealized gain from investment income		168			945			4,812			685			3,865			1,737

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	For the Nine Months Ended September 30,									For the Year Ended December 31,
	2020			2020			2019			2019			2019			2018
	US$ (1)			R$						(US$) (1)			(R$)
	(in thousands)
Distributable Earnings (5)		19,662			110,910			80,742			23,969			135,200			53,306
(-) Dividends to Partners, excluding unrealized performance fee-related dividends (3)		(4,271	)		(24,094	)		(24,989	)		(6,655	)		(37,538	)		(22,728	)
Adjusted Distributable Earnings (5)		15,391			86,816			55,753			17,314			97,662			30,578
Profit for the year		20,707			116,803			95,735			27,591			155,632			56,678
(-) Dividends to Partners (3)		(4,525	)		(25,522	)		(26,889	)		(7,436	)		(41,944	)		(22,728	)
Adjusted Profit for the year (6)		16,183			91,281			68,846			20,155			113,688			33,950
Total net revenue from services rendered		41,711			235,280			192,629			52,603			296,717			172,204
(-) Net revenue from realized performance fees		(2,165	)		(12,212	)		(7,480	)		(8,146	)		(45,949	)		(6,042	)
(-) Net revenue from unrealized performance fees		(895	)		(5,046	)		(7,068	)		(2,849	)		(16,071	)		—
Net Revenue from Fund Management and Advisory (7)		38,652			218,022			178,081			41,608			234,697			166,162

(1) For convenience purposes only, amounts in reais for the nine months ended September 30, 2020 and for the year ended December 31, 2019 have been translated to U.S. dollars using an exchange rate of R$5.6407 to US$1.00, the commercial selling rate for U.S. dollars as of September 30, 2020, as reported by the Central Bank. These translations should not be considered representations that any such amounts have been, could have been or could be converted at that or any other exchange rate. See “Exchange Rates” for further information about recent fluctuations in exchange rates.

(2) Fee related earnings, or FRE, is a metric to monitor the baseline performance of, and trends in, our business, in a manner that does not include performance fees or investment income. We calculate FRE as operating profit, less (a) net revenue from realized performance fees, less (b) net revenue from unrealized performance fees, plus (c) compensation allocated in relation to performance fees. Adjusted FRE is calculated as FRE, less Dividends to Partners, excluding performance fee-related dividends.

(3) See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Factors Affecting the Comparability of Our Results of Operations—Partner Dividends” and “Dividends and Dividend Policy” regarding our historical practice for distributing dividends to our partners. Dividends to partners, or Dividends to Partners, represents a portion of total dividends distributed or declared for distribution by Vinci Partners, related to management fees or performance fees. As set forth in the table above, (a) Dividends to Partners related to performance fees are those dividends that are distributed or declared for distribution to partners in connection with performance related to fund outcomes above their respective benchmarks, (b) Dividends to Partners, excluding performance fee-related dividends are those dividends distributed or declared for distribution to partners other than those related to performance fees, and (c) Dividends to Partners, excluding unrealized performance fee-related dividends are dividends that are distributed or declared for distribution to partners other than dividends for which performance fees are not yet recognized as realized performance fee-related dividends under the relevant accounting criteria (i.e., it is not yet highly probable that the amount of revenue related to such fees will not be changed in the income statement). The following table presents a reconciliation of each of Dividends to Partners related to performance fees, Dividends to Partners, excluding performance fee-related dividends, Dividends to

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Partners, excluding unrealized performance fee-related dividends and Dividends to Partners to the amount of dividends we report in our financial statements.

	For the Nine Months Ended September 30,									For the Year Ended December 31,
	2020			2020			2019			2019			2019			2018
	US$ (a)			R$			R$			(US$) (a)			(R$)
	(in thousands)
Dividends paid		23,017			129,832			60,771			13,514			76,226			45,885
(-) Dividends not related to management fees or performance fees (b)		(18,492	)		(104,310	)		(33,882	)		(6,078	)		(34,282	)		(23,157	)
Dividends to Partners		4,525			25,522			26,889			7,436			41,944			22,728
Dividends to Partners		4,525			25,522			26,889			7,436			41,944			22,728
(-) Management fee-related dividends (c)		(3,906	)		(22,034	)		(22,969	)		(4,674	)		(26,365	)		(21,157	)
Dividends to Partners related to performance fees		618			3,488			3,920			2,762			15,579			1,571
Dividends to Partners		4,525			25,522			26,889			7,436			41,944			22,728
(-) Dividends to Partners related to performance fees dividends		(618	)		(3,488	)		(3,920	)		(2,762	)		(15,579	)		(1,571	)
Dividends to Partners, excluding performance fee-related dividends		3,906			22,034			22,969			4,674			26,365			21,157
Dividends to Partners		4,525			25,522			26,889			7,436			41,944			22,728
(-) Unrealized performance fee-related dividends		(253	)		(1,428	)		(1,900	)		(781	)		(4,406	)		—
Dividends to Partners, excluding unrealized performance fee-related dividends		4,271			24,094			24,989			6,655			37,538			22,728

(a) For convenience purposes only, amounts in reais for the nine months ended September 30, 2020 and for the year ended December 31, 2019 have been translated to U.S. dollars using an exchange rate of R$5.6407 to US$1.00, the commercial selling rate for U.S. dollars as of September 30, 2020, as reported by the Central Bank. These translations should not be considered representations that any such amounts have been, could have been or could be converted at that or any other exchange rate. See “Exchange Rates” for further information about recent fluctuations in exchange rates.

(b) Dividends not related to management fees or performance fees are dividends paid to our partners in relation to their participation in the company.

(c) Management fee-related dividends are the share of our total Dividends to Partners calculated based on the level of net revenue from fund management and from financial advisory services.

(4) Performance related earnings, or PRE, is a performance measure that we use to assess our ability to generate profits from revenue that relies on outcomes from funds above their respective benchmarks. We calculate PRE as operating profit, less (a) net revenue from fund management, less (b) net revenue from advisory, plus (c) personnel expenses and profit sharing, plus (d) other general and administrative expenses, less (e) compensation allocated in relation to performance fees. Adjusted performance related earnings, or Adjusted PRE, is calculated as PRE, less Dividends to Partners related to performance fees.

(5) Distributable Earnings is used as a reference point by our board of directors for determining the amount of earnings available to distribute to shareholders as dividends. Distributable Earnings is calculated as profit for the year, less (a) net revenue from unrealized performance fees, plus (b) income taxes from unrealized performance fees, plus (c) compensation allocated in relation to unrealized performance fees, less (d) unrealized gain from investment income, plus (e) income taxes on unrealized gain from investment income. Adjusted Distributable Earnings, or Adjusted Distributable Earnings, is calculated as Distributable Earnings, less Dividends to Partners, excluding unrealized performance fee-related dividends.

(6) Adjusted Profit for the year is a performance measure that we use to assess the performance of our business and that we present to provide investors and analysts with information regarding the net results of our

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business, excluding Dividends to Partners. We calculate Adjusted Profit for the year as profit for the year, less Dividends to Partners.

(7) Net Revenue from Fund Management and Advisory is a performance measure that we use to assess our ability to generate profits from our fund management and advisory business without measuring for the outcomes from funds above their respective benchmarks. We calculate Net Revenue from Fund Management and Advisory as total net revenue from services rendered less (a) net revenue from realized performance fees and less (b) net revenue from unrealized performance fees.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations should be read in conjunction with our unaudited interim consolidated financial statements as of September 30, 2020 and for the nine months ended September 30, 2020 and 2019 and our audited consolidated financial statements as of and for the years ended December 31, 2019 and 2018 and the notes thereto, included elsewhere in this prospectus, as well as the information presented under “Presentation of Financial and Other Information,” “Summary Financial Information” and “Selected Financial Information.”

The following discussion contains forward-looking statements that involve risks and uncertainties. Our actual results and the timing of events may differ materially from those expressed or implied in such forward-looking statements as a result of various factors, including those set forth in “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors.”

Overview

Vinci Partners is a leading alternative investment platform in Brazil, established in 2009. Our 205 full time employees as of September 30, 2020 draw from a wide-ranging network of personal and professional relationships with industry-leading executives, business owners, corporate managers, financial and operational advisors, consultants and attorneys to source, fund, and manage investments. Vinci Partners’ business segments (which we also refer to alternatively as our strategies) include private equity, public equities, real estate, credit, infrastructure, hedge funds, and investment products and solutions, each managed by dedicated investment teams with an independent investment committee and decision-making process. We also have a financial advisory business, focusing mostly on pre-IPO and M&A advisory services for Brazilian middle-market companies (those with annual gross revenue between R$100 million and R$600 million).

We have established a premier independent investment franchise with market leadership across each of our high value-added strategies that we believe provide us with strong competitive advantages. We believe that our business model, focused on high-performance and executed by talented multi-disciplinary teams with a focus on value creation, has enabled us to build one of the most complete portfolios of alternative investment strategies and solutions, which combined with adoption of innovative technologies and increasing integration across our business segments, strongly positions us to capitalize on the future expansion and shifts in asset allocation in the Brazilian investments market.

Key Business Metrics

The following table sets forth our key business metrics as of and for the periods indicated. These supplemental business metrics are presented to assist investors to better understand our business and how it operates.

	For the Nine Months Ended September 30,						For the Year Ended December 31,
	2020			2019			2019			2018
	(in R$ thousands, except as otherwise noted)
Total gross revenue from services rendered		248,715			201,839			311,093			180,337
Total net revenue from services rendered		235,280			192,629			296,717			172,204
Net Revenue from Fund Management and Advisory (1)		218,022			178,081			234,697			166,162
FRE (1)		135,820			99,774			124,501			75,646
FRE Margin (%) (1)		62.3	%		56.0	%		53.0	%		45.5	%

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	For the Nine Months Ended September 30,						For the Year Ended December 31,
	2020			2019			2019			2018
	(in R$ thousands, except as otherwise noted)
PRE (1)		15,085			13,686			58,929			5,803
Distributable Earnings (1)		110,910			80,742			135,200			53,306
Profit for the year		116,803			95,735			155,632			56,678
Net profit margin for the year (%)		49.6	%		49.7	%		52.5	%		32.9	%
Adjusted FRE (1)		113,786			76,805			98,136			54,488
Adjusted FRE Margin (%)(1)		52.2	%		43.1	%		41.8	%		32.8	%
Adjusted PRE (1)		11,597			9,766			43,350			4,232
Adjusted Distributable Earnings (1)		86,816			55,753			97,662			30,578
Adjusted Profit for the year (1)		91,281			68,846			113,688			33,950
Adjusted Profit margin for the year (%) (1)		38.8	%		35.7	%		38.3	%		19.7	%

(1) Net Revenue from Fund Management and Advisory, FRE, FRE margin, PRE, Distributable Earnings, Adjusted FRE, Adjusted FRE Margin, Adjusted PRE, Adjusted Distributable Earnings, Adjusted Profit for the year and Adjusted Profit Margin for the year are non-GAAP financial measures that we present for the convenience of investors. See “Selected Financial Information—Non-GAAP Financial Measures” for a reconciliation of these measures to their nearest IFRS measure and “Presentation of Financial and Other Information—Special Note Regarding Non-GAAP Financial Measures” for further information on why our management chooses to use these non-GAAP financial measures, and on the limits of using these non-GAAP financial measures.

	As of September 30,				As of December 31,
	2020		2019		2019		2018
	(in R$ billions)
Client Activity Metrics
AUM at period end		46.1		29.8		34.7		23.4
Average AUM (1)		39.1		26.3		27.7		22.1

(1) Quarterly average calculated based on the average of the beginning and end of quarter AUM for each quarter.

Overview of Results of Operations

Our AUM increased from R$29.8 billion as of September 30, 2019 to R$46.1 billion as of September 30, 2020, a 54.7% increase. Overall AUM growth was driven by growth across each of our investment strategies, mainly by (1) the increase of net inflows into our public equities and investment products and solutions funds and (2) the launch of a new listed fund and follow-on offerings by listed funds from our real estate segment.

Growth in our AUM is affected by several internal and external factors, including our fundraising efforts, returns on our own funds, macroeconomic factors and the investing environment. The Brazilian basic interest rate, known as the SELIC rate, has been decreasing in recent years from 14.25% (as of July 2015) to the current annual rate of 2.00% (as of September 2020), an all-time low. This rapid and significant decrease has created an environment beneficial to alternative asset management products as well as other non-fixed income products, accelerating the migration of retail and institutional investors in Brazil from fixed-income products to alternative investments, and also provides us with the opportunity to expand our applicable product range. For example, institutional investors, such as large pension funds, often have established performance targets for real returns of at least 5% in order to fulfill their actuarial targets, which become harder to meet with fixed income investments when real interest rates are below 2%. Given that more than 50% of the portfolios of pension funds remain invested in fixed income securities, we believe there is additional potential for migration to alternative investment products from such pension funds.

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Our net revenue is composed of (1) net revenue from fund management; (2) net revenue from realized performance fees; (3) net revenue from unrealized performance fees; and (4) net revenue from advisory.

Total net revenue for the nine months ended September 30, 2020 amounted to R$235.3 million, an increase of R$42.7 million, or 22.1% for the nine months ended September 30, 2019. The increase in our net revenue was mainly driven by (1) an increase in management fees as a result of the increase in our AUM, as mentioned above, (2) an increase in performance fees, related mainly to our hedge funds, real estate, credit and infrastructure segment strategies, and (3) an increase in advisory fees.

FRE increased by R$36.0 million or 36.1%, from R$99.8 million for nine months ended September 30, 2019 to R$135.8 million for nine months ended September 30, 2020. The increase in FRE was mainly driven by (1) an increase in management fees from higher AUM and (2) increase in financial advisory fees, net from R$10.6 million for nine months ended September 30, 2019 to R$22.8 million for nine months ended September 30, 2020. FRE Margin for nine months ended September 30, 2020 was 62.3%, an increase of 6.3 percentage points compared to FRE Margin of 56.0% for nine months ended September 30, 2019.

The difference between our growth rate of 36.1% in FRE and our growth rate of 54.7% in AUM reflects (1) the effect of the Vinci Capital Partners III Catch-Up that resulted in higher total net revenue in 2019 and for this reason a lower growth rate of total net revenue in the nine month period ended September 30, 2020 (see “—Factors Affecting the Comparability of our Results of Operations—Vinci Capital Partners II Catch-Up”), and (2) a portion of net inflow to funds with higher management fees than the average.

Our Adjusted FRE for the nine months ended September 30, 2020 was R$113.8 million, an increase of R$37.0 million, or 48.1%, compared to the nine months ended September 30, 2019. Adjusted FRE Margin for the nine months ended September 30, 2020 was 52.2% which represents an increase of 9.1 percentage points compared to Adjusted FRE Margin of 43.1% for the nine months ended September 30, 2019.

PRE for the nine months ended September 30, 2020 increased by R$1.4 million, or 10.2%, from R$13.7 million for the nine months ended September 30, 2019 to R$15.1 million for the nine months ended September 30, 2020. PRE growth was driven by the increase in performance fees paid due to the outcomes of our funds above their respective benchmarks, mainly in our hedge funds, real estate, credit and infrastructure segments.

Our Adjusted PRE increase R$1.8 million from R$9.8 million for the nine months ended September 30, 2019 to R$11.6 million for the nine months ended September 30, 2020.

Distributable Earnings increased by R$30.2 million or 37.4%, from R$80.7 million for the nine months ended September 30, 2019 to R$110.9 million for the nine months ended September 30, 2020, as driven by the growth in net revenue from services rendered. Our Adjusted Distributable Earnings increased by R$31.0 million, or 55.7%, from R$55.8 million for the nine months ended September 30, 2019 to R$86.8 million for the nine months ended September 30, 2020.

Profit for the year increased by R$21.1 million or 22.0%, from R$95.7 million for nine months ended September 30, 2019 to R$116.8 million for nine months ended September 30, 2020.

We also present Adjusted Profit, which excludes from profit, for the nine months ended September, the amount of Dividends to Partners. Consequently, Adjusted Profit for the period increased by R$22.4 million to R$91.3 million for nine months ended September 30, 2020. Adjusted Profit Margin for the nine months also increased by 3.0 percentage points to 38.8%. See “—Factors Affecting the Comparability of Our Results of Operations—Partner Dividends” regarding our historical practice for distributing dividends to our partners.

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Significant Factors Affecting Our Results of Operations

We believe that our results of operations and financial performance are driven by the following factors:

Returns on Investments

As an asset management firm, we rely on the return of our investment funds and a successful investment track record to influence investors to invest in our products, which directly impacts our fund flows and new fund raises. Moreover, our portfolio must be attractive to investors and potential investors when they are considering their range of available alternative investment opportunities.

We believe that the following factors have driven and are expected to continue to drive our future performance and ability to realize a favorable return on investments:

• Our ability to obtain superior risk-adjusted returns in the long term to meet our clients’ objectives. We must provide differentiated investment strategies for our clients reflecting: (1) a long-term vision to preserve investor capital and provide optimal risk-adjusted returns; (2) an established investment decision-making framework in each of our strategies; (3) operational and cost optimization initiatives (mainly in in our private equity segment) to help businesses execute their growth strategies; (4) efficient capital allocation; and (5) product enhancement through innovation and outside the box solutions.

• Maintenance of an experienced and qualified management team and success in recruiting and developing qualified staff to execute on our investment strategies with effective oversight from investment committees.

• Optimization of our business platform with deep integration across functions, including front-office, sales, macroeconomic and proprietary research departments, support departments, products, partners, and specialists.

• A robust framework and capability to deliver best practices in governance and culture across all of our strategies and portfolio companies and for all our stakeholders.

• Access to a broad base of investors and limited partners, including, but not limited to, local and foreign institutional investors, government and sovereign wealth funds, high net worth individuals and retail investors, with a range of investment horizons, risk tolerances and return expectations.

• Strong relationships with contacts across industries and the financial market that provide several channels to generate investment opportunities, including through M&A transactions, IPOs, new financing, and partnerships.

With consolidated investment processes across all of our strategies, we expect to continue to deliver innovative solutions and favorable performance over time to our investors, strengthening our track record as the preferred alternative asset management partner for their capital.

Ability to Deploy Capital and Source Investment Opportunities

Our ability to raise capital for new funds and generate revenue through our products relies on our capacity to allocate capital and source attractive opportunities across our investment strategies, which is impacted by several factors including:

• The ability of our teams to bring together a wide-ranging network of personal and professional relationships across leading industry executives, business owners, corporate managers, financial and operational advisors and consultants and attorneys in order to facilitate these investment opportunities;

• Our ability to source top-down and bottom-up approaches for both long-term and short-term investing strategies. For example, our private equity strategy follows a proactive, top-down/bottom-up approach,

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in which we combine identification of target industries and sectors with identification of companies that fit our hands-on, active investment strategy. This process results in a highly differentiated deal sourcing platform. In our public equities strategy, we focus on holding positions in companies for three to five years following deep analysis and review by our various investment committees, taking into consideration our internal controls;

• For our customized mandates, our ability to create tailor-made investment management services through our investment products and solutions strategy in order to meet our clients’ expectations regarding returns, investment terms, volatility and risk;

• Our ability to launch innovative investment products in Brazil, such as Listed Infrastructure Mutual Funds (Fundos de Investimento em Participação de Infraestrutura) and Brazilian REITs (Fundo de Investimento Imobiliário), which has reinforced our brand in the listed funds market;

• Our ability to maintain our broad network of collaborators to identify opportunities in different sectors and regions in Brazil as part of our long-term investment products;

• Our ability to maintain strong relationships with market makers and advisory firms that can help generate opportunities and improve our product pipeline;

• Our capacity to maintain a presence across various regions in Brazil where other investment firms do not usually devote meaningful attention, which we believe allows us to identify previously unnoticed investment opportunities with improved risk-return profiles, including, but not limited to middle-market opportunities (by which we mean opportunities with companies with annual gross revenue between R$100 million and R$600 million);

• Our ability to maintain a strong reputation among investment management firms, as a preferred partner in structuring competitive processes, arranging credit financing, contributing as shareholders in publicly listed companies and acting as experienced financial advisors;

• Our ability to cross-sell our products to our clients and use their connections to identify “off-market” opportunities (that is, investment opportunities that we identify internally and are not known by other investment firms); and

• Our ability to maintain discipline within our investment mandates, with a robust approach to valuation, transaction and operation size, and holding period, as applicable to each of our investment strategies.

Even though the above-listed factors may vary depending on segment, our ability to deploy capital and seek investment opportunities has proven consistent. Our products have passed through international crises, national economic recessions, and political instability; even in the face of these challenges, we have been able to offer differentiated investment opportunities resulting in favorable returns for our investors. We expect to replicate this model, extending our successful track record into the future.

Growth of Our AUM

Our AUM equals the sum of: (1) the fair market value of the investments held by funds plus the capital that we are entitled to call from investors in those funds pursuant to the terms of their capital commitments to those funds (plus the fair market value of co-investments arranged by us that were made or could be made by limited partners of our corporate private equity funds and portfolio companies of such funds); (2) the net asset value of our public equity funds, hedge funds and closed-end mutual funds; and (3) the amount of capital raised for our credit funds.

We generate most of our revenues from management fees and performance fees on funds managed across our investment strategies. Historical fund-raising activities have been impacted by both internal and external factors.

In respect of external factors that have impacted our AUM growth, in the last five years, the Brazilian basic interest rate has fallen from a nominal 14.25% per year to the current annual rate of 2.0%. This rapid and

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significant change in the SELIC rate has initiated a never-before-seen migration of capital flows to alternative investments now that returns on fixed-income products longer meet investors’ investment return expectations. We expect that such flows will be accentuated in the coming years, as the economic outlook continues to favor lower interest rates for the foreseeable future.

The following chart shows the historical and expected evolution of the SELIC rate for the periods indicated:

Source: IBGE, Boletim Focus as of November 11, 2020 (Central Bank).

As far as internal factors impacting our AUM growth, an increased number of listing of private mutual funds in the public markets in Brazil has also driven AUM growth over the last three years. From a capital raising perspective, publicly listed mutual funds in Brazil operate as if they are companies. We have carried out several IPOs and follow-on offerings for our real estate funds and an IPO for an infrastructure fund. Our current listed funds provide investors with dividend distributions. We believe that we can expand our products and launch new strategies via listed funds. The decrease in the SELIC rate is increasingly drawing retail investors to alternative asset classes; we also believe the share of investment from Brazilian institutional investors in listed funds, which is currently low, can increase significantly in the coming years, which should continue to support the potential growth in this asset class.

The AUM from our pension products has grown from approximately R$8.5 million in December 2015, to approximately R$1.2 billion as of September 30, 2020. With the approval of the Brazilian social security reform in 2020, we expect increased capital flows within this asset class in the coming years, as we believe that demand is growing for long-term investment products with tax incentives.

Our internal efforts to increase AUM include (1) raising new capital and (2) through capital gains. Our ability to raise new capital depends on historical and expected performance of our investment products, our ability to distribute returns to investors, and the ability of our client relations and capital raising teams to support fund management teams in maintaining strong relationships with current limited partners and building relationships with new limited partners.

We expect AUM growth trends to remain favorable in the short and medium terms, driven by the expected low SELIC rate, enhancement of our products, historical returns from our funds, and the strengthening of our relationships with our current and new investors.

Ability to Negotiate Management Fee Rates and Fund Terms

The level of management fees and performance fees carried by our funds directly impacts our revenues. The main factors that impact our effective management fees and performance fees are:

• Negotiations with investors. As our brand and investment strategies continue to mature, and performance of our products continues to reward clients with strong risk-adjusted returns, we expect that our ability to negotiate fees and fund terms with local and offshore investors will improve.

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• The level of fees we are able to charge in comparison to industry peers. Our local funds in Brazil generally present the same management and performance fees, terms, and conditions of similar industry peers, as applicable to each strategy.

• The level of performance fees we are able to negotiate. To generate performance fees, returns must surpass each fund’s specified benchmark, which varies according to the respective strategy. We believe these hurdles are beneficial for both our limited partners and for Vinci Partners, as it supports strong alignment of interests.

• Potential discounts on fees. In certain instances, we use third-party channels to distribute our products, such as placement agents, digital platforms, multifamily offices, and fund allocators, among others. We always negotiate discounts on fees on a case-by-case-basis, and expect that strengthening our brand will improve our bargaining power with these intermediaries. As we expand the number of our distribution channels and competition increases among distributors, we expect to be able to negotiate further decreases in third-party fees.

Management fees and performance fees do not apply to our financial advisory services business, where our business model is mainly based on the payment of success fees upon conclusion of M&A or IPO transactions for our clients.

Ability to Attract, Retain and Develop Talent

We believe that talented and experienced people have been and will continue to be critical for our success. Our ability to attract, retain, and develop qualified and committed employees has been supported by several factors including:

• A well-designed selection process with five phases of interviews and tests on average, in which the candidate is exposed to its potential future managers, senior employees and partners. We believe that a structured recruitment program is important to select the most talented candidates, best aligned with our corporate culture.

• A highly competitive selection process. In 2019, we received 3,000 resumes from candidates applying for a position with Vinci Partners. Of those candidates, our HR team selected and interviewed 263 candidates for 33 positions, which represents an average of 8 candidates interviewed per slot and 91 applications per slot.

• A meritocratic environmental which motivates our junior associates and senior employees to develop their careers within our organization. As consequence, a significant number of our investment professionals currently serving in important decision-making roles have been internally sourced and trained.

• A fair, meritocratic, and established process for selecting new members of our partnership.

• Competitive annual bonuses (equivalent to 82% of total compensation for non-partner employees, on average) that reflect on our employees’ contribution to our results in the relevant year. We provide comprehensive feedback annually as part of the determination of each employee’s variable compensation.

• Our annual total compensation is above market average among Brazilian financial institutions and asset management firms for key employees and top performers. For entry-level employees, we believe that our value proposition is very attractive (based on the number of applications we receive for our limited number of positions available). As such, we are not competing for new employees based on salary, which keeps our overall compensation for entry-level positions at market rates.

• We carry out annual modular training through our senior specialist employees in an effort to develop our back-office collaborators and motivate them to assume front-office roles. We have named this project “Vinci University”.

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We expect to implement a Long-Term Incentive Plan for eligible employees in connection with this offering. We expect that this will further enhance our ability to retain talent and promote our meritocratic culture.

Going forward, we believe that as our brand continues to strengthen and as we continue to deliver on our track record of strong risk-adjusted returns, we will continue to attract and retain qualified talent across all of our strategies. We also expect to create new incentive policies and develop opportunities to preserve our culture and retain talent within our organization.

Growth through Commercial Initiatives

We have been investing in all of our commercial divisions with internal teams specifically focused in: (1) institutional investors in Brazil; (2) institutional investors outside Brazil; (3) high net worth individuals; and (4) distribution through open-end platforms of large banks, digital platforms, independent financial advisors, or IFAs, and multifamily offices. We believe that having a sector-specific team for each type of investor improves our relationships and produces more tailored solutions.

Our commercial officers are defined as “relationship owners.” They are close to clients, know and understand their needs, and provide them with access to our entire product portfolio, bringing clients the best our platform has to offer.

In recent years, we have increased our footprint on digital platforms. We are currently present on 25 digital platforms that distribute our products to retail investors. We view digital channels as a significant opportunity for growth, due to the migration of retail investors from fixed-income assets to alternative products. Retail investors utilize mainly digital platforms to access alternative products, such as public equities, real estate, infrastructure, credit, hedge funds, and open-end pension products.

We have been strengthening our relationship with IFAs, including through (1) the commitment of our portfolio managers, whose products are available on platforms, to participate in visits to IFA offices; (2) ramping up our scheduled visits to the offices of some of the main IFAs; (3) investing in events aimed at this audience by, for example, holding Vinci Days in São Paulo and Rio de Janeiro; and (4) strengthening our presence at IFA events.

Implementation of Our Marketing Strategy

Our marketing strategy reinforces recognition of and confidence associated with our brand. We will continue to build and maintain brand awareness, while generating demand for our products and services through a variety of marketing campaigns.

We have improved our marketing efforts to increase fundraising throughout our commercial areas. Our main initiatives include: (1) monthly podcasts; (2) mail marketing; (3) online interviews between our portfolio managers and social media investment influencers; and (4) recurring posts about our products and investments on our social media pages.

We believe that strengthening our brand awareness by educating clients about our history and creating awareness of our strong returns can increase the success of our fundraising efforts and consequently our AUM.

Given the nature of our business model, our investments in marketing and advertising campaigns do not result in returns in the same period in which they are made but rather over subsequent periods.

Our Ability to Compete Effectively

While we have a differentiated business model and a broad range of alternative investment products and services in Brazil, we compete with other investment managers in each specific strategy to attract new clients,

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increase returns on clients’ investments, win mandates in financial advisory transactions and introduce innovative financial products. Our ability to compete is influenced by key factors such as:

• the historical performance of our products and asset classes;

• our ability to improve our platform and launch new products and services;

• the ability to deliver competitive returns to investors;

• the transaction costs we incur in providing our services;

• our ability to hire and retain talent; and

• our ability to maintain the security of our platform and solutions.

See “Business—Competition” for more detail on our competitors.

Foreign Exchange Rates

We manage funds that charge management and performance fees in U.S. dollars. Some of these funds are also invested in U.S. dollar assets through our investment products and solutions segment; however, most of the capital raised by these funds is invested in Brazil through our private equity funds.

In these funds, although return hurdles and fees are in U.S. dollars, the capital is invested in companies that generate most of their cash flow in Brazilian reais, which presents a structural currency mismatch. This mismatch could affect our ability to generate carry in our U.S. dollar-based funds, given that extremely volatile exchange rate fluctuations can impair fund returns in U.S. dollars. Our private equity team has designed strategies to mitigate our exposure to the exchange rate risk associated with this structure.

As of September 30, 2020, approximately R$9.9 billion of our AUM, or 21.5%, was related to funds that are raised in U.S. dollars but invested in Brazilian reais.

Taxes and Potential Changes in Tax Laws and Interpretations

We conduct our business, including transactions within the group, in accordance with our interpretation and understanding of applicable tax laws and treaties or other regulations, and the requirements of the tax authorities in applicable jurisdictions. There can be no assurance that our interpretation of applicable laws, regulations, case laws or practices have been, or will continue to be correct, or that such laws, regulations, case laws or practices will not be amended, possibly with retroactive effect. Potential amendments of applicable tax laws and treaties or other regulations, and the requirements of relevant tax authorities may impact our profits and cash flows.

Brazilian Macroeconomic Environment

Our business is impacted by overall market activity and, in particular, market flows, trading prices and trading volume. While our business is impacted by the overall activity of the market and certain market volatility, this impact is mitigated by (1) the fact that our long-term funds (which comprise 47.9% of our AUM as of September 30, 2020) are close-ended funds with lock-up periods of up to 15 years or even perpetual in the case of our listed real estate products and quasi-perpetual in the case of our infrastructure products, (2) most of our customers are qualified investors (as defined under CVM rules), institutional clients or investors outside of Brazil that allocate a portion of their capital in emerging markets.

Most of the assets we manage are allocated in Brazil. As a result, our revenues and profitability are subject to political and economic developments and the effect that these factors have on the assets to which we are exposed. Factors such as the availability of credit, disposable income, employment rates and GDP growth in Brazil can directly and indirectly impact the performance of our funds and our results of operations. Our results

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of operations are also affected by levels of interest rates, the expansion or contraction of the capital markets, trading volumes and market inflows in Brazil, each of which impacts the number and overall volume of capital markets transactions and available overall liquidity. For more information, see “Risk Factors—Certain Risks Relating to Brazil—Economic uncertainty and political instability in Brazil may harm us and the price of our Class A common shares.”

Brazil is the largest economy in Latin America, as measured by GDP. The following table shows data for real GDP, inflation and interest rates in Brazil and the U.S. dollar/real exchange rate at the dates and for the periods indicated.

	For the Nine Months Ended September 30,			For the Year Ended December 31,
	2020			2019			2018			2017
	(in percentages, except as otherwise indicated)
Real growth (contraction) in GDP (1)		(2.2	)		1.1			1.3			1.3
Inflation (IGP-M) (2)		14.3			7.3			7.5			(0.5	)
Inflation (IPCA) (3)		1.3			4.3			3.8			3.0
Long-term interest rates—TJLP/TLP (average) (4)		4.9			6.2			6.7			7.1
CDI interest rate (average) (5)		3.1			5.9			6.4			9.9
Period-end exchange rate / R$ per US$1.00		5.64			4.03			3.87			3.31
Average exchange rate / R$ per US$1.00 (6)		5.08			3.95			3.65			3.19
Appreciation (depreciation) of the real vs. US$ in the period (7)		(28.6	)		(4.0	)		(16.9	)		(1.8	)

Sources: FGV, IBGE, IPEA, Central Bank and Bloomberg.

(1) Average of the last four quarters compared to the previous four quarters. Most recent GDP data available as of June 30, 2020.

(2) Inflation (IGP-M) is the general market price index measured by the FGV.

(3) Inflation (IPCA) is a broad consumer price index measured by the IBGE.

(4) TJLP/TLP is the Brazilian long-term interest rate (average of monthly rates for the period).

(5) The CDI (certificado de depósito interbancário) interest rate is an average of interbank overnight rates in Brazil (daily average for the period).

(6) Average of the exchange rate on each business day of the year.

(7) Comparing the U.S. dollar closing selling exchange rate as reported by the Central Bank at the end of the period’s last day with the day immediately prior to the first day of the period discussed.

Inflation has a direct effect on our contracts with certain suppliers, such as telecommunications operators, whose costs are indexed to the IPCA, and data processors, whose labor costs are adjusted according to inflation. While inflation may cause our suppliers to increase their prices, we are generally able to offset this effect as higher inflation typically results in higher interest rates, increasing our spreads on certain transactions.

Our financial performance is also tied to fluctuations in interest rates, such as the CDI rate, because such fluctuations affect the value of the net interest margins we earn on financial investments we allocate customer funds to on an overnight basis, compounding our AUM base as well as the potential mix of products clients are willing to invest in.

Vinci DTVM

Until 2016, the CVM required that an asset management firm must engage third parties to distribute its investment products, as distribution by asset management firms was forbidden. Consequently, we engaged a

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segregated entity named Vinci DTVM Ltda. authorized by BACEN and the CVM to distribute our products to selected investors. In 2016, CVM Rule No. 558/2015 came into effect and asset management firms were authorized to distribute securities issued by the investment funds the portfolio of which is managed by them. After this rule, we reorganized our operations to be in accordance with the requirements set forth in the regulation to distribute our products directly to the investors and no longer engage Vinci DTVM Ltda. as an intermediary. As part of our transition away from using Vinci DTVM Ltda. to distribute our products, we hired personnel away from Vinci DTVM Ltda. dedicated to the sale and distribution of products, as well certain support areas, primarily in July 2018 and April 2019.

Factors Affecting the Comparability of our Results of Operations

Vinci Capital Partners III Catch-Up

The final round of capital raising for the Vinci Capital Partners III fund (the newest fund managed by us within our private equity segment) was closed on April 30, 2019, for a total capital commitment of R$4.0 billion (measured using the exchange rate reported by the Central Bank on April 30, 2019, of R$3.9453 per US$1.00). The amount of capital raised in the final round of funding was R$1.3 billion (measured using the exchange rate reported by the Central Bank on April 30, 2019, of R$3.9453 per US$1.00), representing 33% of the total capital commitment for the fund. We closed a number of funding rounds after the initial closing in 2017 through the final closing on April 30, 2019, and investors who subscribed capital after the initial closing were required to pay a one-time fund management fee equivalent to the amount that each limited partner would have paid if such limited partner had been invested in the fund since the initial round of funding, which one-time fund management fee payments we refer to as the Vinci Capital Partners III Catch-Up. Payment of the Vinci Capital Partners III Catch-Up generated an increase on gross revenue from services rendered of R$26.7 million (or net revenue from services rendered of R$25.9 million) in 2019 of which R$19.1 million was fund management fees from investors related to the 2018 period (equivalent to R$18.5 million of net revenue from services rendered). Because of the magnitude of the Vinci Capital Partners III Catch-Up, which was fully recognized in 2019, our results of operations for the year ended December 31, 2019, and for the nine months ended September 30, 2019, reflect a significantly higher net revenue from services rendered in our private equity segment in comparison with our results of operations for the year ended December 31, 2018, and for the nine months ended September 30, 2020, respectively. In the discussion of our results of operations for the nine months ended September 30, 2020 and 2019 and for 2019 and 2018 under “—Results of Operations of Vinci Brazil,” we present the impact of the Vinci Capital Partners III Catch-Up in our 2019 results of operations.

Partner Dividends

In accordance with the by-laws of Vinci Brazil, dividends have historically been distributed based on the resolution of the partners. Therefore, dividends could be distributed on a non-proportional basis among quotaholders, which are comprised by the partners of Vinci Brazil. On an annual basis the partners determine the amount of dividends to be paid to each quotaholder. This practice is consistent with similar companies in our industry in Brazil that are limited liability companies.

In future periods, we expect to change the dividends distribution policy, and will implement a profit sharing scheme with our partners. This change will potentially increase our personnel expenses in future periods. As a result, our results of operations in future periods will not be comparable to the results of operations reported in this prospectus.

Description of Management Fees

Generally, we charge management fees as a flat percentage of the AUM of the respective fund. However, for the listed real estate funds that we manage, the percentage charged as a management fees may be reduced due to increases in the amount of AUM of the respective fund.

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For our flagship Vinci Capital Partners, or VCP funds, during the investment periods of such funds, management fees are charged against committed capital for both U.S. dollar-denominated and real-denominated funds. Once the investment period ends, the U.S. dollar-denominated funds charge management fees against invested capital, while the real-denominated funds charge management fees against net asset value. This distinction between U.S. dollar-denominated funds and real-denominated funds applies only to management fees. Performance fees are calculated on the basis as described.

Description of Performance Fees

Brazilian regulations applicable to us and the performance fees that we can charge, set forth certain requirements for the performance fee structures of funds managed by us, as described below.

• Performance fees must be tied to a verifiable index as a benchmark, published by an independent source, and compatible with the investment policy of the relevant fund.

• Performance fees may not be payable in respect of a percentage of the index inferior to 100.0%.

• Other than for private asset funds, performance fees cannot be charged for a period of less than six months, such that performance is measured every six months in accordance with the by-laws of the respective fund, and performance fees are charged based on the accrued performance in such six-month period, after which the measurement window is reset.

• The performance fees shall be calculated based on net asset value, and may consider any distribution for shareholders in the calculation.

• At the date of calculation of the performance fee, we compare the net asset value per quota against either (1) the net asset value per quota as of the date that the performance fee was last charged or (2) the net asset value as of the fund inception date; in either cases the net asset value per quota must always be updated by the corresponding benchmark.

• In accordance with applicable Brazilian laws and regulations, the general rule is that if the net asset value per quota at the time of the performance fee calculation is lower than the net asset value at the time when the last performance fee was charged or at the subscription date, no performance fee can be charged. However, for foreign, qualified and professional investors (as classified under CVM rules), performance fees may still be charged if the fund outcome for the relevant period was higher than the corresponding benchmark.

As a multi-asset-class asset management firm, we manage a number of funds with different performance fee structures that can be classified in three main categories: (1) liquid funds, (2) closed-ended funds focused on value generation, and (3) closed-ended funds focused on income generation.

For liquid funds such as equity funds, credit funds and hedge funds, we charge performance fees every six months based on the performance of the fund above the relevant benchmark. For hedge funds and credit funds, performance fees are generally benchmarked to the Certificado de Depósito Interbancário, or CDI, and for inflation-indexed funds, performance fees are generally indexed to the Índice Nacional de Preços ao Consumidor Amplo, or IPCA, plus a fixed real interest rate or a market index such as Índice de Mercado Anbima Subíndice B, or IMA-B. For equity funds, the benchmark varies according to the strategy. For our “long only” and “long-biased” strategies, our performance fees are tied to the IBOVESPA index, for the dividend strategies, performance fees are tied to the IDIV index, and for our small cap funds we use the SMLL index (Índice Small Cap) published by the B3.

Both Brazilian funds (those denominated in real) and foreign funds (those denominated in U.S. dollars) pay performance fees to Vinci Partners. The waterfall and catch up mechanisms are similar, except that: (1) U.S. dollar-denominated funds have a preferred return of 8% and pay performance against nominal capital contributions; and (2) real-denominated funds have a preferred return of IPCA plus 8%, and pay performance against real capital contributions (capital contributions are adjusted by IPCA).

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For the closed-ended funds focused on income such as real estate funds, we charge a performance fee every six months over the excess return between the amount distributed to investors and the benchmark of the relevant fund, which can vary according to the fund strategy.

Description of Principal Line Items

Total net revenue

Total net revenue is composed of: (1) net revenue from fund management; (2) net revenue from realized performance fees; (3) net revenue from unrealized performance fees; and (4) net revenue from advisory, in each case net of taxes and contributions comprised of COFINS, PIS and ISS. See note 15 to our unaudited interim consolidated financial statements and note 15 to our audited consolidated financial statements for more details.

Personnel expenses and profit sharing

Personnel expenses and profit sharing is composed of the total compensation (including salary and profit sharing) paid to our employees and partners.

Other general and administrative expenses

Other general and administrative expenses is made up of third-party expenses, depreciation and amortization, travel and representations, marketing expenses, administrative fees, non-operating taxes, third-party consultants’ fees, such as legal and accounting, and office consumables. See note 16 to our unaudited interim consolidated financial statements and note 16 to our audited consolidated financial statements.

Investment income

Investment income is income from proprietary investments made by us in our own investment products. See note 17 to our unaudited interim consolidated financial statements and note 17 to our audited consolidated financial statements.

Other financial income

Other financial income is income generated through the investments made with our cash and cash equivalents. See note 17 to our unaudited interim consolidated financial statements and note 17 to our audited consolidated financial statements.

Finance costs

Finance costs include lease agreements, bank fees, investment losses, tax fines, interest on taxes and expense from foreign currency fluctuations. See note 17 to our unaudited interim consolidated financial statements and note 17 to our audited consolidated financial statements.

Income taxes

Income taxes is comprised of taxes on our corporate income tax and social contribution taxes. We are taxed on an actual taxable profit regime, while our subsidiaries are taxed based on deemed profit. See note 18 to our unaudited interim consolidated financial statements and note 18 to our audited consolidated financial statements.

Segment Reporting

We report on our operations according to the following segments: (1) private equity, (2) public equities, (3) investment products and solutions, (4) infrastructure, (5) real estate, (6) credit, (7) hedge funds and

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(8) financial advisory services. Each of our segments are independently managed and each has its own qualified team. We report revenue for services provided, general and administrative expenses and operating profit in each of these segments. We do not present balance sheet information segregated by segment since we do not use such information to evaluate our business.

Private equity

The strategy for our private equity segment has a sector agnostic approach focused on growth equity investments in Brazil. Opportunistically we also analyze turnaround and greenfield investments. The private equity segment’s main strategic focus is to promote revenue, productivity and profitability growth through significant operating and management changes in portfolio companies. We also take into account non-measurable aspects, such as alignment of the potential investment with ESG goals.

Public equities

Our public equities segment is divided into two strategies: (1) long-only; and (2) dividends. Our long-only strategy is focused on active management and long-term horizon. The strategy concentrates the main ideas originated by our research team, aiming at creating a diversified and consistent portfolio with an investment horizon of three to five years. In turn, our dividends strategy is aimed at stable business models, high cash-flow generation, protected against inflation and with low leverage.

Investment products and solutions

Our investment products and solutions segment is focused on structured solutions. In the execution of its strategies, we consider several measures such as (1) risk profile assessment; (2) preparation of investment policies; and (3) product selection, among others. Our investment products and solutions segment aims at a sophisticated investment strategy combined with relevant alpha generation.

Infrastructure

Our infrastructure segment has exposure to fixed assets, through equity and debt, in several sectors, including, but not limited to, electric energy generation, transportation and logistics.

Real estate

Our real estate strategy is primarily focused on publicly listed real estate funds (REITs). Our investment team is divided into four sub-strategies as follows: (1) shopping malls, (2) properties to support logistics, (3) fund of funds and financial instruments related to real estate assets; and (4) offices.

Credit

Our credit segment is focused on tailor-made credit solutions designed to meet financing needs of both established and growing businesses, while generating interesting credit opportunities for our investors. Our credit investment approach is divided into three specific sub-strategies as follows: (1) long-term opportunities in credit and infrastructure investments, while offering our clients investment alternatives with attractive risk-adjusted returns and not typically available in the market; (2) structured credit, which comprises a credit platform developed in-house for working capital needs; (3) tradable credit, which is focused on high-grade corporate bonds and debt-related securities.

Hedge funds

We have a pioneering approach in the Brazilian hedge fund industry. We have a multi-manager strategy, which comprises several portfolio managers each with its own independent strategy. Our portfolio managers’ strategies include equity, foreign currency trade, financial instruments, sovereign debt investments, among

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others. We also have a strong risk-monitoring practice to return superior Sharpe ratio and alpha to our investors.

Financial advisory services

Our financial advisory services are focused on providing high value-added financial and strategic advisory services to entrepreneurs, corporate management teams and/or boards of directors, focusing primarily on IPO advisory and M&A transactions, either on the sell side or the buy side.

Evolution of our AUM by Segment and Total AUM

The following table shows the evolution of our AUM by segment and total AUM for the periods presented. The sum of AUM by segment for each period does not equal our total AUM for each period due to certain eliminations of double-counting in our AUM calculation. Our AUM includes amounts that we have co-invested alongside our clients, though such amounts are not meaningful as a share of our total AUM.

	Evolution in AUM and AUM by Segment (1)
	Private Equity(2)(3)			Public Equities			Investment products and solutions			Infra- structure			Real estate			Credit			Hedge funds			Total AUM(1)
	(in millions of R$)
As of January 1, 2018		7,179			3,782			7,786			1,483			1,030			980			1,115			23,354
(+/-) Capital Subscription / (capital return)		(368	)		—			—			(143	)		—			397			—			(115	)
(+/-) Net Inflow / (outflow)		—			(146	)		(521	)		(52	)		626			22			188			117
(+/-) Appreciation / (depreciation)		1,127			495			294			95			35			111			(15	)		2,143
As of December 31, 2018 / January 1, 2019		7,937			4,131			7,559			1,383			1,691			1,510			1,287			25,498
(+/-) Capital Subscription / (capital return)		966			—			—			(320	)		(119	)		503			—			1,029
(+/-) Net Inflow / (outflow)		—			2,428			2,533			420			1,296			50			202			6,929
(+/-) Appreciation / (depreciation)		196			2,071			123			20			480			130			152			3,171
As of December 31, 2019 / January 1, 2020		9,099			8,630			10,215			1,503			3,347			2,193			1,641			36,627
(+/-) Capital Subscription / (capital return)		(37	)		—			6			(43	)		(29	)		(44	)		—			(148	)
(+/-) Net Inflow / (outflow)		—			4,970			4,125			—			1,455			(38	)		723			11,234
(+/-) Appreciation / (depreciation)		1,528			(841	)		547			120			(499	)		95			15			965
As of September 30, 2020		10,591			12,759			14,892			1,579			4,274			2,205			2,379			48,679
Fee Earning AUM as of January 1, 2018		7,171			3,751			6,977			1,342			1,030			980			1,115			22,366
% of total corresponding AUM—%		99.9	%		99.2	%		89.6	%		90.5	%		100.0	%		100.0	%		100.0	%		95.8	%
(+/-) Capital Subscription / (capital return)		(65	)		—			—			(143	)		—			397			—			189
(+/-) Net Inflow / (outflow)		—			(146	)		170			(52	)		626			22			188			808
(+/-) Appreciation / (depreciation)		(596	)		510			(419	)		96			35			111			(15	)		(279	)

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	Evolution in AUM and AUM by Segment (1)
	Private Equity(2)(3)			Public Equities			Investment products and solutions			Infra- structure			Real estate			Credit			Hedge funds			Total AUM(1)
	(in millions of R$)
Fee Earning AUM as of December 31, 2018 / January 1, 2019		6,510			4,114			6,728			1,243			1,691			1,510			1,287			23,084
% of total corresponding AUM—%		82.0	%		99.6	%		89.0	%		89.9	%		100.0	%		100.0	%		100.0	%		90.5	%
(+/-) Capital Subscription / (capital return)		953			—			—			(276	)		(119	)		503			—			1,061
(+/-) Net Inflow / (outflow)		—			2,343			2,416			420			1,296			50			147			6,673
(+/-) Appreciation / (depreciation)		63			2,073			928			59			480			130			150			3,882
Fee Earning AUM as of December 31, 2019 / January 1, 2020		7,527			8,531			10,072			1,446			3,347			2,193			1,584			34,699
% of total corresponding AUM—%		82.7	%		98.9	%		98.6	%		96.2	%		100.0	%		100.0	%		96.5	%		94.7	%
(+/-) Capital Subscription / (capital return)		(37	)		—			6			(43	)		(29	)		(44	)		—			(148	)
(+/-) Net Inflow / (outflow)		—			5,006			4,125			—			1,455			(38	)		720			11,267
(+/-) Appreciation / (depreciation)		1,078			(851	)		224			93			(499	)		95			14			153
Fee Earning AUM as of September 30, 2020		8,568			12,686			14,426			1,495			4,274			2,205			2,318			45,972
% of total corresponding AUM—%		80.9	%		99.4	%		96.9	%		94.7	%		100.0	%		100.0	%		97.4	%		94.4	%

(1) The AUM for each segment may include double counting related to funds from one segment that invest in funds from another segment. Those cases occur mainly due to (a) fund of funds of investment products and solutions segment, and (b) investment funds in general that invest part of their cash in credit segment and hedge fund segment funds in order to maintain liquidity and provide for returns on cash. Such amounts are eliminated on consolidation. The bylaws of the relevant funds prohibit double-charging fees on AUM across segments. Therefore, while our AUM by segment may double-count funds from one segment that invest in funds from another segment, the revenues for any given segment do not include revenue in respect of assets managed by another segment, which means there are no intercompany eliminations on revenues in our results of operations.

(2) For Brazilian investors in our VCP private equity strategy, the management fee is calculated over net asset value after the investment period.

(3) Includes the amounts related to an arrangement with a limited partner to co-invest, at such limited partner’s discretion, in investments in which the Vinci Capital Partners III fund invests, though such amounts have not yet been committed to any funds managed by us. The following amounts were considered in this context: (a) R$827 million (as of January 1, 2018), (b) R$835 million (as of December 31, 2018 / January 1, 2019), (c) R$871 million (as of December 31, 2019 / January 1, 2020) and (d) R$1.2 billion (as of September 30, 2020), considering the applicable U.S. dollar to real exchange rates as of the relevant date.

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The following table shows the evolution in our employees working full time in respect of each of our segments for the periods presented.

	Evolution in Full Time Employees by Segment
Number of Full Time Employees, or FTE	Private Equity			Public Equities			Investment Products and Solutions			Infra- structure			Real Estate		Credit		Hedge Funds			Financial Advisory Services
FTEs as of January 1, 2018		15			14			9			6			6		5		6			5
(+/-) Hires / (dismissals)		(2	)		(2	)		1			(1	)		2		—		2			1
FTEs as of December 31, 2018 / January 1, 2019		13			12			10			5			8		5		8			6
(+/-) Hires / (dismissals)		3			(1	)		(1	)		—			2		1		(2	)		—
FTEs as of December 31, 2019 / January 1, 2020		16			11			9			5			10		6		6			6
(+/-) Hires / (dismissals)		1			0			4			1			3		1		0			2
FTEs as of September 30, 2020		17			11			13			6			13		7		6			8

Results of Operations of Vinci Brazil

Nine Months Ended September 30, 2020, compared to Nine Months Ended September 30, 2019

	For the Nine Months Ended September 30,						Variation (%)
	2020			2019
	(R$ thousands, except for percentages)
Total gross revenue from services rendered		248,715			201,839			23.2
Total net revenue from services rendered		235,280			192,629			22.1
General and administrative expenses		(84,375	)		(79,169	)		6.6
Operating profit		150,905			113,460			33.0
Investment income		4,990			16,048			(68.9	)
Other financial income		879			690			27.4
Finance costs		(9,617	)		(9,261	)		3.8
Profit before income taxes		147,157			120,937			21.7
Income taxes		(30,354	)		(25,202	)		20.4
Profit for the year		116,803			95,735			22.0
Net profit margin (%)		49.6	%		49.7	%		(0.1	)

Total net revenue from services rendered

Total net revenue from services rendered for the nine months ended September 30, 2020 totaled R$235.3 million, a 22% increase from R$192.6 million for the nine months ended September 30, 2019. This R$42.7 million increase was primarily attributable to:

(1) a R$27.7 million, or 17%, of increase in net fund management fees, primarily due to an increase in revenue from management fees in six of our segments have presented growth in revenue, due primarily to:

(a) a R$14.5 million, or 59% increase in net revenue from the management fees related to the public equities segment, due primarily to the increase in AUM of the flagship Vinci Mosaico fund which also contributed to an increase in the fee rate for the segment;

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(b) a R$13.6 million, or 75% increase in net revenue from the management fees related to the investment and products solutions segment, due primarily to AUM net inflows of R$5.3 billion; and

(c) a R$9.6 million, or 85% increase in net revenue from the management fees related to the real estate segment, due primarily to AUM net inflows of R$2.2 billion into our funds focused on retail, logistics and offices strategies; and

(d) which increases were partly offset by a decrease of R$18.7 million in our private equity segment as consequence of the effect of Vinci Capital Partners III Catch-Up recorded in the nine months ended September 30, 2019 (see “—Factors Affecting the Comparability of our Results of Operations—Vinci Capital Partners III Catch-Up”);

(2) a R$12.2 million, or 115% increase in advisory fees; and

(3) a R$2.7 million increase in net performance fees, primarily due to:

(a) a R$3.9 million increase in realized performance driven by the hedge funds, real estate, credit and infrastructure segments; and

(b) partially offset by a R$1.2 million decrease in performance fees in our private equity, public equities and investment products and solutions segments.

General and administrative expenses

The following table sets forth our general and administrative expenses for the nine months ended September 30, 2020 and 2019:

	For the Nine Months Ended September 30,
	2020			2019			Variation (%)
	(R$ thousands, except for percentages)
Income Statement Data
Personnel and profit sharing (bonus)		(50,856	)		(42,259	)		20.3
Third-party expense		(14,920	)		(15,073	)		(1.0	)
Right of use depreciation		(6,312	)		(8,467	)		(25.5	)
Depreciation and amortization		(3,549	)		(3,845	)		(7.7	)
Travel and representations		(795	)		(2,599	)		(69.4	)
Other operating expenses		(7,943	)		(6,926	)		14.7
Total general and administrative expenses		(84,375	)		(79,169	)		6.6

General and administrative expenses totaled R$84.4 million for the nine months ended September 30, 2020, a R$5.2 million, or 6.6% increase from R$79.2 million for the nine months ended September 30, 2019, primarily attributable to:

(1) a R$8.6 million, or 20.3%, increase in personnel and profit sharing expenses mainly related to (a) an R$7.3 million increase in profit sharing tied to the growth in our results of operations during the period; and (b) a R$1.3 million increase in personnel expenses in connection with growth in our head count; and

(2) offset by a decrease of R$3.4 million, or 9.2%, in other expenses mainly related to (a) a decrease of R$2.2 million in right of use depreciation caused by a one off expense that occurred in 2019 related to the relocation of our office in New York City and the growth in our Rio de Janeiro and São Paulo offices in 2020 and (b) a decrease of R$1.8 million in travel and representation expenses as the COVID-19 pandemic forced the use of virtual meetings and events, and also other business solutions instead of in-person meetings and events.

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Operating profit

As a result of the foregoing, operating profit totaled R$150.9 million for the nine months ended September 30, 2020, an increase of R$37.4 million, or 33% from R$ 113.5 million for the nine months ended September 30, 2019.

Finance profit (loss), net

Finance profit (loss), net recorded a loss of R$3.7 million for the nine months ended September 30, 2020, a decrease of R$11.2 million, or 150% from profit of R$7.5 million for the nine months ended September 30, 2019, driven primarily by a decrease of R$10.7 million in the fair market value of an investment in a private equity fund.

Income taxes

Income tax expense totaled R$30.4 million for the nine months ended September 30, 2020, an increase of R$5.2 million, or 20% from R$25.2 million for the nine months ended September 30, 2019. This increase was primarily attributable to an increase in taxable income for the period.

Profit for the year

As a result of the foregoing, profit totaled R$116.8 million for the nine months ended September 30, 2020, an increase of R$21.1 million, or 22%, from R$95.7 million on the same period of the last year.

Results of Operations by Segment for the Nine Months Ended September 30, 2020, compared to the Nine Months Ended September 30, 2019

For the Nine Months Ended September 30,  2020	Private Equity			Public Equities			Investment Products & Solutions			Infrastructure			Real Estate			Credit			Hedge Funds			Financial Advisory			Corporate Center			Total
Revenue from services rendered		76,946			43,573			36,381			20,226			24,166			13,281			10,305			23,836			—			248,715
Advisory fee		—			—			105			—			995			—			—			23,836			—			24,936
Management fee		77,290			41,053			33,168			12,464			22,220			12,000			7,434			—			—			205,630
Performance fee		(344	)		2,520			3,107			7,762			951			1,281			2,870			—			—			18,148
Taxes		(3,684	)		(2,045	)		(1,699	)		(1,244	)		(1,386	)		(741	)		(575	)		(2,062	)		—			(13,435	)
Net revenue from services rendered		73,262			41,529			34,682			18,982			22,780			12,540			9,730			21,774			—			235,280
Advisory fee		—			—			96			—			911			—			—			21,774			—			22,781
Management fee		73,587			39,052			31,621			11,659			20,971			11,331			7,020			—			—			195,241
Performance fee		(324	)		2,476			2,965			7,324			898			1,209			2,710			—			—			17,258
General and administrative expenses		(5,591	)		(4,061	)		(7,575	)		(3,413	)		(3,569	)		(1,898	)		(2,043	)		(1,350	)		(54,875	)		(84,375	)
Operating profit		67,672			37,467			27,106			15,570			19,211			10,643			7,687			20,424			(54,875	)		150,905

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For the Nine Months Ended September 30, 2019	Private Equity			Public Equities			Investment Products & Solutions			Infrastructure			Real Estate			Credit			Hedge Funds			Financial Advisory			Corporate Center			Total
Revenue from services rendered		95,681			29,093			23,906			15,335			13,678			10,124			5,771			8,253			—			201,839
Advisory fee		—			—			1,672			—			1,651			—			—			8,253			—			11,576
Management fee		95,681			25,688			18,940			7,843			12,026			9,710			4,989			—			—			174,877
Performance fee		—			3,405			3,293			7,492			—			414			782			—			—			15,386
Taxes		(3,358	)		(1,370	)		(1,203	)		(866	)		(813	)		(572	)		(326	)		(701	)		—			(9,210	)
Net revenue from services rendered		92,323			27,723			22,702			14,468			12,865			9,552			5,445			7,552			—			192,629
Advisory fee		—			—			1,527			—			1,508			—			—			7,552			—			10,588
Management fee		92,323			24,510			18,036			7,400			11,356			9,162			4,707			—			—			167,493
Performance fee		—			3,213			3,139			7,069			—			390			738			—			—			14,548
General and administrative expenses		(5,645	)		(4,101	)		(4,912	)		(4,703	)		(2,598	)		(1,363	)		(1,729	)		(2,007	)		(52,112	)		(79,169	)
Operating profit		86,678			23,622			17,790			9,765			10,267			8,189			3,715			5,545			(52,112	)		113,460

Private equity

Net revenue from services rendered

Net revenue from services rendered in our private equity segment for the nine months ended September 30, 2020 was R$73.3 million, a decrease of R$19.1 million, or 20.6%, from R$92.3 million for the nine months ended September 30, 2019, driven primarily by (1) in 2019, the fund Vinci Capital Partners III recorded catch-up payments in the amount of R$25.9 million and no such catch-up payments occurred in the nine months ended September 30, 2020 (see “—Factors Affecting the Comparability of our Results of Operations—Vinci Capital Partners III Catch-Up”), and (b) divestment of the Vinci Capital Partners II Fund during the second half of 2019, reducing the total AUM base for calculation of management fees for the nine months ended September 30, 2020, which factors were offset in part by the positive impact of foreign exchange rate fluctuations on revenue in the nine months ended September 30, 2020.

General and administrative expenses

General and administrative expenses in our private equity segment for the nine months ended September 30, 2020 were R$5.6 million, a decrease of 1%, from R$5.6 million for the nine months ended September 30, 2019 driven by the decrease in travel expenses that were partially offset by increases in third-party services expenses relating to strategic and legal consulting fees for transactions carried out in the period.

Operating profit

As a result of the foregoing, operating profit in our private equity segment for the nine months ended September 30, 2020 was R$67.7 million, a decrease of R$19.0 million, or 22%, from R$86.7 million for the nine months ended September 30, 2019.

Public equities

Net revenue from services rendered

Net revenue from services rendered in our public equities segment for the nine months ended September 30, 2020 was R$41.5 million, an increase of R$13.8 million, or 50%, from R$27.7 million for the nine months ended September 30, 2019, driven by a R$14.5 million increase in management fees due primarily to the increase in AUM of the flagship Vinci Mosaico fund, which accounted for 75.6% of such increase in management fees.

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General and administrative expenses

General and administrative expenses in our public equities segment for the nine months ended September 30, 2020 were R$4.06 million, a decrease of R$0.04 million, or 1%, from R$4.10 million for the nine months ended September 30, 2019, which was generally stable, as the increase of R$0.54 million in profit sharing and third party services was offset by a R$0.51 million decrease in personnel and travel expenses.

Operating profit

As a result of the foregoing, operating profit in our public equities segment for the nine months ended September 30, 2020 was R$37.5 million, an increase of R$13.8 million, or 59%, from R$23.6 million for the nine months ended September 30, 2019.

Investment products and solutions

Net revenue from services rendered

Net revenue from services rendered in our investment products and solutions segment for the nine months ended September 30, 2020 was R$34.7 million, an increase of R$12.0 million, or 53%, from R$22.7 million for the nine months ended September 30, 2019, primarily due to a R$13.6 million, or 75% increase in management fee revenue, offset in part by a R$1.4 million decrease in advisory fees. In the twelve months ended September 30, 2020, we recorded net inflows of R$5.3 billion that drove AUM in the segment from R$9.3 billion as of September 30, 2019 to R$14.9 billion as of September 30, 2020.

General and administrative expenses

General and administrative expenses in our investment products and solutions segment for the nine months ended September 30, 2020 were R$7.6 million, an increase of R$2.7 million, or 54%, from R$4.9 million for the nine months ended September 30, 2019, driven primarily by profit sharing expenses.

Operating profit

As a result of the foregoing, operating profit in our investment products and solutions segment for the nine months ended September 30, 2020 was R$27.1 million, an increase of R$9.3 million, or 52%, from R$17.8 million for the nine months ended September 30, 2019.

Infrastructure

Net revenue from services rendered

Net revenue from services rendered in our infrastructure segment for the nine months ended September 30, 2020 was R$19.0 million, an increase of R$ 4.5 million, or 31%, from R$14.5 million for the nine months ended September 30, 2019, driven primarily by management fees earned in connection with Vinci Energia FIP Infraestrutura, a listed fund that was launched in the second half of 2019.

General and administrative expenses

General and administrative expenses in our infrastructure segment for the nine months ended September 30, 2020 were R$3.4 million, a decrease of R$1.3 million, or 27%, from R$4.7 million for the nine months ended September 30, 2019, driven primarily by a decrease in expenses with third-party services which was partially offset by the increase in personnel and profit sharing expenses.

Operating profit

As a result of the foregoing, operating profit in our infrastructure segment for the nine months ended September 30, 2020 was R$15.6 million, an increase of R$5.8 million, or 59%, from R$9.8 million for the nine months ended September 30, 2019.

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Real estate

Net revenue from services rendered

Net revenue from services rendered in our real estate segment for the nine months ended September 30, 2020 was R$22.8 million, an increase of R$9.9 million, or 77%, from R$12.9 million for the nine months ended September 30, 2019, driven primarily by growth in AUM for the segment, which was R$4.2 billion as of September 30, 2020, an increase of R$2.0 billion compared to AUM of R$2.2 billion as of September 30, 2019. The drivers of AUM growth for the segment (and consequently revenue) were follow-on offerings by the listed funds, Vinci Logistica and Vinci Shopping Center, and the launch of a new listed fund, Vinci Offices.

General and administrative expenses

General and administrative expenses in our real estate segment for the nine months ended September 30, 2020 were R$3.6 million, an increase of R$1.0 million, or 37%, from R$2.6 million for the nine months ended September 30, 2019, driven primarily by personnel expenses related to the increase in our head count.

Operating profit

As a result of the foregoing, operating profit in our real estate segment for the nine months ended September 30, 2020 was R$19.2 million, an increase of R$8.9 million, or 87%, from R$10.3 million for the nine months ended September 30, 2019.

Credit

Net revenue from services rendered

Net revenue from services rendered in our credit segment for the nine months ended September 30, 2020 was R$12.5 million, an increase of R$2.9 million, or 31%, from R$9.6 million for the nine months ended September 30, 2019, driven by (1) the deployment of capital for the funds Vinci Energia Sustentável FIDC and Vinci Fundo de Investimento Renda Fixa Imobiliário—Crédito Privado II, and (2) net inflows to Sabesprev FIM, which was partially offset by a principal paydown in the Vinci Imobiliário Credito Privado I fund, reducing the base for calculation of the management fee.

General and administrative expenses

General and administrative expenses in our credit segment for the nine months ended September 30, 2020 were R$1.9 million, an increase of R$0.5 million, or 39%, from R$1.4 million for the nine months ended September 30, 2019, driven primarily by personnel and profit sharing expenses.

Operating profit

As a result of the foregoing, operating profit in our credit segment for the nine months ended September 30, 2020 was R$10.6 million, an increase of R$2.4 million, or 30%, from R$8.2 million for the nine months ended September 30, 2019.

Hedge funds

Net revenue from services rendered

Net revenue from services rendered in our hedge funds segment for the nine months ended September 30, 2020 was R$9.7 million, an increase of R$4.3 million, or 79%, from R$5.4 million for the nine months ended September 30, 2019, driven by a R$2.3 million increase in management fees and a R$2.0 million increase in performance fees. AUM increased from R$ 1.4 billion as of September 30, 2019 to R$ 2.4 billion as of September 30, 2020, driven primarily by the net inflow of R$0.9 billion.

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General and administrative expenses

General and administrative expenses in our hedge funds segment for the nine months ended September 30, 2020 were R$2.0 million, an increase of R$0.3 million, or 18%, from R$1.7 million for the nine months ended September 30, 2019, driven primarily by personnel and profit sharing expenses.

Operating profit

As a result of the foregoing, operating profit in our hedge funds segment for the nine months ended September 30, 2020 was R$7.7 million, an increase of R$4.0 million, or 107%, from R$3.7 million for the nine months ended September 30, 2019.

Financial advisory services

Net revenue from services rendered

Net revenue from services rendered in our financial advisory services segment for the nine months ended September 30, 2020 was R$21.8 million, an increase of R$14.2 million, or 188%, from R$7.6 million for the nine months ended September 30, 2019, driven primarily by an increase in the average fees of deals completed during 2020 as compared to 2019.

General and administrative expenses

General and administrative expenses in our financial advisory services segment for the nine months ended September 30, 2020 were R$1.4 million, a decrease of R$0.6 million, or 33%, from R$2.0 million for the nine months ended September 30, 2019, driven primarily by a reduction in personnel, marketing and travel expenses.

Operating profit

As a result of the foregoing, operating profit in our financial advisory services segment for the nine months ended September 30, 2020 was R$20.4 million, an increase of R$14.9 million, or 268%, from R$5.5 million for the nine months ended September 30, 2019.

Year Ended December 31, 2019, compared to the Year Ended December 31, 2018

	For the Year Ended December 31,						Variation (%)
	2019			2018
	(R$ thousands, except for percentages)
Total gross revenue from services rendered		311,093			180,337			72.5
Total net revenue from services rendered		296,717			172,204			72.3
General and administrative expenses		(113,287	)		(90,755	)		24.8
Operating profit		183,430			81,449			125.2
Investment income		20,244			7,464			171.2
Other financial income		917			1,259			(27.2	)
Finance costs		(12,476	)		(12,472	)		n.m.
Profit before income taxes		192,115			77,700			147.3
Income taxes		(36,483	)		(21,022	)		73.5
Profit for the year		155,632			56,678			174.6
Net profit margin (%)		52.5	%		32.9	%		19.6

n.m. means not meaningful.

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Total net revenue from services rendered

Total net revenue from services rendered in 2019 was R$296.7 million, an increase of R$124.5 million, or 72.3%, from R$172.2 million in 2018. Our revenue growth was driven primarily by:

(1) a R$77.3 million increase in net fund management fees, primarily due to:

(a) a R$48.1 million increase in the private equity segment related to the Vinci Capital Partners III fund as a consequence of subscriptions from new investors of nearly R$1.3 million (based on the real to U.S. dollar exchange rate as of December 31, 2019) in 2019 and due to the effect of the Vinci Capital Partners III Catch-Up;

(b) a R$10.9 million increase in the public equities segment due primarily to the increase in AUM driven by subscriptions from new investors and returns on assets; and

(c) a R$8.6 million increase in net revenue from the management fees related to the investment products and solutions segment due primarily to the increase in AUM driven by subscriptions from new investors;

(2) a R$56.0 million increase in net performance fees, primarily due to:

(a) a R$27.8 million increase in the public equities segment, primarily related to our flagship fund, Vinci Mosaico;

(b) recognition of unrealized performance in the infrastructure segment in the amount of R$13.8 million; and

(c) a R$12.0 million increase mainly in the realized performance fees related to the investment products and solutions segment driven by open funds (37%) and client funds (63%).

These increases were offset in part by a R$8.7 million decrease in advisory fee income in the financial advisory services segment, due to fewer completed transactions compared to 2018.

General and administrative expenses

The following table sets forth our general and administrative expenses for 2019 and 2018:

	For the Year Ended December 31,
	2019			2018			Variation (%)
	(R$ thousands, except for percentages)
Income Statement Data
Personnel and profit sharing (bonus)		(62,536	)		(44,193	)		41.5
Third-party expense		(19,497	)		(15,146	)		28.7
Right of use depreciation		(10,521	)		(11,447	)		(8.1	)
Depreciation and amortization		(5,998	)		(6,074	)		(1.3	)
Travel and representations		(3,589	)		(2,434	)		47.5
Other operating expenses		(11,146	)		(11,461	)		(2.7	)
Total general and administrative expenses		(113,287	)		(90,755	)		24.8

General and administrative expenses in 2019 were R$113.3 million, an increase of R$22.5 million, or 25%, from R$90.8 million in 2018, driven primarily by:

(1) a R$18.3 million increase in expenses for personnel and profit sharing (bonus) mainly related to (a) the R$12.9 million increase in profit sharing tied to the growth in our results of operations from 2018 to 2019; (b) the R$5.4 million increase in personnel expenses in connection with our hiring the employees of Vinci DTVM Ltda., a third-party broker, to work for us as part of our newly assumed fund distribution activities, as described under “—Significant Factors Affecting our Results of Operations—Vinci DTVM”;

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(2) a R$4.4 million increase in third-party expenses, due primarily to a R$2.5 million reimbursement paid by Vinci Capital Partners III related to third-party expenses recorded in 2018 and that did not recur in 2019; and

(3) a R$1.2 million increase in travel and representation expenses, due primarily to a R$0.8 million reimbursement paid by Vinci Capital Partners III related to third-party travel and representation expenses recorded in 2018 that did not recur in 2019.

These increases were partially offset by a R$0.9 million decrease in right of use depreciation and a R$76 thousand decrease in depreciation and amortization related to the relocation of our office in New York City.

Operating profit

As a result of the foregoing, operating profit in 2019 was R$183.4 million, an increase of R$102.0 million, or 125%, from R$81.4 million in 2018.

Finance profit/(loss), net

Finance profit (loss), net in 2019 recorded a positive result of R$8.9 million, a change from a financial loss of R$3.7 million in 2018, driven primarily by a R$11.4 million increase in the fair market value of our investments in certain infrastructure funds.

Income taxes

Income tax expense in 2019 was R$36.5 million, an increase of R$15.5 million, or 74%, from R$21.0 million in 2018. This increase was primarily attributable to an increase in taxable income during the year.

Profit for the year

As a result of the foregoing, profit for the year in 2019 was R$155.6 million, an increase of R$99.0 million, or 175%, from R$56.7 million in 2018.

Results of Operations by Segment for the Year Ended December 31, 2019, compared to the Year Ended December 31, 2018

2019	Private Equity			Public Equities			Investment Products & Solutions			Infrastructure			Real Estate			Credit			Hedge Funds			Financial Advisory			Corporate Center			Total
Revenue from services rendered		119,615			69,452			43,315			25,645			21,757			13,780			9,639			7,890			—			311,093
Advisory fee		—			—			1,736			—			2,313			—			—			7,890			—			11,939
Management fee		119,271			37,736			26,687			11,025			19,297			12,962			6,847			—			—			233,826
Performance fee		344			31,716			14,892			14,620			146			818			2,791			—			—			65,328
Taxes		(3,590	)		(3,452	)		(2,660	)		(1,447	)		(1,225	)		(776	)		(542	)		(682	)		—			(14,376	)
Net revenue from services rendered		116,025			66,000			40,655			24,198			20,531			13,004			9,097			7,207			—			296,717
Advisory fee		—			—			1,569			—			2,113			—			—			7,207			—			10,889
Management fee		115,700			35,955			24,785			10,404			18,280			12,229			6,454			—			—			223,808
Performance fee		325			30,045			14,301			13,794			138			775			2,643			—			—			62,020
General and administrative expenses		(9,416	)		(7,163	)		(8,467	)		(6,041	)		(4,088	)		(1,939	)		(2,970	)		(2,727	)		(70,478	)		(113,287	)
Operating profit		106,609			58,838			32,188			18,156			16,443			11,065			6,127			4,481			(70,478	)		183,430

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2018	Private Equity			Public Equities			Investment Products & Solutions			Infrastructure			Real Estate			Credit			Hedge Funds			Financial Advisory			Corporate Center			Total
Revenue from services rendered		69,475			28,626			22,348			12,991			13,057			9,119			6,681			18,039			—			180,337
Advisory fee		—			—			2,970			—			374			—			—			18,039			—			21,383
Management fee		69,475			26,252			16,974			12,991			12,684			8,511			5,685			—			—			152,571
Performance fee		—			2,375			2,404			—			—			608			996			—			—			6,383
Taxes		(1,908	)		(1,319	)		(1,094	)		(703	)		(687	)		(493	)		(367	)		(1,560	)		—			(8,133	)
Net revenue from services rendered		67,567			27,307			21,254			12,288			12,370			8,626			6,314			16,479			—			172,204
Advisory fee		—			—			2,791			—			341			—			—			16,479			—			19,611
Management fee		67,567			25,083			16,159			12,288			12,028			8,053			5,374			—			—			146,551
Performance fee		—			2,224			2,304			—			—			574			940			—			—			6,042
General and administrative expenses		(2,314	)		(5,238	)		(7,943	)		(5,286	)		(3,279	)		(1,795	)		(3,316	)		(1,967	)		(59,617	)		(90,755	)
Operating profit		65,253			22,069			13,311			7,001			9,091			6,831			2,998			14,512			(59,617	)		81,449

Private equity

Revenue from services rendered

Revenue from services rendered in our private equity segment in 2019 was R$119.6 million, an increase of R$50.1 million, or 72%, from R$69.5 million in 2018, driven primarily by fund management fees for Vinci Capital Partners III related to the Vinci Capital Partners III Catch-Up.

General and administrative expenses

General and administrative expenses in our private equity segment in 2019 were R$9.4 million, an increase of R$7.1 million, or 307%, from R$2.3 million in 2018. The increase in 2019 was due primarily to a reimbursement paid by Vinci Capital Partners III for third-party expenses of R$2.5 million and travel and representation expenses of R$0.8 million, recorded in 2018 that did not recur in 2019. The increase was also due to an increase of R$1.7 million in personnel and profit sharing expenses driven primarily by profit sharing expenses of R$1.1 million.

Operating profit

As a result of the foregoing, operating profit in our private equity segment in 2019 was R$106.6 million, an increase of R$41.4 million, or 63%, from R$65.3 million in 2018.

Public equities

Revenue from services rendered

Revenue from services rendered in our public equities segment in 2019 was R$69.5 million, an increase of R$40.8 million, or 142%, from R$28.6 million in 2018, driven primarily by a R$11.5 million increase in management fees due to the increase in AUM of R$4.5 billion, R$2.4 billion of which was subscriptions from new investors. Our flagship fund, Vinci Mosaico, and an offshore institutional client accounted for the main part of this increase. The Vinci Mosaico fund was also the primary contributor to the increase in performance fees, accounting for R$21.8 million, or 74% of the variation in performance fees in 2019. This fund had gross returns of 51.5% in 2019, outperforming the benchmark (the B3 Index IBOVESPA) by 19.9%.

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General and administrative expenses

General and administrative expenses in our public equities segment in 2019 were R$7.2 million, an increase of R$1.9 million, or 37%, from R$5.2 million in 2018, driven primarily by profit sharing expenses.

Operating profit

As a result of the foregoing, operating profit in our public equities segment in 2019 was R$58.8 million, an increase of R$36.8 million, or 167%, from R$22.1 million in 2018.

Investment products and solutions

Revenue from services rendered

Revenue from services rendered in our investment products and solutions segment in 2019 was R$43.3 million, an increase of R$21.0 million, or 94%, from R$22.3 million in 2018, with 62% of revenues from services rendered derived from management fees, 34% derived from performance fees and 4% derived from advisory fees. The increase in management fee revenue was due to the R$2.7 billion increase in AUM composed of increases in (1) exclusive funds (in the amount of R$1.2 billion), (2) open funds (in the amount of R$963 million) and (3) pension funds (in the amount of R$571 million).

General and administrative expenses

General and administrative expenses in our investment products and solutions segment in 2019 were R$8.5 million, an increase of R$0.6 million, or 7%, from R$7.9 million in 2018, driven primarily by profit sharing expenses.

Operating profit

As a result of the foregoing, operating profit in our investment products and solutions segment in 2019 was R$32.2 million, an increase of R$18.9 million, or 142%, from R$13.3 million in 2018.

Infrastructure

Revenue from services rendered

Revenue from services rendered in our infrastructure segment in 2019 was R$25.6 million, an increase of R$12.6 million, or 97%, from R$13.0 million in 2018, driven primarily by an unrealized performance fee recognized by the Vinci Infra Transmissão FIP of R$14.6 million, due to favorable returns on the fund with a gross IRR of 96.5%. Also in 2019, our infrastructure segment launched the Vinci Energia FIP Infraestrutura, a listed fund, with funds raised in the amount of R$420 million.

General and administrative expenses

General and administrative expenses in our infrastructure segment in 2019 were R$6.0 million, an increase of R$0.7 million, or 14%, from R$5.3 million in 2018, driven primarily by personnel and profit sharing expenses of R$1.3 million, mainly profit sharing expenses, partially offset by reimbursements paid for third-party expenses of R$0.6 million by Vinci Energia FIP Infraestrutura.

Operating profit

As a result of the foregoing, operating profit in our infrastructure segment in 2019 was R$18.2 million, an increase of R$11.2 million, or 159%, from R$7.0 million in 2018.

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Real estate

Revenue from services rendered

Revenue from services rendered in our real estate segment in 2019 was R$21.8 million, an increase of R$8.7 million, or 66%, from R$13.1 million in 2018, driven primarily by follow-on offerings of listed funds and the launch of new funds. AUM in the real estate segment as of December 31, 2019 was R$3.3 billion, compared to AUM of R$1.7 billion at the end of 2018, an increase of R$1.6 billion. The drivers of AUM growth (and consequently revenue) were the launch of a new listed fund, Vinci Offices in the amount of R$564 million, the follow-on offering of Vinci Shopping Center in the amount of R$227 million and the follow-on offering of Vinci Logistica in the amount of R$391 million.

General and administrative expenses

General and administrative expenses in our real estate segment in 2019 were R$4.1 million, an increase of R$0.8 million, or 25%, from R$3.3 million in 2018, driven primarily by profit sharing expenses.

Operating profit

As a result of the foregoing, operating profit in our real estate segment in 2019 was R$16.4 million, an increase of R$7.4 million, or 81%, from R$9.0 million in 2018.

Credit

Revenue from services rendered

Revenue from services rendered in our credit segment in 2019 was R$13.8 million, an increase of R$4.7 million, or 51%, from R$9.1 million in 2018, driven primarily by the launch of the fund Vinci FI RF Imobiliário II in the amount of R$667.5 million with a lock-up of 10 years, related to the deployment of capital of the fund Vinci Energia Sustentável FIDC with a lock-up of 15 years.

General and administrative expenses

General and administrative expenses in our credit segment in 2019 were R$1.9 million, an increase of R$0.1 million, or 8%, from R$1.8 million in 2018.

Operating profit

As a result of the foregoing, operating profit in our credit segment in 2019 was R$11.1 million, an increase of R$4.2 million, or 62%, from R$6.8 million in 2018.

Hedge funds

Revenue from services rendered

Revenue from services rendered in our hedge funds segment in 2019 was R$9.6 million, an increase of R$2.9 million, or 44%, from R$6.7 million in 2018, driven primarily by a R$1.8 million increase in performance fees and a R$1.2 million increase in management fees.

General and administrative expenses

General and administrative expenses in our hedge funds segment in 2019 were R$3.0 million, a decrease of R$0.3 million, or 10%, from R$3.3 million in 2018.

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Operating profit

As a result of the foregoing, operating profit in our hedge funds segment in 2019 was R$6.1 million, an increase of R$3.1 million, or 104%, from R$3.0 million in 2018.

Financial advisory services

Revenue from services rendered

Revenue from services rendered in our financial advisory services segment in 2019 was R$7.9 million, a decrease of R$10.1 million, or 56%, from R$18.0 million in 2018, driven primarily by a decrease in the volume of deals completed in 2019 as compared to 2018.

General and administrative expenses

General and administrative expenses in our financial advisory services segment in 2019 were R$2.7 million, an increase of R$0.7 million, or 39%, from R$2.0 million in 2018.

Operating profit

As a result of the foregoing, operating profit in our financial advisory services segment in 2019 was R$4.5 million, a decrease of R$10.0 million, or 69%, from R$14.5 million in 2018.

Liquidity and Capital Resources

As of September 30, 2020, we had R$94.8 million in cash and cash equivalents. We believe that our current available cash and cash equivalents and the cash flows from our operating activities will be sufficient to meet our working capital requirements and capital expenditures in the ordinary course of business for the next 12 months.

The following table shows the generation and use of cash for the periods indicated:

	For the Nine Months Ended September 30,						For the Year Ended December 31,
	2020			2019			2019			2018
	(R$ thousands)
Cash Flow Data
Net cash flows from operating activities		164,723			108,788			132,342			73,284
Net cash flows used in investing activities		64,860			(34,780	)		(39,846	)		(17,020	)
Net cash flows used in financing activities		(141,812	)		(81,125	)		(100,434	)		(53,263	)

Our cash and cash equivalents include cash on hand, bank deposits, interbank certificate deposits with banks and other highly liquid securities purchased under agreements to resell with original maturities of three months or less, which have an immaterial risk of change in value. For more information, see note 5(d) to our unaudited interim consolidated financial statements and note 5(d) to our audited consolidated financial statements included elsewhere in this prospectus.

Net cash flow from operating activities

Our net cash flows from operating activities were R$164.7 million in the nine months ended September 30, 2020, an increase of R$55.9 million, or 51.4%, from net cash flows from operating activities in the nine month ended September 30, 2019. The increase was primarily due to the growth in profit before income taxes in the amount adjusted by non-cash effects of R$35.5 million. In addition, trade receivables increased R$34.7 million, primarily due to the accrual of performances fees toward the end of 2019. Cash inflows for the nine months ended September 30, 2020 were primarily offset by a total amount of R$15.7 million related to (1) a decrease in taxes and contributions payable and (2) an increase in income tax paid in the period.

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Our net cash flows from operating activities were R$132.3 million in 2019, an increase of R$59.1 million, or 80.6%, from net cash flows from operating activities of R$73.3 million in 2018, primarily due to the increase in the profit before income taxes in the amount adjusted by non-cash effects of R$101.0 million and the increase of R$12.4 million in labor and social obligations, due primarily to the increase of the accrual for profit sharing, which is paid annually in January. Cash inflows in 2019 were offset in part due to the increase in trade receivables of R$49.0 million, primarily related to the accrual of performances fees toward the end of 2019.

Net cash used in investing activities

Our net cash flows from investing activities were R$64.9 million in the nine months ended September 30, 2020, an increase of R$99.6 million from net cash flows used in investing activities in the nine months ended September 30, 2019, primarily due to a redemption of a significant part of the mutual funds invested by Vinci (primarily attributable to redemptions of quotas in FI Vinci Renda Fixa CP, which at the time primarily held Brazilian government bonds). During the nine-month period ended on September 30, 2020 the amount invested in mutual funds decreased by R$64.6 million from the amount invested at December 31, 2019. The amount received was used by Vinci to invest in certificates of deposits, classified as cash equivalents. On the other hand, during the nine months ended September 30, 2019, the amount invested in financial instruments at fair value through profit and loss, mainly represented by mutual funds, increased R$33.5 million, as compared to amounts invested at December 31, 2018.

Our net cash flows used in investing activities were R$39.8 million in 2019, an increase of R$22.8 million, or 134%, from net cash flows used in investing activities of R$17.0 million in 2018, primarily due to investments in financial instruments at fair value through profit or loss, net of amortizations and redemption, in the amount of R$22.1 million, comprised primarily by (1) R$19.7 million in the Vinci Multiestrategia FIM and (2) R$15.9 million in the Vinci Renda Fixa CP, and (3) the increase in these investments was partially offset by a withdrawal in Vinci Infra Coinvestimento FIP and Vinci Infra Transmissão FIP in the total amount of R$12.5 million.

Net cash flows from financing activities

Our net cash flows used in financing activities were R$141.8 million in the nine months ended September 30, 2020, an increase of R$60.7 million, or 74.8%, from net cash flows used in financing activities primarily due to an increase in dividends paid in the amount of R$69.0 million. In the nine months ended September 30, 2020 we paid our quotaholders (which comprise the partners of Vinci) R$129.8 million compared to R$60.8 million in the same period in 2019. Additionally, in the nine months ended September 30, 2019 we repaid indebtedness in the amount of R$8.5 million, partially offsetting the increase in the net cash flow from financing activities.

Our net cash flows used in financing activities were R$100.4 million in 2019, an increase of R$47.2 million, or 88.6%, from net cash flows used in financing activities of R$53.3 million in 2018, primarily due to the increase in dividend payments to quotaholders in the amount of R$30.3 million. During 2019 we paid our quotaholders (which comprise the partners of Vinci) R$76.2 million compared to R$45.9 million in 2018.

Additionally, during 2019 we repaid indebtedness in the amount of R$8.5 million, which indebtedness had been disbursed entirely in 2018, representing a decrease of R$17.0 million in cash flows from 2018 to 2019.

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Indebtedness

As of September 30, 2020, we had R$164.7 million (undiscounted) in lease liabilities. The following is a description of our material indebtedness as of the date of this prospectus:

Lease liabilities

Lease liabilities were initially measured at the present value of the remaining lease payments, discounted using the lessee’s incremental borrowing rate. As of September 30, 2020, we leased three offices with a remaining payment of R$164.7 million (undiscounted) under leases expiring within five to ten years.

Capital Expenditures

In the nine months ended September 30, 2020 and 2019 and in the years ended December 31, 2019 and 2018, we made capital expenditures of R$1.9 million, R$1.3 million, R$1.7 million and R$1.0 million, respectively. Total capital expenditures as a percentage of revenue from services rendered were 0.7% in the nine months ended September 30, 2020, 0.6% in the nine months ended September 30, 2019, 0.6% in 2019 and 0.6% in 2018. These capital expenditures mainly include expenditures related to the upgrade and development of our IT systems, software and infrastructure.

We expect to increase our capital expenditures to support the growth in our business and operations. We expect to meet our capital expenditure needs for the foreseeable future from our operating cash flow, our existing cash and cash equivalents, and with the net proceeds of this offering. Our future capital requirements will depend on several factors, including our growth rate, the expansion of our research and development efforts, employee headcount, marketing and sales activities, the introduction of new features to our existing products and the continued market acceptance of our products.

Tabular Disclosure of Contractual Obligations

The following is a summary of our contractual obligations as of September 30, 2020:

	Payments Due By Period as of September 30, 2020
	Total			Less than one year			1-3 years			3-5 years			More than five years
	(R$ millions)
Obligations		(900	)		(900	)		—			—			—
Lease obligations		(164,733	)		(18,479	)		(38,128	)		(32,643	)		(75,483	)
Total		(165,633	)		(19,379	)		(38,128	)		(32,643	)		(75,483	)

The balances presented in the table above comprise the future obligations evaluated by undiscounted cash flow as of September 30, 2020.

Off-Balance Sheet Arrangements

We had certain balances of remaining committed capital that are not recorded on our balance sheet as liabilities in private equity investment funds at September 30, 2020, as follows:

	As of September 30, 2020
	(R$ thousands)
Vinci Capital Partners III Feeder FIP Multiestratégia		1,950
Nordeste III FIP Multiestratégia		2,465
Total		4,415

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Critical Accounting Estimates and Judgments

Our consolidated financial statements are prepared in conformity with IFRS. In preparing our consolidated financial statements, we make assumptions, judgments and estimates that can have a significant impact on amounts reported in our consolidated financial statements. We base our assumptions, judgments and estimates on historical experience and various other factors that we believe to be reasonable under the circumstances. Actual results could differ materially from these estimates under different assumptions or conditions. We regularly reevaluate our assumptions, judgments and estimates. Our significant accounting policies are described in note 2 to our audited consolidated financial statements included elsewhere in this prospectus. We believe that the following critical accounting policies are more affected by the significant judgments and estimates used in the preparation of our consolidated financial statements.

Estimation fair value of certain financial assets

The fair value of financial instruments that are not traded in an active market is determined using valuation techniques. We use our judgment to select a variety of methods and make assumptions that are mainly based on market conditions existing at the end of each reporting period.

Impairment of financial assets

The loss allowances for financial assets are based on assumptions about risk of default and expected loss rates. We use our judgment in making these assumptions and selecting the inputs to the impairment calculation, based on our past history and existing market conditions, as well as forward-looking estimates at the end of each reporting period. The assessment of the correlation between historical observed default rates, forecast economic conditions and expected credit losses is a significant estimate.

Profit sharing and bonus plans

We recognize a liability and an expense for bonuses and profit sharing based on a formula that takes into consideration the profit attributable to our quotaholders after certain adjustments. We recognize a provision where contractually obliged or where there is a past practice that has created a constructive obligation.

Revenue recognition

Upon the adoption of IFRS 15, revenue is recognized when the performance obligation is satisfied. Revenue comprises the fair value of the consideration received or receivable for financial advisory and investment fund management services rendered in the ordinary course of our activities. Revenue is shown net of taxes, returns, rebates and discounts.

We account for management fees and performance fees as contracts with customers. Under the guidance for contracts with customers, and we are required to (1) identify the contract(s) with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when (or as) the entity satisfies a performance obligation. In determining the transaction price, we may include variable consideration only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized would not occur when the uncertainty associated with the variable consideration is resolved. See note 20 to our unaudited interim consolidated financial statements and note 20 to our audited consolidated financial statements for a disaggregated presentation of revenues from contracts with customers, as follows:

Management fees

Management fees are recognized in the period when the corresponding services are rendered, in conformity with the recognition criteria established in the contract, which generally consist of a percentage on the net asset value of each investment fund being managed. These customer contracts require us to provide investment

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management services, which represents a performance obligation that we satisfy over time. Management fee percentages currently range between 0.1% and 2%.

Performance fees

Performance fees are accounted for when the return on assets under management, over a given period established in each fund’s private memorandum, exceeds certain return benchmarks or other performance benchmarks, depending on each fund’s private memorandum. Performance fees are calculated on a six-month basis, substantively ending every June and December.

Performance fees are a form of variable consideration because the fees to which we are entitled vary based on fluctuations in the basis for the management fee. The amount recorded as revenue is generally determined at the end of the period because these performance fees are payable on a regular basis (typically every six months) and are not subject to clawback once paid.

Unrealized performance fees are recognized when it becomes highly probable that the revenue related to such fees will not be reversed in the income statement, even if the established investment period in the respective fund’s by-laws has not concluded.

Financial advisory services

Financial advisory fees are related to the service provided by Vinci Assessoria Financeira Ltda. in support of M&A transactions and IPOs. Normally, the fees are due when the transaction is completed.

Recent Accounting Pronouncements

For information about recent accounting pronouncements that will apply to us in the near future, see note 3 to our unaudited interim consolidated financial statements and note 3 to our audited consolidated financial statements included elsewhere in this prospectus.

First-Time Adoption of IFRS

Our financial statements for the year ended December 31, 2019, are the first that we have prepared in accordance with IFRS. For periods up to and including the year ended December 31, 2018, we prepared our financial statements in accordance with accounting practices adopted in Brazil, applicable to small and medium-size entities, or Brazilian GAAP.

Accordingly, we have prepared our financial statements to comply with IFRS applicable as of December 31, 2019, together with the comparative period data for the year ended December 31, 2018. In preparing our financial statements, our opening statement of financial position was prepared as of January 1, 2018, the date of our transition to IFRS. See note 3 to our audited consolidated financial statements for an explanation of the principal adjustments made by us in restating our Brazilian GAAP financial statements, including the statement of financial position as of January 1, 2018 and the financial statements as of, and for, the year ended December 31, 2018.

Exemptions applied

IFRS 1 allows first-time adopters certain exemptions from the retrospective application of certain requirements under IFRS. We have applied the following exemptions:

• Cumulative currency translation differences for all foreign operations are deemed to be zero as of January 1, 2018.

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• We assessed all contracts existing as of January 1, 2018 to determine whether a contract contains a lease based upon the conditions in place as of January 1, 2018. Lease liabilities were measured at the present value of the remaining lease payments, discounted using the lessee’s incremental borrowing rate as of January 1, 2018. Right-of-use assets were measured at the amount equal to the lease liabilities, adjusted by the amount of any prepaid or accrued lease payments relating to that lease recognized in the statement of financial position immediately before January 1, 2018. The lease payments associated with leases for which the lease term ends within 12 months of the date of transition to IFRS and leases for which the underlying asset is of low value have been recognized as an expense on either a straight-line basis over the lease term.

• We have designated certain financial assets as fair value through profit or loss on the basis of the facts and circumstances that existed as of January 1, 2018.

JOBS Act

We are an emerging growth company under the JOBS Act. The JOBS Act provides that an emerging growth company can delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have irrevocably elected not to avail ourselves of this exemption and, therefore, we will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things; (1) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404; (2) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act; (3) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis); and (4) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our initial public offering or until we are no longer an “emerging growth company,” whichever is earlier.

Quantitative and Qualitative Disclosure About Market Risk

We are exposed to market risks in the ordinary course of our business, including the effects of interest rate changes and foreign currency fluctuations. Information relating to quantitative and qualitative disclosures about these market risks is described below and in note 4 to our audited consolidated financial statements included elsewhere in this prospectus.

Currency Risk

We are subject to foreign currency risk in connection with our international operations, exclusively in respect of the U.S. dollar. Foreign exchange risk arises from future commercial transactions and recognized assets and liabilities denominated in a currency that is not the functional currency of the Group. See note 4(b)(i) to our unaudited interim consolidated financial statements and note 4(b)(i) to our audited consolidated financial statements for a summary of the foreign assets and liabilities to which we are exposed.

Interest Rate Risk

Our profit or loss is sensitive to higher or lower interest income from cash and cash equivalents and Mutual Funds as a result of changes in interest rates. See note 4(b)(ii) to our unaudited interim consolidated financial statements and note 4(b)(ii) to our audited consolidated financial statements for a summary of our sensitivity to changes in interest rates.

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The following are the risk rates that we are exposed to: (1) SELIC rate; (2) IGP-M, the Brazilian general market price index (Índice Geral de Preços do Mercado); (3) IPCA, the Brazilian national consumer price index (Índice Nacional de Preços ao Consumidor Amplo);

Price Risk

Price risk is the risk arising from price changes in investment fund portfolios and shares listed on the stock exchange held in our portfolio, which may affect profit or loss. Price risk is mitigated by our management through the diversification of our portfolio and/or through the use of derivatives contracts, such as options or futures. We believe we adopt conservative price risk limits in our risk budget.

The majority of our financial investments that are exposed to significant price risk are the private equity investments. See note 5(d) to our unaudited interim consolidated financial statements and note 5(d) to our audited consolidated financial statements for a sensitivity analysis of the price risk for assets held by us.

Liquidity Risk

Liquidity risk relates to maintaining sufficient cash and securities through an adequate amount of committed credit facilities to meet obligations when due and to close out market positions. We have a liquidity risk management policy, which aims to ensure a minimum level of liquidity considered adequate by our management. This policy establishes actions to be taken in the event of liquidity contingencies, which are designed to reframe cash within required minimum liquidity limits. Our risk department is responsible for the structure and management of risks and is under the supervision of the board of directors, for the avoidance of any conflicts of interest with departments requiring liquidity.

Liquidity risk control is based on forecasts of cash and assets with credit risk. The cash forecast relies on the free funds deposited by customers, while fund allocations can be classified according to their settlement or zero settlement periods. The stressed scenario models for delays in private credit assets and the extent to which possible stress would affect our liquidity conditions.

See note 4.1(c) to our unaudited interim consolidated financial statements and note 4.1(c) of our audited consolidated financial statements for a summary of our net debt as of December 31, 2019 and 2018.

Credit Risk

Credit risk is the risk of suffering financial losses related to noncompliance by any of our clients and market counterparties with financial obligations and concessions granted in the renegotiation of financial arrangements and recovery costs, among others.

Credit risk includes, among other risks: (1) noncompliance by counterparties with obligations related to the settlement of transactions in financial assets, including derivative financial instruments; (2) losses related to noncompliance with financial obligations by borrowers located abroad, as a result of the actions taken by the government of the country in which they reside; (3) cash disbursements to honor credit commitments or other transactions of a similar nature; and (4) losses associated with noncompliance by intermediaries or borrower with financial obligations pursuant to financing agreements.

Market Risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three main types of risk: foreign exchange variation, interest rates and share prices. The aim of market risk management is to control exposure to market risks, within acceptable parameters, while optimizing returns. Market risk management for operations is carried out through policies, control procedures and prior identification of risks in new products and activities, with the purpose to maintain market risk exposure at levels considered acceptable by us and to meet our business strategy.

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REGULATORY OVERVIEW

We are subject to government authorizations and extensive regulation in the jurisdictions in which we operate and conduct our activities.

Regulatory Matters in Brazil

Seven of our subsidiaries, Vinci Capital Gestora de Recursos Ltda., Vinci Equities Gestora de Recursos Ltda., Vinci Gestão de Patrimônio Ltda., Vinci Gestora de Recursos Ltda., Vinci GGN Gestão de Recursos Ltda., Vinci Infraestrutura Gestora de Recursos Ltda., and Vinci Real Estate Gestora de Recursos Ltda., or the Regulated Entities, carry out operations that are subject to specific Brazilian laws and regulation by the CVM. Furthermore, Vinci Capital Gestora de Recursos Ltda. is a member of the Brazilian Financial and Capital Markets Association (Associação Brasileira das Entidades dos Mercados Financeiro e de Capitais), or ANBIMA, and the Vinci Group is associated with the Brazilian Private Equity and Venture Capital Association (Associação Brasileira de Private Equity e Venture Capital), or ABVCAP.

The Regulated Entities are licensed to operate in the Brazilian capital markets as asset management companies (administrador de carteiras de valores mobiliários) by the CVM, and subject to the rules and oversight of the CVM, pursuant to Law No. 6,385 of December 7, 1976, or Law No. 6,385/76, and CVM Rule No. 558 of March 26, 2015, or CVM Rule No. 558.

The Regulated Entities provide securities portfolio management services, pursuant to CVM Rule No. 558 and are members of the ANBIMA and the ABVCAP, adhering to the applicable codes of best practices for each of the types of investment funds the portfolio of which they manage in Brazil. The Regulated Entities can perform portfolio management services to all types of investment funds in Brazil and to securities portfolios (carteiras administradas).

Furthermore, the Regulated Entities are duly authorized to act in the distribution of quotas of the investment funds that they manage, pursuant to article 30 of CVM Rule No. 558, which allows asset management companies to perform distribution activities, however with certain restrictions in relation to an entity fully authorized as a member of the distribution system, such as not being able to distribute securities issued by third-parties. To perform such distribution activities, the Regulated Entities must comply with all CVM rules applicable to the members of the distribution system regarding (1) suitability requirements in respect of client investor profiles, (2) registration of clients, payment of redemption amounts, amortizations and/or investment orders to and from the clients’ accounts, (3) money laundering, concealment of assets, rights and values prevention and (4) exchange of information between the distributor and the fiduciary administrator of the relevant fund.

Laws and Regulations Applicable to Asset Management Activities in Brazil

Law No. 6,385/76, regulates the issuance, offering and distribution of securities (including shares of funds) in the public market, as well as the trading of securities, management and settlement and/or clearance of securities transactions in Brazil. All such activities require prior authorization from the CVM.

The capital markets regulatory framework, in Brazil, is further supplemented by regulation issued by the CMN, the CVM and the Central Bank, and self-regulation policies, such as those issued by securities exchanges and self-regulated entities, that govern their members and participants, (such as, for example, B3 S.A. – Brasil, Bolsa, Balcão, or B3, the ANBIMA and the ABVCAP).

Licensing Requirements

As to our asset management activities in Brazil, the main regulation applicable to our affiliates is CVM Rule No. 558, which defines professional asset management activities as activities directly or indirectly related to the operation, maintenance and management of securities portfolios, including the investment of funds in the securities market on behalf of clients.

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CVM Rule No. 558 provides for two categories of asset managers: (1) fiduciary administrators, which are not allowed to trade securities on behalf of clients and/or (2) portfolio managers, which are allowed to manage portfolios on clients’ behalf, including through the trading of securities. All of our affiliates that carry out asset management activities are registered with the CVM as portfolio managers.

To be authorized by the CVM to engage in such an activity, legal entities that operate as asset managers must (1) have a registered office in Brazil; (2) have fiduciary administration or securities portfolio management, as applicable, as a corporate purpose and be duly incorporated and registered with the Legal Entities Taxpayer Registration – CNPJ; (3) have one or more officers duly certified and approved by CVM to take on liability for fiduciary administration or securities portfolio management, as applicable, pursuant to CVM Rule No. 558; (4) appoint a compliance officer and, in the case of portfolio managers, also a risk management officer; (5) appoint a distribution officer, if the entity distributes shares of investment funds administrated or managed thereby, as applicable; (6) be controlled by reputable shareholders (direct and indirect), who have not been convicted of certain crimes detailed in article 3, VI of CVM Rule No. 558; who is not unable or suspended from occupying a position in financial institution or other entities authorized to operate by the CVM, the Central Bank, SUSEP or PREVIC, and have not been banned from asset management activities by judicial or administrative decisions; (7) put in place and maintain personnel and IT resources appropriate for the size and types of services to be rendered; and (8) execute and provide the applicable forms to the CVM so as to prove its capacity to carry out such activities, pursuant to CVM Rule No. 558.

In compliance with CVM Rule No. 558, among other measures, each of our asset management affiliates has one officer duly registered with CVM as asset managers, who are responsible for the portfolio management activities, as well as officers appointed specifically for compliance, risk management and distribution activities. Our affiliates also maintain personnel and IT resources appropriate for their size.

This same regulation requires our affiliates to conduct their activities in good faith, with transparency, diligence and loyalty with respect to clients, and perform their duties with the aim of achieving clients’ investment objectives. Our affiliates must also maintain a website, with extensive current information, including, but not limited to (1) an updated annual filing form (formulário de referência), (2) a code of ethics, (3) rules, procedures and a description of internal controls in order to comply with CVM Rule No. 558, (4) a risk management policy, (5) a policy for purchase and sale of securities by managers, employees and the company, and (6) a policy for allocation and division of orders among the securities portfolios.

Under CVM Rule No. 558, our asset management affiliates are forbidden from (1) making public assurances of profitability levels based on the historical performance of portfolio and market indexes; (2) modifying the basic features of the services they provide without following the prior appropriate procedures under the asset management agreement and regulations; (3) making promises as to future results of the portfolio; (4) contracting or granting loans on behalf of their clients, subject to certain exceptions set out in regulation; (5) providing guarantees or becoming a joint obligor in any other form with respect to the managed assets, except in certain circumstances set forth in the regulation; (6) neglecting, under any circumstances, the rights and intentions of the client; (7) trading securities from the portfolios they manage with the purpose of obtaining brokerage revenues or rebates for themselves or third parties; or (8) subject to certain exceptions set out in the regulation, acting as a counterparty, directly or indirectly, to clients.

In addition, our subsidiary Vinci Gestão de Patrimônio Ltda., performs wealth management activities. Wealth management activities, in Brazil, encompass services to investors with an individualized approach. While such services are subject to CVM regulation regarding portfolio management, ANBIMA has a set of additional rules applicable to entities that perform wealth management activities governing best practices in dealing with the owner of the managed assets and mitigation of agency risks.

The asset management industry is subject to further regulation, mainly from the CVM, but also from the CMN and other authorities. Specific regulations apply to the various types of funds we manage, according to the

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class of assets held, the qualification of the investment public target, and how shares are offered, among other things.

Internal Compliance Procedures

CVM Rule No. 558 also requires that asset management firms maintain internal compliance procedures.

Main Regulatory Entities

The main regulatory entity with authority to regulate our operations is the CVM. In addition, our asset management affiliates are associated with and subject to the self-regulatory rules issued by the ANBIMA and the ABVCAP.

We present below a summary of the main duties and powers of the CVM, ANBIMA and ABVCAP.

CVM

The CVM is a federal regulatory authority responsible for implementing the CMN’s policies related to the Brazilian capital market and for regulating, developing, controlling and inspecting the securities market.

The main responsibilities of the CVM are the following:

• regulating the Brazilian capital markets, in accordance with Brazilian corporation law and securities law;

• setting rules governing the operation of the securities market, including public offerings;

• defining the types of financial institutions that may carry out activities in the securities market, as well as the kinds of transactions that they may perform and services that they may provide in such market;

• controlling and supervising the Brazilian securities market through, among others:

• the approval, suspension and de-listing of publicly held companies;

• the authorization of brokerage firms to operate in the securities market and public offering of securities;

• the supervision of the activities of publicly held companies, stock exchange markets, commodities and future markets, financial investment funds and variable income funds;

• the requirement of full disclosure of relevant events that affect the market, as well as the publication of annual and quarterly reports by publicly held companies; and

• the imposition of penalties; and

• permanently supervising the activities and services of the securities market, as well as the dissemination of information related to the market and the amounts traded therein, to market participants.

ANBIMA and ABVCAP

ANBIMA and ABVCAP are private self-regulatory associations of asset managers and other entities, which, among other things, establish rules as well as codes of best practices for entities operating in the Brazilian capital market. ANBIMA and ABVCAP also establish punitive measures in case of noncompliance with its rules. ABVCAP’s self-regulatory authority is restricted to private equity investment funds (Fundos de Investimento em Participações—FIP).

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Pursuant to ANBIMA’s by-laws, a change of control, change in the corporate name, and/or change in the organizational structure of a member shall be reported by that member to ANBIMA. ANBIMA may request that a member which had its control or organizational structure changed re-apply for association and the decision on readmissions is subject to ANBIMA’s ethical committee discretion and the completion of specific admission procedures.

Punitive Sanctions

Legal violations under Brazilian securities laws may lead to administrative, civil and criminal liability. Offenders may be prosecuted under all three legal theories separately, before different courts and regulatory authorities, and face different sanctions with respect to the same legal offense.

Law No. 13,506 and CVM Rule No. 607 of June 18, 2019, regulate administrative sanctioning proceedings as well as the various penalties, consent orders, injunctive measures, fines and administrative settlements that may be imposed by the CVM.

Among other matters, Law No. 13,506:

• limits fines imposed by the CVM to the greater of the following amounts: R$50 million, twice the value of the irregular transaction, three times the amount of the improperly obtained economic gain or improperly avoided loss, or twice the damage caused by the irregular conduct. Repeat offenders may be subject to treble the amounts above;

• provides for the suspension, disqualification and prohibition from engaging in certain activities or transactions in the banking or securities market for a period of up to twenty years;

• imposes coercive or precautionary fines of up to R$100,000 per day, subject to a maximum period of thirty days in punitive fines;

• prohibits offending institutions from participating in securities markets; and

• provides the CVM with the authority to ban the accused from contracting with official Brazilian financial institutions and participating in public bidding processes for a period of up to five years;

Penalties may be aggregated, and are calculated based on the following factors:

• gains obtained or attempted to be gained by the offender;

• economic capability to comply;

• severity of the offense;

• actual losses;

• any recurrence of the offense; and

• the offender’s cooperativeness with the investigation.

Anti-Money Laundering Regulations

Law No. 9,613 of March 3, 1998, as amended by Law No. 12,683 of July 9, 2012, or the AML Law, and Law No. 13,506 of November 13, 2017 (related to administrative procedures and enforcement conducted by the CVM and the Central Bank), play a major regulatory role in the oversight of banking and financial activities in Brazil. The AML Law sets forth the rules and the penalties to be imposed upon persons engaging in activities that constitute “laundering” or the concealing of property, cash or assets, acquired or resulting from any kind of criminal activity. Such regulation further prohibits individuals from using the financial system for the aforementioned illicit acts. The AML Law also created the Council of Control of Financial Activities (Conselho

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de Controle de Atividades Financeiras) or COAF, which operates under the Ministry of Economy. The purpose of the COAF is to investigate, examine, identify and impose administrative penalties in respect of any suspicious or unlawful activities related to money laundering in Brazil, without prejudice to the authority of other bodies and entities, as well as report suspicious criminal activities to the prosecutors and the police. Article 11 of the AML Law provides that each business must comply with the rules enacted by regulators with authority over it. In the case of asset managers, the CVM is the main regulator and CVM Rule No. 617 of December 5, 2019, which focus on a risk-based approach and reinforcements of internal compliance, is CVM’s main regulation regarding anti-money laundering and combating the financing of terrorism, or AML/CFT for asset managers.

Pursuant to the AML Law, asset managers, among others, must comply as follows: (1) identify and maintain up-to-date records of their clients, for a period of at least five years, (2) keep up-to-date records of all transactions, for a period of at least five years, in foreign currencies, involving securities, bonds, credit, financial instruments, metals or any asset that if converted into cash exceed the amount set forth by the competent authorities, and which shall be in accordance with the instruction issued by these authorities; (3) adopt anti-money laundering, or AML, internal control policies and procedures that are compatible with the size and operations of the company; (4) monitor whether any client and/or their ultimate beneficial owners are persons under sanction by the United Nations’ Security Council and hastily notified to the Ministry of Justice and Public Safety, COAF and the CVM in case any attempt to transfer funds to such a person is identified; (5) register and maintain up-to-date records with the appropriate regulatory agency (i.e., COAF and/or CVM); (6) comply with COAF’s requests and obligations; (7) pay special attention to any transaction or corporate reorganization of clients or ultimate beneficial owners of clients that, in light of the provisions set forth by competent authorities, may indicate suspicion of money laundering or financing of terrorism or where the ultimate beneficial owner cannot be ascertained; (8) report all suspicious transactions (pursuant to CVM Rule No. 617 mentioned below) to COAF within twenty-four hours, while abstaining from notifying their customers of such report; and (9) confirm to the applicable regulatory agency (i.e., COAF and/or CVM) that no transactions have occurred, in the case there are no transactions.

Specifically, CVM Rule No. 617, establishes, among other obligations, that persons who engage in the custody, issuance, distribution, settlement, trade, intermediation, consultancy or management of bonds or other securities must adopt rules, procedures and internal controls in accordance with previously and expressly established procedures to confirm the registration information of its clients, keep such information updated and monitor the transactions carried out thereby. These rules aim at preventing the use of the account by third parties and identify the end beneficiaries of transactions. Business relations with politically exposed persons are also to be closely monitored.

Other guidelines and procedures provided for in CVM Rule No. 617 are listed below:

• Risk-Based Approach. Through their internal rules, procedures and controls, the entities subject to CVM Rule No. 617 should define the scope of analysis in their registration procedures and AML and combating the financing of terrorism, or AML/CFT, in accordance with a group of considerations, such as: (i) scope of activities performed by the regulated entity; (ii) scale; (iii) complexity and diversity of transactions; (iv) client base; among other aspects that can assist in measuring the level of risk inherent to the different existing business models; (v) employees and services providers: the entities shall have policies for continually knowing them (KYE and KYP); and (vi) criteria for politically exposed person (PEP) investors. It is important to note that the risk-based approach comprises of two aspects: the level of risk assigned to clients and that assigned to the entity’s products and services.

• Exchange of information between entities of the same conglomerate. Entities of the same conglomerate which are regulated by CVM should establish information exchange mechanisms in their AML/CFT policy to ensure greater synergy between different areas of internal controls.

• Detailing duties of the officer responsible for AML/CFT and possibility of appointing a single officer for the conglomerate. CVM Rule No. 617 provides for a detailed description of the duties of the statutory officer responsible for AML/CFT in relation to the establishment of policies, procedures

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and internal controls of regulated entities, as well as the verification of their effectiveness. In addition, it allows the appointment of a single officer responsible for all entities of the conglomerate.

• Regulation of the obligations arising from Law No. 13,810/2019. The new rule is in alignment with Law No. 13,810/2019, since it adheres to the sanctions imposed by the United Nations Security Council resolutions, as well as to the recommendations of the FATF.

• Definition of steps for KYC procedures. Entities subject to CVM Rule No. 617 shall adopt KYC procedures which at least include the following four (4) steps: (i) client identification; (ii) onboarding; (iii) due diligence; and (iv) identification of beneficial owners.

• Identification of Ultimate Beneficial Owner(s). CVM Rule No. 617 provides a definition of ultimate beneficial owner as a “natural person or persons who jointly own, control or have direct or indirect significant influence on a client on behalf of whom a transaction is being conducted or benefits therefrom” and determines that regulated entities adopt procedures to identify ultimate beneficial owners. The same requirement applies to persons who exercise significant influence on the client, thus understood as the situation in which a natural person, whether the controller or not, actually influences decisions or holds more than twenty-five percent (25%) of the share capital of legal entities or the net equity of investment funds and other entities. It is important to note that the rule provides certain exceptions to the obligation on ultimate beneficial owners, such as in the case of publicly listed companies, registered investment funds (provided that they are not exclusive and managed by a CVM-authorized manager) or certain foreign investors.

• Alternative onboarding systems and simplified onboarding process for non-resident investors. The new rule allows the using of alternative onboarding systems, if they meet the applicable rules and regulations, ensuring the protection of client information, as well as the maintenance and traceability of this information. Furthermore, through Annex 11-B to CVM Rule No. 617, said rule maintains the simplified onboarding tool for NRIs. It is worth mentioning that the simplified onboarding process does not exempt the regulated entity from conducting KYC procedures. Nevertheless, in line with the risk-based approach, the new rule indicates a greater flexibility of deadlines for updating the onboarding information on clients of regulated entities.

• Regulated entities that have no direct relationship with investors. CVM Rule No. 617 expressly states that entities lacking direct contact with investors must adopt AML/CFT procedures that are compatible with the activities performed; for the purposes of the risk-based approach, the AML/CFT policy and its respective rules, procedures and internal controls of the entities that have a direct relationship with clients can be applied. Also, said entities lacking direct contact with investors should maintain a process for exchanging information with the entities that have direct contact with their clients, apart from other obligations indicated therein.

Relationships with other Regulated Entities

The Regulated Entities perform a range of portfolio management services to the funds under our management, as described above. In order to provide such services, the Regulated Entities engage with local representatives and custodians to register and effect foreign investments in Brazil under CMN Instruction 4,373, or the 4,373 Representatives and Custodians. The 4,373 Representatives and Custodians are entities regulated by the CVM and the Central Bank, and are subject to the same AML/CFT rules described above, in addition to other rules on custody and representation applicable to non-resident investments in Brazil.

In addition, given that the Regulated Entities are only licensed to perform portfolio management services, we need to engage third-party fiduciary administrator to perform fiduciary administration services to the investment funds managed by the Regulated Entities.

Regulatory Matters in the United States

We are subject to the following laws, regulation and oversight in the United States.

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The Advisers Act

Our subsidiary Vinci Partners USA LLC is based in the United States and provides investment advice to the general partners and managers of Vinci Partners funds.

Vinci Partners USA LLC is registered under the U.S. Investment Advisers Act of 1940, as amended, or the Advisers Act, as an investment adviser with the SEC. Investment advisers registered with the SEC are subject to the requirements and regulations of the Advisers Act. Such requirements and regulations include, among other things, fiduciary duties to advisory clients, compliance program obligations, regulatory reporting requirements, disclosure obligations, advertising rules, mandated safeguards for protecting client funds and securities, limitations on agency cross and principal transactions between an adviser and its advisory clients, restrictions on advisory contract assignments, privacy protection regulations, anti-corruption rules relating to investors associated with U.S. state or local governments, and general anti-fraud prohibitions.

Certain investment advisers affiliated with us whose principal places of business are outside of the United States qualify for an exemption from the Advisers Act’s registration requirements, but they file reports with the SEC as “exempt reporting advisers” pursuant to the terms of the registration exemption on which they rely. Provisions of the Advisers Act that apply only to registered investment advisers do not apply to exempt reporting advisers. However, exempt reporting advisers are subject to some of the requirements and regulations of the Advisers Act, including, among other things, fiduciary duties to advisory clients, recordkeeping and regulatory reporting requirements, disclosure obligations, limitations on agency cross and principal transactions between an adviser and its advisory clients, anti-corruption rules relating to investors associated with U.S. state or local governments, and general anti-fraud prohibitions.

Supervision and Sanctions: Investment Advisers

Vinci Partners USA LLC, as a registered investment adviser, is subject to periodic inspections by the SEC. A regular or routine SEC inspection will typically involve, at a minimum, a careful review of the adviser’s books and records and may include interviewing employees. The SEC inspection staff may also conduct more frequent examinations focusing on a limited number of specific issues or conduct an examination “for cause.” In addition, the SEC is authorized under the Advisers Act to require exempt reporting advisers, including those affiliated with us, to maintain records and provide reports, and to examine these advisers’ records.

The SEC may bring civil actions against investment advisers, and seek damages or other relief, either in a U.S. district court or before an administrative law judge. Criminal actions under the Advisers Act are referred to the U.S. Department of Justice. The Advisers Act provides that persons who willfully violate the provisions and rules of the Advisers Act are subject to criminal penalties of up to five years in prison and/or significant monetary penalties. In general, Section 203(e)-(f) of the Advisers Act gives the SEC the authority to discipline an adviser if, among other things, the adviser or certain persons associated with the adviser engaged in certain prohibited acts, generally including securities fraud. The disciplinary actions, orders or sanctions the SEC may impose include significant monetary penalties, disgorgement of gain, cease-and-desist orders, censure, suspension, and revocation of the investment adviser’s registration. The SEC can also bar an individual from being associated with a registered investment adviser for a prescribed period or take other actions designed to prevent violations.

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INDUSTRY OVERVIEW

The Global Investments Industry

The global investments market is served by asset managers which provide professional investment management services to investors including institutional investors such as pension funds, insurance companies, sovereign wealth funds, as well as to HNWIs, retail investors and corporate clients. The market for asset management has grown significantly in recent years. According to the 2020 Global Trends in Asset Management Report by McKinsey & Company, or the McKinsey & Company Report, global asset management industry AUM grew at an annualized rate of eight percent, from US$42 trillion in 2008 to US$89 trillion in 2018, and global AUM is estimated to have grown an additional 17% from 2018 to 2019, reaching a total of US$104 trillion. This growth was propelled by two main factors: investment returns and net inflows (new assets contribution, minus redemptions). Investment returns refer to the appreciation of capital invested, which in recent years were mostly derived from increases in equity market values. Net inflows, on the other hand, have made an increasing contribution towards growth in recent years, with net inflows representing 2.4% of the industry AUM in 2018, according to the McKinsey & Company Report. These net inflows have been driven by increasing pools of wealth, which are the result of an aging population, sustained low interest rates globally and increased retirement funding needs. We believe these structural growth dynamics are expected to be sustained and even accelerate in the coming years, contributing to further growth in global AUM.

Asset management firms offer investment services across both “traditional” asset classes, such as publicly traded equity and fixed income securities, and “alternative” asset classes, which include hedge funds and absolute return strategies invested typically through publicly traded securities, as well as investments in private equity, infrastructure, real estate, and private credit.

Globalization of Asset Management and Markets

The macroeconomic position of international markets has improved significantly over the last 20 years, driven by several monetary and structural reforms such as floating exchange rates, fiscal restraint and trade liberalization. We expect international markets, led by stronger, more stable economies, to become a source of scalable and long-term capital for fundraising. According to the McKinsey & Company Report, North America continues to be the biggest contributor to global industry AUM, followed by Europe. Nevertheless, Asia-Pacific and Middle East, Africa and Latin America have grown AUM since 2008 through 2018 at a faster rate, with annual growth rates of 11.0% and 11.6%, respectively.

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The asset management industry in Brazil has also benefited from the long-term macroeconomic trends affecting global markets. Over the last 10 years, Brazil has gained relevance among the global markets in terms of AUM and has become a leader among emerging market economies. According to the McKinsey & Company Report and data from ANBIMA, Brazil represents approximately 1.5% of global industry AUM, 6.8% of Asia-pacific, Middle East, Africa, and Latin America, and 45.2% of Middle East, Africa and Latin America AUM, as of 2018. Brazil’s AUM grew by 17.8% in local currency from 2018 to 2019, according to ANBIMA, propelling the sharp growth and increased relevance of emerging market economies in the global asset management industry.

Expansion of the Alternative Asset Management Industry

Alternative strategies have outgrown the broader industry. For instance, in North America Alternative AUM grew at an annual rate of 8.4% compared to the 7.4% of total industry AUM from 2008 through 2018, according to the McKinsey & Company Report. This strong and sustained level of industry growth has been underpinned mainly by several trends evidenced both globally and in Brazil, including:

• strong growth in investable assets from institutional investors;

• an aging population resulting in increased retirement funding needs from pensions funds and other savings institutions;

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• increase in sophistication from retail, corporate and institutional investors searching for more attractive risk-reward alternatives and diversified asset classes;

• sustained lower interest rates driving active search for higher real yields (alpha) and differentiated performance;

• strong outperformance of private asset classes, as compared to public markets; and

• greater access for investors to alternative assets classes.

Our Market

Brazil is a large and attractive market for financial services. The country has the 6th largest population and the 9th largest economy in the world with 211 million people and a GDP of US$1.8 trillion as of 2019, according to the World Bank. As shown in the graph below, during the first years of the previous decade the country’s economy experienced sustained real growth propelled by Brazil’s young, burgeoning middle class and decades of monetary, fiscal and regulatory policy reforms. Nonetheless, years of ineffective economic policies during the administration of Dilma Rousseff (2011-2016) harmed Brazil’s economic performance. The government tried to stimulate the economy and ineffectively intervened in many areas, which derailed temporarily the economic expansion that was seen during the previous years. These unsuccessful economic policies resulted in economic stagnation and an acceleration of inflation to above target levels, which led to increased real rates, an increase of subsidized credit in the economy by state institutions, and manipulation of market prices through the introduction of regulated prices, such as gasoline and energy prices. As a result, Brazil faced one of the most significant recessions in 100 years, with real GDP falling more than 7.5% in the 2014-16 period and nominal interest rates increasing to multi-year highs of 14.25% at its peak.

However, since 2018, Brazil has entered a more market friendly economic environment supported by structural changes in regulation. As a result, Brazil began to experience economic stabilization and showed some early signs that an economic recovery was underway. According to data published by the Central Bank, real GDP expanded 1.1% during each of 2017, 2018 and 2019, following a period of two years of economic contraction. Going forward, we believe the path continues to be for constructive macroeconomic environment, supported by stabilization in the level of inflation, a decline in real interest rates and a recovery in consumer and business confidence indicators, which are important to improve the planning horizon of families and companies and increase the medium-term outlook for economic growth.

In order to support economic growth, the current government in Brazil has enacted more market-friendly policies with the assistance of highly regarded economic team. The current Ministry of Economy encompasses

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the previous Ministries of Finance, Planning, Trade & Industry, Labor and Social Security. This structural change demonstrates the increased importance of the economic team to government policy. The government has implemented various measures to improve governance, competitiveness, and productivity, which are improving long-term growth prospects. The current government has proven effective and managed to approve many important macro and micro reforms in a short period of time, which has helped lower the fiscal premium as measured by rates for Brazil’s 5-year credit default swap, which dropped from 495 basis points in December 2015 to 99 basis points in December 2019, before the COVID-19 pandemic impacted the global economy. These reforms include the public spending ceiling, reform of the long-term interest rate used for loans granted by Banco Nacional de Desenvolvimento Econômico e Social, or BNDES (new TLP rate), the labor reform and fiscal reform. Beyond short-term changes in economic policy, we believe that Brazil is going through a pivotal economic transformation that will yield sustained higher growth in the future due to the approved ceiling on government expenditures and social security reform, in addition to further expected administrative reforms.

The significant improvement in the outlook for inflation also allowed the Central Bank to implement a meaningful easing cycle. From a peak of 14.25% for the SELIC rate reached between the second half of 2015 and the third quarter of 2016, COPOM cut this benchmark reference rate to 2.00% on August 5, 2020. Additionally, it is expected that interest rates should stay at this low level for an extended period in order to provide further economic stimulus to combat the impacts from the COVID-19 pandemic. Contrary to previous easing cycles in Brazil, Market Surveys (Focus) show that inflation is expected to remain below or at the center of the inflation target band for the next three years. This will likely translate into lower interest rates for longer durations of the yield curve after the exceptional government expenditures due to the COVID-19 are brought to an end.

The decrease in interest rates also caused the real to devalue versus the U.S. dollar, following a traditional overshooting of the exchange rate. This is another important element to sustain future growth, providing support for Brazilian exports. This devaluation movement was fueled by two main flows: foreign investors in the Brazilian fixed income market reduced their exposure, and Brazilian corporates chose to pay their offshore debt and issue new bonds in the Brazilian local market. We believe the current historically low levels of interest rates and the devalued exchange rate provide a good entry point for investors seeking to benefit from the expected growth in the years ahead.

We currently expect Brazil to emerge from the 2020 recession in the short term and also expect that Brazil will enter a more positive macroeconomic environment for the first time in several years. We believe the combination of economic growth and expected prolonged periods of sustained low interest rates will create increasingly favorable tailwinds for the asset management industry. For example, despite the economic contraction experienced by Brazil in recent years, AUM in the Brazilian asset management industry grew significantly, at a rate of 14.1% per annum, equivalent to 2.0x the rate of expansion of nominal GDP during the period from 2010 to 2019. Furthermore, we believe the decrease in real interest rates should become one of the most important drivers of continued net inflows and AUM growth. For instance, for the period from 2017 until December 2019, AUM in the Brazilian asset management industry increased by 31.7%, equivalent to 3.1x the rate of expansion of nominal GDP during the same period. We believe that in a low interest rate environment, with current reference rates at 2.00% as of September 2020, such AUM growth should continue to accelerate as investors increase their search for more attractive investment opportunities and yield.

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Such level of growth resulted in an increase in AUM penetration, as measured as a percentage of nominal GDP. As of 2010, total AUM in Brazil represented 43% of nominal GDP, while in 2019 it increased to 75.6%. Nonetheless, despite such increase, Brazilian AUM penetration remains low as compared to more developed markets such as the United States, the United Kingdom, Japan, and Australia.

The Brazilian asset management sector is composed of different types of investors, including institutional, retail and other investors. Institutional investors comprise pension funds of public and state-owned companies, social security regimes, closed and opened-ended complementary pension plans, insurance and savings companies, large corporates and middle market companies; retail investors are composed mainly of private banking clients, HNWIs and traditional retail investors; while other investors include government accounts, non-residents, and investment funds, among other categories. For the period from 2015 to 2019, institutional, retail and other AUM have increased by a CAGR of 16.6%, 15.7% and 15.1%, respectively.

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Key Market Challenges

The Brazilian asset management industry has been highly inefficient for decades due to high interest rates, limiting incentives for product development by incumbents, and high concentration of investments in the banking sector, which still represents the majority of institutional and retail investments in the country. We believe this has created several important market challenges that create opportunities for disruption.

Highly Concentrated Market—In Brazil, the financial services market continues to be controlled by a few traditional financial institutions. According to Oliver Wyman’s 2019 Report, five banks, Itaú Unibanco, Bradesco, Banco do Brasil, Caixa Econômica Federal and Santander, collectively accounted for 93% of the R$8.6 trillion in client savings (including mainly bank deposits, pensions and assets under management). According to the latest information from the Central Bank, these same five banks collectively accounted for: (1) 78% of the R$3.1 trillion in all deposits; (2) 78% of the R$3.3 trillion in all loans; (3) 98% of the R$649 billion in mortgages; (4) 74% of the R$262 billion in credit card outstanding balances; (5) 66% of the R$2.9 trillion in institutional asset management funds; (6) 79% of the R$2.1 trillion in personal loans; and (7) 77% of the R$1.7 trillion in corporate credit balances. We believe this concentration has created market inefficiencies that provide significant opportunities for disruption, disintermediation, and new business models.

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Bureaucratic, Asset-Heavy Infrastructures—The legacy models of the traditional banks are based on asset-heavy infrastructures such as large networks of physical bank branches, large bureaucratic organizations with hundreds of thousands of personnel and processes, and older, segregated technology platforms. We believe these cumbersome infrastructures encourage the traditional banks to focus more on (1) managing the internal burdens of their operations; (2) favoring the distribution of their in-house products over alternatives from third-party providers; and (3) preserving the status quo.

Narrow Selection of Financial Products—Given the historically high interest rates that prevailed in the Brazilian economy in recent decades, incumbent bank-owned asset managers in Brazil had little incentive to develop value-added products for their customers. As a result, traditional financial institutions in Brazil have historically provided their customers with more limited access to financial products than typically found in larger and more developed markets, such as the United States and Europe. These banks typically have closed-loop investment platforms which significantly restricts the assortment of investment products made available to their customers to those that were created in-house by each bank or have significant embedded costs to drive promotion. For instance, according to ANBIMA, the top five incumbent asset managers in Brazil (each of them subsidiaries of the top 5 largest banks) have an asset allocation in the aggregate consisting of 57% in fixed income, 4% in equities and 10% in multi-market funds, as compared to the rest of the market (excluding such top five bank-owned asset managers) of 15% in fixed income, 14% in equities and 38% in multi-market funds, as of September 2020.

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Promotion of Inefficient Financial Products—In Brazil the traditional banks continue to promote inefficient financial products, such as self-issued time deposits, or CDBs, and savings accounts called poupança, which provide a large number of the mass population of investors with very low returns and punitive redemption options, often at an attractive margin to the bank. Poupança or other cash accounts account for 20% of all investment assets in Brazil, according to Oliver Wyman’s 2019 Report, despite paying relatively low interest rates, often lower than the base SELIC interest rate in Brazil, and occasionally even lower than the inflation rate. We believe the continued promotion of these products is not in the best interests of investors, but they continue to generate high fees and spreads for incumbent banks.

High-Costs and Spreads—We believe overall fees and spreads for financial products in Brazil are too high and are driven by (1) the closed platforms of incumbent banks, which often limit their customer’s selection of financial products to those created and controlled by each bank; (2) the promotion of inefficient financial products that return very low yields, such as Poupança; and (3) the high, asset-heavy infrastructure costs of the incumbent banks.

Poor Customer Service—Market surveys show that incumbent banks and other service providers generally offer poor customer service in Brazil, given the lack of competition and alternatives available to their clients. We believe these factors drive the prioritization of near-term results over long-term client relationships and discourage the banks from (1) focusing on their client’s day-to-day needs; (2) serving the entire customer experience; and (3) looking for new ways to add value.

Key Market Trends

Increasing Demand for Financial Products—As institutional, HNWI and individual investors migrate away from low yielding fixed income products provided by the traditional banks, and yields on other bank products remain stagnant, we believe the market will see a steady increase in the demand for alternative financial products. In our opinion, there will also continue to be increasing interest from institutional investors, HNWI and mass-affluent retail clients for more diversified asset classes, especially alternative investments and private asset strategies. We believe this is a long-term trend as the Brazilian market expands to close the product selection gap with other large markets, such as the United States and Europe. The below chart summarizes the growth in industry AUM by type of asset class in Brazil between 2015 and 2019, in which private asset classes and equities have demonstrated superior performance, as compared to fixed income products. Nonetheless, fixed income strategies continue to represent 39% of the total industry AUM as of September 2020.

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These growth trends in high value-added asset classes have accelerated in recent years due to the low interest rate environment. For instance, according to data published by ANBIMA, net fund flows for equities and multi-strategy funds during 2018 until September 2020 increased by R$185 billion and R$208 billion, respectively, while fixed income strategies experienced outflows of R$52 billion.

Disintermediation of Incumbent Banks—Greater access to information and technology are making Brazilian institutional and private investors increasingly aware of investment options and inclined to look for alternatives outside the traditional retail banks for investment products and services. For instance, institutional AUM, including private and public pension funds, social security regimes, insurance and savings companies and corporates accounted for R$2.9 trillion in AUM as of September 2020, of which 66% is invested in the top five incumbent asset managers, according to data published by ANBIMA. Similarly, HNWI, composed of private banking clients and high-income individuals, accounted for R$1.3 billion in AUM as of September 2020, of which 44% is invested in the top five incumbent asset managers. As institutional investors, especially pension funds that require a minimum rate of returns to cover their retirement and actuarial liabilities, and HNWI search for higher yields in the current low interest rate environment, we believe there will be a diversification of AUM allocation towards asset managers with better service and greater expertise in a broader array of asset classes, including private equity and alternative strategies.

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Increasing Demand for Financial Education and Information—As interest rates and yields on traditional savings product have decreased, we believe there are a growing number of investors interested in learning (1) the basics of financial freedom and empowerment; (2) how to access the financial markets more effectively; and (3) more sophisticated financial management strategies. We have seen the number of financial education students increase significantly and believe the demand for financial media content has grown materially in the last few years across several channels. With greater access to information, we believe that local institutional investors, HNWI and mass-affluent customers will accelerate the ongoing shifts in asset allocation towards strategies providing differentiated risk-return profiles.

Favorable and Highly-Aligned Regulatory Initiatives—The Central Bank is actively promoting “financial democratization” policies that seek to provide easier access to financial markets, long-term low interest rates and better financial services. The Central Bank has implemented an active regulatory agenda, called BC# which is focused on addressing structural issues of the Sistema Financeiro Nacional, or the National Financial System by fostering technological innovation. The Central Bank has set forth four dimensions for its agenda, including:

• Inclusion—which it defines as an effort “to ensure non-discriminatory access to the market for all those wishing to participate: small and large businesses entrepreneurs, investors and borrowers, both domestic and foreign.” Initiatives in this dimension involve (1) fostering the expansion of credit cooperatives; (2) simplifying and modernizing foreign exchange and international trade regulation (convertibility of the real); (3) developing the local capital markets; and (4) expanding access to microcredit;

• Competitiveness—which it defines as measures “to promote adequate pricing through fostering competitive access to financial markets.” Initiatives in this dimension involve (1) innovation and preparing the financial system for a technological and inclusive future (e.g. instant payments, open banking, and cybersecurity risk management); (2) improving the management of international reserves; and (3) increasing market efficiency (e.g. market infrastructure and reserve requirements).

• Transparency—which it defines as measures “to improve the market and the availability and quality of information from the Central Bank, and strengthen the transparency of information regarding financial

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markets – such as financial services and credit earmarking rules.” Initiatives in this dimension involve (1) improving conditions for rural and mortgage loans; (2) strengthening the Central Bank’s relationship with the Brazilian Congress and foreign investors; and (3) enhancing transparency and communication of Central Bank actions, including monetary policy decisions.

• Education—which it defines as initiatives “to promote financial awareness by the public—and, ultimately, participation in the financial markets—as well as to strengthen saving habits.” Initiatives in this dimension involve providing scalable financial education solutions to school students, indebted individuals and low-income citizens.

Addressable Market Opportunities

We believe that we will benefit from these key market trends and the favorable macroeconomic environment in Brazil, and that these trends and this market environment have positioned us to continue to penetrate, grow and expand our large addressable market opportunity in the country, which is expected to reach nearly R$13.8 trillion in assets under custody, or AUC, (including deposits, pension funds and assets under management) by the end of 2024, according to Oliver Wyman’s 2019 Report. We believe that AUC as reported by Oliver Wyman’s 2019 Report is a useful indicator of the total market opportunity of potential AUM for Vinci Partners. Given our leadership, scale, brand, and competitive advantages, we believe we will benefit from and continue to be a catalyst for:

Continued Growth of the AUC Addressable Market—According to Oliver Wyman’s 2019 Report, the total addressable market of AUC in Brazil was R$7.9 trillion in 2018, an increase of 105% since 2011, representing a CAGR of 11% that approximate rate of growth is expected to continue at least up to 2024, as shown in the following graph

Continued Shift of AUM from Banks to Independent Investment Firms—According to Oliver Wyman’s 2019 Report, banks in Brazil currently control approximately 93% of retail investment AUC and independent investment firms control approximately 7%. The same report estimates that the market share of investment AUC for independent investment firms will grow from 7% in 2018 to 25% in 2024. We believe this is a long-term trend that is still in the early stages. A similar shift away from banks has been observed in other markets across the globe, including the United States, where independent investment firms controlled 87% of mutual funds

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distributions in 2017, also according to Oliver Wyman’s 2019 Report, as shown in the following graphs, which shows estimated evolution for Brazil in future years, and international benchmarks for 2018.

Similarly, such shift has already been evident within the asset management sector. According to data published by ANBIMA, accumulated net inflows from the top five incumbent asset managers in Brazil during the last twelve months ended September 2020 totaled R$10 billion, as compared to net inflows of R$190 billion for the rest of the market (excluding the top five bank-owned asset managers).

Shift from Fixed Income to More Effective Products—Within the growth of AUM, we believe there is a long-term trend toward shifting the investment mix from lower yielding fixed income products to higher potential yielding products such as equities and alternative asset classes. Fixed income strategies continue to represent the largest asset class, accounting for R$2.2 trillion or 39% of total AUM as of September 2020 according to data published by ANBIMA, while equities accounted for R$471 billion or 8% of total AUM, credit right funds, or FIDCs, accounted for R$190 billion or 3% of total AUM and REITs accounted for R$146 billion or 3% of total AUM. These products have higher margins for investment managers, positively impacting our profitability. In addition, these products tend to require more sophisticated advisory services given their inherently higher risk and complexity, which benefits firms, such as ours, that offer high value-added products

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accompanied by valuable financial planning and investment advisory services with a superior customer experience. This trend is more clearly visible in more developed markets, for example in 2018, fixed income only represented 21% of total AUM in North America, according to a McKinsey & Company report in 2019, while in Brazil fixed income comprised 44% of total AUM. Similarly, equities represented 48% of North America AUM in 2018, according to the same report, while in Brazil equities represented only 7% of AUM.

Increasing Investment Pipeline and Reinvestment Requirements—The Brazilian economy had been impacted in the past by the economic and political crisis experienced during the Dilma Rousseff administration. Nonetheless, under a renewed growth and political outlook, we expect a significant surge in the investment pipeline to return to the market in coming years, especially in infrastructure. The following chart suggests that despite the COVID-19 pandemic, capital markets are thriving in Brazil, according to Bloomberg data. This chart also suggests that growth in the capitals market might be non-linear, as we saw during the growth period across 2006 and 2007. Currently, we expect both state-owned banks and traditional conglomerates to be more constrained to deploy capital due to balance sheet restrictions; thereby creating additional demand for capital to be covered by the broader private markets and less traditional sources of capital.

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Market Drivers for Growth Strategies

In addition to the strong growth drivers for the overall asset management industry, there are a number of specific drivers that support further growth of investable capital for each of our core strategies.

Our Liquid Strategies—Equities, Hedge Funds and Investment Products and Solutions

We believe that the current economic and market environment present a unique moment of significant transformation in the asset management industry in Brazil. Key transformational drivers include:

• Interest rates at low levels for a long period—this change, which we believe is structural, causes individuals and institutional investors to significantly re-evaluate the way they made their investment decisions. Historically, it was very common for individuals to have a large part of their investments linked to the CDI (either through DI funds or exempt bonds linked to the CDI). In the current low-interest-rate scenario this means a loss of purchasing power over time. Institutional investors, who are committed to certain profitability targets, will have to review their plans and move towards a higher risk, but more diversified portfolio, investing in various asset classes in Brazil and/or offshore.

• Access to products—With the expansion of the use of smartphone apps and the creation of investment platforms, individual investors now have the possibility to access more sophisticated products that until recently were only offered to the most exclusive customers of the wealth management units of financial institutions or who were linked to MFOs. For managers, this means the possibility of accessing a much larger base of customers and resources.

• Financial education—the above two factors will lead investors to a higher level of financial education and therefore sophistication. This process will lead investors to look for managers who have more experience in different classes of assets (who have a wider array of products to offer) and who are able to solve their problems in a customized way.

Private Equity

We believe that our private equity strategies have consistently delivered returns superior to public market benchmarks. These returns have led to strong growth in allocations to the private equity asset class, driven by the search for yield. In Brazil, international institutional investors and HNWI have been the main source of capital for private equity funds, with limited participation by local institutional investors. We believe that in the context of low interest rates and need to actively search for more sophisticated strategies to generate more attractive real returns, local institutional investors, especially pension funds with growing actuarial liabilities, will become a relevant growth driver for new fundraising in private equity.

The third vintage of our flagship fund Vinci Capital Partners III, closed in April 2019, has been able to attract increased interest from Brazilian institutional investors and HNWI. We are also in the process of raising our next fund, Vinci Impact and Return IV (VIR IV), which already had its first closing on October 29, 2020 and has raised R$265.8 million in Brazil through the date of this prospectus, and has obtained US$11.8 million (equivalent to R$66.6 million based on the commercial selling rate for U.S. dollars of R$5.6407 to US$1.00 as of September 30, 2020) of approved commitments from development finance institutions, or DFI. In total, Vinci is seeking to raise up to R$1.0 billion for the VIR IV strategy by March 2021, both from institutional investors and HNWI. We believe these two investor groups will play more important roles in future funding rounds. Our objective is to complement the strong international limited partner presence in our funds, with quality, long-term partnerships with local institutional investors. One of the main consequences of the limited amount of capital available for private equity strategies in Brazil is that competition in the strategy is also small. Brazil is a top-10 world economy with a population of more than 200 million people and continental size. The limited availability of capital is concentrated in a few institutional managers, leading us with the opportunity to source extremely interesting investments for our funds. We believe this contributes positively to the strong track record posted by our strategy since inception, and we expect the markets to continue to remain favorable for new investment opportunities in the foreseeable future.

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Real Estate

Real estate is exceptionally positioned to capture the shift from fixed income investments to alternative asset classes, especially for pension funds and individuals, because it is a comfortable initial movement towards increased risk taking. REITs offer monthly dividends, which provide foreseeable income similar to that of fixed income securities and are perceived by investors as an attractive first step into alternatives strategies. In Brazil, we believe the real estate investment market will benefit from structural growth in coming years, as investors increase allocation under a more favorable economic backdrop and low yield curve. Retail investors have been the first to increase their allocations to this strategy in recent years, accounting for approximately 91.7% of our real estate AUM as of September 30, 2020. We expect however, a substantial increase in institutional money allocation once real estate funds raised continue to grow and will be able to offer greater liquidity profiles. Once that liquidity inflection point is reached, we expect a surge in inflows from institutional investors which would provide further tailwinds for AUM growth.

The interest for real estate investments has been growing consistently in recent years, but REITs have grown exponentially in the last two years. Currently there are 493 REITs registered with the CVM out of which, 275 are publicly traded on the B3. The total net asset value of all REITs in Brazil is currently above R$113 billion and the total market cap of the listed REITs was above R$108 billion as of August 2020, an increase of 60% compared to the same period in 2019, based on data available from the B3 and CVM. The number of investors has grown more than 9-fold in only two years. Likewise, the liquidity in this market has also improved significantly with the average daily trading volume increasing from R$45 million in 2018 to R$212 million as of August 2020, according to data published by B3 and the CVM.

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Infrastructure

The market for private infrastructure benefits from a number of strong underlying structural growth trends, with a high requirement for future infrastructure spending coupled with stretched balance sheets, both at the federal and state government levels, but also from the traditional conglomerates which have historically been the main sponsors of infrastructure projects in Brazil. Some of these conglomerates have been involved in corruption scandals during recent years, opening a significant gap for private investments in the sector and alternative sources of capital to cover demand for expansion in infrastructure. We believe there is also a significant opportunity to improve existing infrastructure assets and there are high levels of disposals of assets by both governments and corporates, providing a large universe of potential targets for infrastructure asset managers. This asset class also offers high levels of stability, with returns generally less correlated to overall economic growth given the essential service being provided to society, offering investors attractive downside protection, with revenues linked and adjusted yearly by local inflation, and long-term visibility of cash flows and returns.

Brazil is underinvested in infrastructure, leading to relevant and recurrent investment demand. The current Brazilian administration has an extensive agenda for privatization. The dependence on the private sector will further increase given the lack of investment capacity of the Brazilian federal government, States and State-Owned Companies. We believe that the fiscal discipline imposed by the government will continue to restrain its capacity to invest in infrastructure, relying even more on the private sector to perform such investments.

We believe that the fundamental changes in the infrastructure sector in Brazil are creating attractive investment opportunities. The sector was historically dominated by local construction conglomerates and state-owned enterprises financed by subsidized credit. In recent years, there has been a significant decrease in government participation due to limited investment capacity and a significant expansion of privatization programs, fueling demand for private capital. In addition, due to past corruption scandals, there has been an increased demand for transparent relationships with the public sector, and investors are now more selective when allocating capital to investment opportunities, increasingly seeking experienced and established managers. These changes, in conjunction with significant underinvestment for decades and the government’s effort to attract and facilitate private investments, creates a unique and long-lasting window of opportunity for investments in infrastructure.

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The toll road sector, for instance, is a good example of favorable investment potential. According to information from the Brazilian federal government, Federal and State governments are expected to auction approximately R$145 billion in investments for toll road concessions in the coming years and the expectation is that the private sector, including new entrants to the sector, will increase their participation in these concessions. Moreover, construction conglomerates involved in corruption scandals, who had been the main “sponsors” of infrastructure projects in recent decades in Brazil, are more likely to become net sellers in the space.

In the water and sanitation sector, private participation has historically been minimal (less than 10%) and public service is mainly provided by state-owned enterprises, which typically are very dependent on public sector funding, thus not being able to invest to expand service coverage, and consequently provide a low quality service to the population. The recent approval of a new law for the sector, brings long-awaited changes that aim to give legal and regulatory stability, thus opening the door to attract private capital into the sector with the goal of achieving universalization of the services in the next years. It is expected that more than R$700 billion are needed to be invested in the sector to reach universalization according to information from the Brazilian federal government. As an example, on September 30, 2020, a Brazilian sanitation company controlled by a Canadian investor won a competitive bid to run for 35 years water and sanitation services of Brazilian city of Maceio, capital of the state of Alagoas in the northeast region of Brazil. This auction was the first public-private partnership reached after Brazil approved new rules for water and sanitation sector in July 2020.

The power sector should be able to continue to attract increased levels of private capital, as it has in the last two decades. Over this period, power consumption in the country grew at an average rate of around 3% a year, and the trend to the next ten years is expected to continue. That translates into a generation matrix of around 160 GW of installed capacity, in which renewables (hydro, wind, biomass and solar) are the dominant technologies. Brazil had always been at the forefront of the renewables use, given that the bulk of its generation grid has been in hydro from very early on. In recent years, wind has been increasing its share in the energy grid quite substantially, and more recently solar has experienced tremendous growth in its inclusion into the energy grid. Over the next decade, it is expected that more than 70GW of additional generation capacity will be added into the grid, with the bulk being renewables.

In addition to power generation, the power transmission segment has been very successful in attracting private capital. Over the last two decades, more than 50 auctions were concluded, adding more than 100,000 km in new transmission lines, and attracting more than R$150 billion in new investments. Currently, the Brazilian interconnected grid extends over 180,000 km, and it is expected that the system will continue to demand investments for expansion and reinforcement. The government intends to continue its policy of having one, or two auctions every year going forward.

Credit

Within the credit market, the structural reduction in bank lending due to increased capital requirements, more conservative capital deployment by banks, especially state-owned banks, and stricter regulation post-financial crisis, has led to an increase in institutional capital, which now plays a more substantial role in credit markets in Brazil, especially for mid-size corporates which have traditionally been underserved by large banks.

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Local debt capital markets, or DCM, have grown more rapidly in recent years, according to data by ANBIMA, although the volume of issuances remains relatively small and the leading market participants have high underwriting standards that limit the access of mid-size corporates.

Additionally, the Brazilian National Economic and Social Development Bank (BNDES) has reduced the amount of new loans it is granting to corporate borrowers, creating more room for capital market financing alternatives such as infrastructure debentures under Brazilian Law No. 12,431/2011.

According to the Central Bank, 63% of total corporate credit was granted to large corporates, as of 2019. Loans to mid-sized corporates declined during the economic recession of 2015 and 2016, reaching its lowest

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levels since 2012. As smaller companies are more closely impacted by economic cycles, concentration in large corporates increased further during such period.

Credit is a large and scalable asset-class in Brazil, amounting to R$6.3 trillion in loan inventory to households and non-financial institutions at the end of July 2020, according to the Central Bank. We believe Brazilian credit markets offer attractive investment opportunities in view of the changing landscape and the current macroeconomic scenario of record-low base interest rates This environment has propelled financial disintermediation as non-traditional players such as asset managers and fintechs are offering credit products and solutions to corporate borrowers and consumers, coupled with an increase in investor demand for alternative investments with superior returns while coping with lower liquidity and higher risk tolerance. In this context, we believe a broader credit investment strategy, including structured credit transactions and direct lending, captures more value.

Furthermore, we believe the government’s liberal agenda with gradual reduction of subsidies by state-owned banks and agencies, will bring greater demand for private investments. Regulatory advances such as the BC# Agenda currently underway, including positive credit bureaus and open banking, are expected to reduce barriers and create opportunities for new entrants outside the banking sector and foster new solutions via debt capital markets. Credit securities issuance should continue to expand in this context, given that it is relatively small in terms of share of GDP compared to levels seen in more developed markets, according to the CVM and also compared to the inventory of bank loans.

Brazilian companies have also been required to adapt their business as a result of the COVID-19 pandemic, incorporating technological solutions and increasing efficiency and performance. However, these companies still face significant credit constraints and lack of long-term funding, amidst a large banking-industry concentration after years of banking sector consolidation. Despite the significant direct and indirect support through fiscal packages, many companies remain under-served in terms of long-term financing solutions. During the tenures of former presidents Lula and Dilma, the main state-owned banks significantly expanded their balance sheets, however this dynamic has been reversed in the previous administrations in view of fiscal constraints. Generally, lending activity at subsidized rates has been curbed, and even though overall the banking sector is healthier than in 2008-2009, stricter regulation and tighter underwriting standards continue to pose restrictions on banks’ lending activity.

We believe this creates a sizable window of opportunity for structured credit and direct lending products for companies that are underserved by the banking industry in Brazil. Simultaneously, in search of alpha amidst lower interest rates on traditional fixed-income securities, we believe investors will need to diversify their

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portfolio allocation and expand into more complex and sophisticated products to increase returns in their portfolios.

In this context, we also see an interesting window to launch new credit products, such as evergreen listed funds and REITs through local capital markets IPOs, mainly in the infrastructure and real estate sectors.

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BUSINESS

Our vision is to be the preeminent alternative investment platform in Brazil. We approach capital management based on ethics and experience, targeting superior long-term financial results where our partners are clients and our clients are partners.

Introduction to Vinci Partners

Vinci Partners is a leading alternative investment platform in Brazil, established in 2009. Our 205 full time employees as of September 30, 2020 draw from a wide-ranging network of personal and professional relationships with industry-leading executives, business owners, corporate managers, financial and operational advisors, consultants and attorneys to source, fund, and manage investments. Vinci Partners’ business segments (which we also refer to alternatively as our strategies) include private equity, public equities, real estate, credit, infrastructure, hedge funds, and investment products and solutions, each managed by dedicated investment teams with an independent investment committee and decision-making process. We also have a financial advisory business, focusing mostly on pre-IPO and M&A advisory services for Brazilian middle-market companies (those with annual gross revenue between R$100 million and R$600 million).

Since inception, our AUM has grown twenty-three-fold, from R$1.9 billion in 2009 to R$46.1 billion as of September 30, 2020, reflecting a CAGR of 34.5%, while increasing 47.4% from 2018 to September 30, 2020 on a last twelve month basis. Our strong AUM growth has been driven by consistent, strong performance, prudent launches of new investment vehicles, and selective strategic transactions, such as our association with Gas Investimentos in 2010 and with Mosaico Capital in 2017.

From December 2018 to September 30, 2020, our AUM increased by approximately R$22.5 billion or 95.1%. The significant decline in the SELIC rate, which is the Brazilian reference interest rate, has initiated what we believe is a structural migration of capital flows to alternative asset classes. We expect our AUM growth trends to remain strong, due to a combination of the expected persistently low SELIC rate, our enhanced product offering across strategies, the strong historical returns from our funds and the consolidation of our relationships with current and new clients.

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We have a long-standing track-record of raising long-term committed capital (with a lock-up period exceeding five years) and managing diversified strategies across economic cycles, demonstrating the resiliency of our business. During the period 2011-2015, in which nominal interest rates in Brazil varied between 7.25% and 14.25%, within our private market strategies we raised R$4.2 billion of long-term capital with an average lock-up above 8 years, of which 51.6% and 24.3% was raised by our private equity and infrastructure strategies, respectively. To reinforce the commitment of our general partners, proprietary capital (which also comprises capital from partners and employees of Vinci Partners at the time of the relevant capital raising) accounted for 22.2% of the total amount of long-term capital raised.

During the period from 2016 through September 30, 2020, in which nominal interest rates declined from 14.25% to 2.0%, we raised R$9.7 billion of long-term capital with an average lock-up exceeding 9 years. Such increase was driven by growth in our real estate funds, which are perpetual in nature and accounted for 36.1% of total raised AUM, while private equity, credit and infrastructure accounted for 43.8%, 12.1% and 8.0%, respectively. Additionally, supported by our established track-record, we leveraged our proprietary commitments further, which accounted for 12.0% of total long-term capital raised during the period, demonstrating increased institutional and retail demand for our strategies. Since 2018, 100% of our long-term capital raised in completed capital raisings was sourced entirely from third-parties, which further enhances our returns and capital deployment strategy. In future years we expect proprietary capital (which may also comprises capital from partners and employees of Vinci Partners) will continue to support our growth strategy, albeit at lower levels than observed in the past given recent trends of larger third-party capital raises.

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Currently, our AUM is weighted toward long-term capital, with 47.9% committed for five years or more. Our platform offers a wide range of products across different strategies and we are supported by a diverse, world-class set of investors with approximately 29.0% of AUM from offshore clients and the remainder from a mix of local institutional and retail clients, as of September 30, 2020.

Our Founding and Evolution

The team behind Vinci Partners traces its origins to the early 2000’s, when a group of our current partners began investing in the alternative asset space through our first private equity fund or Fund I. In 2004, that group began building an independent principal investment group dedicated to alternative investment strategies for Banco Pactual, one of the leading investment banks in Brazil at the time. In 2006, UBS purchased Banco Pactual and several investment professionals established an independent alternatives business unit within UBS, called UBS Pactual Gestora de Investimentos Alternativos Ltda. or ALIN. In 2009, following UBS’ divestiture of Banco Pactual, Mr. Sayão together with Mr. Horta and a large majority of the other investment professionals from ALIN founded Vinci Partners.

Since 2009, we have continuously invested in our internal governance and management model, investment processes, operations, human resources and culture, technology and investor relations to support prudent

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expansion into additional investment strategies, transforming Vinci Partners into a multi-product manager. Today, we are able to provide our clients with a diverse suite of customized solutions across public and private markets asset classes.

Based on the data sources cited below, we believe:

• Vinci Partners is a leading asset manager in Brazil—Vinci Partners is a leading independent asset manager in Brazil in terms of AUM, and is ranked among the 25 largest asset managers in Brazil (including independent players and non-independent players) among over 680 asset managers, based on data published by ANBIMA as of October 2020, and we believe we have leading franchises in private equity, real estate and public equities.

• Vinci Partners maintains a robust pipeline of young talent—Our recruitment and selection process ensures that we attract and retain top talent. We screened over 3,000 potential candidates in 2019 to fill over 30 positions, representing approximately 90 applicants per vacancy in 2019. This competitive process ensures that Vinci Partners is attracting the next generation of leaders.

• Vinci Partners is one of the most visible investment brands in Brazil —Vinci Partners is ranked #1 in media appearances, based on media space (according to data prepared by Danthi Comunicações using information from Topclip), ahead of Advent, Carlyle, Gavea, Brasil Plural, Blackstone, and others. Additionally, we reach a broad audience of over 6 million individuals through LinkedIn, actively engaging with over 185,000 individuals.

• Vinci Partners is known for our commitment to social impact—We are dedicated to strengthening social initiatives and promoting responsible investment in Brazil. Since Vinci Partners’ founding, we have continuously improved our environmental, social and governance, or ESG approach, evolving from respecting general guidelines to infusing positive ESG impact into our products. As a result, we are one of the few investment managers in Brazil to be a signatory to the Principles for Responsible Investment, or PRI, and have one of the highest ratings of investment managers in Brazil according to PRI Transparency Reports. Furthermore, we have also endorsed the Women’s Empowerment Principles, or WEPs, which are a set of principles offering guidance to businesses on how to promote gender equality and women’s empowerment in the workplace, marketplace and community as part of the United Nations Sustainable Development Goals. By endorsing the WEPs, Vinci Partners signals its high-level commitment to promoting gender equality and working collaboratively in a multi-stakeholder environment to foster business practices that empower women. We are one of the only alternative asset managers in Brazil with an active private markets impact dedicated strategy, through our VIR (Vinci Impact and Return) platform within our Private Equity segment. In addition, Vinci Partners’ headquarters in Rio de Janeiro is self-sufficient from an energy standpoint, through a build-to-suit solar power plant.

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The following chart summarizes key milestones in our operational history:

Competitive Strengths

We have established a premier independent franchise with market leadership across each of our high value-added strategies. We believe that our business model, focused on high-performance and executed by talented multi-disciplinary teams with a focus on value creation, has enabled us to build one of the most complete portfolios of alternative investment strategies and solutions, which combined with adoption of innovative technologies and increasing integration across our business segments, strongly position us to capitalize on the future expansion and shifts in asset allocation in the Brazilian investment market.

We are a leading independent alternative asset manager in Brazil, with a strong track record of growth and market leadership across our several strategies

Since our inception, we have worked tirelessly to become a leading independent investment platform in Brazil, in terms of AUM and product offering, that is well positioned to benefit from long-term trends in the Brazilian asset management industry. Starting with only proprietary capital from our partners, we have been able to grow our AUM base at a CAGR of 34.5% since our founding by expanding our product offering within liquid and illiquid strategies. Additionally, from 2018 through September 30, 2020, we have expanded our AUM by 95.1%. This growth was fueled by the launch of three real estate funds, one credit fund, one infrastructure fund, and one multi-strategy fund within investment products and solutions, in addition to capital calls from illiquid funds and significant growth in net client inflows, accelerated by the decline in the SELIC rate, which is the

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Brazilian reference interest rate, and an increase in the search for alpha by institutional and HNWI clients in the country.

Vinci Partners is a leading independent asset manager in Brazil in terms of AUM, and is ranked among the 25 largest asset managers in Brazil (including independent players and non-independent players) among over 680 asset managers, based on data published by ANBIMA as of October 2020, and we believe we have leading franchises in private equity, real estate and public equities. We believe we have been able to achieve strong and sustained growth largely due to our solid reputation and credibility from a history of partnerships with companies, financial institutions and entrepreneurs. Across our main strategies we have built premier franchises with unique differentiating strategies to offer to our investors. Showcasing our market recognition, during 2020 and 2019, we have been the recipient of numerous awards, including ranking in first place in the XP Operational Ranking among over 120 funds (May 2019 and June 2019) and receiving an “Excellent” rating by Revista Investidor Institucional (August 2020) for several of our funds, including our credit fund focused on real estate loans Vinci FI Renda Fixa Imobiliário—CP, our multi-strategy funds Vinci Atlas FIC FIM and Vinci Valorem FIM, our equities funds Vinci GAS Dividendos FIA, Vinci Mosaico FIA and Vinci Selection Equities FIA, our open-ended pension fund FIC FIA Caixa Valor RPPS and ranking in second place in the category “Best funds in three years—Real Estate” by InfoMoney-Ibmec (January 2020) for our real estate fund Vinci Shopping Centers FII.

We consider ourselves as pioneers in Brazilian private equity and, as among the largest players, we believe we are the only purely Brazilian private equity firm that has always been independent, with the only fully Brazilian team whose members have begun and developed their investment careers inside the country. Since 2004 and through September 30 2020, members of the Vinci Partners private equity team have invested R$4.0 billion across 22 investments in Brazil. Given Vinci Partners’ history and presence in Brazil as one of the longest-tenured local private equity firms, we believe we have a distinct competitive advantage against both local and global players. Our infrastructure investment team has extensive experience with infrastructure funds, having participated in investments of over R$2.6 billion since the early 2000s. Our team also has experience in complex investments, having formed deep relationships, and developed a flexible investment approach and sector knowledge. The Vinci Infrastructure team, through its historical infrastructure debt sub-strategy (FIDC—Vinci Crédito e Desenvolvimento I) has deployed capital in the energy, water and sanitation, and logistics and

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transportation sectors. Additionally, the infrastructure team is able to leverage the broader Vinci Partners platform, particularly the firm’s other senior partners, for market insight and industry expertise. In private credit, Vinci Partners considers itself a pioneer as an independent player in Brazilian private credit funds and long-term direct lending, recognized by its rigorous due diligence, in-depth fundamental credit research and industry expertise, performing analysis of indentures, credit agreements and collateral packages to identify risks and relative-value opportunities. As an example of our long-standing track-record in private credit with large institutional investors, we are raising our fifth long term fund focused on structured credit and direct lending. Furthermore, due to Vinci Partners’ visibility in the markets, it is constantly contacted by investment banks and sellers to advise on M&A transactions, and by the EPE (a Brazilian research entity), and government and regulatory agencies to discuss existing and new sector measures.

We have an established and recognized track record of achieving returns above benchmarks across our asset classes, putting us in a position of strength to benefit from shifts in asset allocation in Brazil

We believe we offer our clients best-in-class products in terms of investment performance across asset classes. We have been able to establish an impressive track record, achieving returns in the top quartile across all products within both liquid and illiquid strategies. We have developed expertise and credibility across strategies, with our products having a track record of surpassing the respective benchmarks.

We believe that our past success enhances our reputation and market credibility, and will be an asset in sourcing future investment opportunities. The current market environment of sustained lower interest rates in Brazil has accelerated a shift in asset allocation from lower yielding fixed income products into higher risk and return products such as equities, and even more so into higher value-added products such as managed funds, structured products, and alternative investments. Investors are reallocating their portfolios in the search for alpha, and we believe our platform is exceptionally positioned to capture what we believe is a long-term structural trend because of our range of superior high value-add, or HVA, product offering.

For instance, as of September 30, 2020, the VCP strategy from our private equity segment has invested R$4.0 billion across 22 investments. Eleven of these investments have been fully realized, and four partially realized, generating R$7.2 billion in total value, representing a 3.9x multiple over invested capital, or MOIC, and 76.1% gross internal rate of return, or IRR, in reais for the fully and partially realized investments. Our flagship fund VCP, which accounts for 97.8% of total AUM in our private equity segment as of September 2020, has posted strong performances across vintages, having surpassed the IBOVESPA index across the entire investment period. Taking into consideration all vintages through September 30 2020, VCP has outperformed the IBOVESPA index significantly, with a total gross IRR of 62.0% in reais, against 8.3% for the IBOVESPA index. Such performance is evidence of substantial alpha generation being achieved in the period and proves the value creation potential of the platform over time. The strategy has faced a multitude of economic environments and scenarios and has performed extremely well over the time span. Similarly, our private credit funds have yielded consistent performance, surpassing that if its benchmarks across different time spans, while across our infrastructure fund we have also demonstrated a strong track record of achieving differentiated returns. As of September 30, 2020 our FIP Transmissão (Vinci Infra II), which was our first infrastructure fund raised with a focus on making equity investments rather than debt investments, and that accounts for almost 12.0% of total AUM in our infrastructure segment (including debt funds and publicly listed funds), has achieved a 91.1% gross internal rate of return, or IRR in reais, against 9.5% for the IBOVESPA index. We believe the performance of

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these funds as measured against the IBOVESPA index demonstrates Vinci’s ability to obtain favorable results in key funds in comparison to general public stock market performance.

We have a highly profitable business model, supported by one of the most comprehensive platforms in Brazil across diversified and attractive asset classes

We have a team of 205 full time employees as of September 30, 2020, bringing together a wide-ranging network of personal and professional relationships across our multiple stakeholders. We have a diversified

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business model across high value-added asset classes, including private equity, infrastructure, public equities, hedge funds, credit and real estate, in addition to a specialized division providing tailored investment and product solutions to institutional and HNWI clients. Each investment strategy is managed by a separate and dedicated investment team with an independent investment committee and decision-making process. Through our differentiated business model, focused on generation of high-performance ideas and opportunities across business areas, we have developed an ability to invest proprietary capital (which also comprises capital from partners and employees of Vinci Partners at the time of the relevant capital raising) and that of third-parties with solid profitability in a wide variety of liquid and illiquid strategies. For example, new strategies employed by our team in our real estate and hedge fund segments are growing at accelerated rates, increasing AUM by 27.7% and 45.0%, respectively, from January 1, 2020 to September 30, 2020.

We manage a diversified pool of assets under management from a diverse investor base. As of September 30, 2020, private equity represented 21.8% of our total AUM, public equities 26.2%, investment products and solutions 30.6%. Nonetheless, asset classes such as real estate, hedge funds and infrastructure, which represent 8.8%, 4.9% and 3.2%, respectively, have shown trends of accelerated growth, increasing by 152.8%, 84.8% and 14.2% as compared to the beginning of 2019, further diversifying our base of AUM.

In addition, we have a technologically advanced operational platform across our value chain, enabling steady increases in efficiency, productivity, and profitability. Our net profit margin for the nine months ended September 30, 2020 was 49.6% representing a 0.1 percentage point decrease compared to the same period in 2019, and our Adjusted Profit Margin for the nine months ended September 30, 2020 was 38.8%, representing an 3.0 percentage point increase compared to the same period in 2019. Our net profit margin for the year in 2019 was 52.5% representing a 19.6 percentage point increase compared to 2018, and our Adjusted Profit Margin for the year in 2019 was 38.3%, representing an 18.6 percentage point increase compared to 2018. Additionally, our fixed costs (general and administrative expenses, less personnel expenses and profit sharing) per average AUM (considering the average calculated based on the average of the beginning and end of each quarter AUM) decreased by 16.2 basis points from December 31, 2015 to September 30, 2020 (calculated using annualized data for the last twelve months ended September 30, 2020), while our annualized gross revenue from fund management per average AUM increased by 6.7 basis points during the same period.

Our track record of raising long term committed capital base creates a resilient, management fee-centric and asset-light business model

Most of our cash revenues are derived from fund management, which are generated from our AUM. In the nine months ended September 30, 2020 and 2019, and in the year ended December 31, 2019 and 2018, 83.0%, 87.0%, 75.4% and 85.1% of our total net revenue, respectively, consisted of net revenue from fund management, which are recurring in nature and provide highly predictable revenues, being less susceptible to market volatility. In addition, we raised over R$2.2 billion for our second fund within our private equity flagship strategy and were able to deploy over 90% within two years; we then raised R$4.0 billion (including the amount related to potential co-investments) for our third fund within the same strategy and have already deployed over 46.6% of the total capital committed to the fund as of September 30, 2020. In real estate, we have completed 9 capital raises totaling R$2.7 billion for new and existing funds since 2019, and have expanded by 4.1x our AUM in the strategy since the end of 2017. Furthermore, our strong performance by our products and successful fundraising activity have supported growth in AUM and, consequently, growth in revenue from fund management. For instance, our net revenue from fund management increased 16.6% in the nine months ended September 30, 2020 as compared to the same period in 2019 and 52.7% in 2019 as compared to 2018. In addition to revenue from fund management, should the investment performance of our funds be above their respective benchmarks, we may generate additional revenues though performance fees.

In addition, most of our products have long-term capital commitments and over 47.9% of our AUM is either perpetual or locked up for periods of over five years. Structured credit and private equity have formal lock-up policies, while one of our infrastructure funds is quasi-perpetual and our listed real estate funds are perpetual in nature.

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As showcased by the growth in our AUM in recent years, Vinci Partners benefits significantly from low interest rates and other macroeconomic trends that support economic growth in Brazil. Simultaneously, we believe the long-term nature of our capital commitments and fund management centricity of our revenues helped us create a truly resilient business model. For instance, we were able to grow our AUM at an annualized rate of 5.3% from 2014 through 2017, during one of the worst economic recessions in Brazil’s history, an example of the defensive nature of our business. With the reduction in the SELIC rate to 2% on August 5, 2020, we believe we will benefit from a shift in asset allocation in Brazil towards high value added strategies, especially public equities and private asset classes. For instance, as of September 30, 2020 our AUM totaled R$46.1 billion, a 95.1% increase compared to December 31, 2018. In addition, we have remained resilient to fluctuations in economic conditions throughout the course of the COVID-19 pandemic, with total AUM of R$46.1 billion as of September 30, 2020, a 32.9% increase compared to total AUM of R$34.7 billion as of December 31, 2019, and total net revenue from services rendered of R$235.3 million in the nine months ended September 30, 2020, a 22.1% increase from total net revenue from services rendered of R$192.6 million in the nine months ended September 30, 2019. We believe we have a highly profitable business that is resilient during economic downturns and is positioned to grow during economic expansion.

We have a track record in creating long term client relationships across diversified and high quality distribution strategies, reinforcing our ability to benefit from ongoing demand shifts in the Brazilian asset management sector

Over our history of managing assets from third party investors, we have been able to build a sophisticated and high quality base of international limited partners within our private market strategies, working with a diverse range of institutional investors from all over the globe. We have been able to establish highly valuable client relationships, both in Brazil and globally and have built a very diverse client base. For instance, we have over 987 clients (excluding direct shareholders of the listed funds managed by Vinci Partners) distributed across all our strategies and our largest funds client represented 2.6% of gross revenue from services rendered (unaudited), while our ten largest funds clients accounted for 17.2% of our gross revenue from services rendered (unaudited) from January 1, 2020 through September 30, 2020. No single client represented more than 3.0% of our gross revenue from services rendered in 2018, 2019 or for the nine months ended September 30, 2020. Our teams are committed to excellence in our investor relations practices, covering diverse global and local institutional and retail investor bases. As a result, we have developed a unique track-record with our investors over an extended period of time, which we believe positions us in a premier position to take advantage of the ongoing shifts in asset allocation. For instance, over 48.0% of our HNWIs base have had a relationship with Vinci Partners for more than five years. Those long term clients, represent a higher AUM per client; higher revenue per client and investment across more Vinci Partners products. We believe that this indicates that we have been able to develop long term relationships and also deepen our relationships, capturing a higher share of wallet and increasing cross selling. Moreover, as of September 30, 2020 the average AUM invested by our institutional client base totaled R$26.3 billion, representing a growth of 62.1% on an annualized basis since 2018. Such success in client engagement has allowed us to capture additional AUM from existing clients and effectively increase the number of Vinci Partners’ strategies and products in their portfolios, creating a distinct competitive advantage and allowing us to lead our clients’ diversification efforts in high value-added asset classes in the country. For example, during the period from January 2018 through September 30, 2020, 61.0% of the capital raised from investors came from our existing clients.

We believe that certain aspects of our organizational structure create significant competitive advantages that have enabled us to build differentiated business development and marketing capabilities, including fully integrated investment teams to ensure visibility of portfolios. We believe our structure promotes transparency through state-of-the-art reporting processes and systems, which in addition to our deep knowledge of the competitive landscape, enable us to create uniquely integrated teams from product development to limited partner coverage.

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To maximize reach and client service, we organize our commercial efforts through four client divisions and one additional distribution channel, each with its own independent dedicated team of professionals.

• Local Institutional Clients (local corporates and pension funds)—represents 28.1% of our AUM. Covers Brazilian pension funds (public and private), insurance companies, large and mid-size corporations

• Institutional Offshore—represents 29.0% of our AUM. Covers offshore pension funds, endowments, sovereign funds, fund of funds, asset managers, family offices, among others

• Vinci Individual Investors (VII or HNWI)—represents 25.4% of Vinci Partners’ AUM. Covers HNWI, which in our case, are clients that have potential to invest at least R$30 million (or approximately US$5.5 million) with us

• Allocators and Distributors, or A&D (fund of funds and distributors)—represents 8.6% of our AUM. The A&D area caters to the needs of banks (private, mass affluent and retail segments), MFOs and distribution platforms such as XP and BTG Digital, among many others (25 in total, as of September 30, 2020). The area is responsible for the distribution of all Vinci Partners products, both liquid and illiquid (such as private equity)

• Capital Markets (public market vehicles)—represents 9.0% of our AUM. Covers public market vehicles of our listed funds (e.g. REITs and infrastructure funds)

Furthermore, to foster our client connectivity, we have developed a set of client-focused differentiation factors that we believe are highly valued by our different types of investors:

• Proximity—our commercial officers are relationship owners. They are close to the client and know their needs and expectations. Their objective is to truly understand the client’s needs and offer them the best of Vinci Partners that best suit their needs and requirements

• “One Vinci”—We approach the client bringing all of Vinci Partners’ capabilities. This may be through the portfolio and product managers, investment team, research team, or even someone from our operations team. We have a cooperative culture and a flat organization, that makes it easy to put the key people together to the benefit of our clients

• Access to the leadership—Our CEO and Chairman are actively involved in meetings with our key clients, demonstrating our senior leadership’s commitment to delivering the best of Vinci Partners. In addition, our CEO maintains frequent dialogue with key clients across all segments

• Consistency of Performance—We strive to maintain consistently good performance, positioning our products in the top quartile of the industry

• Quality and experience of the team—our team is composed of seasoned professionals, most of whom have been with Vinci Partners since inception. They are close to the clients and can transmit our values and differentiation factors

• ESG—Vinci Partners is one of the pioneers of ESG incorporation in the investment process in Brazil. We have a strong reputation and high ratings from PRI and we have been a signatory to PRI since 2012. This is highly valued by institutional investors, particularly the international investors. ESG is quickly becoming a relevant theme for Brazilian investors and Vinci Partners is well positioned in this regard

• Transparency—transparency is one of the pillars of our culture, and one of the most appraised differentiators of our business. Particularly in the beginning of the COVID-19 pandemic, we stepped forward and were very transparent on the challenges and on all the measures that we were taking to minimize the impact for both our portfolio companies and Vinci Partners. This was highly praised by institutional investors

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• Product Solutions—we are able to develop customized products that suit the client´s requirements. A good example are our credit products, with lock up of 5-10 years that are aimed at Brazilian institutional investors

• Strong brand and reputation—we have a strong reputation for being an ethical company and a partner of choice of clients and entrepreneurs

Typically, HNWI value the quality of the team, proximity to the senior level and access to portfolio managers and investment teams. Offshore clients value our transparency, consistency of the investment strategy, track record, internal controls and ESG principals. A&D value risk management, consistency of performance, transparency and the proximity of the team. Local institutional investors, value the “One Vinci” approach, our reputation, the experience of the team and our creativity in product solutions. In summary, we understand the needs and concerns of the different client segmentations and adapt our offer to them – there is no one-size- fits all.

We have developed a long-standing track record of scaled product innovation, enabling us to successfully fundraise and deploy capital and access new sources of investable assets

Vinci Partners began developing its strategies in the early 2000`s, when a group of its current partners started to invest in the alternative space through the constitution of our first private equity fund (Fund I). In the following years, this group continued to leverage expertise with the addition of several complimentary asset classes, such as hedge fund and public equities, culminating with the foundation of Vinci Partners in 2009. Since then, Vinci Partners has been continuously investing and developing its internal governance and management

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model, investment processes, operations, technology, human resources, culture and investor relations to support and leverage what is now a multi-product platform.

We have built a holistic investment platform supported by our seven strategies: private equity, infrastructure, credit, real estate, hedge funds, public equities, and investment products and solutions. In the last three years, we launched our third flagship growth equity private equity fund (Vinci Capital Partners III), launched our first pure infrastructure fund (FIP Transmissão or Vinci Infra II), and additional funds within our credit and real estate practice.

Within our illiquid strategies, in addition to our successful fundraising for new funds, we have also deployed the capital raised in attractive investment opportunities. Since inception, within our illiquid strategies, we have raised over R$14.0 billion and deployed approximately R$9.6 billion of this amount. Our team, comprised of seasoned and reputable investment professionals, have a proven ability to identify investment opportunities across different asset classes. For instance, our private equity team fundraised its second flagship fund, VCP II, in 2011 and deployed over 70% of committed capital by the second year since its inception, and above 90% by the third year. By 2017, our team raises its successor fund, VCP III, and has deployed close to 46.6% of the committed capital as of September 30, 2020. We expect this continued trend to sustain in future years, providing

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visibility for expansion in our private equity practice. In real estate, we have been successful in rolling out new funds and, more importantly, raising additional capital for our existing fund. For example, since 2019 we have successfully completed nine capital raises for new and existing real estate funds, totaling R$3.5 billion in amounts raised, and expanded by 4.1x our AUM in the strategy since 2017, highlighting the success of our funds and the continued demand for our products from investors. Similar to private equity, we expect these trends to continue in the coming years, as we continue to deploy capital through real estate products.

We have also grown our liquid strategies significantly, especially since the end of the prior economic recession and the start in the decline of interest rates. Since 2018, we have expanded our liquid strategies AUM by 131.4%, more than tripling our AUM in public equities and growing rapidly in hedge funds and investment products and solutions. Our liquid AUM base was resilient to the economic downturn that started in 2014, and benefited sizably from the economic recovery. We expect the low interest rates environment to accelerate growth in our liquid strategies in the years ahead, as investor demand for our high value-added products increases with the diminished returns of fixed income products.

We are one of the pioneers in the adoption of responsible investment and ESG integration in our investment decision process in Brazil

We have been a PRI signatory since 2012, and based on the PRI data portal, in 2014 there were only 10 active investment manager signatories in Brazil. Given that, according to ANBIMA, Brazil has more than 600 active investment managers, this demonstrates that we are a pioneer in responsible investment in the country.

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We have been evolving our ESG approach year over year, with important improvements on a regular basis. For instance, in 2014 we implemented our Responsible Investment Policy for private equity; in 2017 we engaged a specialized consulting company to develop our ESMS (ESG Management System) for private markets; in 2019 we engaged another ESG consulting company to develop our ESG Model for public markets. In both cases, we leveraged international and local best practices to develop our policies and approach, such as IFC Performance Standards, and the principles for responsible investments from PRI, among others. We are one of the only alternative asset managers in Brazil with an active private market dedicated strategy, through our VIR (Vinci Impact and Return) platform within our private equity segment. In addition, Vinci Partners’ headquarters in Rio de Janeiro is self-sufficient from an energy standpoint, through a build-to-suit solar power plant.

Given the different characteristics and ESG risk profile, our approach is distinct for private markets and public markets. However, in both cases, our ESG approach is integrated in our investment process, which means that we incorporate ESG aspects in our investment analysis. In addition, we also apply other ESG approaches in some of the funds. For instance, our private equity funds (VCP II and VCP III) use negative filters and exclusion lists. Our credit fund VES (Vinci Energia Sustentável), is focused on sustainable energy projects (e.g. solar, wind, etc.), and as such, uses an additional filter of sustainability. Furthermore, we have an active private markets impact designated strategy, through our VIR (Vinci Impact and Return) platform within our Private Equity segment.

Our organization and governance towards ESG is very senior, with our chief human resources officer assuming responsibility for ESG in Vinci Partners as a whole, and with the partner that heads of each business being responsible for the implementation of the policies in their respective areas, with the partners responsible for the commercial segments bringing additional requests from our limited partners and clients, enabling us to continuously update our approach. Our organization ensures that the ESG theme spreads across different areas and is not confined to single area. In addition, we conduct annual training sessions with all of our employees and always include it on the agenda of our executive committee meetings.

This combination of factors, has been recognized by our limited partners as a strong model, and by PRI´s transparency reports, published on their data portal, showing equal ratings to or above the global median average for some of our key areas.

Our business is supported by a technologically advanced operational platform and cloud-based capabilities, enabling us to achieve economies of scale throughout our value chain and positioning our financial profile for sustained margin expansion and lower breakeven thresholds for new product launches

We have dedicated significant resources to developing our technologically advanced operational systems. Over time, we have been able to significantly improve our productivity and AUM capacity. For instance, due to investments in technology and operational capabilities, from 2014 to September 30, 2020, we have been able to

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more than double our AUM while keeping the number of employees mostly unchanged. We believe we will be able to continue driving economies of scale as our business segments continue to grow.

Similarly, such investments in technology and operational systems have allowed us to build a highly scalable and increasingly efficient platform. In the period from December 31, 2015 to September 30, 2020 (based on annualized data for the last twelve months ended September 30, 2020), we have been able to reduce non-compensation expenses per average AUM (calculated based on the average AUM at the beginning and end of each quarter) by 16.2 basis points from 0.29% to 0.13%, demonstrating our ability to significantly increase our AUM without incurring significant additional costs to support our expansion. During the same period, we were also able to expand our gross revenue from fund management per average AUM by 6.7 basis points, from 0.61% to 0.68% (calculated using annualized data for the last twelve months ended September 30, 2020) (see “Presentation of Financial and other Information—Vinci Capital Partners III Catch-Up” for information regarding the payment of one-time management fees in 2019). These favorable unit economics support high levels of profitability, which we believe apply to both existing and new strategies. In private markets for instance, we estimate that the rollout of new funds is profitable for Vinci Partners when the AUM of the fund surpasses R$275 million to R$300 million. This low breakeven point for new funds allows us to roll out new strategies that

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will be accretive for Vinci Partners without major fundraising requirements and also allows us to consolidate other smaller funds with our platform through M&A, providing high visibility of profitable growth.

We utilize advanced operational systems to support our operations and the seamless execution of our strategy and are constantly working to innovate and implement the latest technological advances into our business. For example, within our private equity practice, we have started a project to systematize and incorporate software to allow pipeline origination and tracking to be seamlessly integrated across operating platforms, mobile and at the office, and for information to be readily available and stored. In addition, this project will also centralize service provider relationships, deal tracking, human resources repository and be integrated with big data analytics, potentially enabling us to tap into additional sourcing avenues that are currently unavailable to us. We believe this project will be transformational to our private equity practice, and expect this to allow for better decision making and higher productivity in the future.

Similarly, we have also developed an investor relations platform and tools that enable us to enhance our ongoing interactions through a single area overseeing all internal and external support to profile and understand our limited partners’ requirements, developing and managing proprietary databases and segmentation of our limited partner base, further driving focus and efforts. Additionally, our cloud-based CRM capabilities have allowed us to create interactive dashboards that can be organized with all the useful client information needed under a fully customizable picture of all past and active opportunities. Such tools enable our investor relations, or IR, teams to thoroughly manage and register tasks, activity and commercial goals in an organized and processual manner and create quantitative analysis leveraging on investor data from our CRM tools crossed with market intelligence data from third party providers. For instance, we control a fully automatized process, allowing for a top down analysis of our global institutional investors universe, enabling automatic client prioritization for each specific product, customizable scoring system that classifies investor according to the criteria that most fits the desired product, such as check size, geographic focus, historical interactions, strategy preference and peer targeting.

Highly experienced management and investment team supported by our unique partnership philosophy and corporate culture

Our most valuable assets are our people and culture. Our three founders have supported our growth since inception, and currently lead alongside 30 additional partners and a total of 205 professionals managing 261 active funds and investment vehicles as of September 30, 2020. The long-term vision of Vinci Partners is to be the best and most relevant Brazilian alternative investment platform combining capital and talent to build value for the clients.

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Our human resources philosophy and approach plays a strategic role in the success of our business and in the development of our culture. The main entry point for our new hires is the back office. We hire newly graduated undergraduate students from top schools and provide training to them. This approach gives us a bench of young, capable, analysts ready to go to the front office positions through a meritocratic internal hiring process. This is important to support our growth and to strengthen our corporate culture.

Our governance and business management model, are also key in capturing opportunities, identifying gaps and reducing risks. The central point of our governance is our executive committee that has the objective of thinking of Vinci Partners as a business, learning from the main global references, identifying opportunities for improvement and reinforcing the key pillars for our success. It also acts to strengthen the themes related to ESG, innovation, communication, people and culture, serving as an example and proposing measures to improve our market positioning, our offer to customers and our ability to motivate and retain the key talent.

We also have a set of tools (including control panel and performance matrix, among others) and committees organized alongside four themes, completing our governance model. Our committee structure organized at the level of our Brazilian entities is as follows:

Internal Committees:

• Business & Products

• Commercial Committees

• Fundraising & Performance Committees

• Risk & Compliance

• Risk & Compliance Committee

• Money Laundering Prevention Committee

• Investment & Supervision

• Investment Committee for Private Markets

• Risk supervision Committee for public markets

• People & Compensation

• Appraisal Committee—all full time employees and partners

• Compensation Committee

Our Risk & Compliance Committee and Money Laundering Prevention Committee each meet at least twice per year as well as on an ad-hoc basis to maintain proactive risk oversight. In addition, we hold results meetings on a quarterly basis, including all partners, where each business and commercial leader presents the results of their area versus their goal. The performance of the teams against their respective goals has a direct impact on compensation, which improves alignment of interests.

Our deep, experienced and multifunctional teams bring together a valuable mix of investment, operational and financial backgrounds and an in-depth understanding of the local market. Notably, most of our partners have worked together for an average of approximately 20 years, with significant experience accumulated at Vinci Partners and with other financial institutions. The investment professionals supporting the partners are fully dedicated to our investment activities. Furthermore, our teams possess deep experience across the entire investment process, from investment to divestment in a variety of different economic climates in Brazil. Furthermore, our unique culture fosters an active involvement in value creation initiatives. For instance, within our private equity strategies, we seek to work side-by-side with portfolio company management teams to execute

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on post-acquisition business plans, which are critical to creating value in fund investments. We estimate that in our first Private Equity fund, which is nearly liquidated, most of the value created in the portfolio companies was generated through earnings enhancement, with an EBITDA CAGR since its inception of 26%. As part of our focus on value creation, we are constantly promoting operational change in collaboration with management, through the implementation of the “Value from the Core”, a set of key proprietary managerial tools and practices we have developed over the years.

Furthermore, we seek to have a balanced alignment of interests. For instance, our current and past partners and employees comprise 14.4% of the capital raised in VCP III, and represented 22.6% of the capital raised for VCP II. This commitment is substantially above market practice, and creates substantial alignment of interests between the limited partners and the private equity team. These commitments are carried out at similar fee structures that are available to our limited partners, paying full management and performance fees.

We truly believe that “Partners are Clients, and Clients are Partners”, which is possible because our general partners typically invest alongside our clients, which become our limited partners. This unique approach capital management, based on ethics and experience and targeting superior long-term financial results, is only possible because of our strong set of company values, as outlined below:

• believe in ethics as the best value in a relationship;

• balance common sense with boldness;

• be consistent in the search for results and in the relationship with clients and partners;

• combine flexibility and creativity with structured processes;

• act with entrepreneurship and with an owner’s mindset;

• have discipline in the execution of tasks; and

• be resilient when facing challenges.

Growth Strategies

Our goal is to consolidate our franchise as the leading independent asset manager in Brazil, combining capital and talent to build value for our clients. We will continue to approach our capital management in our own unique way, based on ethics and experience, targeting superior long-term financial results. To achieve this goal and is seeking to continue as a fast-growing and profitable company, we have defined our key strategic priorities as follows:

Continue to focus on our core capabilities and expertise across high value-added strategies to take advantage of shifts in asset allocation Brazil

We have positioned ourselves as category leaders across high value-added investment strategies. Since our inception, we have offered our clients with investment alternatives, that are distinct from the fixed-income strategies of traditional asset managers, and have developed what we believe to be a proven track record of consistent risk-adjusted returns. For decades, interest rates in Brazil were at elevated levels, and fixed income securities yielded significant returns above inflation and allocation in high-yielding Brazilian fixed income products became the main strategy among portfolio managers, as they were able to charge attractive fees on low value-added strategies. Since 2017, the country has experienced a sharp decline in interest rates, which has accelerated during 2020, significantly reducing real returns for most investors in Brazil. According to data published by ANBIMA, recent trends in AUM show a clear shift away from traditional fixed income products. For instance, asset allocation in fixed income assets as a percentage of total industry AUM decreased almost 10 percentage points from 2008 to 2019, including R$61 billion of net outflows during the last twelve months ending September 30, 2020; which we believe is a clear sign that investors are looking for opportunities in other investment strategies.

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As leaders in high value add categories, we believe we are well-positioned to capture this shift of savings and customer flows from low yielding asset classes into value-added strategies, including equities and alternative investments. From December 2018 to September 30, 2020, we have substantially grown our assets under management by 95.1%, or by R$22.5 billion. We believe we are in a premier position to continue to benefit from this trend, as we will continue to leverage on our:

• distinctive insights into in depth macro and micro economic knowledge and insights;

• deep financial market expertise with strategies for different results and investment monetization;

• complementary expertise of our team members leading to higher quality of investment decisions;

• local presence and wide network creating differentiated deal sourcing;

• broad financial structuring skills with different products and assets; and

• in-house resources generating efficiency and proprietary solutions.

Seek to accelerate our fundraising activities, accessing new pockets of demand, expanding our wallet share across our client base and taking advantage of an increasing supply of private capital in the country

Since our inception, we have successfully launched funds across seven different strategies, allowing us to reach R$46.1 billion in AUM, as of September 30, 2020. We believe that our track-record of deploying capital at attractive rates of return for our investors and launching innovative strategies that cater to the investment demand of our client base will enable us to further enhance a robust fundraising pipeline. For example, within our private equity practice, we are in the process of raising our next fund, Vinci Impact and Return IV (VIR IV), which already had its first closing on October 29, 2020 and has raised R$265.8 million in Brazil through the date of this prospectus, and has obtained US$11.8 million (equivalent to R$66.6 million based on the commercial selling rate for U.S. dollars of R$5.6407 to US$1.00 as of September 30, 2020) of approved commitments from development finance institutions, or DFI. In total, Vinci is seeking to raise up to R$1.0 billion for the VIR IV strategy by March 2021. In addition, we already have planned what we expect to be our next flagship strategy fund, Vinci Capital Partners IV (VCP IV). We will continue to take advantage of the increased flow of assets to the private markets in the country.

We expect the increase in investor demand for high value-added strategies, including private capital, represents a sizable opportunity for Vinci Partners. For example, our credit division will continue to seize opportunities in direct lending for the underserved middle market corporations, while our infrastructure group will catalyze growth with the local government’s infrastructure projects privatization agenda.

Continue to develop innovative solutions for our clients, launching new funds and strategies across industry verticals that can be used to capture future increases in underlying demand factors

We believe a key pillar of our growth has been our ability to provide complementary investment strategies and to structure different types of investment funds that address the specific needs of our investor base. We have expanded our product offering to provide increasingly diversified opportunities for investors and a balanced business model that we believe benefits all of our stakeholders. Across each of our strategies, we will continue to develop new strategies and adapt to the increasingly dynamic search for yield and diversification from our client base, including:

• In private equity we will continue to develop our flagship fund Vinci Capital Partners, focused on control-oriented strategies in the upper middle market with a growth equity approach. We also developed a differentiated impact-oriented strategy, unique in Brazil, through Vinci Impact and Return, focused on minority holdings in small and medium enterprises with business models that exhibit high growth potential and clear, measurable ESG goals; both of which we intend to continue to develop by seeding new funds.

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• In infrastructure, we will continue to develop our unique expertise across the power and energy sectors created during the last decade, with our proven experience in management of assets in various segments. Additionally, we are developing new strategies focused on verticals that we believe will benefit from trends in the Brazilian economy and that require substantial supply of capital, including water and sanitation and transportation, with concessions in toll roads, airports and ports.

• In real estate, we will continue to leverage our multi-disciplinary expertise and skills in structuring and management of local and international assets. We will continue to deploy capital in specific strategies for different types of real estate assets, including retail, logistics and offices, by leveraging on our exclusive access to investment opportunities through our extensive relationship networks, including across private and REITs, catering to the increasing diversification needs of our investors.

• In credit, we will continue to leverage on our broader platform, embracing superior networking, sector knowledge and industry insights to source, evaluate, and track sector-specific performance trends as well as investment opportunities. We expect to take advantage of: (1) the projected “crowding-in” effect with the increase of local corporate bonds issuances, in liquid and illiquid credit spectrum, due to the lower interest rates scenario while state-owned banks continue to shrink their balance sheets, (2) the robust infrastructure pipeline in Brazil with significant space for private capital; (3) the underdeveloped real estate and mortgage loans market in Brazil, which remains small compared to international standards; (4) the under-penetration in private credit across mid-sized corporates, supported by our established expertise in transaction structuring and underwriting, (5) exploring less traditional verticals including SME supply chain financing through our innovative channels; and (6) the advent of new sources of private credit being originated in the country through credit receivable funds in non-core assets originated with fintech platforms and other credit marketplaces.

• In public equity, we will continue to consolidate our strategy focusing on creating long term engagement by leveraging on our capacity to create unique relationships with companies with high quality, good management and good governance. We have an established track record of managing a diversified portfolio of strategies, including Brazilian and off-shore absolute return funds with a unique expertise in midcaps, while also developing differentiated strategies tailored to cater to the new economic scenario with low-for-longer interest rates through specific dividend-focused strategies and small cap funds.

• In hedge funds, we will continue to enhance our multi-strategy product approach focused on asymmetric return/risk opportunities. Such multi-manager approach will support our objectives to explore investment opportunities in a wide range of assets, regions and risk factors, with a focus on momentum and market timing.

• In investment products and solutions, we will continue to focus on our valued-added approach in developing a tailored and distinctive portfolio construction and implementation for our HNWI and institutional clients. We will aim to continue developing our focus on sophisticated investment strategies and alpha generation through an open architecture implementation and tailored portfolio construction with dynamic portfolio risk assessment. We believe such approach will enable us to better serve our clients, especially in a low interest rate environment, in which a large amount of institutional investors, mainly pension funds, will seek to externalize their asset management activities as they search for alpha and operational efficiency.

We will continue to strengthen our client relationships, developing innovative solutions based on our capabilities and expertise across high value-added asset classes

The growing demand for alternative and high value-added assets provides an opportunity for us to attract new investors across a variety of channels. As we continue to expand our product offering, we expect to be able to attract new investors and increase the wallet share of our existing clients, which we believe are currently over-exposed to passive fixed income and low yielding savings products. Our investor base includes pension funds,

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endowment and foundations, public and private asset managers, funds of funds, financial institutions, sovereign wealth funds, distribution platforms, multi and single family offices and high net worth individuals. We offer our clients a holistic investment platform, capable of addressing a wide spectrum of investment needs. For example, with the development of our investment products and solutions vertical, we have expanded our capabilities and become a one-stop shop for institutional, family office and individual clients by creating a scalable platform to manage the entire portfolio of several Brazilian pension funds, providing scale and expertise. We currently have approximately 70 pension funds as clients, five of which have their entire portfolio managed by us. We believe other pension funds in the Brazilian market (which totals more than 200 funds), may seek to follow this third-party management model and we have has a long-standing track record, strong governance, internal structure, and technology which we believe positions us well to be the manager-of-choice for many of these funds.

We will continue fostering our relationships with our clients through the following key pillars:

• Commitment to excellence in investor relations practices, including solid and transparent communication with investors and high standards of risk management and governance;

• Deepening relationships with our limited partners through our wide local and international network of 24 investor relations professionals and specialized teams clustered into geography and investor profile, as of September 30, 2020;

• Increasing our global and local institutional investor outreach through partnerships with key origination channels, including developing joint ventures and increasing our access to digital self-directed and advisory channels with a greater emphasis on end-client visibility;

• Maintaining a unique client approach dedicated to understanding the needs and objectives of our clients, especially under the new economic environment of low interest rates, in which we believe such understanding will be increasingly important in order to reach our clients with an appropriate product offering for their specific investment objectives;

• Automation of our proprietary channels, including the development of our own digital solutions offer an additional alternative to better reach and serve retail and lower-tier high net worth individuals through a self-service platform; and

• Consolidating our brand as a category leader in alternative investments by continuing a close interaction with our distributors, organizing and participating in live broadcasts on social media channels, client events, maintaining close interactions with independent research houses, monitoring relationships with digital influencers and increasing our penetration in social media and networks.

We will seek to penetrate new pockets of capital in the Brazilian market by investing across our different channels and strengthening our distribution capabilities, including digitizing access to our end customers

Under the current market environment of low interest rates, we expect overall demand for high value-added asset classes and alternative strategies to continue to grow at a rapid pace and permeate through new customer clusters, including especially local institutional investors and the mass affluent segment. Additionally, pension plans continue to experience rapid growth as the population continues to age, creating an increasing burden to cover retirement and actuarial liabilities through achieving higher investment returns.

These factors have created a shift in demand which we believe will favor our investment strategies in our product offering which has coincided with the disruption of the traditional distribution channels. Historically, banks have concentrated the majority of distribution of retail investment AUC in the Brazilian market, accounting for 93% of total AUC in 2018. Nonetheless, with the advent of fintech and digital distribution channels, competition between incumbent banks and new entrants has intensified, creating broader access for our financial products to the end customers in Brazil and expected to reach 24% of retail investment AUC by 2024 according to Oliver Wyman’s 2019 Report. Such new platforms have generally adopted a “supermarket” strategy, providing end clients with greater investment alternatives and allowing them to make more informed

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decisions while selecting investment alternatives, instead of being offered a narrow array of products selected by the distribution platform. In addition to controlling distribution, incumbent banks in Brazil also control the majority of the industry’s AUM, leveraging their retail services as distribution networks. In the past, most of these banks did not have significant high-value added product offerings and, in recent years, the demand for these products has increased exponentially, forcing incumbents to open architecture to third parties in an effort to address the demand of their clients, and giving the opportunity for independent asset managers like Vinci Partners to penetrate new pockets of investible capital. For instance, Itau Unibanco reported AUM from third party funds of R$275 billion, accounting for 21.2% of total AUM as of June 30, 2020; this represents an increase of 120% as compared to R$125 billion (11.3% of total AUM) reported in 2018. Concurrently, platforms such as XP, Easynvest, Guide, Genial Orama, ModalMais, among others have enabled access to new distribution networks and put additional pressure on incumbents to follow an open architecture strategy. For instance, our AUM distributed through digital distribution platforms totaled R$1.3 billion on September 30, 2020 vs. R$160.8 million, as of December 2017, an increase of 741%. By September 30, 2020, our AUM distributed through digital platforms was equivalent to 2.9% of our total AUM. We expect this trend to continue increasing during the next years and to expand from mostly private banking clients to HNWI as well as mass affluent segments.

We will seek to accelerate our distribution efforts for certain of our liquid and illiquid strategies where applicable, taking advantage of the increased digitalization of distribution platforms and the disruption of traditional channels, increasing our sales team’s efforts to increase our presence in all available platforms, including:

• Digital Distribution Platforms: Aiming to be present in all major digital distribution platforms. We have established relationships with 25 platforms as of September 30, 2020 and expect to continue to enhance our product offering across these platforms. We aim to be available in all major platforms with a range of Vinci Partners products, including certain illiquid strategies, where applicable, in addition to enhancing our brand awareness;

• Banks and Multi-Family Offices: We aim to offer at least one product in all large banks (private bank, mass affluent and retail) and their insurance and pension platforms. Although not necessarily the case, usually the first step for these distribution agreements is through allocations from a bank’s fund of funds, but our end goal is to establish direct distribution of our products in partnership with the large financial institutions. We then expect that as our products continue to gain scale, we will be able to deploy additional strategies across these channels;

• Research Houses: We expect to remain close to the main research houses to allow in-depth knowledge and visibility of our strategies, portfolio managers and investment products to potentially be recommended to their end-clients; and

• Media and Digital Influencers: We will continue to increase our media exposure, both through general and specialized channels, while also enhancing key contact points in social networks, including through podcasts, live streams and through LinkedIn. We will also monitor selected digital influencers, in our effort to develop new ways for potential end-clients to get to know Vinci Partners and its products.

Position our platform for consolidation opportunities to integrate single manager or single strategy platforms into Vinci Partners

We believe there is a significant opportunity to support our organic growth through consolidation, complementing our platform with selective strategic and tactical acquisitions. We intend to remain highly disciplined in our development strategy to ensure that we are allocating management time and our capital in the most productive areas to foster growth opportunities. Our strategy will focus on opportunities that expand our scale in existing markets, add complementary capabilities, enhance distribution, or provide access to new markets. We have a strong track record of sourcing, executing and integrating transactions and team hires as well as incentivizing investment teams to align their interests with ours. We have developed a distinctive structure

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capable of integrating other funds or strategies seamlessly. We currently expect that any growth through acquisition would likely take the form of single fund or single strategy managers, specifically sourced to complement Vinci Partner’s product offering and capabilities.

Business Segments

Private Equity

Our private equity strategy has a sector-agnostic approach focused on growth equity investments in Brazil. Opportunistically, we will also analyze turnaround and greenfield investment opportunities. The main strategic focus of our private equity segment is value creation by promoting revenue, productivity and profitability growth through significant operating and management changes in portfolio companies through our proprietary “Value from the Core” process. We also take into account non-measurable aspects, such as alignment of the potential investment with ESG goals.

Our private equity practice has what we believe to be a proven track record of investing in leading Brazilian companies with approximately R$10.6 billion in AUM as of September 30, 2020. We have a multi-disciplined team of 17 investment professionals dedicated to implementing our strategies, as described below.

The private equity strategy invests through two sub-strategies: Vinci Capital Partners and Vinci Impact and Return.

• Vinci Capital Partners. Vinci Capital Partners focuses on control and co-control investments and maintains flexibility around investment structuring, recognizing that we believe it is crucial to source companies with the greatest possible break-out potential in targeted industries. Vinci Capital Partners executes across growth equity transactions, greenfield investments, buyouts and turnarounds, providing a broad set of investment opportunities. Vinci Partners’ long-term constructive approach makes it a desirable partner for its target companies. The team has made three investments since 2018, totaling R$636.6 million and currently manages R$10.4 billion in AUM, as of September 30, 2020.

• Vinci Impact and Return. Vinci Impact and Return focuses on minority investments in small-to-medium enterprises with a dual mandate of generating ESG impact as well as market returns. In this strategy we typically make investments between R$40–90 million in companies ranging from around R$65 million to R$400 million in equity value with an average holding period of 15 to 50 months. We partner with entrepreneurs to align our liquidity expectations and provide a team of senior advisors to support execution. The team has made three investments since 2019, totaling R$63 million and currently manages R$231.5 million in AUM, as of September 30, 2020.

Public Equities

Vinci Partners has a long track record and deep experience investing in public equities since inception in 2009 and which was further enhanced through the strategic associations with Gas Investimentos (which was terminated in December 2020) and Mosaico Capital. We focus on holding positions in companies for three to five years following deep analysis and review by our various investment committees, taking into consideration our internal controls. The public equities team is composed of 11 members managing R$12.8 billion in AUM as of September 30, 2020, supported by dedicated research analysts who cover more than 120 companies across a variety of industries.

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Our public equities strategy invests according to three key sub-strategies: all caps, dividends and total return.

• All Caps. The all-caps sub-strategy focuses on long-term performance through a concentrated portfolio and deep fundamental analysis without any market capitalization constraints.

• Dividends. The dividends sub-strategy focuses on well-managed companies with a strong presence in their segments that are generating significant cash returns through dividends.

• Total Return. The total return sub-strategy focuses on high absolute risk-adjusted returns through fundamental analysis, diversification and use of derivatives.

Real Estate

The real estate segment of Vinci Partners is the seventh largest manager of listed REITs in Brazil, known as Fundos de Investimento Imobiliário, or FII, based on Reuters data. Through September 30, 2020, our real estate segment has raised R$4.2 billion, the largest amount of investment among independent asset managers and the fourth largest among all asset managers. We are also one of the fastest growing managers in the space in terms of AUM, with a 27.7% growth year to date, as of September 30, 2020. Our real estate strategy is primarily focused on the acquisition of core, income-generating assets through public real estate funds. We also implement a strategy related to opportunistic development funds. In recent years we invested through Vinci Real Estate Fundo de Participações Multiestrategia, or VRE FIP which is in the final stages of its life cycle and we recently entered into a joint venture with Fulwood (one of the largest developers of industrial and logistics properties in Brazil) and the first round of funding of VFDL, a new R$1.0 billion fund created from this joint venture, and that will be focused on the development of logistics properties in Brazil, is expected to be concluded during the first quarter of 2021.

Our real estate strategy has more than 260,000 investors and has raised more than R$4.2 billion to invest in prime properties in Brazil. Our real estate team currently manages 33 assets with almost 549,000 square meters of gross leasable area, constituting approximately R$4.3 billion of AUM (which reflects growth in AUM due to market performance), as of September 30, 2020. The real estate team is currently composed of 13 professionals.

Our real estate strategy invests along four sub-strategies: shopping malls, industrial and logistics, offices and financial instruments related to real estate assets.

Shopping malls—Vinci Shopping Centers FII or VISC. VISC seeks to generate returns by investing directly or indirectly in income-producing shopping malls, as well as through capital gains from the purchase and sale of such assets. VISC’s strategy is focused on finished properties, rather than development. VISC has adopted a flexible investment strategy and evaluates investment opportunities in shopping centers in all regions of Brazil with interests that can range as high as up to 100% of an ownership stake, as well as minority interests.

Industrial and logistics—Vinci Logistica FII or VILG. VILG focuses on strategic locations close to large consumer or industrial centers and resilient to economic cycles, engaging in strategic partnerships with logistics operators or other strategic players to acquire controlling or minority interests in logistics condominiums (also known as business parks). Logistics condominiums allow for diversification in relation to vacancies, greater occupancy flexibility, and economies of scale in relation to tenant costs. VILG is focused on direct and indirect exposure to eCommerce to benefit from strong tailwinds and to meet the demand for distribution centers in strategic locations. VILG enters into non-traditional lease contracts as it relates to contractual clauses that prevent rent adjustment until maturity and protect against early termination or default.

Offices—Vinci Offices FII or VINO. VINO focuses on medium-sized projects (approximately 10,000 square meters in leasable area) in large populous areas that are differentiated with respect to architecture and design. VINO seeks collaborative office space, high-quality tenants with strong credit history and ability to adapt occupied spaces, environmentally friendly design and rental income with strong potential for rental price appreciation.

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Financial Instruments Real Estate Fund or VIFI. VIFI is a hybrid real estate fund, which invests in a diversified portfolio of REITs and assets such as REITs (tax-efficient investment funds in Brazil specifically designated for real estate investment) and Certificates of Real Estate Receivables (securities backed by real estate receivables) with the goal of generating value and consistent income with relatively low risk.

Joint Venture with Fulwood. On September 30, 2020, Vinci Real Estate signed a joint venture agreement, or JV, with one of the largest developers of industrial and logistic properties in Brazil. The JV will allow us to seek opportunities related to the development of logistic properties in Brazil.

Credit

We believe we are one of the first independent players to offer Brazilian private credit funds focused on the long-term direct lending business. We have a multi-strategy credit business with significant size and track-record that operates in different segments, industries, and asset classes. We are generally focused on customized credit instruments, structures, and solutions to meet the financing needs of both established and growing businesses, while generating interesting credit opportunities for our investors.

The credit team is currently composed of seven professionals that manage over R$2.2 billion in AUM, divided across three specific sub-strategies: high-grade corporate debt, high-yield structured products and senior secured loans and MBS. The credit strategy is divided in three core sub-strategies: Infrastructure Debentures to finance projects, generally with a senior secured collateral package, or infrastructure debt, Senior secured loans with the first lien collateral in real estate assets or a MBS securitizations, or real estate debt, and the third one, referred to as Structured Credit focused in secured loans, private debt and a reverse factoring platform.

Infrastructure Debt. In the infrastructure debt sub-strategy, Vinci Partners manages a credit fund, Vinci Energia Sustentável FIDC, or VES, dedicated to investments in debentures to finance greenfield and brownfield projects, with a focus on renewable energy such as windy, solar, hydro projects, following general ESG guidelines. The existing fund also invests in debentures from distribution companies, power transmission-lines and other infrastructure projects and companies. It is a closed-end fund with total tenure of 15 years. The existing fund—VES requires that prior to fund´s acquisition, the debenture issuance shall have a minimum credit rating of single “A” (in local scale) by one of the following credit rating agencies; Fitch, Moody’s or S&P. Typically, the debentures collateral package may include a first priority security interest on the issuers receivables, fixed assets, equipment, and a share pledge agreement of the special purpose entity, or SPE, that owns the project. If the project is before completion, we also require a bank guarantee up to completion or a parent company guarantee from the project sponsor, subject to a minimum credit rating. This fund was originated in a public auction launched by BNDES at the end of 2016 where Vinci Partners has competed with other Brazilian asset management firms and won. We are about to finish the investment process by doing the last capital call up to October 2020. The investors of the fund are mainly institutional investors such as the Brazilian pension funds, insurance companies and BNDES Participações S.A.

Real Estate Debt. In this strategy Vinci Partners pursues investment opportunities in senior secured loans / securities in the form of debentures or CRIs (mortgage backed securities, or MBS) with a focus on transactions with the 1st lien collateral in real estate assets. The MBS are backed by underlying real estate loans and/or receivables, which may consist of more granular portfolios. These transactions are usually structured for and collateralized by multi-tenant properties (e.g. shopping malls, commercial warehouses, office buildings, and residential developments, among others) or by single-tenants commercial properties generally via build-to-suit, sale lease back and buy-to-lease structures with long-term lease agreements. The eligible transactions shall have a minimum credit rating of “A-” (single “A” minus in local scale) by one of the 3 main agencies (Fitch, Moody’s or S&P) is also required. In this asset class we have a multisector approach (more agnostic) on the issuer activity, despite the real estate collateral requirements. Over the years Vinci Partners has made several private debt transactions in sectors such as electric power, shopping malls, healthcare, commercial properties, real estate developers, retail among others. In this class we built a set of flagship funds, where Vinci FI RF Imobiliário CP,

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or VCI, is our first fund and is already returning capital to investors. We also established Vinci Crédito Imobiliário 2, or VCI 2, which is in its first year of the investment period. Both funds have lock-up periods of 10 years, and investors of the fund are mainly Brazilian pension funds and insurance companies. In addition, our credit segment also has an internal joint venture with our real estate segment to manage a public fund (equivalent to a listed REIT) named Vinci Instrumentos Financeiros FII that principally invests in shares of other listed REITs and CRIs. Our infrastructure and real estate segments, together represent the focus of our long-term direct lending business and comprise for more than 70% of our AUM considering capital already deployed and future capital calls.

In both strategies our target is to originate long term investment opportunities for our investors, generally in the private credit space, with a collateral package which seeks to provide the downside protection against credit-related events.

Structured Credit. This strategy comprises a specific group of funds, including open-ended funds and managed accounts. Notice period for redemptions from terms of those funds range from 90 days to 6 months. In general, the investment guidelines are more flexible, whilst being in line with the suitability requirements of each class of investor. For those clients with more conservative investor profile that are deemed investidor qualificado (qualified investors) the most suitable product we offer is the VCE Selection (with a notice period for redemptions), which invests in senior secured loans and short-term receivables undertaken by a platform of reverse factoring developed in-house. This reverse factoring platform has already deployed approximately R$7 billion in more than 20 thousand transactions with small and medium enterprises, or SMEs, in the last seven years. These transactions consist of assignment agreements over performed receivables mainly from SMEs, while typically incurring large corporates risk (drawees) at a discount and executed electronically through a credit rights investment fund (Fundo de Investimentos em Direitos Creditórios, or FIDC) managed by Vinci Partners.

Infrastructure

Our infrastructure strategy has exposure to tangible assets related to physical infrastructure, through investments in equity, bidding for concessions, and debt investments across several sectors, including but not limited to power generation and transmission, transportation and logistics and sports infrastructure (stadiums). Our infrastructure team has a deep local presence and track record of investing in infrastructure in Brazil, having completed over 30 transactions across equity and debt since its commencement in 2010. The team is composed of six dedicated professionals and eight senior advisors/executives seconded to portfolio companies.

Our infrastructure strategy seeks control or control-oriented positions and employs active hands-on management of assets and operations. We primarily review brownfield and consolidation opportunities, targeting fragmented industries within sub-strategies. The team currently manages approximately R$1.6 billion in AUM mainly through FIP Transmissão (Vinci Infra II), FIP Energia PCH, and Vinci Energia (VIGT11) funds.

• Power Generation. Search for acquisitions in the secondary market, particularly related to renewables assets and develop greenfield projects.

• Power Transmission. Continue to develop our current portfolio of core transmission assets, through VIGT11. Opportunistically analyze greenfield projects to invest.

• Telecom. Evaluate carving out fiber assets from existing incumbents to create an infrastructure vehicle dedicated to fiber-to-the-home, or FTTH, in the wholesale segment.

• Transportation & Logistics. Inception of a new road platform aiming brownfields assets opportunities from strategic players who are in financial distress, and/or partnering to bid in new concession auctions. Opportunistically analyzing the airport sector, after the severe hit from the pandemic.

• Water & Sanitation. Evaluate the companies that are initiating the consolidation process and closely follow potential privatization initiatives.

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Hedge Funds

Our hedge funds team operates under a multi-manager strategy with several portfolio managers each pursuing independent strategies. We have strong, overarching risk monitoring practices in order to generate superior Sharpe ratio and alpha for our investors. The hedge funds team is currently composed of six professionals and has existed since Vinci Partner’s inception, now managing R$2.4 billion in AUM.

Our hedge funds strategy invests across five principal sub-strategies: nominal interest, inflation, commodities, currencies and equities strategies.

The portfolio managers have access to both our macro and equities research dedicated teams. It helps creating a very robust analysis of the markets and this way make assertive decisions. The portfolio has exposure to onshore and offshore markets trading single equities, emerging markets and developed markets currencies, government bonds and derivatives.

Investment Products and Solutions

Our investment products and solutions team commenced in 2010 and offers clients access to tailored financial products through an open architecture platform, in addition to in-house asset allocation and risk management. Our Investment & Product Solutions segment aims to provide a sophisticated investment strategy with alpha generation according to our clients’ targets. In the execution of these strategies, we take into account risk profile assessment, preparation of investment policies and product selection, among other factors.

Investment products and solutions includes nine investment professionals across São Paulo and New York specialized in various asset classes and alternative investments and manages R$14.9 billion in AUM.

Financial Advisory Services

Our financial advisory services team provides financial and strategic services to business owners, senior corporate management teams and boards of directors, focusing mostly on pre-IPO and M&A advisory services for Brazilian middle-market companies. The financial advisory services team was established in 2009 and is composed of eight investment professionals.

We believe our financial advisory services team serves as trusted senior advisors to clients seeking local and/or product expertise in the Brazilian marketplace. As an independent boutique, Vinci Partners has the flexibility to engage in transactions that often require complex solutions, long-term relationships and alignment of interests with clients.

Marketing, Sales and Distribution

Vinci Partners has built a leading business development platform that covers a diverse global institutional investor base and is committed to excellence in all aspects of investor relations. Our experienced investor relations teams have a strong understanding of our strategies and deep knowledge of the competitive landscape. Investor relations teams are fully integrated with investment professionals, from product development to monitoring existing limited partner relationships.

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Throughout our history of managing assets from third party investors, we have been able to build a sophisticated and high quality international limited partner base within our private market strategies. As of September 30, 2020, our international private equity client base is comprised of the following:

Distribution Channels

Vinci Partners’ distribution is organized through four client divisions and one additional distribution channel:

• Local Institutional Clients (local corporate and pension). Represents 28.1% of our AUM. This client division covers Brazilian pension funds (public and private), insurance companies, and large and mid-size corporations. New clients (less than 2.5 years with assets under management by Vinci Partners) represent over 35% of the division’s AUM. At the beginning of 2020, 10% of the institutional clients represented 55.2% of the division’s AUM and the top three products are investment products and solutions (42.3% of clients), credit (36.5% of clients) and public equities (34.6% of clients). On average, a client has 6.8 different products distributed across an average of 2.3 different strategies. AUM from Local Institutional Clients grew at a CAGR of 43% from 2017 to September 2020.

• Institutional Offshore. Represents 29.0% of our AUM. This client division covers offshore pension funds, endowments, sovereign funds, fund of funds, asset managers, family offices, and others. In our private equity strategy, our foreign investors are primarily based in the US 55%, Europe 18%, Middle East 12%, and Asia 6%. By investor type, our private equity offshore foreign investors are primarily public pension funds 21%, asset managers 18%, sovereign wealth funds 17%, and fund of funds 13%. AUM from Institutional Offshore Clients grew at a CAGR of 40% from 2017 to September 2020.

• Vinci Individual Investors (VII or HNWI). Represents 25.4% of our AUM. This client division covers HNWIs, which we consider to be clients that have the potential to invest at least R$30 million (approximately US$5.5 million). From 2018 to September 2020, 61.0% of new money came from existing client relationships, excluding our partners. At the beginning of 2020, 10% of the institutional clients represent 89.2% of the division’s AUM and the top three products are public equities (46.3% of clients), hedge funds (41.4% of clients) and investment products and solutions (39.8% of clients). At the beginning of 2020, on average, a HNWI has 4.6 different products distributed across an average of 3.5 different strategies. AUM from VII grew at a CAGR of 5% from 2017 to September 2020.

• Allocators and Distributors (A&D or fund of funds and distributors). Represents 8.6% of our AUM. This client division covers banks (private, mass affluent and retail sectors), Multi Family Offices, and approximately 25 distribution platforms such as XP and BTG Digital. This division is responsible for the distribution of all Vinci Partners products, both liquid and illiquid, including Private Equity. Banks and Platforms account for 37.0% and 48.0% of the AUM of this division as of September 30, 2020, respectively, and the top three products are Equities (61.4% of clients), Investment Products and Solutions (50.0% of clients), and Hedge Funds (22.7% of clients). At the beginning of 2020, on average, a client has 5.8 different products (i.e. investment funds) distributed across an average of 1.8 different strategies. In recent years, this division has focused on leveraging existing relationships to include new investment products and assed classes. Additionally, it has focused on adding new distribution partners, primarily large banks. AUM from A&D grew at a CAGR of 91% from 2017 to September 2020.

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• Capital Markets (public market vehicles). Represents 9.0% of our AUM. These distribution channels cover public market vehicles of our listed funds (e.g. REITs and infrastructure funds). AUM from capital markets (public market vehicles) grew at a CAGR of 186% from 2017 to September 2020.

Private Markets Investment Process

Vinci Partners targets assets or companies with proven cash flow stability and inflation-linked contracted revenues with strong organic growth and/or M&A potential and could seek to partner with strategic players to develop operating platforms. Importantly, the deal team seeks to leverage the in-house expertise of our public equities and research teams on a continuous basis for proprietary insights into the optimal timing for exits, as well as related industry intelligence.

Vinci Partners’ team of 205 full time employees as of September 30, 2020 bring together a wide-ranging network of personal and professional relationships across leading industry executives, business owners, corporate managers, financial and operational advisors and consultants, attorneys and regulatory agencies. This robust network, combined with our proactive, top-down identification of target industries and companies, provides a highly-differentiated deal sourcing platform for each of our private markets investment strategies.

Vinci Partners follows a highly disciplined and systematic investment review and decision-making process comprised of multi-staged reviews by the Investment Committee, comprised of several partners most of whom have worked together since 2001.

The key objectives of our investment review and decision-making process are to: (i) effectively manage the pipeline of investments, (ii) identify key issues early in the investment process and before executing the transaction, (iii) efficiently allocate the deal team, (iv) determine a tailored deal execution and due diligence plan, and (v) provide a forum to solicit the input and views of the entire infrastructure team.

For instance, the graphic below depicts the key steps in the investment review and decision-making process in our private equity practice:

Risk Management

Vinci Partners seeks to minimize the risks associated with our investment strategy by pursuing the following initiatives:

• Financial/Business. Vinci Partners will seek to mitigate refinancing risk by targeting companies with stable and growing cash flows. Vinci Partners will seek to mitigate business risk by targeting

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companies that have a clear competitive advantage and/or long-term contract or concessions, thus are less vulnerable to the business and economic cycles. We will also focus on companies we believe generally exhibit low dependence on strong economic growth. Before agreeing to any investment, the Investment Committee must be satisfied that it understands the key risks associated with each investment, and that it has taken, or will take, actions to mitigate those risks.

• Fraud and Corruption. Vinci Partners seek to undertake a comprehensive anti-fraud and anti-corruption diligence process in connection with all private markets transactions. We perform background checks and extensive legal due diligence in every potential deal that our private equity, infrastructure and real estate funds are involved. Generally, this process is coordinated by the deal team members, with the support of our compliance team and/or external counsel (typically full-service law firms or niche-oriented firms, when required). We monitor the portfolio companies through our specific deal team members, which are required to report updates on the investment (in all aspects, including operational performance, legal issues and potential irregularities) on a weekly basis. Additionally, we usually have the right to appoint members to the board of directors and/or management of the portfolio companies—such appointments are another direct channel for this type of reporting. In case of any potential irregularity, the members of the team responsible for the portfolio company shall immediately report such event to the legal and compliance teams who will assess the information and provide guidance on how to proceed.

• Environmental. The ESG Policy is based on well-known standards and benchmarks, such as: International Finance Corporation Performance Standards; Principles for Responsible Investment; Corporate Sustainability Index from Brazilian Stock Exchange (ISE); Brazilian Institute for Corporate Governance; Dow Jones Sustainability Indexes. These policies include compliance guidelines for Anti Money Laundering, Anti-Corruption, Anti-Terrorist Finance, Code of Ethics and Social and Environmental Responsibility policies. In addition, employees are trained annually, and an introductory presentation is made to new employees at the end of each quarter.

Competition

Infrastructure

We believe that Brazil offers a diverse and deep investment opportunity set, due to the critical need for infrastructure investments, the weak financial position of the central government and higher leverage profile of traditional players. Today, there is a very limited number of active investment managers with dedicated capital or the experience to invest in Brazilian infrastructure. Vinci Partners believes it is highly differentiated from its competition given the team’s ample transactional expertise (over 30 transactions) particularly, in complex situations, with deep relationships, a flexible investment approach, and sector-specific knowledge. We also face more limited competition from local investment managers in deals averaging from R$50 million to R$100 million.

Private Equity

Vinci Partners considers itself a pioneer in Brazilian private equity and, as among the largest players, we believe we are the only purely Brazilian private equity firm that has always been independent. Since 2004, our flagship Vinci Capital Partners funds have invested R$4.0 billion across 22 investments in Brazil, as of September 30, 2020. Moreover, while many other Brazil-focused funds (such as Patria (Blackstone), Carlyle, Warburg and Advent) are affiliated with larger, global managers, Vinci Partners continues to remain independent, with an internally trained team, and whose members have begun and developed their investment careers in Brazil. Given Vinci Partners’ history and presence in Brazil as one of the longest-tenured local private equity firms, Vinci Partners believes it has a distinct competitive advantage against both local and global players. Moreover, for the most part, the strategies employed by these other funds generally do not compete directly with Vinci Partners’ control-oriented, operationally-intensive strategy.

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Vinci Partners’ sourcing methodology focuses on acquiring businesses or making investments outside of structured auction processes, so in many cases Vinci Partners will not encounter competition during the sourcing phase. Vinci Partners believes that its proprietary sourcing strategy allows us to negotiate more favorable investment terms and downside protections to help generate more attractive returns. Notably, Vinci Partners sourced 15 of the 22 previous investments on an exclusive basis.

The historical limited availability of capital in Brazil for private equity has prevented the development of a significant number of local players, and competition in the current market is derived mainly from investment managers that are able to raise money globally, either through global funds, or Brazil focused funds raised with international limited partners. This creates two positive dynamics for us, first is the limited number of managers chasing investment opportunities in the country, and that equity investment sizes vary substantially and create an additional layer of differentiation between general partners and further reducing competitive pressure.

Credit

We believe we are one of the first independent players to offer Brazilian private credit funds focused on the long-term direct lending business. Nevertheless, we currently see some of the asset management platforms (such as Kinea, BTG Pactual, and XP) as being our biggest competitors and the big banks themselves, which either use their balance sheets or offer solutions through their DCM areas for companies to access alternative financing options. As described elsewhere herein, see a significant opportunity for banking disintermediation in Brazil and for the private credit market to develop.

We also consider that in the current environment of low interest rates and lower profitability of the more traditional fixed income strategies such as federal public securities and short-term fixed-income investments, the demand for credit products with targeting superior returns from investors in general, both individuals and institutional, tends to increase. In addition, most of the allocation of Brazilian pension funds remains concentrated in federal government bonds, which imposes important challenges in overcoming its actuarial goals. We believe that Vinci Partners can offer a range of credit investment strategies, including structured credit transactions and directed lending, that captures more value and can meet this growing demand for return and portfolio diversification from local investors.

Real Estate

The real estate segment of Vinci Partners is the seventh largest manager of listed REITs in Brazil based on Reuters data. Through September 30, 2020, our real estate segment has raised R$4.2 billion, the largest amount of investment among independent asset managers and the fourth largest among all asset managers. We are also one of the fastest growing managers in the space in terms of AUM, with a 27.7% growth year to date, as of September 30, 2020.

The largest REIT manager in Brazil is Kinea, with R$12.8 billion under management. Kinea is controlled by Banco Itau Unibanco, the largest private bank in Brazil and benefits from the bank´s extensive retail distribution. Kinea is followed by XP, BTG Pactual and CSHG all of them counting on powerful in-house retail distribution capabilities which enhances their access to capital. The only independent player which has larger AUM than Vinci Real Estate is Hedge which was a spinoff from CSHG and for this reason had a quick start in its AUM size. It is important to mention that in some of the other players the total AUM figure it is accounted the amount they have under management as the fund administrator of passively managed REITs.

Due to the rapid growth of the REIT industry in the past three years, a significant number of new players have come to the market, increasing competition. Notwithstanding the largest and most established players have a significant competitive advantage competing for capital which was reflected in the market share of these players and the amounts raised by them in 2020 through the date of this prospectus.

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Public Equities

In Brazil, the biggest competition that the public equities area has is the level of interest rates: Brazilian investors continue to invest very little in variable income instruments and Brazil does not have a long-term investment culture since for many years the interest was high and even investing inefficiently the investor had returns well above inflation.

Currently, since we entered a lower interest rate environment, the demand for equity investments has increased. In the long-only term we estimate that we have between 50 and 60 competing funds. In the dividend mandate, we have a number close to 20. These numbers have been growing over time as new asset managers and public equities firms have been created.

Hedge Funds

Competition in the hedge funds market is strong, and several competing firms have a long history and large volumes of assets under management. Brazil has a long history of high interest rates and a well-developed derivatives market, which has been the oldest strategy among Brazilian hedge fund managers.

The fact that we were the first firm based on independent management cells (multi-manager) brought a certain difficulty for investment allocators within clients and potential clients to understand because they were more accustomed to the “star manager” model. In recent years, more managers have adopted the multi-manager model and the model has become wore widely known among investors and allocators.

However, we believe that the market will bring more difficulties for managers to generate alpha (both due to the competition and the drop in premiums) and our model is more flexible to adapt to this new paradigm. This is already being observed because the large houses based on this star manager model have had low alpha generation in recent years.

Our AUM in our hedge funds strategy is one of the fastest growing in the year to date, with an increase of 45.0% from December 31, 2019 to September 30, 2020.

Investment Products and Solutions

Depending on the mandate, the competition varies significantly, as different players offer different strategies that are more or less aligned with our offering within investment products and solutions.

In terms of inflation mandates, we face competition from multi-market fund managers (hedge funds) in the Brazilian industry. We believe that our competitive advantage is our proven track record of investment performance and unique construction of investment products. For example, in the design of the Equilíbrio fund (offered for open pension plans following CMN Resolution 4,444), we have an offering aligned with the long-term objective of achieving returns above inflation (which is a key differential in the current low interest environment).

In equity fund-of-funds mandates, we are one of the few investment managers in Brazil to implement the strategy using a structure that allows investors to invest in highly performing managers and have a hedge protection strategy in the same vehicle. We believe this is a significant differentiating factor for institutional investors who do not have the agility to use hedging to protect their portfolios. Our competitors in the fund-of-funds market tend to be financial institutions (which do not offer the same product).

In the Brazilian exclusive asset allocation mandates for families, we generally compete with financial institutions and MFOs. As for pension funds, we compete with financial institutions, but in the current environment we have certain key advantages: recognized ability to invest in alternative classes, carrying out protection operations and greater knowledge of the pension fund industry.

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In the international exclusive asset allocation mandates, we compete with Brazilian and international financial institutions and MFOs. However, we believe that we managed to stand out because we invest in more niche managers and bring customers closer to managers while being transparent throughout the process.

In the international fund-of-funds asset allocation mandate for investments outside of Brazil, we currently have limited competition within Brazil because we maintain the strategy of investing in more niche managers, adding to the fund the risk management layer on currency exposure.

Financial Advisory Services

Our financial advisory business competes mainly against local and international M&A boutiques.

Legal Proceedings

From time to time, we are involved in disputes that arise in the ordinary course of our business. Any claims against us, whether meritorious or not, can be time consuming, result in costly litigation, require significant management time and result in the diversion of significant operational resources.

We are subject to a number of judicial and administrative proceedings in the Brazilian court systems, including civil, labor and tax law and social security claims and other proceedings, which we believe are common and incidental to business operations in Brazil in general. We recognize provisions for legal proceedings in our financial statements, in accordance with accounting rules, when we are advised by independent outside counsel that (1) it is probable that an outflow of resources will be required to settle the obligation; and (2) a reliable estimate can be made of the amount of the obligation. The assessment of the likelihood of loss includes analysis by outside counsel of available evidence, the hierarchy of laws, available case law, recent court rulings and their relevance in the legal system. Our provisions for probable losses arising from these matters are estimated and periodically adjusted by management. In making these adjustments our management relies on the opinions of our external legal advisors.

As of September 30, 2020, we have not recorded any provisions in our audited consolidated financial statements as we are not aware of any legal proceedings for which we believe a loss is probable in accordance with accounting rules. However, legal proceedings are inherently unpredictable and subject to significant uncertainties. If one or more cases were to result in a judgment against us in any reporting period for amounts that exceeded our management’s expectations, the impact on our results of operations or financial condition for that reporting period could be material. See “Risk Factors—Certain Risks Relating to Our Business and Industry—The costs and effects of pending and future litigation, investigations or similar matters, or adverse facts and developments related thereto, could materially affect our business, financial position and results of operations.”

For further information, see note 21 to our unaudited interim consolidated financial statements and note 21 to our audited consolidated financial statements.

Civil Matters

The civil claims to which we are a party generally relate to consumer claims, including those related to portfolio management. We believe these proceedings are unlikely to have a material adverse impact, individually, or in the aggregate, on our results of operations or financial condition.

As of September 30, 2020, we were not aware of any legal proceedings of a civil nature for which we believe a loss is probable or possible in accordance with applicable accounting rules.

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Labor Matters

The labor claims to which we are a party are typically filed by former employees or third-party employees seeking our joint and/or subsidiary liability for the acts of our suppliers, portfolio companies, and service providers, and generally relate to alleged unpaid labor benefits. We believe these proceedings are unlikely to have a material adverse impact, individually or in the aggregate, on our results of operations or financial condition.

As of September 30, 2020, we were party to 12 labor-related judicial and administrative proceedings though we have not recorded any provisions in our audited consolidated financial statements as we are not aware of any legal proceedings for labor-related matters for which we believe a loss is probable in accordance with accounting rules. Out of those 12 proceedings, we were party to 10 labor lawsuits totaling approximately R$2.0 million, where the likelihood of loss has been assessed by our management as possible based on the opinion of our external legal advisors and for which we have not recorded a provision.

Tax and Social Security Matters

As of September 30, 2020, we were party to administrative proceedings and three judicial tax and social security proceedings, which amount to a total of approximately R$22.6 million, where the likelihood of loss has been assessed by our management as possible based on the opinion of our external legal advisors and for which we have not recorded a provision. The main proceeding, which was filed in 2018 to charge debts related to IRPJ/CSLL/PIS/COFINS of the fiscal year of 2013, is currently pending of an administrative decision, and amounts to a total of R$15.2 million payment, which already corresponds to the principal amount plus the fine and interest as of September 30, 2020. The other proceedings relate to social security contributions on profit sharing payments to employees made in 2011 and 2012 and ISS on export of services charged by the municipality of São Paulo.

We believe these proceedings are unlikely to have a material adverse impact, individually or in the aggregate, on our results of operations or financial condition.

We have not recorded any provisions in our audited consolidated financial statements as we are not aware of any legal proceedings related to tax and social security matters for which we believe a loss is probable in accordance with accounting rules.

Intellectual Property

We rely on a combination of trademark, domain names and trade secret laws, as well as employee and third-party non-disclosure, confidentiality and other types of contractual arrangements to establish, maintain and enforce our intellectual property rights, including with respect to our proprietary rights related to our products and services. In addition, we license technology from third parties.

As of September 30, 2020, we owned 15 Brazil-issued patents or copyrights.

In Brazil, title to a trademark is only acquired once a valid registration is issued by the BPTO. The holder of a valid trademark registration has the right to its exclusive use throughout Brazil for an initial term of 10 years, renewable for additional and successive 10-year terms. During the registration process, the applicant requesting the trademark registration has only an expectation of the exclusive right to use the trademark to identify its products or services. We own a number of trademarks including “Vinci Partners,” and other valuable trademarks and designs covering various brands, products, programs and services, including “Vinci” and “Value from the Core.” We also own a number of domain names registered in Brazil, “vincishopping.com.br,” “vilg11.com.br” , “vincienergia.com.br,” “vincioffices.com.br,” “vincionline.com.br,” “vinciplataforma.com.br,” “vino11.com.br,” “visc11.com.br,” and abroad such as “vincipartners.com ,“ “vifi11.com,” “vilg11.com,” “vincifii.com ,“ “vincilogistica.com,” “vincioffices.com,” “visc11.com ,“ ““vincionline.com,” and “vino11.com,” which all are currently in use.

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Properties

Our corporate headquarters are located in Rio de Janeiro and our principal executive offices, which include the majority of our product development, sales, marketing, and business operations, are located in Rio de Janeiro and São Paulo. Our principal executive offices consist of approximately 28,847 square feet of space in Rio de Janeiro and 11,948 square feet of space in São Paulo under a leases that expire on August 5, 2025 (for Rio de Janeiro) and on April 2, 2023 (for São Paulo). In October 2020, we amended the lease agreement for our principal executive offices in Rio de Janeiro to expand this space to occupy an additional floor in the office building. We also have offices in other locations, including in Recife in Brazil and in New York City in the United States, and believe our facilities are sufficient for our current needs.

As of September 30, 2020, we had a services agreement with a data center service provider for the provision of data services to us from its data centers in the city of Rio de Janeiro, Brazil. We believe that our facilities are suitable and adequate for our business as presently conducted; however, we periodically review our facility requirements and may acquire new space to meet the needs of our business or consolidate and dispose of facilities that are no longer required.

Employees

As of September 30, 2020, December 31, 2019 and 2018, we had 205, 177 and 172 full time employees, respectively. As of September 30, 2020, all of our employees were based in our offices in São Paulo, Rio de Janeiro, Recife and New York City.

The table below breaks down our full-time personnel by function as of September 30, 2020:

Function	Number of Employees		% of Total
Investment Professionals – Private Markets		36		17.6
Investment Professionals – Public Markets		31		15.1
Financial Advisory Professionals		8		3.9
Sales and Distribution		23		11.2
Research & Market Risk		16		7.8
Legal and Compliance		7		3.4
Technology		16		7.8
General and Administrative		68		33.2
Total		205		100.0

Our employees in Brazil are affiliated with the union of capital markets employees for the geographic area in which they work.

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MANAGEMENT

We are managed by our board of directors and by our senior management, pursuant to our Articles of Association and the Cayman Islands Companies Law (as amended).

Board of Directors

As of the date of this prospectus, our board of directors will be composed of seven members. Each director holds office for the term, if any, fixed by the shareholders’ resolution that appointed such director, or, if no term is fixed on the appointment of the director, until the earlier of his or her removal or resignation of office as a director in accordance with the Articles of Association. Directors appointed by the board of directors hold office until the next annual general meeting. Our directors do not have a retirement age requirement under our Articles of Association.

The following table presents the names, ages and position of the current members of our board of directors.

Name	Age	Position
Gilberto Sayão da Silva	50	Chairman
Alessandro Monteiro Morgado Horta	50	Director
Paulo Fernando Carvalho de Oliveira	50	Director
Lywal Salles Filho	74	Director
Rogério Ladeira Furquim Werneck	72	Director
Ana Marta Horta Veloso	52	Director
Guilherme Stocco Filho	46	Director

The following is a brief summary of the business experience of our directors. Unless otherwise indicated, the current business address for our directors is Av. Bartolomeu Mitre, 336, Leblon, Rio de Janeiro, Brazil, 22431-002.

Mr. Gilberto Sayão da Silva is one of our founding partners and the Chairman of our board of directors. He was previously a partner at Banco Pactual and oversaw the areas of investments, corporate finance and hedge funds. From 2006 to 2009, he was the principal executive for UBS Pactual Alternative Investment Management. From 1998 to 2009, he was part of the executive committees of Banco Pactual and UBS Pactual. He studied Electrical Engineering at the Pontifical Catholic University of Rio de Janeiro, or PUC-Rio.

Mr. Alessandro Monteiro Morgado Horta is one of our founding partners and serves as our CEO and a member of our board of directors. He previously served as vice-president for Banco UBS Pactual and as an executive for UBS Pactual Alternative Investment Management from 2006 to 2009. At Banco Pactual, he served as managing partner, chief operating officer and also led the Long-Term Investments division from 2001 to 2006. He was also a partner of Banco Icatu from 1998 to 2001. He holds a degree in Electrical Engineering from PUC-Rio.

Mr. Paulo Fernando Carvalho de Oliveira is one of our founding partners and serves as a member of our board of directors. He served as an executive for UBS Pactual Alternative Investment Management from 2006 to 2009. He was also a member of the executive committee of Banco Pactual, where he began his career in the Management Information division. In 1997, he joined the Foreign Exchange division, and was made a partner at the bank in 1998. He holds a degree in Mechanical Engineering from PUC-Rio.

Mr. Lywal Salles Filho is a member of our board of directors. He has served as vice-president of the Ethics Counsel of ANBIMA, is presently a member of its board, and serves, as well, on the board of directors of Vitru Inc. He was chairman and CEO of UBS AG in Brazil from 2010 to 2013. He previously served as senior managing director of Itaú Unibanco S.A., leading globally Itaú’s private banking operations and its committee

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for capital markets investments. He also served as chairman of the board of directors of Banco Itaú International and of Itaú Securities in the United States, and was the first CEO of Banco Itaú (Suisse) in Zurich, Switzerland. Prior to joining Itaú, Mr. Salles Filho served in several senior roles for Citibank N.A., including as CEO of the Latin American Affluent Clients segment and was the first chairman for Rede. He also worked for 15 years with The Chase Manhattan Bank in Hong Kong, the United States and in Latin America. He holds a bachelor’s degree in Economics and a post-graduate degree in Economics Engineering from the Universidade Federal de Rio de Janeiro and holds a master’s degree in management from Syracuse University, in the United States.

Mr. Rogério Ladeira Furquim Werneck holds a PhD in Economics from Harvard and is a professor at PUC-Rio. He has served as a member of our board of directors since 2017. He earned a degree in Economics from the Universidade Federal de Minas Gerais in 1970 and earned a master’s degree in Economics from Fundação Getúlio Vargas in 1972, where he also taught as a professor from 1975 to 1977. He has been one of the main professors in the Economics Department at PUC-Rio since 1997. He became head of the Economics Department in 2016, having also served in that role from 1980 to 1985 and from 2002 to 2009. He is a regular columnist in the Brazilian newspapers O Estado de São Paulo and O Globo, for which he writes bi-weekly.

Ms. Ana Marta Horta Veloso holds a degree in Economics from UFMG—Universidade Federal de Minas Gerais and a master’s degree in Economics from UFRJ—Universidade Federal do Rio de Janeiro. She has extensive experience both in the financial and electricity sectors, having been the chief executive officer and investor relations officer of Light S.A. between 2015 and 2017 and again from 2019 to October 2020. She also held the position of officer of Equatorial Energia between 2008 and 2015 and represented Equatorial in the board of directors of its invested companies, such as Cemar, Celpa and Gera Maranhão. In 2018, she served as a consultant for GP Investments and for Credit Suisse Energy Infrastructure Partners. Additionally, she was a board member and a member of the Audit Committee and Compensation Committee at Enel/Eletropaulo from 2018 to 2019, a board member and a member of several committees at Light from 2006 to 2010, a board member at Light from 2015 to 2017 and at Equatorial Energia from 2006 to 2008. She also was a representative of BNDES on the boards of directors of Acesita, Klabin, Vale, Valepar, and Globo Cabo (Net/Claro). She worked at BNDES between 1992 and 2005 and at Banco Pactual between 2000 and 2001, when she was on leave from BNDES, and later in Pactual again, between 2006 and 2008.

Mr. Guilherme Stocco Filho has more than 20 years of experience in building up digital businesses and leading corporate transformations. He is responsible for carrying out successful projects in digital banking (Banco Original); startup investments (Domo Invest), mobile and e-commerce (Buscapé), internet platforms (Microsoft), and advertising (Te Respondo). Currently, he is member of the boards of directors of TOTVS, Banco Original and Grupo SOMA. He is also the co-founder of Squadra Ventures and founder of Hack the Future. He is a frequent presenter on market trends and innovation, and has spoken at more than 120 events in Brazil, Latin America, Canada, the United States, Denmark, and the United Kingdom. He holds a degree in Business Administration from Fundação Armando Alvares Penteado – FAAP (1997) and also presents lectures on innovation at INSPER MBA in São Paulo, Brazil.

Executive Officers

Our executive officers are responsible for the management and representation of our company. We have a strong centralized management team led by Alessandro Monteiro Morgado Horta (our chief executive officer and a member of our board of directors), with broad experience in the financial services industry.

The following table lists the names, ages and position of our current executive officers:

Name	Age	Position
Alessandro Monteiro Morgado Horta	50	Chief Executive Officer
Bruno Augusto Sacchi Zaremba	46	Head of Private Equity and Investor Relations
Sergio Passos Ribeiro	47	Chief Operating Officer and Chief Financial Officer

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The following is a brief summary of the business experience of our executive officers who are not also members of our board of directors. Unless otherwise indicated, the current business address for our executive officers is Av. Bartolomeu Mitre, 336, Leblon, Rio de Janeiro, Brazil, 22431-002.

Bruno Augusto Sacchi Zaremba is the head of our Private Equity team and head of our Investor Relations. Mr. Zaremba started his career in 1996 at Banco Pactual, where he worked as a sell side equity research analyst, leading research for banks, beverages, retail, food and tobacco. After becoming partner of Banco Pactual in 2001, he was assigned to lead the bank’s proprietary equity and debt investments in the U.S. Between 2006 and 2009, he worked in UBS Pactual Alternative Investments Management, with a focus in Private Equity. He joined Vinci Partners in 2009 as a partner, where he has been fully involved with our private equity strategy since the commencement of our operations. Mr. Zaremba holds a bachelor’s degree in Economics from PUC-Rio, is a Chartered Financial Analyst, or CFA, and completed the OPM 50 program at the Harvard Business School.

Sergio Passos Ribeiro heads our Operational, Financial and IT departments as our Chief Operating Officer and Chief Financial Officer. Between 2006 and 2009, he was responsible for accounting at Banco Pactual. He joined Banco Pactual in 1998 and was initially responsible for tax planning. Prior to his time at Banco Pactual, he was a financial consultant for PricewaterhouseCoopers. He holds a degree in Business Administration and Accounting from Universidade Santa Úrsula, an MBA in Finance from Ibmec RJ, and an Executive MBA from the COPPEAD Graduate School of Business of UFRJ.

Foreign Private Issuer Status

Nasdaq listing rules include certain accommodations in the corporate governance requirements that allow foreign private issuers, such as us, to follow “home country” corporate governance practices in lieu of the otherwise applicable corporate governance standards of the Nasdaq. The application of such exceptions requires that we disclose each Nasdaq corporate governance standard that we do not follow and describe the Cayman Islands corporate governance practices we do follow in lieu of the relevant Nasdaq corporate governance standard. We currently follow Cayman Islands corporate governance practices in lieu of the corporate governance requirements of the Nasdaq in respect of the following:

• the majority independent director requirement under Section 5605(b)(1) of Nasdaq listing rules;

• the requirement under Section 5605(c)(2)(A) of Nasdaq listing rules notes that the audit committee must be comprised of at least three members;

• the requirement under Section 5605(d) of Nasdaq listing rules that a compensation committee comprised solely of independent directors governed by a compensation committee charter oversee executive compensation;

• the requirement under Section 5605(e) of Nasdaq listing rules that director nominees be selected or recommended for selection by either a majority of the independent directors or a nominations committee comprised solely of independent directors;

• the requirement under Section 5635(d) of Nasdaq listing rules that a listed issuer obtain stockholder approval prior to issuing or selling securities (or securities convertible into or exercisable for common stock) that equal 20% or more of the issuer’s outstanding common stock or voting power prior to such issuance or sale; and

• the requirement under Section 5605(b)(2) of Nasdaq listing rules that the independent directors have regularly scheduled meetings with only the independent directors present.

Cayman Islands law does not impose a requirement that the board consist of a majority of independent directors or that such independent directors meet regularly without other members present. Nor does Cayman Islands law impose specific requirements on the establishment of a compensation committee or nominating committee or nominating process.

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Controlled Company Exception

Immediately after the completion of this offering, Gilberto Sayão da Silva, will beneficially own 100% of our Class B common shares, representing 77.9% of the voting power of our outstanding share capital (or 77.0% if the underwriters exercise their option to purchase additional Class A common shares in full). As a result, we will be a “controlled company” within the meaning of the corporate governance standards of the Nasdaq corporate governance rules. Under these rules, a company of which more than 50% of the voting power in the election of directors is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements.

As a “controlled company,” we may elect not to comply with certain corporate governance standards, including the requirements (1) that a majority of our board of directors consist of independent directors, (2) that our board of directors have a compensation committee that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities and (3) that our board of directors have a nominating and corporate governance committee that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities. For so long as we qualify as a controlled company, we may take advantage of these exemptions. Accordingly, you will not have the same protections afforded to shareholders of companies that are subject to all of these corporate governance requirements. In the event that we cease to be a “controlled company” and our Class A common shares continue to be listed on the Nasdaq, we will be required to comply with the corporate governance standards within the applicable transition periods.

Committees

Audit Committee

The audit committee, which is expected to consist of Rogério Ladeira Furquim Werneck, Ana Marta Horta Veloso and Guilherme Stocco Filho, will assist our board of directors in overseeing our accounting and financial reporting processes and the audits of our financial statements. In addition, the audit committee will be directly responsible for the appointment, compensation, retention and oversight of the work of our independent registered public accounting firm. Ana Marta Horta Veloso will serve as Chairman of the committee. The audit committee will consist exclusively of members of our board of directors who are financially literate. Ana Marta Horta Veloso is considered an “audit committee financial expert” as defined by the SEC. Our board of directors has determined that Rogério Ladeira Furquim Werneck, Ana Marta Horta Veloso and Guilherme Stocco Filho satisfy the “independence” requirements set forth in Rule 10A-3 under the Exchange Act.

The audit committee will be governed by a charter that complies with Nasdaq rules. Upon the completion of this offering, the audit committee will be responsible for, among other things:

• the appointment, compensation, retention and oversight of any auditor or accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services;

• pre-approving the audit services and non-audit services to be provided by our independent auditor before the auditor is engaged to render such services;

• reviewing and discussing with the independent auditor its responsibilities under generally accepted auditing standards, the planned scope and timing of the independent auditor’s annual audit plan(s) and significant findings from the audit;

• obtaining and reviewing a report from the independent auditor describing all relationships between the independent auditor and the Company consistent with the applicable PCAOB requirements regarding the independent auditor’s communications with the audit committee concerning independence;

• confirming and evaluating the rotation of the audit partners on the audit engagement team as required by law;

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• reviewing with management, in separate meetings whenever the Audit Committee deems appropriate, any analyses or other written communications prepared by the Management and/or the independent auditor setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements, including analyses of the effects of alternative IFRS methods on the financial statements; and other critical accounting policies and practices of the Company;

• reviewing, in conjunction with the Chief Executive Officer and Chief Financial Officer of the Company, the Company’s disclosure controls and procedures and internal control over financial reporting;

• establishing procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters; and

• approving or ratifying any related person transaction (as defined in our related person transaction policy) in accordance with our related person transaction policy.

The audit committee will meet as often as it determines is appropriate to carry out its responsibilities, but in any event will meet at least four times per year.

Code of Ethics

We have adopted a code of ethics applicable to the board of directors and all employees, which covers a broad range of matters including the handling of conflicts of interest, compliance issues and other corporate policies such as insider trading and equal opportunity and non-discrimination standards. Since its effective date, we have not waived compliance with the code of ethics.

Compensation of Directors and Officers

Under Cayman Islands law, we are not required to disclose compensation paid to our senior management on an individual basis and we have not otherwise publicly disclosed this information elsewhere.

For the years ended December 31, 2019 and 2018, the aggregate compensation expense for our executive officers for services in all capacities was R$216,000 and R$198,000, respectively, which includes both benefits paid in kind and compensation. Prior to this offering, we did not have a board of directors in place. See note 19(a) to our audited consolidated financial statements included elsewhere in this prospectus. We have not historically provided any pension, retirement or similar benefits to our directors or executive officers as part of their compensation and consequently we have not accrued any amounts for pension, retirement and similar benefits for our directors and executive officers.

Employment Agreements

None of our executive officers have entered into employment agreements with the Company. None of our directors have entered into service agreements with the Company.

Long-Term Incentive Plan

We expect to implement a Long-Term Incentive Plan for eligible employees in connection with this offering. The Long-Term Incentive Plan will govern the issuance of equity incentive awards with respect to our Class A common shares, we expect that the Long-Term Incentive Plan will not exceed 5% of our common shares at any given time. In connection with this offering, we expect to issue stock options to certain eligible employees, including our executive officers, in an amount between 2.5% to 3.0% of our common shares outstanding after the

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closing of this offering. Such options will have an exercise price per share equal to the price set forth on the cover page of this prospectus, will vest ratably over a period of three years from the date of this prospectus, and expire on the one-year anniversary date of the relevant vesting date.

Our board of directors may adjust the number of Class A common shares available for issuance under the Long-Term Incentive Plan from time to time in its discretion. Equity incentive awards may be granted to our employees, non-employee directors, officers, as well as holders of equity compensation awards granted by a company that may be acquired by us in the future. We consider our employees are our main asset and we believe that enhancing our ability to motivate and reward eligible employees will have positive impact on our operations and leverage returns for our shareholders.

Directors’ and Officers’ Insurance

Prior to the consummation of this offering, we intend to contract civil liability insurance coverage for acts carried out by our directors and executive officers in the course of their duties.

Share Ownership

The shares and any outstanding beneficially owned by our directors and officers and/or entities affiliated with these individuals are disclosed in the section entitled “Principal Shareholders.”

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PRINCIPAL SHAREHOLDERS

The following table and accompanying footnotes present information relating to the beneficial ownership of our Class A common shares and Class B common shares (1) immediately prior to the completion of this offering (after giving effect to the Contribution); (2) following the sale of Class A common shares in this offering, assuming no exercise of the underwriters’ option to purchase additional common shares; and (3) following the sale of Class A common shares in this offering, assuming the underwriters’ option to purchase additional common shares is exercised in full, by:

• each person, or group of affiliated persons, known by us to own beneficially 5% or more of our outstanding shares;

• each of our executive officers and directors that will be in place as of the consummation of this offering, individually; and

• all executive officers and directors as a group.

The number of common shares beneficially owned by each entity, person, executive officer or director is determined in accordance with the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares over which the individual has sole or shared voting power or investment power as well as any shares that the individual has the right to acquire within 60 days through the exercise of any option, warrant or other right. Except as otherwise indicated, and subject to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all common shares held by that person.

The percentages of beneficial ownership in the table below are calculated on the basis of the following numbers of shares outstanding:

• immediately prior to the completion of this offering: 27,175,861 Class A common shares and 14,466,239 Class B common shares;

• following the sale of Class A common shares in this offering, assuming no exercise of the underwriters’ option to purchase additional common shares: 41,049,335 Class A common shares and 14,466,239 Class B common shares; and

• following the sale of Class A common shares in this offering, assuming exercise in full of the underwriters’ option to purchase additional Class A common shares: 43,130,356 Class A common shares and 14,466,239 Class B common shares.

Unless otherwise indicated below, the address for each beneficial owner is c/o Vinci Partners, Av. Bartolomeu Mitre, 336, Leblon, Rio de Janeiro, Brazil, 22431-002.

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	Shares Beneficially Owned Prior to Offering								% of Total Voting Power Before Offering (1)		Shares Beneficially Owned After Offering Without Exercise of Underwriters’ Option								% of Total Voting Power After Offering Without Exercise of Underwriters’ Option (1)		Shares Beneficially Owned After Offering With Full Exercise of Underwriters’ Option								% of Total Voting Power After Offering With Full Exercise of Underwriters’ Option (1)
Shareholders	Class A				Class B						Class A				Class B						Class A				Class B
	Shares		%		Shares		%				Shares		%		Shares		%				Shares		%		Shares		%
5% Shareholders
Gilberto Sayão da Silva (2)		—		—		14,466,239		100.0		84.2		—		—		14,466,239		100.0		77.9		—		0.0		14,466,239		100.0		77.0
Alessandro Monteiro Morgado Horta		8,266,422		30.4		—		—		4.8		8,266,422		20.1		—		—		4.5		8,266,422		19.2		—		—		4.4
Paulo Fernando Carvalho de Oliveira		2,066,605		7.6		—		—		1.2		2,066,605		5.0		—		—		1.1		2,066,605		4.8		—		—		1.1
Executive Officers and Directors
Gilberto Sayão da Silva (2)		—		—		14,466,239		100.0		84.2		—		—		14,466,239		100.0		77.9		—		—		14,466,239		100.0		77.0
Alessandro Monteiro Morgado Horta		8,266,422		30.4		—		—		4.8		8,266,422		20.1		—		—		4.5		8,266,422		19.2		—		—		4.4
Paulo Fernando Carvalho de Oliveira		2,066,605		7.6		—		—		1.2		2,066,605		5.0		—		—		1.1		2,066,605		4.8		—		—		1.1
Lywal Salles Filho		206,661		0.8		—		—		0.1		206,661		0.5		—		—		0.1		206,661		0.5		—		—		0.1
Guilherme Stocco Filho		—		—		—		—		—		—		—		—		—		—		—		—		—		—		—
Ana Marta Horta Veloso		—		—		—		—		—		—		—		—		—		—		—		—		—		—		—
Rogério Ladeira Furquim Werneck		—		—		—		—		—		—		—		—		—		—		—		—		—		—		—
Bruno Augusto Sacchi Zaremba		1,446,624		5.3		—		—		0.8		1,446,624		3.5		—		—		0.8		1,446,624		3.4		—		—		0.8
Sergio Passos Ribeiro		1,239,963		4.6		—		—		0.7		1,239,963		3.0		—		—		0.7		1,239,963		2.9		—		—		0.7
All directors and executive officers as a group (9 persons)		13,226,275		48.7		14,466,239		100.0		91.9		13,226,275		32.2		14,466,239		100.0		85.0		13,226,275		30.7		14,466,239		100.0		84.1
Others (3)		13,949,586		51.3		—		—		8.1		13,949,586		34.0		—		—		7.5		13,949,586		32.3		—		—		7.4
Public float		—		—		—		—		—		13,873,474		33.8		—		—		7.5		15,954,495		37.0		—		—		8.5
Total		27,175,861		100.0		14,466,239		100.0		100.0		41,049,335		100.0		14,466,239		100.0		100.0		48,130,356		100.0		14,466,239		100.0		100.0

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* Represents beneficial ownership of less than 1% of our issued and outstanding common shares.

(1) Percentage of total voting power represents voting power with respect to all of our Class A common shares and Class B common shares, as a single class. A holder of our Class B common shares is entitled to 10 votes per share, whereas holders of our Class A common shares are entitled to one vote per share. For more information about the voting rights of our Class A common shares and Class B common shares, see “Description of Share Capital.”

(2) Includes all of our Class B Common Shares.

(3) Includes all shareholders of Vinci Partners prior to this offering that are not directors or executive officers of Vinci Partners.

The holders of our Class A common shares and Class B common shares have identical rights, except that (1) a holder of Class B common shares is entitled to 10 votes per share, whereas holders of our Class A common shares are entitled to one vote per share; (2) Class B common shares have certain conversion rights; and (3) a holder of Class B common shares is entitled to maintain a proportional ownership interest by purchasing additional Class B common shares in the event that additional Class A common shares are issued. For more information see “Description of Share Capital—Preemptive or Similar Rights.”

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RELATED PARTY TRANSACTIONS

The agreements described in this section, or forms of such agreements as they will be in effect at the time of this offering, are filed as exhibits to the registration statement of which this prospectus forms a part, and the following descriptions are qualified by reference thereto. See also note 19 to the audited annual financial statements included elsewhere in this prospectus for a description of certain transactions with and among our subsidiaries.

Loan Arrangements with Quotaholders

As of December 31, 2018, we had principal and interest in respect of loans that were payable to our quotaholders in the amount of R$8.5 million. The entire balance of these loans was repaid during 2019 and we do not have any current loan arrangements outstanding with quotaholders.

Related Person Transaction Policy

Our related person transaction policy states that any related person transaction must be approved or ratified by our audit committee, board of directors or a designated committee thereof. In determining whether to approve or ratify a transaction with a related person, our audit committee, board of directors or the designated committee will consider all relevant facts and circumstances, including, without limitation, the commercial reasonableness of the terms, of the transaction the benefit and perceived benefit, or lack thereof, to us, opportunity costs of alternate transaction, the materiality and character of the related person’s direct or indirect interest and the actual or apparent conflict of interest of the related person. Our audit committee, board of directors or the designated committee will not approve or ratify a related person transaction unless it has determined that, upon consideration of all relevant information, such transaction is in, or not inconsistent with, our best interests and the best interests of our shareholders.

Indemnification agreements

We intend to enter into indemnification agreements with our directors and executive officers. The indemnification agreements will, and our Articles of Association do, require us to indemnify our directors and executive officers to the fullest extent permitted by law.

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DESCRIPTION OF SHARE CAPITAL

General

Vinci Partners Investments Ltd., the company whose Class A common shares are being offered in this prospectus, was incorporated on September 21, 2020, as a Cayman Islands exempted company with limited liability duly registered with the Cayman Islands Registrar of Companies. Our corporate purposes are unrestricted and we have the authority to carry out any object not prohibited by any law as provided by Section 7(4) of Companies Law (as amended) of the Cayman Islands, or the Companies Law.

Our affairs are governed principally by: (1) Articles of Association; (2) the Companies Law; and (3) the common law of the Cayman Islands. As provided in our Articles of Association, subject to Cayman Islands law, we have full capacity to carry on or undertake any business or activity, do any act or enter into any transaction, and we have, for such purposes, full rights, powers and privileges. Our registered office is c/o Harneys Fiduciary (Cayman) Limited, P.O. Box 10240, Grand Cayman, KY1-1002, Cayman Islands.

Our Articles of Association authorize the issuance of up to 500,000,000 Class A common shares, 250,000,000 Class B common shares (which may be converted into Class A common shares in the manner contemplated in our Articles of Association) and 250,000,000 shares of such class or classes (howsoever designated) and having the rights as our board of directors may determine from time to time in accordance with Article 4 of our Articles of Association. As of the date of this prospectus, 27,175,861 Class A common shares and 14,466,239 Class B common shares of our authorized share capital were issued, fully paid and outstanding. Upon the completion of this offering, we will have 41,049,335 Class A common shares and 14,466,239 Class B common shares of our authorized share capital issued and outstanding, assuming the underwriters do not elect to exercise their option to purchase additional Class A common shares.

We intend to apply to list our Class A common shares, on the Nasdaq under the symbol “VINP.”

Initial settlement of our Class A common shares will take place on the closing date of this offering through The Depository Trust Company, or DTC, in accordance with its customary settlement procedures for equity securities. Each person owning Class A common shares held through DTC must rely on the procedures thereof and on institutions that have accounts therewith to exercise any rights of a holder of the Class A common shares. Persons wishing to obtain certificates for their Class A common shares must make arrangements with DTC.

The following is a summary of the material provisions of our authorized share capital and our Articles of Association.

Share Capital

The Articles of Association authorize two classes of common shares: Class A common shares, which are entitled to one vote per share and Class B common shares, which are entitled to 10 votes per share and to maintain a proportional ownership interest in the event that additional Class A common shares are issued. A holder of Class B common shares may convert Class B common shares at any time into Class A common shares on a share-for-share basis. The rights of the two classes of common shares are otherwise identical, except as described below. See “—Anti-Takeover Provisions in our Articles of Association—Two Classes of Common Shares.”

At the date of this prospectus, after giving effect to the Contribution, our total authorized share capital was US$50,000, divided into 1,000,000,000 shares par value US$0.00005 each, of which:

• 500,000,000 shares are designated as Class A common shares;

• 250,000,000 shares are designated as Class B common shares (which may be converted into Class A common shares in the manner contemplated in our Articles of Association); and

• 250,000,000 shares are as yet undesignated and shall have the rights as our board of directors may determine from time to time in accordance with Article 4 of our Articles of Association.

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The remaining authorized but unissued shares are presently undesignated and may be issued by our board of directors as common shares of any class or as shares with preferred, deferred or other special rights or restrictions.

Following this offering, we will have a total issued share capital of US$235,899,058, divided into 55,515,574 common shares. Those common shares will be divided into 41,049,335 Class A common shares and 14,466,239 Class B common shares (assuming no exercise of the underwriters’ option to purchase additional common shares); or 43,130,356 Class A common shares and 14,466,239 Class B common shares (assuming full exercise of the underwriters’ option to purchase additional shares). See “Capitalization” and “Dilution.”

Treasury Stock

At the date of this prospectus, Vinci Partners has no shares in treasury.

Issuance of Shares

Except as expressly provided in Vinci Partners’ Articles of Association, Vinci Partners’ board of directors has general and unconditional authority to allot, grant options over, offer or otherwise deal with or dispose of any unissued shares in the company’s capital without the approval of our shareholders (whether forming part of the original or any increased share capital), either at a premium or at par, with or without preferred, deferred or other special rights or restrictions, whether in regard to dividend, voting, return of capital or otherwise and to such persons, on such terms and conditions, and at such times as the directors may decide, but so that no share shall be issued at a discount to par, except in accordance with the provisions of the Companies Law. In accordance with its Articles of Association, Vinci Partners shall not issue bearer shares.

Vinci Partners’ Articles of Association provide that at any time that there are Class A common shares in issue, additional Class B common shares may only be issued pursuant to (1) a share split, subdivision of shares or similar transaction or where a dividend or other distribution is paid by the issue of shares or rights to acquire shares or following capitalization of profits; (2) a statutory amalgamation, merger, consolidation, arrangement or other business combination involving the issuance of Class B common shares as full or partial consideration; or (3) an issuance of Class A common shares, whereby a holder of the Class B common shares is entitled to purchase a number of Class B common shares that would allow such holder to maintain its proportional ownership interests in Vinci Partners (following an offer by Vinci Partners to each holder of Class B common shares to issue to such holder, upon the same economic terms and at the same price, such number of Class B common shares as would ensure such holder may maintain a proportional ownership interest in Vinci Partners pursuant to Vinci Partners’ Articles of Association). In light of: (a) the above provisions; (b) the fact that future transfers by holders of Class B common shares will generally result in those shares converting to Class A common shares, subject to limited exceptions as provided in the Articles of Association; and (c) the ten-to-one voting ratio between our Class B common shares and Class A common shares, the holders of our Class B common shares will in many situations continue to maintain control of all matters requiring shareholder approval. This concentration of ownership and voting power will limit or preclude your ability to influence corporate matters for the foreseeable future. For more information see “—Preemptive or Similar Rights.”

Vinci Partners’ Articles of Association also provide that the issuance of non-voting common shares requires the affirmative vote of a majority of the of then-outstanding Class A common shares.

Fiscal Year

Vinci Partners’ fiscal year begins on January 1 of each year and ends on December 31 of the same year.

Voting Rights

The holders of the Class A common shares and Class B common shares have identical rights, except that (1) a holder of Class B common shares is entitled to 10 votes per share, whereas holders of Class A common

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shares are entitled to one vote per share; (2) Class B common shares have certain conversion rights; and (3) a holder of Class B common shares is entitled to maintain a proportional ownership interest in the event that additional Class A common shares are issued. For more information see “—Preemptive or Similar Rights” and “—Conversion.” The holders of Class A common shares and Class B common shares vote together as a single class on all matters (including the election of directors) submitted to a vote of shareholders, except as provided below and as otherwise required by law.

Vinci Partners’ Articles of Association provide as follows regarding the respective rights of holders of Class A common shares and Class B common shares:

(1) Class consents from the holders of Class A common shares and Class B common shares, as applicable, shall be required for any variation to the rights attached to their respective class of shares; however, the Directors may treat the two classes of shares as forming one class if they consider that both such classes would be affected in the same way by the proposal;

(2) the rights conferred on holders of Class A common shares shall not be deemed to be varied by the creation or issue of further Class B common shares and vice versa; and

(3) the rights attaching to the Class A common shares and the Class B common shares shall not be deemed to be varied by the creation or issue of shares with preferred or other rights, including, without limitation, shares with enhanced or weighted voting rights.

As set forth in the Articles of Association, the holders of Class A common shares and Class B common shares, respectively, do not have the right to vote separately if the number of authorized shares of such class is increased or decreased. Rather, the number of authorized Class A common shares and Class B common shares may be increased or decreased (but not below the number of shares of such class then outstanding) by the affirmative vote of the holders of a majority of the voting power of the issued and outstanding Class A common shares and Class B common shares, voting together in a general meeting.

Preemptive or Similar Rights

The Class A common shares and Class B common shares are not entitled to preemptive rights upon transfer and are not subject to conversion (except as described below under “—Conversion”), redemption or sinking fund provisions.

The Class B common shares are entitled to maintain a proportional ownership interest in the event that additional Class A common shares are issued. As such, except for certain exceptions, including the issuance of Class A common shares in furtherance of this offering, if Vinci Partners issues Class A common shares, it must first make an offer to the holders of Class B common shares to issue to such holder on the same economic terms such number of Class B common shares as would ensure such holder may maintain a proportional ownership interest in Vinci Partners. This right to maintain a proportional ownership interest may be waived by holders of Class B common shares.

Conversion

The outstanding Class B common shares are convertible at any time as follows: (1) at the option of the holder, a Class B common share may be converted at any time into one Class A common share or (2) upon the election of the holders of a majority of the then outstanding Class B common shares, all outstanding Class B common shares may be converted into a like number of Class A common shares. In addition, each Class B common share will convert automatically into one Class A common share upon (1) any transfer, whether or not for value, except for certain transfers described in the Articles of Association, including transfers to partnerships, corporations and other entities controlled by Mr. Sayão da Silva and (2) the death or permanent disability of

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Mr. Sayão da Silva. Furthermore, each Class B common share will convert automatically into one Class A common share and no Class B common shares will be issued thereafter if, at any time, the total number of the issued and outstanding Class B common shares is less than 10% of the total aggregate number of common shares outstanding.

No class of Vinci Partners’ common shares may be subdivided or combined unless the other class of common shares is concurrently subdivided or combined in the same proportion and in the same manner.

Equal Status

Except as expressly provided in Vinci Partners’ Articles of Association, Class A common shares and Class B common shares have the same rights and privileges and rank equally, share ratably and are identical in all respects as to all matters. In the event of any merger, consolidation, scheme, arrangement or other business combination requiring the approval of our shareholders entitled to vote thereon (whether or not Vinci Partners is the surviving entity), the holders of Class A common shares shall have the right to receive, or the right to elect to receive, the same form of consideration as the holders of Class B common shares, and the holders of Class A common shares shall have the right to receive, or the right to elect to receive, at least the same amount of consideration on a per share basis as the holders of Class B common shares. In the event of any (1) tender or exchange offer to acquire any Class A common shares or Class B common shares by any third party pursuant to an agreement to which Vinci Partners is a party, or (2) tender or exchange offer by Vinci Partners to acquire any Class A common shares or Class B common shares, the holders of Class A common shares shall have the right to receive, or the right to elect to receive, the same form of consideration as the holders of Class B common shares, and the holders of Class A common shares shall have the right to receive, or the right to elect to receive, at least the same amount of consideration on a per share basis as the holders of Class B common shares.

Record Dates

For the purpose of determining shareholders entitled to notice of, or to vote at, any general meeting of shareholders or any adjournment thereof, or shareholders entitled to receive dividend or other distribution payments, or in order to make a determination of shareholders for any other purpose, Vinci Partners’ board of directors may set a record date which shall not exceed forty (40) clear days prior to the date where the determination will be made.

General Meetings of Shareholders

As a condition of admission to a shareholders’ meeting, a shareholder must be duly registered as a shareholder of Vinci Partners at the applicable record date for that meeting and, in order to vote, all calls or installments then payable by such shareholder to Vinci Partners in respect of the shares that such shareholder holds must have been paid.

Subject to any special rights or restrictions as to voting then attached to any shares, at any general meeting every shareholder who is present in person or by proxy (or, in the case of a shareholder being a corporation, by its duly authorized representative not being himself or herself a shareholder entitled to vote) shall have one vote per Class A common share and 10 votes per Class B common share.

As a Cayman Islands exempted company, Vinci Partners is not obliged by the Companies Law to call annual general meetings; however, the Articles of Association provide that in each year the company will hold an annual general meeting of shareholders, at a time determined by the board of directors; provided that the board of directors of Vinci Partners has the discretion whether or not to hold an annual general meeting in 2020. For the annual general meeting of shareholders, the agenda will include, among other things, the presentation of the annual accounts and the report of the directors. In addition, the agenda for an annual general meeting of shareholders will only include such items as have been included therein by the board of directors.

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Also, Vinci Partners may, but is not required to (unless required by the laws of the Cayman Islands), hold other extraordinary general meetings during the year. General meetings of shareholders are generally expected to take place in Rio de Janeiro, Brazil, but may be held elsewhere if the directors so decide.

The Companies Law provides shareholders a limited right to request a general meeting, and does not provide shareholders with any right to put any proposal before a general meeting in default of a company’s Articles of Association. However, these rights may be provided in a company’s Articles of Association. Vinci Partners’ Articles of Association provide that upon the requisition of one or more shareholders representing not less than one-third of the voting rights entitled to vote at general meetings, the board will convene an extraordinary general meeting and put the resolutions so requisitioned to a vote at such meeting. The Articles of Association provide no other right to put any proposals before annual general meetings or extraordinary general meetings.

Subject to regulatory requirements, the annual general meeting and any extraordinary general meetings must be called by not less than ten (10) clear days’ notice prior to the relevant shareholders meeting and convened by a notice discussed below. Alternatively, upon the prior consent of all holders entitled to receive notice, with regards to the annual general meeting, and the holders of 95% in par value of the shares entitled to attend and vote at an extraordinary general meeting, that meeting may be convened by a shorter notice and in a manner deemed appropriate by those holders.

Vinci Partners will give notice of each general meeting of shareholders by publication on its website and in any other manner that it may be required to follow in order to comply with Cayman Islands law, Nasdaq and SEC requirements. The holders of registered shares may be given notice of a shareholders’ meeting by means of letters sent to the addresses of those shareholders as registered in our shareholders’ register, or, subject to certain statutory requirements, by electronic means.

Holders whose shares are registered in the name of DTC or its nominee, which we expect will be the case for all holders of Class A common shares, will not be a shareholder or member of the company and must rely on the procedures of DTC regarding notice of shareholders’ meetings and the exercise of rights of a holder of the Class A common shares.

A quorum for a general meeting consists of any one or more persons holding or representing by proxy not less than one-third of the aggregate voting power of all shares in issue and entitled to vote upon the business to be transacted.

A resolution put to a vote at a general meeting shall be decided on a poll. An ordinary resolution to be passed by the shareholders at a general meeting requires the affirmative vote of a simple majority of the votes cast by, or on behalf of, the shareholders entitled to vote, present in person or by proxy and voting at the meeting. A special resolution requires the affirmative vote on a poll of no less than two-thirds of the votes cast by the shareholders entitled to vote who are present in person or by proxy at a general meeting. Both ordinary resolutions and special resolutions may also be passed by a unanimous written resolution signed by all the shareholders of our Company, as permitted by the Companies Law and our Articles of Association.

Pursuant to Vinci Partners’ Articles of Association, general meetings of shareholders are to be chaired by the chairman of our board of directors or in his absence the vice-chairman of the board of directors. If the chairman or vice-chairman of our board of directors is absent, the directors present at the meeting shall appoint one of them to be chairman of the general meeting. If neither the chairman nor another director is present at the general meeting within 15 minutes after the time appointed for holding the meeting, the shareholders present in person or by proxy and entitled to vote may elect any one of the shareholders to be chairman. The order of business at each meeting shall be determined by the chairman of the meeting, and he or she shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts and things as are necessary or desirable for the proper conduct of the meeting, including, without limitation, the establishment of

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procedures for the maintenance of order and safety, limitations on the time allotted to questions or comments on the affairs of the Company, restrictions on entry to such meeting after the time prescribed for the commencement thereof, and the opening and closing of the polls.

Liquidation Rights

If Vinci Partners is voluntarily wound up, the liquidator, after taking into account and giving effect to the rights of preferred and secured creditors and to any agreement between Vinci Partners and any creditors that the claims of such creditors shall be subordinated or otherwise deferred to the claims of any other creditors and to any contractual rights of set-off or netting of claims between Vinci Partners and any person or persons (including without limitation any bilateral or any multi-lateral set-off or netting arrangements between the company and any person or persons) and subject to any agreement between Vinci Partners and any person or persons to waive or limit the same, shall apply Vinci Partners’ property in satisfaction of its liabilities pari passu and subject thereto shall distribute the property amongst the shareholders according to their rights and interests in Vinci Partners.

Changes to Capital

Pursuant to the Articles of Association, Vinci Partners may from time to time by ordinary resolution:

• increase its share capital by such sum, to be divided into shares of such amount, as the resolution shall prescribe;

• consolidate and divide all or any of its share capital into shares of a larger amount than its existing shares;

• convert all or any of its paid-up shares into stock and reconvert that stock into paid up shares of any denomination;

• subdivide its existing shares or any of them into shares of a smaller amount; provided that in the subdivision the proportion between the amount paid and the amount, if any, unpaid on each reduced share shall be the same as it was in the case of the share from which the reduced share is derived; or

• cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person and diminish the amount of its share capital by the amount of the shares so cancelled.

Vinci Partners’ shareholders may by special resolution, subject to confirmation by the Grand Court of the Cayman Islands on an application by the Company for an order confirming such reduction, reduce its share capital or any capital redemption reserve in any manner permitted by law.

In addition, subject to the provisions of the Companies Law and our Articles of Association, Vinci Partners may:

• issue shares on terms that they are to be redeemed or are liable to be redeemed;

• purchase its own shares (including any redeemable shares); and

• make a payment in respect of the redemption or purchase of its own shares in any manner authorized by the Companies Law, including out of its own capital.

Transfer of Shares

Subject to any applicable restrictions set forth in the Articles of Association, any shareholder of Vinci Partners may transfer all or any of his or her common shares by an instrument of transfer in the usual or common form or in the form prescribed by the Nasdaq or any other form approved by the Company’s board of directors.

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The Class A common shares sold in this offering will be traded on the Nasdaq in book-entry form and may be transferred in accordance with Vinci Partners’ Articles of Association and Nasdaq’s rules and regulations.

However, Vinci Partners’ board of directors may, in its absolute discretion, decline to register any transfer of any common share which is either not fully paid up to a person of whom it does not approve or is issued under any share incentive scheme for employees which contains a transfer restriction that is still applicable to such common share. The board of directors may also decline to register any transfer of any common share unless:

• a fee of such maximum sum as the Nasdaq may determine to be payable or such lesser sum as the board of directors may from time to time require is paid to Vinci Partners in respect thereof;

• the instrument of transfer is lodged with Vinci Partners, accompanied by the certificate (if any) for the common shares to which it relates and such other evidence as our board of directors may reasonably require to show the right of the transferor to make the transfer;

• the instrument of transfer is in respect of only one class of shares;

• the instrument of transfer is properly stamped, if required;

• the common shares transferred are free of any lien in favor of Vinci Partners; and

• in the case of a transfer to joint holders, the transfer is not to more than four joint holders.

If the directors refuse to register a transfer, they are required, within two months after the date on which the instrument of transfer was lodged, to send to the transferee notice of such refusal.

Share Repurchase

The Companies Law and the Articles of Association permit Vinci Partners to purchase its own shares, subject to certain restrictions. The board of directors may only exercise this power on behalf of Vinci Partners, subject to the Companies Law, the Articles of Association and to any applicable requirements imposed from time to time by the SEC, the Nasdaq, or by any recognized stock exchange on which our securities are listed.

Dividends and Capitalization of Profits

We intend to pay semi-annual cash dividends on our common shares initially at an amount equal to at least 50% of our Distributable Earnings. Subject to the Companies Law, Vinci Partners’ shareholders may, by resolution passed by a simple majority of the voting rights entitled to vote at a general meeting, declare dividends (including interim dividends) to be paid to shareholders but no dividend shall be declared in excess of the amount recommended by the board of directors. The board of directors may also declare dividends. Dividends may be declared and paid out of funds lawfully available to Vinci Partners. Except as otherwise provided by the rights attached to shares and the Articles of Association of Vinci Partners, all dividends shall be paid in proportion to the number of Class A common shares or Class B common shares a shareholder holds at the date the dividend is declared (or such other date as may be set as a record date); but, (1) if any share is issued on terms providing that it shall rank for dividend as from a particular date, that share shall rank for dividend accordingly; and (2) where we have shares in issue which are not fully paid up (as to par value), we may pay dividends in proportion to the amounts paid up on each share.

The holders of Class A common shares and Class B common shares shall be entitled to share equally in any dividends that may be declared in respect of Vinci Partners’ common shares from time to time. In the event that a dividend is paid in the form of Class A common shares or Class B common shares, or rights to acquire Class A common shares or Class B common shares, (1) the holders of Class A common shares shall receive Class A common shares, or rights to acquire Class A common shares, as the case may be and (2) the holders of Class B common shares shall receive Class B common shares, or rights to acquire Class B common shares, as the case may be.

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Appointment, Disqualification and Removal of Directors

Vinci Partners is managed by its board of directors. The Articles of Association provide that, unless otherwise determined by a special resolution of shareholders, the board of directors will be composed of four to eleven directors, with the number being determined by a majority of the directors then in office. There are no provisions relating to retirement of directors upon reaching any age limit. The Articles of Association also provide that, while Vinci Partners’ shares are admitted to trading on the Nasdaq, the board of directors must always comply with the residency and citizenship requirements of the U.S. securities laws applicable to foreign private issuers.

The Articles of Association provide that directors shall be elected by an ordinary resolution of our shareholders, which requires the affirmative vote of a simple majority of the votes cast on the resolution by the shareholders entitled to vote who are present, in person or by proxy, at the meeting. Each director shall be appointed and elected for such term as the resolution appointing him or her may determine or until his or her death, resignation or removal.

By the listing date of this offering, the directors will be Gilberto Sayão da Silva, Alessandro Monteiro Morgado Horta, Paulo Fernando Carvalho de Oliveira, Lywal Salles Filho, Rogério Ladeira Furquim Werneck, Ana Marta Horta Veloso and Guilherme Stocco Filho. Rogério Ladeira Furquim Werneck, Ana Marta Horta Veloso and Guilherme Stocco Filho are “independent” as that term is defined under the applicable rules and regulations of the SEC and the listing standards of the Nasdaq.

Any vacancies on the board of directors that arise other than upon the removal of a director by resolution passed at a general meeting can be filled by the remaining directors (notwithstanding that they may constitute less than a quorum). Any such appointment shall be as an interim director to fill such vacancy until the next annual general meeting of shareholders.

Additions to the existing board (within the limits set pursuant to the Articles of Association) may be made by ordinary resolution of the shareholders.

Upon the completion of this offering, the board of directors will have in place an audit committee. See “Management—Audit Committee.”

Grounds for Removing a Director

A director may be removed with or without cause by ordinary resolution. The notice of general meeting must contain a statement of the intention to remove the director and must be served on the director not less than ten calendar days before the meeting. The director is entitled to attend the meeting and be heard on the motion for his removal.

The office of a director will be vacated automatically if he or she (1) becomes prohibited by law from being a director; (2) becomes bankrupt or makes an arrangement or composition with his creditors; (3) dies or is in the opinion of all his co-directors, incapable by reason of mental disorder of discharging his duties as director; (4) resigns his office by notice to us; or (5) has for more than six months been absent without permission of the directors from meetings of the board of directors held during that period, and the remaining directors resolve that his or her office be vacated.

Proceedings of the Board of Directors

The Articles of Association provide that Vinci Partners’ business is to be managed and conducted by the board of directors. The quorum necessary for the board meeting shall be a simple majority of the directors then in office (subject to there being a minimum of two directors present) and business at any meeting shall be decided by a majority of votes. In the case of an equality of votes, the chairman shall have a casting vote.

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Subject to the provisions of the Articles of Association, the board of directors may regulate its proceedings as they determine is appropriate. Board meetings shall be held at least once every calendar quarter and shall take place either in São Paulo, Brazil or at such other place as the directors may determine.

Subject to the provisions of the Articles of Association, any directions given by ordinary resolution of the shareholders and the listing rules of the Nasdaq, the board of directors may from time to time at its discretion exercise all powers of Vinci Partners, including, subject to the Companies Law, the power to issue debentures, bonds and other securities of the company, whether outright or as collateral security for any debt, liability or obligation of our company or of any third party.

Inspection of Books and Records

Holders of Vinci Partners shares will have no general right under Cayman Islands law to inspect or obtain copies of the list of shareholders or corporate records of the Company. However, the board of directors may determine from time to time whether and to what extent Vinci Partners’ accounting records and books shall be open to inspection by shareholders who are not members of the board of directors. Notwithstanding the above, the Articles of Association provide shareholders with the right to receive annual financial statements. Such right to receive annual financial statements may be satisfied by publishing the same on the company’s website or filing such annual reports as we are required to file with the SEC.

Register of Shareholders

The Class A common shares offered in this offering will be held through DTC, and DTC or Cede & Co., as nominee for DTC, will be recorded in the shareholders’ register as the holder of our Class A common shares.

Under Cayman Islands law, Vinci Partners must keep a register of shareholders that includes:

• the names and addresses of the shareholders, a statement of the shares held by each member, and of the amount paid or agreed to be considered as paid, on the shares of each member;

• the date on which the name of any person was entered on the register as a member; and

• the date on which any person ceased to be a member.

Under Cayman Islands law, the register of shareholders of Vinci Partners is prima facie evidence of the matters set out therein (i.e., the register of shareholders will raise a presumption of fact on the matters referred to above unless rebutted) and a shareholder registered in the register of shareholders is deemed as a matter of Cayman Islands law to have prima facie legal title to the shares as set against his or her name in the register of shareholders. Upon the completion of this offering, the register of shareholders will be immediately updated to record and give effect to the issuance of new Class A common shares in this offering. Once the register of shareholders has been updated, the shareholders recorded in the register of shareholders should be deemed to have legal title to the shares set against their name.

If the name of any person is incorrectly entered in or omitted from the register of shareholders, or if there is any default or unnecessary delay in entering on the register the fact of any person having ceased to be a shareholder of Vinci Partners, the person or member aggrieved (or any shareholder of Vinci Partners, or Vinci Partners itself) may apply to the Cayman Islands Grand Court for an order that the register be rectified, and the Court may either refuse such application or it may, if satisfied of the justice of the case, make an order for the rectification of the register.

Exempted Company

Vinci Partners is an exempted company with limited liability under the Companies Law. The Companies Law distinguishes between ordinary resident companies and exempted companies. Any company that is

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registered in the Cayman Islands but conducts business mainly outside of the Cayman Islands may apply to be registered as an exempted company. The requirements for an exempted company are essentially the same as for an ordinary company except for the exemptions and privileges listed below:

• an exempted company does not have to file an annual return of its shareholders with the Registrar of Companies;

• an exempted company’s register of shareholders is not open to inspection;

• an exempted company does not have to hold an annual general meeting;

• an exempted company may obtain an undertaking against the imposition of any future taxation (such undertakings are usually given for 20 years in the first instance);

• an exempted company may register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands;

• an exempted company may register as a limited duration company; and

• an exempted company may register as a segregated portfolio company.

“Limited liability” means that the liability of each shareholder is limited to the amount unpaid by the shareholder on the shares of the company (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil).

Upon the closing of this offering, Vinci Partners will be subject to reporting and other informational requirements of the Exchange Act, as applicable to foreign private issuers. Except as otherwise disclosed in this prospectus, Vinci Partners currently intends to comply with the Nasdaq rules in lieu of following home country practice after the closing of this offering.

Anti-Takeover Provisions in our Articles of Association

Some provisions of the Articles of Association may discourage, delay or prevent a change in control of Vinci Partners or management that shareholders may consider favorable. In particular, the capital structure of Vinci Partners concentrates ownership of voting rights in the hands of Mr. Sayão da Silva. These provisions, which are summarized below, are expected to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of Vinci Partners to first negotiate with the board of directors. However, these provisions could also have the effect of discouraging others from attempting hostile takeovers and, as a consequence, they may also inhibit temporary fluctuations in the market price of the Class A common shares that often result from actual or rumored hostile takeover attempts. These provisions may also have the effect of preventing changes in the management of Vinci Partners. It is possible that these provisions could make it more difficult to accomplish transactions that shareholders may otherwise deem to be in their best interests.

Two Classes of Common Shares

The Class B common shares of Vinci Partners are entitled to 10 votes per share, while the Class A common shares are entitled to one vote per share. Since Gilberto Sayão da Silva owns of all of the Class B common shares, Mr. Sayão da Silva currently has the ability to elect a majority of the directors and to determine the outcome of most matters submitted for a vote of shareholders. This concentrated voting control could discourage others from initiating any potential merger, takeover, or other change of control transaction that other shareholders may view as beneficial.

So long as Mr. Sayão da Silva has the ability to determine the outcome of most matters submitted to a vote of shareholders as well as the overall management and direction of Vinci Partners, third parties may be deterred

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in their willingness to make an unsolicited merger, takeover, or other change of control proposal, or to engage in a proxy contest for the election of directors. As a result, the fact that Vinci Partners has two classes of common shares may have the effect of depriving you as a holder of Class A common shares of an opportunity to sell your Class A common shares at a premium over prevailing market prices and make it more difficult to replace the directors and management of Vinci Partners. See “Risk Factors—Certain Risks Relating to Our Class A Common Shares and the Offering—Gilberto Sayão da Silva will own 100% of our outstanding Class B common shares, which will represent approximately 77.9% of the voting power of our issued share capital following this offering, and will control all matters requiring shareholder approval. This concentration of ownership and voting power limits your ability to influence corporate matters.”

Preferred Shares

Vinci Partners’ board of directors is given wide powers to issue one or more classes or series of shares with preferred rights. Such preferences may include, for example, dividend rights, conversion rights, redemption privileges, enhanced voting powers and liquidation preferences.

Despite the anti-takeover provisions described above, under Cayman Islands law, Vinci Partners’ board of directors may only exercise the rights and powers granted to them under the Articles of Association, for what they believe in good faith to be in the best interests of the Company.

Protection of Non-Controlling Shareholders

The Grand Court of the Cayman Islands may, on the application of shareholders holding not less than one fifth of the shares of Vinci Partners in issue, appoint an inspector to examine the Company’s affairs and report thereon in a manner as the Grand Court shall direct.

Subject to the provisions of the Companies Law, any shareholder may petition the Grand Court of the Cayman Islands which may make a winding up order, if the court is of the opinion that this winding up is just and equitable.

Notwithstanding the U.S. securities laws and regulations that are applicable to Vinci Partners, general corporate claims against Vinci Partners by its shareholders must, as a general rule, be based on the general laws of contract or tort applicable in the Cayman Islands or their individual rights as shareholders as established by Vinci Partners’ Articles of Association.

The Cayman Islands courts ordinarily would be expected to follow English case law precedents, which permit a minority shareholder to commence a representative action against Vinci Partners, or derivative actions in Vinci Partners’ name, to challenge (1) an act which is ultra vires or illegal; (2) an act which constitutes a fraud against the minority and the wrongdoers themselves control Vinci Partners; and (3) an irregularity in the passing of a resolution that requires a qualified (or special) majority.

Registration Rights and Restricted Shares

Although no shareholders of Vinci Partners have formal registration rights, they or entities controlled by them or their permitted transferees will, subject to the lock-up agreements described below, be able to sell their shares in the public market from time to time without registering them, subject to certain limitations on the timing, amount and method of those sales imposed by regulations promulgated by the SEC. Vinci Partners and our directors and executive officers have agreed to lock-up agreements that restrict us and them, subject to specified exceptions, from selling or otherwise disposing of any shares for a period of 180 days after the date of this prospectus without the prior consent of the representatives for the underwriters. However, the underwriters may, in their sole discretion and without notice, release all or any portion of the shares from the restrictions in any of the lock-up agreements described above. In addition, these lock-up agreements are subject to the exceptions described in “Class A Common Shares Eligible for Future Sale,” including the right for Vinci Partners to issue new shares if we carry out an acquisition or enter into a merger, joint venture or strategic participation.

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Principal Differences between Cayman Islands and U.S. Corporate Law

The Companies Law was modelled originally after similar laws in England and Wales but does not follow subsequent statutory enactments in England and Wales. In addition, the Companies Law differs from laws applicable to U.S. corporations and their shareholders. Set forth below is a summary of the significant differences between the provisions of the Companies Law applicable to Vinci Partners and the laws applicable to companies incorporated in the United States and their shareholders.

Mergers and Similar Arrangements

The Companies Law permits mergers and consolidations between Cayman Islands companies and between Cayman Islands companies and non-Cayman Islands companies.

For these purposes, (a) “merger” means the merging of two or more constituent companies and the vesting of their undertaking, property and liabilities in one of such companies as the surviving company and (b) a “consolidation” means the combination of two or more constituent companies into a consolidated company and the vesting of the undertaking, property and liabilities of such companies in the consolidated company. In order to effect such a merger or consolidation, the directors of each constituent company must approve a written plan of merger or consolidation, which must then be authorized by (a) a special resolution of the shareholders of each constituent company; and (b) such other authorization, if any, as may be specified in such constituent company’s articles of association. The plan must be approved by the directors of each constituent company and filed with the Registrar of Companies together with a declaration that: (1) the solvency of the consolidated or surviving company; (2) the merger or consolidation is bona fide and not intended to defraud unsecured creditors of the constituent companies; (3) no petition or other similar proceeding has been filed and remains outstanding and no order or resolution to wind up the company in any jurisdiction; (4) no receiver, trustee, administrator or similar person has been appointed in any jurisdiction and is acting in respect of the constituent company, its affairs or property; (5) no scheme, order, compromise or similar arrangement has been entered into or made in any jurisdiction with creditors; (6) a list of the assets and liabilities of each constituent company; (7) the non-surviving constituent company has retired from any fiduciary office held or will do so; (8) the constituent company has complied with any requirements under the regulatory laws, where relevant; and (9) an undertaking that a copy of the certificate of merger or consolidation will be given to the members and creditors of each constituent company and published in the Cayman Islands Gazette.

Dissenting shareholders have the right to be paid the fair value of their shares (which, if not agreed between the parties, may be determined by the Cayman Islands court) if they follow the required procedures, subject to certain exceptions. Court approval is not required for a merger or consolidation which is effected in compliance with these statutory procedures.

In addition, there are statutory provisions that facilitate the reconstruction and amalgamation of companies; provided that the arrangement in question is approved by a majority in number of each class of shareholders and creditors with whom the arrangement is to be made, and who must in addition represent three-fourths in value of each such class of shareholders or creditors, as the case may be, that are present and voting either in person or by proxy at a meeting, or meetings convened for that purpose. The convening of the meetings and subsequently the arrangement must be sanctioned by the Grand Court of the Cayman Islands. While a dissenting shareholder would have the right to express to the court the view that the transaction should not be approved, the court can be expected to approve the arrangement if it satisfies itself that:

• Vinci Partners is not proposing to act illegally or ultra vires and the statutory provisions as to majority vote have been complied with;

• the shareholders have been fairly represented at the meeting in question;

• the arrangement is such that may be reasonably approved by an intelligent and honest man of that class acting in respect of his interest; and

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• the arrangement is not one that would more properly be sanctioned under some other provision of the Companies Law or that would amount to a “fraud on the minority.”

When a takeover offer is made and accepted by holders of 90.0% in value of the shares affected within four months, the offeror may, within a two-month period, require the holders of the remaining shares to transfer such shares on the terms of the offer. An objection may be made to the Grand Court of the Cayman Islands but is unlikely to succeed unless there is evidence of fraud, bad faith or collusion.

If the arrangement and reconstruction are thus approved, any dissenting shareholders would have no rights comparable to appraisal rights, which might otherwise ordinarily be available to dissenting shareholders of U.S. corporations and allow such dissenting shareholders to receive payment in cash for the judicially determined value of their shares.

Shareholders’ Suits

Class actions are not recognized in the Cayman Islands, but groups of shareholders with identical interests may bring representative proceedings, which are similar. However, a class action suit could nonetheless be brought in a U.S. court pursuant to an alleged violation of U.S. securities laws and regulations.

In principle, Vinci Partners itself would normally be the proper plaintiff and as a general rule, whilst a derivative action may be initiated by a minority shareholder on behalf of Vinci Partners in a Cayman Islands court, such shareholder will not be able to continue those proceedings without the permission of a Grand Court judge, who will only allow the action to continue if the shareholder can demonstrate that Vinci Partners has a good case against the Defendant, and that it is proper for the shareholder to continue the action rather than the Company’s board of directors. Examples of circumstances in which derivative actions would be permitted to continue are where:

• a company is acting or proposing to act illegally or beyond the scope of its authority;

• the act complained of, although not beyond the scope of its authority, could be effected duly if authorized by more than a simple majority vote that has not been obtained; and

• those who control the company are perpetrating a “fraud on the minority.”

Corporate Governance

Cayman Islands law restricts transactions between a company and its directors unless there are provisions in the Articles of Association which provide a mechanism to alleviate possible conflicts of interest. Additionally, Cayman Islands law imposes on directors’ duties of care and skill and fiduciary duties to the companies which they serve. Under Vinci Partners’ Articles of Association, a director must disclose the nature and extent of his interest in any contract or arrangement, and following such disclosure and subject to any separate requirement under applicable law or the listing rules of the Nasdaq, and unless disqualified by the chairman of the relevant meeting, the interested director may vote in respect of any transaction or arrangement in which he or she is interested. The interested director shall be counted in the quorum at such meeting and the resolution may be passed by a majority of the directors present at the meeting.

Subject to the foregoing and our Articles of Association, our directors may exercise all the powers of Vinci Partners to vote compensation to themselves or any member of their body in the absence of an independent quorum. Our Articles of Association provide that, in the event a compensation committee is established, it shall be made up of such number of independent directors as is required from time to time by the Nasdaq rules (or as otherwise may be required by law).

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As a foreign private issuer, we are permitted to follow home country practice in lieu of certain Nasdaq corporate governance rules, subject to certain requirements. We currently rely, and will continue to rely, on the foreign private issuer exemption with respect to the following rules:

• Nasdaq Rule 5605(b), which requires that independent directors comprise a majority of a company’s board of directors. As allowed by the laws of the Cayman Islands, independent directors do not comprise a majority of our board of directors.

• Nasdaq Rule 5605(e)(1), which requires that a company have a nominations committee comprised solely of “independent directors” as defined by the Nasdaq. As allowed by the laws of the Cayman Islands, we do not have a nominations committee nor do we have any current intention to establish one.

• Nasdaq Rule 5605(d) & (e), which require that compensation for our executive officers and selection of our director nominees be determined by a majority of independent directors. As allowed by the laws of the Cayman Islands, we do not have a nomination and corporate governance committee nor do we have any current intention to establish one.

Borrowing Powers

Vinci Partners’ directors may exercise all the powers of Vinci Partners to borrow money and to mortgage or charge its undertaking, property and assets (present and future) and uncalled capital or any part thereof and to issue debentures, debenture stock, mortgages, bonds and other such securities whether outright or as security for any debt, liability or obligation of Vinci Partners or of any third party. Such powers may be varied by a special resolution of shareholders (requiring a two-thirds majority vote of those shareholders attending and voting at a quorate meeting).

Indemnification of Directors and Executive Officers and Limitation of Liability

The Companies Law does not limit the extent to which a company’s articles of association may provide for indemnification of directors and officers, except to the extent that it may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime. Vinci Partners’ Articles of Association provide that we shall indemnify and hold harmless our directors and officers against all actions, proceedings, costs, charges, expenses, losses, damages, liabilities, judgments, fines, settlements and other amounts incurred or sustained by such directors or officers, other than by reason of such person’s dishonesty, willful default or fraud, in or about the conduct of our company’s business or affairs (including as a result of any mistake of judgment) or in the execution or discharge of his duties, powers, authorities or discretions, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by such director or officer in defending (whether successfully or otherwise) any civil, criminal or other proceedings concerning Vinci Partners or our affairs in any court whether in the Cayman Islands or elsewhere. This standard of conduct is generally the same as permitted under the Delaware General Corporation Law for a Delaware corporation.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to Vinci Partners’ directors, officers or persons controlling the Company under the foregoing provisions, we have been informed that, in the opinion of the SEC, this indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Directors’ Fiduciary Duties

As a matter of Cayman Islands law, a director of a Cayman Islands company is in the position of a fiduciary with respect to the company. Accordingly, directors owe fiduciary duties to their companies to act bona fide in what they consider to be the best interests of the company, to exercise their powers for the purposes for which they are conferred and not to place themselves in a position where there is a conflict between their personal

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interests and their duty to the company. Accordingly, a director owes a company a duty not to make a profit based on his or her position as director (unless the company permits him or her to do so) and a duty not to put himself or herself in a position where the interests of the company conflict with his or her personal interest or his or her duty to a third party. However, this obligation may be varied by the company’s articles of association, which may permit a director to vote on a matter in which he has a personal interest provided that he has disclosed that nature of his interest to the board of directors. Vinci Partners’ Articles of Association provides that a director must disclose the nature and extent of his or her interest in any contract or arrangement, and following such disclosure and subject to any separate requirement under applicable law or the listing rules of the Nasdaq, and unless disqualified by the chairman of the relevant meeting, such director may vote in respect of any transaction or arrangement in which he or she is interested and may be counted in the quorum at the meeting.

A director of a Cayman Islands company also owes to the company duties to exercise independent judgment in carrying out his functions and to exercise reasonable skill, care and diligence, which has both objective and subjective elements. Recent Cayman Islands case law confirmed that directors must exercise the care, skill and diligence that would be exercised by a reasonably diligent person having the general knowledge, skill and experience reasonably to be expected of a person acting as a director. Additionally, a director must exercise the knowledge, skill and experience which he or she actually possesses.

A general notice may be given to the board of directors to the effect that (1) the director is a member or officer of a specified company or firm and is to be regarded as interested in any contract or arrangement which may after the date of the notice be made with that company or firm; or (2) he or she is to be regarded as interested in any contract or arrangement which may after the date of the notice to the board of directors be made with a specified person who is connected with him or her, which will be deemed sufficient declaration of interest. This notice shall specify the nature of the interest in question. Following the disclosure being made pursuant to Vinci Partners’ Articles of Association and subject to any separate requirement under applicable law or the listing rules of the Nasdaq, and unless disqualified by the chairman of the relevant meeting, a director may vote in respect of any transaction or arrangement in which he or she is interested and may be counted in the quorum at the meeting.

In comparison, under Delaware corporate law, a director of a Delaware corporation has a fiduciary duty to the corporation and its shareholders. This duty has two components: the duty of care and the duty of loyalty. The duty of care requires that a director act in good faith, with the care that an ordinarily prudent person would exercise under similar circumstances. Under this duty, a director must inform himself or herself of, and disclose to shareholders, all material information reasonably available regarding a significant transaction. The duty of loyalty requires that a director act in a manner he or she reasonably believes to be in the best interests of the company. He or she must not use his or her corporate position for personal gain or advantage. This duty prohibits self-dealing by a director and mandates that the best interest of the corporation and its shareholders take precedence over any interest possessed by a director, officer or controlling shareholder and not shared by the shareholders generally. In general, actions of a director are presumed to have been made on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the company. However, this presumption may be rebutted by evidence of a breach of one of the fiduciary duties. Should such evidence be presented concerning a transaction by a director, a director must prove the procedural fairness of the transaction, and that the transaction was of fair value to the company.

Shareholder Proposals

Under the Delaware General Corporation Law, a shareholder has the right to put any proposal before the annual meeting of shareholders, provided it complies with the notice provisions in the governing documents. The Delaware General Corporation Law does not provide shareholders an express right to put any proposal before the annual meeting of shareholders, but Delaware corporations generally afford shareholders an opportunity to make proposals and nominations provided that they comply with the notice provisions in the certificate of incorporation or bylaws. A special meeting may be called by the board of directors or any other person

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authorized to do so in the governing documents, but shareholders may be precluded from calling special meetings.

The Companies Law provides shareholders with only limited rights to requisition a general meeting, and does not provide shareholders with any right to put any proposal before a general meeting. However, these rights may be provided in a company’s articles of association. Vinci Partners’ Articles of Association provide that upon the requisition of one or more shareholders representing not less than one-third of the voting rights entitled to vote at general meetings, the board will convene an extraordinary general meeting and put the resolutions so requisitioned to a vote at such meeting. The Articles of Association provide no other right to put any proposals before annual general meetings or extraordinary general meetings.

Cumulative Voting

Under the Delaware General Corporation Law, cumulative voting for elections of directors is not permitted unless the corporation’s certificate of incorporation specifically provides for it. Cumulative voting potentially facilitates the representation of minority shareholders on a board of directors since it permits the minority shareholder to cast all the votes to which the shareholder is entitled on a single director, which increases the shareholder’s voting power with respect to electing such director. As permitted under Cayman Islands law, Vinci Partners’ Articles of Association do not provide for cumulative voting. As a result, the shareholders of Vinci Partners are not afforded any less protections or rights on this issue than shareholders of a Delaware corporation.

Removal of Directors

The office of a director shall be vacated automatically if, among other things, he or she (1) becomes prohibited by law from being a director; (2) becomes bankrupt or makes an arrangement or composition with his creditors; (3) dies or is, in the opinion of all his co-directors, incapable by reason of mental disorder of discharging his duties as director; (4) resigns his office by notice to us; or (5) has for more than six months been absent without permission of the directors from meetings of the board of directors held during that period, and the remaining directors resolve that his/her office be vacated.

Transaction with Interested Shareholders

The Delaware General Corporation Law provides that unless the corporation has specifically elected not to be governed by this statute, it is prohibited from engaging in certain business combinations with an “interested shareholder” for three years following the date that this person becomes an interested shareholder. An interested shareholder generally is a person or a group who or which owns or owned 15% or more of the target’s outstanding voting shares or who or which is an affiliate or associate of the corporation and owned 15% or more of the corporation’s outstanding voting shares within the past three years. This has the effect of limiting the ability of a potential acquirer to make a two-tiered bid for the target in which all shareholders would not be treated equally. The statute does not apply if, among other things, prior to the date on which the shareholder becomes an interested shareholder, the board of directors approves either the business combination or the transaction which resulted in the person becoming an interested shareholder. This encourages any potential acquirer of a Delaware corporation to negotiate the terms of any acquisition transaction with the target’s board of directors.

Cayman Islands law has no comparable statute. As a result, Vinci Partners cannot avail itself of the types of protections afforded by the Delaware business combination statute. However, although Cayman Islands law does not regulate transactions between a company and its significant shareholders, it does provide that the board of directors owe duties to ensure that these transactions are entered into bona fide in the best interests of the company and for a proper corporate purpose and, as noted above, a transaction may be subject to challenge if it has the effect of constituting a fraud on the minority shareholders.

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Dissolution; Winding Up

Under the Delaware General Corporation Law, unless the board of directors approves the proposal to dissolve, dissolution must be approved by shareholders holding 100% of the total voting power of the corporation. If the dissolution is initiated by the board of directors it may be approved by a simple majority of the corporation’s outstanding shares. Delaware law allows a Delaware corporation to include in its certificate of incorporation a supermajority voting requirement in connection with dissolutions initiated by the board. Under Cayman Islands law, a company may be wound up by either an order of the courts of the Cayman Islands or by a special resolution of its members or, if the company resolves by ordinary resolution that it be wound up because it is unable to pay its debts as they fall due. The court has authority to order winding up in a number of specified circumstances including where it is, in the opinion of the court, just and equitable to do so.

Under the Companies Law, Vinci Partners may be dissolved, liquidated or wound up by a special resolution of shareholders (requiring a two-thirds majority vote of those shareholders attending and voting at a quorate meeting). Vinci Partners’ Articles of Association also give its board of directors authority to petition the Cayman Islands Court to wind up Vinci Partners.

Variation of Rights of Shares

Under the Delaware General Corporation Law, a corporation may vary the rights of a class of shares with the approval of a majority of the outstanding shares of that class, unless the certificate of incorporation provides otherwise. Under Vinci Partners’ Articles of Association, if the share capital is divided into more than one class of shares, the rights attached to any class may only be varied with the written consent of the holders of two-thirds of the shares of that class or the sanction of a special resolution passed at a separate meeting of the holders of the shares of that class.

Also, except with respect to share capital (as described above), alterations to Vinci Partners’ Articles of Association may only be made by special resolution of shareholders (requiring a two-thirds majority vote of those shareholders attending and voting at a quorate meeting).

Amendment of Governing Documents

Under the Delaware General Corporation Law, a corporation’s certificate of incorporation may be amended only if adopted and declared advisable by the board of directors and approved by a majority of the outstanding shares entitled to vote, and the bylaws may be amended with the approval of a majority of the outstanding shares entitled to vote and may, if so provided in the certificate of incorporation, also be amended by the board of directors. Under Cayman Islands law, Vinci Partners’ Articles of Association generally (and save for certain amendments to share capital described in this section) may only be amended by special resolution of shareholders (requiring a two-thirds majority vote of those shareholders attending and voting at a quorate meeting).

Rights of Non-Resident or Foreign Shareholders

There are no limitations imposed by Vinci Partners’ Articles of Association on the rights of non-resident or foreign shareholders to hold or exercise voting rights on Vinci Partners’ shares. In addition, there are no provisions in the Articles of Association governing the ownership threshold above which shareholder ownership must be disclosed.

Cayman Islands Data Protection

We have certain duties under the Data Protection Law, 2017 of the Cayman Islands, or the DPL, based on internationally accepted principles of data privacy.

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Privacy Notice

This privacy notice puts our shareholders on notice that through your investment in us you will provide us with certain personal information which constitutes personal data within the meaning of the DPL, or personal data.

Investor Data

We will collect, use, disclose, retain and secure personal data to the extent reasonably required only and within the parameters that could be reasonably expected during the normal course of business. We will only process, disclose, transfer or retain personal data to the extent legitimately required to conduct our activities of on an ongoing basis or to comply with legal and regulatory obligations to which we are subject. We will only transfer personal data in accordance with the requirements of the DPL, and will apply appropriate technical and organisational information security measures designed to protect against unauthorized or unlawful processing of the personal data and against the accidental loss, destruction or damage to the personal data.

In our use of this personal data, we will be characterized as a “data controller” for the purposes of the DPL, while our affiliates and service providers who may receive this personal data from us in the conduct of our activities may either act as our “data processors” for the purposes of the DPL or may process personal information for their own lawful purposes in connection with services provided to us.

We may also obtain personal data from other public sources. Personal data may include, without limitation, the following information relating to a shareholder and/or any individuals connected with a shareholder as an investor: name, residential address, email address, contact details, corporate contact information, signature, nationality, place of birth, date of birth, tax identification, correspondence records, passport number, bank account details, source of funds (as declared by the shareholder).

Who this Affects

If you are a natural person, this will affect you directly. If you are a corporate investor (including, for these purposes, legal arrangements such as trusts or exempted limited partnerships) that provides us with personal data on individuals connected to you for any reason in relation your investment in us, this will be relevant for those individuals and you should transmit the content of this Privacy Notice to such individuals or otherwise advise them of its content.

How We May Use a Shareholder’s Personal Data

We may, as the data controller, collect, store and use personal data for lawful purposes, including, in particular: (i) where this is necessary for the performance of our rights and obligations under any agreements; (ii) where this is necessary for compliance with a legal and regulatory obligation to which we are or may be subject (such as compliance with anti-money laundering and FATCA/CRS requirements); and/or (iii) where this is necessary for the purposes of our legitimate interests and such interests are not overridden by your interests, fundamental rights or freedoms.

Should we wish to use personal data for other specific purposes (including, if applicable, any purpose that requires your consent), we will contact you.

Why We May Transfer Your Personal Data

In certain circumstances we may be legally obliged to share personal data and other information with respect to your shareholding with the relevant regulatory authorities such as the Cayman Islands Monetary Authority or the Tax Information Authority. They, in turn, may exchange this information with foreign authorities, including tax authorities.

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We anticipate disclosing personal data to persons who provide services to us and their respective affiliates (which may include certain entities located outside the US, the Cayman Islands or the European Economic Area), who will process your personal data on our behalf.

The Data Protection Measures We Take

Any transfer of personal data by us or our duly authorized affiliates and/or delegates outside of the Cayman Islands shall be in accordance with the requirements of the DPL.

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CLASS A COMMON SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, there has been no public market for our Class A common shares. Future sales of substantial amounts of Class A common shares in the public market after this offering, or the possibility of these sales occurring, could adversely affect the prevailing market price for our Class A common shares or impair our ability to raise equity capital.

Upon the completion of this offering, we will have an aggregate of 55,515,574 common shares outstanding. Of these shares, the Class A common shares sold in this offering by us will be freely tradable without restriction or further registration under the Securities Act, unless purchased by “affiliates” as that term is defined under Rule 144 of the Securities Act, who may sell only the volume of shares described below and whose sales would be subject to additional restrictions described below. The remaining 41,642,100 common shares, representing 75.0% of our outstanding shares will be held by our existing shareholders. These shares will be “restricted securities” as that phrase is defined in Rule 144 under the Securities Act. Subject to certain contractual restrictions, including the lock-up agreements described below, holders of restricted shares will be entitled to sell those shares in the public market pursuant to an effective registration statement under the Securities Act or if they qualify for an exemption from registration under Rule 144. Sales of these shares in the public market after the restrictions under the lock-up agreements lapse, or the perception that those sales may occur, could cause the prevailing market price to decrease or to be lower than it might be in the absence of those sales or perceptions. As a result of lock-up agreements and market standoff agreements described below, and the provisions of Rules 144 and 701 under the Securities Act, the restricted securities will be available for sale in the public market.

Liquidity Restrictions on Pre-IPO Quotaholders

In connection with this offering and the Contribution as described under “Summary—Our Corporate Reorganization,” the existing quotaholders of Vinci Brazil have agreed to certain liquidity restrictions in respect of the Class A common shares and Class B common shares that they receive in exchange for the Contribution. These restrictions consists primarily of volume limitations on their ability to sell their common shares, with a restriction on any sales of common shares through the second anniversary of the date of this prospectus, with a portion of such holders’ common shares available for sale beginning on the second anniversary of the date of this prospectus, with full liquidity rights to the common shares upon the fifth anniversary of the date of this prospectus, provided, however, that in no event shall aggregate sales by all such holders of their common shares during any six-month period exceed 5% of our outstanding share capital during such six-month period.

Equity Incentive Plans

We intend to file with the SEC a registration statement under the Securities Act covering the Class A common shares that we may issue upon exercise of warrants or options or in connection with other equity compensation granted under our Long-Term Incentive Plan. Accordingly, shares registered under such registration statement may be available for sale in the open market following the effective date of such registration statement, subject to the lock-up agreements described below, if applicable. For more information see “Management—Long-Term Incentive Plan.”

Sales of these shares in the public market after the restrictions under the lock-up agreements lapse, or the perception that those sales may occur, could cause the prevailing market price to decrease or to be lower than it might be in the absence of those sales or perceptions.

Lock-up Agreements

We and our directors and executive officers have agreed, subject to certain exceptions, not to offer, sell or transfer any Class A common shares or securities convertible into, or exchangeable or exercisable for, Class A common shares, for 180 days after the date of this prospectus.

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Specifically, we and these other persons have agreed, with certain limited exceptions, not to directly or indirectly:

• offer, pledge, sell or contract to sell any common shares;

• sell any option or contract to purchase any common shares;

• purchase any option or contract to sell any common shares;

• grant any option, right or warrant for the sale of any common shares;

• lend or otherwise dispose of or transfer any common shares;

• request or demand that we file a registration statement related to the Class A common shares; or

• enter into any swap or other agreement that transfers, in whole or in part, the economic consequence of ownership of any Class A common shares whether any such swap or transaction is to be settled by delivery of shares or other securities, in cash or otherwise.

These lock-up provisions apply to Class A common shares and to securities convertible into or exchangeable or exercisable for Class A common shares, including our Class B common shares.

Eligibility of Restricted Shares for Sale in the Public Market

The common shares that are not being sold in this offering, but which will be outstanding at the time this offering is complete, will be eligible for sale into the public market, under the provisions of Rule 144 commencing after the expiration of the restrictions under the lock-up agreements, subject to volume restrictions discussed below under “—Rule 144.”

Rule 144

In general, under Rule 144 under the Securities Act, a person (or persons whose shares are aggregated) who is not deemed to have been an affiliate of ours at any time during the three months preceding a sale, and who has beneficially owned restricted securities within the meaning of Rule 144 for at least six months (including any period of consecutive ownership of preceding non-affiliated holders) would be entitled to sell those shares, subject only to the availability of current public information about us. A non-affiliated person who has beneficially owned restricted securities within the meaning of Rule 144 for at least one year would be entitled to sell those shares without regard to the provisions of Rule 144.

A person (or persons whose shares are aggregated) who is deemed to be an affiliate of ours and who has beneficially owned restricted securities within the meaning of Rule 144 for at least six months would be entitled to sell within any three-month period a number of shares that does not exceed the greater of one percent of the then outstanding shares of our Class A common shares or the average weekly trading volume of our Class A common shares on the during the four calendar weeks preceding such sale. Such sales are also subject to certain manner of sale provisions, notice requirements and the availability of current public information about us.

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TAXATION

The following summary contains a description of certain Cayman Islands and U.S. federal income tax consequences of the acquisition, ownership and disposition of our Class A common shares. It does not purport to be a comprehensive description of all the tax considerations that may be relevant to a decision to purchase the Class A common shares, is not applicable to all categories of investors, some of which may be subject to special rules, and does not address all of the Cayman Islands and U.S. federal income tax considerations applicable to any particular holder. The summary is based upon the tax laws of the Cayman Islands and regulations thereunder and upon the tax laws of the United States and regulations thereunder as of the date hereof, which are subject to change.

Prospective purchasers of our Class A common shares should consult their own tax advisors about the particular Cayman Islands and U.S. federal, state, local and other tax consequences to them of the acquisition, ownership and disposition of our Class A common shares.

Cayman Islands Tax Considerations

The Cayman Islands laws currently levy no taxes on individuals or corporations based upon profits, income, gains or appreciation and there is no taxation in the nature of inheritance tax or estate duty or withholding tax applicable to us or to any holder of Class A common shares. There are no other taxes likely to be material to us levied by the government of the Cayman Islands except for stamp duties which may be applicable on instruments executed in or after execution brought within the jurisdiction of the Cayman Islands. No stamp duty is payable in the Cayman Islands on transfers of shares of Cayman Islands companies except those which hold interests in land in the Cayman Islands. The Cayman Islands is not party to any double tax treaties which are applicable to any payments made by or to our company. There are no exchange control regulations or currency restrictions in the Cayman Islands.

As a Cayman Islands exempted company with limited liability, we are entitled, upon application, to receive an undertaking as to tax concessions pursuant to Section 6 of the Tax Concessions Law (2018 Revision). This undertaking would provide that, for a period of 20 years from the date of issue of the undertaking, no law thereafter enacted in the Cayman Islands imposing any taxes to be levied on profits, income, gains or appreciation will apply to us or our operations.

Payments of dividends and capital in respect of our Class A common shares will not be subject to taxation in the Cayman Islands and no withholding will be required on the payment of a dividend or capital to any holder of our Class A common shares, nor will gains derived from the disposal of our Class A common shares be subject to Cayman Islands income or corporation tax.

There is no income tax treaty or convention currently in effect between the United States and the Cayman Islands.

U.S. Federal Income Tax Considerations

In the opinion of Davis Polk & Wardwell LLP, our U.S. tax counsel, the following is a description of the material U.S. federal income tax considerations to U.S. Holders (as defined below) of owning and disposing of Class A common shares, but it does not purport to be a comprehensive description of all tax considerations that may be relevant to a particular person’s decision to acquire our Class A common shares. This discussion applies only to a U.S. Holder that acquires Class A common shares in this offering and holds those Class A common shares as capital assets for U.S. federal income tax purposes. In addition, it does not describe all of the tax considerations that may be relevant in light of a U.S. Holder’s particular circumstances, including alternative

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minimum tax considerations, the potential application of the provisions of the Code known as the Medicare contribution tax and tax considerations applicable to U.S. Holders subject to special rules, such as:

• certain financial institutions;

• dealers or traders in securities who use a mark-to-market method of tax accounting;

• persons holding Class A common shares as part of a straddle, wash sale, hedging transaction, conversion transaction or integrated transaction or entering into a constructive sale with respect to Class A common shares;

• persons whose functional currency for U.S. federal income tax purposes is not the U.S. dollar;

• persons that are subject to the “applicable financial statement” rules under Section 451(b) of the Code;

• entities or arrangements classified as partnerships for U.S. federal income tax purposes;

• tax-exempt entities, including an “individual retirement account” or “Roth IRA;” or

• persons that own or are deemed to own ten percent or more of our stock (by vote or value) or

• persons owning shares in connection with a trade or business conducted outside of the United States.

If an entity or arrangement that is classified as a partnership for U.S. federal income tax purposes holds our Class A common shares, the U.S. federal income tax treatment of a partner will generally depend on the status of the partner and the activities of the partnership. Partnerships holding Class A common shares and partners in such partnerships should consult their tax advisers as to the particular U.S. federal income tax considerations of owning and disposing of the Class A common shares. This discussion is based on the Code, administrative pronouncements, judicial decisions, and final, temporary and proposed Treasury regulations, all as of the date hereof, any of which is subject to change, possibly with retroactive effect.

A “U.S. Holder” is a beneficial owner of Class A common shares that is for U.S. federal income tax purposes:

• a citizen or individual resident of the United States;

• a corporation, or other entity taxable as a corporation, created or organized in or under the laws of the United States, any state therein or the District of Columbia; or

• an estate or trust the income of which is subject to U.S. federal income taxation regardless of its source.

U.S. Holders should consult their tax advisers concerning the U.S. federal, state, local and foreign tax consequences of owning and disposing of our Class A common shares in their particular circumstances.

Except where otherwise indicated, this discussion assumes that we are not, and will not become, a PFIC, as described below.

Taxation of Distributions

Any distributions paid on our Class A common shares, other than certain pro rata distributions of our Class A common shares, will be treated as dividends for U.S. federal income tax purposes to the extent paid out of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles). Because we do not maintain calculations of our earnings and profits under U.S. federal income tax principles, it is expected that distributions will generally be reported to U.S. Holders as dividends. Subject to applicable limitations, dividends paid to certain non-corporate U.S. Holders will be “qualified dividend income” and therefore may be taxable at rates applicable to long-term capital gains, provided the Class A common shares on which the dividends are paid are readily tradable on an established securities market in the United States. In order to qualify for qualified dividend income treatment, U.S. Holders must meet certain holding period requirements,

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and we must not be classified as a PFIC in the current or prior year of the year in which the dividend is paid. U.S. Holders should consult their tax advisers regarding the availability of the reduced tax rate on dividends in their particular circumstances. The Nasdaq, on which the Class A common shares are expected to be listed, is an established securities market in the United States, and we anticipate that our Class A common shares should qualify as readily tradable, although there can be no assurances in this regard. The amount of any dividend will generally be treated as foreign-source dividend income to U.S. Holders and will not be eligible for the dividends-received deduction generally available to U.S. corporations under the Code. Dividends will be included in a U.S. Holder’s income on the date of receipt.

Sale or Other Disposition of Class A Common Shares

For U.S. federal income tax purposes, gain or loss realized on the sale or other disposition of Class A common shares will be capital gain or loss, and will be long-term capital gain or loss if a U.S. Holder has held the Class A common shares for more than one year. Long-term capital gains of individuals and other non-corporate U.S. Holders are eligible for reduced rates of taxation. The amount of the gain or loss will equal the difference between a U.S. Holder’s tax basis in the Class A common shares disposed of and the amount realized on the disposition. This gain or loss will generally be U.S.-source gain or loss for foreign tax credit purposes. The deductibility of capital losses is subject to various limitations.

Passive Foreign Investment Company Rules

Under the Code, we will be a PFIC for any taxable year in which either (i) 75% or more of our gross income consists of “passive income,” or (ii) 50% or more of the average quarterly value of our assets consists of assets that produce, or are held for the production of, “passive income.” For purposes of the above calculations, we will be treated as if we hold our proportionate share of the assets, and receive directly our proportionate share of the income, of any other corporation in which we directly or indirectly own at least 25%, by value, of the shares of such corporation. Passive income generally includes dividends, interest, rents, certain non-active royalties, and capital gains. As an investment platform, we generate active income primarily from our management services. Based on our current operations, income, assets and certain estimates and projections, including as to the relative values of our assets, including goodwill, which is based on the expected price of our Class A common shares, we do not believe that we were a PFIC for the 2019 taxable year, and we do not expect to be a PFIC for our 2020 taxable year. However, there can be no assurance that the IRS will agree with our conclusion. In addition, whether we will be a PFIC in 2020 or any future year is uncertain because, among other things, (i) we will hold a substantial amount of cash following this offering, which is categorized as a passive asset; and (ii) our PFIC status for any taxable year will depend on the composition of our income and assets and the value of our assets from time to time (which may be determined, in part, by reference to the market price of our Class A common shares, which could be volatile). As discussed in “Use of Proceeds,” we plan to use the proceeds from this offering to fund investments, which may generate, at least in part, passive income. To the extent that growth in any such passive income outpaces our active business, our PFIC status could change. Accordingly, there can be no assurance that we will not be a PFIC for any taxable year. If we are a PFIC for any year during which a U.S. Holder holds Class A common shares, we would generally continue to be treated as a PFIC with respect to such holder for all succeeding years during which such holder holds Class A common shares, even if we ceased to meet the threshold requirements for PFIC status.

If we were a PFIC for any taxable year and any of our subsidiaries or other companies in which we owned or were treated as owning equity interests were also a PFIC (any such entity, a “Lower-tier PFIC”), a U.S. Holder would be deemed to own a proportionate amount (by value) of the shares of each Lower-tier PFIC and would be subject to U.S. federal income tax according to the rules described in the subsequent paragraph on (i) certain distributions to us by a Lower-tier PFIC; and (ii) our disposition of shares of Lower-tier PFICs, in each case as if such holder held such shares directly, even though such holder may not have received the proceeds of those distributions or dispositions.

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If we were a PFIC for any taxable year during which a U.S. Holder held any of our Class A common shares, absent making certain elections (as described below), such holder would generally be subject to adverse tax consequences. Generally, gain recognized upon a disposition (including, under certain circumstances, a pledge) of Class A common shares would be allocated ratably over a U.S. Holder’s holding period for the Class A common shares. The amounts allocated to the taxable year of disposition and to years before we became a PFIC would be taxed as ordinary income. The amount allocated to each other taxable year would be subject to tax at the highest rate in effect for that taxable year for individuals or corporations, as applicable, and an interest charge would be imposed on the tax on such amount. Further, to the extent that any distribution received on a U.S. Holder’s Class A common shares exceed 125% of the average of the annual distributions on those shares during the preceding three years or such holder’s holding period, whichever was shorter, that distribution would be subject to taxation in the same manner as gain, described immediately above.

Alternatively, if we were a PFIC and if the Class A common shares were “regularly traded” on a “qualified exchange,” a U.S. Holder would be eligible to make a mark-to-market election that would result in tax treatment different from the general tax treatment for PFICs described above. The Class A common shares would be treated as “regularly traded” for the year of this offering if more than a de minimis quantity of the Class A common shares were traded on a qualified exchange on at least 1/6 of the days remaining in the quarter in which this offering occurs, and for years other than this on at least 15 days during each remaining calendar quarter (the “15-Day Test”). The Nasdaq, on which the Class A common shares are expected to be listed, is a qualified exchange for this purpose. Once made, the election cannot be revoked without the consent of the IRS unless the shares cease to be marketable.

If a U.S. Holder makes the mark-to-market election, such holder will generally recognize as ordinary income any excess of the fair market value of such holder’s Class A common shares at the end of each taxable year over their adjusted tax basis, and will recognize an ordinary loss in respect of any excess of the adjusted tax basis of the Class A common shares over their fair market value at the end of the taxable year (but only to the extent of the net amount of income previously included as a result of the mark-to-market election). If a U.S. Holder makes the election, such holder’s tax basis in their Class A common shares will be adjusted to reflect these income or loss amounts. Any gain recognized on the sale or other disposition of Class A common shares in a year when we are a PFIC will be treated as ordinary income and any loss will be treated as an ordinary loss (but only to the extent of the net amount of income previously included as a result of the mark-to-market election). This election will not apply to any of our non-U.S. subsidiaries. Accordingly, a U.S. Holder may continue to be subject to tax under the PFIC excess distribution regime with respect to any Lower-tier PFICs notwithstanding a mark-to-market election for the Class A common shares. We do not intend to prepare or provide the information necessary for a U.S. Holder to make a qualified electing fund election.

In addition, the preferential dividend rates discussed above with respect to dividends paid to certain non-corporate U.S. Holders would not apply if we were a PFIC for the taxable year in which we paid a dividend or the prior taxable year.

If a U.S. Holder owns Class A common shares during any year in which we are a PFIC, such holder must generally file annual reports containing such information as the U.S. Treasury may require on IRS Form 8621 (or any successor form) with respect to us, generally with such holder’s federal income tax return for that year.

U.S. Holders should consult their tax advisers regarding whether we are a PFIC and the potential application of the PFIC rules.

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UNDERWRITING

We and the underwriters named below have entered into an underwriting agreement dated                , 2021 with respect to the Class A common shares being offered. Subject to certain conditions, each underwriter has severally agreed to purchase the number of shares indicated in the following table. J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC and Banco BTG Pactual S.A.—Cayman Branch are the representatives of the underwriters.

Underwriter	Number of Class A Common Shares
J.P. Morgan Securities LLC
Goldman Sachs & Co. LLC
Banco BTG Pactual S.A.—Cayman Branch
Itau BBA USA Securities, Inc.
BofA Securities, Inc.
Credit Suisse Securities (USA) LLC
UBS Securities LLC
Total

Banco BTG Pactual S.A. — Cayman Branch is not a broker-dealer registered with the SEC, and therefore may not make sales of any Class A common shares in the United States or to U.S. persons except in compliance with applicable U.S. laws and regulations. To the extent Banco BTG Pactual S.A.—Cayman Branch intends to effect sales of the Class A common shares in the United States, it will do so only through BTG Pactual US Capital, LLC or one or more U.S. registered broker-dealers, or otherwise as permitted by applicable U.S. law.

Subject to the terms and conditions set forth in the underwriting agreement, the underwriters have agreed, severally and not jointly, to purchase all of the Class A common shares sold under the underwriting agreement, if any of these Class A common shares are purchased, other than the shares covered by the option described below unless and until this option is exercised. If an underwriter defaults, the underwriting agreement provides that the purchase commitments of the non-defaulting underwriters may be increased or the underwriting agreement may be terminated.

We have granted the underwriters an option to buy up to an additional 2,081,021 Class A common shares to cover sales by the underwriters of a greater number of shares than the total number set forth in the table above. They may exercise that option for 30 days from the date of this prospectus. If any shares are purchased pursuant to this option, the underwriters will severally purchase shares in approximately the same proportion as set forth in the table above.

The following table shows the per share and total public offering price, underwriting discounts and commissions to be paid to the underwriters by us, and proceeds before expenses to us. These amounts are shown assuming both no exercise and full exercise of the underwriters’ option to purchase up to an additional 2,081,021 Class A common shares from us.

	Total
	Per Share	No Exercise	Full Exercise
	(US$)
Initial public offering price
Underwriting discounts and commissions to be paid by us
Proceeds, before expenses, to us

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We estimate that our share of the total expenses of this offering, excluding underwriting discounts and commissions, will be approximately US$                . We have agreed to reimburse the underwriters for certain expenses relating to clearance of this offering with FINRA in an amount not to exceed US$                .

Shares sold by the underwriters to the public will initially be offered at the initial public offering price set forth on the cover of this prospectus. Any shares sold by the underwriters to securities dealers may be sold at a discount of up to US$                per share from the initial public offering price. After the initial offering of the shares, the representatives may change the offering price and the other selling terms. The offering of the Class A common shares by the underwriters is subject to receipt and acceptance and subject to the underwriters’ right to reject any order in whole or in part.

We have agreed that we will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any of our common shares or any securities convertible into or exercisable or exchangeable for our common shares, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of our common shares or any such other securities, (whether any such transaction described as described above is to be settled by delivery of our common shares or such other securities, in cash or otherwise), in each case without the prior written consent of the representatives for a period of 180 days after the date of this prospectus, other than the Class A common shares to be sold in this offering.

The restrictions on our actions, as described above, do not apply to (i) the issuance by us of Class A common shares upon the exercise of an option or warrant or under any long-term incentive plan described in this prospectus, provided, in each case, that the recipients enter into a lock-up agreement with the underwriters; (ii) the issuance by us of Class A common shares upon the conversion of a security, as described in this prospectus, outstanding on the date of this prospectus, provided that the recipients enter into a lock-up agreement with the underwriters; (iii) any issuance by us of Class A common shares in connection with a merger, acquisition, joint venture or strategic participation entered into by us, provided that the aggregate number of Class A common shares issued or issuable pursuant to such transaction shall not exceed (A) 10% of the total number of shares issued and outstanding as of the date of such merger, acquisition, joint venture or strategic participation, as the case may be, and (B) the recipients enter into a lock-up agreement; or (iv) the filing by us of any registration statement on Form S-8 or a successor form thereto relating to the our long term incentive plan described in this prospectus.

Our directors and executive officers (such persons, the “lock-up parties”) have entered into lock-up agreements with the underwriters prior to the commencement of this offering pursuant to which each lock-up party, with limited exceptions, for a period of 180 days after the date of this prospectus (such period, the “restricted period”), may not (and may not cause any of their direct or indirect affiliates to), without the prior written consent of the representatives, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of any class of the our share capital (the “share capital”) or any securities convertible into or exercisable or exchangeable for share capital (including without limitation, share capital or such other securities which may be deemed to be beneficially owned by such lock-up parties in accordance with the rules and regulations of the SEC and securities which may be issued upon exercise of a stock option or warrant) (collectively with the share capital, “lock-up securities”), (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the lock-up securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of lock-up securities, in cash or otherwise, (3) make any demand for, or exercise any right with respect to, the registration of the offering or sale of any share capital, or the filing or submission of any registration statement, prospectus or prospectus supplement (or an amendment or supplement thereto) in connection therewith, under the U.S. Securities Act of 1933, as amended, or (4) publicly disclose the intention to

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do any of the foregoing. The lock-up parties have further acknowledged and agreed that these undertakings preclude them from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the lock-up parties or any other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any lock-up securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of lock-up securities, in cash or otherwise.

The restrictions described in the immediately preceding paragraph and contained in the lock-up agreements between the underwriters and the lock-up parties do not apply, subject in certain cases to various conditions, to certain transactions, including (a) transfer the lock-up securities: (i) as a bona fide gift or gifts, or for bona fide estate planning purposes; (ii) by will or intestacy; (iii) to any trust for the direct or indirect benefit of the lock-up party or the immediate family of such lock-up party, or if the lock-up party is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust; (iv) to a partnership, limited liability company or other entity of which the undersigned and the immediate family of the undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests; (v) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (iv) above; (vi) (A) to a corporation, partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of such lock-up party, or to any investment fund or other entity controlling, controlled by, managing or managed by or under common control with such lock-up party or affiliates of such lock-up party (including, for the avoidance of doubt, where such lock-up party is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such partnership), or (B) as part of a distribution to members or shareholders of such lock-up party; (vii) by operation of law, such as pursuant to a qualified domestic order, divorce settlement, divorce decree or separation agreement; (viii) to us from an employee upon death, disability or termination of employment, in each case, of such employee; (ix) with the prior written consent of the representatives; (x) as part of a sale of such lock-up party’s lock-up securities acquired in open market transactions after the closing date of this offering; (xi) after the closing date of this offering, pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction made to all holders of the share capital involving a change of control of Vinci Partners that has been approved by our board of directors in which a party becomes the beneficial owner of more than 90% of the total voting power of our voting stock; (xii) to us in connection with the vesting, settlement, or exercise of restricted stock units, options, warrants or other rights to purchase share capital (subject to certain limitations); (b) exercise outstanding options, settle restricted stock units or other equity awards or exercise warrants pursuant to plans described in this prospectus; and (c) convert outstanding preferred stock, warrants to acquire preferred stock or convertible securities into share capital or warrants to acquire share capital; provided that any such share capital or warrants received upon such conversion shall be subject restrictions similar to those described in the immediately preceding paragraph.

Prior to this offering, there has been no public market for the shares. The initial public offering price has been negotiated among us and the representatives. Among the factors to be considered in determining the initial public offering price of the shares, in addition to prevailing market conditions, will be our historical performance, estimates of the business potential and earnings prospects of the Company, an assessment of our management and the consideration of the above factors in relation to market valuation of companies in related businesses.

We have agreed to indemnify the several underwriters against certain liabilities, including liabilities under the Securities Act of 1933 or to contribute to payments the underwriters may be required to make in respect of those liabilities.

The underwriters and their respective affiliates are full-service financial institutions engaged in various activities, which may include sales and trading, commercial and investment banking, advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial

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and non-financial activities and services. Certain of the underwriters and their respective affiliates have provided, and may in the future provide, a variety of these services to us and to persons and entities with relationships with us, for which they received or will receive customary fees and expenses.

In the ordinary course of their various business activities, the underwriters and their respective affiliates, officers, directors and employees may purchase, sell or hold a broad array of investments and actively traded securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments for their own account and for the accounts of their customers or affiliates, and such investment and trading activities may involve or relate to assets, securities and/or instruments of ours (directly, as collateral securing other obligations or otherwise) and/or persons and entities with relationships with us. The underwriters and their respective affiliates may also communicate independent investment recommendations, market color or trading ideas and/or publish or express independent research views in respect of such assets, securities or instruments and may at any time hold, or recommend to clients that they should acquire, long and/or short positions in such assets, securities and instruments.

We intend to apply to list our Class A common shares on the Nasdaq under the symbol “VINP.”

In connection with this offering, the underwriters may purchase and sell Class A common shares in the open market. These transactions may include short sales, stabilizing transactions and purchases to cover positions created by short sales. Short sales involve the sale by the underwriters of a greater number of shares than they are required to purchase in this offering, and a short position represents the amount of such sales that have not been covered by subsequent purchases. A “covered short position” is a short position that is not greater than the amount of additional shares for which the underwriters’ option described above may be exercised. The underwriters may cover any covered short position by either exercising their option to purchase additional Class A common shares or purchasing Class A common shares in the open market. In determining the source of shares to cover the covered short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase additional shares pursuant to the option described above. “Naked” short sales are any short sales that create a short position greater than the amount of additional shares for which the option described above may be exercised. The underwriters must cover any such naked short position by purchasing Class A common shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the Class A common shares in the open market after pricing that could adversely affect investors who purchase in this offering. Stabilizing transactions consist of various bids for or purchases of Class A common shares made by the underwriters in the open market prior to the completion of this offering.

The underwriters may also impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discount received by it because the representatives have repurchased shares sold by or for the account of such underwriter in stabilizing or short covering transactions.

Purchases to cover a short position and stabilizing transactions, as well as other purchases by the underwriters for their own accounts, may have the effect of preventing or retarding a decline in the market price of our Class A common shares, and together with the imposition of the penalty bid, may stabilize, maintain or otherwise affect the market price of the Class A common shares. As a result, the price of the Class A common shares may be higher than the price that otherwise might exist in the open market. The underwriters are not required to engage in these activities and may end any of these activities at any time. These transactions may be effected on the Nasdaq, in the over-the-counter market or otherwise.

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Selling Restrictions

European Economic Area

In relation to each Member State of the European Economic Area, an offer of the Class A common shares to the public may not be made in that Member State, except that an offer of Class A common shares may be made to the public in that Member State at any time:

• to any legal entity which is a qualified investor as defined under the Prospectus Regulation;

• to fewer than 150 natural or legal persons in a Member State (other than qualified investors as defined in the Prospectus Regulation), subject to obtaining the prior consent of the representatives for any such offer; or

• in any other circumstances falling within Article 1(4) of the Prospectus Regulation,

provided that no such offer of Class A common shares shall result in a requirement for the publication by us or any underwriter of a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation.

For the purposes of this provision, the expression “an offer of the public” in relation to any Class A common shares in any Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Class A common shares to be offered so as to enable an investor to decide to purchase or subscribe for the Class A common shares, and the expression “Prospectus Regulation” means Regulation (EU) 2017/1129.

United Kingdom

An offer to the public of the Class A common shares may not be made in the United Kingdom, except that an offer to the public in the United Kingdom of the Class A common shares may be made at any time under the following exemptions under the UK Prospectus Regulation:

(a) to any legal entity which is a “qualified investor” as defined under the UK Prospectus Regulation;

(b) to fewer than 150 natural or legal persons in the United Kingdom (other than “qualified investors” as defined under the UK Prospectus Regulation), subject to obtaining the prior consent of the representatives for any such offer; or

(c) in any other circumstances falling within Article 1(4) of the UK Prospectus Regulation, provided that no such offer of Class A common shares shall result in a requirement for the Company or any underwriter to publish a prospectus pursuant to section 85 of the Financial Services and Markets Act 2000, as amended (“FSMA”) or a supplemental prospectus pursuant to Article 23 of the UK Prospectus Regulation.

For the purposes of this provision, the expression an “offer to the public” in relation to the Class A common shares in the United Kingdom means the communication in any form and by any means of sufficient information on the terms of the offer and the Class A common shares to be offered so as to enable an investor to decide to purchase or subscribe for the Class A common shares, and the expression “UK Prospectus Regulation” means Regulation (EU) 2017/1129 as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018.

In the United Kingdom, this prospectus is only being distributed to and is only directed at: (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons being referred to as “relevant persons”). The Class A common shares are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire the Class A common shares will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this prospectus or any of its contents.

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Argentina

The Class A common shares are not authorized for public offering in Argentina by the Comisión Nacional de Valores pursuant to Argentine Public Offering Law No. 17,811, as amended, and they shall not be sold publicly. Therefore, any transaction carried out in Argentina must be made privately.

Australia

No placement document, prospectus, product disclosure statement or other disclosure document has been lodged or will be lodged with the Australian Securities and Investments Commission (ASIC), in relation to this offering. This document does not constitute a prospectus, product disclosure statement or other disclosure document under the Corporations Act 2001 (the Corporations Act), and does not purport to include the information required for a prospectus, product disclosure statement or other disclosure document under the Corporations Act.

Any offer in Australia of the Class A common shares may only be made to persons (the Exempt Investors) who are “sophisticated investors” (within the meaning of section 708(8) of the Corporations Act), “professional investors” (within the meaning of section 708(11) of the Corporations Act) or otherwise pursuant to one or more exemptions contained in section 708 of the Corporations Act so that it is lawful to offer the Class A common shares without disclosure to investors under Chapter 6D of the Corporations Act.

The Class A common shares applied for by Exempt Investors in Australia must not be offered for sale in Australia in the period of 12 months after the date of allotment under this offering, except in circumstances where disclosure to investors under Chapter 6D of the Corporations Act would not be required pursuant to an exemption under section 708 of the Corporations Act or otherwise or where the offer is pursuant to a disclosure document which complies with Chapter 6D of the Corporations Act. Any person acquiring Class A common shares must observe such Australian on-sale restrictions.

The Company is not licensed in Australia to provide financial product advice in relation to the Class A common shares. This prospectus contains general information only and does not take account of the investment objectives, financial situation or particular needs of any particular person. It does not contain any securities recommendations or financial product advice. Any advice contained in this document is general advice only. Before making an investment decision on the basis of this document, investors should consider the appropriateness of the information in this document, having regard to their own objectives, financial situation and needs, and, if necessary, seek expert advice on those matters. No cooling off period applies to an acquisition of the Class A common shares.

Brazil

Notice to Prospective Investors in Brazil

The offer and sale of our Class A common shares has not been, and will not be, registered (or exempted from registration) with the Brazilian Securities Commission (Comissão de Valores Mobiliários—CVM) and, therefore, will not be carried out by any means that would constitute a public offering in Brazil under (i) Law No. 6,385, of December 7, 1976, as amended, (ii) CVM Rule No. 400, of December 29, 2003, as amended, or (iii) CVM Rule No. 476, of January 16, 2009, as amended. Any representation to the contrary is untruthful and unlawful. As a consequence, our Class A common shares cannot be offered and sold in Brazil or to any investor resident or domiciled in Brazil. Documents relating to the offering of our Class A common shares, as well as information contained therein, may not be supplied to the public in Brazil, nor used in connection with any public offer for subscription or sale of shares to the public in Brazil.

Canada

The Class A common shares may be sold in Canada only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus

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Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions, and Ongoing Registrant Obligations. Any resale of the Class A common shares must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus (including any amendment thereto) contains a misrepresentation; provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory of these rights or consult with a legal advisor.

Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.

Cayman Islands

This prospectus does not constitute a public offer of the Class A common shares, whether by way of sale or subscription, in the Cayman Islands. The Class A common shares have not been offered or sold, and will not be offered or sold, directly or indirectly, in the Cayman Islands.

Chile

The offer of the Class A common shares is subject to CMF Rule 336. The Class A common shares being offered will not be registered under the Chilean Securities Market Law in the Securities Registry (Registro de Valores) or in the Foreign Securities Registry (Registro de Valores Extranjeros) of the CMF and, therefore, the Class A common shares are not subject to the supervision of the CMF. As unregistered securities, we are not required to disclose public information about the Class A common shares in Chile. Accordingly, the Class A common shares cannot and will not be publicly offered to persons in Chile unless they are registered in the corresponding securities registry. The Class A common shares may only be offered in Chile in circumstances that do not constitute a public offering under Chilean law or in compliance with CMF Rule 336. Pursuant to CMF Rule 336, the Class A common shares may be privately offered in Chile to certain “qualified investors” identified as such therein (which in turn are further described in Rule No. 216, dated June 12, 2008, and in Rule No. 410, dated July 27, 2016, both issued by the CMF).

LA OFERTA DE LAS ACCIONES COMUNES CLASE A SE ACOGE A LA NORMA DE CARÁCTER GENERAL N°336 DE LA CMF. LAS ACCIONES COMUNES CLASE A QUE SE OFRECEN NO ESTÁN INSCRITOS BAJO LA LEY DE MERCADO DE VALORES EN EL REGISTRO DE VALORES O EN EL REGISTRO DE VALORES EXTRANJEROS QUE LLEVA LA CMF, POR LO QUE TALES VALORES NO ESTÁN SUJETOS A LA FISCALIZACIÓN DE ÉSTA. POR TRATARSE DE VALORES NO INSCRITOS, NO EXISTE OBLIGACIÓN POR PARTE DEL EMISOR DE ENTREGAR EN CHILE INFORMACIÓN PÚBLICA RESPECTO DE ESTOS VALORES. LAS ACCIONES COMUNES CLASE A NO PODRÁN SER OBJETO DE OFERTA PÚBLICA EN CHILE MIENTRAS NO SEAN INSCRITOS EN EL REGISTRO DE VALORES CORRESPONDIENTE. LAS ACCIONES COMUNES CLASE A SOLO PODRÁN SER OFRECIDOS EN CHILE EN CIRCUNSTANCIAS QUE NO CONSTITUYAN UNA OFERTA PÚBLICA O CUMPLIENDO CON LO DISPUESTO EN LA NORMA DE CARÁCTER GENERAL N°336 DE LA CMF. EN CONFORMIDAD CON LO DISPUESTO POR LA NORMA DE CARÁCTER GENERAL N°336, LAS ACCIONES COMUNES CLASE A PODRÁN SER OFRECIDOS PRIVADAMENTE A CIERTOS “INVERSIONISTAS CALIFICADOS,” IDENTIFICADOS COMO TAL EN DICHA NORMA (Y QUE A SU VEZ ESTÁN DESCRITOS EN LA NORMA DE CARÁCTER GENERAL N°216 DE LA CMF DE FECHA 12 DE JUNIO DE 2008 Y EN LA NORMA DE CARÁCTER GENERAL N°410 DE LA CMF DE FECHA 27 DE JULIO DE 2016).

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China

The Class A common shares may not be offered or sold directly or indirectly to the public in the People’s Republic of China (China) and neither this prospectus, which has not been submitted to the Chinese Securities and Regulatory Commission, nor any offering material or information contained herein relating to the Class A common shares may be supplied to the public in China or used in connection with any offer for the subscription or sale of Class A common shares to the public in China. The Class A common shares may only be offered or sold to China-related organizations which are authorized to engage in foreign exchange business and offshore investment from outside of China. Such China-related investors may be subject to foreign exchange control approval and filing requirements under the relevant Chinese foreign exchange regulations. For the purpose of this paragraph, China does not include Taiwan and the special administrative regions of Hong Kong and Macau.

Colombia

The Class A common shares have not been and will not be registered on the Colombian National Registry of Securities and Issuers or in the Colombian Stock Exchange. Therefore, the Class A common shares may not be publicly offered in Colombia. This material is for your sole and exclusive use as a determined entity, including any of your shareholders, administrators or employees, as applicable. You acknowledge the Colombian laws and regulations (specifically foreign exchange and tax regulations) applicable to any transaction or investment consummated pursuant hereto and represent that you are the sole liable party for full compliance with any such laws and regulations.

Hong Kong

The Class A common shares may not be offered or sold in Hong Kong by means of any document other than (1) in circumstances which do not constitute an offer to the public within the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32 of the Laws of Hong Kong) (“Companies (Winding Up and Miscellaneous Provisions) Ordinance”) or which do not constitute an invitation to the public within the meaning of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) (“Securities and Futures Ordinance”), or (2) to “professional investors” as defined in the Securities and Futures Ordinance and any rules made thereunder, or (3) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance, and no advertisement, invitation or document relating to the Class A common shares may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Class A common shares which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” in Hong Kong as defined in the Securities and Futures Ordinance and any rules made thereunder.

Israel

This document does not constitute a prospectus under the Israeli Securities Law, 5728-1968, or the Securities Law, and has not been filed with or approved by the Israel Securities Authority. In Israel, this prospectus is being distributed only to, and is directed only at, and any offer of the Class A common shares is directed only at, (1) a limited number of persons in accordance with the Israeli Securities Law; and (2) investors listed in the first addendum, or the Addendum, to the Israeli Securities Law, consisting primarily of joint investment in trust funds, provident funds, insurance companies, banks, portfolio managers, investment advisors, members of the Tel Aviv Stock Exchange, underwriters, venture capital funds, entities with equity in excess of NIS 50 million and “qualified individuals,” each as defined in the Addendum (as it may be amended from time to time), collectively referred to as qualified investors (in each case, purchasing for their own account or, where permitted under the Addendum, for the accounts of their clients who are investors listed in the Addendum). Qualified investors are required to submit written confirmation that they fall within the scope of the Addendum, are aware of its meaning and agree to it.

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Japan

The securities have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended), or the FIEA. The securities may not be offered or sold, directly or indirectly, in Japan or to or for the benefit of any resident of Japan (including any person resident in Japan or any corporation or other entity organized under the laws of Japan) or to others for reoffering or resale, directly or indirectly, in Japan or to or for the benefit of any resident of Japan, except pursuant to an exemption from the registration requirements of the FIEA and otherwise in compliance with any relevant laws and regulations of Japan.

Kuwait

The Class A common shares have not been authorized or licensed for offering, marketing or sale in the State of Kuwait. The distribution of this prospectus and the offering and sale of the Class A common shares in the State of Kuwait is restricted by law unless a license is obtained from the Kuwait Ministry of Commerce and Industry in accordance with Law 31 of 1990. Persons into whose possession this prospectus comes are required by us and the international underwriters to inform themselves about and to observe such restrictions. Investors in the State of Kuwait who approach us or any of the international underwriters to obtain copies of this prospectus are required by us and the international underwriters to keep such prospectus confidential and not to make copies thereof or distribute the same to any other person and are also required to observe the restrictions provided for in all jurisdictions with respect to offering, marketing and the sale of the Class A common shares.

Mexico

The Class A common shares have not been registered in Mexico with the Securities Section (Sección de Valores) of the National Securities Registry (Registro Nacional de Valores) maintained by the Comisión Nacional Bancaria y de Valores, and that no action has been or will be taken that would permit the offer or sale of the Class A common shares in Mexico absent an available exemption under Article 8 of the Mexican Securities Market Law (Ley del Mercado de Valores).

Peru

The Class A common shares and this prospectus have not been registered in Peru under the Decreto Supremo Nº 093-2002-EF: Texto Único Ordenado de la Ley del Mercado de Valores (the “Peruvian Securities Law”) or before the Superintendencia del Mercado de Valores and cannot be offered or sold in Peru except in a private offering under the meaning of the Peruvian Securities Laws. The Peruvian Securities Law provides that an offering directed exclusively to “institutional investors” (as defined in the Institutional Investors Market Regulations) qualifies as a private offering. The Class A common shares acquired by institutional investors in Peru cannot be transferred to a third party, unless such transfer is made to another institutional investor or the Class A common shares have been previously registered with the Registro Público del Mercado de Valores.

Qatar

The Class A common shares described in this prospectus have not been, and will not be, offered, sold or delivered, at any time, directly or indirectly in the State of Qatar in a manner that would constitute a public offering. This prospectus has not been, and will not be, registered with or approved by the Qatar Financial Markets Authority or Qatar Central Bank and may not be publicly distributed. This prospectus is intended for the original recipient only and must not be provided to any other person. It is not for general circulation in the State of Qatar and may not be reproduced or used for any other purpose.

Saudi Arabia

Any investor in the Kingdom of Saudi Arabia or who is a Saudi person (a Saudi Investor) who acquires the Class A common shares pursuant to this offering should note that the offer of the Class A common shares is an

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exempt offer under sub-paragraph (3) of paragraph (a) of Article 16 of the “Offer of Securities Regulations” as issued by the Board of the Capital Market Authority resolution number 2-11-2004 dated October 4, 2004, and amended by the resolution of the Board of Capital Market Authority resolution number 1-33-2004 dated December 21, 2004 (the KSA Regulations). The Class A common shares may be offered to no more than 60 Saudi Investors and the minimum amount payable per Saudi Investor must not be less than Saudi Riyal (SR) 1 million or an equivalent amount. The offer of Class A common shares is therefore exempt from the public offer provisions of the KSA Regulations, but is subject to the following restrictions on secondary market activity: (a) A Saudi Investor (the transferor) who has acquired Class A common shares pursuant to this exempt offer may not offer or sell Class A common shares to any person (referred to as a transferee) unless the price to be paid by the transferee for such Class A common shares equals or exceeds SR1 million; (b) if the provisions of paragraph (a) cannot be fulfilled because the price of the Class A common shares being offered or sold to the transferee has declined since the date of the original exempt offer, the transferor may offer or sell the Class A common shares to the transferee if their purchase price during the period of the original exempt offer was equal to or exceeded SR1 million; and (c) if the provisions of paragraphs (a) and (b) cannot be fulfilled, the transferor may offer or sell the Class A common shares if he/she sells his entire holding of the Class A common shares to one transferee.

United Arab Emirates

The Class A common shares have not been, and are not being, publicly offered, sold, promoted or advertised in the United Arab Emirates (including the Dubai International Financial Centre) other than in compliance with the laws of the United Arab Emirates (and the Dubai International Financial Centre) governing the issue, offering and sale of securities. Furthermore, this prospectus does not constitute a public offer of securities in the United Arab Emirates (including the Dubai International Financial Centre) and is not intended to be a public offer. This prospectus has not been approved by or filed with the Central Bank of the United Arab Emirates, the Securities and Commodities Authority of the United Arab Emirates or the Dubai Financial Services Authority.

Singapore

This prospectus has not been and will not be registered as a prospectus with the Monetary Authority of Singapore under the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”). Accordingly, each underwriter has not offered or sold any Class A common shares or caused such Class A common shares to be made the subject of an invitation for subscription or purchase and will not offer or sell such Class A common shares or cause such Class A common shares to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, this prospectus or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of such Class A common shares, whether directly or indirectly, to persons in Singapore other than (1) to an institutional investor under Section 274 of the SFA; (2) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275, of the SFA; or (3) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Where the Class A common shares are subscribed or purchased under Section 275 of the SFA by a relevant person which is: (a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor, securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the Class A common shares pursuant to an offer made under Section 275 of the SFA, except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), or to any person arising from an offer referred to in Section 275(1A), or Section 276(4)(i)(B) of the SFA; (2) where no consideration is or will be given for the transfer; (3) where the transfer is by operation of law;

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(4) as specified in Section 276(7) of the SFA; or (5) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore.

Singapore Securities and Futures Act Product Classification—Solely for the purposes of its obligations pursuant to sections 309B(1)(a) and 309B(1)(c) of the Securities and Futures Act (Chapter 289 of Singapore) (the “SFA”), we have determined, and hereby notify all relevant persons (as defined in Section 309A of the SFA) that the Class A common shares are “prescribed capital markets products” (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

South Korea

The Class A common shares have not been and will not be registered with the Financial Services Commission of Korea for public offering in Korea under the Financial Investment Services and Capital Markets Act, or the FSCMA. The Class A common shares may not be offered, sold or delivered, or offered or sold for re-offering or resale, directly or indirectly, in Korea or to any Korean resident (as such term is defined in the Foreign Exchange Transaction Law of Korea, or FETL) other than the Accredited Investors (as such term is defined in Article 11 of the Presidential Decree of the FSCMA), for a period of one year from the date of issuance of the Class A common shares except pursuant to the applicable laws and regulations of Korea, including the FSCMA and the FETL and the decrees and regulations thereunder. The Class A common shares may not be resold to Korean residents unless the purchaser of the Class A common shares complies with all applicable regulatory requirements (including but not limited to government reporting requirements under the FETL and its subordinate decrees and regulations) in connection with the purchase of the Class A common shares.

Switzerland

The Class A common shares may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange (“SIX”) or on any other stock exchange or regulated trading facility in Switzerland. This prospectus has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this prospectus nor any other offering or marketing material relating to the Class A common shares or this offering may be publicly distributed or otherwise made publicly available in Switzerland.

Neither this prospectus nor any other offering or marketing material relating to this offering, the Company, the Class A common shares have been or will be filed with or approved by any Swiss regulatory authority. In particular, this document will not be filed with, and the offer of Class A common shares will not be supervised by, the Swiss Financial Market Supervisory Authority (“FINMA”), and the offer of Class A common shares has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes (“CISA”). The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of Class A common shares.

246

EXPENSES OF THE OFFERING

We estimate that our expenses in connection with this offering, other than underwriting discounts and commissions, will be as follows:

Expenses	Amount
U.S. Securities and Exchange Commission registration fee	US$	31,331
Nasdaq listing fee		125,000
FINRA filing fee		43,577
Printing and engraving expenses		150,000
Legal fees and expenses		2,000,000
Transfer agent and registrar fees		25,000
Accounting fees and expenses		700,000
Miscellaneous costs		250,000
Total	US$	3,324,908

All amounts in the table are estimates except the U.S. Securities and Exchange Commission registration fee, the Nasdaq listing fee and the FINRA filing fee. The Company will pay certain of the expenses of this offering.

247

LEGAL MATTERS

Certain matters of U.S. federal and New York State law will be passed upon for us by Davis Polk & Wardwell LLP, and for the underwriters by Skadden, Arps, Slate, Meagher & Flom LLP. The validity of the Class A common shares offered in this offering and other legal matters as to Cayman Islands law will be passed upon for us by Harney Westwood & Riegels. Certain other matters of Brazil law will be passed upon for us by Barbosa Müssnich & Aragão Advogados and for the underwriters by Mattos Filho, Veiga Filho, Marrey Jr. e Quiroga Advogados.

EXPERTS

The financial statements of Vinci Partners Investimentos Ltda. as of December 31, 2019 and 2018 and January 1, 2018, and for each of the two years ended December 31, 2019 included in this prospectus have been so included in reliance on the report of PricewaterhouseCoopers Auditores Independentes, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

248

ENFORCEABILITY OF CIVIL LIABILITIES

Cayman Islands

We are registered under the laws of the Cayman Islands as an exempted company with limited liability. We are registered in the Cayman Islands because of certain benefits associated with being a Cayman Islands company, such as political and economic stability, an effective judicial system, a favorable tax system, the absence of foreign exchange control or currency restrictions and the availability of professional and support services. However, the Cayman Islands have a less developed body of securities laws as compared to the United States and provide protections for investors to a significantly lesser extent. In addition, Cayman Islands companies may not have standing to sue before the federal courts of the United States. Harney Westwood & Riegels, our counsel as to Cayman Islands law, have advised us that there is uncertainty as to whether the courts of the Cayman Islands would respectively, (1) recognize or enforce judgments of United States courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States; or (2) entertain original actions brought in the Cayman Islands against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States.

Our Cayman Islands counsel has informed us that the uncertainty with regard to Cayman Islands law relates to whether a judgment obtained from the United States courts under civil liability provisions of the securities laws will be determined by the courts of the Cayman Islands as penal or punitive in nature. If such a determination is made, the courts of the Cayman Islands will not recognize or enforce the judgment against a Cayman Islands company. Because the courts of the Cayman Islands have yet to rule on whether such judgments are penal or punitive in nature, it is uncertain whether they would be enforceable in the Cayman Islands.

Our Cayman Islands counsel has further advised us that a final and conclusive judgment in the federal or state courts of the United States under which a sum of money is payable, other than a sum payable in respect of taxes, fines, penalties or similar charges, may be subject to enforcement proceedings as a debt in the courts of the Cayman Islands under the common law doctrine of obligation.

Brazil

Vinci Partners Brazil is incorporated under the laws of Brazil. The majority of our directors and all our officers and certain advisors named herein reside in Brazil. Substantially all of our assets are located outside the United States, in Brazil. In addition, a majority of the members of our board of directors and all of our officers are nationals or residents of Brazil and all or a substantial portion of their assets are located outside the United States or other jurisdictions outside Brazil. As a result, it may be difficult for investors to effect service of process within the United States upon us or these persons, or to enforce against us or them judgments obtained in United States courts, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States or other jurisdiction outside Brazil.

We have appointed Vinci Partners USA, LLC, with offices at 780 Third Avenue, 25^th Floor, New York, New York, 10017, as our agent to receive service of process with respect to any action brought against us in the United States under the federal securities laws of the United States or of any state in the United States arising out of this offering.

We have been advised by our Brazilian counsel, Barbosa Müssnich Aragão Advogados, that judgments of non-Brazilian courts for civil liabilities predicated upon the federal securities laws of the United States may be enforced in Brazil, subject to certain requirements described below. Such counsel has advised that a judgment against us, the members of our board of directors or our executive officers obtained in the United States would be enforceable in Brazil without retrial or re-examination of the merits of the original action, including, without limitation, any final judgment for payment of a certain amount rendered by any such court; provided that such judgment has been previously recognized by the Brazilian Superior Court of Justice (Superior Tribunal de

249

Justiça), or STJ. That recognition will only be available, pursuant to Articles 963 and 964 of the Brazilian Code of Civil Procedure (Código de Processo Civil, Law No. 13,105, dated March 16, 2015, as amended), if the U.S. judgment:

• complies with all formalities necessary for its enforcement under the laws of the jurisdiction where it was awarded;

• is issued by a court of competent jurisdiction as requested under the laws of the United States;

• proper service of process is made on the defending party or parties—and, when made in Brazil, such service of process must be made in accordance with Brazilian law (and, if the relevant party is located in Brazil, the service of process also has been made in accordance with Brazilian law) – or after sufficient evidence of the defendant’s absence (“revelia”) has been given, as required under applicable law;

• is not rendered in an action upon which Brazilian courts have exclusive jurisdiction, pursuant to the provisions of art. 23 of the Brazilian Code of Civil Procedure (Law No. 13,105/2015, as amended);

• does not conflict with a final and unappealable decision issued by a Brazilian court in a lawsuit that involves the same parties, cause of action and claim;

• is final and, therefore, not subject to appeal (res judicata) in the United States;

• fulfills all formalities required for its enforceability under the laws of the United States;

• is duly apostilled by a competent authority of the United States, according to the Hague Convention Abolishing the Requirement of Legalization for Foreign Public Documents dated as of October 5, 1961, authentication, or the Hague Convention. If such decision emanates from a country that is not a signatory of the Hague Convention, it must be duly authenticated by a Brazilian Diplomatic Office or Consulate;

• is accompanied by a translation into Portuguese made by a certified translator in Brazil (sworn translation), unless an exemption is provided by an international treaty to which Brazil is a signatory; and

• is not contrary to Brazilian national sovereignty, public morality or public policy and does not violate the dignity of the human person, as set forth in Brazilian law.

With respect to the interlocutory decisions, Brazilian Civil Procedure Code provides that a foreign interlocutory decision may be enforced in Brazil after the authorization of the enforcement of the letter rogatory is granted by the Brazilian Superior Court of Justice (the granting of the exequatur) and that the judgment regarding the urgency of the relief falls exclusively to the judicial authority that rendered the foreign decision. In both cases, once the Brazilian Superior Court of Justice recognizes the award or grants the exequatur, it is necessary to initiate an enforcement proceeding before the lower federal court with jurisdiction over the defendant or its assets. The enforcement proceeding basically follow the same rules applicable to the enforcement of a Brazilian court decision.

The judicial recognition process may be time-consuming and may also give rise to difficulties in enforcing such foreign judgment in Brazil. Accordingly, we cannot assure you that judicial recognition of a foreign judgment will be conducted in a timely manner or that a Brazilian court will enforce a monetary judgment for violation of the federal securities laws of the United States or other jurisdictions outside Brazil with respect to the Class A common shares.

Pursuant the Brazilian Civil Procedure Code, the valid choice of foreign forum prevents a Brazilian court from exercising jurisdiction over any suit, action or proceeding in connection with any such document, provided that (a) the document is considered to be international; (b) the parties choose a forum with exclusive jurisdiction over the disputes arising out of the document; (c) the choice is not considered abusive; and (d) Brazilian courts

250

do not have exclusive jurisdiction over any dispute arising therefrom. Brazilian courts shall have exclusive jurisdiction over matters involving real property located in Brazil, legal division of goods located in Brazil regarding matters of succession and will execution regarding the division of assets located in Brazil in case of divorce, legal separation or dissolution of a civil union, the approval of a judicial reorganization plan and the declaration of bankruptcy by a Brazilian individual or entity.

Service of process, if made in Brazil, must be effective in accordance with Brazilian law. The Brazilian Superior Court of Justice understands that, even with a process agent appointed by a Brazilian party in the United States, a service of process by letter rogatory would be required for purposes of homologation/recognition in Brazil of the decision issued by United States courts.

We have also been advised that:

• civil actions may be brought before Brazilian courts based on the federal securities laws of the United States or other jurisdiction outside Brazil and that, subject to applicable law, Brazilian courts may enforce liability arising from such actions against us or our directors and officers (provided that provisions of the federal securities laws of the United States or other jurisdiction outside Brazil do not contravene Brazilian public policy, public morality or national sovereignty, good morals or human dignity, and provided further that Brazilian courts can assert jurisdiction over the particular action) . In any case, we cannot assure that the Brazilian courts will confirm its jurisdiction to rule on such matter, which will depend on the connection of the case to Brazil and, therefore, must be analyzed on a case-by-case manner; and

• the ability of a judgment creditor to satisfy a judgment by attaching certain assets of the defendant in Brazil is governed and limited by provisions of Brazilian law to the extent that assets are located in Brazil.

We believe original actions may be brought in connection with this initial public offering predicated on the federal securities laws of the United States in Brazilian courts and that, subject to applicable law, Brazilian courts may enforce liabilities in such actions against us or the members of our board of directors or our executive officers and certain advisors named herein.

In addition, a plaintiff, whether Brazilian or non-Brazilian, who resides outside Brazil or is outside Brazil during the course of litigation in Brazil and who does not own real property in Brazil must post a bond to guarantee the payment of the defendant’s legal fees and court expenses, including attorney’s fees, in connection with court procedures for the collection of money according to Article 83 of the Brazilian Code of Civil Procedure (Código de Processo Civil). This is so except in the case of: (1) claims for collection on a título executivo extrajudicial (an instrument which may be enforced in Brazilian courts without a review on the merits), or enforcement of foreign judgments that have been duly recognized by the Superior Court of Justice; (2) counterclaims as established under said Article 83 of the Brazilian Code of Civil Procedure; and (3) when an exemption is provided by an international agreement or treaty to which Brazil is a signatory.

If proceedings are brought in Brazilian courts seeking to enforce our obligations with respect to our Class A common shares, payment shall be made in reais. Any judgment rendered in Brazilian courts in respect of any payment obligations with respect to our Class A common shares would be expressed in reais. See “Risk Factors—Certain Risks Relating to Our Class A Common Shares and the Offering—Judgments of Brazilian courts to enforce our obligations with respect to our Class A common shares may be payable only in reais.”

251

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the U.S. Securities and Exchange Commission a registration statement (including amendments and exhibits to the registration statement) on Form F-1 under the Securities Act. This prospectus, which is part of the registration statement, does not contain all of the information set forth in the registration statement and the exhibits and schedules to the registration statement. For further information, we refer you to the registration statement and the exhibits and schedules filed as part of the registration statement. If a document has been filed as an exhibit to the registration statement, we refer you to the copy of the document that has been filed. Each statement in this prospectus relating to a document filed as an exhibit is qualified in all respects by the filed exhibit.

Upon completion of this offering we will be subject to the informational requirements of the Exchange Act that are applicable to foreign private issuers. Accordingly, we will be required to file reports and other information with the SEC, including annual reports on Form 20-F and reports on Form 6-K. You may inspect and copy the reports and other information to be filed with the SEC at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington D.C. 20549. Copies of the materials may be obtained from the Public Reference Room of the SEC at 100 F Street, N.E., Washington, D.C. 20549 at prescribed rates. The public may obtain information on the operation of the SEC’s Public Reference Room by calling the SEC in the United States at 1-800-SEC-0330. In addition, the SEC maintains an Internet website at http://www.sec.gov, from which you can electronically access the registration statement and its materials.

As a foreign private issuer, we are exempt under the Exchange Act from, among other things, the rules prescribing the furnishing and content of proxy statements, and our executive officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we will not be required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act.

We will send the transfer agent a copy of all notices of shareholders’ meetings and other reports, communications and information that are made generally available to shareholders. The transfer agent has agreed to mail to all shareholders a notice containing the information (or a summary of the information) contained in any notice of a meeting of our shareholders received by the transfer agent and will make available to all shareholders such notices and all such other reports and communications received by the transfer agent.

252

EXPLANATORY NOTE TO THE FINANCIAL STATEMENTS

The Company, the registrant in this offering, was incorporated on September 21, 2020, to become the holding entity of Vinci Partners Investimentos Ltda. (which we refer to in this prospectus as “Vinci Partners Brazil”) in connection with this offering. Until the contribution of the Vinci Partners Brazil quotas to it, prior to the consummation of this offering, the Company will not have commenced operations and will have only nominal assets and liabilities and no material contingent liabilities or commitments. Accordingly, the financial statements of the Company have been omitted from this prospectus. The financial statements presented in this prospectus are those of Vinci Partners Brazil, which, upon the contribution of the Vinci Partners Brazil quotas to the Company prior to the consummation of this offering, will be the Company’s principal holding company and wholly-owned subsidiary.

253

INDEX TO FINANCIAL STATEMENTS

	Page
Unaudited Interim Consolidated Financial Statements—Vinci Partners Investimentos Ltda.
Unaudited Interim Consolidated Balance Sheets as of September  30, 2020 and December 31, 2019		F-2
Unaudited Interim Consolidated Statements of Income for the nine months ended September 30, 2020 and 2019		F-4
Unaudited Interim Consolidated Statements of Comprehensive Income for the nine months ended September 30, 2020 and 2019		F-5
Unaudited Interim Consolidated Statements of Changes in Equity for the nine months ended September 30, 2020 and 2019		F-6
Unaudited Interim Consolidated Statements of Cash Flows for the nine months ended September 30, 2020 and 2019		F-7
Notes to the Unaudited Interim Consolidated Financial Statements		F-8
Audited Consolidated Financial Statements—Vinci Partners Investimentos Ltda.
Report of Independent Registered Public Accounting Firm		F-45
Consolidated Balance Sheets at December  31, 2019 and 2018, and January 1, 2018		F-46
Consolidated Statements of Income for the years ended December  31, 2019 and 2018		F-48
Consolidated Statements of Comprehensive Income for the years ended December 31, 2019 and 2018		F-49
Consolidated Statements of Changes in Equity for the years ended December 31, 2019 and 2018		F-50
Consolidated Statements of Cash Flows for the years ended December  31, 2019 and 2018		F-51
Notes to Consolidated Financial Statements as of and for the years ended December 31, 2019 and 2018, and January 1, 2018		F-52

F-1

Vinci Partners Investimentos Ltda.

Unaudited interim condensed consolidated balance sheets

All amounts in thousands of reais

Assets	Note	09/30/2020		12/31/2019
Current assets
Cash and cash equivalents	5(d)		94,779		3,896
Cash and bank deposits	5(d)		13,656		3,564
Financial instruments at fair value through profit or loss	5(d)		81,123		332
Financial instruments at fair value through profit or loss	5(c)		20,772		85,944
Trade receivables	5(a)		33,191		58,808
Sub-leases receivable	10		2,963		2,883
Taxes recoverable			1,118		789
Other assets	6		7,189		5,044
Total current assets			160,012		157,364
Non-current assets
Financial instruments at fair value through profit or loss	5(c)		27,356		24,164
Trade receivables	5(a)		22,382		15,961
Sub-leases receivable	10		688		2,717
Taxes recoverable			149		513
Deferred taxes	18		5,328		2,207
Other assets	6		1,357		1,330
		57,260		46,892
Property and equipment	8		15,837		16,412
Right of use – leases	10		84,310		88,384
Intangible assets	9		1,747		2,720
		159,154		154,408
TOTAL			319,166		311,772

The accompanying notes are an integral part of these financial statements.

F-2

Vinci Partners Investimentos Ltda.

Unaudited interim condensed consolidated balance sheets

All amounts in thousands of reais 

Liabilities and equity	Note	09/30/2020		12/31/2019
Current liabilities
Trade payables			171		326
Deferred revenue	23		20,135		—
Leases	10 and 5(e)		18,479		17,738
Accounts payable	11		2,338		37,669
Labor and social security obligations	12		29,033		30,948
Taxes and contributions payable	13		18,457		16,297
Total current liabilities			88,613		102,978
Non-current liabilities
Accounts payable	11		33		33
Leases	10 and 5(e)		81,385		85,153
Payables to related parties	19		1,557		—
Deferred taxes	18		10,639		8,883
			93,614		94,069
Equity	14
Quota capital			8,730		8,595
Retained earnings			112,870		91,430
Other reserves			11,224		8,119
			132,824		108,144
Non-controlling interests in the equity of subsidiaries			4,115		6,581
Total equity			136,939		114,725
Total liabilities and equity			319,166		311,772

The accompanying notes are an integral part of these consolidated financial statements.

F-3

Vinci Partners Investimentos Ltda.

Unaudited interim condensed consolidated statements of income

For the nine-month periods ended

All amounts in thousands of reais unless otherwise stated

Statements of Income	Note	09/30/2020			09/30/2019
Net revenue from services rendered	15		235,280			192,629
General and administrative expenses	16		(84,375	)		(79,169	)
Operating profit			150,905			113,460
Finance income	17		5,869			16,738
Finance costs	17		(9,617	)		(9,261	)
Finance profit/(loss), net			(3,748	)		7,477
Profit before income taxes			147,157			120,937
Income taxes	18		(30,354	)		(25,202	)
Profit for the period			116,803			95,735
Attributable to the quotaholders of the parent company			114,322			93,937
Attributable to non-controlling interests			2,481			1,798
Basic and diluted earning per quota			13.19			10.80

The accompanying notes are an integral part of these consolidated financial statements.

F-4

Vinci Partners Investimentos Ltda.

Unaudited interim condensed consolidated statements of comprehensive income

For the nine month periods ended

All amounts in thousands of reais

	09/30/2020		09/30/2019
Profit for the period		116,803		95,735
Other comprehensive income
Items that may be reclassified to profit or loss:
Foreign exchange variation of investee located abroad
Vinci Financial Ventures (VF2) GP		5		—
Vinci Capital Partners GP Limited		83		26
Vinci USA LLC		2,973		440
Vinci Capital Partners F III GP Limited		25		5
GGN GP LLC		19		—
Total comprehensive income for the period		119,908		96,206
Attributable to:
Quotaholders of the parent company		117,427		94,408
Non-controlling interests		2,481		1,798
	119,908		96,206

The accompanying notes are an integral part of these consolidated financial statements.

F-5

Vinci Partners Investimentos Ltda.

Unaudited interim condensed consolidated statements of changes in equity

All amounts in thousands of reais 

	Quota capital			Retained earnings			Other reserves		Treasury quotas			Total			Non-controlling interests			Total equity
At December 31, 2018		8,820			49,711			7,776		—			66,307			1,759			68,066
Profit for the period		—			93,937			—		—			93,937			1,798			95,735
Other comprehensive income:
Foreign exchange variation of investee located abroad		—			—			471		—			471			—			471
Capital increase		—			—			—		—			—			744			744
Treasury quotas bought		—			—			—		(225	)		(225	)		—			(225	)
Treasury quotas canceled		(225	)		—			—		225			—			—			—
Allocation of profit:
Dividends		—			(109,655	)		—		—			(109,655	)		—			(109,655	)
At September 30, 2019		8,595			33,993			8,247		—			50,835			4,301			55,136
At December 31, 2019		8,595			91,430			8,119		—			108,144			6,581			114,725
Profit for the period		—			114,322			—		—			114,322			2,481			116,803
Other comprehensive income:
Foreign exchange variation of investee located abroad		—			—			3,105		—			3,105			—			3,105
Capital increase (decrease)		135			—			—		—			135			(900	)		(765	)
Acquisition of non-controlling quotas																(657	)		(657	)
Allocation of profit:
Dividends		—			(92,882	)		—		—			(92,882	)		(3,390	)		(96,272	)
At September 30, 2020		8,730			112,870			11,224		—			132,824			4,115			136,939

The accompanying notes are an integral part of these consolidated financial statements.

F-6

Vinci Partners Investimentos Ltda.

Unaudited interim condensed consolidated statements of cash flows

For the nine months periods ended

All amounts in thousands of reais unless otherwise stated

	09/30/2020			09/30/2019
Cash flows from operating activities
Profit before taxation		147,157			120,937
Adjustments to reconcile net income to cash flows from operations:
Depreciation and amortization		9,860			12,312
Financial result on lease agreements		8,698			8,253
Finance expense on liabilities at amortized cost		203			134
Unrealized gain of financial instruments at fair value through profit or loss		(4,785	)		(15,961	)
	161,133			125,675
Changes in assets and liabilities
Trade receivables		19,196			(15,552	)
Taxes recoverable		34			(189	)
Other assets		(2,171	)		(1,836	)
Trade payables		(156	)		(66	)
Deferred revenue		20,135			12,472
Accounts payable		(1,974	)		1,812
Labor and social security obligations		(1,914	)		2,040
Taxes and contributions payable		(7,318	)		2,680
Payables to related parties		—			(26	)
Other payables		—			(1,654	)
		25,832			(319	)
Cash generated from operations		186,965			125,356
Income tax paid		(22,242	)		(16,568	)
Net cash inflow from operating activities		164,723			108,788
Cash flows from investing activities
Purchases of property and equipment and additions to intangible assets		(1,906	)		(1,298	)
Purchase of financial instruments at fair value through profit or loss		(362,994	)		(201,024	)
Redemptions of financial instruments at fair value through profit or loss		429,760			167,542
Net cash (outflow) from investing activities		64,860			(34,780	)
Cash flows from financing activities
Issuance (purchase) of quotas		135			(225	)
Capital (decrease) increase of non-controlling interests in the equity of subsidiaries		(900	)		163
Lease payments, net of sublease received		(12,115	)		(11,792	)
Borrowings acquisitions (payments)		900			(8,500	)
Dividends paid		(129,832	)		(60,771	)
Net cash (outflow) from financing activities		(141,812	)		(81,125	)
Net increase (decrease) in cash and cash equivalents		87,771			(7,117	)
Cash and cash equivalents at the beginning of the period		3,896			11,713
Foreign exchange variation of cash and cash equivalents in subsidiary abroad		3,112			490
Cash and cash equivalents at the end of the period (Notes 6 and 7)		94,779			5,086
Supplementary information	09/30/2020			09/30/2019

Interest paid – finance lease 9,098 8,861

Non-cash financing and investing activities

Dividends declared and not yet paid until September 30, 2020 and 2019 was R$ 851 (Note 11) and R$ 49,848, respectively.

Acquisition of non-controlling quotas not yet paid until September 30, 2020 was R$ 657 (Note 11).

The accompanying notes are an integral part of these consolidated financial statements.

F-7

Vinci Partners Investimentos Ltda.

Notes to unaudited interim condensed consolidated financial statements

All amounts in thousands of reais 

1 Operations

Vinci Partners Investimentos Ltda. (referred to herein as “Entity”, “Group” or “Vinci”) started its activities in September 2009. Its objective is to hold investments in the capital of other companies as partner (quotaholder). The investees are specialized in rendering alternative investment management and financial advisory services. The actual quotaholders of the Entity are disclosed in Note 14.

The Entity is established and domiciled in Brazil, and its headquarters are located at Rua Bartolomeu Mitre nº 336, Leblon, in the city of Rio de Janeiro.

Covid-19

On March 11, 2020, the World Health Organization (WHO) declared COVID-19 a global pandemic. As of September 30, 2020, more than 33.0 million people had been infected with the virus and approximately 1,000,000 people have died globally. The measures adopted to respond to the pandemic, including social distancing, adversely impacted economies globally, including Brazil, which were hampered by several factors such as the cessation of economic activities, the losing of trade and services, the restrictions on movement and the resulting reduction of consumption and industrial production, as well as other supervening macroeconomic issues, such as rising unemployment, falling stock markets and the prospect of a global economic recession.

The COVID-19 pandemic and government measures taken in response thereto has caused disruptions in some of our funds’ portfolio companies’ businesses and could lead to long-term disruptions or closures. For instance, the COVID-19 pandemic has caused work stoppages and increased unemployment, including because of illness or travel or government restrictions in connection with the pandemic. Additionally, the COVID-19 pandemic has resulted in the temporary or permanent closure of many businesses and has required adjustments in how many businesses operate. For example, certain funds in our real estate segment were adversely impacted as a result of shopping mall closures in Brazil lasting over three months. In addition, there is uncertainty surrounding real estate funds with concentrated investments in office space as the real estate market adjusts to shifts in office space demand in response to changes in economic activity and remote working arrangements. These factors have adversely impacted certain of the companies in our investment portfolio and severely disrupted operations and economic conditions generally. Finally, significant market fluctuations driven by the COVID-19 pandemic have resulted in fluctuations in the fair value component of our Assets Under Management and could result in additional fluctuations in our Assets Under Management depending on the severity and extent of the ongoing crisis. However, considering all the impacts the Company did not record any impairment in 2020 as result of COVID-19.

Actions such as sending all employees to work from home, informing employees on precautious actions and performing assessment of third-party service suppliers are being undertaken to mitigate any risk of COVID-19 affecting Vinci’s activities.

2 Summary of significant accounting policies

2.1 Basis of preparation and presentation

The unaudited interim condensed consolidated financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting as issued by the International Accounting Standards Board (“IASB”).

F-8

Vinci Partners Investimentos Ltda.

Notes to unaudited interim condensed consolidated financial statements

All amounts in thousands of reais

The unaudited interim condensed consolidated financial statements do not include all the information and disclosures required in the annual financial statements and should be read in conjunction with the Group’s annual consolidated financial statements as of December 31, 2019.

The accounting policies adopted are consistent with those of the previous financial year and corresponding interim reporting period.

The unaudited interim condensed consolidated financial statements are presented in Brazilian reais (“R$”), and all amounts disclosed in the financial statements and notes have been rounded off to the nearest thousand currency units unless otherwise stated.

The issuance of these financial statements was authorized by the Entity’s management on November 23, 2020.

(a) Consolidated financial statements

Ownership interest in subsidiaries at September 30, 2020 and December 31, 2019 are as follows:

	Interest—%
	09/30/2020		12/31/2019
Direct subsidiaries
Vinci Assessoria financeira Ltda. (*)		100		100
Vinci Equities Gestora de Recursos Ltda. (*)		100		100
Vinci Gestora de Recursos Ltda. (*)		100		100
Vinci Capital Gestora de Recursos Ltda. (*)		100		100
Vinci Gestão de Patrimônio Ltda.		100		100
Vinci Real Estate Gestora de Recursos Ltda. (**)		100		80
Vinci Capital Partners GP Limited.		100		100
Vinci USA LLC		100		100
Vinci GGN de Recursos Ltda. (*)		100		100
Vinci Infraestrutura Gestora de Recursos Ltda.		80		80
Vinci Financial Ventures (VF2) GP		100		100
Vinci Capital Partners GP III Limited.		100		100
GGN GP LLC		100		100
Amalfi Empreendimentos e Participações Ltda.		100		100

(*) Minority interest represents less than 0.001%.

(**) In August 31, 2020, Vinci acquired the remaining interest of its investee Vinci Real Estate Investimentos Ltda from the minority quotaholder, by the price of R$ 1.00 per quota. The transaction was settled by the nominal value of the quota, in the amount of R$ 657 for the acquisition of 657.200 quotas.

Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity where the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.

F-9

Vinci Partners Investimentos Ltda.

Notes to unaudited interim condensed consolidated financial statements

All amounts in thousands of reais 

Inter-company transactions, balances and unrealized gains on transactions between Group companies are eliminated. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the transferred asset. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.

Non-controlling interests in the results and equity of subsidiaries are shown separately in the consolidated statement of profit or loss, statement of comprehensive income, statement of changes in equity and balance sheet respectively.

The Group treats transactions with non-controlling interests that do not result in a loss of control as transactions with equity owners of the Group. A change in ownership interest results in an adjustment between the carrying amounts of the controlling and non-controlling interests to reflect their relative interests in the subsidiary. Any difference between the amount of the adjustment to non-controlling interests and any consideration paid or received is recognized in another reserve within equity attributable to owners of Entity.

When the Group ceases to consolidate an investment or account for it under equity method because of a loss of control, joint control or significant influence, any retained interest in the entity is remeasured to its fair value, with the change in carrying amount recognized in profit or loss. This fair value becomes the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognized in other comprehensive income in respect of that entity are accounted for as if the group had directly disposed of the related assets or liabilities. This may mean that amounts previously recognized in other comprehensive income are reclassified to profit or loss.

2.2 Segment reporting

The CEO is responsible for the decision-making process related to executive themes, resources allocation and strategic decisions of Vinci.

The Group has eight distinct business segments: (i) hedge funds; (ii) public equities; (iii) private equity; (iv) financial advisory services, (v) Investment products and solutions; (vi) real estate; (vii) infrastructure and (viii) Credit (Note 20).

3 Accounting estimates and judgments

The Entity makes estimates and assumptions concerning the future, based on historical experience and other factors, including expectations of future events. The resulting accounting estimates will, by definition, seldom equal the related actual results. The main estimations and assumptions made by the Entity comprises the provision for impairment of trade receivables, provision for profit sharing, the revenue recognition of management fees for some funds and the fair value measurement of financial assets.

4 Financial risk management

The main risks related to the financial instruments are: credit risk, market risk, and liquidity risk, as defined below: The management of such risks involves various levels in the Entity and comprehends a number of policies and strategies. The Group’s risk management focuses on the unpredictability of financial markets and seeks to mitigate potential adverse impacts on the Group’s financial performance.

F-10

Vinci Partners Investimentos Ltda.

Notes to unaudited interim condensed consolidated financial statements

All amounts in thousands of reais

4.1 Financial risk factors

This note explains the Group’s exposure to financial risks and how these risks could affect the Group’s future financial performance. Current year profit and loss information has been included where relevant to add further context.

The Group’s risk management is predominantly controlled by a central treasury department (group treasury) under policies approved by the board of directors. The board provides written principles for overall risk management, as well as policies covering specific areas, such as foreign exchange risk, interest rate risk, credit risk, use of derivative financial instruments and non-derivative financial instruments, and investment of excess liquidity.

(a) Credit risk

Credit risk arises from cash and cash equivalents, contractual cash flows of debt investments carried at amortized cost, at fair value through profit or loss (FVPL), and deposits with banks and financial institutions, as well as credit exposures to wholesale and retail customers, including outstanding receivables.

(i) Risk management

Vinci’s treasury manages credit risk on a group basis. At September 30, 2020 and December 31, 2019 the expected credit losses is considered immaterial due to the short maturities of the deposits and the credit quality of the counterparties, which have a credit rating AAA evaluated by Fitch Ratings. The Entity has not suffered any losses from cash and cash equivalent since inception. Vinci’s treasury review expected credit losses on a regular basis.

(ii) Impairment of financial assets

The group has the following types of financial assets that are subject to the expected credit loss model:

> trade receivables

> debt investments carried at amortized cost, and

While cash and cash equivalents are also subject to the impairment requirements of IFRS 9, the

identified impairment loss was immaterial.

(b) Market risk

(i) Foreign exchange risk

The Group’s exposure to foreign currency risk at the end of the reporting period, expressed in functional currency units, was as follows:

The amounts presented in the table below are originally presented in US Dollar and were converted into Brazilian Reais (R$) by the foreign exchange rate at the closing date.

F-11

Vinci Partners Investimentos Ltda.

Notes to unaudited interim condensed consolidated financial statements

All amounts in thousands of reais

Balance sheet	09/30/2020		12/31/2019
Cash and cash equivalents		13,541		3,304
Trade receivable		4,333		3,846
Lease		—		—
Other receivables		1,310		935
Current assets		19,184		8,085
Leases, property and equipment		4,676		4,033
Non-current assets		4,676		4,033
Trade payables		2,385		124
Lease		1,094		782
Labor and social security obligations		3,666		5,410
Current liabilities		7,145		6,316
Lease		3,168		2,732
Non-current liabilities		3,168		2,732
Net Equity		13,547		3,070

The aggregate net foreign exchange gains/losses recognized in profit or loss were:

Net foreign exchange result for the nine-month period ending	09/30/2020			09/30/2019
Financial revenue		416			38
Financial expense		(67	)		(154	)
Net foreign exchange result, net		349			(116	)

The group operates internationally and is exposed to foreign exchange risk, exclusively the US dollar.

Foreign exchange risk arises from future commercial transactions and recognized assets and liabilities denominated in a currency that is not the functional currency of the Group.

(ii) interest rate risk

The Group’s profit or loss is sensitive to higher/lower interest income from cash equivalents and fixed income funds as a result of changes in interest rates.

The table below summarize the sensitivity of changes in interest rates for the nine-month ending:

	Impact on post-tax profit
	09/30/2020			09/30/2019
Interest rates – increase by 70 basis points *		273			126
Interest rates – decreased by 100 basis points *		(390	)		(180	)

* Holding all other variables constant

F-12

Vinci Partners Investimentos Ltda.

Notes to unaudited interim condensed consolidated financial statements

All amounts in thousands of reais

(iii) Price risk

The Group’s exposure to investment securities price risk arises from investments held by the group and classified in the balance sheet at fair value through profit or loss (note 5).

To manage its price risk arising from investments in investment securities, the group diversifies its portfolio. Diversification of the portfolio is done in accordance with the limits set by the Group.

The majority of the Group’s financial investments, that are exposed to significantly price risk are the private equity investments. Note 5(d) demonstrate the sensitivity analyses of impact for the assets held by the Group.

(c) Liquidity risk

Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through an adequate amount of committed credit facilities to meet obligations when due and to close out market positions. At September 30, 2020, the group held bank deposits and certificate of deposits of R$ 94,779 (12/31/2019 – R$3,896) that are expected to readily generate cash inflows for managing liquidity risk.

Net debt reconciliation

This section sets out an analysis of net debt and the movements in net debt for each of the periods presented.

Net debt as at:	09/30/2020			12/31/2019
Cash and cash equivalents		94,779			3,896
Liquid investments (i)		20,772			85,944
Trade payables		(171	)		(326	)
Labor and social security obligations		(29,033	)		(30,948	)
Accounts payable		(2,371	)		(37,702	)
Payable to related parties		(1,557	)		—
Lease liabilities (ii)		(99,864	)		(102,891	)
Net debt		(17,445	)		(82,027	)

(i) Liquid investments comprise current investments that could be convertible into cash in a short period, being the Group’s financial assets held at fair value through profit or loss (Note 5 (c)).

F-13

Vinci Partners Investimentos Ltda.

Notes to unaudited interim condensed consolidated financial statements

All amounts in thousands of reais

(ii) The amount of R$ 81,385 comprises non-current liabilities at September 30,2020 (R$ 85,583 at December 31, 2019).

	Financial liabilities						Other assets
	Payables			Lease liabilities			Cash and cash equivalents			Liquid investments
Net debt as at
31 December 2018		(30,846	)		(93,004	)		11,713			37,583
Cash flow		(42,491	)		14,616			(7,117	)		30,184
Addition and financial expenses accrual		—			(25,913	)		—			—
Amortization cost		(134	)		—			—			—
Foreign exchange adjustments		—			—			490			—
Other changes (i)		—			13			—			—
30 September 2019		(73,471	)		(104,314	)		5,086			67,767
31 December 2019		(68,976	)		(102,891	)		3,896			85,944
Cash flow		35,844			14,481			87,771			(65,172	)
Addition and financial expenses accrual		—			(10,116	)		—			—
Foreign exchange adjustments		—			—			3,112			—
Other changes (i)		—			(1,338	)		—			—
30 September 2020		(33,132	)		(99,864	)		94,779			20,772

(i) Other changes include non-cash movements, including CTA adjustments which will be presented as in other comprehensive income statement.

Maturities of financial liabilities

The tables below analyses the Group’s financial liabilities into relevant maturity groupings based on their contractual maturities for significant financial liabilities. The long-term balances shown below correspond to the undiscounted cash flows.

Contractual maturities of financial liabilities at 30 September 2020	Less than 1 year			Between 1 and 3 years			Over 3 years			Carrying amount
Trade payables		(171	)		—			—			(171	)
Labor and social security obligations		(29,033	)		—			—			(29,033	)
Lease liabilities		(18,479	)		(38,128	)		(108,126	)		(99,864	)
Accounts payable		(2,338	)		(33	)		—			(2,371	)
Payable to related parties		—			(1,557	)		—			(1,557	)
Total		(50,021	)		(39,718	)		(108,126	)		(132,996	)

F-14

Vinci Partners Investimentos Ltda.

Notes to unaudited interim condensed consolidated financial statements

All amounts in thousands of reais

Contractual maturities of financial liabilities at 31 December 2019	Less than 1 year			Between 1 and 3 years			Over 3 years			Carrying amount
Trade payables		(326	)		—			—			(326	)
Labor and social security obligations		(30,948	)		—			—			(30,948	)
Lease liabilities		(17,738	)		(37,914	)		(120,884	)		(102,891	)
Accounts payable		(37,669	)		(33	)		—			(37,702	)
Total		(86,681	)		(37,947	)		(120,884	)		(171,867	)

5 Financial instruments

This note provides information about the group’s financial instruments, including:

- an overview of all financial instruments held by the group

- specific information about each type of financial instrument

- accounting policies

- information about determining the fair value of the instruments, including judgements and estimation uncertainty involved.

The group classifies its financial assets in the following measurement categories:

• those measured at fair value or through profit or loss, and

• those measured at amortized cost.

The classification depends on the entity’s business model for managing the financial assets and the contractual terms of the cash flows.

For assets measured at fair value, gains and losses will be recorded in profit.

Recognition and derecognition

Regular way purchases and sales of financial assets are recognized on trade date, being the date on which the group commits to purchase or sell the asset. Financial assets are derecognized when the rights to receive cash flows from the financial assets have expired or have been transferred and the group has transferred substantially all the risks and rewards of ownership.

Measurement

At initial recognition, the group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss (FVPL), transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at FVPL are expensed in profit or loss.

The group holds the following financial instruments:

F-15

Vinci Partners Investimentos Ltda.

Notes to unaudited interim condensed consolidated financial statements

All amounts in thousands of reais

Financial assets	Section	09/30/2020		12/31/2019
Trade receivables	(a)		55,573		74,769
Other financial assets at amortized cost	(b)		810		817
Cash and cash equivalents	(d)		94,779		3,896
Financial assets at fair value through profit or loss (FVPL)	(c)		48,128		110,108
			199,290		189,590
Financial liabilities
Liabilities at amortized cost	(e)		33,132		68,976
Lease liabilities	(e)		99,864		102,891
			132,996		171,867

The group’s exposure to risks associated with the financial instruments is discussed in note 4. The maximum exposure to credit risk at the end of the reporting period is the carrying amount of each class of financial assets mentioned above.

a) Trade receivables

Current assets	09/30/2020			12/31/2019
Trade receivables from contracts with customers		33,281			58,898
Loss allowance		(90	)		(90	)
Non-current assets
Trade receivables from contracts with customers		22,382			15,961
		55,573			74,769

Trade receivables are recognized initially at the amount of consideration that is unconditional and are not submitted to any financial components. They are subsequently measured at amortized cost, less loss allowance.

Current trade receivables are amounts due from customers for services performed in the ordinary course of business. They are generally due for settlement within 30 days and are therefore all classified as current. Due to the short-term nature of the current receivables, their carrying amount is considered to be the same as their fair value

Non-current trade receivables are unrealized performance fees that Management, with accumulated experience, estimate that it is highly probable that a significant reversal will not occur.

The Entity use a provision matrix to calculate expected credit losses and the exposure to credit risk from receivables are reviewed on a regular basis. Trade receivables allowance are presented in general and administrative expense.

The loss allowances for trade receivables as at 30 September, 2020 and 31 December, 2019 reconcile to the opening loss allowances as follows:

F-16

Vinci Partners Investimentos Ltda.

Notes to unaudited interim condensed consolidated financial statements

All amounts in thousands of reais

	2020			2019
Opening loss allowance at 1 January		(90	)		(190	)
Increase in trade receivable allowance recognized in profit or loss		—			(69	)
Write-off		—			169
Closing loss allowance at 30 September 2020 / 31 December 2019		(90	)		(90	)

Trade receivables are written off where there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of recovery include, among others, the failure of a debtor to engage in a repayment plan with the group, and a failure to make contractual payments. The Entity wrote off an amount of R$ 0 during the 2020 year (R$ 169—2019). Subsequent recoveries of amounts previously written off are credited against the same line item.

b) Other financial assets at amortized cost

Financial assets at amortized cost include the following balances:

	09/30/2020		12/31/2019
Prepayments to employees		896		817

All of the financial assets at amortized cost are denominated in Brazilian currency units. As a result, there is no exposure to foreign currency risk. There is also no exposure to price risk as the investments will be held to maturity.

See note 6 for more details.

c) Financial assets at fair value through profit or loss

The group classifies the following financial assets at fair value through profit or loss (FVPL):

- Mutual funds;

- Public equities funds;

- Real Estate listed funds and

- Private equity funds.

Financial assets measured at FVPL include the following categories:

	09/30/2020		12/31/2019
Current assets		20,772		85,944
Real estate listed funds		359		445
Mutual funds		20,030		84,665
Public equities funds		383		834
Non-current assets		27,356		24,164
Private equity funds		27,356		24,164

The following tables demonstrate the funds invested included in each category mentioned above.

F-17

Vinci Partners Investimentos Ltda.

Notes to unaudited interim condensed consolidated financial statements

All amounts in thousands of reais

Mutual Funds

	09/30/2020		12/31/2019
FI Vinci Renda Fixa CP (i)		12,087		61,227
Vinci Atlas FIC de FIM		4,865		475
Vinci Total Return FIC de FIM		1,354		—
Vinci Selection FIM		933		526
Vinci Internacional FIC FIM IE		791		—
Vinci Multiestratégia FIM (ii)		—		21,074
Vinci Valorem FIM		—		826
Vinci Selection FIC de FIM		—		537
	20,030		84,665

(i) O FI Vinci Renda Fixa CP is focused to seek return to its quotaholders through investments in various classes of financial assets available in the fixed income, derivatives and quotas of other investment funds, traded in the domestic markets, without exposition to variable income assets, foreign markets and leverage. As of September 30, 2020, and December 31, 2019, the fund’s portfolio is composed primarily by Brazilian Government Bonds. During 2020 Vinci redeemed a significant part of its investments on the related Fund and invested the cash returned on certificates of deposits, increasing the companies cash equivalent.

(ii) O Vinci Multiestratégia FIM is focused to seek return to its quotaholders through investments in various classes of financial assets available in the fixed income, variable income, foreign exchange, derivatives and quotas of other investment funds, traded in the domestic and foreign markets, without the commitment to concentration in any specific class. As of September 30, 2020, and December 31, 2019, the fund’s portfolio is composed primarily by Brazilian Government Bonds. During 2020 Vinci redeemed its investments on the related Fund and invested the cash returned on certificates of deposits, increasing the companies cash equivalent.

Public equities funds

	09/30/2020		12/31/2019
Vinci Mosaico FIA		383		834
	383		834

Real Estate listed funds

	09/30/2020		12/31/2019
Vinci Shopping Centers FII		307		391
Vinci Offices FII		52		54
	359		445

Private Equity

	09/30/2020		12/31/2019
Vinci Capital Partners III Feeder FIP Multiestratégia		635		590
Vinci Infra Coinvestimento I FIP—Infraestrutura (i)		18,687		16,669
Vinci Infra Transmissão FIP—Infraestrutura (i)		5,499		4,875
Nordeste III FIP Multiestratégia		2,535		2,030
	27,356		24,164

F-18

Vinci Partners Investimentos Ltda.

Notes to unaudited interim condensed consolidated financial statements

All amounts in thousands of reais

(i) These funds are focused in acquisition of shares, share bonuses subscriptions, debentures convertible or not into shares, or other securities issued by publicly-held, publicly-traded or private corporations, that develop new projects of infrastructure in the development sector and operations of electric power transmission lines, participating in the decision-making process of the investee, with effective influence. As of September 30, 2020, and December 31, 2019, these funds held investment in Linhas de Energia do Sertão Transmissora S.A. (“LEST”) and Água Vermelha Transmissora de Energia S.A.

During the period, the following gains/(losses) were recognized in profit or loss:

	09/30/2020		09/30/2019
Fair value gains (losses) on investments at FVPL recognized in finance income		4,827		16,048

d) Cash and cssh equivalents

Current assets	09/30/2020		12/31/2019
Cash and bank deposits		13,656		3,564
Certificate of deposit (i)		81,123		332
	94,779		3,896

(i) Comprises certificates of deposits issued by Banco Bradesco (credit rating AAA evaluated by Fitch Ratings) with interest rates variable from 96.75% to 100.50% of CDI (interbank deposit rate). The certificates are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. During 2020 the increase

in the amount is mainly related to the redemption made by Vinci in Mutual Funds, which were used to invest on the certificate of deposit.

For the purpose of presentation in the statement of cash flows, cash and cash equivalents includes cash on hand, bank deposits held at financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

e) Financial Liabilities

	09/30/2020		12/31/2019
Current		50,021		86,681
Trade payables		171		326
Labor and social security obligations (Note 12)		29,033		30,948
Lease liabilities (i)		18,479		17,738
Accounts payable (Note 11)		2,338		37,669
Non-current		82,975		85,186
Related parties (Note 19(d))		1,557		—
Lease liabilities (i)		81,385		85,153
Accounts payable (Note 11)		33		33
	132,996		171,867

(i) As at 30 September 2020, the group leased offices with a carrying amount of R$ 99,864 (12/31/2019 – 102,891) under leases expiring within five to ten years. The carrying amount of the lease liabilities comprises the net present value of the future cash expenditures up to the termination of the lease term.

F-19

Vinci Partners Investimentos Ltda.

Notes to unaudited interim condensed consolidated financial statements

All amounts in thousands of reais

(i) Recognized fair value measurements

(a) Fair value hierarchy

This section explains the judgements and estimates made in determining the fair values of the financial instruments that are recognized and measured at fair value through profit or loss in the financial statements. To provide an indication about the reliability of the inputs used in determining fair value, the group has classified its financial instruments into the three levels prescribed under the accounting standards. An explanation of each level follows underneath the table.

	At 30 September 2020
Recurring fair value measurements	Level 1		Level 2		Level 3		Total
Financial Assets
Certificate Deposits		—		81,123		—		81,123
Public equities funds		—		383		—		383
Mutual funds		—		20,030		—		20,030
Real estate listed funds		359		—		—		359
Private equity funds		—		—		27,356		27,356
Total Financial Assets		359		101,536		27,356		129,251
	At 31 December 2019
Recurring fair value measurements	Level 1		Level 2		Level 3		Total
Financial Assets
Certificate Deposits		—		332		—		332
Public equities funds		—		834		—		834
Mutual funds		—		84,665		—		84,665
Real estate listed funds		445		—		—		445
Private equity funds		—		—		24,164		24,164
Total Financial Assets		445		85,831		24,164		110,440

There were no transfers between levels for recurring fair value measurements during the period ended at 30 September 2020.

The group’s policy is to recognize transfers into and out of fair value hierarchy levels as at the end of the reporting period.

Level 1: The fair value of financial instruments traded in active markets (such as publicly traded real estate funds) is based on quoted market prices at the end of the reporting period. The quoted market price used for financial assets held by the group is the current bid price. These instruments are included in level 1.

Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximize the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities.

F-20

Vinci Partners Investimentos Ltda.

Notes to unaudited interim condensed consolidated financial statements

All amounts in thousands of reais

(b) Valuation techniques used to determine fair values

Specific valuation techniques used to value financial instruments include:

- the use of quoted market prices

- for level 3 financial instruments – discounted cash flow analysis.

All non-listed assets fair value estimates are included in level 2, except for private equity funds, where the fair values have been determined based on fair value appraisals for Fund’s investments, performed by the Fund’s Management (Vinci Capital) or a third party hired by the Administration. The most part of the level 3 financial instruments evaluation uses discount cash flows techniques to evaluate the fair value of the Fund’s investments. The appraisals performed by a third party are reviewed by Vinci (Funds Management).

(c) Fair value measurements using significant unobservable inputs (level 3)

The following table presents the changes in level 3 items for the periods ended 30 September 2020 and 31 December 2019:

	Fair Value
Opening balance January 1, 2019		14,313
Purchases		6,110
Transfer between level 3 to 1		(90	)
Sales and distributions		(12,972	)
Gain recognized in finance income		16,803
Closing balance December 31, 2019		24,164
Purchases		892
Sales and distributions		(657	)
Gain recognized in finance income		2,957
Closing balance September 30, 2020		27,356

F-21

Vinci Partners Investimentos Ltda.

Notes to unaudited interim condensed consolidated financial statements

All amounts in thousands of reais

(d) Valuation inputs and relationships to fair value

The following table summarizes the quantitative information about the significant unobservable inputs used in level 3 fair value measurements:

	Fair value at
Description	09/30/2020		12/31/2019		Valuation Techique		Unobservable inputs		Value input 09/30/2020		Value input 12/31/2019		Reasonable possible shift +/-	09/2019 Gain / (Losses)		09/2020 Gain / (Losses)		Possible shift in Gain and losses
Vinci Infra Coinvestimento I FIP – Infraestrutura		18,687		16,669		Discounted cash flow		Discount rate		12.46%		11.68%	0.5% / 1%		9,773		2,017	Lower discount rate in 50 basis points would increase fair value by R$ 933 (R$ 1,314 – 2019) and higher discount rate in 100 basis points would decrease fair value by R$ 1,669 (2,344 – 2019)
Vinci Infra Transmissão FIP - Infraestrutura		5,499		4,875		Discounted cash flow		Discount rate		12.46%		11.68%	0.5% / 1%		3,383		624	Lower discount rate in 50 basis points would increase fair value by R$ 333 (R$ 466 – 2019) and higher discount rate in 100 basis points would decrease fair value by R$ 595 (R$ 2,000 – 2019)
Others		3,170		2,620		NAV Valuation		NAV		N/A		N/A	1% / 2%		566		316	Increased NAV in 100 basis points would increase fair value by R$ 32 (R$ 26 – 2019) and lower NAV in 200 basis points would decrease fair value by R$ 63 (R$ 52 – 2019)
Total		27,356		24,164											13,722		2,957

F-22

Vinci Partners Investimentos Ltda.

Notes to unaudited interim condensed consolidated financial statements

All amounts in thousands of reais

6 Other assets

	09/30/2020		12/31/2019
Prepayments to employees (i)		896		817
Sundry advances		122		192
Advances to projects in progress (ii)		5,483		4,009
Other prepayments		518		117
Related parties receivables (iii)		311		301
Guarantee deposits		1,128		806
Others		88		132
		8,546		6,374
Current		7,189		5,044
Non-current		1,357		1,330
		8,546		6,374

(i) Refers to amounts receivable from employees, in which the amount is rated at the interest rate of the Interbank Deposit Certificate (CDI).

(ii) Refers to costs incurred by projects related to funds administered by Vinci, that are initially paid by the Group and subsequently reimbursed.

(iii) Refers to an intercompany transaction. See note 19 for more details.

F-23

Vinci Partners Investimentos Ltda.

Notes to unaudited interim condensed consolidated financial statements

All amounts in thousands of reais

7 Investments

(a) Non-controlling interests (NCI)

Set out below is summarized financial information for each subsidiary that has non-controlling interests that are material to the group. The amounts disclosed for each subsidiary are before inter-company eliminations.

	Vinci Real Estate					Vinci Infraestrutura						Vinci Int’l Real Estate						Total
	09/30/2020 (*)		12/31/2019			09/30/2020			12/31/2019			09/30/2020			12/31/2019			09/30/2020			12/31/2019
Summarized Balance Sheet
Current assets		—		15,832			4,123			10,352			294			500			4,417			26,684
Current liabilities		—		(4,699	)		(2,644	)		(2,957	)		(144	)		(302	)		(2,788	)		(7,958	)
Current net assets		—		11,133			1,479			7,395			150			198			1,629			18,726
Non-current assets		—		9,936			22,636			14,870			—			—			22,636			24,806
Non-current liabilities		—		(8,258	)		(3,724	)		(2,419	)		—			—			(3,724	)		(10,677	)
Non-current net assets		—		1,678			18,912			12,451			—			—			18,912			14,129
Net assets		—		12,811			20,391			19,846			150			198			20,541			32,855
Accumulated NCI		—		2,562			4,077			3,969			38			50			4,115			6,581

F-24

Vinci Partners Investimentos Ltda.

Notes to unaudited interim condensed consolidated financial statements

All amounts in thousands of reais

(*) As informed in note 2.1 (a), in August 31, 2020 Vinci acquired the remaining interest of its investee Vinci Real Estate Investimentos Ltda from the minority quotaholder.

Summarized statement	Vinci Real Estate						Vinci Infraestrutura					Vinci International Real Estate					Total
of comprehensive income	08/31/2020 (*)			09/30/2019			09/30/2020			09/30/2019		09/30/2020			09/30/2019		09/30/2020			09/30/2019
Revenue		21,367			12,700			17,633			11,119		134			651		39,134			24,470
Profit for the period		16,074			6,580			12,256			5,237		(24	)		420		28,306			12,237
Other comprehensive income		—			—			—			—		—			—		—			—
Total comprehensive income		16,074			6,580			12,256			5,237		(24	)		420		28,306			12,237
Profit allocated to NCI before dividends		3,215			1,316			2,451			1,047		(6	)		105		5,660			2,468
Disproportionate dividends distributions		(2,248	)		(670	)		(931	)		—		—			—		(3,179	)		(670	)
Profit/(loss) allocated to NCI		967			646			1,520			1,047		(6	)		105		2,481			1,798

(*) The statement of comprehensive income is presented up to August 31, 2020 once Vinci acquired the remaining interest of its investee Vinci Real Estate Investimentos Ltda from the minority quotaholder at this date, as informed in note 2.1.

F-25

Vinci Partners Investimentos Ltda.

Notes to unaudited interim condensed consolidated financial statements

All amounts in thousands of reais

8 Property and equipment

	09/30/2020
	Furniture and fittings stuffs			Improvements in properties of third parties			Computers and peripherals - improvements			Equipaments and tools			Work of arts and others		Total
Cost
At December 31, 2019		9,003			42,534			5,560			8,459			785		66,341
Aquisitions		1,461			—			105			234			106		1,906
Foreign Exchange variations of property and equipment abroad		—			6,054			—			1,771			—		7,825
At September 30, 2020		10,464			48,588			5,665			10,464			891		76,072
Accumulated depreciation
At December 31, 2019		(6,008	)		(31,751	)		(4,913	)		(7,257	)		—		(49,929	)
Annual depreciation		(584	)		(1,129	)		(273	)		(571	)		—		(2,557	)
Foreign Exchange variations of property and equipment abroad		—			(6,111	)		—			(1,638	)		—		(7,749	)
At September 30, 2020		(6,592	)		(38,991	)		(5,186	)		(9,466	)		—		(60,235	)
Net book value
At December 31, 2019		2,995			10,783			647			1,202			785		16,412
At September 30, 2020		3,872			9,597			479			998			891		15,837
Annual depreciation rate - %		10			From 10 to 20			20			10

F-26

Vinci Partners Investimentos Ltda.

Notes to unaudited interim condensed consolidated financial statements

All amounts in thousands of reais

Extension options in offices leases have not been included in the lease liability, because the Group could replace the assets without significant cost or business disruption.

	30/09/2019
	Furniture and fittings stuffs			Improvements in properties of third parties			Computers and peripherals - improvements			Equipaments and tools			Work of arts and others		Total
Cost
At December 31, 2018		8,968			41,386			5,253			7,992			616		64,215
Aquisitions		3			60			271			84			93		511
Disposals		—			—			—			—			—		—
Foreign Exchange variations of property and equipament abroad		—			579			—			375			—		954
At September 30, 2019		8,971			42,025			5,524			8,451			709		65,680
Accumulated depreciation
At December 31, 2018		(5,105	)		(29,090	)		(4,390	)		(6,300	)		—		(44,885	)
Annual depreciation		(678	)		(1,559	)		(394	)		(602	)		—		(3,233	)
Disposals		—			—			—			—			—		—
Foreign Exchange variations of property and equipament abroad		—			(571	)		—			(141	)		—		(712	)
At September 30, 2019		(5,783	)		(31,220	)		(4,784	)		(7,043	)		—		(48,830	)
Net book value
At December 31, 2018		3,863			12,296			863			1,692			616		19,330
At September 30, 2019		3,188			10,805			740			1,408			709		16,850
Annual depreciation rate - %		10			From 10 to 20			20			10

F-27

Vinci Partners Investimentos Ltda.

Notes to unaudited interim condensed consolidated financial statements

All amounts in thousands of reais

9 Intangible assets

Intangible assets include expenditures with the development of the software product for Risk System and Portfolio Allocation, whose purpose is to evaluate the risk of the funds and to allocate the clients’ portfolio.

Economic benefits will flow to the Group from the service fees charged to the clients for the sale of advisory services on market risks or through a service which the Vinci’s managers named Wealth Management.

The Entity assesses, at each reporting date, whether there is an indication that an intangible asset may be impaired. If any indication exists, the Entity estimates the asset’s recoverable amount. There were no indications of impairment of intangible assets for the periods ended September 30, 2020 and December 31, 2019.

	09/30/2020
	Software development			Total
Cost
At December 31, 2019		21,908			21,908
Purchases		—			—
Foreign exchange variation of intangible assets abroad		2,506			2,506
At September 30, 2020		24,414			24,414
Accumulated amortization
At December 31, 2019		(19,188	)		(19,188	)
Amortization		(991	)		(991	)
Foreign exchange variation of intangible assets abroad		(2,488	)		(2,488	)
At September 30, 2020		(22,667	)		(22,667	)
At December 31, 2019		2,720			2,720
At September 30, 2020		1,747			1,747
Amortization rate (per year) - %		20	%

F-28

Vinci Partners Investimentos Ltda.

Notes to unaudited interim condensed consolidated financial statements

All amounts in thousands of reais

	09/30/2019
	Software development			Total
Cost
At December 31, 2018		21,105			21,105
Purchases		539			539
Foreign exchange variation of intangible assets abroad		243			243
At September 30, 2019		21,887			21,887
Accumulated amortization
At December 31, 2018		(17,272	)		(17,272	)
Amortization		(612	)		(612	)
Foreign exchange variation of intangible assets abroad		(237	)		(237	)
At September 30, 2019		(18,121	)		(18,121	)
At December 31, 2018		3,833			3,833
At September 30, 2019		3,766			3,766
Amortization rate (per year) - %		20	%

10 Leases

This note provides information for leases where the group is a lessee. The notes also provide the information of subleases agreements where the Group is a lessor, once part of the assets leased by the Group is subleased to third parties.

F-29

Vinci Partners Investimentos Ltda.

Notes to unaudited interim condensed consolidated financial statements

All amounts in thousands of reais

(i) Amount recognized in the balance sheet

The balance sheet shows the following amounts relating to leases:

	09/30/2020			12/31/2019
Sub-lease receivable
Rio de Janeiro Office - BM 336		3,651			5,600
Total		3,651			5,600
Current		2,963			2,883
Non-current		688			2,717
Total		3,651			5,600
Right of use assets
Rio de Janeiro Office - BM 336		74,898			79,101
São Paulo Office - JRA		5,521			6,012
NY Office - third Avenue		3,891			3,271
Total		84,310			88,384
Lease liabilities
Rio de Janeiro Office - BM 336		(89,079	)		(92,444	)
São Paulo Office - JRA		(6,523	)		(6,933	)
NY Office - Madson Tower		—			—
NY Office - third Avenue		(4,262	)		(3,514	)
Total		(99,864	)		(102,891	)
Current		(18,479	)		(17,738	)
Non-current		(81,385	)		(85,153	)
Total		(99,864	)		(102,891	)

Additions to the right-of-use assets until September 30, 2020 were R$ 1,000 (R$ 3,544 during the 2019 financial year).

(ii) Amount recorded in the statement of profit or loss

The statement of profit or loss shows the following amounts relating to leases for the nine-month period ending on:

	09/30/2020		09/30/2019
Right of use assets depreciation		(6,312)		(8,467)
Financial expense		(9,116)		(8,877)
		(15,428)		(17,344)

The total cash outflow for leases until September 30, 2020 was R$ 14,481 (R$ 14,616 until September 30, 2019).

F-30

Vinci Partners Investimentos Ltda.

Notes to unaudited interim condensed consolidated financial statements

All amounts in thousands of reais

The Group’s leasing activities and how these are accounted for are disclosed in the Group’s annual consolidated financial statements as of December 31, 2019.

11 Accounts payable

	09/30/2020		12/31/2019
Dividends payable (i)		851		34,410
Rent payable – prior month expense		1,324		1,260
Funds quotas acquisition (ii)		—		1,835
Other payables		196		197
		2,371		37,702
Current		2,338		37,669
Non-current		33		33

(i) On April 30, 2019 the partners approved a distribution of dividends in the amount of R$ 67,400, based on the available retained earnings and results for the accumulated period as a base or balance until the available data. As of December 31, 2019, the amount of R$ 33,955 was paid, with the outstanding balance of R$ 33,445 remaining on December 31, 2019. The entire amount recognised as dividends payable as of December 31, 2019, was settled in January 2020.

On August 31, 2020, before the acquisition of the remaining quotas of Vinci Real Estate by the Entity, the investee approved a distribution of dividends to their quotaholders in the amount R$ 4,255. The amount of R$ 851 comprise the amount to be paid to the minority quotaholder.

Except for the amount of R$ 851 mentioned above, which remain outstanding as at September 30, 2020, the amount of R$ 96,272 allocated to dividends for the nine-month period ended on September 30,2020 was paid to the quotaholders during the year.

(ii) On December 29, 2016, Vinci acquired FIP and FII quotas with the commitment to pay the amount of R$ 2,038 in up to 4 years. This commitment is subjected to a discount rate of 10.8% per year and was settled in August 2020.

12 Labor and social security obligations

	09/30/2020		12/31/2019
Profits sharing		25,944		28,563
Labor provisions		3,089		2,385
		29,033		30,948

The accrual for profits sharing payable at December 31, 2019 was entirely paid in January, 2020. Profit sharing is calculated based on the performance review of each employee plus the area performance, in accordance with the Entity policies. Vinci Management estimated the profit sharing as at September 30, 2020 based on the management and advisory net revenue recognized and the realized performance fee up to September 30, 2020. Profit sharing will be paid in January 2021 accordingly to Vinci internal policy and after the Management approval, which is expected to occur in the beginning of 2021.

F-31

Vinci Partners Investimentos Ltda.

Notes to unaudited interim condensed consolidated financial statements

All amounts in thousands of reais

13 Taxes and contributions payable

	09/30/2020		12/31/2019
Income tax		12,156		8,926
Social contribution		4,338		3,385
Social Contribution onRevenues(COFINS)		1,158		2,292
Social Integration Program (PIS)		251		483
Service tax (ISS) on billing		428		1,078
Withholding Income Tax (IRRF) deducted from third parties		36		41
Others		90		92
		18,457		16,297

14 Equity

(a) Capital

The capital comprises 8,730,000 quotas (2019 – 8,595,000), with a par value of R$ 1.00 each (2018—R$ 1.00 each). All issued quotas are paid up. The liability of the partners is personally limited to the value of their respective quotas, but all partners are jointly liable for the payment of capital.

In May 31, 2019, the quotaholders unanimously approved a capital decrease of R$ 225. Accordingly, capital was decreased from R$ 8,820 to R$ 8,595 through the redeem of 225,000 quotas at R$ 1.00 each.

In March 16, 2020, the quotaholders unanimously approved a capital increase of R$ 90. Accordingly, capital was increased from R$ 8,595 to R$ 8,685 through the subscription of 90,000 quotas at R$ 1.00 each.

In August 10, 2020, the quotaholders unanimously approved a capital increase of R$ 45. Accordingly, capital was increased from R$ 8,685 to R$ 8,730 through the subscription of 45,000 quotas at R$ 1.00 each.

F-32

Vinci Partners Investimentos Ltda.

Notes to unaudited interim condensed consolidated financial statements

All amounts in thousands of reais

The Company’s quotaholders as at September 30, 2020 and December 31, 2019 are presented in the table below:

Quotaholder	12/31/2018 Quantity		Subscribed		Transferred			Cancelled			12/31/2019 Quantity
Gilberto Sayão da Silva		2,412,000.00		—		(2,412,000.00	)		—			—
Alessandro Monteiro Morgado Horta		1,206,000.00		—		(1,206,000.00	)		—			—
Paulo Fernando Carvalho de Oliveira		1,206,000.00		—		(1,206,000.00	)		—			—
Salzburg Empreendimentos e Participações Ltda.		1,206,000.00		—		—			—			1,206,000.00
Vinci Partners Participações Ltda.		—		—		4,194,000.00			—			4,194,000.00
Treasury Quotas		—		—		225,000.00			(225,000.00	)		—
Others Quotaholders		2,790,000.00		—		405,000.00			—			3,195,000.00
Total		8,820,000.00		—		—			(225,000.00	)		8,595,000.00

Quotaholder	12/31/2019 Quantity		Subscribed		Transferred		Cancelled		09/30/2020 Quantity
Salzburg Empreendimentos e Participações Ltda.		1,206,000.00		—		—		—		1,206,000.00
Vinci Partners Participações Ltda.		4,194,000.00		—		—		—		4,194,000.00
Others Quotaholders		3,195,000.00		135,000		—		—		3,330,000.00
Total		8,595,000.00		135,000		—		—		8,730,000.00

(b) Treasury quotas

Treasury quotas comprises the quotas acquired by the Entity. The acquisition of its own quotas and the disposal of those quotas are capital transactions with the quotaholders and do not affect the income statement. During 2019 the Entity acquired 225,000 quotas from one of its quotaholders at a price of R$ 1.00 per quota and subsequently cancelled these quotas.

(c) Retained earnings

Earning reserves comprises the net profit generated by the Entity which were not distributed to their quotaholders or approved to be distributed by the Entity Management.

(d) Other reserves

Comprises the exchange variation in investments made on investees which have a functional currency other than Brazilian Reais, the Company functional currency. This balance will be transferred into the income statements only when the investee Company is settled.

F-33

Vinci Partners Investimentos Ltda.

Notes to unaudited interim condensed consolidated financial statements

All amounts in thousands of reais

(e) Dividends

In accordance with the Company by-laws dividends are distributed based on the resolution of the partners. Therefore, dividends could be distributed on a non-proportional basis among quotaholders, which are comprised by the partners of Vinci. On annual basis the partners determine the dividends amount to be paid to each quotaholder.

For the nine-months period ended on September 30, 2020 dividends were paid in the amount of R$ 129,832 (R$ 60,771 for the nine-months period ended on September 30, 2019).

(f) Basic and diluted earnings per quota

a) Basic earning per quota	09/30/2020		09/30/2019
From operations attributable to the ordinary equity holders of the Entity		13.19		10.80
Total basic earning per quota attributable to the ordinary equity holders of the Entity		13.19		10.80

b) Diluted earning per quota	09/30/2020		09/30/2019
From operations attributable to the ordinary equity holders of the Entity		13.19		10.80
Total basic earning per quota attributable to the ordinary equity holders of the Entity		13.19		10.80

c) Reconciliations of earnings used in calculating earnings per quota

Basic earnings per quota:	09/30/2020		09/30/2019
Profit attributable to the ordinary equity holders of the Entity used in calculating basic earnings per quota:
From operations		114,322		93,937
		114,322		93,937
Diluted earnings per quota:		09/30/2020		09/30/2019
Profit from operations attributable to the ordinary equity holders of the Entity Used in calculating basic earnings per quota		114,322		93,937
Used in calculating diluted earnings per quota		114,322		93,937

d) Weighted average number of quotas used as the denominator

	Number 09/30/2020		Number 09/30/2019
Weighted average number of ordinary quotas used as the denominator in calculating basic earnings per quota:		8,668,412		8,695,549
Adjustments for calculation of diluted earnings per quota:		—		—
Weighted average number of ordinary quotas and potential ordinary quotas used as the denominator in calculating diluted earnings per quota		8,668,412		8,695,549

F-34

Vinci Partners Investimentos Ltda.

Notes to unaudited interim condensed consolidated financial statements

All amounts in thousands of reais

15 Revenue from services rendered

	09/30/2020			09/30/2019
Gross revenue from fund management		205,630			174,877
Gross revenue from realized performance fees		12,800			7,894
Gross revenue from unrealized performance fees		5,349			7,492
Gross revenue from advisory		24,936			11,576
Gross revenue from services rendered		248,715			201,839
In Brazil		180,148			133,431
Abroad		68,567			68,408
Taxes and contributions
COFINS		(6,572	)		(3,992	)
PIS		(1,425	)		(865	)
ISS		(5,438	)		(4,353	)
Net revenue from services rendered		235,280			192,629
Net revenue from fund management		195,241			167,493
Net revenue from realized performance fees		12,212			7,480
Net revenue from unrealized performance fees		5,046			7,068
Net revenue from advisory		22,781			10,588

16 General and administrative expenses

	09/30/2020			09/30/2019
Personnel		(26,380	)		(25,074	)
Profit sharing (a)		(24,476	)		(17,185	)
		(50,856	)		(42,259	)
Third party expense (b)		(14,920	)		(15,073	)
Right of use depreciation (c)		(6,312	)		(8,467	)
Depreciation and amortization (d)		(3,549	)		(3,845	)
Other operating expenses (e)		(3,499	)		(2,695	)
Travel and representations		(795	)		(2,599	)
Condominium expenses		(2,106	)		(2,189	)
Payroll taxes		(1,738	)		(1,492	)
Rental expense		(307	)		(162	)
Telephony services		(220	)		(223	)
Legal		(73	)		(165	)
		(84,375	)		(79,169	)

F-35

Vinci Partners Investimentos Ltda.

Notes to unaudited interim condensed consolidated financial statements

All amounts in thousands of reais

(a) Profit sharing

According to the profit-sharing program and based on Law 10,101 of December 19, 2000 and on objectives established at the beginning of each year, management estimated the payment of profit sharing in the amount of R$ 24,479 (R$ 17,185 in September 30, 2019) for the period ended September 30, 2020.

(b) Third party expense

Third party expense is composed for accounting, advisory, information technology, and other contracted services.

(c) Right of use depreciation

See note 10 for more details.

(d) Depreciation and amortization

The amount is mainly comprised by property and equipment depreciation.

(e) Other operating expenses

The amount is mainly comprised by office expenses, including energy, cleaning, maintenance and conservation, among others several expenses.

17 Finance profit/(loss)

	09/30/2020			09/30/2019
Investment income (i)		4,990			16,048
Foreign currency variation income		416			38
Financial revenue on sublease agreements		418			624
Other finance income		45			28
Finance income		5,869			16,738
Financial expense on lease agreements		(9,116	)		(8,877	)
Bank fee		(68	)		(63	)
Investment losses (i)		(163	)		—
Fines on taxes		—			(3	)
Financial expense on liabilities at amortized cost		(203	)		(134	)
Interest on taxes		—			(30	)
Foreign currency variation expense		(67	)		(154	)
Finance costs		(9,617	)		(9,261	)
Finance profit/(loss), net		(3,748	)		7,477

F-36

Vinci Partners Investimentos Ltda.

Notes to unaudited interim condensed consolidated financial statements

All amounts in thousands of reais

(i) Segregated investment income result is demonstrated below:

	09/30/2020			09/30/201    9
Mutual funds and fixed income investments		2,021			1,876
Private equity funds		2,963			13,722
Real Estate listed funds		—			57
Public equities funds		6			393
		4,990			16,048
Mutual funds and fixed income investments
Private equity funds		(6	)		—
Real Estate listed funds		(71	)		—
Public equities funds		(86	)		—
		(163	)		—

18 Income tax and social contribution

The Entity is taxed based on the actual taxable profit regime, and its subsidiaries, except for Vinci Capital Gestora Ltda are taxed based on the deemed profit. Vinci Capital was taxed on deemed profit until 2019 and changed to profit regime since January 1^st, 2020.

Although some subsidiaries have tax losses and negative basis resulting from previous years, deferred income tax and social contribution credits are not recognized since there is no expectation of future tax results for these companies. The tax credit arising from the tax loss and negative basis of companies under the taxable profit regime on September 30, 2020 is R$ 1,981 (R$ 1,161 on December 31, 2019).

No foreign subsidiaries presented net income for taxation of income and social contribution for the period ended on September 20, 2020 and 2019.

The income tax and social contribution charge on the results for the year can be summarized as follows:

	09/30/2020			09/30/2019
Current social contribution		(8,543	)		(5,612	)
Current income tax		(23,479	)		(15,446	)
		(32,022	)		(21,058	)
Deferred social contribution		442			(1,096	)
Deferred income tax		1,226			(3,048	)
		1,668			(4,144	)
		(30,354	)		(25,202	)

F-37

Vinci Partners Investimentos Ltda.

Notes to unaudited interim condensed consolidated financial statements

All amounts in thousands of reais

Deferred tax balances

	09/30/2020			12/31/2019
Deferred tax assets
Tax losses		1,981			1,161
Profit sharing		1,727			—
Leases		1,620			1,046
Total		5,328			2,207
Deferred tax liabilities
Financial revenue		(6,677	)		(5,731	)
Estimated revenue		(2,435	)		(1,885	)
Leases		(261	)		(336	)
Total income tax		(9,373	)		(7,922	)
Estimated revenue		(1,266	)		(961	)
Total (Taxes and contribution)		(1,266	)		(961	)
Total deferred tax liabilities		(10,639	)		(8,883	)

Movements	Tax losses			Profit sharing			Leases			Total
Deferred tax assets
As at December 31, 2018		—			—			575			575
to profit and loss		1,161						470			1,631
As at December 31, 2019		1,161			—			1,046			2,207
to profit and loss		820			1,727			574			3,121
As at September 30, 2020		1,981			1,727			1,620			5,328
Movements	Financial Revenue			Estimated Revenue			Leases			Total
Deferred tax liabilities
As at December 31, 2018		(1,866	)		—			(301	)		(2,167	)
to profit and loss		(3,865	)		(2,816	)		(35	)		(6,716	)
As at December 31, 2019		(5,731	)		(2,816	)		(336	)		(8,883	)
to profit and loss		(945	)		(885	)		74			(1,756	)
As at September 30, 2020		(6,676	)		(3,701	)		(262	)		(10,639	)

F-38

Vinci Partners Investimentos Ltda.

Notes to unaudited interim condensed consolidated financial statements

All amounts in thousands of reais

(a) Tax effective rate

	09/30/2020			09/30/2019
Profit (loss) before income taxes		147,157			120,937
Combined statutory income taxes rate - %		34%			34%
Income tax benefit (expense) at statutory rates		(50,033	)		(41,119	)
Reconciliation adjustments:
Expenses not detuctible		69			—
Effect of presumed profit of subsidiaries (i)		19,680			15,495
Other additions (exclusions), net		(70	)		422
Income taxes expenses		(30,354	)		(25,202	)
Current		(32,022	)		(21,058	)
Deferred		1,668			(4,144	)
Effective rate		21%			21%

(i) Brazilian tax law establishes that companies that generate gross revenues of up to R$ 78,000 in the prior fiscal year may calculate income taxes as a percentage of gross revenue, using the presumed profit income tax regime. The Entity’s subsidiaries adopted this tax regime and the effect of the presumed profit of subsidiaries represents the difference between the taxation based on this method and the amount that would be due based on the statutory rate applied to the taxable profit of the subsidiaries.

19 Related parties

(a) Key management remuneration

The total remuneration (salaries and benefits) of key management personnel, is solely represented by the Executive Committee, amounted to R$ 2,830 for the period ended September 30, 2020 (R$ 2,756 for the period ended September 30,2019).

F-39

Vinci Partners Investimentos Ltda.

Notes to unaudited interim condensed consolidated financial statements

All amounts in thousands of reais

(b) Receivables from related parties

The Entity receivables from related parties as of September 30, 2020 and December 31, 2019, as shown in the table below:

	09/30/2020		12/31/2019
Salzburg Empreendimentos E Participações Ltda.		60		60
Vinci Projetos de Infraestrutura XIV S.A.		80		153
Vinci Infra Investimentos V2I S.A.		46		29
Maranello Empreend. e Participações S.A.		1		1
Cagliari Participações S.A.		4		4
Grassano Participações SA		48		23
Accadia Participações SA		47		22
Vinci Partners Participações Ltda		7		7
Norcia Participações SA		18		2
		311		301

(c) Prepayments to employees

As presented in note 6(i), Vinci may advance payments to its employees, in which the amount is rated at the interest rate of the Interbank Deposit Certificate (CDI).

(d) Payables to related parties

The Entity payables to related parties as of September 30, 2020, as shown in the table below:

	09/30/2020
Borrowing agreement with quotaholders.		900
Ownership interest acquisition.		657
		1,557

20 Segment reporting

The Entity’s reportable segments are those business units which provide different services and are separately managed since each business demands different market strategies. The segment reporting are consistent with those of the previous financial year and corresponding interim reporting period.

	09/30/2020
	Private Equity		Public Equities		Investment Products and solutions		Infrastructure		Real Estate		Credit		Hedge Funds		Financial Advisory Services		Corporate Center		Total
In Brazil		26,005		32,168		30,166		20,226		24,162		13,281		10,305		23,836		—		180,148
Abroad		50,941		11,406		6,215		—		5		—		—		—		—		68,567

F-40

Vinci Partners Investimentos Ltda.

Notes to unaudited interim condensed consolidated financial statements

All amounts in thousands of reais

	09/30/2020
	Private Equity			Public Equities			Investment Products and solutions			Infrastructure			Real Estate			Credit			Hedge Funds			Financial Advisory Services			Corporate Center			Total
Gross revenue from services rendered		76,946			43,573			36,381			20,226			24,166			13,281			10,305			23,836			—			248,715
Fund Advisory fee		—			—			105			—			995			—			—			23,836			—			24,936
Fund Management fee		77,290			41,053			33,168			12,464			22,220			12,000			7,434			—			—			205,630
Fund Performance fee		(344	)		2,520			3,107			7,762			951			1,281			2,870			—			—			18,148
Taxes and contributions		(3,684	)		(2,045	)		(1,699	)		(1,244	)		(1,386	)		(741	)		(575	)		(2,062	)		—			(13,435	)
Net revenue from services rendered		73,262			41,529			34,682			18,982			22,780			12,540			9,730			21,774			—			235,280
(-) General and administrative expenses		(5,591	)		(4,061	)		(7,575	)		(3,413	)		(3,569	)		(1,898	)		(2,043	)		(1,350	)		(54,875	)		(84,375	)
Operating profit		67,672			37,467			27,106			15,570			19,211			10,643			7,687			20,424			(54,875	)		150,905
Finance income																													5,869
Finance cost																													(9,617	)
Finance result, net																													(3,748	)
Profit before income taxes																													147,157
Income taxes																													(30,354	)
Profit for the period																													116,803

F-41

Vinci Partners Investimentos Ltda.

Notes to unaudited interim condensed consolidated financial statements

All amounts in thousands of reais

	09/30/2019
	Private Equity			Public Equities			Investment Products and solutions			Infrastructure			Real Estate			Credit			Hedge Funds			Financial Advisory Services			Corporate Center			Total
In Brazil		26,005			32,168			30,166			20,226			24,162			13,281			10,305			23,836			—			180,148
In Brazil		38,601			21,604			20,232			15,335			13,513			10,124			5,771			8,253			—			133,431
Abroad		57,080			7,489			3,674			—			165			—			—			—			—			68,408
Gross revenue from services rendered		95,681			29,093			23,906			15,335			13,678			10,124			5,771			8,253			—			201,839
Fund Advisory fee		—			—			1,672			—			1,651			—			—			8,253			—			11,576
Fund Management fee		95,681			25,688			18,940			7,843			12,026			9,710			4,989			—			—			174,877
Fund Performance fee		—			3,405			3,293			7,492			—			414			782			—			—			15,386
Taxes and contributions		(3,358	)		(1,370	)		(1,203	)		(866	)		(813	)		(572	)		(326	)		(701	)		—			(9,210	)
Net revenue from services rendered		92,323			27,723			22,702			14,468			12,865			9,552			5,445			7,552			—			192,629
(-) General and administrative expenses		(5,645	)		(4,101	)		(4,912	)		(4,703	)		(2,598	)		(1,363	)		(1,729	)		(2,007	)		(52,112	)		(79,169	)
Operating profit		86,678			23,622			17,790			9,765			10,267			8,189			3,715			5,545			(52,112	)		113,460
Finance income																													16,738
Finance cost																													(9,261	)
Finance result, net																													7,477
Profit before income taxes																													120,937
Income taxes																													(25,202	)
Profit for the year																													95,735

F-42

Vinci Partners Investimentos Ltda.

Notes to unaudited interim condensed consolidated financial statements

All amounts in thousands of reais

21 Legal Claim

As at September 30, 2020 the Entity is not aware of disputes classified as probable chance of loss.

Find below the disputes classified as possible chance of loss segregated into labor, tax and civil.

	09/30/2020		12/31/2019
Tax		22,567		21,824
Labor		1,945		1,743
Total		24,512		23,567

Tax Claims

Vinci Gestora is a party to two tax administrative proceedings in course arising from the payment of social security contributions (employer’s portion and Work Accident Insurance (SAT) and contributions to third parties in 2011 and 2012, charged on amounts paid by virtue of quota of profits and results, totaling R$ 6,287.

Vinci Equities has one proceeding related to the requirement of ISS under rendered services to investment funds located abroad in the amount of R$ 1,052. Supported by the opinion of its legal advisors, management classified these proceedings as having a possible risk of loss and did not record a provision for contingencies related to these proceedings.

On March 21, 2018, the Brazilian federal revenue opened an act of infraction against Vinci Equities for the collection of open debts of IRPJ, CSLL, PIS and COFINS in the amount of R$ 15,228 for the calendar year of 2013.

F-43

Vinci Partners Investimentos Ltda.

Notes to unaudited interim condensed consolidated financial statements

All amounts in thousands of reais

22 Commitment

The Group has capital commitment that expect to incur in cash disbursements. Unfunded commitments not recognized as liabilities in private equity investment funds at September 20, 2020 and December 31, 2019 are as follow:

	09/30/2020		12/31/2019
Vinci Capital Partners III Feeder FIP Multiestratégia		1,950		2,510
Nordeste III FIP Multiestratégia		2,465		2,798
		4,415		5,308

23 Deferred Revenue

In accordance with the Partnership Agreement of Vinci Private Equity Offshore Funds, management fees are payable in advance semiannually on January 1 and July 1. The revenue fees are recognized monthly on linear basis during the semester. The deferred revenue balance as at September is R$20,135.

24 Subsequent Events

In October 14, 2020 Vinci firmed a commitment with Vinci Impacto e Retorno IV [Feeder B] – Fundo de Investimentos em Participações (“VIR”). In accordance with the terms of the agreement, Vinci subscribed quotas in the total amount R$ 6,800 (committed capital) which will be requested by the Fund during its investment period. VIR strategy is to acquire minority shareholdings in small and medium enterprises in Brazil aiming to generate good financial returns and cause quantifiable ESG (Environmental, Social and Governance) impacts.

In November 20, 2020, Vinci acquired the remaining interest of its investee Vinci Infraestrutura Gestora de Recursos Ltda. from the minorities quotaholders, by the price of R$ 1.00 per quota. The transaction was settled by the nominal value of the quota, being paid R$ 546 for the acquisition of 546.020 quotas.

F-44

Vinci Partners Investimentos Ltda.

Report of Independent Registered Public Accounting Firm

To the Quotaholders of Vinci Partners Investimentos Ltda.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Vinci Partners Investimentos Ltda. and its subsidiaries (the “Company”) as of December 31, 2019, December 31, 2018 and January 1, 2018, and the related consolidated statements of income, comprehensive income, changes in equity and cash flows for each of the two years in the period ended December 31, 2019, including the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019, December 31, 2018 and January 1, 2018, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2019 in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers

Auditores Independentes

Rio de Janeiro, Brazil

October 7, 2020

We have served as the Company’s auditor since 2010.

F-45

Vinci Partners Investimentos Ltda.

Consolidated balance sheets

All amounts in thousands of reais

Assets	Note	12/31/2019		12/31/2018		01/01/2018
Current assets
Cash and cash equivalents	5(d)		3,896		11,713		8,240
Cash and bank deposits	5(d)		3,564		6,153		5,470
Financial instruments at fair value through profit or loss	5(d)		332		5,560		2,770
Financial instruments at fair value through profit or loss	5(c)		85,944		37,583		26,357
Trade receivables	5(a)		58,808		21,040		16,330
Sub-leases receivable	10		2,883		3,357		3,151
Taxes recoverable			789		115		1,039
Other assets	6		5,044		1,469		2,353
Total current assets			157,364		75,277		57,470
Non-current assets
Financial instruments at fair value through profit or loss	5(c)		24,164		14,313		2,381
Trade receivables	5(a)		15,961		—		—
Sub-leases receivable	10		2,717		5,017		7,411
Taxes recoverable			513		548		63
Deferred Taxes	18		2,207		575		—
Other assets	6		1,330		1,405		664
			46,892		21,858		10,519
Property and equipment	8		16,412		19,330		23,700
Right of use—Leases	10		88,384		81,949		92,085
Intangible assets	9		2,720		3,833		4,731
			154,408		126,970		131,035
TOTAL			311,772		202,247		188,505

The accompanying notes are an integral part of these financial statements.

F-46

Vinci Partners Investimentos Ltda.

Consolidated balance sheets

All amounts in thousands of reais

Liabilities and equity	Note	12/31/2019		12/31/2018		01/01/2018
Current liabilities
Trade payables			326		211		2,840
Leases	10 and 5(e)		17,738		16,454		20,507
Accounts payable	11		37,669		2,527		2,178
Labor and social security obligations	12		30,948		17,895		17,200
Taxes and contributions payable	13		16,297		7,584		5,724
Total current liabilities			102,978		44,671		48,449
Non-current liabilities
Accounts payable	11		33		1,687		1,525
Leases	10 and 5(e)		85,153		76,550		82,139
Payables to related parties			—		8,526		6
Deferred Taxes	18		8,883		2,167		129
Advance to capital increase			—		580		158
			94,069		89,510		83,957
Equity	14
Quota capital			8,595		8,820		8,550
Retained earnings			91,430		49,711		38,857
Other reserves			8,119		7,776		7,057
			108,144		66,307		54,464
Non-controlling interests in the equity of subsidiaries			6,581		1,759		1,635
Total equity			114,725		68,066		56,099
Total liabilities and equity			311,772		202,247		188,505

The accompanying notes are an integral part of these consolidated financial statements.

F-47

Vinci Partners Investimentos Ltda.

Consolidated statements of income

Years ended December 31

All amounts in thousands of reais unless otherwise stated

Statements of Income	Note	2019			2018
Net revenue from services rendered	15		296,717			172,204
General and administrative expenses	16		(113,287	)		(90,755	)
Operating profit			183,430			81,449
Finance income	17		21,161			8,723
Finance costs	17		(12,476	)		(12,472	)
Finance profit/(loss), net			8,865			(3,749	)
Profit before income taxes			192,115			77,700
Income taxes	18		(36,483	)		(21,022	)
Profit for the year			155,632			56,678
Attributable to the quotaholders of the parent company			151,373			56,613
Attributable to non-controlling interests			4,259			65
Basic and diluted earning per quota			17.93			6.54

The accompanying notes are an integral part of these consolidated financial statements.

F-48

Vinci Partners Investimentos Ltda.

Consolidated statements of comprehensive income

Years ended December 31

All amounts in thousands of reais

	2019			2018
Profit for the year		155,632			56,678
Other comprehensive income
Items that may be reclassified to profit or loss:
Foreign exchange variation of investee located abroad
Vinci Financial Ventures (VF2) GP		16			39
Vinci Capital Partners GP Limited		325			670
Vinci USA LLC		(1	)		(2	)
Vinci Capital Partners F III GP Limited		2			12
Total comprehensive income for the year		155,975			57,397
Attributable to:
Quotaholders of the parent company		151,716			57,332
Non-controlling interests		4,259			65
		155,975			57,397

The accompanying notes are an integral part of these consolidated financial statements.

F-49

Vinci Partners Investimentos Ltda.

Consolidated statements of changes in equity

All amounts in thousands of reais

	Quota capital			Retained earnings			Other reserves		Treasury quotas			Total			Non-controlling interests			Total equity
At January 01, 2018		8,550			38,857			7,057		—			54,464			1,635			56,099
Profit for the year		—			56,613			—		—			56,613			65			56,678
Other comprehensive income:
Foreign exchange variation of investee located abroad		—			—			719		—			719			—			719
Capital increase		270			—			—		—			270			266			536
Allocation of profit:
Dividends		—			(45,759	)		—		—			(45,759	)		(207	)		(45,966	)
At December 31, 2018		8,820			49,711			7,776		—			66,307			1,759			68,066
Profit for the year		—			151,373			—		—			151,373			4,259			155,632
Other comprehensive income:
Foreign exchange variation of investee located abroad		—			—			343		—			343			—			343
Capital increase		—			—			—		—			—			580			580
Treasury quotas bought		—			—			—		(225	)		(225	)		—			(225	)
Treasury quotas canceled		(225	)		—			—		225			—			—			—
Allocation of profit:
Dividends		—			(109,654	)		—		—			(109,654	)		(17	)		(109,671	)
At December 31, 2019		8,595			91,430			8,119		—			108,144			6,581			114,725

The accompanying notes are an integral part of these consolidated financial statements.

F-50

Vinci Partners Investimentos Ltda.

Consolidated statements of cash flows

Years ended December 31

All amounts in thousands of reais unless otherwise stated

	2019			2018
Cash flows from operating activities
Profit before taxation		192,115			77,700
Adjustments to reconcile net income to cash flows from operations:
Depreciation and amortization		16,520			17,520
Unrealized gain of financial instruments at fair value through profit or loss		(20,104	)		(7,103	)
Finance expense on liabilities at amortized cost		181			162
Allowance for expected credit loss		69			52
Financial result on lease agreements		11,180			10,584
		199,961			98,915
Changes in assets and liabilities
Accounts receivables		(53,798	)		(4,762	)
Taxes recoverable		(639	)		439
Other assets		(3,500	)		144
Trade payables		115			(2,629	)
Accounts payable		1,899			(4,345	)
Labor and social security obligations		13,053			695
Taxes and contributions payable		3,248			(1,362	)
Payables to related parties		(27	)		21
Other payables		(2,039	)		2,507
		(41,687	)		(9,292	)
Cash generated from operations		158,274			89,623
Income tax paid		(25,932	)		(16,339	)
Net cash inflow from operating activities		132,342			73,284
Cash flows from investing activities
Purchases of property and equipment and additions to intangible assets		(1,737	)		(965	)
Purchase of financial instruments at fair value through profit or loss		(273,051	)		(192,083	)
Sales of financial instruments at fair value through profit or loss		234,942			176,028
Net cash (outflow) from investing activities		(39,846	)		(17,020	)
Cash flows from financing activities
Issuance (purchase) of quotas		(225	)		112
Advance to capital increase		—			580
Capital increase of non-controlling interests in the equity of subsidiaries		—			266
Lease payments, net of sublease received		(15,483	)		(16,836	)
Borrowings acquisitions (payments)		(8,500	)		8,500
Dividends paid		(76,226	)		(45,885	)
Net cash (outflow) from financing activities		(100,434	)		(53,263	)
Net increase (decrease) in cash and cash equivalents		(7,938	)		3,001
Cash and cash equivalents at the beginning of the year		11,713			8,240
Foreign exchange variation of cash and cash equivalents in subsidiary abroad		121			472
Cash and cash equivalents at the end of the year (Notes 6 and 7)		3,896			11,713
Supplementary information	2019			2018
Interest paid—finance lease		11,955			11,609
Dividend paid		76,226			45,885

Non-cash financing activities

Dividends declared and not yet paid was R$ 34,410 (Note 11)

The accompanying notes are an integral part of these consolidated financial statements.

F-51

Vinci Partners Investimentos Ltda.

Notes to the consolidated financial statements

All amounts in thousands of reais

1 Operations

Vinci Partners Investimentos Ltda. (referred to herein as “Entity”, “Group” or “Vinci”) started its activities in September 2009. Its objective is to hold investments in the capital of other companies as partner (quotaholder). The investees are specialized in rendering alternative investment management and financial advisory services. The actual quotaholders of the Entity are disclosed in Note 14.

The Entity is established and domiciled in Brazil, and its headquarters are located at Rua Bartolomeu Mitre nº 336, Leblon, in the city of Rio de Janeiro.

The issuance of these financial statements was authorized by the Entity’s management on October 7, 2020.

2 Summary of significant accounting policies

2.1 Basis of preparation and presentation

The consolidated financial statements of the Group have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). For all periods up to and including the year ended December 31, 2018, the Group prepared its financial statements in accordance with accounting practices adopted in Brazil, applicable to small and medium-size entities (Local GAAP).

These financial statements of December 31, 2019 and 2018 and for the years then ended are the first that the Group has prepared in accordance with IFRS. Refer to Note 3 for information on how the Group adopted IFRS.

The consolidated financial statements have been prepared on a historical cost basis, except for the financial instruments assets that have been measured at fair value.

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Vinci Partners Investimentos Ltda.

Notes to the consolidated financial statements

All amounts in thousands of reais

(a) Consolidated financial statements

Ownership interest in subsidiaries at December 31 is as follows:

					Interest - %
	2019		2018		01/01/2018
Direct subsidiaries
Vinci Assessoria financeira Ltda. (*)		100		100		100
Vinci Equities Gestora de Recursos Ltda. (*)		100		100		100
Vinci Gestora de Recursos Ltda. (*)		100		100		100
Vinci Capital Gestora de Recursos Ltda. (*)		100		100		100
Vinci Gestão de Patrimônio Ltda.		100		100		100
Vinci Real Estate Gestora de Recursos Ltda.		80		80		80
Vinci Capital Partners GP Limited.		100		100		100
Vinci USA LLC		100		100		100
Vinci GGN de Recursos Ltda. (*)		100		100		100
Vinci Infraestrutura Gestora de Recursos Ltda.		80		80		80
Vinci Financial Ventures (VF2) GP		100		100		100
Vinci Capital Partners GP III Limited.		100		100		—
GGN GP LLC		100		—		—
Amalfi Empreendimentos e Participações Ltda.		100		—		—

(*) Minority interest represents less than 0.001%.

Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity where the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.

Inter-company transactions, balances and unrealized gains on transactions between Group companies are eliminated. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the transferred asset. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.

Non-controlling interests in the results and equity of subsidiaries are shown separately in the consolidated statement of profit or loss, statement of comprehensive income, statement of changes in equity and balance sheet respectively.

The Group treats transactions with non-controlling interests that do not result in a loss of control as transactions with equity owners of the Group. A change in ownership interest results in an adjustment between the carrying amounts of the controlling and non-controlling interests to reflect their relative interests in the subsidiary. Any difference between the amount of the adjustment to non-controlling interests and any consideration paid or received is recognized in another reserve within equity attributable to owners of Entity.

When the Group ceases to consolidate an investment or account for it under equity method because of a loss of

control, joint control or significant influence, any retained interest in the entity is remeasured to its fair value,

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Vinci Partners Investimentos Ltda.

Notes to the consolidated financial statements

All amounts in thousands of reais

with the change in carrying amount recognized in profit or loss. This fair value becomes the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognized in other comprehensive income in respect of that entity are accounted for as if the group had directly disposed of the related assets or liabilities. This may mean that amounts previously recognized in other comprehensive income are reclassified to profit or loss.

2.2 Segment reporting

The CEO is responsible for the decision-making process related to executive themes, resources allocation and strategic decisions of Vinci.

The strategic decisions of Group comprise eight distinct business segments: (i) hedge funds; (ii) public equities; (iii) private equity; (iv) financial advisory services, (v) Investment products and solutions; (vi) real estate; (vii) infrastructure and (viii) Credit (Note 20).

2.3 Foreign currency translation

Functional and presentation currency

Items included in the financial statements are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The financial statements are presented in thousands of Brazilian reais, which is the Entity’s functional currency and also its presentation currency. All amounts disclosed in the financial statements and notes have been rounded off to the nearest thousand currency units unless otherwise stated.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions, and from the translation of monetary assets and liabilities denominated in foreign currencies at year end exchange rates, are recognized in profit or loss.

Group companies

The results and financial position of foreign operations (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

• assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet

• income and expenses for each statement of profit or loss and statement of comprehensive income are translated at average exchange rates (unless this is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions), and

• all resulting exchange differences are recognized in other comprehensive income.

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Vinci Partners Investimentos Ltda.

Notes to the consolidated financial statements

All amounts in thousands of reais

2.4 Cash and cash equivalents

For the purpose of presentation in the statement of cash flows, cash and cash equivalents includes cash on hand, bank deposits held with financial institutions, other short-term, highly liquid investments with original maturities of three months or less, that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

2.5 Financial assets

(i) Classification

The Group classifies its financial assets in the following measurement categories:

• those to be measured subsequently at fair value (either through OCI or through profit or loss), and

• those to be measured at amortized cost.

The classification depends on the Entity’s business model for managing the financial assets and the contractual terms of the cash flows.

For assets measured at fair value, gains and losses will either be recorded in profit or loss or OCI. For investments in equity instruments that are not held for trading, this will depend on whether the group has made an irrevocable election at the time of initial recognition to account for the equity investment at fair value through other comprehensive income (FVOCI).

The Group reclassifies debt investments when and only when its business model for managing those assets changes.

(ii) Recognition and derecognition

Regular way purchases and sales of financial assets are recognized on trade date, being the date on which the Group commits to purchase or sell the asset. Financial assets are derecognized when the rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership.

(iii) Measurement

At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss (FVPL), transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at FVPL are expensed in profit or loss.

(iv) Impairment

The group assesses on a forward-looking basis the expected credit losses associated with its debt instruments carried at amortized cost and FVOCI. The impairment methodology applied depends on whether there has been a significant increase in credit risk. For trade receivables, the group applies the simplified approach permitted by IFRS 9, which requires expected lifetime losses to be recognized from initial recognition of the receivables.

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Vinci Partners Investimentos Ltda.

Notes to the consolidated financial statements

All amounts in thousands of reais

2.6 Trade receivables

Receivables are amounts due for financial advisory services and for investment fund management services rendered in the ordinary course of Group’s business. Collection is expected in less than one year; therefore, they are classified as current assets.

Trade receivables are recognized initially at the amount of consideration that is unconditional, unless they contain significant financing components when they are recognized at fair value. They are subsequently measured at amortized cost using the effective interest method, less allowance for losses. See note 5 for further information about the group’s accounting for trade receivables.

The Group use a provision matrix to calculate expected credit losses, for trade receivables. The provision rates are based on days past due for customer. The provision matrix is initially based on our historical observed default rates. When applicable, the Group calibrate the matrix to adjust the historical credit loss experience with forward-looking information. The assessment of the correlation between historical observed default rates, forecast economic conditions and expected credit losses is a significant estimate. The amount of expected credit losses is sensitive to changes in circumstances and of forecast economic conditions. Our historical credit loss experience and forecast of economic conditions may also not be representative of customer’s actual default in the future. The information about the expected credit losses on our trade receivables and contract assets is disclosed in note 5.

2.7 Intangible assets

Computer software

Computer software licenses purchased are capitalized on the basis of the costs incurred to acquire and bring to use the specific software. These costs are amortized over their estimated useful lives of five years.

Costs associated with maintaining computer software programmes are recognized as an expense as incurred.

Development costs that are directly attributable to the design and testing of identifiable and unique software products controlled by the Group are recognized as intangible assets when the following criteria are met:

• It is technically feasible to complete the software product so that it will be available for use.

• Management intends to complete the software product and use or sell it.

• There is an ability to use or sell the software product.

• It can be demonstrated how the software product will generate probable future economic benefits.

• Adequate technical, financial and other resources to complete the development and to use or sell the software product are available.

• The expenditure attributable to the software product during its development can be reliably measured.

Directly attributable costs that are capitalized as part of the software product include the software development employee costs and an appropriate portion of applicable overheads.

Capitalized development costs are recorded as intangible assets and amortized from the point at which the asset is ready for use. Refer to note 9 for details about amortization methods and periods used by the group for intangible assets.

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Vinci Partners Investimentos Ltda.

Notes to the consolidated financial statements

All amounts in thousands of reais

Other development expenditures that do not meet these criteria are recognized as an expense as incurred.

Development costs previously recorded as an expense are not recognized as an asset in a subsequent period.

Intangible assets with definite life are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. During the years ended December 31, 2019 and 2018 Management do not identify any event that could impact the recoverable value of the intangible assets.

2.8 Property and equipment

Property and equipment are stated at cost, less depreciation calculated on the straight-line method, based on the estimated economic useful lives of the assets, using the following annual rates: furniture and fixtures, telephony equipment and facilities have a useful life of 10 years; IT equipment has a useful life 5 years.

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount.

Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in profit or loss. When revalued assets are sold, it is group policy to transfer any amounts included in other reserves in respect of those assets to retained earnings.

2.9 Leases

The Group leases various offices. Rental contracts are typically made for fixed periods of 5 years to 10 years, but may have extension options.

Extension and termination options are included in a number of property leases across the group. These are used to maximize operational flexibility in terms of managing the assets used in the Group’s operations. The majority of extension and termination options held are exercisable only by the Group and not by the respective lessor.

In determining the lease term, management considers all facts and circumstances that create an economic incentive to exercise an extension option, or not exercise a termination option. Extension options (or periods after termination options) are only included in the lease term if the lease is reasonably certain to be extended (or not terminated).

The following factors are normally the most relevant:

- If there are significant penalties to terminate (or not extend), the group is typically reasonably certain to extend (or not terminate).

- If any leasehold improvements are expected to have a significant remaining value, the group is typically reasonably certain to extend (or not terminate).

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Vinci Partners Investimentos Ltda.

Notes to the consolidated financial statements

All amounts in thousands of reais

- Otherwise, the group considers other factors including historical lease durations and the costs and business disruption required to replace the leased asset.

Contracts may contain both lease and non-lease components. The group allocates the consideration in the contract to the lease and non-lease components based on their relative stand-alone prices. However, for leases of real estate for which the group is a lessee, it has elected not to separate lease and non-lease components and instead accounts for these as a single lease component. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose any covenants other than the security interests in the leased assets that are held by the lessor. Leased assets may not be used as security for borrowing purposes.

2.10 Trade payables

These amounts represent liabilities for goods and services provided to the Group prior to the end of the financial year which are unpaid. The amounts are unsecured and are usually paid within 30 days of recognition. Trade and other payables are presented as current liabilities unless payment is not due within 12 months after the reporting period. They are recognized initially at their fair value and subsequently measured at amortized cost using the effective interest method.

2.11 Provisions

Provisions for legal claims are recognized when the Group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation, and the amount can be reliably estimated.

Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision is recognized even if the likelihood of an outflow with respect to any one item included in the same class of obligations may be small.

Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The increase in the provision due to passage of time is recognized as interest expense.

2.12 Profit-sharing and bonus plans

The Group recognizes a liability and an expense for bonuses and profit-sharing based on a formula that takes into consideration the profit attributable to the company’s quotaholders after certain adjustments. The Group recognizes a provision where contractually obliged or where there is a past practice that has created a constructive obligation. The provision is recognized in labor and social security obligations and the related expense in general and administrative expense.

2.13 Income taxes

The income tax and social contribution expenses for the year comprise current taxes. Taxes on income are recognized in the statement of income.

The current income tax and social contribution are calculated on the basis of the tax laws enacted by the balance sheet date. Management periodically evaluates positions taken by the Entity in income tax returns with respect to

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Vinci Partners Investimentos Ltda.

Notes to the consolidated financial statements

All amounts in thousands of reais

situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

The Entity recognizes liabilities for situations where it is probable that additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the current and deferred tax assets and liabilities in the period in which such determination is made.

Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred tax liabilities are not recognized if they arise from the initial recognition of goodwill. Deferred income tax is also not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that, at the time of the transaction, affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the end of the reporting period and are expected to apply when the related deferred income tax asset is realized or the deferred income tax liability is settled.

Deferred tax assets are recognized only if it is probable that future taxable amounts will be available to utilize those temporary differences and losses.

Deferred tax liabilities and assets are not recognized for temporary differences between the carrying amount and tax bases of investments in foreign operations where the company is able to control the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable future

Deferred tax assets and liabilities are offset where there is a legally enforceable right to offset current tax assets and liabilities and where the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realize the asset and settle the liability simultaneously.

Current and deferred tax is recognized in profit or loss, except to the extent that it relates to items recognized in other comprehensive income or directly in equity. In this case, the tax is also recognized in other comprehensive income or directly in equity, respectively.

As permitted by tax legislation, certain of the Entity’s investees opted for the deemed profit regime, according to which the income tax calculation basis is 32% of revenues from service rendering and 100% of finance income, on which regular rates of 15% are levied, plus an additional 10% for income tax over a certain limit and 9% for social contribution. The Entity opted for the actual taxable profit regime. The entities that opted for the deemed profit regime evaluates their income tax and social contribution expenses based on the services revenue and realized investment income recognized on monthly basis.

2.14 Capital

Ordinary quotas are classified as equity.

Incremental costs directly attributable to the issue of new quotas or options are shown in equity as a deduction, net of tax, from the proceeds.

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Vinci Partners Investimentos Ltda.

Notes to the consolidated financial statements

All amounts in thousands of reais

Dividends

Provision is made for the amount of any dividend declared, being appropriately authorized and no longer at the discretion of the entity, on or before the end of the reporting period but not distributed at the end of the reporting period.

Earnings per quota

(i) Basic earnings per quota

Basic earnings per quota is calculated by dividing:

• the profit attributable to owners of the Entity;

• by the weighted average number of quotas outstanding during the financial year, adjusted for bonus elements in quotas issued during the year and excluding treasury quotas.

(ii) Diluted earnings per quota

Diluted earnings per quota adjusts the figures used in the determination of basic earnings per quota to take into account:

• the after-income tax effect of interest and other financing costs associated with dilutive potential ordinary quotas, and;

• the weighted average number of additional ordinary quotas that would have been outstanding assuming the conversion of all dilutive potential ordinary quotas.

2.15 Revenue recognition

With the adoption of IFRS 15, revenue is recognized when the performance obligation is satisfied. Revenue comprises the fair value of the consideration received or receivable for financial advisory and investment fund management services rendered in the ordinary course of the Group’s activities. Revenue is shown net of taxes, returns, rebates and discounts.

Management fees and performance fees are accounted for as contracts with customers. Under the guidance for contracts with customers, an Entity is required to (a) identify the contract(s) with a customer, (b) identify the performance obligations in the contract, (c) determine the transaction price, (d) allocate the transaction price to the performance obligations in the contract, and (e) recognize revenue when (or as) the entity satisfies a performance obligation. In determining the transaction price, an entity may include variable consideration only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized would not occur when the uncertainty associated with the variable consideration is resolved. See Note 20 “Segment Reporting” for a disaggregated presentation of revenues from contracts with customers., as follows:

(a) Management fees

Management fees are recognized in the period when the corresponding services are rendered, which generally consist of a percentage on the net asset value of each investment fund being managed. These customer contracts require Vinci to provide investment management services, which represents a performance obligation that the Group satisfies over time. Management fee percentages currently range between 0.1% and 2%.

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Vinci Partners Investimentos Ltda.

Notes to the consolidated financial statements

All amounts in thousands of reais

(b) Performance fees

Brazilian regulation set forth certain minimum criteria for the performance fee structures of fund managed by Vinci, as described below:

• Performance fee must be assessed based on a verifiable index, the benchmark, obtained from an independent source, and compatible with the corresponding fund investment policy.

• Performance fee may not be calculated at a percentage lower than 100.0% of the index.

• The performance fee cannot be charged in a period less than 6 months (except for private asset funds).

• The performance fee shall be calculated based on net asset value, including management fees and all other expenses and may consider any distribution for shareholders in the calculation.

As a multi-asset-class asset management firm, Vinci manage a number of funds with different performance fee structures that may be classified in three main categories: (1) liquid funds, (2) closed-ended funds focused on value generation, and (3) closed-ended funds focused on income generation.

For liquid funds such as equity funds, credit funds and hedge funds, we charge performance fees every semester based on the performance of the fund above the benchmark or when the customer makes a redemption and a performance fee is due. For hedge funds and credit funds, performance fees are generally benchmarked to the Interbank Deposit Certificate index, or CDI, and for inflation-indexed funds, performance fees are generally indexed to the Amplified Consumer Price Index, or IPCA, plus a fixed real interest rate or a market index such as the Market Index Sub-Index B from the Brazilian Financial and Capital Markets Association, or IMA-B. For equity funds, the benchmark varies according to the strategy. For our “long only” and “long-biased” strategies, performance fees are assessed to the IBOVESPA index, under the dividend strategy performance fees are tied to the IDIV index, and for the small cap funds we use SMLL index.

For closed-ended funds focused on value generation, such as the private equity and infrastructure funds, we follow a European-style waterfall structure and the threshold and carry is different between the Brazilian funds and the foreign investor funds. For the Brazilian funds we use a threshold of IPCA plus 8% and a carried interest over capital invested plus the return of IPCA. For the foreign investor funds, the threshold is an 8% return in U.S. dollars and the carried interest is on excess return over the capital contribution.

For the closed-ended funds focused on income such as real estate funds, we charge a performance fee every semester over the excess return between the amount distributed to investors and the benchmark of the relevant fund, which can vary according to the fund strategy.

The performance revenue is determined and recorded at the end of the reporting period and are not subject to clawback once paid.

The Entity recognize the revenue according to IFRS 15. Unrealized performance fees are recognized when the revenue is highly probable that they will not be reversed in the income statements, even if the established period given in the fund’s memorandum is not concluded.

(c) Financial advisory services

Financial advisory fees are related to the service provided by Vinci Assessoria Financeira Ltda. on the support of mergers and acquisitions transactions. Substantially, the fees are recognized when the transaction is concluded, based on success fees.

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Vinci Partners Investimentos Ltda.

Notes to the consolidated financial statements

All amounts in thousands of reais

3 Accounting estimates and judgments

The Entity makes estimates and assumptions concerning the future, based on historical experience and other factors, including expectations of future events. The resulting accounting estimates will, by definition, seldom equal the related actual results. The main estimations and assumptions made by the Entity comprises the provision for impairment of trade receivables, provision for profit sharing, and the revenue recognition of management fees for some funds abroad and the fair value measurement of financial assets.

First-time adoption of IFRS

These financial statements, as of December 31, 2019 and 2018 and for the two years then ended, are the first the Group has prepared in accordance with IFRS, as issued by International Accounting Standard Board (IASB). For periods up to and including the year ended December 31, 2018, the Group prepared its financial statements in accordance with accounting practices adopted in Brazil, applicable to small and medium-size entities (Local GAAP).

Accordingly, the Group has prepared financial statements that comply with IFRS applicable as of December 31, 2019, together with the comparative period data for the year ended December 31, 2018, as described in the summary of significant accounting policies. In preparing the financial statements, the Group’s opening statement of financial position was prepared as at January 1, 2018, the Group’s date of transition to IFRS. This note explains the principal adjustments made by the Group in restating its Local GAAP financial statements, including the statement of financial position as of January 1, 2018 and the financial statements as of, and for, the year ended December 31, 2018.

Exemptions applied

IFRS 1 allows first-time adopters certain exemptions from the retrospective application of certain requirements under IFRS.

The Group has applied the following exemptions:

- Cumulative currency translation differences for all foreign operations are deemed to be zero as at January 1, 2018.

- The Group assessed all contracts existing at January 1, 2018 to determine whether a contract contains a lease based upon the conditions in place as at January 1, 2018. Lease liabilities were measured at the present value of the remaining lease payments, discounted using the lessee’s incremental borrowing rate at January 1, 2018. Right-of-use assets were measured at the amount equal to the lease liabilities, adjusted by the amount of any prepaid or accrued lease payments relating to that lease recognized in the statement of financial position immediately before January 1, 2018. The lease payments associated with leases for which the lease term ends within 12 months of the date of transition to IFRS and leases for which the underlying asset is of low value have been recognized as an expense on a straight-line basis over the lease term.

- The Group has designated certain financial assets as fair value through profit or loss based on the facts and circumstances that existed at January 1, 2018.

Estimates

The estimates used by the Group to present these amounts in accordance with IFRS reflect conditions at January 1, 2018, the date of transition to IFRS and as of December 31, 2018.

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Vinci Partners Investimentos Ltda.

Notes to the consolidated financial statements

All amounts in thousands of reais

Group reconciliation of equity as of January 1, 2018 (date of transition to IFRS)

Assets	01/01/2018		01/01/2018				01/01/2018
	Local GAAP		Adjustments				IFRS
Current assets
Cash and cash equivalents		8,240		—				8,240
Cash and bank deposits		5,470		—				5,470
Financial instruments at fair value through profit or loss		2.770		—				2.770
Financial instruments at fair value through profit or loss		26,080		277		(b)		26,357
Financial Instruments at fair value through other comprehensive income		277		(277	)	(b)		—
Trade receivable		16,330		—				16,330
Sub-leases receivable		—		3,151		(a)		3,151
Taxes recoverable		1,039		—				1,039
Other assets		2,910		(557	)	(a)		2,353
Total current assets		54,876		2,594				57,470
Non-current assets
Financial instruments at fair value through profit or loss		—		2,381		(b)		2,381
Financial Instruments at fair value through other comprehensive income		2,381		(2,381	)	(b)		—
Sub-lease receivable		—		7,411		(a)		7,411
Taxes recoverable		63		—				63
Other assets		664		—				664
		3,108		7,411				10,519
Property and equipment		23,700		—				23,700
Right of use - Leases		—		92,085		(a)		92,085
Intangible assets		4,731		—				4,731
		31,539		99,496				131,035
TOTAL		86,415		102,090				188,505

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Vinci Partners Investimentos Ltda.

Notes to the consolidated financial statements

All amounts in thousands of reais

Liabilities and equity	01/01/2018		01/01/2018				01/01/2018
	Local GAAP		Adjustments				IFRS
Current liabilities
Trade payables		2,840		—				2,840
Leases		—		20,507		(a)		20,507
Accounts payable		4,779		(2,601	)	(c)		2,178
Labor and social security obligations		17,200		—				17,200
Taxes and contributions payable		5,724		—				5,724
Total current liabilities		30,543		17,906				48,449
Non-current liabilities
Accounts Payable		1,525		—				1,525
Leases		—		82,139		(a)		82,139
Payables to related parties		6		—				6
Deferred taxes		—		129		(d)		129
Advance to capital increase		158		—				158
		1,689		82,268				83,957
Equity
Quota capital		8,550		—				8,550
Retained earnings		37,256		1,601		(e)		38,857
Other reserves		6,742		315		(e)		7,057
		52,548		1,916				54,464
Non-controlling interests in the equity of subsidiaries		1.635		—				1,635
Total liabilities and equity		86,415		102,090				188,505

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Vinci Partners Investimentos Ltda.

Notes to the consolidated financial statements

All amounts in thousands of reais

Notes to the adjustments on balance sheet equity as of January 1, 2018

(a) Adjustment related to the first-time adoption of IFRS 16 – Leases. Sub-leases receivable described in the current assets and non-current assets refers to sub-lease agreements that the entity is the lessor and have the right to receive the rental payments. The reversion in other assets reflect the receivables registered on linear basis due to a grace period in the sub-lease agreement. Right-of-use is the recognition of the cost of the lease assets where the Entity is the lessee.

(b) Reclassification of financial instruments at fair value through other comprehensive income to financial instruments at fair value through profit and loss, in accordance to IFRS 9

(c) Reversion of deferred liability which were recognized on straight line basis since the inception of the lease agreement. The amount was entirely reverted in connection to the adoption of IFRS 16, as mentioned in item (a) above

(d) Deferred taxes related recognized in connection to items (a) and (b) above. Deferred taxes over adjustment (a) are not applicable for the investees under deemed profit regime – please see note 2.13

(e) Effect on retained earnings and other reserves adjustments of the adjustments listed above.

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Vinci Partners Investimentos Ltda.

Notes to the consolidated financial statements

All amounts in thousands of reais

Assets	12/31/2018		12/31/2018				12/31/2018
	Local GAAP		Adjustments				IFRS
Current assets
Cash and cash equivalents		11,713		—				11,713
Cash and bank deposits		6,153		—				6,153
Financial instruments at fair value through profit or loss		5,560		—				5,560
Financial instruments at fair value through profit or loss		37,281		302		(b)		37,583
Financial Instruments at fair value through other comprehensive income		302		(302	)	(b)		—
Trade receivable		21,040		—				21,040
Sub-leases receivable		—		3,357		(a)		3,357
Taxes recoverable		115		—				115
Other assets		1,923		(454	)	(a)		1,469
Total current assets		72,374		2,903				75,277
Non-current assets
Financial instruments at fair value through profit or loss		—		14,313		(b)		14,313
Financial Instruments at fair value through other comprehensive income		14,313		(14,313	)	(b)		—
Sub-leases receivable		—		5,017		(a)		5,017
Taxes recoverable		548		—				548
Deferred Taxes		—		575		(c)		575
Other assets		1,405		—				1,405
		16,266		5,592				21,858
Property and equipment		19,330		—				19,330
Right of use - Leases		—		81,949		(a)		81,949
Intangible assets		3,833		—				3,833
		39,429		87,541				126,970
TOTAL		111,803		90,444				202,247

F-66

Vinci Partners Investimentos Ltda.

Notes to the consolidated financial statements

All amounts in thousands of reais

Liabilities and equity	12/31/2018		12/31/2018				12/31/2018
	Local GAAP		Adjustments				IFRS
Current liabilities
Trade payables		211		—				211
Leases		—		16,454		(a)		16,454
Accounts payable		2,782		(255	)	(d)		2,527
Labor and social security obligations		17,895		—				17,895
Taxes and contributions payable		7,584		—				7,584
Total current liabilities		28,472		16,199				44,671
Non-current liabilities
Accounts Payable		1,687		—				1,687
Leases		—		76,550		(a)		76,550
Payables to related parties		8,526		—				8,526
Deferred taxes		1,841		325		(c)		2,167
Advance to capital increase		580		—				580
		12,634		76,876				89,510
Equity
Quota capital		8,820		—				8,820
Retained earnings		53,224		(3,513	)	(e)		49,711
Other reserves		6,809		967		(e)		7,776
		68,853		2,546				66,307
Non-controlling interests in the equity of subsidiaries		1,844		(85	)	(e)		1,759
Total liabilities and equity		111,803		90,444				202,247

F-67

Vinci Partners Investimentos Ltda.

Notes to the consolidated financial statements

All amounts in thousands of reais

Notes to the adjustments on balance sheet equity as of December 31, 2018

(a) Adjustment related to the first-time adoption of IFRS 16 – Leases;

(b) Reclassification of financial instruments at fair value through other comprehensive income to financial instruments at fair value through profit and loss, in accordance to IFRS 9;

(c) Deferred taxes recognized in connection to items (a) and (b) above. Deferred taxes over leases adjustment are not applicable for the investees under deemed profit regime – please see note 2.13;

(d) Reversion of deferred liability which were recognized on straight line basis since the inception of the lease agreement. The amount was entire reverted in connection to the adoption of IFRS 16, as mentioned in item (b) above;

(e) Effect on retained earnings, other reserves and non-controlling interest of the adjustments listed above.

F-68

Vinci Partners Investimentos Ltda.

Notes to the consolidated financial statements

All amounts in thousands of reais

Statements of Income	2018			2018				2018
	Local GAAP			Adjustments				IFRS
Net revenue from services rendered		172,204			—				172,204
General and administrative expenses		(74,336	)		(16,419	)	(a)		(90,755	)
Profit sharing		(15,886	)		15,886		(a)		—
Other operating expenses		(5,863	)		5,863		(a)		—
Operating profit		76,119			5,330				81,449
Finance income		7,698			1,025		(b)		8,723
Finance costs		(539	)		(11,933	)	(c)		(12,472	)
Finance profit/(loss), net		7,159			(10,908	)			(3,749	)
Profit before income taxes		83,278			(5,578	)			77,700
Income taxes		(21,402	)		380		(d)		(21,022	)
Profit for the year		61,876			(5,198	)			56,678
Attributable to quotaholders of the parent entity		61,726			(5,113	)			56,613
Attributable to non-controlling interests		150			(85	)			65

F-69

Vinci Partners Investimentos Ltda.

Notes to the consolidated financial statements

All amounts in thousands of reais

Notes to the adjustments on statements of income as of December 31, 2018

(a) The increase is related to the following adjustments:

- Reclassification of profit sharing and other operating expenses to general and administrative expense

- Adjustments related to the first-time adoption of IFRS 16, reclassifying the lease expenses to general and administrative expenses and finance costs

(b) Financial gain related to the reclassification of the financial instruments at fair value through other comprehensive income to financial instruments at fair value through profit or loss

(c) Financial cost increase in connection to the first-time adoption of IFRS 16

(d) Deferred taxes recognized in connection to the adjustments mentioned above

F-70

Vinci Partners Investimentos Ltda.

Notes to the consolidated financial statements

All amounts in thousands of reais

	2018			2018				2018
	Local GAAP			Adjustments				IFRS
Profit for the year		61,876			(5,198	)	(a)		56,678
Other comprehensive income
Items that may be reclassified to profit or loss
Foreign exchange variation of investee located abroad
Vinci Financial Ventures (VF2) GP		39			—				39
Vinci Capital Partners GP Limited		342			328		(b)		670
Vinci USA LLC		(2	)		—				(2	)
Vinci Capital Partners F III GP Limited		12			—				12
Financial instruments at fair value through other comprehensive income		(323	)		323		(c)		—
Total comprehensive income for the year		61,944							57,397
Attributable to:
Quotaholders of the Entity		61,794			(4,462	)			57,332
Non-controlling interests		150			(85	)			65
	61,944			(4,547)				57,397

Notes to the adjustments on statements of other comprehensive income as of December 31, 2018

(a) See notes to the adjustments on statements of income for more details;

(b) Adjustment related to the first-time adoption of IFRS 16 – Leases;

(c) Reclassification of financial instruments at fair value through other comprehensive income to financial instruments at fair value through profit and loss, in accordance to IFRS 9.

F-71

Vinci Partners Investimentos Ltda.

Notes to the consolidated financial statements

All amounts in thousands of reais

	2018				2018
Cash flows from operating activities	Local GAAP		Adjustments		IFRS
Profit before taxation		83,278		(5,578)		77,700
Adjustment
Depreciation and amortization		6,073		11,447 (b)		17,520
Financial result on lease agreements		—		10,584 (b)		10,584
Unrealized gain of financial instruments at fair value through profit or loss		(7,103)		—		(7,103)
Financial expense on liabilities at amortization cost		162		—		162
Loss allowance		—		52 (a)		52
		82,410		16,505		98,915
Changes in assets and liabilities
Accounts receivables		(4,710)		(52) (a)		(4,762)
Taxes recoverable		439		—		439
Other assets		247		(103) (b)		144
Trade payables		(2,629)		—		(2,629)
Accounts payable		(1,998)		(2,347) (b)		(4,345)
Labor and social security obligations		695		—		695
Taxes and contributions payable		(1,362)		—		(1,362)
Payables to related parties		21		—		21
Other payables		(326)		2,833 (b)		2,507
		(9,623)		331		(9,292)
Cash generated from operations		72,787		16,836		89,623
Income tax paid		(16,339)		—		(16,339)
Net cash inflow from operating activities		56,448		16,836		73,284
Cash flows from investing activities
Purchases of property and equipment and additions to intangible assets		(965)		—		(965)
Purchase of financial instruments at fair value through profit or loss		(192,083)		—		(192,083)
Sales of financial instruments at fair value through profit or loss		176,028		—		176,028
Net cash (outflow) from investing activities		(17,020)		—		(17,020)
Cash flows from financing activities
Issuance (purchase) of quotas		112		—		112
Capital increase of non-controlling interests in the equity of subsidiaries		846		—		846
Lease payments, net of sublease received		—		(16,836)(c)		(16,836)
Borrowings acquisitions (payments)		8,500		—		8,500
Dividends paid		(45,885)		—		(45,885)
Net cash (outflow) from financing activities		(36,427)		(16,836)		(53,263)
Net increase (decrease) in cash and cash equivalents		3,001		—		3,001
Cash and cash equivalents at the beginning of the year		8,240		—		8,240
Foreign exchange variation of cash and cash equivalents in subsidiary abroad		472		—		472
Cash and cash equivalents at the end of the year (Notes 6 and 7)		11,713				11,713

F-72

Vinci Partners Investimentos Ltda.

Notes to the consolidated financial statements

All amounts in thousands of reais

Notes to the adjustments on statements of cash flows as of December 31, 2018

(a) Trade receivable allowance recognized, in accordance to IFRS 9;

(b) Adjustment related to the first-time adoption of IFRS 16 – Leases.

4 Financial risk management

The main risks related to the financial instruments are: credit risk, market risk, and liquidity risk, as defined below: The management of such risks involves various levels in the Entity and comprehends a number of policies and strategies. The Group’s risk management focuses on the unpredictability of financial markets and seeks to mitigate potential adverse impacts on the Group’s financial performance.

4.1 Financial risk factors

This note explains the Group’s exposure to financial risks and how these risks could affect the Group’s future financial performance. Current year profit and loss information has been included where relevant to add further context.

The Group’s risk management is predominantly controlled by a central treasury department (group treasury) under policies approved by the board of directors. The board provides written principles for overall risk management, as well as policies covering specific areas, such as foreign exchange risk, interest rate risk, credit risk, use of derivative financial instruments and non-derivative financial instruments, and investment of excess liquidity.

(a) Credit risk

Credit risk arises from cash and cash equivalents, contractual cash flows of debt investments carried at amortized cost, at fair value through profit or loss (FVPL), and deposits with banks and financial institutions, as well as credit exposures to wholesale and retail customers, including outstanding receivables.

(i) Risk management

Vinci’s treasury manages credit risk on a group basis. At December 31, 2019 and 2018 the expected credit losses is considered immaterial due to the short maturities of the deposits and the credit quality of the counterparty, which have a credit rating AAA evaluated by Fitch Ratings. The Entity has not suffered any losses from cash and cash equivalent since inception. Vinci’s treasury review expected credit losses on a regular basis.

(ii) Impairment of financial assets

The group has the following types of financial assets that are subject to the expected credit loss model:

> trade receivables

> debt investments carried at amortized cost, and

While cash and cash equivalents are also subject to the impairment requirements of IFRS 9, the

identified impairment loss was immaterial.

F-73

Vinci Partners Investimentos Ltda.

Notes to the consolidated financial statements

All amounts in thousands of reais

(b) Market risk

(i) Foreign exchange risk

The Group’s exposure to foreign currency risk at the end of the reporting period, expressed in functional

currency units, was as follows:

The amounts presented in the table below are originally presented in US Dollar and were converted into Brazilian Reais (R$) by the foreign exchange rate at the closing date.

Balance sheet	12/31/2019		12/31/2018		01/01/2018
Cash and cash equivalents		3,304		6,138		5,454
Trade receivable		3,846		784		1,809
Lease		—		571		845
Other receivables		935		117		100
Current assets		8,085		7,610		8,208
Lease		—		—		493
Property and equipment		4,033		4,492		9,245
Non-current assets		4,033		4,492		9,738
Trade payables		124		457		845
Lease		782		2,417		7,139
Labor and social security obligations		5,410		2,500		3,677
Current liabilities		6,316		5,374		11,661
Lease		2,732		—		1,895
Non-current liabilities		2,732		—		1,895
Net Equity		3,070		6,728		4,390

The aggregate net foreign exchange gains/losses recognized in profit or loss were:

Net foreign exchange result	12/31/2019			12/31/2018
Financial revenue		56			169
Financial expense		(196	)		(225	)
Net foreign exchange result, net		(140	)		(56	)

The group operates internationally and is exposed to foreign exchange risk, exclusively the US dollar.

Foreign exchange risk arises from future commercial transactions and recognized assets and liabilities denominated in a currency that is not the functional currency of the Group.

F-74

Vinci Partners Investimentos Ltda.

Notes to the consolidated financial statements

All amounts in thousands of reais

(ii) interest rate risk

The Group’s profit or loss is sensitive to higher/lower interest income from cash equivalents and fixed income funds as a result of changes in interest rates.

The table below summarize the sensitivity of changes in interest rates.

	Impact on post-tax profit
	2019			2018
Interest rates – increase by 70 basis points *		195			209
Interest rates – decreased by 100 basis points *		(279	)		(299	)

* Holding all other variables constant

(iii) Price risk

The Group’s exposure to investment securities price risk arises from investments held by the group and classified in the balance sheet at fair value through profit or loss (note 5).

To manage its price risk arising from investments in investment securities, the group diversifies its portfolio. Diversification of the portfolio is done in accordance with the limits set by the Group.

The majority of the Group’s financial investments, that are exposed to significantly price risk are the private equity investments. Note 5(d) demonstrate the sensitivity analyses of impact for the assets held by the Group.

(c) Liquidity risk

Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through an adequate amount of committed credit facilities to meet obligations when due and to close out market positions. At the end of the reporting period the group held bank deposits of R$ 3,896 (2018 – R$11,713) that are expected to readily generate cash inflows for managing liquidity risk.

Net debt reconciliation

This section sets out an analysis of net debt and the movements in net debt for each of the periods presented.

	12/31/2019			12/31/2018			01/01/2018
Cash and cash equivalents		3,896			11,713			8,240
Liquid investments (i)		85,944			37,583			26,357
Trade payables		(326	)		(211	)		(2,840	)
Labor and social security obligations		(30,948	)		(17,895	)		(17,200	)
Accounts payable		(37,702	)		(4,214	)		(3,703	)
Payable to related parties		—			(8,526	)		(6	)
Lease liabilities		(102,891	)		(93,004	)		(102,646	)
Net debt		(82,027	)		(74,554	)		(91,798	)

(i) Liquid investments comprise current investments that are traded in an active market, being the Group’s financial assets held at fair value through profit or loss.

F-75

Vinci Partners Investimentos Ltda.

Notes to the consolidated financial statements

All amounts in thousands of reais

	Financial liabilities						Other assets
	Payables			Lease liabilities			Cash and cash equivalents			Liquid investments
Net debt as at 1 January 2018		(23,749)			(102,646	)		8,240			26,357
Cash flow		(6,935)			22,871			3,001			11,226
Addition – finance leases		—			(11,609	)		—			—
Amortization cost		(162)			—			—			—
Foreign exchange adjustments		—			—			472			—
Other changes (ii)		—			(1,620	)		—			—
31 December 2018		(30,846	)		(93,004	)		11,713			37,583
Cash flow		(37,949)			19,027			(7,938	)		48,361
Amortization cost		(181)
Addition – finance leases		—			(29,016	)		—			—
Foreign exchange adjustments		—			—			121			—
Other changes (ii)		—			102			—			—
31 December 2019		(68,976)			(102,891	)		3,896			85,944

(ii) Other changes include non-cash movements, including CTA adjustments which will be presented as in other comprehensive income statement.

Maturities of financial liabilities

The tables below analyses the Group’s financial liabilities into relevant maturity groupings based on

their contractual maturities for significant financial liabilities.

Contractual maturities of financial liabilities at 31 December 2019	Less than 1 year		Between 1 and 3 years		Over 3 years		Carrying amount
Trade payables		(326)		—		—		(326)
Labor and social security obligations		(30,948)		—		—		(30,948)
Lease liabilities		(17,738)		(37,914)		(120,884)		(102,891)
Accounts payable		(37,669)		(33)		—		(37,702)
Total		(86,681)		(37,947)		(120,884)		(171,867)

F-76

Vinci Partners Investimentos Ltda.

Notes to the consolidated financial statements

All amounts in thousands of reais

Contractual maturities of financial liabilities at 31 December 2018	Less than 1 year		Between 1 and 3 years		Over 3 years		Carrying amount
Trade payables		(211)		—		—		(211)
Labor and social security obligations		(17,895)		—		—		(17,895)
Lease liabilities		(16,454)		(31,200)		(120,307)		(93,004)
Accounts payable		(2,527)		(1,687)		—		(4,214)
Payables to related parties		—		(8,526)		—		(8,526)
Total		(37,087)		(41,413)		(120,307)		(123,850)

Contractual maturities of financial liabilities at 01 January 2018	Less than 1 year		Between 1 and 3 years		Over 3 years		Carrying amount
Trade payables		(2,840)		—		—		(2,840)
Labor and social security obligations		(17,200)		—		—		(17,200)
Lease liabilities		(20,507)		(32,598)		(135,929)		(102,646)
Accounts payable		(2,178)		(1,525)		—		(3,703)
Payables to related parties		—		(6)		—		(6)
Total		(42,725)		(34,129)		(135,929)		(126,395)

The amounts disclosed in the table below are the lease liabilities contractual undiscounted cash flows. Balances due within 12 months equal their carrying balances as the impact of discounting is not significant.

Contractual maturities of financial liabilities At 31 December  2019	Rio de Janeiro Office (BM336)	São Paulo Office	NY Office (3rd Avenue)	Total Contractual cash flows	Carrying amount non-current liabilities
2021	(15,617)	(2,535)	(805)	(18,957)	(15,819)
2022	(15,617)	(2,535)	(805)	(18,957)	(14,065)
2023	(15,617)	(845)	(805)	(17,267)	(11,401)
2024	(15,617)	—	(805)	(16,422)	(9,618)
2025	(15,617)	—	—	(15,617)	(7,959)
2026	(15,617)	—	—	(15,617)	(7,047)
2027	(15,617)	—	—	(15,617)	(6,239)
2028	(15,617)	—	—	(15,617)	(5,524)
2029	(15,617)	—	—	(15,617)	(4,891)
2030	(9,110)	—	—	(9,110)	(2,590)
Total	(149,663)	(5,915)	3,220)	(158,798)	(85,153)

F-77

Vinci Partners Investimentos Ltda.

Notes to the consolidated financial statements

All amounts in thousands of reais

Contractual maturities of financial liabilities At 31 December  2018	Rio de Janeiro Office (BM336)		São Paulo Office		Total Contractual cash flows		Carrying amount non-current liabilities
2020		(13,721)		(1,857)		(15,578)		(12,936)
2021		(13,721)		(1,901)		(15,622)		(11,498)
2022		(13,721)		(1,901)		(15,622)		(10,189)
2023		(13,721)		(634)		(14,355)		(8,290)
2024		(13,721)		—		(13,721)		(6,993)
2025		(13,721)		—		(13,721)		(6,192)
2026		(13,721)		—		(13,721)		(5,482)
2027		(13,721)		—		(13,721)		(4,854)
2028		(13,721)		—		(13,712)		(4,297)
2029		(13,721)		—		(13,721)		(3,805)
2030		(8,004)		—		(8,004)		(2,014)
Total		(145,214)		(6,293)		(151,507)		(76,550)

Contractual maturities of financial liabilities At 31 December 2018	Rio de Janeiro Office (BM336)	São Paulo Office	NY Office (3rd Avenue)	Total Contractual cash flows	Carrying amount non-current liabilities
2019	(13,286)	(1,694)	(2,040)	(17,020)	(14,333)
2020	(13,721)	(1,857)	—	(15,578)	(11,464)
2021	(13,721)	(1,901)	—	(15,622)	(10,189)
2022	(13,721)	(1,901)	—	(15,622)	(9,029)
2023	(13,721)	(634)	—	(14,355)	(7,342)
2024	(13,721)	—	—	(13,721)	(6,192)
2025	(13,721)	—	—	(13,721)	(5,482)
2026	(13,721)	—	—	(13,721)	(4,854)
2027	(13,721)	—	—	(13,721)	(4,297)
2028	(13,721)	—	—	(13,721)	(3,805)
2029	(13,721)	—	—	(13,721)	(3,369)
2030	(8,004)	—	—	(8,004)	(1,783)
Total	(158,500)	(7,987)	(2,040)	(168,527)	(82,139)

F-78

Vinci Partners Investimentos Ltda.

Notes to the consolidated financial statements

All amounts in thousands of reais

5 Financial instruments

This note provides information about the group’s financial instruments, including:

- an overview of all financial instruments held by the group

- specific information about each type of financial instrument

- accounting policies

- information about determining the fair value of the instruments, including judgements and estimation uncertainty involved.

The group classifies its financial assets in the following measurement categories:

• those measured at fair value or through profit or loss, and

• those measured at amortized cost.

The classification depends on the entity’s business model for managing the financial assets and the contractual terms of the cash flows.

For assets measured at fair value, gains and losses will be recorded in profit.

Recognition and derecognition

Regular way purchases and sales of financial assets are recognized on trade date, being the date on which the group commits to purchase or sell the asset. Financial assets are derecognized when the rights to receive cash flows from the financial assets have expired or have been transferred and the group has transferred substantially all the risks and rewards of ownership.

Measurement

At initial recognition, the group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss (FVPL), transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at FVPL are expensed in profit or loss.

The group holds the following financial instruments:

Financial assets	Section		12/31/2019		12/31/2018		01/01/2018
Trade receivables		(a)		74,769		21,040		16,330
Other financial assets at amortized cost		(b)		817		155		584
Cash and cash equivalents		(d)		3,896		11,713		8,240
Financial assets at fair value through profit or loss (FVPL)		(c)		110,108		51,896		28,738
				189,590		84,804		53,892
Financial liabilities
Liabilities at amortized cost		(e)		68,976		30,846		23,749
Lease liabilities		(e)		102,891		93,004		102,646
			171,867		123,850		126,395

F-79

Vinci Partners Investimentos Ltda.

Notes to the consolidated financial statements

All amounts in thousands of reais

The group’s exposure to risks associated with the financial instruments is discussed in note 4. The maximum exposure to credit risk at the end of the reporting period is the carrying amount of each class of financial assets mentioned above.

a) Trade receivables

Current assets	12/31/2019			12/31/2018			01/01/2018
Trade receivables from contracts with customers		58,898			21,230			16,468
Loss allowance		(90	)		(190	)		(138	)
Non-current assets
Trade receivables from contracts with customers		15,961			—			—
		74,769			21,040			16,330

Trade receivables are recognized initially at the amount of consideration that is unconditional and are not submitted to any financial components. They are subsequently measured at amortized cost, less loss allowance.

Current trade receivables are amounts due from customers for services performed in the ordinary course of business. They are generally due for settlement within 30 days and are therefore all classified as current. Due to the short-term nature of the current receivables, their carrying amount is considered to be the same as their fair value

Non-current trade receivables are unrealized performance fees that Management, with accumulated experience, estimate that it is highly probable that a significant reversal will not occur.

The Entity use a provision matrix to calculate expected credit losses and the exposure to credit risk from receivables are reviewed on a regular basis. Trade receivables allowance are presented in general and administrative expense.

The loss allowances for trade receivables as at 31 December reconcile to the opening loss allowances as follows:

	2019		2018
Opening loss allowance at 1 January		(190)		(138)
Increase in trade receivable allowance recognized in profit or loss		(69)		(52)
Write-off		169		—
Closing loss allowance at 31 December		(90)		(190)

Trade receivables are written off where there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of recovery include, among others, the failure of a debtor to engage in a repayment plan with the group, and a failure to make contractual payments. The Entity wrote off an amount of R$ 169 during the 2019 year (R$ 0—2018). Subsequent recoveries of amounts previously written off are credited against the same line item.

b) Other financial assets at amortized cost

F-80

Vinci Partners Investimentos Ltda.

Notes to the consolidated financial statements

All amounts in thousands of reais

Financial assets at amortized cost include the following debt investments:

	12/31/2019		12/31/2018		01/01/2018
Prepayments to employees		817		155		584

These amounts generally arise from transactions outside the usual operating activities of the group. Interest are charged at commercial rates and collateral is not normally obtained.

All of the financial assets at amortized cost are denominated in Brazilian currency units. As a result, there is no exposure to foreign currency risk. There is also no exposure to price risk as the investments will be held to maturity.

See note 6 for more details.

c) Financial assets at fair value through profit or loss

The group classifies the following financial assets at fair value through profit or loss (FVPL):

- Mutual funds;

- Public equities funds;

- Real Estate listed funds and

- Private equity funds.

Financial assets measured at FVPL include the following categories:

	12/31/2019		12/31/2018		01/01/2018
Current assets		85,944		37,583		26,357
Real estate listed funds		445		302		277
Mutual funds		84,665		33,794		20,833
Public equities funds		834		3,487		5,247
Non-current assets		24,164		14,313		2,381
Private equity funds		24,164		14,223		2,300
Real estate listed funds		—		90		81

The following tables demonstrate the funds invested included in each category mentioned above.

F-81

Vinci Partners Investimentos Ltda.

Notes to the consolidated financial statements

All amounts in thousands of reais

Mutual funds

	12/31/2019		12/31/2018		01/01/2018
Vinci Multiestratégia FIM (i)		21,074		701		—
Vinci Valorem FIM		826		—		—
Vinci Selection FIC de FIM		537		—		—
Vinci Selection FIM		526		—		—
FI Vinci Renda Fixa CP (ii)		61,227		33,093		20,833
Vinci Atlas FIC de FIM		475		—		—
		84,665		33,794		20,833

(i) O Vinci Multiestratégia FIM is focused to seek return to its quotaholders through investments in various classes of financial assets available in the fixed income, variable income, foreign exchange, derivatives and quotas of other investment funds, traded in the domestic and foreign markets, without the commitment to concentration in any specific class. As of December 31, 2019, 2018, and January 1, 2018, the fund’s portfolio is composed primarily by Brazilian Government Bonds.

(ii) O FI Vinci Renda Fixa CP is focused to seek return to its quotaholders through investments in various classes of financial assets available in the fixed income, derivatives and quotas of other investment funds, traded in the domestic markets, without exposition to variable income assets, foreign markets and leverage. As of December 31, 2019, and 2018 and January 1, 2018, the fund’s portfolio is composed primarily by Brazilian Government Bonds.

Public equities funds

	12/31/2019		12/31/2018		01/01/2018
Vinci Mosaico FIA		834		822
Vinci Gas Seleção Dividendos FIA		—		1,284		2,291
Vinci Selection Equities FIA		—		140		237
Vinci Gas Dividendos FIA		—		1,135		2,057
Vinci Gas Lotus Institucional FIA		—		—		480
Vinci Gas Discovery FIA		—		106		182
		834		3,487		5,247

Real Estate funds

	12/31/2019		12/31/2018		01/01/2018
Vinci Shopping Centers FII		391		302		277
Vinci Offices FII (*)		54		90		81
		445		392		358

(*) Vinci Office FII became a listed Fund since November 2019.

F-82

Vinci Partners Investimentos Ltda.

Notes to the consolidated financial statements

All amounts in thousands of reais

Private Equity

	12/31/2019		12/31/2018		01/01/2018
Vinci Capital Partners III Feeder FIP Multiestratégia		590		—		—
FIP Real Estate		—		456		468
Vinci Infra Coinvestimento I FIP - Infraestrutura (i)		16,669		9,013		1.341
Vinci Infra Transmissão FIP - Infraestrutura (i)		4,875		3,194		491
Nordeste III FIP Multiestratégia		2,030		1,560		—
		24,164		14,223		2,300

(i) These funds are focused in acquisition of shares, share bonuses subscriptions, debentures convertible or not into shares, or other securities issued by publicly-held, publicly-traded or private corporations, that develop new projects of infrastructure in the development sector and operations of electric power transmission lines, participating in the decision-making process of the investee, with effective influence. As of December 31, 2019, these funds held investment in Linhas de Energia do Sertão Transmissora S.A. (“LEST”) and Água Vermelha Transmissora de Energia S.A.

During the year, the following gains/(losses) were recognized in profit or loss:

	12/31/2019		12/31/2018
Fair value gains (losses) on investments at FVPL recognized in finance income		20,244		7,130

d) Cash and cash equivalents

Current assets	12/31/2019		12/31/2018		01/01/2018
Cash and bank deposits		3,564		6,153		5,470
Certificate of deposit		332		5,560		2,770
		3,896		11,713		8,240

For the purpose of presentation in the statement of cash flows, cash and cash equivalents includes cash on hand, bank deposits held at financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

F-83

Vinci Partners Investimentos Ltda.

Notes to the consolidated financial statements

All amounts in thousands of reais

e) Financial Liabilities

	12/31/2019		12/31/2018		01/01/2018
Current		86,681		37,087		42,725
Trade payables		326		211		2,840
Labor and social security obligations (Note 12)		30,948		17,895		17,200
Lease liabilities (ii)		17,358		16,454		20,507
Accounts payable (Note 11)		37,669		2,527		2,178
Non-current		85,186		86,763		83,670
Related parties		—		26		6
Borrowing (i)		—		8,500		—
Lease liabilities (ii)		85,153		76,550		82,139
Accounts payable (Note 11)		33		1,687		1,525
		171,867		123,850		126,395

(i) On December 31, 2018 Vinci entered into a borrowing agreement with its quotaholders in the total amount of R$ 8,500. All the amount was settled during 2019.

(ii) As at 31 December 2019, the group leased offices with a carrying amount of R$ 102,891 under leases expiring within five to ten years. The carrying amount of the lease liabilities comprises the net present value of the future cash expenditures up to the termination of the lease term.

(i) Recognized fair value measurements

(a) Fair value hierarchy

This section explains the judgements and estimates made in determining the fair values of the financial instruments that are recognized and measured at fair value through profit or loss in the financial statements. To provide an indication about the reliability of the inputs used in determining fair value, the group has classified its financial instruments into the three levels prescribed under the accounting standards. An explanation of each level follows underneath the table.

F-84

Vinci Partners Investimentos Ltda.

Notes to the consolidated financial statements

All amounts in thousands of reais

	At 31 December 2019
Recurring fair value measurements	Level 1		Level 2		Level 3		Total
Financial Assets
Certificate Deposits		—		332		—		332
Public equities funds		—		834		—		834
Mutual funds		—		84,665		—		84,665
Real estate listed funds		445		—		—		445
Private equity funds		—		—		24,164		24,164
Total Financial Assets		445		85,831		24,164		110,440
	At 31 December 2018
Recurring fair value measurements	Level 1		Level 2		Level 3		Total
Financial Assets
Certificate Deposits		—		5,560		—		5,560
Public equities funds		—		3,487		—		3,487
Mutual funds		—		33,794		—		33,794
Real estate funds (listed and non-listed)		302		—		90		392
Private equity funds		—		—		14,223		14,223
Total Financial Assets		302		42,841		14,313		57,456
	At 01 January 2018
Recurring fair value measurements	Level 1		Level 2		Level 3		Total
Financial Assets
Certificate Deposits		—		2,770		—		2,770
Public equities funds		—		5,247		—		5,247
Mutual funds		—		20,833		—		20,833
Real estate funds (listed and non-listed)		277		—		81		358
Private equity funds		—		—		2,300		2,300
Total Financial Assets		277		28,850		2,381		31,508

During the year occurred only one transfers between level 3 to level 1 for recurring fair value measurements, that was in Vinci Offices FII, once the fund became listed at November 2019. The group’s policy is to recognize transfers into and out of fair value hierarchy levels as at the end of the reporting period.

Level 1: The fair value of financial instruments traded in active markets (such as publicly traded real estate funds) is based on quoted market prices at the end of the reporting period. The quoted market price used for financial assets held by the group is the current bid price. These instruments are included in level 1.

Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximize the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities.

F-85

Vinci Partners Investimentos Ltda.

Notes to the consolidated financial statements

All amounts in thousands of reais

(b) Valuation techniques used to determine fair values

Specific valuation techniques used to value financial instruments include:

- the use of quoted market prices

- for level 3 financial instruments – discounted cash flow analysis.

All non-listed assets fair value estimates are included in level 2, except for private equity funds, where the fair values have been determined based on fair value appraisals for Fund’s investments, performed by the Fund’s Management (Vinci Capital) or a third party hired by the Administration. The most part of the level 3 financial instruments evaluation uses discount cash flows techniques to evaluate the fair value of the Fund’s investments. The appraisals performed by a third party are reviewed by Vinci (Funds Management).

(c) Fair value measurements using significant unobservable inputs (level 3)

The following table presents the changes in level 3 items for the periods ended 31 December 2019 and 31 December 2018:

	Fair Value
Opening balance 1 January 2018		2,381
Purchases		6,866
Gain recognized in finance income		5,066
Closing balance 31 December 2018		14,313
Purchases		6,110
Transfer between level 3 to 1		(90	)
Sales and Distributions		(12,972	)
Gain recognized in finance income		16,803
Closing balance 31 December 2019		24,164

F-86

Vinci Partners Investimentos Ltda.

Notes to the consolidated financial statements

All amounts in thousands of reais

(d) Valuation inputs and relationships to fair value

The following table summarizes the quantitative information about the significant unobservable inputs used in level 3 fair value measurements:

	Fair value at
Description	12/31/2019	12/31/2018	Valuation Techique	Unobservable inputs	Value input	Reasonable possible shift +/-	2018 Gain / (Losses)	2019 Gain / (Losses)	Possible shift in Gain and losses
Vinci Infra Coinvestimento I FIP – Infraestrutura	16,669	9,013	Discounted cash flow	Discount rate	11.68%	0.5% / 1%	3,853	12,870	Lower discount rate in 50 basis points would increase fair value by R$ 559 (R$ 768 – 2018) and higher discount rate in 100 basis points would decrease fair value by R$ 1,992 (1,372 – 2018)
Vinci Infra Transmissão FIP - Infraestrutura	4,875	3,194	Discounted cash flow	Discount rate	11.68%	0.5% / 1%	1,288	3,499	Lower discount rate in 50 basis points would increase fair value by R$ 163 (R$ 273 – 2018) and higher discount rate in 100 basis points would decrease fair value by R$ 583 (R$ 486 – 2018)
Others	2,620	2,016	NAV Valuation	NAV	N/A	1% / 2%	(75)	435	Increased NAV in 100 basis points would increase fair value by R$ 26 (R$ 20 – 2018) and lower NAV in 200 basis points would decrease fair value by R$ 52 (R$ 40 – 2018)

F-87

Vinci Partners Investimentos Ltda.

Notes to the consolidated financial statements

All amounts in thousands of reais

6 Other assets

	2019		2018		01/01/2018
Prepayments to employees (i)		817		155		584
Receivables due to financial asset sales (ii)		—		—		456
Sundry advances		192		10		76
Advances to projects in progress (iii)		4,009		2,137		1,807
Other prepayments		117		107		13
Related parties receivables (iv)		301		336		—
Guarantee deposits		806		—		—
Others		132		129		81
	6,374		2,874		3,018
Current		5,044		1,469		2,353
Non-current		1,330		1,405		664
	6,374		2,874		3,017

(i) Refers to amounts receivable from employees, in which the amount is rated at the interest rate of the Interbank Deposit Certificate (CDI).

(ii) In July 2017, the Entity sold part of its ownership on Fundo Vinci Capital Partners II Fundo de Investimento em Cotas de Fundo de Investimentos em Participações to Salzburg Empreendimentos e Participações Ltda. for R$ 456. This amount was settled in September 10, 2018.

(iii) Refers to costs incurred by projects related to funds administered by Vinci, that are initially paid by the Group and subsequently reimbursed.

(iv) Refers to an intercompany transaction. See note 19 for more details.

F-88

Vinci Partners Investimentos Ltda.

Notes to the consolidated financial statements

All amounts in thousands of reais

7 Investments

(a) The main information on the ownership interest held can be summarized as follows:

Entity	Princial activities	Place of business	Quotas			Equity			2019 Profit / (Loss) For the year
Vinci Assessoria Financeira Ltda.	Financial advisory services	Brazil		100	%		532			3,143
Vinci Equities Gestora de Recursos Ltda.	Equity Funds Management	Brazil		100	%		30,531			40,974
Vinci Gestora de Recursos Ltda.	Equity Funds Management	Brazil		100	%		8,201			2,448
Vinci Capital Gestora de Recursos Ltda.	Private Equity Funds Management	Brazil		100	%		18,107			72,230
Vinci Gestão de Patrimônio Ltda.	Funds management	Brazil		100	%		10,680			19,620
Vinci Real Estate Gestora de Recursos Ltda.	Real Estate Funds Management	Brazil		80	%		12,804			10,515
Vinci Capital Partners GP Limited	Funds General Partners	Cayman Islands		100	%		305			(1,224	)
Vinci USA LLC	Offhsore Funds Management	USA		100	%		1,755			8,816
Vinci International Real Estate Ltd (*)	Offhsore Funds Management	USA		100	%		198			681
Vinci Crédito Gestora de Recurso Ltda.	Credit Funds Managament	Brazil		100	%		(5	)		(272	)
Vinci Infraestrutura Gestora de Recursos Ltda.	Infrastructure Funds Management	Brazi		80	%		19,849			12,520
Vinci Financial Ventures (VF2) GP	Funds General Partners	USA		100	%		15			(14	)
Vinci Capital Partners GP III Limited	Funds General Partners	Cayman Islands		100	%		75			(107	)
Amalfi Empreendimentos e Participações Ltda.	Non-operational Company	Brazil		100	%		1			(163	)
GGN GP LLC	Funds General Partners	USA		100	%		—			—

(*) Vinci International Real Estate Ltd is controlled by Vinci USA LLC, which holds 75% of interest in the company

F-89

Vinci Partners Investimentos Ltda.

Notes to the consolidated financial statements

All amounts in thousands of reais

Entity	Princial activities	Place of business	Quotas			Equity			2019 Profit / (Loss) For the year
Vinci Assessoria Financeira Ltda.	Financial advisory services	Brazil		100	%		241			11,446
Vinci Equities Gestora de Recursos Ltda.	Equity Funds Management	Brazil		100	%		5,848			11,025
Vinci Gestora de Recursos Ltda.	Equity Funds Management	Brazil		100	%		4,202			(3,253	)
Vinci Capital Gestora de Recursos Ltda.	Private Equity Funds Management	Brazil		100	%		27,867			39,362
Vinci Gestão de Patrimônio Ltda.	Funds management	Brazil		100	%		3,382			7,549
Vinci Real Estate Gestora de Recursos Ltda.	Real Estate Funds Management	Brazil		80	%		5,829			4,625
Vinci Capital Partners GP Limited	Funds General Partners	Cayman Islands		100	%		174			(165	)
Vinci USA LLC	Offhsore Funds Management	USA		100	%		6,458			(13,918	)
Vinci International Real Estate Ltd (*)	Offhsore Funds Management	USA		100	%		432			686
Vinci Crédito Gestora de Recurso Ltda.	Credit Funds Managament	Brazil		100	%		(578	)		(597	)
Vinci Infraestrutura Gestora de Recursos Ltda.	Infrastructure Funds Management	Brazi		80	%		4,426			284
Vinci Financial Ventures (VF2) GP	Funds General Partners	USA		100	%		(11	)		(9	)
Vinci Capital Partners GP III Limited	Funds General Partners	Cayman Islands		100	%		1			(108	)

(*) Vinci International Real Estate Ltd is controlled by Vinci USA LLC, which holds 75% of interest in the company

F-90

Vinci Partners Investimentos Ltda.

Notes to the consolidated financial statements

All amounts in thousands of reais

Entity	Princial activities	Place of business	Quotas			01/01/2018 Equity
Vinci Assessoria Financeira Ltda.	Financial advisory services	Brazil		100	%		925
Vinci Equities Gestora de Recursos Ltda.	Equity Funds Management	Brazil		100	%		3,323
Vinci Gestora de Recursos Ltda.	Equity Funds Management	Brazil		100	%		10,455
Vinci Capital Gestora de Recursos Ltda.	Private Equity Funds Management	Brazil		100	%		17,085
Vinci Gestão de Patrimônio Ltda.	Funds management	Brazil		100	%		3,283
Vinci Real Estate Gestora de Recursos Ltda.	Real Estate Funds Management	Brazil		80	%		3,895
Vinci Capital Partners GP Limited	Funds General Partners	Cayman Islands		100	%		300
Vinci USA LLC	Offhsore Funds Management	USA		100	%		(1,112	)
Vinci International Real Estate Ltd (*)	Offhsore Funds Management	USA		100	%		213
Vinci Crédito Gestora de Recurso Ltda.	Credit Funds Managament	Brazil		100	%		19
Vinci Infraestrutura Gestora de Recursos Ltda.	Infrastructure Funds Management	Brazi		80	%		4,012
Vinci Financial Ventures (VF2) GP	Funds General Partners	USA		100	%		—

(*) Vinci International Real Estate Ltd is controlled by Vinci USA LLC, which holds 75% of interest in the company

F-91

Vinci Partners Investimentos Ltda.

Notes to the consolidated financial statements

All amounts in thousands of reais

(b) Non-controlling interests (NCI)

Set out below is summarized financial information for each subsidiary that has non-controlling interests that are material to the group. The amounts disclosed for each subsidiary are before inter-company eliminations.

	Vinci Real Estate						Vinci Infraestrutura						Vinci Int’l Real Estate						Total
	2019			2018			2019			2018			2019			2018			2019			2018
Summarized Balance Sheet
Current assets		15,832			6,169			10,352			6,777			500			606			26,684			13,552
Current liabilities		(4,699	)		(2,526	)		(2,957	)		(1,510	)		(302	)		(174	)		(7,958	)		(4,210	)
Current net assets		11,133			3,643			7,395			5,267			198			432			17,726			9,342
Non-current assets		9,936			9,287			14,870			60			—			—			24,806			9,347
Non-current liabilities		(8,258	)		(7,099	)		(2,419	)		(1	)		—			—			(10,677	)		(7,100	)
Non-current net assets		1,678			2,188			(12,451	)		59			—			—			14,129			2,247
Net assets		12,811			5,831			19,846			5,326			198			432			32,855			11,589
Advances for capital increase (NCI)		—			—			—			(580	)		—			—			—			(580	)
Accumulated NCI		2,562			1,166			3,969			485			50			108			6,581			1,759

F-92

Vinci Partners Investimentos Ltda.

Notes to the consolidated financial statements

All amounts in thousands of reais

Summarized statement	Vinci Real Estate						Vinci Infraestrutura					Vinci International Real Estate				Total
of comprehensive income	2019			2018			2019		2018			2019		2018		2019			2018
Revenue		19,182			11,451			20,110		6,074			1,037		1,053		40,329			18,578
Profit for the period		10,519			4,627			12,520		284			681		686		23,720			5.597
Other comprehensive income					—					—			—		—		—			—
Total comprehensive income		10,519			4,627			12,520		284			681		686		23,720			5,597
Profit allocated to NCI before dividends		2,104			923			2,504		57			170		171		4,778			1,151
	—
Disproportionate dividends distributions		(670	)		(446	)		151		(640	)		—		—		(519	)		(1,086	)
Profit/(loss) allocated to NCI		1,434			477			2,655		(583	)		170		171		4,259			65

F-93

Vinci Partners Investimentos Ltda.

Notes to the consolidated financial statements

All amounts in thousands of reais

8 Property and equipment

	2019
	Furniture and fittings stuffs			Improvements in properties of third parties			Computers and peripherals— improvements			, Equipaments and tools			Work of arts and others		Total
Cost
At January 1, 2019		8,968			41,386			5,253			7,992			616		64,215
Aquisitions		35			582			307			84			169		1,177
Foreign Exchange variations of property and equipment abroad		—			566			—			383			—		949
At December 31, 2019		9,003			42,534			5,560			8,459			785		66,341
Accumulated depreciation
At January 1, 2019		(5,105	)		(29,090	)		(4,390	)		(6,300	)		—		(44,885	)
Annual depreciation		(903	)		(2,075	)		(523	)		(818	)		—		(4,319	)
Foreign Exchange variations of property and equipment abroad		—			(586	)		—			(139	)		—		(725	)
At December 31, 2019		(6,008	)		(31,751	)		(4,913	)		(7,257	)		—		(49,929	)
Net book value
At January 1, 2019		3,863			12,296			863			1,692			616		19,330
At December 31, 2019		2,995			10,783			647			1,202			785		16,412
Annual depreciation rate - %		10			From 10 to 20			20			10

Extension options in offices leases have not been included in the lease liability, because the Group could replace the assets without significant cost or business disruption.

F-94

Vinci Partners Investimentos Ltda.

Notes to the consolidated financial statements

All amounts in thousands of reais

																2018
	Furniture and fittings stuffs			Improvements in properties of third parties			Computers and peripherals—improvements			Equipaments and tools			Work of arts and others			Total
Cost
At January 1, 2018		9,656			39,118			5,590			7,406			736			62,506
Aquisitions		5			164			150			2			—			321
Disposals		(693	)		—			(487	)		(2	)		(120	)		(1,302	)
Foreign Exchange variations of property and equipament abroad		—			2,104			—			586			—			2,690
At December 31, 2018		8,968			41,386			5,253			7,992			616			64,215
Accumulated depreciation
At January 1, 2018		(4,436	)		(24,802	)		(4,204	)		(5,364	)		—			(38,806	)
Annual depreciation		(918	)		(2,214	)		(572	)		(453	)		—			(4,157	)
Disposals		249			—			386			1			—			636
Foreign Exchange variations of property and equipament abroad		—			(2,074	)		—			(484	)		—			(2,558	)
At December 31, 2018		(5,105	)		(29,090	)		(4,390	)		(6,300	)		—			(44,885	)
Net book value
At January 1, 2018		5,220			14,316			1,386			2,042			736			23,700
At December 31, 2018		3,863			12,296			863			1,692			616			19,330
Annual depreciation rate - %		10			From 10 to 20			20			10

F-95

Vinci Partners Investimentos Ltda.

Notes to the consolidated financial statements

All amounts in thousands of reais

9 Intangible assets

Intangible assets include expenditures with the development of the software product for Risk System and Portfolio Allocation, whose purpose is to evaluate the risk of the funds and to allocate the clients’ portfolio.

Economic benefits will flow to the Group from the service fees charged to the clients for the sale of advisory services on market risks or through a service which the Vinci’s managers named Wealth Management.

The Entity assesses, at each reporting date, whether there is an indication that an intangible asset may be impaired. If any indication exists, the Entity estimates the asset’s recoverable amount. There were no indications of impairment of intangible assets for the years ended December 31, 2019 and 2018.

	2019
	Software development			Total
Cost
At January 1, 2019		21,105			21,105
Purchases		560			560
Foreign exchange variation of intangible assets abroad		243			243
At December 31, 2019		21,908			21,908
Accumulated amortization
At January 1, 2019		(17,272	)		(17,272	)
Annual amortization		(1,680	)		(1,680	)
Foreign exchange variation of intangible assets abroad		(236	)		(236	)
At December 31, 2019		(19,188	)		(19,188	)
At January 1, 2019		3,833			3,833
At December 31, 2019		2,720			2,720
Amortization rate (per year) - %		20	%

F-96

Vinci Partners Investimentos Ltda.

Notes to the consolidated financial statements

All amounts in thousands of reais

	2018
	Software development			Total
Cost
At January 1, 2018		19,281			19,281
Purchases		1,310			1,310
Foreign exchange variation of intangible assets abroad		514			514
At December 31, 2018		21,105			21,105
Accumulated amortization
At January 1, 2018		(14,550	)		(14,550	)
Annual amortization		(1,916	)		(1,916	)
Foreign exchange variation of intangible assets abroad		(806	)		(806	)
At December 31, 2018		(17,272	)		(17,272	)
At January 1, 2018		4,731			4,731
At December 31, 2018		3,833			3,833
Amortization rate (per year) - %		20	%

F-97

Vinci Partners Investimentos Ltda.

Notes to the consolidated financial statements

All amounts in thousands of reais

10 Leases

This note provides information for leases where the group is a lessee. The notes also provide the information of subleases agreements where the Group is a lessor, once part of the assets leased by the Group is subleased to third parties.

(i) Amount recognized in the balance sheet

The balance sheet shows the following amounts relating to leases:

	12/31/2019			12/31/2018			01/01/2018
Sub-lease receivable
Rio de Janeiro Office - BM 336		5,600			7,803			9,224
NY Office - Madson Tower		—			571			1,338
Total		5,600			8,374			10,562
Current		2,883			3,357			3,151
Non-current		2,717			5,017			7,411
Total		5,600			8,374			10,562
Right of use assets
Rio de Janeiro Office - BM 336		79,101			72,847			77,428
São Paulo Office - JRA		6,012			5,656			6,961
NY Office - Madson Tower		—			3,445			7,696
NY Office - third Avenue		3,271			—			—
Total		88,384			81,949			92,085
Lease liabilities
Rio de Janeiro Office - BM 336		(92,444	)		(84,359	)		(86,651	)
São Paulo Office - JRA		(6,933	)		(6,228	)		(6,962	)
NY Office - Madson Tower		—			(2,417	)		(9,033	)
NY Office - third Avenue		(3,514	)		—			—
Total		(102,891	)		(93,004	)		(102,646	)
Current		(17,738	)		(16,454	)		(20,507	)
Non-current		(85,153	)		(76,550	)		(82,139	)
Total		(102,891	)		(93,004	)		(102,646	)

F-98

Vinci Partners Investimentos Ltda.

Notes to the consolidated financial statements

All amounts in thousands of reais

Additions to the right-of-use assets during the 2019 financial year were R$ 3,544.

(ii) Amount recorded in the statement of profit or loss

The statement of profit or loss shows the following amounts relating to leases:

	2019			2018
Right of use assets depreciation		(10,521	)		(11,447	)
Financial expense		(11,980	)		(11,609	)
		(22,501	)		(23,056	)

The total cash outflow for leases in 2019 was R$ 19,027 (R$ 22,871 in 2018).

(iii) The Group’s leasing activities and how these are accounted for

The Group leases various offices. Rental contracts are typically made for fixed periods of 5 years to 10 years, but may have extension options as described in (v) below.

Contracts may contain both lease and non-lease components. The group allocates the consideration in the contract to the lease and non-lease components based on their relative stand-alone prices.

For all periods presented, the sub-leases were classified as finance leases on a lessor perspective. Therefore, the Group account the sub-leases on a lease-by-lease basis, subtracting the right of use assets and recognizing a receivable related to the present value of the receivables of the sub-lease.

Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose any covenants other than the security interests in the leased assets that are held by the lessor. Leased assets may not be used as security for borrowing purposes.

From January 1, 2018, leases are recognized as a right-of-use asset and a corresponding liability at the adoption date.

Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of the following lease payments:

- fixed payments (including in-substance fixed payments), less any lease incentives receivable

- variable lease payment that are based on an index or a rate, initially measured using the index or rate as at the commencement date

- amounts expected to be payable by the group under residual value guarantees

- the exercise price of a purchase option if the group is reasonably certain to exercise that option, and

- payments of penalties for terminating the lease, if the lease term reflects the group exercising that option.

Lease payments to be made under reasonably certain extension options are also included in the measurement of the liability. The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be

F-99

Vinci Partners Investimentos Ltda.

Notes to the consolidated financial statements

All amounts in thousands of reais

readily determined, which is generally the case for leases in the group, the lessee’s incremental borrowing rate is used, being the rate that the individual lessee would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and conditions.

To determine the incremental borrowing rate, the Group:

- where possible, uses recent third-party financing received by the individual lessee as a starting point, adjusted to reflect changes in financing conditions since third party financing was received

- uses a build-up approach that starts with a risk-free interest rate adjusted for credit risk for leases, which does not have recent third party financing, and

- make adjustments specific to the lease, e.g. term, country, currency and security.

The group is exposed to potential future increases in variable lease payments based on an index, which are not included in the lease liability until they take effect. When adjustments to lease payments based on an index or rate take effect, the lease liability is reassessed and adjusted against the right-of-use asset.

Lease payments are allocated between principal and finance cost. The finance cost is charged to profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period.

Right-of-use assets are measured at cost comprising the following:

- the amount of the initial measurement of lease liability

- any lease payments made at or before the commencement date less any lease incentives received

- any initial direct costs, and

- restoration costs.

Right-of-use assets are generally depreciated over the shorter of the asset’s useful life and the lease term on a straight-line basis. If the group is reasonably certain to exercise a purchase option, the right-of-use asset is depreciated over the underlying asset’s useful life.

(iv) Extension and termination options

Extension and termination options are included in a number of property and equipment leases across the group. These are used to maximize operational flexibility in terms of managing the assets used in the group’s operations. The majority of extension and termination options held are exercisable only by the group and not by the respective lessor.

F-100

Vinci Partners Investimentos Ltda.

Notes to the consolidated financial statements

All amounts in thousands of reais

11 Accounts payable

	12/31/2019		12/31/2018		01/01/2018
Dividends payable (i)		34,410		965		965
Rent payable – prior month expense		1,260		1,064		1,050
Funds quotas acquisition (ii)		1,835		1,654		1,493
Other payables		197		531		195
	37,702		4,214		3,703
Current		37,669		2,527		2,178
Non-current		33		1,687		1,525

(i) On April 30, 2019 the partners approved a distribution of dividends in the amount of R$ 67,400, based on the available retained earnings and results for the accumulated period as a base or balance until the available data. As of December 31, 2019, the amount of R$ 33,955 was paid, with the outstanding balance of R$ 33,445 remaining on December 31, 2019.

The entire amount recognised as dividends payable as of December 31, 2019, was settled in January 2020.

(ii) On December 29, 2016, Vinci acquired FIP and FII quotas with the commitment to pay the amount of R$ 2,038 in up to 4 years. This commitment is subjected to a discount rate of 10.8% per year and was settled in August 2020.

12 Labor and social security obligations

	2019		2018		01/01/2018
Profits sharing		28,563		15,767		15,242
Labor provisions		2,385		2,128		1,958
	30,948		17,895		17,200

The accrual for profits sharing payable at December 31, 2019 was entirely paid in January, 2020. Profit sharing is calculated based on the performance review of each employee plus the area performance, in accordance with an Entity policies.

F-101

Vinci Partners Investimentos Ltda.

Notes to the consolidated financial statements

All amounts in thousands of reais

13 Taxes and contributions payable

	2019		2018		01/01/2018
Income tax		8,926		4,514		3,411
Social contribution		3,385		1,618		1,165
Social Contribution on Revenues(COFINS)		2,292		856		688
Social Integration Program (PIS)		483		185		149
Service tax (ISS) on billing		1,078		351		195
Withholding Income Tax (IRRF) deducted from third parties		41		25		39
Others		92		35		77
	16,297		7,584		5,724

14 Equity

(a) Capital

The capital comprises 8,595,000 quotas (2018 – 8,820,000), with a par value of R$ 1.00 each (2018 - R$ 1.00 each). All issued quotas are paid up. The liability of the partners is personally limited to the value of their respective quotas, but all partners are jointly liable for the payment of capital.

In June 29 2018, the quotaholders unanimously approved a capital increase of R$ 270. Accordingly, capital was increased from R$ 8,550 to R$ 8,820 through the issue of 270,000 quotas at R$ 1.00 each. The capital increase includes conversion of R$ 158 of advance to capital increase, occurred in 2017, in capital, therefore, the cash portion in 2018 was R$ 112.

In May 31, 2019, the quotaholders unanimously approved a capital decrease of R$ 225. Accordingly, capital was decreased from R$ 8,820 to R$ 8,595 through the redeem of 225,000 quotas at R$ 1.00 each.

The Company’s quotaholders as at December 31, 2019 and 2018 are presented in the table below:

Quotaholder	01/01/2018 Quantity		Subscribed		Transferred		Cancelled		12/31/2018 Quantity
Gilberto Sayão da Silva		2,412,000.00		—		—		—		2,412,000.00
Alessandro Monteiro Morgado Horta		1,206,000.00		—		—		—		1,206,000.00
Paulo Fernando Carvalho de Oliveira		1,206,000.00		—		—		—		1,206,000.00
Salzburg Empreendimentos e Participações Ltda.		1,206,000.00		—		—		—		1,206,000.00
Others Quotaholders		2,520,000.00		270,000.00		—		—		2,790,000.00
Total		8,550,000.00		270,000.00		—		—		8,820,000.00

F-102

Vinci Partners Investimentos Ltda.

Notes to the consolidated financial statements

All amounts in thousands of reais

Quotaholder	12/31/2018 Quantity		Subscribed		Transferred			Cancelled			12/31/2019 Quantity
Gilberto Sayão da Silva		2,412,000.00		—		(2,412,000.00	)		—			—
Alessandro Monteiro Morgado Horta		1,206,000.00		—		(1,206,000.00	)		—			—
Paulo Fernando Carvalho de Oliveira		1,206,000.00		—		(1,206,000.00	)		—			—
Salzburg Empreendimentos e Participações Ltda.		1,206,000.00		—		—			—			1,206,000.00
Vinci Partners Participações Ltda.		—		—		4,194,000.00			—			4,194,000.00
Treasury Quotas		—		—		225,000.00			(225,000.00	)		—
Others Quotaholders		2,790,000.00		—		405,000.00			—			3,195,000.00
Total		8,820,000.00		—		—			(225,000.00	)		8,595,000.00

(b) Treasury quotas

Treasury quotas comprises the quotas acquired by the Entity. The acquisition of its own quotas and the disposal of those quotas are capital transactions with the quotaholders and do not affect the income statement. During 2019 the Entity acquired 225,000 quotas from one of its quotaholders at a price of R$ 1.00 per quota and subsequently cancelled these quotas.

(c) Retained earnings

Earning reserves comprises the net profit generated by the Entity which were not distributed to their quotaholders or approved to be distributed by the Entity Management.

(d) Other reserves

Comprises the exchange variation in investments made on investees which have a functional currency other than Brazilian Reais, the Company functional currency. This balance will be transferred into the income statements only when the investee Company is settled.

(e) Dividends

In accordance with the Company by-laws dividends are distributed based on the resolution of the partners. Therefore, dividends could be distributed on a non-proportional basis among quotaholders, which are comprised by the partners of Vinci. On annual basis the partners determine the dividends amount to be paid to each quotaholder.

In 2018 the Company declared R$ 45,759 as dividends which was fully paid. In 2019 the Company declared R$ 109,654 as dividends. During 2019 dividends were paid in the amount of R$ 76,226 (R$ 45,885 in 2018).

F-103

Vinci Partners Investimentos Ltda.

Notes to the consolidated financial statements

All amounts in thousands of reais

(f) Basic and diluted earnings per quota

a) Basic earning per quota	2019		2018
From continuing operations attributable to the ordinary equity holders of the Entity		17.42		6.52
Total basic earning per quota attributable to the ordinary equity holders of the Entity		17.42		6.52

b) Diluted earning per quota	2019		2018
From continuing operations attributable to the ordinary equity holders of the Entity		17.42		6.52
Total basic earning per quota attributable to the ordinary equity holders of the Entity		17.42		6.52

c) Reconciliations of earnings used in calculating earnings per quota

Basic earnings per quota:	2019		2018
Profit attributable to the ordinary equity holders of the Entity used in calculating basic earnings per quota:
From continuing operations		151,373		56,613
	151,373		56,613
Diluted earnings per quota:	2019		2018
Profit from continuing operations attributable to the ordinary equity holders of the Entity Used in calculating basic earnings per quota		151,373		56,613
Used in calculating diluted earnings per quota		151,373		56.613

d) Weighted average number of quotas used as the denominator

	Number 2019		Number 2018
Weighted average number of ordinary quotas used as the denominator in calculating basic earnings per quota:		8,688,082		8,686,849
Adjustments for calculation of diluted earnings per quota:		—		—
Weighted average number of ordinary quotas and potential ordinary quotas used as the denominator in calculating diluted earnings per quota		8,688,082		8,686,849

F-104

Vinci Partners Investimentos Ltda.

Notes to the consolidated financial statements

All amounts in thousands of reais

15 Revenue from services rendered

	2019			2018
Gross revenue from fund management		233,826			152,571
Gross revenue from realized performance fees		48,295			6,383
Gross revenue from unrealized performance fees		17,033			—
Gross revenue from advisory		11,939			21,383
Gross revenue from services rendered		311,093			180,337
In Brazil		215,941			122,935
Abroad		95,152			57,402
Taxes and contributions
COFINS		(6,494	)		(3,688	)
PIS		(1,407	)		(798	)
ISS		(6,475	)		(3,647	)
Net revenue from services rendered		296,717			172,204
Net revenue from fund management		223,808			146,551
Net revenue from realized performance fees		45,949			6,042
Net revenue from unrealized performance fees		16,071			—
Net revenue from advisory		10,889			19,611

F-105

Vinci Partners Investimentos Ltda.

Notes to the consolidated financial statements

All amounts in thousands of reais

16 General and administrative expenses

	2019			2018
Personnel		(33,748	)		(28,307	)
Profit sharing (a)		(28,788	)		(15,886	)
	(62,536)			(44,193)
Third party expense (b)		(19,497	)		(15,146	)
Right of use depreciation (c)		(10,521	)		(11,447	)
Depreciation and amortization (d)		(5,998	)		(6,074	)
Other operating expenses (e)		(5,021	)		(5,811	)
Travel and representations		(3,589	)		(2,434	)
Condominium expenses		(2,953	)		(2,639	)
Payroll taxes		(2,230	)		(2,094	)
Rental expense		(313	)		(160	)
Telephony services		(315	)		(508	)
Legal		(204	)		(125	)
Trade receivables allowance		(69	)		(52	)
Office consumables		(41	)		(72	)
		(113,287	)		(90,755	)

(a) Profit sharing

According to the profit-sharing program and based on Law 10,101 of December 19, 2000 and on objectives established at the beginning of each year, management approved the payment of profit sharing in the amount of R$ 28,788 (R$ 15,886 in 2018) for the year ended December 31, 2019.

(b) Third party expense

Third party expense is composed for accounting, advisory, information technology, and other contracted services.

(c) Right of use depreciation

See note 10 for more details.

(d) Depreciation and amortization

The amount is mainly comprised by property and equipment depreciation.

(e) Other operating expenses

The amount is mainly comprised by office expenses, including energy, cleaning, maintenance and conservation, among others several expenses.

F-106

Vinci Partners Investimentos Ltda.

Notes to the consolidated financial statements

All amounts in thousands of reais

17 Finance profit/(loss)

	2019			2018
Investment income (i)		20,244			7,464
Foreign currency variation income		56			169
Financial revenue on sublease agreements		800			1,025
Other finance income		61			65
Finance income		21,161			8,722
Financial expense on lease agreements		(11,980	)		(11,609	)
Bank fees		(86	)		(109	)
Investment losses (i)		—			(334	)
Fines on taxes		(3	)		(5	)
Financial expense on liabilities at amortized cost		(181	)		(162	)
Interest on taxes		(30	)		(28	)
Foreign currency variation expense		(196	)		(225	)
Finance costs		(12,476	)		(12,472	)
Finance profit/(loss), net		8,685			(3,749	)

(i) Segregated investment income result is demonstrated below:

	2019		2018
Mutual funds and fixed income investments		2,819		2,031
Private equity funds		16,803		5,378
Real Estate listed funds		99		36
Public equities funds		523		17
	20,244		7,464
Mutual Funds		—		(14	)
Private equity funds		—		(320	)
	20,244		7,130

F-107

Vinci Partners Investimentos Ltda.

Notes to the consolidated financial statements

All amounts in thousands of reais

18 Income tax and social contribution

The Entity is taxed based on the actual taxable profit regime, and its subsidiaries are taxed based on the deemed profit.

Although some subsidiaries have tax losses and negative basis resulting from previous years, deferred income tax and social contribution credits are not recognized since there is no expectation of future tax results for these companies. The tax credit arising from the tax loss and negative basis of companies under the taxable profit regime on December 31, 2019 is R$ 3,188 (2018—R$ 1,184).

No foreign subsidiaries presented net income for taxation of income and social contribution taxes in 2019 and 2018.

The income tax and social contribution charge on the results for the year can be summarized as follows:

	2019			2018
Current income tax		(23,738	)		(14,333	)
Current social contribution		(8,621	)		(5,227	)
	(32,359)			(19,560)
Deferred income tax		(3,033	)		(1,075	)
Deferred social contribution		(1,091	)		(387	)
	(4,124)			(1,462)

F-108

Vinci Partners Investimentos Ltda.

Notes to the consolidated financial statements

All amounts in thousands of reais

Deferred tax balances

	2019			2018			01/01/2018
Deferred tax assets
Tax losses		1,161			—			—
Leases		1,046			575			—
Total		2,207			575			—
Deferred tax liabilities
Financial revenue		(5,731	)		(1,866	)		(129	)
Estimated revenue		(1,885	)		—			—
Leases		(336	)		(301	)		—
Total Income Tax		(7,922	)		(2,167	)		(129	)
Estimated revenue		(961	)		—			—
Total (Taxes and contribution)		(961	)		—			—
Total Deferred Tax liabilities		(8,883	)		(2,167	)		(129	)

F-109

Vinci Partners Investimentos Ltda.

Notes to the consolidated financial statements

All amounts in thousands of reais

Movements	Tax losses		Leases		Total
Deferred tax assets
As at January 1, 2018		—		—		—
to profit and loss		—		575		575
As at December 31, 2018		—		575		575
to profit and loss		1,161		470		1,631
As at December 31, 2019		1,161		1,046		2,207

Movements	Financial Revenue			Estimated Revenue			Leases			Total
Deferred tax liabilities
As at January 1, 2018		(129	)		—			—			(129	)
to profit and loss		(1,737	)		—			(301	)		(2,038	)
As at December 31, 2018		(1,866	)		—			(301	)		(2,167	)
to profit and loss		(3,865	)		(2,816	)		(35	)		(6,716	)
As at December 31, 2019		(5,731	)		(2,816	)		(336	)		(8,883	)

F-110

Vinci Partners Investimentos Ltda.

Notes to the consolidated financial statements

All amounts in thousands of reais

(a) Tax effective rate

	2019			2018
Profit (loss) before income taxes		192,115			77,700
Combined statutory income taxes rate—%		34	%		34	%
Income tax benefit (expense) at statutory rates		(65,319	)		(26,418	)
Reconciliation adjustments:
Expesnes not detuctible		(323	)		—
Tax loss compensation		361			—
Tax loss accrual		1.161			(822	)
Effect of presumed profit of subsidiaries (i)		27,812			6,215
Other additions (exclusions), net		(175	)		3
Income taxes expenses		(36,483	)		(21,022	)
Current		(32,360	)		(21,402	)
Deferred		(4,123	)		380
Effective rate		19	%		27	%

(i) Brazilian tax law establishes that companies that generate gross revenues of up to R$ 78,000 in the prior fiscal year may calculate income taxes as a percentage of gross revenue, using the presumed profit income tax regime. The Entity’s subsidiaries adopted this tax regime and the effect of the presumed profit of subsidiaries represents the difference between the taxation based on this method and the amount that would be due based on the statutory rate applied to the taxable profit of the subsidiaries.

19 Related parties

(a) Key management remuneration

The total remuneration (salaries and benefits) of key management personnel, is solely represented by the Executive Committee, amounted to R$ 3,638 (2018—R$ 3,210) for the year ended December 31, 2019.

(b) Receivables from related parties

The Entity receivables from related parties as of December 31, 2019 and 2018, as shown in the table below:

	2019		2018
Salzburg Empreendimentos E Participações Ltda.		60		12
Vinci Projetos de Infraestrutura XIV S.A.		153		80
Vinci Infra Investimentos V2I S.A.		29		7
Amalfi Empreendimentos e Participações S.A.		—		163
Maranello Empreend. e Participações S.A.		1		—
Cagliari Participações S.A.		4		45
Grassano Participações SA		23		—
Accadia Participações SA		22		—
Treviso Empreend e Participações Ltda.		—		28
Vinci Partners Participações Ltda		7		—
Norcia Participações SA		2		—
	301		336

F-111

Vinci Partners Investimentos Ltda.

Notes to the consolidated financial statements

All amounts in thousands of reais

(c) Quotaholders loans

In December 31 2018, Vinci had loan expenses payable to its quotaholders in the total amount of R$ 8,500, which were fully paid during 2019. No quotaholders loans had been settled by Vinci partners and its controlled companies in 2019.

(d) Prepayments to employees

As presented in note 6(i), Vinci may advance payments to its employees, in which the amount is rated at the interest rate of the Interbank Deposit Certificate (CDI).

F-112

Vinci Partners Investimentos Ltda.

Notes to the consolidated financial statements

All amounts in thousands of reais

20 Segment reporting

The Entity’s reportable segments are those business units which provide different services and are separately managed since each business demands different market strategies.

The main information used by management for assessment of the performance of each segment is the profit by segment for the analysis of the return of these investments.

The information on assets and liabilities by segment is not disclosed in these financial statements because it is not used by management when managing segments. Management does not make an analysis by geographical areas for the management of the Entity’s business.

Segments are independently managed, with professionals specifically skilled allocated in each segment.

The Entity’s operations are segmented according to the organization and management model approved by management, and they are divided as follows:

Hedge Funds

The hedge fund segment manages funds though Brazilian and international financial instruments such as stock, credit, interest, foreign exchange and commodities. Monitoring and risk control are based on different techniques such as: use of options for high conviction trades, monitoring liquidity conditions for each position, VaR monitoring, scenarios simulations (including stress test), stop loss rules on individual positions and on the portfolio level.

Public equities

The public equities segment manages long-term positions based on fundamental analysis of Brazilian publicly-traded companies. The mains strategy is through absolute return, dividends, and small caps.

Private Equity

The private equity segment has a generalist and control-oriented approach, focusing on growth and turnaround. The primary strategy is value creation pursuing transformation of invested companies, with changes in the growth and management profile, using a proprietary methodology (“Value from the Core”).

Another strategy of the segment is focused on sectors resilient to different investment cycles and minority holdings in small and medium enterprises with business models that exhibit high growth potential and clear, mensurable ESG (Environmental, Social and Governance) goals.

Financial advisory services

The financial advisory services objective is including high value-added to financial and strategic advisory services to entrepreneurs, corporate senior management teams and boards of directors, focusing primarily on IPO advisory and M&A transactions.

Investment products and solutions

Investment products and solutions segments offer financial products on an open platform basis providing portfolio and management services considering medium/long term risk allocation.

F-113

Vinci Partners Investimentos Ltda.

Notes to the consolidated financial statements

All amounts in thousands of reais

Real Estate

The Real Estate Investment Funds (FIIs) segment focused on mature assets and co-investment alongside a large global pension fund seeking returns from investments in various segments, such as malls and logistics.

Infrastructure

The infrastructure segment has exposure to real assets through equity and debt instruments, with active in the following sub-segments: power, oil & gas, transportation & logistic and water & sewage.

Credit

This credit segment is focused on fundamental credit analysis, consistency, and long-term value creation to investors. The area dynamic approach is to tactically allocate capital between assets classes and adapt to different cycles. It is also sourcing of credit instruments with resilient structures and sound collateral packages.

F-114

Vinci Partners Investimentos Ltda.

Notes to the consolidated financial statements

All amounts in thousands of reais

																													2019
	Private Equity			Public Equities			Investment Products and solutions			Infrastructure			Real Estate			Credit			Hedge Funds			Financial Advisory Services			Corporate Center			Total
In Brazil		48,220			54,875			35,339			25,645			20,553			13,780			9,639			7,890			—			215,941
Abroad		71,395			14,577			7,977			—			1,203			—			—			—			—			95,152
Gross revenue from services rendered		119,615			69,452			43,315			25,645			21,757			13,780			9,639			7,890			—			311,093
Fund Advisory fee		—			—			1,736			—			2,313			—			—			7,890			—			11,939
Fund Management fee		119,271			37,736			26,687			11,025			19,297			12,962			6,847			—			—			233,826
Fund Performance fee		344			31,716			14,892			14,620			146			818			2,791			—			—			65,328
Taxes and contributions		(3,590	)		(3,452	)		(2,660	)		(1,447	)		(1,225	)		(776	)		(542	)		(682	)		—			(14,376	)
Net revenue from services rendered		116,025			66,000			40,655			24,198			20,531			13,004			9,097			7,207			—			296,717
(-) General and administrative expenses		(9,416	)		(7,163	)		(8,467	)		(6,041	)		(4,088	)		(1,939	)		(2,970	)		(2,727	)		(70,478	)		(113,287	)
Operating profit		106,609			58,838			32,188			18,156			16,443			11,065			6,127			4,481			(70,478	)		183,430
Finance income																													21,161
Finance cost																													(12,476	)
Finance result, net																													8,685
Profit before income taxes																													192,115
Income taxes																													(36,483	)
Profit for the year																													155,632

F-115

Vinci Partners Investimentos Ltda.

Notes to the consolidated financial statements

All amounts in thousands of reais

																												2018
	Private Equity			Public Equities			Investment Products and solutions			Infrastructure			Real Estate			Credit			Hedge Funds			Financial Advisory Services			Corporate Center			Total
In Brazil		26,394			21,138			16,413			12,991			12,159			9,119			6,681			18,039			—			122,935
Abroad		43,081			7,488			5,935			—			898			—			—			—			—			57,402
Gross revenue from services rendered		69,475			28,626			22,348			12,991			13,057			9,119			6,681			18,039			—			180,337
Fund Advisory fee		—			—			2,970			—			374			—			—			18,039			—			21,383
Fund Management fee		69,475			26,252			16,974			12,991			12,684			8,511			5,685			—			—			152,571
Fund Performance fee		—			2,375			2,404			—			—			608			996			—			—			6,383
Taxes and contributions		(1,908	)		(1,319	)		(1,094	)		(703	)		(687	)		(493	)		(367	)		(1,560	)		—			(8,133	)
Net revenue from services rendered		67,567			27,307			21,254			12,288			12,370			8,626			6,314			16,479			—			172,204
(-) General and administrative expenses		(2,314	)		(5,238	)		(7,943	)		(5,286	)		(3,279	)		(1,795	)		(3,316	)		(1,967	)		(59,617	)		(90,755	)
Operating profit		65,253			22,069			13,311			7,001			9,091			6,831			2,998			14,512			(59,617	)		81,449
Finance income																													8,723
Finance cost																													(12,472	)
Finance result, net																													(3,749	)
Profit before income taxes																													77,700
Income taxes																													(21,022	)
Profit for the year																													56,678

F-116

Vinci Partners Investimentos Ltda.

Notes to the consolidated financial statements

All amounts in thousands of reais

21 Legal Claim

As at December 31, 2019 the Entity is not aware of disputes classified as probable chance of loss.

Find below the disputes classified as possible chance of loss segregated into labor, tax and civil.

	2019		2018		01/01/2018
Tax		21,824		20,488		5,977
Civil		—		66		566
Labor		1,743		376		376
Total		23,567		20,930		6,919

Tax Claims

Vinci Gestora is a party to two tax administrative proceedings in course arising from the payment of social security contributions (employer’s portion and Work Accident Insurance (SAT) and contributions to third parties in 2011 and 2012, charged on amounts paid by virtue of quota of profits and results, totaling R$ 3,284 and R$ 2,932, respectively.

Vinci Equities has one proceeding related to the requirement of ISS under rendered services to investment funds located abroad in the amount of R$ 984. Supported by the opinion of its legal advisors, management classified these proceedings as having a possible risk of loss and did not record a provision for contingencies related to these proceedings.

On March 21, 2018, the Brazilian federal revenue opened an act of infraction against Vinci Equities for the collection of open debts of IRPJ, CSLL, PIS and COFINS in the amount of R$ 14,624 for the calendar year of 2013.

22 Commitment

The Group has capital commitment that expect to incur in cash disbursements. Unfunded commitments not recognized as liabilities in private equity investment funds at December 31, 2019 and 2018 are as follow:

	2019		2018
Vinci Capital Partners III Feeder FIP Multiestratégia		2,510		—
Vinci Infra Coinvestimento I FIP Infraestrutura		—		24,332
Vinci Infra Transmissão FIP Infraestrutura		—		8,561
Nordeste III FIP Multiestratégia		2,798		3,173
		5,308		36,066

F-117

Vinci Partners Investimentos Ltda.

Notes to the consolidated financial statements

All amounts in thousands of reais

23 Subsequent Events

In January, 2020 the Entity paid dividends to the quotaholders in the amount of R$ 71,648, arising from the profit for the year ended in December, 2019.

In August 31, 2020, Vinci acquired the remaining interest of its investee Vinci Real Estate Investimentos Ltda from the minority quotaholder, by the price of R$ 1.00 per quota. The transaction was settled by the nominal value of the quota, being paid R$ 657 for the acquisition of 657.200 quotas.

On September 21, 2020, Vinci’s controlling quotaholders incorporated Vinci Partners Investments Ltd., a Cayman Islands exempted company, for the purposes of effectuating initial public offering (“IPO”) of Vinci Partners Investment Ltd. Prior to the consummation of the IPO, that entity would own, directly or indirectly, all quotas of Vinci.

Covid-19

On March 11, 2020, the World Health Organization (WHO) declared COVID-19 a global pandemic. As of June 30, 2020, more than 10.0 million people had been infected with the virus and more than 500,000 people died globally. The measures adopted to respond to the pandemic, including social distancing, adversely impacted economies globally, including Brazil, which were hampered by several factors such as the cessation of economic activities, the losing of trade and services, the restrictions on movement and the resulting reduction of consumption and industrial production, as well as other supervening macroeconomic issues, such as rising unemployment, falling stock markets and the prospect of a global economic recession.

The COVID-19 pandemic and government measures taken in response thereto has caused disruptions in our funds’ portfolio companies’ businesses and could lead to long-term disruptions or closures. For instance, the COVID-19 pandemic has caused work stoppages and increased unemployment, including because of illness or travel or government restrictions in connection with the pandemic. Additionally, the COVID-19 pandemic has resulted in the temporary or permanent closure of many businesses and has required adjustments in how many businesses operate. For example, certain funds in our real estate segment were adversely impacted as a result of shopping mall closures in Brazil lasting over three months. In addition, there is uncertainty surrounding real estate funds with concentrated investments in office space as the real estate market adjusts to shifts in office space demand in response to changes in economic activity and remote working arrangements. These factors have adversely impacted certain of the companies in our investment portfolio and severely disrupted operations and economic conditions generally. Finally, significant market fluctuations driven by the COVID-19 pandemic have resulted in fluctuations in the fair value component of our Assets Under Management and could result in additional fluctuations in our Assets Under Management depending on the severity and extent of the ongoing crisis. However, considering all the impacts the Company did not record any impairment in 2020 as result of COVID-19 and no significant adverse impacts is expected, therefore our results were not significantly affected by the COVID-19.

Alongside the precautionary actions that are being taken, the company has robust systems, processes, controls and teams to ensure that none of its activities are affected by the recent events. Actions such as sending all employees to work from home, informing employees on precautious actions and performing assessment of third-party service suppliers are being undertaken to mitigate any risk of COVID-19 affecting Vinci’s activities.

F-118

Class A common shares

Vinci Partners Investments Ltd.

PROSPECTUS

Global Coordinators

J.P. Morgan Goldman Sachs & Co. LLC BTG Pactual

Joint Bookrunners

Itaú BBA     BofA Securities Credit Suisse   UBS Investment Bank

                , 2021

Through and including                 , 2021 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 6. Indemnification of Directors and Officers

Cayman Islands law does not limit the extent to which a company’s articles of association may provide indemnification of officers and directors, except to the extent that it may be held by the Cayman Islands courts to be contrary to public policy, such as providing indemnification against civil fraud or the consequences of committing a crime.

The registrant’s Articles of Association provide that each director or officer of the registrant shall be indemnified out of the assets of the registrant against all actions, proceedings, costs, charges, expenses, losses, damages, or liabilities, judgments, fines, settlements and other amounts (including reasonable attorneys’ fees and expenses and amounts paid in settlement and costs of investigation (collectively “Losses”)) incurred or sustained by such directors or officers, other than by reason of such person’s dishonesty, willful default or fraud, in or about the conduct of our Company’s business or affairs (including as a result of any mistake of judgment) or in the execution or discharge of such person’s duties, powers, authorities or discretions, including without prejudice to the generality of the foregoing, any Losses incurred by such director or officer in defending or investigating (whether successfully or otherwise) any civil, criminal, investigative and administrative proceedings concerning or in any way related to our Company or its affairs in any court whether in the Cayman Islands or elsewhere.

Also, the registrant expects to maintain directors’ and officers’ liability insurance covering its directors and officers with respect to general civil liability, including liabilities under the Securities Act, which he or she may incur in his or her capacity as such.

The form of underwriting agreement to be filed as Exhibit 1.1 to this registration statement will also provide for indemnification by the underwriters of the registrant and its directors and officers for certain liabilities, including liabilities arising under the Securities Act, but only to the extent that these liabilities are caused by information relating to the underwriters that was furnished to us by the underwriters in writing expressly for use in this registration statement and certain other disclosure documents.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us under the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Item 7. Recent Sales of Unregistered Securities

During the past three years, we have not issued any securities exempt from registration under the Securities Act.

II-1

Item 8. Exhibits

(a) The following documents are filed as part of this registration statement:

Exhibit No.		Exhibit
	1.1	Form of Underwriting Agreement.
	3.1	Amended and Restated Memorandum and Articles of Association of Vinci Partners Investments Ltd.
	5.1	Opinion of Harney Westwood & Riegels, Cayman Islands counsel of Vinci Partners Investments Ltd., as to the validity of the Class A common shares.
	10.1	Form of indemnification agreement
	14.1	English translation of the Code of Ethics of Vinci Partners Investments Ltd.
	21.1	List of subsidiaries.
	23.1	Consent of PricewaterhouseCoopers Auditores Independentes.
	23.2	Consent of Harney Westwood & Riegels, Cayman Islands counsel of Vinci Partners Investments Ltd. (included in Exhibit 5.1).
	24.1	Powers of attorney (included on signature page to the registration statement).*
	99.1	Representations required by Instruction 2 to Item 8.A.4 of Form 20-F.*

* Previously filed.

(b) Financial Statement Schedules

No financial statement schedules are provided because the information called for is not applicable or is shown in the financial statements or notes thereto.

Item 9. Undertakings

The undersigned hereby undertakes:

(a) The undersigned registrant hereby undertakes to provide to the underwriter, at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

(b) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the U.S. Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(c) The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-2

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of São Paulo, Brazil, on this 19th day of January, 2021.

Vinci Partners Investments Ltd.
By:	/s/ Alessandro Monteiro Morgado Horta
	Name:	Alessandro Monteiro Morgado Horta
	Title:	Chief Executive Officer
By:	/s/ Sergio Passos Ribeiro
	Name:	Sergio Passos Ribeiro
	Title:	Chief Operating Officer and Chief Financial Officer

II-3

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated:

Name	Title	Date
/s/ Alessandro Monteiro Morgado Horta Alessandro Monteiro Morgado Horta	Chief Executive Officer and Director (principal executive officer)	January 19, 2021
/s/ Sergio Passos Ribeiro Sergio Passos Ribeiro	Chief Operating Officer and Chief Financial Officer (principal financial officer and principal accounting officer)	January 19, 2021
* Gilberto Sayão da Silva	Chairman	January 19, 2021
* Paulo Fernando Carvalho de Oliveira	Director	January 19, 2021
* Lywal Salles Filho	Director	January 19, 2021
* Rogério Ladeira Furquim Werneck	Director	January 19, 2021
* Ana Marta Horta Veloso	Director	January 19, 2021
Guilherme Stocco Filho	Director
* Julya Wellisch Attorney-in-fact	Vinci Partners USA, LLC Authorized representative in the United States	January 19, 2021

* By:	/s/ Alessandro Monteiro Morgado Horta
	Name: Alessandro Monteiro Morgado Horta                Attorney-in-fact

* By:	/s/ Sergio Passos Ribeiro
	Name: Sergio Passos Ribeiro                Attorney-in-fact

II-4

EX-1.1

Exhibit 1.1

Vinci Partners Investments Ltd.

Class A common shares, par value US$0.00005 per share

Underwriting Agreement

[●], 2021

J.P. Morgan Securities LLC

Goldman Sachs & Co. LLC

Banco BTG Pactual S.A. – Cayman Branch

As Representatives of the

            several Underwriters listed

            in Schedule 1 hereto

c/o J.P. Morgan Securities LLC

383 Madison Avenue

New York, New York 10179

Ladies and Gentlemen:

Vinci Partners Investments Ltd., an exempted company incorporated under the laws of the Cayman Islands with limited liability (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [●] Class A common shares, par value US$0.00005 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional [●] Class A common shares, par value US$0.00005 per share, of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Class A common shares, par value US$0.00005 per share, of the Company to be outstanding after giving effect to the sale of the Shares, and the Class B common shares, par value US$0.00005 per share, of the Company, are collectively referred to herein as the “Share Capital”.

The Company hereby confirms its agreement with the several Underwriters concerning the purchase and sale of the Shares, as follows:

1.    Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement (File No. 333-251871), including a prospectus, relating to the Shares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary

Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Shares. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus.

At or prior to the Applicable Time (as defined below), the Company had prepared the following information (collectively with the pricing information set forth in Part I of Annex A, the “Pricing Disclosure Package”): a Preliminary Prospectus dated [●], 2021 and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed in Part I of Annex A hereto.

“Applicable Time” means [●] P.M., New York City time, on [●], 2021.

2.    Purchase of the Shares.

(a) The Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per share of US$[●] (the “Purchase Price”) from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto.

In addition, the Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares.

If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in its sole discretion shall make.

2

The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

(b) The Company understands that the Underwriters intend to make a public offering of the Shares, and initially to offer the Shares on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Shares to or through any affiliate of an Underwriter.

(c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives, in the case of the Underwritten Shares, at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, One Manhattan West, New York, NY 10001, United States of America at 10:00 A.M. New York City time on [●], 2021, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing or, in the case of the Option Shares, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Shares. The time and date of such payment for the Underwritten Shares is referred to herein as the “Closing Date”, and the time and date for such payment for the Option Shares, if other than the Closing Date, is herein referred to as the “Additional Closing Date”.

Payment for the Shares to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representatives for the respective accounts of the several Underwriters of the Shares to be purchased on such date with any transfer taxes payable in connection with the sale of such Shares duly paid by the Company. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct.

(d) The Company acknowledges and agrees that the Representatives and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making

3

its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representatives nor the other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the Representatives and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

3.    Representations and Warranties of the Company. The Company represents and warrants to each Underwriter that:

(a) Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus, at the time of filing thereof, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof.

(b) Pricing Disclosure Package. The Pricing Disclosure Package as of the Applicable Time did not, and as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in such Pricing Disclosure Package, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof. No statement of material fact included in the Prospectus has been omitted from the Pricing Disclosure Package and no statement of material fact included in the Pricing Disclosure Package that is required to be included in the Prospectus has been omitted therefrom.

(c) Issuer Free Writing Prospectus. Other than the Registration Statement, the Preliminary Prospectus and the Prospectus, the Company (including its agents and representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined

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in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Shares (each such communication by the Company or its agents and representatives (other than a communication referred to in clause (i) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or (ii) the documents listed in Part I of Annex A hereto, each electronic roadshow (including those listed in Part II of Annex A hereto) and any other written communications approved in writing in advance by the Representatives. Each such Issuer Free Writing Prospectus complies in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby) and does not conflict with the information contained in the Registration Statement or the Pricing Disclosure Package, and, when taken together with the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not, and as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation or warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof.

(d) Emerging Growth Company. From the time of initial confidential submission of the Registration Statement to the Commission (or, if earlier, the first date on which the Company engaged directly or through any person authorized to act on its behalf in any Testing-the-Waters Communication undertaken in reliance on Section 5(d) of the Securities Act) through the date hereof, the Company has been and is an “emerging growth company,” as defined in Section 2(a) of the Securities Act (an “Emerging Growth Company”). “Testing-the-Waters Communication” means any oral or written communication with potential investors undertaken in reliance on either Section 5(d) of, or Rule 163B under, the Securities Act.

(e) Testing-the-Waters Materials. The Company (i) has not alone engaged in any Testing-the-Waters Communications other than Testing-the-Waters Communications with the consent of the Representatives (x) with entities that are qualified institutional buyers (“QIBs”) within the meaning of Rule 144A under the Securities Act or institutions that are accredited investors within the meaning of Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act (“IAIs”) and otherwise in compliance with the requirements of Section 5(d) of the Securities Act or (y) with entities that the Company reasonably believed to be QIBs or IAIs and otherwise in compliance with the requirements of Rule 163B

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under the Securities Act and (ii) has not authorized anyone other than the Representatives to engage in Testing-the-Waters Communications. The Company reconfirms that the Representatives have been authorized to act on its behalf in undertaking Testing-the-Waters Communications. The Company has not distributed or approved for distribution any Written Testing-the-Waters Communications other than those listed on Annex B hereto. “Written Testing-the-Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Securities Act. Any individual Written Testing-the-Waters Communication does not conflict with the information contained in the Registration Statement or the Pricing Disclosure Package, complied in all material respects with the Securities Act, and when taken together with the Pricing Disclosure Package as of the Applicable Time, did not, and as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(f) Registration Statement and Prospectus. The Registration Statement has been declared effective by the Commission. No order suspending the effectiveness of the Registration Statement has been issued by the Commission; as of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and will comply in all material respects with the Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus will comply in all material respects with the Securities Act and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof.

(g) Financial Statements. The financial statements (including the related notes thereto) of the Company and its consolidated subsidiaries included in the Registration Statement, the Pricing Disclosure Package and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and present fairly the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and the

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changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”), applied on a consistent basis throughout the periods covered thereby, and any supporting schedules included in the Registration Statement present fairly the information required to be stated therein; all disclosures included in the Registration Statement, the Pricing Disclosure Package and the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of Commission) comply with Regulation G of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) and Item 10 of Regulation S-K of the Securities Act, to the extent applicable; except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included in the Registration Statement, the Pricing Disclosure Package or the Prospectus under the Securities Act or the rules and regulations promulgated thereunder.

(h) No Material Adverse Change. Since the date of the most recent financial statements of the Company included in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (i) there has not been any change in the share capital (other than the issuance of share capital upon exercise of stock options and warrants described as outstanding in, and the grant of options and awards under existing equity incentive plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus), short-term debt or long-term debt of the Company or any of its subsidiaries (as defined below), or any dividend or distribution of any kind declared, set aside for payment, paid or made by the Company on any share capital, or any material adverse change, or any development involving a prospective material adverse change, in or affecting the business, properties, management, financial position, shareholders’ equity, results of operations or prospects of the Company and its subsidiaries taken as a whole; (ii) neither the Company nor any of its subsidiaries has entered into any transaction or agreement (whether or not in the ordinary course of business) that is material to the Company and its subsidiaries taken as a whole or incurred any liability or obligation, direct or contingent, that is material to the Company and its subsidiaries taken as a whole; and (iii) neither the Company nor any of its subsidiaries has sustained any loss or interference with its business that is material to the Company and its subsidiaries taken as a whole and that is either from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority, except in each case as otherwise disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus. As used in this Agreement, “subsidiary” shall mean each of the Company’s direct or indirect subsidiaries, as listed in Schedule 2 hereto. For the avoidance of doubt, the term “subsidiary” does not include any of the Company’s Funds or their investments or portfolio companies or special purpose entities formed to make any such investments or acquire any such portfolio companies, and, as used in this Agreement, “Fund” shall mean any collective

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investment vehicle (whether open-ended or closed-ended) including, without limitation, a fund (mutual or otherwise), an exchange traded fund, an investment fund, a real estate fund, an investment company, an investment vehicle, a general and limited partnership, a trust, a company and a business entity incorporated or organized in any jurisdiction.

(i) Organization and Good Standing. The Company and each of its subsidiaries have been duly organized and are validly existing and in good standing under the laws of their respective jurisdictions of organization, are duly qualified to do business and are in good standing in each jurisdiction in which their respective ownership or lease of property or the conduct of their respective businesses requires such qualification, and have all power and authority necessary to own or hold their respective properties and to conduct the businesses in which they are engaged, except where the failure to be so qualified or in good standing or have such power or authority would not, individually or in the aggregate, have a material adverse effect on the business, properties, management, financial position, shareholders’ equity, results of operations or prospects of the Company and its subsidiaries taken as a whole or on the performance by the Company of its obligations under this Agreement (a “Material Adverse Effect”). The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21.1 to the Registration Statement.

(j) Capitalization. The Company has the authorized share capital as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus under the heading “Capitalization”; all the issued shares of the Company have been duly and validly authorized and issued and are fully paid and non-assessable and are not subject to any pre-emptive or similar rights; except as described in or expressly contemplated by the Registration Statement, the Pricing Disclosure Package and the Prospectus, there are no outstanding rights (including, without limitation, pre-emptive rights), warrants or options to acquire, or instruments convertible into or exchangeable for, shares or other equity interest in the Company or any of its subsidiaries, or any contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance of any shares of the Company or any such subsidiary, any such convertible or exchangeable securities or any such rights, warrants or options; the authorized share capital of the Company conforms in all material respects to the description thereof contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus; and all the issued share capital or other equity interests of each subsidiary owned, directly or indirectly, by the Company have been duly and validly authorized and issued, are fully paid and non-assessable and are owned directly or indirectly by the Company (except, in the case of any foreign subsidiary, for directors’ qualifying shares), free and clear of any lien, charge, encumbrance, security interest, restriction on voting or transfer or any other claim of any third party. For purposes of this Agreement, “issued” (and like formulations) with respect to any Shares, means that the same are recorded as having been issued in the register of members of the Company at the applicable time.

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(k) No Recent Sales of Share Capital. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company has not sold, issued or distributed any Shares during the six-month period preceding the date hereof, including any sales pursuant to Rule 144A under, or Regulation D or S of, the Securities Act.

(l) Due Authorization. The Company has full right, power and authority to execute and deliver this Agreement and to perform its obligations hereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of this Agreement and the consummation by it of the transactions contemplated hereby has been duly and validly taken.

(m) Underwriting Agreement. This Agreement has been duly authorized, executed and delivered by the Company.

(n) The Shares. The Shares to be issued and sold by the Company hereunder have been duly authorized for issuance by the Company and, when issued and delivered and paid for as provided herein, will be duly and validly issued, will be fully paid and nonassessable and will conform to the descriptions thereof in the Registration Statement, the Pricing Disclosure Package and the Prospectus; and the issuance of the Shares is not subject to any preemptive or similar rights; the Shares will be freely transferable by the Company to or for the account of the several Underwriters and to the initial purchasers thereof, in each case free and clear of all liens, encumbrances, equities or claims and, except as disclosed in the Pricing Prospectus and the Prospectus, there are no restrictions on subsequent transfers of the Shares under the laws of the Cayman Islands or the United States; upon payment of the purchase price for the Shares to be issued and sold by the Company pursuant to this Agreement and delivery of such Shares pursuant to this Agreement, the Underwriters will acquire a valid security entitlement in respect of such Shares and no action based on any adverse claim to such Shares may be asserted against the Underwriters with respect to such security entitlement.

(o) No Violation or Default. None of the Company nor any of its subsidiaries is (i) in violation of its charter, certificate of incorporation, memorandum and articles of association or by-laws or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any property or asset of the Company or any of its subsidiaries is subject; or (iii) in violation of any Cayman Islands, Brazilian, U.S. or other law or any statute or any judgment, order, rule or regulation of any court, governmental, regulatory or arbitral agency, authority or body having jurisdiction over the Company or any of its subsidiaries or any of their properties, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, have a Material Adverse Effect.

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(p) No Conflicts. The execution, delivery and performance by the Company of this Agreement, the issuance and sale of the Shares and the consummation of the transactions contemplated by this Agreement or the Pricing Disclosure Package and the Prospectus will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, result in the termination, modification or acceleration of, or result in the creation or imposition of any lien, charge or encumbrance upon any property, right or asset of the Company or any of its subsidiaries pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any property, right or asset of the Company or any of its subsidiaries is subject, (ii) result in any violation of the provisions of the charter, certificate of incorporation, memorandum and articles of association or by-laws (or other applicable organizational document) of the Company or any of its subsidiaries, (iii) result in the violation of any Cayman Islands, Brazilian, U.S. or other law or any statute or rule or regulation of any governmental or regulatory agency, authority or body having jurisdiction over the Company or any of its subsidiaries or any of their respective properties, or (iv) result in the violation of any statute or any judgment, order, rule or regulation of any court, governmental, regulatory or arbitral agency, authority or body having jurisdiction over the Company or any of its subsidiaries or any of their respective properties, except, in the case of clauses (i), (iii) and (iv) above, for any such conflict, breach, violation, default, lien, charge or encumbrance that would not, individually or in the aggregate, have a Material Adverse Effect.

(q) No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of this Agreement, the issuance and sale of the Shares and the consummation of the transactions contemplated by this Agreement, except for the registration of the Shares under the Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and under applicable state securities laws in connection with the purchase and distribution of the Shares by the Underwriters.

(r) Legal Proceedings. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, there are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries or proceedings (“Actions”) pending to which the Company or any of its subsidiaries or, to the Company’s knowledge, any officer or director of the Company, is or may be a party or to which any property of the Company or any of its subsidiaries is or may be the subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries, could reasonably be expected to have a Material Adverse Effect; no such Actions are threatened or, to the knowledge of the Company, contemplated by any governmental or regulatory authority or threatened by others; and (i) there are no current or pending Actions

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that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package or the Prospectus that are not so described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package or the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

(s) Independent Accountants. PricewaterhouseCoopers Auditores Independentes, who have certified certain financial statements of the Company and its subsidiaries, is an independent registered public accounting firm with respect to the Company and its subsidiaries within the applicable rules and regulations adopted by the Commission and the Public Company Accounting Oversight Board (United States) and as required by the Securities Act.

(t) Lease of Property. Any real property and buildings held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not materially interfere with the use made and proposed to be made of such property and buildings by the Company and its subsidiaries.

(u) Intellectual Property. (i) The Company’s subsidiaries own or have the right to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) used in the conduct of their respective businesses, except where the failure to own or possess any of the foregoing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (ii) to the knowledge of the Company, the Company’s subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of any person; (iii) the Company and its subsidiaries have not received any written notice of any claim relating to Intellectual Property owned by its subsidiaries which, in the event of an unfavorable decision, ruling or finding related to such claim, would individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (iv) to the knowledge of the Company, the Intellectual Property of the Company and its subsidiaries is not being infringed, misappropriated or otherwise violated by any person. The Company itself does not hold any Intellectual Property.

(v) No Undisclosed Relationships. No material relationship, direct or indirect, exists between or among the Company or any of its subsidiaries, on the one hand, and the directors, officers, shareholders, customers, or suppliers of the Company or any of its subsidiaries, on the other, that is required by the Securities Act to be described in each of the Registration Statement and the Prospectus and that is not so described in such documents and in the Pricing Disclosure Package.

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(w) Investment Company Act. The Company is not and, after giving effect to the offering and sale of the Shares and the application of the proceeds thereof as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, will not be required to register as an “investment company” within the meaning of the Investment Company Act of 1940, as amended (and the rules and regulations thereunder).

(x) Taxes. The Company and its subsidiaries have paid all Cayman Islands, Brazilian and United States federal, state, local taxes and filed all tax returns required to be paid or filed through the date hereof, except where the failure to file would not, individually or in the aggregate, have a Material Adverse Effect; and except as otherwise disclosed in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus, there is no tax deficiency that has been, or could reasonably be expected to be, asserted against the Company or any of its subsidiaries or any of their respective properties or assets.

(y) Licenses and Permits. The Company and its subsidiaries possess all licenses, sub-licenses, certificates, permits and other authorizations issued by, and have made all declarations and filings with, the appropriate federal, state, local or foreign governmental or regulatory authorities that are necessary for the ownership or lease of their respective properties or the conduct of their respective businesses as described in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus, except where the failure to possess or make the same would not, individually or in the aggregate, have a Material Adverse Effect; and except as described in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus, none of the Company and its subsidiaries have received notice of any revocation or modification of any such license, sub-license, certificate, permit or authorization or has any reason to believe that any such license, sub-license, certificate, permit or authorization will not be renewed in the ordinary course, except where such failure to renew would not individually or in the aggregate result in a Material Adverse Effect.

(z) No Labor Disputes. No labor disturbance by or dispute with employees of the Company or any of its subsidiaries exists or, to the knowledge of the Company, is contemplated or threatened, and the Company is not aware of any existing or imminent labor disturbance by, or dispute with, the employees of any of its or its subsidiaries’ principal suppliers, contractors or customers, except as would not have a Material Adverse Effect. Neither the Company nor any of its subsidiaries has received any notice of cancellation or termination with respect to any collective bargaining agreement to which it is a party.

(aa) Certain Environmental Matters. (i) The Company and its subsidiaries (x) are in compliance with all, and have not violated any federal, state, local and foreign laws (including common law), rules, regulations, requirements, decisions,

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judgments, decrees, orders and other legally enforceable requirements relating to pollution or the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants applicable to the conduct of their business (collectively, “Environmental Laws”); (y) have received and are in compliance with all, and have not violated any, permits, licenses, certificates or other authorizations or approvals required of them under any Environmental Laws to conduct their respective businesses; and (z) have not received notice of any actual or potential liability or obligation under or relating to, or any actual or potential violation of, any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or its subsidiaries (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties), except in the case of each of (i) and (ii) above, for any such matter as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (iii) except as described in each of the Pricing Disclosure Package and the Prospectus, (x) there is no proceeding that is pending, or that is known to be contemplated, against the Company or any of its subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceeding regarding which it is reasonably believed no monetary sanctions of US$100,000 or more will be imposed, (y) the Company and its subsidiaries are not aware of any facts or issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a material effect on the capital expenditures, earnings or competitive position of the Company and its subsidiaries, and (z) none of the Company or its subsidiaries anticipates material capital expenditures relating to any Environmental Laws.

(bb) Compliance with ERISA. (A) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) each employee benefit plan (each, a “Plan”), within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), for which the Company would have any liability, has been maintained in compliance with its terms and the requirements of any applicable statutes, orders, rules and regulations, including but not limited to, ERISA and the Code; (ii) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan; (iii) the fair market value of the assets of each Plan subject to Title IV of ERISA exceeds (and has exceeded) the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan); (iv) no “reportable event” (within the meaning of Section 4043(c) of ERISA) has occurred or is reasonably expected to occur with respect to any Plan subject to Title IV of ERISA; (v) neither the

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Company nor any member of the Controlled Group (within the meaning of Section 4001(a)(14) of ERISA) has incurred, nor reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guaranty Corporation, in the ordinary course and without default) in respect of a Plan (including a “multiemployer plan”, within the meaning of Section 4001(a)(3) of ERISA); and (B) (i) for each Plan that is subject to the funding rules of Section 412 of the Code or Section 302 of ERISA, the minimum funding standard of Section 412 of the Code or Section 302 of ERISA, as applicable, has been satisfied (without taking into account any waiver thereof or extension of any amortization period) and reasonably expected to be satisfied in the future (without taking into account any waiver thereof or extension of any amortization period) and (ii) there is no pending audit, or to the knowledge of the Company investigation, by the Internal Revenue Service, the U.S. Department of Labor, the Pension Benefit Guaranty Corporation or any other governmental agency or any foreign regulatory agency with respect to any Plan that could reasonably be expected to result in material liability to the Company or its subsidiaries.

(cc) Disclosure Controls. The Company and its subsidiaries maintain a system of “disclosure controls and procedures” (as defined in Rule 13a-15(e) of the Exchange Act) that complies with the requirements of the Exchange Act and that has been designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms, including controls and procedures designed to ensure that such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure.

(dd) Accounting Controls. The Company and its subsidiaries maintain systems of internal control over financial reporting that have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The Company and its subsidiaries maintain internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus under “Risk Factors—Certain Risks Relating to Our Business and Industry—We have identified material weaknesses in our internal control over financial reporting and, if we fail to remediate such deficiencies (and any other

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ones) and to maintain effective internal controls over financial reporting, we may be unable to accurately report our results of operations, meet our reporting obligations and/or prevent fraud”, there are no material weaknesses in the Company’s internal controls. Since the date of the latest audited consolidated financial statements included in the Pricing Disclosure Package, there has been no change in the Company’s internal control over financial reporting that has materially and adversely affected, or is reasonably likely to materially and adversely affect, the Company’s internal control over financial reporting.

(ee) Insurance. The Company and its subsidiaries have insurance against such losses and risks and in such amounts as are ordinary and customary in the businesses in which they are engaged; and neither the Company nor any of its subsidiaries has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage at reasonable cost from similar insurers as may be necessary to continue its business.

(ff) Cybersecurity; Data Protection. Except as would not otherwise result in a Material Adverse Effect, the Company and its subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its subsidiaries as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company and its subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businesses, and there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Company and its subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification, in each case, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(gg) No Unlawful Payments. None of the Company, any of its subsidiaries, nor any of their respective directors or officers, nor, to the knowledge of the Company, any Vinci Partners Fund (as defined below), any employee, agent, affiliate or other person associated with or acting on behalf of the Company, any of its subsidiaries or any Vinci Partners Fund has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political

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activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any applicable provision of the Foreign Corrupt Practices Act of 1977, as amended, any applicable provision of the Bribery Act 2010 of the United Kingdom, any provision of the Brazilian Anticorruption Law (Federal Laws No. 12,846/2013 and 8,429/1992) and Brazilian Decree 8,420/2015, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Bribery Act 2010 of the United Kingdom or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Company and its subsidiaries and, to the knowledge of the Company, the Vinci Partners Funds, have instituted, maintained and enforced, and will continue to maintain and enforce policies and procedures reasonably designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws. As used in this Agreement, a “Vinci Partners Fund” shall mean any Fund (as defined below) (excluding its portfolio companies) (i) sponsored or promoted by the Company or any of its subsidiaries, (ii) for which the Company or any of its subsidiaries acts as a general partner or managing member (or in a similar capacity), or (iii) for which the Company or any of its subsidiaries acts as an investment adviser or investment manager, and a “Fund” shall mean any collective investment vehicle (whether open-ended or closed-ended) including, without limitation, a fund (mutual or otherwise), an exchange traded fund, an investment fund, a real estate fund, an investment company, an investment vehicle, a general and limited partnership, a trust, a company and a business entity incorporated or organized in any jurisdiction.

(hh) Compliance with Anti-Money Laundering Laws. The operations of the Company and its subsidiaries and, to the knowledge of the Company, the Vinci Partners Funds, are and have been conducted in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the applicable money laundering statutes of all jurisdictions where the Company, any of its subsidiaries or any Vinci Partners Fund conducts business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines issued, administered or enforced by any governmental agency applicable to the Company, any of its subsidiaries or any Vinci Partners Fund (including, without limitation the Cayman AML Laws and Regulations (as defined below)) (collectively, the “Anti-Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator having jurisdiction over the Company or any of its subsidiaries with

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respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Company, threatened. For purposes of this Agreement, “Cayman AML Laws and Regulations” means the Proceeds of Crime Law (Revised), the Terrorism Law (Revised) and the Anti-Money Laundering Regulations (Revised) in each case of the Cayman Islands together with the Guidance Notes on the Prevention and Detection of Money Laundering and Terrorist Financing issued by the Cayman Islands Monetary Authority (as supplemented by statements of principle and notices issued by the Cayman Islands Monetary Authority).

(ii) No Conflicts with Sanctions Laws. None of the Company, any of its subsidiaries or any of their respective directors or officers, nor, to the knowledge of the Company, any Vinci Partners Fund, nor any of their respective employees, nor any agent, affiliate or other person associated with or acting on behalf of the Company, any of its subsidiaries or any Vinci Partners Fund is currently the subject or the target of any sanctions administered or enforced by the U.S. government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council (“UNSC”), the European Union, Her Majesty’s Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries or, to the knowledge of the Company, any Vinci Partners Fund, located, organized or resident in a country or territory that is the subject or target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the offering of the Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions or applicable export control laws and regulations administered by BIS, including the Export Administration Regulations (collectively, “Export Controls”). For the past five years, the Company and its subsidiaries and, to the knowledge of the Company, the Vinci Partners Funds, have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or Export Controls or with any Sanctioned Country.

(jj) Portfolio Assets. Each of the Company and its subsidiaries and, to the knowledge of the Company, the Vinci Partners Funds, owns, and has good and marketable title to, all of their respective investments in portfolio companies (the “Portfolio Assets”), free and clear of all liens, encumbrances, equities, claims and defects of any kind, except such as are described in the Pricing Prospectus and the Prospectus or such as do not materially affect the value of such Portfolio Assets,

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and (B) all of the applicable investment documents and agreements which constitute or relate to the Portfolio Assets (“Portfolio Company Agreements”) are in full force and effect, and the Company and its subsidiaries and, to the knowledge of the Company, the Vinci Partners Funds, have no notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company, any of its subsidiaries or any Vinci Partners Fund, as applicable, under any Portfolio Company Agreement, or affecting or questioning the rights of the Company, such subsidiary or such Vinci Partners Fund, as applicable, under any Portfolio Company Agreement. Except as disclosed in the Pricing Prospectus and the Prospectus, each portfolio company is current with all of its obligations under the applicable Portfolio Company Agreement and no event of default (or a default which with the giving of notice or the passage of time would become an event of default) has occurred or is continuing under any Portfolio Company Agreement, except to the extent that any such failure to be current in its obligations and any such default would not reasonably be expected to result in a Material Adverse Effect.

(kk) No Restrictions on Subsidiaries. No subsidiary of the Company is currently prohibited, directly or indirectly, under any agreement or other instrument to which it is a party or is subject, from paying any dividends to the Company, from making any other distribution on such subsidiary’s share capital or similar ownership interest, from repaying to the Company any loans or advances to such subsidiary from the Company or from transferring any of such subsidiary’s properties or assets to the Company or any other subsidiary of the Company.

(ll) No Broker’s Fees. Neither the Company nor any of its subsidiaries is a party to any contract, agreement or understanding with any person (other than this Agreement) that would give rise to a valid claim against any of them or any Underwriter for a brokerage commission, finder’s fee or like payment in connection with the offering and sale of the Shares.

(mm) No Registration Rights. No person has the right to require the Company or any of its subsidiaries to register any securities for sale under the Securities Act by reason of the filing of the Registration Statement with the Commission or the issuance and sale of the Shares.

(nn) No Stabilization. Neither the Company nor any of its subsidiaries or affiliates has taken, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Shares.

(oo) Forward-Looking Statements. No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act) included in any of the Registration Statement, the Pricing Disclosure Package or the Prospectus has been made or reaffirmed without a reasonable basis or has been disclosed other than in good faith.

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(pp) Statistical and Market Data. Nothing has come to the attention of the Company that has caused the Company to believe that the statistical and market-related data included in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus is not based on or derived from sources that are reliable and accurate in all material respects.

(qq) Sarbanes-Oxley Act. There is and has been no failure on the part of the Company or, to the knowledge of the Company, any of the Company’s directors or officers, in their capacities as such, to comply in all material respects with any applicable provision of the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations promulgated in connection therewith.

(rr) Status under the Securities Act. At the time of filing the Registration Statement and any post-effective amendment thereto, at the earliest time thereafter that the Company or any offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Securities Act) of the Shares and at the date hereof, the Company was not and is not an “ineligible issuer.”

(ss) No Ratings. There are (and prior to the Closing Date, will be) no debt securities, convertible securities or preferred stock issued or guaranteed by the Company or any of its subsidiaries that are rated by a “nationally recognized statistical rating organization”, as such term is defined in Section 3(a)(62) under the Exchange Act.

(tt) Stamp Taxes. Except for any net income, capital gains or franchise taxes imposed on the Underwriters by the United States or the Cayman Islands or any political subdivision or taxing authority thereof or therein as a result of any present or former connection (other than any connection resulting from the transactions contemplated by this Agreement) between the Underwriters and the jurisdiction imposing such tax, no stamp duties or other issuance or transfer taxes are payable by or on behalf of the Underwriters in the United States or the Cayman Islands or any political subdivision or taxing authority thereof solely in connection with (A) the execution, delivery and performance of this Agreement, (B) the issuance and delivery of the Shares in the manner contemplated by this Agreement and the Prospectus or (C) the sale and delivery by the Underwriters of the Shares as contemplated herein and in the Prospectus.

(uu) Accurate Disclosure. The statements set forth in the Pricing Disclosure Package and the Prospectus under the caption “Description of Share Capital”, insofar as they purport to constitute a summary of the terms of the Class A Common Shares, under the caption “Taxation”, and under the caption “Underwriting”, insofar as they purport to describe the provisions of the laws and documents referred to therein, are accurate, complete and fair in all material respects.

(vv) No Immunity. Neither the Company nor any of its subsidiaries or their properties or assets has immunity under Cayman Islands, Brazilian, U.S. federal or New York state law from any legal action, suit or proceeding, from the giving of any

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relief in any such legal action, suit or proceeding, from set-off or counterclaim, from the jurisdiction of any Cayman Islands, Brazilian, U.S. federal or New York state court, from service of process, attachment upon or prior to judgment, or attachment in aid of execution of judgment, or from execution of a judgment, or other legal process or proceeding for the giving of any relief or for the enforcement of a judgment, in any such court with respect to their respective obligations, liabilities or any other matter under or arising out of or in connection herewith; and, to the extent that the Company or any of its subsidiaries or any of its properties, assets or revenues may have or may hereafter become entitled to any such right of immunity in any such court in which proceedings arising out of, or relating to the transactions contemplated by this Agreement, may at any time be commenced, the Company has, pursuant to Section 16(e) of this Agreement, waived, and it will waive, or will cause its subsidiaries to waive, such right to the extent permitted by law.

(ww) Recognition and Enforcement of Judgments in the Cayman Islands. The courts of the Cayman Islands would recognize as a valid judgment, a final and conclusive judgment in personam obtained against the Company in the courts of the State of New York and would give a judgment based thereon provided that such judgment (i) is given by a foreign court of competent jurisdiction; (ii) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given; (iii) is final; (iv) is not in respect of taxes, a fine or a penalty; and (v) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or public policy.

(xx) Valid Choice of Law and Jurisdiction. The choice of laws of the State of New York as the governing law of this Agreement is a valid choice of law under the laws of the Cayman Islands and Brazil and will be honored by the courts of the Cayman Islands and Brazil, except for: (i) in the case of the Cayman Islands, those laws (A) which such court considers to be procedural in nature; (B) which are revenue or penal laws; or (C) the application of which would be inconsistent with public policy, as such term is interpreted under the laws of the Cayman Islands; and (ii), in the case of Brazil, the choice of law will only be honored provided that such choice does not violate Brazilian national sovereignty, public policy or good morals; and the choice of forum of U.S. federal and New York state courts is a valid choice of forum under the laws of Brazil and will be honored by the courts of Brazil provided that (A) the contractual language makes it clear that the New York courts have exclusive jurisdiction; (B) the contract is considered to be international by Brazilian courts; (C) the clause of submission to an exclusive jurisdiction is not considered abusive by Brazilian courts; and (D) Brazilian courts do not have exclusive jurisdiction over any dispute arising therefrom. For the purposes of (ii)(D) of this paragraph, choice of forum may be limited by laws which provide that Brazilian courts have exclusive jurisdiction over matters thereunder, including matters involving real estate located in Brazil, inventory and legal partition of assets located in Brazil, bankruptcy, insolvency, liquidation, reorganization, moratorium, recuperação judicial or recuperação extrajudicial. The Company has the power to submit, and pursuant to

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Section 16(c) of this Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York state and United States federal court sitting in the City of New York and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in such court.

(yy) Indemnification and Contribution. The Company has no reason to believe that the indemnification and contribution provisions set forth in Section 7 hereof contravene Cayman Islands or Brazilian law or public policy of such jurisdictions.

(zz) Passive Foreign Investment Company. The Company does not believe that it was a “passive foreign investment company” (“PFIC”) as defined in Section 1297 of the Code for its most recently completed taxable year and the Company does not expect to be a PFIC for the foreseeable future.

(aaa) Dividends. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, no approvals are currently required in the Cayman Islands in order for the Company to pay dividends or other distributions declared by the Company to the holders of Shares. Under current laws and regulations of the Cayman Islands and any political subdivision thereof, any amount payable with respect to the Shares upon liquidation of the Company or upon redemption thereof and dividends and other distributions declared and payable on the share capital of the Company may be paid by the Company in United States dollars and freely transferred out of the Cayman Islands, and no such payments made to the holders thereof or therein who are non-residents of the Cayman Islands will be subject to income, withholding or other taxes under laws and regulations of the Cayman Islands or any political subdivision or taxing authority thereof or therein and without the necessity of obtaining any governmental authorization in the Cayman Islands or any political subdivision or taxing authority thereof or therein.

(bbb) Legality. The legality, validity, enforceability or admissibility into evidence of any of the Registration Statement, the Pricing Disclosure Package, the Prospectus, this Agreement or the Shares in any jurisdiction in which the Company is organized or does business is not dependent upon such document being submitted into, filed or recorded with any court or other authority in any such jurisdiction on or before the date hereof or that any tax, imposition or charge be paid in any such jurisdiction on or in respect of any such document.

(ccc) Legal Action. A holder of the Shares and each Underwriter are each entitled to sue as plaintiff in the court of the jurisdiction of formation and domicile of the Company for the enforcement of their respective rights under this Agreement and the Shares and such access to such courts will not be subject to any conditions which are not applicable to residents of such jurisdiction or a company incorporated in such jurisdiction except that plaintiffs not residing in the Cayman Islands may be required to guarantee payment of a possible order for payment of costs or damages at the request of the defendant.

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(ddd) Foreign Issuer. The Company is a “foreign private issuer” as defined in Rule 405 under the Securities Act.

(eee) Form 8-A Registration Statement. The Company has filed a registration statement on Form 8-A (File No. [●]) in respect of the registration of the Shares under the Exchange Act with the Commission; such registration statement in the form heretofore delivered to the Representatives has become effective in such form; no stop order suspending the effectiveness of such registration statement has been issued and no proceeding for that purpose has been initiated or, to the Company’s knowledge, threatened by the Commission.

4.    Further Agreements of the Company. The Company covenants and agrees with each Underwriter that:

(a) Required Filings. The Company will file the final Prospectus with the Commission within the time periods specified by Rule 424(b) and Rule 430A, 430B or 430C under the Securities Act, will file any Issuer Free Writing Prospectus to the extent required by Rule 433 under the Securities Act; and the Company will furnish copies of the Prospectus and each Issuer Free Writing Prospectus (to the extent not previously delivered) to the Underwriters in New York City no later than 5:00 P.M., New York City time, on the second business day next succeeding the date of this Agreement in such quantities as the Representatives may reasonably request.

(b) Delivery of Copies. The Company will deliver, without charge, (i) to the Representatives, two signed copies of the Registration Statement as originally filed and each amendment thereto, in each case including all exhibits and consents filed therewith; and (ii) to each Underwriter (A) a conformed copy of the Registration Statement as originally filed and each amendment thereto (without exhibits) and (B) during the Prospectus Delivery Period (as defined below), as many copies of the Prospectus (including all amendments and supplements thereto and each Issuer Free Writing Prospectus) as the Representatives may reasonably request. As used herein, the term “Prospectus Delivery Period” means such period of time after the first date of the public offering of the Shares as in the opinion of counsel for the Underwriters a prospectus relating to the Shares is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act) in connection with sales of the Shares by any Underwriter or dealer.

(c) Amendments or Supplements, Issuer Free Writing Prospectuses. Before making, preparing, using, authorizing, approving, referring to or filing any Issuer Free Writing Prospectus, and before filing any amendment or supplement to the Registration Statement, the Pricing Disclosure Package or the Prospectus, the Company will furnish to the Representatives and counsel for the Underwriters a copy of the proposed Issuer Free Writing Prospectus, amendment or supplement for review and will not make, prepare, use, authorize, approve, refer to or file any such Issuer Free Writing Prospectus or file any such proposed amendment or supplement to which the Representatives reasonably objects.

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(d) Notice to the Representatives. The Company will advise the Representatives as promptly as practicable, and confirm such advice in writing, (i) when the Registration Statement has become effective; (ii) when any amendment to the Registration Statement has been filed or becomes effective; (iii) when any supplement to the Pricing Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication or any amendment to the Prospectus has been filed or distributed; (iv) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information including, but not limited to, any request for information concerning any Testing-the-Waters Communication; (v) of the issuance by the Commission or any other governmental or regulatory authority of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package, the Prospectus or any Written Testing-the-Waters Communication or the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; (vi) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which the Prospectus, any of the Pricing Disclosure Package, or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Prospectus, the Pricing Disclosure Package, any such Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication is delivered to a purchaser, not misleading; and (vii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Shares for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and the Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or any Written Testing-the-Waters Communication or suspending any such qualification of the Shares and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

(e) Ongoing Compliance. (1) If during the Prospectus Delivery Period (i) any event or development shall occur or condition shall exist as a result of which the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement the Prospectus to comply with law, the Company will promptly notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c)

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above, file with the Commission and furnish to the Underwriters and to such dealers as the Representatives may designate such amendments or supplements to the Prospectus as may be necessary so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will comply with law and (2) if at any time prior to the Closing Date (i) any event or development shall occur or condition shall exist as a result of which the Pricing Disclosure Package as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Pricing Disclosure Package is delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement the Pricing Disclosure Package to comply with law, the Company will promptly notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission (to the extent required) and furnish to the Underwriters and to such dealers as the Representatives may designate such amendments or supplements to the Pricing Disclosure Package as may be necessary so that the statements in the Pricing Disclosure Package as so amended or supplemented will not, in the light of the circumstances existing when the Pricing Disclosure Package is delivered to a purchaser, be misleading or so that the Pricing Disclosure Package will comply with law.

(f) Blue Sky Compliance. The Company will exercise reasonable best efforts to qualify the Shares for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Representatives shall reasonably request and will continue such qualifications in effect so long as required for distribution of the Shares; provided that the Company shall not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

(g) Earning Statement. The Company will make generally available to its security holders and the Representatives as soon as practicable an earning statement that satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 of the Commission promulgated thereunder covering a period of at least twelve months beginning with the first fiscal quarter of the Company occurring after the “effective date” (as defined in Rule 158) of the Registration Statement.

(h) Clear Market. For a period of 180 days after the date of the Prospectus (the “Company Lock-Up Period”), the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any Share Capital or any securities convertible into or exercisable or exchangeable for Share Capital, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter

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into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Share Capital or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Share Capital or such other securities, in cash or otherwise, without the prior written consent of J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC and Banco BTG Pactual S.A. – Cayman Branch, other than the Shares to be sold hereunder.

The restrictions contained in the preceding sentence shall not apply to (i) the Shares to be sold hereunder; (ii) the issuance by the Company of Class A Common Shares upon the exercise of an option or warrant or under any Company’s long-term incentive plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, provided, in each case, that the recipients enter into a lock-up agreement with the Underwriters substantially in the form of Exhibit C hereto; (iii) the issuance by the Company of Class A Common Shares upon the conversion of a security, as described in the Registration Statement, the Pricing Disclosure Package, and the Prospectus, outstanding on the date hereof, provided that the recipients enter into a lock-up agreement with the Underwriters substantially in the form of Exhibit C hereto; (iv) any issuance by the Company of Class A Common Shares in connection with a merger, acquisition, joint venture or strategic participation entered into by the Company, provided that the aggregate number of Class A Common Shares issued or issuable under this item (iv) shall not exceed (A) 10% of the total number of shares issued and outstanding as of the date of such merger, acquisition, joint venture or strategic participation, as the case may be, and (B) the recipients enter into a lock-up agreement with the Underwriters substantially in the form of Exhibit C hereto; or (v) the filing by the Company of any registration statement on Form S-8 or a successor form thereto relating to the Company’s long term incentive plan described in the Registration Statement, the Pricing Prospectus and the Prospectus.

If J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC and Banco BTG Pactual S.A. – Cayman Branch, in their sole discretion, agrees to release or waive the restrictions set forth in a lock-up letter described in Section 6(p) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of Exhibit A hereto at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver substantially in the form of Exhibit B hereto through a major news service at least two business days before the effective date of the release or waiver.

(i) Use of Proceeds. The Company will apply the net proceeds from the sale of the Shares as described in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus under the heading “Use of Proceeds”.

(j) No Stabilization. Neither the Company nor its subsidiaries or affiliates will take, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of any Share Capital.

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(k) Exchange Listing. The Company will use its reasonable best efforts to list for quotation the Shares on the Nasdaq Global Select Market (the “Nasdaq Market”).

(l) Reports. So long as the Shares are outstanding, the Company will furnish to the Representatives, as soon as they are available, copies of all reports or other communications (financial or other) furnished to holders of the Shares, and copies of any reports and financial statements furnished to or filed with the Commission or any national securities exchange or automatic quotation system; provided the Company will be deemed to have furnished such reports and financial statements to the Representatives to the extent they are filed on the Commission’s Electronic Data Gathering, Analysis, and Retrieval system.

(m) Record Retention. The Company will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433 under the Securities Act.

(n) Filings. The Company will file with the Commission such reports as may be required by Rule 463 under the Securities Act. The Company will give the Representatives notice of the Company’s intention to make any filing pursuant to the Exchange Act from the Applicable Time to the Additional Closing Date, to furnish the Representatives with copies of any such documents prior to such proposed filing and to consider in good faith comments regarding any such document from the Representatives or counsel for the Representatives.

(o) Emerging Growth Company; Foreign Private Issuer. The Company will promptly notify the Representatives if the Company ceases to be an Emerging Growth Company or a Foreign Private Issuer at any time prior to the later of (i) completion of the distribution of Shares within the meaning of the Securities Act and (ii) completion of the 180-day restricted period referred to in Section 4(h) hereof.

(p) Tax Indemnity. The Company will indemnify and hold harmless the Underwriters against any documentary, stamp, registration or similar issuance tax, including any interest and penalties, on the sale of the Shares by the Company to the Underwriters and on the execution and delivery of this Agreement. All indemnity payments to be made by the Company hereunder in respect of this Section 4(p) shall be made without withholding or deduction for or on account of any present or future Cayman Islands and Brazilian taxes, duties or governmental shares whatsoever unless the Company is compelled by law to deduct or withhold such taxes, duties or charges. In that event, except for any net income, capital gains or franchise taxes imposed on the Underwriters by the Cayman Islands, Brazil or the United States or any political subdivision of taxing authority thereof or therein as

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a result of any present or former connection (other than any connection resulting from the transactions contemplated by this Agreement) between the Underwriters and the jurisdiction imposing such withholding or deductions, the Company shall pay such additional amounts as may be necessary in order to ensure that the net amounts received after such withholding or deductions shall equal the amounts that would have been received if no withholding or deduction has been made. The company shall not be liable to pay any such tax imposed that would not have been imposed but for the failure by the Underwriters to provide such information or documentation reasonably requested by the Company and that was required to comply with any certification, identification or other reporting requirements concerning the nationality, residence, identity or connection of such Underwriter with any taxing jurisdiction, if compliance by the Underwriters with such certification, identification or other reporting requirements was timely requested by the Company and is required by such taxing jurisdiction as a pre-condition to exemption from, or reduction in the rate of, such tax. If any taxes are collected by deduction or withholding, the Company will provide to the Underwriters with copies of documentation evidencing the payment to the proper authorities of the amount of taxes deducted or withheld.

5.    Certain Agreements of the Underwriters. Each Underwriter hereby represents and agrees that:

(a) It has not and will not use, authorize use of, refer to or participate in the planning for use of, any “free writing prospectus”, as defined in Rule 405 under the Securities Act (which term includes use of any written information furnished to the Commission by the Company and any press release issued by the Company) other than (i) a free writing prospectus that contains no “issuer information” (as defined in Rule 433(h)(2) under the Securities Act) that was not included in the Preliminary Prospectus or a previously filed Issuer Free Writing Prospectus, (ii) any Issuer Free Writing Prospectus listed in Annex A or prepared pursuant to Section 3(c) or Section 4(c) above (including any electronic roadshow), or (iii) any free writing prospectus prepared by such underwriter and approved by the Company in advance in writing.

(b) It is not subject to any pending proceeding under Section 8A of the Securities Act with respect to the offering (and will promptly notify the Company if any such proceeding against it is initiated during the Prospectus Delivery Period).

6.    Conditions of Underwriters’ Obligations. The obligation of each Underwriter to purchase the Underwritten Shares on the Closing Date or the Option Shares on the Additional Closing Date, as the case may be, as provided herein is subject to the performance by the Company of its covenants and other obligations hereunder and to the following additional conditions:

(a) Registration Compliance; No Stop Order. No order suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding for such

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purpose or pursuant to Section 8A under the Securities Act shall be pending before or threatened by the Commission; the Prospectus and each Issuer Free Writing Prospectus shall have been timely filed with the Commission under the Securities Act (in the case of an Issuer Free Writing Prospectus, to the extent required by Rule 433 under the Securities Act) and in accordance with Section 4(a) hereof; and all requests by the Commission for additional information shall have been complied with to the reasonable satisfaction of the Representatives.

(b) Representations and Warranties. The representations and warranties of the Company contained herein shall be true and correct on the date hereof and on and as of the Closing Date or the Additional Closing Date, as the case may be; and the statements of the Company and its officers made in any certificates delivered pursuant to this Agreement shall be true and correct on and as of the Closing Date or the Additional Closing Date, as the case may be.

(c) No Downgrade. Subsequent to the earlier of (A) the Applicable Time and (B) the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded any debt securities, convertible securities or preferred stock issued, or guaranteed by, the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined under Section 3(a)(62) under the Exchange Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of any such debt securities or preferred stock issued or guaranteed by the Company or any of its subsidiaries (other than an announcement with positive implications of a possible upgrading).

(d) No Material Adverse Change. No event or condition of a type described in Section 3(h) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

(e) Officer’s Certificate. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, a certificate of the chief financial officer or chief accounting officer of the Company and one additional senior executive officer of the Company who is satisfactory to the Representatives (i) confirming that such officers have carefully reviewed the Registration Statement, the Pricing Disclosure Package and the Prospectus and, to the knowledge of such officers, the representations set forth in Sections 3(b) and 3(d) hereof are true and correct, (ii) confirming that the other representations and warranties of the Company in this Agreement are true and correct and that the Company has complied with all agreements and satisfied all conditions on its part

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to be performed or satisfied hereunder at or prior to the Closing Date or the Additional Closing Date, as the case may be, and (iii) to the effect set forth in paragraphs (a), (c) and (d) above.

(f) Incumbency Certificate. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, a certificate of two authorized officers of the Company in form and substance satisfactory to the Representatives, stating on behalf of the Company the incumbency of the officers or representatives of the Company signing this Agreement and any certificates on behalf of the Company.

(g) Comfort Letters. (i) On the date of this Agreement and on the Closing Date or the Additional Closing Date, as the case may be, PricewaterhouseCoopers Auditores Independentes shall have furnished to the Representatives, at the request of the Company, letters, dated the respective dates of delivery thereof and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus; provided, that the letter delivered on the Closing Date or the Additional Closing Date, as the case may be, shall use a “cut-off” date no more than two business days prior to such Closing Date or such Additional Closing Date, as the case may be.

(ii)    On the date of this Agreement and on the Closing Date or the Additional Closing Date, as the case may be, the Company shall have furnished to the Representatives a certificate, dated the respective dates of delivery thereof and addressed to the Underwriters, of its chief financial officer with respect to certain financial data contained in the Pricing Disclosure Package and the Prospectus, providing “management comfort” with respect to such information, in form and substance reasonably satisfactory to the Representatives.

(h) Opinion and 10b-5 Statement of United States Counsel for the Company. Davis Polk & Wardwell LLP, United States counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance previously agreed and reasonably satisfactory to the Representatives.

(i) Opinion of Cayman Islands Counsel for the Company. Harney Westwood & Riegels, Cayman Islands counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance previously agreed and reasonably satisfactory to the Representatives.

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(j) Opinion and 10b-5 Statement of Brazilian Counsel for the Company. Barbosa Müssnich Aragão Advogados, Brazilian counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance previously agreed and reasonably satisfactory to the Representatives.

(k) Opinion and 10b-5 Statement of United States Counsel for the Underwriters. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, an opinion and 10b-5 statement, addressed to the Underwriters, of Skadden, Arps, Slate, Meagher & Flom LLP, United States counsel for the Underwriters, with respect to such matters as the Representatives may reasonably request, and such counsel shall have received such documents and information as they may reasonably request to enable them to pass upon such matters.

(l) Opinion and 10b-5 Statement of Brazilian Counsel for the Underwriters. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, an opinion and 10b-5 statement, addressed to the Underwriters, of Mattos Filho, Veiga Filho, Marrey Jr. e Quiroga Advogados, Brazilian counsel for the Underwriters, with respect to such matters as the Representatives may reasonably request, and such counsel shall have received such documents and information as they may reasonably request to enable them to pass upon such matters.

(m) No Legal Impediment to Issuance and Sale. No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the Closing Date or the Additional Closing Date, as the case may be, prevent the issuance or sale of the Shares; and no injunction or order of any federal, state or foreign court shall have been issued that would, as of the Closing Date or the Additional Closing Date, as the case may be, prevent the issuance or sale of the Shares.

(n) Good Standing. The Representatives shall have received no later than the Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company in the Cayman Islands in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions, with such evidence being given as of a date no earlier than one business day prior to the Closing Date or the Additional Closing Date, as the case may be.

(o) Exchange Listing. The Shares to be delivered on the Closing Date or the Additional Closing Date, as the case may be, shall have been approved for listing on the Nasdaq Market, subject to official notice of issuance.

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(p) Lock-up Agreements. The “lock-up” agreements, each substantially in the form of Exhibit C hereto, between you and each officer and director of the Company relating to sales and certain other dispositions of Share Capital or certain other securities, delivered to you on or before the date hereof, shall be full force and effect on the Closing Date or the Additional Closing Date, as the case may be.

(q) Corporate Authorizations of the Company. On or before the First Time of Delivery, the Representatives shall have received copies of the minutes of meetings of shareholders, directors or officers of the Company, duly authorizing (i) underwriting of the Shares by the Underwriters; and (ii) the execution and delivery of this Agreement, the Lock-up Agreement (other than in the case of the Company) and any other documents related to the offering and the actions to be taken thereunder.

(r) Approvals and Consents of the Company. On or before the Time of Delivery, the Company shall have received all approvals and consents necessary for the (i) underwriting of the Shares by the Underwriters and (ii) execution and delivery and performance of this Agreement and any other documents related to the offering and the actions to be taken thereunder.

(s) DTC. The Shares shall have been made eligible for clearance and settlement through DTC.

(t) No Objections from FINRA. FINRA shall have confirmed that it has not raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements relating to the offering and sale of the Shares.

(u) Additional Documents. On or prior to the Closing Date or the Additional Closing Date, as the case may be, the Company shall have furnished to the Representatives such further certificates and documents as the Representatives may reasonably request.

All opinions, letters, certificates and evidence mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Underwriters.

7.    Indemnification and Contribution.

(a) Indemnification of the Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or caused by any omission or alleged omission to state therein a material fact required to be

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stated therein or necessary in order to make the statements therein, not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, any Written Testing-the-Waters Communication, any roadshow as defined in Rule 433(h) under the Securities Act (a “roadshow”) or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in paragraph (b) below.

(b) Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, Written Testing-the-Waters Communication, any roadshow or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the concession and reallowance figures appearing in the [●] paragraph under the caption “Underwriting” and the information contained in the [●] paragraphs under the caption “Underwriting”.

(c) Notice and Procedures. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any person in respect of which indemnification may be sought pursuant to the preceding paragraphs of this Section 7, such person (the “Indemnified Person”) shall promptly notify the person against whom such indemnification may be sought (the “Indemnifying Person”) in writing; provided that the failure to notify the Indemnifying Person shall not relieve it from any

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liability that it may have under the preceding paragraphs of this Section 7 except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided, further, that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have to an Indemnified Person otherwise than under the preceding paragraphs of this Section 7. If any such proceeding shall be brought or asserted against an Indemnified Person and it shall have notified the Indemnifying Person thereof, the Indemnifying Person shall retain counsel reasonably satisfactory to the Indemnified Person (who shall not, without the consent of the Indemnified Person, be counsel to the Indemnifying Person) to represent the Indemnified Person and any others entitled to indemnification pursuant to this Section 7 that the Indemnifying Person may designate in such proceeding and shall pay the fees and expenses in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding, as incurred. In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed to the contrary; (ii) the Indemnifying Person has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Person; (iii) the Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the Indemnifying Person; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the Indemnifying Person and the Indemnified Person and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood and agreed that the Indemnifying Person shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Persons, and that all such fees and expenses shall be paid or reimbursed as they are incurred. Any such separate firm for any Underwriter, its affiliates, directors and officers and any control persons of such Underwriter shall be designated in writing by J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC and Banco BTG Pactual S.A. – Cayman Branch and any such separate firm for the Company, its directors, its officers who signed the Registration Statement and any control persons of the Company shall be designated in writing by the Company. The Indemnifying Person shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent, the Indemnifying Person agrees to indemnify each Indemnified Person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an Indemnified Person shall have requested that an Indemnifying Person reimburse the Indemnified Person for fees and expenses of counsel as contemplated by this paragraph, the Indemnifying Person shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by the Indemnifying Person of such request and (ii) the Indemnifying Person shall not have reimbursed the Indemnified

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Person in accordance with such request prior to the date of such settlement. No Indemnifying Person shall, without the written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnification could have been sought hereunder by such Indemnified Person, unless such settlement (x) includes an unconditional release of such Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from all liability on claims that are the subject matter of such proceeding and (y) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person.

(d) Contribution. If the indemnification provided for in paragraphs (a) or (b) above is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Person under such paragraph, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company, on the one hand, and the Underwriters on the other, from the offering of the Shares or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Company, on the one hand, and the Underwriters on the other, in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company, on the one hand, and the Underwriters on the other, shall be deemed to be in the same respective proportions as the net proceeds (before deducting expenses) received by the Company from the sale of the Shares and the total underwriting discounts and commissions received by the Underwriters in connection therewith, in each case as set forth in the table on the cover of the Prospectus, bear to the aggregate offering price of the Shares. The relative fault of the Company, on the one hand, and the Underwriters on the other, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

(e) Limitation on Liability. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to paragraph (d) above were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in paragraph (d) above. The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in paragraph (d) above shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred by such Indemnified Person in connection with any such action or claim.

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Notwithstanding the provisions of paragraphs (d) and (e), in no event shall an Underwriter be required to contribute any amount in excess of the amount by which the total underwriting discounts and commissions received by such Underwriter with respect to the offering of the Shares exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations to contribute pursuant to paragraphs (d) and (e) are several in proportion to their respective purchase obligations hereunder and not joint.

(f) Non-Exclusive Remedies. The remedies provided for in this Section 7 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Indemnified Person at law or in equity.

8.    Effectiveness of Agreement. This Agreement shall become effective as of the date first written above.

9.    Termination. This Agreement may be terminated in the absolute discretion of the Representatives, by notice to the Company, if after the execution and delivery of this Agreement and on or prior to the Closing Date or, in the case of the Option Shares, prior to the Additional Closing Date (i) trading generally shall have been suspended or materially limited on or by any of the New York Stock Exchange or The Nasdaq Stock Market; (ii) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market; (iii) a general moratorium on commercial banking activities shall have been declared by United States federal, New York State Cayman Islands or Brazilian authorities; or (iv) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis, either within or outside the United States, the Cayman Islands or Brazil, that, in the judgment of the Representatives, is material and adverse and makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

10.    Defaulting Underwriter.

(a) If, on the Closing Date or the Additional Closing Date, as the case may be, any Underwriter defaults on its obligation to purchase the Shares that it has agreed to purchase hereunder on such date, the non-defaulting Underwriters may in their discretion arrange for the purchase of such Shares by other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Shares, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Shares on such terms. If other persons become obligated or agree to purchase the Shares of a defaulting

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Underwriter, either the non-defaulting Underwriters or the Company may postpone the Closing Date or the Additional Closing Date, as the case may be, for up to five full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement and the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement and the Prospectus that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 10, purchases Shares that a defaulting Underwriter agreed but failed to purchase.

(b) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate number of Shares that remain unpurchased on the Closing Date or the Additional Closing Date, as the case may be, does not exceed one-eleventh of the aggregate number of Shares to be purchased on such date, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of Shares that such Underwriter agreed to purchase hereunder on such date plus such Underwriter’s pro rata share (based on the number of Shares that such Underwriter agreed to purchase on such date) of the Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made.

(c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate number of Shares that remain unpurchased on the Closing Date or the Additional Closing Date, as the case may be, exceeds one-eleventh of the aggregate amount of Shares to be purchased on such date, or if the Company shall not exercise the right described in paragraph (b) above, then this Agreement or, with respect to any Additional Closing Date, the obligation of the Underwriters to purchase Shares on the Additional Closing Date, as the case may be, shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Section 11 hereof and except that the provisions of Section 7 hereof shall not terminate and shall remain in effect.

(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default.

11.    Payment of Expenses.

(a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to

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be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vi) the cost of preparing stock certificates; (vii) the costs and charges of any transfer agent and any registrar; (viii) all expenses, including fees of counsel to the Underwriters in an amount not to exceed US$75,000, and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA; (ix) all expenses incurred by the Company in connection with any “roadshow” presentation to potential investors (including any expenses in connection with any electronic roadshow system); and (x) all expenses and application fees related to the listing of the Shares on the Nasdaq Market.

(b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

12.    Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers and directors and any controlling persons referred to herein, and the affiliates of each Underwriter referred to in Section 7 hereof. Nothing in this Agreement is intended or shall be construed to give any other person any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein. No purchaser of Shares from any Underwriter shall be deemed to be a successor merely by reason of such purchase.

13.    Survival. The respective indemnities, rights of contribution, representations, warranties and agreements of the Company and the Underwriters contained in this Agreement or made by or on behalf of the Company or the Underwriters pursuant to this Agreement or any certificate delivered pursuant hereto shall survive the delivery of and payment for the Shares and shall remain in full force and effect, regardless of any termination of this Agreement or any investigation made by or on behalf of the Company or the Underwriters or the directors, officers, controlling persons or affiliates referred to in Section 7 hereof.

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14.    Certain Defined Terms. For purposes of this Agreement, except where otherwise expressly provided, (a) the term “affiliate” has the meaning set forth in Rule 405 under the Securities Act, and (b) the term “business day” means any day other than a day on which banks are permitted or required to be closed in New York City.

15.    Compliance with USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients.

16.    Miscellaneous.

(a) Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted and confirmed by any standard form of telecommunication. Notices to the Underwriters shall be given to the Representatives c/o (i) J.P. Morgan Securities LLC, 383 Madison Avenue, New York, NY 10179 (fax: +1 (212) 622-6358), Attention: Syndication Department, (ii) Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282, Attention: Registration Department (fax: +1 (212) 291-5175) and (iii) Banco BTG Pactual S.A. – Cayman Branch, Harbour Place, 5th Floor, 103 South Church Street, P.O. Box 1353GT, Grand Cayman, Cayman Islands, KYI-1108, Attention: Legal Department. Notices to the Company shall be given to it the address of the Company set forth on the cover of the Registration Statement, Attention: Secretary.

(b) Governing Law. This Agreement and any claim, controversy or dispute arising under or related to this Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflict of laws that would results in the application of any other law than the laws of the State of New York.

(c) Submission to Jurisdiction. The Company hereby submits to the exclusive jurisdiction of the U.S. federal and New York state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The Company waives any objection which it may now or hereafter have to the laying of venue of any such suit or proceeding in such courts. The Company agrees that final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Company and may be enforced in any court to the jurisdiction of which Company is subject by a suit upon such judgment. The Company irrevocably appoints [●], located at [●], New York, New York, [●], as its authorized agent in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding, and agrees that service of process upon such authorized agent, and written notice of such service to the Company by the person serving the same to the address provided in this

38

Section 16(c), shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company hereby represents and warrants that such authorized agent has accepted such appointment and has agreed to act as such authorized agent for service of process. The Company further agrees to take any and all action as may be necessary to maintain such designation and appointment of such authorized agent in full force and effect for a period of seven years from the date of this Agreement.

(d) Judgment Currency. The Company agrees to indemnify each Underwriter, its directors, officers, affiliates and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any loss incurred by such Underwriter as a result of any judgment or order being given or made for any amount due hereunder and such judgment or order being expressed and paid in a currency (the “judgment currency”) other than U.S. dollars and as a result of any variation as between (i) the rate of exchange at which the U.S. dollar amount is converted into the judgment currency for the purpose of such judgment or order, and (ii) the rate of exchange at which such indemnified person is able to purchase U.S. dollars with the amount of the judgment currency actually received by the indemnified person. The foregoing indemnity shall constitute a separate and independent obligation of the Company and shall continue in full force and effect notwithstanding any such judgment or order as aforesaid. The term “rate of exchange” shall include any premiums and costs of exchange payable in connection with the purchase of, or conversion into, the relevant currency.

(e) Waiver of Immunity. To the extent that the Company has or hereafter may acquire any immunity (sovereign or otherwise) from jurisdiction of any court of (i) the Cayman Islands or any political subdivision thereof, (ii) the United States or the State of New York, (iii) any jurisdiction in which it owns or leases property or assets or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution, set-off or otherwise) with respect to themselves or their respective property and assets or this Agreement, the Company hereby irrevocably waives such immunity in respect of its obligations under this Agreement to the fullest extent permitted by applicable law.

(f) Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

(g) Recognition of the U.S. Special Resolution Regimes.

(i)    In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be

39

effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.

(ii)    In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.

As used in this Section 16(g):

“BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).

“Covered Entity” means any of the following:

(i)    a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

(ii)    a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

(iii)    a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

(h) Counterparts. This Agreement may be signed in counterparts (which may include counterparts delivered by any standard form of telecommunication), each of which shall be an original and all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

(i) Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto.

40

(j) Headings. The headings herein are included for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement.

[Signature Page Follows]

41

If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below.

Very truly yours,
VINCI PARTNERS INVESTMENTS LTD.
By:
	Name:
	Title:

[Signature Page to the Underwriting Agreement]

42

Accepted: As of the date first written above

J.P. MORGAN SECURITIES LLC

For itself and on behalf of the

several Underwriters listed

in Schedule 1 hereto.

By:
	Authorized Signatory

[Signature Page to the Underwriting Agreement]

43

Accepted: As of the date first written above

GOLDMAN SACHS & CO. LLC

For itself and on behalf of the

several Underwriters listed

in Schedule 1 hereto.

By:
	Authorized Signatory

[Signature Page to the Underwriting Agreement]

44

Accepted: As of the date first written above

BANCO BTG PACTUAL S.A. – CAYMAN BRANCH

For itself and on behalf of the

several Underwriters listed

in Schedule 1 hereto.

By:
	Authorized Signatory

[Signature Page to the Underwriting Agreement]

45

Schedule 1

Underwriter	Number of Shares
J.P. Morgan Securities LLC		[●]
Goldman Sachs & Co. LLC		[●]
Banco BTG Pactual S.A. – Cayman Branch		[●]
Itau BBA USA Securities, Inc.		[●]
BofA Securities, Inc.		[●]
Credit Suisse Securities (USA) LLC		[●]
UBS Securities LLC		[●]
Total		[●]

Sch 1-1

Schedule 2

List of Subsidiaries

Vinci Partners Investimentos Ltda.

Vinci Assessoria Financeira Ltda.

Vinci Equities Gestora de Recursos Ltda.

Vinci Gestora de Recursos Ltda

Vinci Capital Gestora de Recursos Ltda.

Vinci Gestão de Patrimônio Ltda.

Vinci Real Estate Gestora de Recursos Ltda.

Vinci Real Estate Investimentos Ltda

Vinci Capital Partners GP Limited.

Vinci Partners USA, LLC

Vinci GGN de Recursos Ltda.

Vinci Infraestrutura Gestora de Recursos Ltda.

Vinci Financial Ventures (VF2) GP

Vinci Capital Partners GP III Limited.

GGN GP LLC

Amalfi Empreendimentos e Participações Ltda.

Sch 1-2

Annex A

Part I

(a) Pricing Disclosure Package

[●]

(b) Pricing Information Provided Orally by Underwriters

The initial public offering price per share for the Shares is US$[●].

The number of Shares issued and sold by the Company is [●].

[●]

Part II

(a) Any Issuer Free Writing Prospectus not included in the Pricing Disclosure Package

[●]

A-1-1

Annex B

Written Testing-the-Waters Communications

[●]

B-1-1

Exhibit A

Form of Waiver of Lock-up

J.P. MORGAN SECURITIES LLC

GOLDMAN SACHS & CO. LLC

BANCO BTG PACTUAL S.A. – CAYMAN BRANCH

Vinci Partners Investments Ltd.

Public Offering of Class A Common Shares

[●]

[Name and Address of

Officer or Director

Requesting Waiver]

Dear [●]:

This letter is being delivered to you in connection with the offering by Vinci Partners Investments Ltd. (the “Company”) of Class A common shares, par value US$0.00005 per share of the Company (“Class A Common Shares”) and the lock-up letter dated [●] (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [●] with respect to [●] Class A Common Shares (the “Shares”).

J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC and Banco BTG Pactual S.A. – Cayman Branch hereby agree to [waive] [release] the transfer restrictions set forth in the Lock-up Letter, but only with respect to the Shares, effective [●]; provided, however, that such [waiver] [release] is conditioned on the Company announcing the impending [waiver] [release] by press release through a major news service at least two business days before effectiveness of such [waiver] [release]. This letter will serve as notice to the Company of the impending [waiver] [release].

Except as expressly [waived] [released] hereby, the Lock-up Letter shall remain in full force and effect.

Yours very truly,

[●]

cc: Company

Exh A-1

Exhibit B

Form of Press Release

Vinci Partners Investments Ltd.

[Date]

Vinci Partners Investments Ltd. (the “Company”) announced today that J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC, the lead book-running managers in the Company’s recent public sale of Class A common shares, is [waiving] [releasing] a lock-up restriction with respect to shares of the Company’s common stock held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on [●], and the shares may be sold on or after such date.

This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended.

Exh B-1

Exhibit C

Form of Lock-up Agreement

[●], 2021

J.P. MORGAN SECURITIES LLC

GOLDMAN SACHS & CO. LLC

BANCO BTG PACTUAL S.A. – CAYMAN BRANCH

As Representatives of the

            several Underwriters listed

            in Schedule 1 to the Underwriting Agreement referred to below

c/o J.P. Morgan Securities LLC

383 Madison Avenue

New York, NY 10179

Re:    Vinci Partners Investments Ltd.—Public Offering

Ladies and Gentlemen:

The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with Vinci Partners Investments Ltd., an exempted company incorporated under the laws of the Cayman Islands with limited liability (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of Class A common shares, par value US$0.00005 per share, of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement.

In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC and Banco BTG Pactual S.A. – Cayman Branch on behalf of the Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending at the close of business 180 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of any class of the Company’s share capital (the “Share Capital”) or any securities convertible into or exercisable or exchangeable for Share Capital (including without limitation, Share Capital or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) (collectively with the Share Capital, “Lock-Up Securities”), (2) enter into any hedging, swap or other agreement or transaction that transfers, in

Exh C-1

whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise, (3) make any demand for, or exercise any right with respect to, the registration of the offering or sale of any Share Capital, or the filing or submission of any registration statement, prospectus or prospectus supplement (or an amendment or supplement thereto) in connection therewith, under the U.S. Securities Act of 1933, as amended, or (4) publicly disclose the intention to do any of the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Lock-Up Securities, in cash or otherwise. The undersigned further confirms that it has furnished J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC and Banco BTG Pactual S.A. – Cayman Branch with the details of any transaction the undersigned, or any of its affiliates, is a party to as of the date hereof, which transaction would have been restricted by this Letter Agreement if it had been entered into by the undersigned during the Restricted Period.

Notwithstanding the foregoing, the undersigned may:

(a)    transfer the undersigned’s Lock-Up Securities:

(i)    as a bona fide gift or gifts, or for bona fide estate planning purposes;

(ii)    by will or intestacy;

(iii)    to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, or if the undersigned is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust (for purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, current or former marriage, domestic partnership or adoption, not more remote than first cousin);

(iv)    to a partnership, limited liability company or other entity of which the undersigned and the immediate family of the undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests;

(v)    to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (iv) above;

(vi)     (A) to a corporation, partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned, or to any investment fund or other entity controlling, controlled by, managing or managed by or under common control with the undersigned or affiliates of the undersigned (including, for the avoidance of doubt, where the undersigned is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such partnership), or (B) as part of a distribution to members or shareholders of the undersigned;

Exh C-2

(vii)    by operation of law, such as pursuant to a qualified domestic order, divorce settlement, divorce decree or separation agreement;

(viii)    to the Company from an employee of the Company upon death, disability or termination of employment, in each case, of such employee;

(ix)    with the prior written consent of J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC and Banco BTG Pactual S.A. – Cayman Branch;

(x)    as part of a sale of the undersigned’s Lock-Up Securities acquired in open market transactions after the closing date for the Public Offering;

(xi)    after the closing date for the Public Offering, pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction made to all holders of the Share Capital involving a change of control of the Company that has been approved by the Company’s board of directors, provided that in the event that such tender offer, merger, consolidation or other such transaction is not completed, the undersigned’s Share Capital shall remain subject to the provisions of this Letter Agreement; and provided, further, that “change of control” as used herein, shall mean a change in ownership of not less than 90% of the total voting power of the voting stock of the Company; or

(xii)    to the Company in connection with the vesting, settlement, or exercise of restricted stock units, options, warrants or other rights to purchase Share Capital (including, in each case, by way of “net” or “cashless” exercise), including for the payment of exercise price and tax and remittance payments due as a result of the vesting, settlement, or exercise of such restricted stock units, options, warrants or rights, provided that any such Share Capital received upon such exercise, vesting or settlement shall be subject to the terms of this Letter Agreement, and provided further that any such restricted stock units, options, warrants or rights are held by the undersigned pursuant to an agreement or equity awards granted under a stock incentive plan or other equity award plan, each such agreement or plan which is described in the Registration Statement, the Pricing Disclosure Package and the Prospectus,

provided that (A) in the case of any transfer or distribution pursuant to clause (a)(i), (ii), (iii), (iv), (v), (vi) and (vii), such transfer shall not involve a disposition for value and each donee, devisee, transferee or distributee shall execute and deliver to the Representatives a lock-up letter in the form of this Letter Agreement, (B) in the case of any transfer or distribution pursuant to clause (a) (i), (ii), (iii), (iv), (v), (vi), (ix) and (x), no filing by any party (donor, donee, devisee, transferor, transferee, distributer or distributee) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Schedule 13D or Schedule 13G (or an amendment thereto) made after the expiration of the Restricted Period referred to above) and (C) in the case of any transfer or distribution pursuant to clause (a)(vii) and (viii) it shall be a condition to such transfer that no public filing, report or announcement shall be voluntarily made and if any filing under Section 16(a) of the Exchange Act, or other

Exh C-3

public filing, report or announcement reporting a reduction in beneficial ownership of Share Capital in connection with such transfer or distribution shall be legally required during the Restricted Period, such filing, report or announcement shall clearly indicate in the footnotes thereto the nature and conditions of such transfer;

(b)    exercise outstanding options, settle restricted stock units or other equity awards or exercise warrants pursuant to plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus; provided that any Lock-up Securities received upon such exercise, vesting or settlement shall be subject to the terms of this Letter Agreement;

(c)    convert outstanding preferred stock, warrants to acquire preferred stock or convertible securities into Share Capital or warrants to acquire Share Capital; provided that any such Share Capital or warrants received upon such conversion shall be subject to the terms of this Letter Agreement; and

(d)    sell the Securities to be sold by the undersigned pursuant to the terms of the Underwriting Agreement.

If the undersigned is not a natural person, the undersigned represents and warrants that no single natural person, entity or “group” (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) beneficially owns, directly or indirectly, 50% or more of the common equity interests, or 50% or more of the voting power, in the undersigned.

If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any Company-directed Securities the undersigned may purchase in the Public Offering.

If the undersigned is an officer or director of the Company, (i) J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC and Banco BTG Pactual S.A. – Cayman Branch on behalf of the Underwriters agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Lock-Up Securities, J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC and Banco BTG Pactual S.A. – Cayman Branch on behalf of the Underwriters will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC and Banco BTG Pactual S.A. – Cayman Branch on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of such announcement. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration or that is to an immediate family member as defined in FINRA Rule 5130(i)(5) and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer.

In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Letter Agreement.

Exh C-4

The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Letter Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned.

The undersigned hereby represents and warrants that the undersigned now has, and, except in the case of permitted transfers as contemplated above, for the duration of this Letter Agreement will have, good and marketable title to the undersigned’s Share Capital, free and clear of all liens, encumbrances, and claims whatsoever. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s Share Capital except in compliance with the foregoing restrictions.

The undersigned acknowledges and agrees that the Underwriters have not provided any recommendation or investment advice nor have the Underwriters solicited any action from the undersigned with respect to the Public Offering of the Securities and the undersigned has consulted their own legal, accounting, financial, regulatory and tax advisors to the extent deemed appropriate. The undersigned further acknowledges and agrees that, although the Representatives may be required or choose to provide certain Regulation Best Interest and Form CRS disclosures to you in connection with the Public Offering, the Representatives and the other Underwriters are not making a recommendation to you to enter into this Letter Agreement, and nothing set forth in such disclosures is intended to suggest that the Representatives or any Underwriter is making such a recommendation.

The undersigned understands that, if the Underwriting Agreement does not become effective by February 28, 2021, or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of Shares to be sold thereunder, the undersigned shall be released from all obligations under this Letter Agreement. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this Letter Agreement.

This Letter Agreement and any claim, controversy or dispute arising under or related to this Letter Agreement shall be governed by and construed in accordance with the laws of the State of New York.

This Letter Agreement may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and this Letter Agreement so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

Exh C-5

Very truly yours,
[●]
By:
	Name:
	Title:

Exh C-6

EX-3.1

Exhibit 3.1

THE COMPANIES LAW (REVISED)

OF THE CAYMAN ISLANDS

VINCI PARTNERS INVESTMENTS LTD

An Exempted Company Limited By Shares

AMENDED AND RESTATED

MEMORANDUM AND ARTICLES OF ASSOCIATION

(adopted by Special Resolution passed on 15 January 2021)

TABLE OF CONTENTS

AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION		1
AMENDED AND RESTATED ARTICLES OF ASSOCIATION		3
1	NAME		1
2	STATUS		1
3	REGISTERED OFFICE		1
4	OBJECTS AND CAPACITY		1
5	SHARE CAPITAL		1
6	LIABILITY OF MEMBERS		2
7	CONTINUATION		2
8	DEFINITIONS		2
9	EXEMPTED COMPANY		2
10	FINANCIAL YEAR		2
1	PRELIMINARY		3
2	FORMATION EXPENSES		8
3	OFFICES OF THE COMPANY		8
4	SHARES		8
5	CLASS A COMMON SHARES AND CLASS B COMMON SHARES		12
6	SHARE CERTIFICATES		16
7	LIEN		17
8	CALLS ON SHARES AND FORTEITURE		17
9	TRANSFER OF SHARES		18
10	TRANSMISSION OF SHARES		20
11	CHANGES OF CAPITAL		20
12	REDEMPTION AND PURCHASE OF OWN SHARES		21
13	TREASURY SHARES		22
14	REGISTER OF MEMBERS		22
15	CLOSING REGISTER OF MEMBERS OR FIXING RECORD DATE		22
16	GENERAL MEETINGS		23
17	NOTICE OF GENERAL MEETINGS		24
18	PROCEEDINGS AT GENERAL MEETINGS		24
19	VOTES OF MEMBERS		26
20	NUMBER OF DIRECTORS AND CHAIRMAN		29
21	APPOINTMENT, DISQUALIFICATION AND REMOVAL OF DIRECTORS		29
22	ALTERNATE DIRECTORS		31
23	POWERS OF DIRECTORS		31
24	DELEGATION OF DIRECTORS’ POWERS		31
25	REMUNERATION AND EXPENSES OF DIRECTORS		33
26	DIRECTORS’ GRATUITIES AND PENSIONS		33
27	DIRECTORS’ INTERESTS		33
28	PROCEEDINGS OF DIRECTORS		34
29	SECRETARY AND OTHER OFFICERS		36
30	MINUTES		36
31	SEAL		36
32	DIVIDENDS		37
33	FINANCIAL YEAR, ACCOUNTING RECORDS AND AUDIT		38
34	CAPITALISATION OF PROFITS		39
35	SHARE PREMIUM ACCOUNT		40
36	NOTICES		40
37	WINDING UP		41

38	INDEMNITY	42
39	CLAIMS AGAINST THE COMPANY	43
40	UNTRACEABLE MEMBERS	44
41	AMENDMENT OF MEMORANDUM AND ARTICLES	45
42	TRANSFER BY WAY OF CONTINUATION	45
43	MERGER AND CONSOLIDATION	45

THE COMPANIES LAW (REVISED)

OF THE CAYMAN ISLANDS

AMENDED AND RESTATED

MEMORANDUM OF ASSOCIATION

OF

VINCI PARTNERS INVESTMENTS LTD

(adopted by Special Resolution passed on 15 January 2021)

1 NAME

The name of the Company is Vinci Partners Investments Ltd.

2 STATUS

The Company is an exempted company limited by shares.

3 REGISTERED OFFICE

The registered office of the Company is at Harneys Fiduciary (Cayman) Limited, 4th Floor, Harbour Place, P.O. Box 10240, Grand Cayman KY1-1002, Cayman Islands or at such other place as the Directors may from time to time decide.

4 OBJECTS AND CAPACITY

Subject to paragraph 9 of this Memorandum, the objects for which the Company is established are unrestricted and the Company shall have full power and authority to carry out any object not prohibited by the Companies Law or any other law of the Cayman Islands. The Company is a body corporate capable of exercising all the functions of a natural person of full capacity, irrespective of any question of corporate benefit.

5 SHARE CAPITAL

The share capital of the Company is US$50,000 divided into 1,000,000,000 shares of a par value of US$0.00005 each which, at the date on which this Memorandum becomes effective, comprise (i) 500,000,000 Class A Common Shares, (ii) 250,000,000 Class B Common Shares (which Class B Common Shares may be converted into Class A Common Shares in the manner contemplated in the Articles of Association) and (iii) 250,000,000 shares of such class or classes (howsoever designated) and having the rights as the Board may determine from time to time in accordance with Article 4 of the Articles of Association, PROVIDED THAT, subject to the Law and the Articles of Association, the Company shall have the power to issue all or any part of its capital, whether original, redeemed, increased or reduced, with or without preference, priority, special privilege or other rights or subject to any postponement of rights or to any condition or restriction whatsoever and so that, unless the conditions of issue shall otherwise expressly provide, every issue of shares, whether stated to be common, preference or otherwise shall be subject to the powers on the part of the Company hereinbefore provided.

1

6 LIABILITY OF MEMBERS

The liability of each Member is limited to the amount from time to time unpaid on such Member’s Shares.

7 CONTINUATION

The Company may exercise the powers contained in the Companies Law to transfer and be registered by way of continuation as a body corporate limited by shares under the laws of any jurisdiction outside the Cayman Islands and to be de-registered in the Cayman Islands.

8 DEFINITIONS

Capitalised terms used and not defined in this Memorandum of Association shall bear the same meaning as those given in the Articles of Association of the Company.

9 EXEMPTED COMPANY

The Company will not trade in the Cayman Islands with any person, firm or corporation except in furtherance of the business of the Company carried on outside the Cayman Islands; provided that nothing in this section shall be construed as to prevent the Company effecting and concluding contracts in the Cayman Islands, and exercising in the Cayman Islands all of its powers necessary for the carrying on of its business outside the Cayman Islands.

10 FINANCIAL YEAR

The financial year end of the Company is 31 December or such other date as the Directors may from time to time decide and annex to this Memorandum.

2

THE COMPANIES LAW (REVISED)

OF THE CAYMAN ISLANDS

AMENDED AND RESTATED

ARTICLES OF ASSOCIATION

OF

VINCI PARTNERS INVESTMENTS LTD

(adopted by Special Resolution passed on                  and effective on the closing date of the Company’s initial public offering of Class A Common Shares)

1 PRELIMINARY

1.1 The regulations contained in Table A in the First Schedule of the Law shall not apply to the Company and the following regulations shall be the Articles of Association of the Company.

1.2 In these Articles:

(a) the following terms shall have the meanings set opposite if not inconsistent with the subject or context:

allotment	shares are taken to be allotted when a person acquires the unconditional right to be included in the Register of Members in respect of those shares;
Affiliate	in respect of a Person, means any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person, and (i) in the case of a natural person, shall include, without limitation, such person’s spouse, parents, children, siblings, mother-in-law and father-in-law and brothers and sisters-in-law, whether by blood, marriage or adoption or anyone residing in such person’s home, a trust for the benefit of any of the foregoing, a company, partnership or any natural person or entity wholly or jointly owned by any of the foregoing, and (ii) in the case of an entity, shall include a partnership, a corporation or any natural person or entity which directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such entity;
Articles	these articles of association of the Company, as amended from time to time;
Audit Committee	the audit committee of the Company formed by the Board pursuant to these Articles, or any successor of the audit committee;

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Board or Board of Directors	the board of directors of the Company;
Business Combination	a statutory amalgamation, merger, consolidation, arrangement or other reorganization requiring the approval of the members of one or more of the participating companies as well as a short-form merger or consolidation that does not require a resolution of members;
Chairman	the chairman of the Board of Directors appointed in accordance with Article 20.2;
Class A Common Shares	class A common shares of a nominal or par value of US$0.00005 each in the capital of the Company having the rights provided for in these Articles;
Class B Common Shares	class B common shares of a nominal or par value of US$0.00005 each in the capital of the Company having the rights provided for in these Articles;
clear days	in relation to a period of notice means that period excluding both the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect;
Clearing House	a clearing house recognized by the laws of the jurisdiction in which shares in the capital of the Company (or depository receipts thereof) are listed or quoted on a stock exchange or interdealer quotation system in such jurisdiction;
common equivalents	means (i) with respect to Shares, the number of Shares, (ii) with respect to any Company securities that are convertible into or exchangeable for Shares, the number of Shares issuable in respect of the conversion or exchange of such securities into Shares;
Common Shares	Class A Common Shares, Class B Common Shares and shares of such other classes as may from time to time be designated by the Board pursuant to these Articles as being common shares for the purposes of Article 5.3;
Company	the above named company;
Company’s Website	the website of the Company and/or its web-address or domain name;
Compensation Committee	the compensation committee of the Company formed by the Board pursuant to these Articles, or any successor of the compensation committee;

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control	the ownership, directly or indirectly, of shares possessing more than fifty per cent (50%) of the voting power of the corporation, partnership or other entity (other than, in the case of a corporation, shares having such power only by reason of the happening of a contingency), or having the power to control the management or elect a majority of members to the board of directors or equivalent decision-making body of such corporation, partnership or other entity;
Designated Stock Exchange	the Nasdaq Global Market and any other stock exchange or interdealer quotation system listed in Schedule 4 of the Law on which shares in the capital of the Company are listed or quoted;
Directors	the Directors for the time being of the Company or, as the case may be, those Directors assembled as a Board or as a committee of the Board;
dividend	includes a distribution or interim dividend or interim distribution;
electronic	has the same meaning as in the Electronic Transactions Law (Revised);
electronic communication	a communication sent by electronic means, including electronic posting to the Company’s Website, transmission to any number, address or internet website (including the SEC’s website) or other electronic delivery methods as otherwise determined and approved by the Board;
electronic record	has the same meaning as in the Electronic Transactions Law (Revised);
electronic signature	has the same meaning as in the Electronic Transactions Law (Revised);
Exchange Act	the Securities Exchange Act of 1934, as amended of the United States of America;
executed	includes any mode of execution;
holder	in relation to any share, the Member whose name is entered in the Register of Members as the holder of the share;
Incentive Plan	any incentive plan or scheme established or implemented by the Company pursuant to which any Person who provides services of any kind to the Company or any of its direct or indirect subsidiaries (including , without limitation, any employee, executive, officer, director, consultant, secondee or other provider of services) may receive and/or acquire newly-issued shares of the Company or any interest therein;

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Indemnified Person	every Director, alternate Director, Secretary or other officer for the time being or from time to time of the Company;
Independent Director	a Director who is an independent director as defined in the rules of any Designated Stock Exchange or in Rule 10A-3 under the Exchange Act, as the case may be;
Islands	the British Overseas Territory of the Cayman Islands;
Law	the Companies Law (Revised);
Member	has the same meaning as in the Law;
Memorandum	the memorandum of association of the Company as from time to time amended;
month	a calendar month;
Nominating and Corporate Governance Committee	the nominating and corporate governance committee of the Company formed by the board pursuant to Article 24.5 hereof or any successor of the nominating and corporate governance committee.
officer	means any person appointed as an officer of the Company, including a Secretary;
Ordinary Resolution	a resolution (i) of a duly constituted general meeting of the Company passed by a simple majority of the votes cast by, or on behalf of, the Members entitled to vote present in person or by proxy and voting at the meeting, or (ii) approved in writing by all of the Members entitled to vote at a general meeting of the Company in one or more instruments each signed by one or more of the Members and the effective date of the resolution so adopted shall be the date on which the instrument, or the last of such instruments, if more than one, is executed;
Other Indemnitors	persons or entities other than the Company that may provide indemnification, advancement of expenses and/or insurance to the Indemnified Persons in connection with such Indemnified Persons’ involvement in the management of the Company;
paid up	paid up as to the par value of the shares and includes credited as paid up;
Person	any individual, corporation, general or limited partnership, limited liability company, joint stock company, joint venture, estate, trust, association, organization or any other entity or governmental entity;

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Register of Members	the register of Members required to be kept pursuant to the Law;
Seal	the common seal of the Company including every duplicate seal;
SEC	the Securities and Exchange Commission of the United States of America or any other federal agency for the time being administering the Securities Act;
Secretary	any person appointed by the Directors to perform any of the duties of the secretary of the Company, including a joint, assistant or deputy secretary;
Securities Act	the Securities Act of 1933 of the United States of America, as amended, or any similar federal statute and the rules and regulations of the SEC thereunder, all as the same shall be in effect at the time;
share	a share in the share capital of the Company, and includes stock (except where a distinction between shares and stock is expressed or implied) and includes a fraction of a share;
signed	includes an electronic signature or a representation of a signature affixed by mechanical means;
Special Resolution	means a special resolution passed in accordance with the Law, being a resolution: (i) passed by a majority of at least two-thirds of such Members as, being entitled to do so, vote in person or by proxy at a general meeting of the Company of which notice specifying the intention to propose the resolution as a Special Resolution has been duly given; or (ii) approved in writing by all of the Members entitled to vote at a general meeting of the Company in one or more instruments each signed by one or more of the Members.
subsidiary	a company is a subsidiary of another company if that other company: (i) holds a majority of the voting rights in it; (ii) is a member of it and has the right to appoint or remove a majority of its board of directors; or (iii) is a member of it and controls alone, pursuant to an agreement with other members, a majority of the voting rights in it; or if it is a subsidiary of a company which is itself a subsidiary of that other company. For the purpose of this definition the expression company includes any body corporate established in or outside of the Islands;
Treasury Share	a share held in the name of the Company as a treasury share in accordance with the Law;
Vice Chairman	the vice chairman of the Board of Directors appointed in accordance with Article 20.2;

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U.S. Person	a Person who is a citizen or resident of the United States of America; and
written and in writing	includes all modes of representing or reproducing words in visible form including in the form of an electronic record.

(b) unless the context otherwise requires, words or expressions defined in the Law shall have the same meanings herein but excluding any statutory modification thereof not in force when these Articles become binding on the Company;

(c) unless the context otherwise requires: (i) words importing the singular number shall include the plural number and vice-versa; (ii) words importing the masculine gender only shall include the feminine gender; and (iii) words importing persons shall include companies or associations or bodies of person whether incorporated or not as well as any other legal or natural person;

(d) the word may shall be construed as permissive and the word shall shall be construed as imperative;

(e) the headings herein are for convenience only and shall not affect the construction of these Articles;

(f) references to statutes are, unless otherwise specified, references to statutes of the Islands and, subject to paragraph (b) above, include any statutory modification or re-enactment thereof for the time being in force; and

(g) where an Ordinary Resolution is expressed to be required for any purpose, a Special Resolution is also effective for that purpose.

2 FORMATION EXPENSES

The Directors may pay, out of the capital or any other monies of the Company, all expenses incurred in or about the formation and establishment of the Company including the expenses of registration.

3 OFFICES OF THE COMPANY

3.1 The registered office of the Company shall be at such address in the Islands as set out in the Memorandum or as the Board shall otherwise from time to time determine.

3.2 The Company, in addition to its registered office, may establish and maintain such other offices, places of business and agencies in the Islands and elsewhere as the Board may from time to time determine.

4 SHARES

4.1

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(a) Subject to the rules of any Designated Stock Exchange and to the provisions, if any, in the Memorandum and these Articles, the Board has general and unconditional authority to allot, grant options over, offer or otherwise deal with or dispose of any unissued shares in the capital of the Company without the approval of Members (whether forming part of the original or any increased share capital), either at a premium or at par, with or without preferred, deferred or other special rights or restrictions, whether in regard to dividend, voting, return of capital or otherwise and to such persons, on such terms and conditions, and at such times as the Board may determine, but so that no share shall be issued at a discount to par, except in accordance with the provisions of the Law.

(b) In particular and without prejudice to the generality of paragraph (a) above, the Board is hereby empowered to authorise by resolution or resolutions from time to time and without the approval of Members;

(i) the creation of one or more classes or series of preferred shares, to cause to be issued such preferred shares and to fix the designations, powers, preferences and relative participating, optional and other rights, if any, and the qualifications, limitations and restrictions thereof, if any, including, without limitation, the number of shares constituting each such class or series, dividend rights, conversion rights, redemption privileges, voting rights and powers (including full or limited or no voting rights or powers) and liquidation preferences, and to increase or decrease the number of shares comprising any such class or series (but not below the number of shares of any class or series of preferred shares then outstanding) to the extent permitted by law. Without limiting the generality of the foregoing, the resolution or resolutions providing for the establishment of any class or series of preferred shares may, to the extent permitted by law, provide that such class or series shall be superior to, rank equally with or be junior to the preferred shares of any other class or series;

(ii) to designate for issuance as Class A Common Shares or Class B Common Shares from time to time any or all of the authorised but unissued shares of the Company which have not at that time been designated by the Memorandum or by the Directors as being shares of a particular class;

(iii) to create one or more further classes of shares which represent common shares for the purposes of Article 5.3; and

(iv) to re-designate authorised but unissued Class B Common Shares from time to time as shares of another class.

(c) The Company shall not issue shares or warrants to bearer.

(d) Subject to the rules of any Designated Stock Exchange, the Board shall have general and unconditional authority to issue options, warrants or convertible securities of similar nature conferring the right upon the holders thereof to subscribe for, purchase or receive any class of shares or securities in the capital of the Company to such persons, on such terms and conditions and at such times as the Board may determine.

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4.2 Notwithstanding Article 4.1, at any time when there are Class A Common Shares in issue, Class B Common Shares may only be issued pursuant to:

(a) a share-split, subdivision or similar transaction or as contemplated in Articles 5.8 or 34.1(b) below; or

(b) a Business Combination involving the issuance of Class B Common Shares as full or partial consideration; or

(c) an issuance of Class A Common Shares, whereby holders of Class B Common Shares are entitled to purchase a number of Class B Common Shares that would allow them to maintain their proportional ownership interest in the Company pursuant to Article 4.3.

4.3 With effect from the date on which any shares of the Company are first admitted to trading on a Designated Stock Exchange, subject to Articles 4.4, 4.5 and 4.6, the Company shall not issue Class A Common Shares to a person on any terms unless:

(a) it has made an offer to each person who holds Class B Common Shares in the Company to issue to him on the same economic terms such number of Class B Common Shares as would ensure that the proportion in nominal value of the issued Common Shares held by him as Class B Common Shares after the issuance of such Class A Common Shares will be as nearly as practicable equal to the proportion in nominal value of the issued Common Shares held by him as Class B Common Shares before the said issuance; and

(b) the period during which any such offer may be accepted has expired or the Company has received notice of the acceptance or refusal of every offer so made.

An offer made pursuant to this Article 4.3 may be made in either hard copy or by electronic communication, must state a period during which it may be accepted and the offer shall not be withdrawn before the end of that period. The period referred to must be at least 14 days beginning with the date on which the offer is deemed to be delivered in accordance with Article 36.

4.4 An offer shall not be regarded as being made contrary to the requirements of Article 4.3 by reason only that:

(a) fractional entitlements are rounded or otherwise settled or sold at the discretion of the Board; or

(b) no offer of Class B Common Shares is made to a shareholder where the making of such an offer would in the view of the Board pose legal or practical problems in or under the laws or securities rules of any territory or the requirements of any regulatory body or stock exchange such that the Board considers it necessary or expedient in the interests of the Company to exclude such shareholder from the offer; or

(c) the offer is conditional upon the said issue of Class A Common Shares proceeding.

4.5 The provisions of Article 4.3 do not apply in relation to the issue of:

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(a) Class A Common Shares if these are, or are to be, wholly or partly paid up otherwise than in cash;

(b) Class A Common Shares which would, apart from any renunciation or assignment of the right to their allotment, be held under or issued pursuant to an Incentive Plan; and

(c) Class A Common Shares issued in furtherance of an initial public offering of share of the Company (IPO) or issued to underwriters in connection with an IPO pursuant to any over-allotment options granted by the Company.

4.6 Holders of Class B Common Shares may from time to time by consent in writing (in one or more counterparts) approved by the holder or holders of a majority of the Class B Common Shares in issue, referring to this Article 4.6, authorise the Board to issue Class A Common Shares for cash and, on the granting of such an authority, the Board shall have the power to issue (pursuant to that authority) Class A Common Shares for cash as if Article 4.3 above did not apply to:

(a) one or more issuances of Class A Common Shares to be made pursuant to that authority; and/or

(b) such issuances with such modifications as may be specified in that authority,

and unless previously revoked, that authority shall expire on the date (if any) specified in the authority or, of no date is specified, 12 months after the date on which the authority is granted, but the Company may before the power expires make an offer or agreement which would or might require Class A Common Shares to be issued after it expires.

4.7 Notwithstanding Article 4.1, no non-voting Common Shares shall be issued without such issuance first being approved by an Ordinary Resolution of Members which resolution is also passed with the affirmative vote of a majority of the then outstanding Class A Common Shares.

4.8 The Company may issue fractions of a share of any class and a fraction of a share shall be subject to and carry the corresponding fraction of liabilities (whether with respect to nominal or par value, premium, contribution, calls or otherwise howsoever), limitations, preferences, privileges, qualifications, restrictions, rights and other attributes of a whole share of that class of shares.

4.9 The Company may, in so far as the Law permits, pay a commission to any person in consideration of his subscribing or agreeing to subscribe, whether absolutely or conditionally, or procuring or agreeing to procure subscriptions (whether absolute or conditional) for any shares in the capital of the Company. Such commissions may be satisfied by the payment of cash or the allotment of fully or partly paid up shares or partly in one way and partly in the other. The Company may also, on any issue of shares, pay such brokerage fees as may be lawful.

4.10 Except as required by law, no person shall be recognised by the Company as holding any share upon any trust and the Company shall not be bound by or be compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any share (except only as by these Articles or by law otherwise provided) or any other rights in respect of any share except an absolute right to the entirety thereof in the holder.

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4.11

(a) If at any time the share capital is divided into different classes of shares, the rights attached to any class of shares (unless otherwise provided by these Articles or the terms of issue of the shares of that class) may be varied with the consent in writing of the holders of two-thirds of the issued shares of that class or with the sanction of a Special Resolution passed at a separate general meeting of the holders of the shares of that class. To every such separate general meeting, the provisions of these Articles relating to general meetings shall mutatis mutandis apply, but so that the necessary quorum shall be any one or more persons holding or representing by proxy not less than two-thirds of the issued shares of the applicable class and that any holder of shares of that class present in person or by proxy may demand a poll.

(b) For the purposes of Article 4.11(a), the Directors may treat all classes of shares or any two or more classes of shares as forming one class if they consider that all such classes would be affected in the same way by the proposals under consideration.

(c) The rights conferred upon the holders of the shares of any class shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by:

(i) the creation or issue of further shares ranking pari passu therewith;

(ii) by the redemption or purchase of any shares of any class by the Company;

(iii) the cancellation of authorised but unissued shares of that class; or

(iv) the creation or issue of shares with preferred or other rights including, without limitation, the creation of any class or issue of shares with enhanced or weighted voting rights.

(d) The rights conferred upon holders of Class A Common Shares shall not be deemed to be varied by the creation or issue from time to time of further Class B Common Shares and the rights conferred upon holders of Class B Common Shares shall not be deemed to be varied by the creation or issue from time to time of further Class A Common Shares.

4.12 The Directors may accept contributions to the capital of the Company otherwise than in consideration of the issue of shares and the amount of any such contribution may, unless otherwise agreed at the time such contribution is made, be treated by the Company as a distributable reserve, subject to the provisions of the Law and these Articles.

5 CLASS A COMMON SHARES AND CLASS B COMMON SHARES

5.1 The rights of the holders of Class A Common Shares and Class B Common Shares are identical, except with respect to voting, conversion and transfer restrictions applicable to the Class B Common Shares as set out in these Articles.

5.2 Holders of Class A Common Shares and holders of Class B Common Shares have the right to receive notice of, attend, speak and vote at general meetings of the Company. Subject to any separate general meeting(s) of the holders of a class of shares in accordance with Article 4.11(a) above, holders of Class A Common Shares and Class B Common Shares shall at all times vote together as

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one class on all resolutions submitted to a vote by the Members in general meetings. Each Class A Common Share shall entitle the holder to 1 vote on all matters subject to a vote at general meetings of the Company, and each Class B Common Share shall entitle the holder to 10 votes on all matters subject to a vote at general meetings of the Company.

5.3 Without prejudice to any special rights conferred thereby on the holders of any other shares or class of shares established pursuant to the Memorandum and/or these Articles from time to time, holders of Class A Common Shares and holders of Class B Common Shares shall:

(a) be entitled to such dividends as the Board may from time to time declare;

(b) in the event of a winding-up or dissolution of the Company, whether voluntary or involuntary or for the purposes of a reorganization or otherwise or upon any distribution of capital, be entitled to the surplus assets of the Company; and

(c) generally be entitled to enjoy all of the rights attaching to Class A Common Shares and Class B Common Shares.

5.4 In no event shall Class A Common Shares be convertible into Class B Common Shares.

5.5 Class B Common Shares shall be convertible into Class A Common Shares as follows:

(a) Right of Conversion. Class B Common Shares shall be convertible into the same number of Class A Common Shares, on a share-to-share basis, in the following manner:

(1) a holder of Class B Common Shares has the right to call upon the Company to effect a conversion of all or any of his Class B Common Shares into the same number of Class A Common Shares which right shall be exercised, at any time after issue and without payment of any additional sum (subject to any moneys unpaid on their shares in accordance with Article 8), by notice in writing given to the Company at its registered office (and which conversion shall be effected by the Company promptly upon delivery of the said notice);

(2) the holder(s) of a majority of the then outstanding Class B Common Shares have the right to require that all outstanding Class B Common Shares be converted, which right shall be exercised, at any time after issue and without payment of any additional sum, by notice in writing (which may be in one or more counterparts) signed by each of such holders given to the Company at its registered office (and which conversion shall be effected by the Company promptly upon delivery of the said notice);

(3) a Class B Common Share shall automatically convert into a Class A Common Share immediately and without further action by the holder thereof upon the registration of any transfer of a Class B Common Share (whether or not for value and whether or not the certificate(s) (if any) representing such Class B Common Share are surrendered to the Company), other than:

(i) a transfer to an Affiliate of the holder of the Class B Common Share;

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(ii) a transfer to one or more trustees of a trust established for the benefit of the holder or an Affiliate of the holder of the Class B Common Share;

(iii) a transfer to a partnership, corporation or other entity owned or controlled by the holder or an Affiliate of the holder of the Class B Common Share; or

(iv) transfers to organisations that are exempt from taxation under Section 501(3)(c) of the United States Internal Revenue Code of 1986, as amended (or any successor thereto).

For the avoidance of doubt, the creation of any pledge, charge, encumbrance or other security interest or third party right of whatever description on any Class B Common Shares to secure a holder’s contractual or legal obligations shall not be deemed to be a transfer unless and until any such pledge, charge, encumbrance or other third party right is enforced and results in such third party (or its nominee) holding legal title to the related Class B Common Shares, in which case all the related Class B Common Shares shall be automatically and immediately converted into the same number of Class A Common Shares.

(3) If, on the record date for any meeting of the Members, the total voting power of all the Class B Common Shares in issue represent less than 10% of the combined voting power of the Class A Common Shares and Class B Common Shares then in issue, the Class B Common Shares then in issue shall automatically and immediately convert into Class A Common Shares and no Class B Common Shares shall be issued by the Company thereafter.

(b) Mechanics of Conversion. Before any holder of Class B Common Shares shall be entitled to convert such Class B Common Shares into Class A Common Shares pursuant to sub-paragraph (a) (1) above, the holder shall, if available, surrender the certificate or certificates therefor, duly endorsed (where applicable), at the registered office of the Company.

Upon the occurrence of one of the bases of conversion provided for in paragraph (a) above, the Company shall enter or procure the entry of the name of the relevant holder of Class B Common Shares as the holder of the relevant number of Class A Common Shares resulting from the conversion of the Class B Common Shares in, and make any other necessary and consequential changes to, the Register of Members and shall procure that certificate(s) in respect of the relevant Class A Common Shares, together with a new certificate for any unconverted Class B Common Shares comprised in the certificate(s) surrendered by the holder of the Class B Common Shares, are issued to the holders of the Class A Common Shares and Class B Common Shares, as the case may be, if so requested.

Any conversion of Class B Common Shares into Class A Common Shares pursuant to this Article shall be effected by any manner permitted by applicable law, including by means of (i) the re-designation and re-classification of the relevant Class B Common Share as a Class A Common Share together with such rights and restrictions for the time being attached thereto and shall rank pari passu in all respects with the Class A Common Shares then in issue; and/or (ii) the compulsory redemption without notice of Class B Common

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Shares and the automatic application of the redemption proceeds in paying for such new Class A Common Shares into which the Class B Shares have been converted. For the avoidance of doubt, following the conversion to Class A Common Shares, the holder thereof shall have Class A Common Share voting rights in respect of such shares and not Class B Common Share voting rights. Such conversion shall become effective forthwith upon entries being made in the Register of Members to record the re-designation and re-classification of the relevant Class B Common Shares as Class A Common Shares.

If the proposed conversion is in connection with an underwritten or other public or private offering of securities, the conversion may, at the option of any holder tendering such Class B Common Shares for conversion, be conditional upon the closing with the underwriters or other purchasers of the sale of securities pursuant to such offering, in which event any persons entitled to receive Class A Common Shares upon conversion of such Class B Common Shares shall not be deemed to have converted such Class B Common Shares until immediately prior to the closing of such sale of securities.

Upon conversion of any Class B Common Shares, the composition of the authorised and issued capital of the Company shall automatically be varied and amended by a reduction in the relevant number of authorised and issued Class B Common Shares and a corresponding increase in the relevant number of authorised and issued Class A Common Shares.

(c) Effective upon and with effect from the conversion of a Class B Common Share into a Class A Common Share in accordance with this Article 5.5, the converted share shall be re-designated as and be treated for all purposes as a Class A Common Share and shall carry the rights and be subject to the restrictions attaching to Class A Common Shares including, without limitation, the right to one vote on matters subject to a vote at general meetings of the Company.

5.6 No subdivision of Class A Common Shares into shares of an amount smaller than the nominal or par value of such shares at the relevant time shall be effected unless Class B Common Shares are concurrently and similarly subdivided in the same proportion and the same manner, and no subdivision of Class B Common Shares into shares of an amount smaller than the nominal or par value of such shares at the relevant time shall be effected unless Class A Common Shares are concurrently and similarly subdivided in the same proportion and the same manner.

5.7 No consolidation of Class A Common Shares into shares of an amount larger than the nominal or par value of such shares at the relevant time shall be effected unless Class B Common Shares are concurrently and similarly consolidated in the same proportion and the same manner, and no consolidation of Class B Common Shares into shares of an amount larger than the nominal or par value of such shares at the relevant time may be effected unless Class A Common Shares are concurrently and similarly consolidated in the same proportion and the same manner.

5.8 In the event that a dividend or other distribution is paid by the issue of Class A Common Shares or Class B Common Shares or rights to acquire Class A Common Shares or Class B Common Shares (i) holders of Class A Common Shares shall receive Class A Common Shares or rights to acquire Class A Common Shares, as the case may be; and (ii) holders of Class B Common Shares shall receive Class B Common Shares or rights to acquire Class B Common Shares, as the case may be.

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5.9 No Business Combination (whether or not the Company is the surviving entity) shall proceed unless by the terms of such transaction: (i) the holders of Class A Common Shares have the right to receive, or the right to elect to receive, the same form of consideration as the holders of Class B Common Shares, and (ii) the holders of Class A Common Shares have the right to receive, or the right to elect to receive, at least the same amount of consideration on a per share basis as the holders of Class B Common Shares. The Directors shall not approve such a transaction unless the requirements of this Article are satisfied. For the avoidance of doubt, this Article refers to and includes only economic rights.

5.10 No tender or exchange offer to acquire any Class A Common Shares or Class B Common Shares by any third party pursuant to an agreement to which the Company is to be a party, nor any tender or exchange offer by the Company to acquire any Class A Common Shares or Class B Common Shares shall be approved by the Company unless by the terms of such transaction: (i) the holders of Class A Common Shares shall have the right to receive, or the right to elect to receive, the same form of consideration as the holders of Class B Common Shares, and (ii) the holders of Class A Common Shares shall have the right to receive, or the right to elect to receive, at least the same amount of consideration on a per share basis as the holders of Class B Common Shares. The Directors shall not approve such a transaction unless the requirements of this Article are satisfied. For the avoidance of doubt, this Article refers to and includes only economic rights.

5.11 Save and except for voting rights, conversion rights and transfer rights, Class A Common Shares and the Class B Common Shares shall rank pari passu and shall have the same rights, preferences, privileges and restrictions and share ratably and otherwise be identical in all respects as to all matters.

6 SHARE CERTIFICATES

6.1 A Member shall only be entitled to a share certificate if the Directors resolve that share certificates shall be issued. Share certificates representing Shares, if any, shall be in such form as the Directors may determine. Share certificates shall be signed by one or more Directors or other person authorised by the Directors. The Directors may authorise certificates to be issued with the authorised signature(s) affixed by mechanical process. All certificates for Shares shall be consecutively numbered or otherwise identified and shall specify the Shares to which they relate. All certificates surrendered to the Company for transfer or conversion shall be cancelled and subject to the Articles and, save as provided in Articles 6.3, 7 and 8 below and in the case of a conversion of shares, no new certificate shall be issued until the former certificate representing a like number of relevant Shares shall have been surrendered and cancelled.

6.2 Every share certificate of the Company shall bear legends required under the applicable laws, including the Securities Act.

6.3 If a share certificate is defaced, worn-out, lost or destroyed, it may be renewed on such terms (if any) as to evidence and indemnity and payment of the expenses reasonably incurred by the Company in investigating evidence as the Directors may determine but otherwise free of charge, and (in the case of defacement or wearing-out) on delivery to the Company of the old certificate.

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7 LIEN

7.1 The Company shall have a first and paramount lien on every share (not being a share which is fully paid as to its par value and share premium) for all moneys (whether presently payable or not) payable at a fixed time or called in respect of that share (including any premium payable). The Directors may at any time declare any share to be wholly or in part exempt from the provisions of this Article. The Company’s lien on a share shall extend to any amount in respect of it.

7.2 The Company may sell in such manner as the Directors determine any shares on which the Company has a lien if a sum in respect of which the lien exists is presently payable and is not paid within fourteen (14) clear days after notice has been given to the holder of the share or to the person entitled to it in consequence of the death or bankruptcy of the holder, demanding payment and stating that if the notice is not complied with the shares may be sold.

7.3 To give effect to a sale, the Directors may authorise some person to execute an instrument of transfer of the shares sold to, or in accordance with the directions of, the purchaser. The title of the transferee to the shares shall not be affected by any irregularity or invalidity in the proceedings in reference to the sale.

7.4 The net proceeds of the sale, after payment of the costs, shall be applied in payment of so much of the sum for which the lien exists as is presently payable, and any residue shall (upon surrender to the Company for cancellation of the certificate for the shares sold, if any, and subject to a like lien for any moneys not presently payable as existed upon the shares before the sale) be paid to the person entitled to the shares at the date of the sale.

8 CALLS ON SHARES AND FORTEITURE

8.1 Subject to the terms of allotment, the Directors may make calls upon the Members in respect of any moneys unpaid on their shares (whether in respect of nominal value or premium) and each Member shall (subject to receiving at least fourteen (14) clear days’ notice specifying when and where payment is to be made) pay to the Company as required by the notice the amount called on his shares. A call may be required to be paid by instalments. A call may, before receipt by the Company of any sum due thereunder, be revoked in whole or in part and payment of a call may be postponed in whole or in part. A person upon whom a call is made shall remain liable for calls made upon him notwithstanding the subsequent transfer of the shares in respect of which the call was made.

8.2 A call shall be deemed to have been made at the time when the resolution of the Directors authorising the call was passed.

8.3 The joint holders of a share shall be jointly and severally liable to pay all calls in respect of the share.

8.4 If a call remains unpaid after it has become due and payable, the person from whom it is due and payable shall pay interest on the amount unpaid from the day it became due and payable until it is paid at the rate fixed by the terms of allotment of the share or in the notice of the call or, if no rate is fixed, at an annual rate of ten percent (10%), but the Directors may waive payment of the interest wholly or in part.

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8.5 An amount payable in respect of a share on allotment or at any fixed date, whether in respect of nominal value or premium or as an instalment of a call, shall be deemed to be a call, and if it is not paid when due, all the provisions of the Articles shall apply as if that amount had become due and payable by virtue of a call.

8.6 Subject to the terms of allotment, the Directors may make arrangements on the issue of shares for a difference between the holders in the amounts and times of payment of calls on their shares.

8.7 If a call remains unpaid after it has become due and payable, the Directors may give to the person from whom it is due not less than fourteen (14) clear days’ notice requiring payment of the amount unpaid, together with any interest which may have accrued. The notice shall name the place where payment is to be made and shall state that if the notice is not complied with the shares in respect of which the call was made will be liable to be forfeited.

8.8 If the notice is not complied with, any share in respect of which it was given may, before the payment required by the notice has been made, be forfeited by a resolution of the Directors and the forfeiture shall include all dividends or other moneys payable in respect of the forfeited shares and not paid before the forfeiture.

8.9 Subject to the provisions of the Law, a forfeited share may be sold, re-allotted or otherwise disposed of on such terms and in such manner as the Directors determine either to the person who was before the forfeiture the holder or to any other person, and at any time before a sale, re-allotment or other disposition, the forfeiture may be cancelled on such terms as the Directors think fit. Where, for the purposes of its disposal a forfeited share is to be transferred to any person, the Directors may authorise any person to execute an instrument of transfer of the share to that person.

8.10 A person any of whose shares have been forfeited shall cease to be a Member in respect of them and shall surrender to the Company for cancellation the certificate for the shares forfeited, if any, but shall remain liable to the Company for all moneys which at the date of forfeiture were presently payable by him to the Company in respect of those shares with interest at the rate at which interest was payable on those moneys before the forfeiture or, if no interest was so payable, at an annual rate of ten percent (10%), from the date of forfeiture until payment but the Directors may waive payment wholly or in part or enforce payment without any allowance for the value of the shares at the time of forfeiture or for any consideration received on their disposal.

8.11 A statutory declaration by a Director or the Secretary that a share has been forfeited on a specified date shall be conclusive evidence of the facts stated in it as against all persons claiming to be entitled to the share and the declaration shall (subject to the execution of an instrument of transfer if necessary) constitute a good title to the share and the person to whom the share is disposed of shall not be bound to see to the application of the consideration, if any, nor shall his title to the share be affected by any irregularity in or invalidity of the proceedings in reference to the forfeiture or disposal of the share.

9 TRANSFER OF SHARES

9.1 Subject to these Articles (including the limitation on transfers of Class B Shares as set out in Article 5.5), any Member may transfer all or any of his shares by an instrument of transfer in the usual or common form or in a form prescribed by any Designated Stock Exchange or in any other form

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approved by the Board and may be under hand or, if the transferor or transferee is a Clearing House, by hand or by electronic signature or by such other manner of execution as the Board may approve from time to time. Without prejudice to the generality of the foregoing, title to listed shares of the Company may be evidenced and transferred in accordance with the laws applicable to and the rules and regulations of the Designated Stock Exchange on which such shares are listed.

9.2 The instrument of transfer shall be executed by or on behalf of the transferor and the transferee provided that the Board may dispense with the execution of the instrument of transfer by the transferee in any case which it thinks fit in its discretion to do so. Without prejudice to Article 9.1, the Board may also resolve, either generally or in any particular case, upon request by either the transferor or transferee, to accept mechanically executed transfers including, where applicable, in accordance with the laws and rules applicable to the Designated Stock Exchange. The transferor shall be deemed to remain the holder of the share until the name of the transferee is entered in the Register of Members in respect thereof. Nothing in these Articles shall preclude the Board from recognizing a renunciation of the allotment or provisional allotment of any share by the allottee in favour of some other person.

9.3 The Board may in its absolute discretion and without giving any reason therefor, refuse to register a transfer of any share:

(a) that is not fully paid up (as to both par value and any premium) to a person of whom it does not approve;

(b) issued under any Incentive Plan upon which a restriction on transfer imposed thereby still subsists;

(c) to more than four joint holders; or

(d) on which the Company has a lien.

9.4 Without limiting the generality of Article 9.3, the Board may also decline to recognise any instrument of transfer unless:

(a) a fee of such maximum sum as any Designated Stock Exchange may determine to be payable or such lesser sum as the Board may from time to time require is paid to the Company in respect thereof;

(b) the instrument of transfer is in respect of only one class of shares;

(c) the Shares are fully paid (as to both par value and any premium) and free of any lien;

(d) the instrument of transfer is lodged at the registered office or such other place at which the Register of Members is kept in accordance with the Law accompanied by any relevant share certificate(s), if any, and/or such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer (and, if the instrument of transfer is executed by some other person on his behalf, the authority of that person so to do); and

(e) if applicable, the instrument of transfer is duly and properly stamped.

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9.5 If the Directors refuse to register a transfer of a share, they shall within two (2) months after the date on which the transfer was lodged with the Company send to the transferee notice of the refusal.

9.6 The registration of transfers of shares or of any class of shares may, after compliance with any notice requirement of any Designated Stock Exchange, be suspended and the Register of Members be closed at such times and for such periods (not exceeding in the whole thirty (30) days in any year) as the Board may determine.

9.7 The Company shall be entitled to retain any instrument of transfer which is registered, but any instrument of transfer which the Directors refuse to register shall be returned to the person lodging it when notice of the refusal is given.

10 TRANSMISSION OF SHARES

10.1 If a Member dies, his personal representatives or his legal successor (where he was a sole holder) or the survivor of joint holders (in case of joint ownership) shall be the only persons recognised by the Company as having any title to his interest; but nothing in these Articles shall release the estate of a deceased Member from any liability in respect of any share which had been jointly held by him.

10.2 A person becoming entitled to a share in consequence of the death or bankruptcy of a Member may, upon such evidence being produced as the Directors may properly require, elect either to become the holder of the share or to have some person nominated by him registered as the transferee. If he elects to become the holder he shall give notice to the Company to that effect. If he elects to have another person registered he shall execute an instrument of transfer of the share to that person. All the Articles relating to the transfer of shares shall apply to the notice or instrument of transfer as if it were an instrument of transfer executed by the Member and the death or bankruptcy of the Member had not occurred.

10.3 A person becoming entitled to a share by reason of the death or bankruptcy of a Member shall have the rights to which he would be entitled if he were the holder of the share, except that he shall not, before being registered as the holder of the share, be entitled in respect of such share to attend or vote at any meeting of the Company or at any separate meeting of the holders of any class of shares in the Company.

10.4 If a holder of Class B Common Shares dies or becomes permanently disabled then such Class B Common Shares held at the time of death or permanent disability shall automatically convert to an equal number of Class A Common Shares in accordance with Article 5.5.

11 CHANGES OF CAPITAL

11.1 Subject to and in so far as permitted by the provisions of the Law and these Articles, the Company may from time to time by Ordinary Resolution alter or amend the Memorandum to:

(a) increase its share capital by such sum, to be divided into shares of such amount, as the resolution shall prescribe;

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(b) consolidate and divide all or any of its share capital into shares of larger amounts than its existing shares;

(c) convert all or any of its paid up shares into stock and reconvert that stock into paid up shares of any denomination;

(d) sub-divide its existing shares, or any of them, into shares of smaller amounts than is fixed by the Memorandum provided that in the subdivision, the proportion between the amount paid and the amount, if any, unpaid on each reduced share shall be the same as it was in the case of the share from which the reduced share is derived; and

(e) cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person, and diminish the amount of its share capital by the amount of the shares so cancelled.

11.2 For the avoidance of doubt, the Directors shall have the ability to issue shares within the authorised share capital of the Company thereby changing the issued share capital of the Company and no Ordinary Resolution shall be required for such issuances.

11.3 Except so far as otherwise provided by the conditions of issue, the new shares shall be subject to the same provisions with reference to the payment of calls, lien, transfer, transmission, forfeiture and otherwise as the shares in the original share capital.

11.4 Whenever as a result of a consolidation of shares any Members would become entitled to fractions of a share, the Directors may, on behalf of those Members, sell the shares representing the fractions for the best price reasonably obtainable to any person (including, subject to the provisions of the Law, the Company) and distribute the net proceeds of sale in due proportion among those Members, and the Directors may authorise some person to execute an instrument of transfer of the shares to, or in accordance with the directions of, the purchaser. The transferee shall not be bound to see to the application of the purchase money nor shall his title to the shares be affected by any irregularity in or invalidity of the proceedings in reference to the sale.

11.5 The Company may by Special Resolution reduce its share capital and any capital redemption reserve in any manner and with and subject to any incident, consent, order or other matter required by law.

12 REDEMPTION AND PURCHASE OF OWN SHARES

12.1 Subject to the provisions of the Law and these Articles, the Company may:

(a) issue shares on terms that they are to be redeemed or are liable to be redeemed at the option of the Company or the Member on such terms and in such manner as the Directors may, before the issue of shares, determine;

(b) purchase its own shares (including any redeemable shares) in such manner and on such terms as the Directors may determine and agree with the relevant Member; and

(c) make a payment in respect of the redemption or purchase of its own shares in any manner authorised by the Law, including out of capital.

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12.2 The Directors may, when making a payment in respect of the redemption or purchase of shares, if so authorised by the terms of issue of the shares (or otherwise by agreement with the holder of such shares) make such payment in cash or in specie (or partly in one and partly in the other).

12.3 Upon the date of redemption or purchase of a share, the holder shall cease to be entitled to any rights in respect thereof (excepting always the right to receive (i) the price therefor and (ii) any dividend which had been declared in respect thereof prior to such redemption or purchase being effected) and accordingly his name shall be removed from the Register of Members with respect thereto and the share shall be cancelled.

13 TREASURY SHARES

13.1 The Directors may, prior to the purchase, redemption or surrender of any Share, determine that such Share shall be held as a Treasury Share.

13.2 The Directors may determine to cancel a Treasury Share or transfer a Treasury Share on such terms as they think proper (including, without limitation, for nil consideration).

14 REGISTER OF MEMBERS

14.1 The Company shall maintain or cause to be maintained an overseas or local Register of Members in accordance with the Law.

14.2 The Directors may determine that the Company shall maintain one or more branch registers of Members in accordance with the Law. The Directors may also determine which Register of Members shall constitute the principal register and which shall constitute the branch register or registers, and to vary such determination from time to time.

15 CLOSING REGISTER OF MEMBERS OR FIXING RECORD DATE

15.1 For the purpose of determining Members entitled to notice of, or to vote at any meeting of Members or any adjournment thereof, or Members entitled to receive payment of any dividend or other distribution, or in order to make a determination of Members for any other purpose, the Directors may provide that the Register of Members shall be closed for transfers for a stated period which shall not in any case exceed thirty (30) days. If the Register shall be so closed for the purpose of determining those Members that are entitled to receive notice of, attend or vote at a meeting of Members, the Register shall be so closed for at least ten (10) clear days immediately preceding such meeting and the record date for such determination shall be the date of the closure of the Register.

15.2 In lieu of, or apart from, closing the Register of Members, the Directors may fix, in advance or in arrears, a date as the record date for any such determination of Members entitled to notice of, or to vote at any meeting of the Members or any adjournment thereof, or for the purpose of determining the Members entitled to receive payment of any dividend or other distribution, or in order to make a determination of Members for any other purpose, provided that such a record date shall not exceed forty (40) clear days prior to the date where the determination will be made.

15.3 If the Register of Members is not so closed and no record date is fixed for the determination of Members entitled to notice of, or to vote at, a meeting of Members or Members entitled to receive

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payment of a dividend or other distribution, the date on which notice of the meeting is sent or posted or the date on which the resolution of the Directors resolving to pay such dividend or other distribution is passed, as the case may be, shall be the record date for such determination of Members. When a determination of Members entitled to vote at any meeting of Members has been made as provided in this Article, such determination shall apply to any adjournment thereof.

16 GENERAL MEETINGS

16.1 An annual general meeting of the Company may at the discretion of the Board be held in the year in which these Articles were adopted and shall be held in each year thereafter at such time as determined by the Board and the Company may, but shall not (unless required by the Law) be obliged to, in each year hold any other general meeting.

16.2 The agenda of the annual general meeting shall be set by the Board and shall include the presentation of the Company’s annual accounts and the report of the Directors (if any).

16.3 Annual general meetings shall be held in such place as the Directors may determine from time to time.

16.4 All general meetings other than annual general meetings shall be called extraordinary general meetings and the Company shall specify the meeting as such in the notices calling it.

16.5 The Directors may, whenever they think fit, convene an extraordinary general meeting of the Company.

16.6 A Members’ requisition is a requisition of one or more members holding at the date of deposit of the requisition shares representing in the aggregate not less than one-third of the votes entitled to be cast at general meetings of the Company.

16.7 The Members’ requisition must state the objects of the meeting and must be signed by the requisitionists and deposited at the registered office, and may consist of several documents in like form each signed by one or more requisitionists.

16.8 If there are no Directors as at the date of the deposit of the Members’ requisition or if the Directors do not within fourteen (14) days from the date of the deposit of the Members’ requisition duly proceed to convene a general meeting to be held within a further fourteen (14) days, the requisitionists, or any of them representing more than one-half of the total voting rights of all of the requisitionists, may themselves convene a general meeting, but any meeting so convened shall be held no later than the day which falls three (3) months after the expiration of the first said fourteen (14) day period.

16.9 A general meeting convened as aforesaid by requisitionists shall be convened in as close to the same manner as possible as that in which general meetings are to be convened by Directors.

16.10 Save as set out in Articles 16.1 to 16.9, the Members have no right to propose resolutions to be considered or voted upon at annual general meetings or extraordinary general meetings of the Company.

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17 NOTICE OF GENERAL MEETINGS

17.1 Any general meeting, if and when called in accordance with Article 16, shall be called by at least 10 clear days’ notice in writing. Such notice shall be exclusive of the day on which it is served or deemed to be served and of the day for which it is given, and must specify the time, place and agenda of the meeting and particulars of the resolution(s) to be considered at that meeting and, in the case of special business, the general nature of that business. All business transacted at an extraordinary general meeting shall be deemed special business. All business shall also be deemed special business where it is transacted at an annual general meeting, with the exception of certain routine matters which shall be deemed ordinary business.

17.2 Such Notice may be served on a Member in accordance with Article 36 or in such other manner (if any) as may be prescribed by Ordinary Resolution, to such persons as are entitled to vote or may otherwise be entitled under these Articles to receive such notices from the Company; provided that a general meeting of the Company shall, whether or not the notice specified in this Article has been given and whether or not the provisions of the Articles regarding general meetings have been complied with, be deemed to have been duly convened if it is so agreed:

(a) in the case of an annual general meeting, by all of the Members entitled to attend and vote thereat; and

(b) in the case of an extraordinary general meeting, by Members having a right to attend and vote at the meeting, together holding not less than 75%, in par value of the Shares giving that right.

17.3 The accidental omission to give notice of a general meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings at that general meeting.

18 PROCEEDINGS AT GENERAL MEETINGS

18.1 No business shall be transacted at any meeting unless a quorum is present at the time when the meeting proceeds to business and continues to be present until the conclusion of the meeting. 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.

18.2 If a quorum is not present within half an hour from the time appointed for the meeting to commence or if during such a meeting a quorum ceases to be present, the meeting, if convened upon a Members’ requisition, shall be dissolved and in any other case it shall stand adjourned and shall reconvene on the same day in the next week at the same time and/or place or to such other day, time and/or place as the Directors may determine, and if at the reconvened meeting a quorum is not present within half an hour from the time appointed for the meeting to commence, the Members present shall be a quorum.

18.3 A person may participate in a general meeting by conference telephone or other communications equipment by means of which all the persons participating in the meeting can communicate with each other at the same time. Participation by a Member in a meeting in this manner is treated as presence in person at that meeting and is counted in a quorum and entitled to vote.

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18.4 The Chairman or in his absence the Vice-Chairman (if any) shall preside as chairman of the meeting, but if neither the Chairman nor such Vice-Chairman (if any) is present within fifteen (15) minutes after the time appointed for holding the meeting and willing to act, the Directors present shall elect one of their number to be chairman and, if there is only one Director present and willing to act, he shall be chairman. If no Director is willing to act as chairman, or if no Director is present within fifteen (15) minutes after the time appointed for holding the meeting, then such meeting shall be adjourned for a one week period and shall be held in the following week on the same day at the same time and place. If at the adjournment of the meeting the Chairman or in his absence the Vice-Chairman (if any) or in their absence a Director is not willing to act as chairman, or if no Director is present within fifteen (15) minutes after the time appointed for holding the meeting, then such meeting shall be cancelled. For the avoidance of doubt, only a director may serve as the chairman of the meeting.

18.5 The order of business at each such meeting shall be as determined by the chairman of the meeting. The chairman of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts and things as are necessary or desirable for the proper conduct of the meeting, including, without limitation, the establishment of procedures for the maintenance of order and safety, limitations on the time allotted to questions or comments on the affairs of the Company, restrictions on entry to such meeting after the time prescribed for the commencement thereof, and the opening and closing of the polls. The chairman of the meeting shall announce at each such meeting the date and time of the opening and the closing of the polls for each matter upon which the Members will vote at such meeting.

18.6 A Director shall, notwithstanding that he is not a Member, be entitled to attend and speak at any general meeting and at any separate meeting of the holders of any class of shares in the Company.

18.7 The chairman of the meeting may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than business which might properly have been transacted at the meeting had the adjournment not taken place. When a meeting is adjourned for fourteen (14) days or more, at least seven (7) clear days’ notice shall be given in the manner herein provided, including, but not limited to, as described in Article 36, specifying the time and place of the adjourned meeting and the general nature of the business to be transacted. Otherwise it shall not be necessary to give any such notice.

18.8 At each meeting of the Members, all corporate actions, including the election of Directors to be taken by vote of the Members (except as otherwise required by applicable law and except as otherwise provided in these Articles) shall be authorised by Ordinary Resolution. Where a separate vote by a class or classes or series is required, save as provided in Article 4.11(a), the affirmative vote of the majority of Shares of such class or classes or series present in person or represented by proxy at the meeting and voting shall be the act of such class or series (unless provided otherwise in the resolutions providing for the issuance of such class or series).

18.9 At any general meeting a resolution put to the vote of the meeting shall be decided on a poll.

18.10 A poll shall be taken in such manner as the chairman directs and he may appoint scrutineers (who need not be Members) and fix a place and time for declaring the result of the poll. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was taken.

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18.11 In the case of equality of votes, the chairman of the meeting shall be entitled to a casting vote in addition to any other vote he may have.

18.12 If for so long as the Company has only one Member:

(a) in relation to a general meeting, the sole Member or a proxy for that Member or (if the Member is a corporation) a duly authorised representative of that Member is a quorum and Article 18.1 is modified accordingly;

(b) the sole Member may agree that any general meeting be called by shorter notice than that provided for by the Articles; and

(c) all other provisions of the Articles apply with any necessary modification (unless the provision expressly provides otherwise).

19 VOTES OF MEMBERS

19.1 Subject to any special rights, restrictions or privileges as to voting for the time being attached to any class or classes of shares at any general meeting (including without limitation the enhanced voting rights attaching to Class B Common Shares provided for in Article 5) on a poll every Member present in person or by proxy or, in the case of a Member being a corporation, by its duly authorized representative shall have one vote for every share which is fully paid or credited as fully paid registered in his or her name in the Register of Members (and for the avoidance of doubt each Class B Common Share shall entitle the holder to 10 votes on all matters subject to a vote at general meetings of the Company).

19.2 At any general meeting, a resolution put to the vote of the meeting is to be decided by poll save that the chairman of the meeting may, pursuant to the listing rules of any Designated Stock Exchange, allow a resolution to be voted on by a show of hands. Where a show of hands is allowed, before or on the declaration of the result of the show of hands, a poll may be demanded by (in each case by Members present in person or by proxy or by a duly authorized corporate representative):

(a) at least 2 Members;

(b) any Member or Members representing not less than one-tenth of the total voting rights of all the Members having the right to vote at the meeting; or

(c) a Member or Members holding shares conferring a right to vote at the meeting on which an aggregate sum has been paid equal to not less than one-tenth of the total sum paid up on all the shares conferring that right.

19.3 In the case of joint holders, the vote of the senior joint holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders; and seniority shall be determined by the order in which the names of the holders stand in the Register of Members.

19.4 A Member in respect of whom an order has been made by any court having jurisdiction (whether in the Islands or elsewhere) in matters concerning mental disorder may vote, by his receiver,

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curator bonis or other person authorised in that behalf appointed by that court, and any such receiver, curator bonis or other person may vote by proxy. Evidence to the satisfaction of the Directors of the authority of the person claiming to exercise the right to vote shall be received at the registered office of the Company, or at such other place as is specified in accordance with these Articles for the deposit or delivery of forms of appointment of a proxy, or in any other manner specified in these Articles for the appointment of a proxy, not less than forty-eight (48) hours before the time appointed for holding the meeting or adjourned meeting at which the right to vote is to be exercised and in default the right to vote shall not be exercisable.

19.5 Where the Company has knowledge that any Member is, under the listing rules of any Designated Stock Exchange, required to abstain from voting on any particular resolution or restricted to voting only for or only against any particular resolution, any votes cast by or on behalf of such Member in contravention of such requirement or restriction shall not be counted.

19.6 No Member shall, unless the Directors otherwise determine, be entitled to vote at any general meeting or at any separate meeting of the holders of any class of shares in the Company, either in person or by proxy or by a corporate representative, in respect of any share held by him unless all moneys presently payable by him in respect of that share have been paid.

19.7 No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is tendered, and every vote not disallowed at the meeting shall be valid. Any objection made in due time shall be referred to the chairman of the meeting whose decision shall be final and conclusive.

19.8 Votes may be given either personally or by proxy. Deposit or delivery of a form of appointment of a proxy does not preclude a Member from attending and voting at the meeting or at any adjournment of it, save that only the Member or his proxy may cast a vote.

19.9 A Member entitled to more than one vote need not, if he votes, use all his votes or cast all votes he uses the same way.

19.10 The instrument appointing a proxy shall be in writing under the hand of the appointor or of his or her attorney duly authorized in writing, or if the appointor is a corporation, either under seal or under the hand of a duly authorized officer or attorney. Every instrument of proxy, whether for a specified meeting or otherwise, shall be in such form as the Board may from time to time approve, provided that it shall not preclude the use of the two-way form. Any form issued to a Member for appointing a proxy to attend and vote at an extraordinary general meeting or at an annual general meeting at which any business is to be transacted shall be such as to enable the Member, according to his or her intentions, to instruct the proxy to vote in favour of or against (or, in default of instructions, to exercise his or her discretion in respect of) each resolution dealing with any such business.

19.11 Subject to the Law, the Directors may accept the appointment of a proxy received in an electronic communication at an address specified for such purpose, on such terms and subject to such conditions as they consider fit. The Directors may require the production of any evidence which they consider necessary to determine the validity of any appointment pursuant to Article 19.10.

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19.12 Subject to Article 19.13 below, the form of appointment of a proxy and any authority under which it is executed or a copy of such authority certified notarially or in some other way approved by the Directors may:

(a) in the case of an instrument in writing, be left at or sent by post to the registered office of the Company or such other place within the Islands or elsewhere as is specified in the notice convening the meeting or in any form of appointment of proxy sent out by the Company in relation to the meeting at any time before the time for holding the meeting or adjourned meeting at which the person named in the form of appointment of proxy proposes to vote;

(b) in the case of an appointment of a proxy contained in an electronic communication, where an address has been specified by or on behalf of the Company for the purpose of receiving electronic communications:

(i) in the notice convening the meeting; or

(ii) in any form of appointment of a proxy sent out by the Company in relation to the meeting; or

(iii) in any invitation contained in an electronic communication to appoint a proxy issued by the Company in relation to the meeting;

be received at such address at any time before the time for holding the meeting or adjourned meeting at which the person named in the form of appointment of proxy proposes to vote;

(c) in the case of a poll taken more than forty-eight (48) hours after it is demanded, be deposited or delivered as required by paragraphs (a) or (b) of this Article after the poll has been demanded and at any time before the time appointed for the taking of the poll; or

(d) where the poll is taken immediately but is taken not more than forty-eight (48) hours after it was demanded, be delivered at the meeting at which the poll was demanded to the chairman of the meeting or to the secretary or to any Director;

and a form of appointment of proxy which is not deposited or delivered in accordance with this Article or Article 19.13 is invalid.

19.13 Notwithstanding Article 19.12 above, the Directors may by way of note to or in any document accompanying the notice of a general meeting (or adjourned meeting) fix the latest time by which the appointment of a proxy must be communicated to or received by the Company (being not more than 48 hours before the relevant meeting).

19.14 A vote or poll demanded by proxy or by the duly authorised representative of a corporation shall be valid notwithstanding the previous determination of the authority of the person voting or demanding a poll unless notice of the determination was received by the Company at the registered office of the Company or, in the case of a proxy, any other place specified for delivery or receipt of the form of appointment of proxy or, where the appointment of a proxy was contained in an electronic communication, at the address at which the form of appointment was

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received, before the commencement of the meeting or adjourned meeting at which the vote is given or the poll demanded or (in the case of a poll taken otherwise than on the same day as the meeting or adjourned meeting) the time appointed for taking the poll.

19.15 Any corporation or other non-natural person which is a Member of the Company may in accordance with its constitutional documents, or, in the absence of such provision, by resolution of its directors or other governing body, authorise such person as it thinks fit to act as its representative at any meeting of the Company or of any class of Members, and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation which he represents as the corporation could exercise if it were an individual Member.

19.16 If a Clearing House (or its nominee(s)) or depositary (or its nominee(s)) is a Member of the Company, it may, by resolution of its directors or other governing body or by power of attorney, authorise such Person(s) as it thinks fit to act as its representative(s) at any general meeting of the Company or of any class of shareholders of the Company, provided that, if more than one Person is so authorised, the authorisation shall specify the number and class of shares in respect of which such Person is so authorised. A Person so authorised pursuant to this Article shall be entitled to exercise the same powers on behalf of the recognised Clearing House (or its nominee(s)) or depositary (or its nominee(s)) which he represents as that recognised Clearing House (or its nominee(s)) or depositary (or its nominee(s)) could exercise if it were an individual Member holding the number and class of share specified in such authorisation.

20 NUMBER OF DIRECTORS AND CHAIRMAN

20.1 Subject to Article 21.4, the Board will be composed of 4 to 11 Directors, with the number being determined by a majority of the Directors then in office may determine from time to time, provided that, unless otherwise determined by the Members acting by Special Resolution, the Board shall consist of not less than 4 Directors and not more than 11 Directors.

20.2 The Board shall have a Chairman elected and appointed by the Directors. The Directors may also elect a Vice Chairman to act in the absence of the Chairman at Board meetings. The period for which the Chairman and/or the Vice-Chairman shall hold office shall be determined by the Directors. The Chairman shall preside as chairman at every meeting of the Board at which he is present. Where the Chairman is not present at a meeting of the Board, the Vice-Chairman (if any) shall act as chairman, or in his absence, the attending Directors may choose one Director to be the chairman of the meeting.

21 APPOINTMENT, DISQUALIFICATION AND REMOVAL OF DIRECTORS

21.1 Save as provided in Article 21.3, Directors shall be elected by an Ordinary Resolution of Members. Persons proposed by the Board for election at a general meeting of the Company shall be nominated only and after consultation with the Nominating and Corporate Governance Committee (if such committee is established).

21.2 Each Director shall hold office for such specified term, if any, as the resolution appointing him may determine or until his vacation of office as a Director or the Director’s removal in accordance with these Articles notwithstanding any agreement between the Company and such Director. Directors are eligible for re-election.

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21.3 Subject to Article 21.2, any vacancies on the Board arising other than upon the removal of a Director in accordance with Article 21.8 can be filled by the remaining Director(s) (notwithstanding that the remaining Director(s) may constitute fewer than the number of Directors required by Article 20.1 or fewer than is required for a quorum pursuant to Article 28.1). Any such appointment shall be as an interim Director to fill such vacancy until the appointment of a new Director or at the next annual general meeting of Members (and such appointment shall terminate at the commencement of the annual general meeting) whichever takes effect first.

21.4 Additional Board members may be appointed to the existing Board (subject to the maximum provided for in Article 20.1 above) by Ordinary Resolution.

21.5 There is no age limit for Directors of the Company.

21.6 No shareholding qualification shall be required for a Director. A Director who is not a Member shall nevertheless be entitled to receive notice of and to attend and speak at general meetings of the Company.

21.7 While any shares of the Company are admitted to trading on a Designated Stock Exchange, the Board must at all times comply with the residency and citizenship requirements of securities laws of the United States applicable to foreign private issuers and shall at no time have a majority of Directors who are U.S. Persons. Notwithstanding any other provision in these Articles, no appointment or election of a U.S. Person as a Director shall be permitted if such appointment or election would have the effect of creating a majority of Directors who are U.S. Persons, and any such appointment or election shall be disregarded for all purposes.

21.8 Directors may be removed (with or without cause) by Ordinary Resolution of Members. The notice of general meeting must contain a statement of the intention to remove the Director and must be served on the Director not less than ten (10) calendar days before the meeting. The director is entitled to attend the meeting and be heard on the motion for his removal.

21.9 The office of a Director shall be vacated automatically if:

(a) he or she becomes prohibited by law from being a Director;

(b) he or she becomes bankrupt or makes any arrangement or composition with his creditors generally;

(c) he or she dies or is, in the opinion of all his co-Directors, incapable by reason of mental disorder of discharging his duties as Director;

(d) he or she resigns his or her office by notice to the Company; or

(e) he or she has for more than six (6) months been absent without permission of the Directors from meetings of Directors held during that period and the remaining Directors resolve that his or her office be vacated.

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22 ALTERNATE DIRECTORS

22.1 Any Director (but not an alternate Director) may by writing appoint any other Director, or any other person willing to act, to be an alternate Director and by writing may remove from office an alternate Director so appointed by him.

22.2 An alternate Director shall be entitled to receive notice of all meetings of Directors and of all meetings of committees of Directors of which his appointor is a member, to attend and vote at every such meeting at which the Director appointing him is not personally present, to sign any written resolution of the Directors (in place of his appointor) and generally to perform all the functions of his appointor as a Director in his absence.

22.3 An alternate Director shall cease to be an alternate Director if his appointor ceases to be a Director.

22.4 Any appointment or removal of an alternate Director shall be by written notice to the Company at its registered office, signed by the Director making or revoking the appointment, or in any other manner approved by the Directors.

22.5 Subject to the provisions of these Articles, an alternate Director shall be deemed for all purposes to be a Director and shall alone be responsible for his own acts and defaults and shall not be deemed to be the agent of the Director appointing him.

23 POWERS OF DIRECTORS

23.1 Subject to the provisions of the Law, to the Memorandum and the Articles, to any directions given by Ordinary Resolution or Special Resolution and to the listing rules of any Designated Stock Exchange, the business and affairs of the Company will be managed by, or under the direction or supervision of, the Board. The Directors may exercise all the powers of the Company. No alteration of the Memorandum or Articles and no such direction shall invalidate any prior act of the Directors which would have been valid if that alteration had not been made or that direction had not been given. The powers given by this Article shall not be limited by any special power given to the Directors by the Articles and a meeting of Directors at which a quorum is present may exercise all powers exercisable by the Directors.

23.2 The Board may exercise all the powers of the Company to raise capital or borrow money and to mortgage or charge all or any part of the undertaking, property and assets (present and future) and uncalled capital of the Company and, subject to the Law, to issue debentures, bonds and other securities, whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party.

24 DELEGATION OF DIRECTORS’ POWERS

24.1 Subject to these Articles, the Directors may from time to time appoint any Person, whether or not a director of the Company, to hold such office in the Company as the Directors may think necessary for the administration of the Company, including without prejudice to the foregoing generality, the offices of chief executive officer, chief operating officer and chief financial officer, one or more vice presidents, managers or controllers, and for such term and at such remuneration (whether by way of salary or commission or participation in profits or partly in one way and partly in another) and with such powers and duties as the Directors may think fit.

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24.2 Without limiting the generality of Article 24.1, the Directors may appoint one or more of their body to the office of managing Director or to any other executive office under the Company, and the Company may enter into an agreement or arrangement with any Director for his/her employment, subject to applicable law and any listing rules of the SEC or any Designated Stock Exchange, or for the provision by him of any services outside the scope of the ordinary duties of a Director. Any such appointment, agreement or arrangement may be made upon such terms as the Directors determine and they may remunerate any such Director for his services as they think fit. Any appointment of a Director to an executive office shall terminate automatically if he ceases to be a Director but without prejudice to any claim to damages for breach of the contract of service between the Director and the Company.

24.3 The Directors may, by power of attorney or otherwise, appoint any person to be the agent of the Company for such purposes and on such conditions as they determine, including authority for the agent to delegate all or any of his powers.

24.4 Subject to applicable law and the listing rules of any Designated Stock Exchange, the Directors may delegate any of their powers to any committee (including, without limitation, an Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee), consisting of one or more Directors. They may also delegate to any executive officer or committee of executive officers such of their powers as they consider desirable to be exercised by him or them. Any such delegation may be made subject to any conditions the Directors may impose, and either collaterally with or to the exclusion of its own powers and may be revoked or altered. Subject to any such conditions, the proceedings of a committee with two or more members shall be governed by the provisions of the Articles regulating the proceedings of Directors so far as they are capable of applying. Where a provision of the Articles refers to the exercise of a power, authority or discretion by the Directors and that power, authority or discretion has been delegated by the Directors to a committee, the provision shall be construed as permitting the exercise of the power, authority or discretion by the committee.

24.5 Without limiting the generality of Article 24.4, the Board shall establish a permanent Audit Committee and may establish a Compensation Committee and a Nominating and Corporate Governance Committee and, where such committees are established, the Board may adopt formal written charters for such committees and, if so, shall review and assess the adequacy of such formal written charters on an annual basis. Each of these committees shall be empowered to do all things necessary to exercise the rights of such committee set forth in these Articles and shall have powers as the Board may delegate pursuant to Article 24.4 and as required by the rules of the Designated Stock Exchange or applicable law. Each of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee, if established, shall consist of such number of directors as the Board shall from time to time determine (or such minimum number as may be required from time to time by any Designated Stock Exchange). For so long as any class of Shares is listed on a Designated Stock Exchange, the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee shall be made up of such number of Independent Directors as is required from time to time by the rules of the Designated Stock Exchange or otherwise required by applicable law.

24.6 At least 1 member of the Audit Committee will be an audit committee financial expert as determined by the rules adopted by the Designated Stock Exchange. Such financial expert shall have a special past employment experience in finance or accounting, requisite professional certification in accounting, or any other comparable experience or background which results in the individual’s financial sophistication.

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25 REMUNERATION AND EXPENSES OF DIRECTORS

25.1 The Directors shall be entitled to receive, as ordinary remuneration for their services, such sums as shall from time to time be determined by the Board and, unless otherwise determined, the remuneration shall be deemed to accrue from day to day. If established, the Compensation Committee will assist the Board in reviewing and approving compensation decisions. The Directors shall also be entitled to be repaid all expenses reasonably incurred by them in attending any Board meetings, committee meetings or general meetings or otherwise in connection with the discharge of their duties as Directors. Such remuneration shall be in addition to any other remuneration to which a Director who holds any salaried employment or office with the Company may be entitled by reason of such employment or office.

25.2 Members of the Audit Committee may be paid annual compensation in the form of a fixed salary in such amount as the Board may determine.

25.3 Any Director who, at the request of the Company, performs services which in the opinion of the Board go beyond the ordinary duties of a Director may be paid such special or extra remuneration as the Board may determine, in addition to or in substitution for any ordinary remuneration as a Director.

26 DIRECTORS’ GRATUITIES AND PENSIONS

26.1 The Directors may cause the Company to provide benefits, whether by the payment of gratuities or pensions or by insurance or otherwise, for any existing Director or any Director who has held but no longer holds any executive office or employment with the Company or with any body corporate which is or has been a subsidiary of the Company or a predecessor in business of the Company or of any such subsidiary, and for any member of his family (including a spouse and a former spouse) or any person who is or was dependent on him, and may (as well before as after he ceases to hold such office or employment) contribute to any fund and pay premiums for the purchase or provision of any such benefit.

27 DIRECTORS’ INTERESTS

27.1 Subject to the Law and listing rules of any Designated Stock Exchange, if a Director has disclosed to the other Directors the nature and extent of any direct or indirect interest which the Director has in any transaction or arrangement with the Company, a Director notwithstanding his office:

(a) may be a party to or otherwise interested in any transaction or arrangement with the Company or in which the Company is otherwise interested;

(b) may be a Director or other officer of, or employed by, or a party to any transaction or arrangement with, or otherwise interested in, any body corporate promoted by the Company or in which the Company is otherwise interested; and

(c) shall not by reason of his office be accountable to the Company for any benefit which he derives from any such office or employment or from any such transaction or arrangement or from any interest in any such body corporate and no such transaction or arrangement shall be liable to be avoided on the ground of any such interest or benefit.

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27.2 For the purposes of Article 27.1:

(a) a general notice given to the Directors to the effect that (1) a Director is a member or officer of a specified company or firm and is to be regarded as having an interest in any transaction or arrangement which may after the date of the notice be made with that company or firm; or (2) a Director is to be regarded as interested in any transaction or arrangement which may after the date of the notice be made with a specified person who is connected with him or her shall be deemed to be a sufficient disclosure that the Director has an interest of the nature and extent so specified; and

(b) an interest of which a Director has no knowledge and of which it is unreasonable to expect him to have knowledge shall not be treated as an interest of his.

27.3 A Director must disclose any direct or indirect interest in any transaction or arrangement with the Company, and following a declaration being made pursuant to the Articles, subject to any separate requirement for Audit Committee approval under applicable law or the listing rules of any Designated Stock Exchange, and unless disqualified by the chairman of the relevant meeting, a Director may vote in respect of any such transaction or arrangement in which such Director is interested and may be counted in the quorum at such meeting.

27.4 Notwithstanding the foregoing, no Independent Director and with respect of whom the Board has determined constitutes an Independent Director for purposes of compliance with applicable law or the Company’s listing requirements, shall without the consent of the Audit Committee take any of the foregoing actions or any other action that would reasonably be likely to affect such Director’s status as an Independent Director of the Company.

28 PROCEEDINGS OF DIRECTORS

28.1 The quorum for the transaction of the business of the Directors shall be a simple majority of the Directors then in office (subject to there being a minimum of 2 Directors present). A person who holds office as an alternate Director shall, if his appointor is not present, be counted in the quorum. A Director who also acts as an alternate Director shall, if his appointor is not present, count twice towards the quorum, but one such Director shall not constitute a quorum on his own.

28.2 Subject to the provisions of the Articles, the Directors may regulate their proceedings as they determine is appropriate. Questions arising at any meeting shall be decided by a majority of votes. In the case of an equality of votes, the Chairman shall have a second or casting vote. In the absence of the Chairman, the Vice-Chairman shall have a second or casting vote. In the absence of both Chairman and Vice-Chairman, no director shall have a second or casting vote and in the event of a tie a new meeting shall be convened. A Director who is also an alternate Director shall be entitled in the absence of his appointor to a separate vote on behalf of his appointor in addition to his own vote.

28.3 Meetings of the Directors shall be held at least once every calendar quarter and shall take place at such place as the Directors may determine from time to time.

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28.4 A person may participate in a meeting of the Directors or any committee of Directors by conference telephone or other communications equipment by means of which all the persons participating in the meeting can communicate with each other at the same time. Participation by a person in a meeting in this manner is treated as presence in person at that meeting and is counted in a quorum and entitled to vote.

28.5 A resolution in writing (in one or more counterparts) signed by all the Directors or all the members of a committee of the Directors (an alternate Director being entitled to sign such a resolution on behalf of his appointor and if such alternate Director is also a Director, being entitled to sign such resolution both on behalf of his appointor and in his capacity as a Director) shall be as valid and effective as if it had been passed at a meeting of the Directors, or committee of Directors as the case may be, duly convened and held. Unless otherwise provided by its terms, such a resolution shall be effective from the date and time of the last signature.

28.6 A Director or alternate Director may, and another officer of the Company on the direction of a Director or alternate Director shall, call a meeting of the Directors by at least five (5) clear days’ notice in writing to every Director and alternate Director which notice shall set forth the general nature of the business to be considered unless notice is waived by all the Directors (or their alternates) either at, before or after the meeting is held. To any such notice of a meeting of the Directors all the provisions of the Articles relating to the giving of notices by the Company to the Members shall apply mutatis mutandis.

28.7 Notwithstanding Article 28.6, if all Directors so agree to the meeting, the Chairman or in his absence the Vice-Chairman (if any) or in their absence any Director or alternate Director may, or other officer of the Company on the direction of a Director or alternate Director may, call a meeting of the Directors on shorter notice than is provided for in Article 28.6 by notice in writing to every Director and alternate Director, which notice shall set forth the general nature of the business to be considered.

28.8 The continuing Directors (or a sole continuing Director, as the case may be) may act notwithstanding any vacancy in their body, but if and so long as their number is reduced below the number fixed by or pursuant to the Articles as the necessary quorum of Directors, the continuing Directors or Director may act for the purpose of increasing the number of Directors to be equal to such fixed number, or of summoning a general meeting of the Company, but for no other purpose.

28.9 All acts done by any meeting of the Directors or of a committee of the Directors (including any person acting as an alternate Director) shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any Director or alternate Director, and/or that they or any of them were disqualified, and/or had vacated their office and/or were not entitled to vote, be as valid as if every such person had been duly appointed and/or not disqualified to be a Director or alternate Director and/or had not vacated their office and/or had been entitled to vote, as the case may be.

28.10 A Director who is present at a meeting of the Directors at which action on any Company matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent from such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by electronic mail to the Company immediately after the conclusion of the meeting and such notice to be received by the Company within twenty four hours. Such right to dissent shall not apply to a Director who voted in favour of such action.

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29 SECRETARY AND OTHER OFFICERS

29.1 The Directors may by resolution appoint a Secretary and may by resolution also appoint such other officers as may from time to time be required upon such terms as to the duration of office, remuneration and otherwise as they may think fit PROVIDED THAT, the Directors may only appoint persons as directors of the Company in accordance with Article 21.3. Such Secretary or other officers need not be Directors and in the case of the other officers may be ascribed such titles as the Directors may determine. The Directors may by resolution remove from that position any Secretary or other officer appointed pursuant to this Article.

30 MINUTES

30.1 The Directors shall cause minutes to be made in books kept for the purposes of recording:

(a) all appointments of officers made by the Directors; and

(b) all resolutions and proceedings of meetings of the Company, of the holders of any class of shares in the Company and of the Directors and of committees of Directors, including the names of the Directors present at each such meeting.

31 SEAL

31.1 The Company may, if the Directors so determine, have a Seal. The Seal shall only be used by the authority of the Directors or of a committee of Directors authorised by the Directors. The Directors may determine who shall sign any instrument to which the Seal is affixed, and unless otherwise so determined every such instrument shall be signed by a Director or by such other person as the Directors may authorise.

31.2 The Company may have for use in any place or places outside the Islands a duplicate Seal or Seals, each of which shall be a reproduction of the Seal of the Company and, if the Directors so determine, shall have added on its face the name of every place where it is to be used.

31.3 The Directors may by resolution determine (i) that any signature required by this Article need not be manual but may be affixed by some other method or system of reproduction or mechanical or electronic signature and/or (ii) that any document may bear a printed reproduction of the Seal in lieu of affixing the Seal thereto.

31.4 No document or deed otherwise duly executed and delivered by or on behalf of the Company shall be regarded as invalid merely because at the date of the delivery of the deed or document, the Director, Secretary or other officer or person who shall have executed the same or affixed the Seal thereto, as the case may be, for and on behalf of the Company shall have ceased to hold such office and authority on behalf of the Company.

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32 DIVIDENDS

32.1 Subject to any rights and restrictions for the time being attached to any shares, the Directors may from time to time declare dividends (including interim dividends) and other distributions on shares in issue and authorize payment of the same out of the funds of the Company lawfully available therefor, but no dividend shall exceed the amount recommended by the Directors.

32.2 Subject to the provisions of the Law, the Directors may declare dividends in accordance with the respective rights of the Members and authorise payment of the same out of the funds of the Company lawfully available therefor. If at any time the share capital is divided into different classes of shares, the Directors may pay dividends on shares which confer deferred or non-preferred rights with regard to dividends as well as on shares which confer preferential rights with regard to dividends, but no dividend shall be paid on shares carrying deferred or non-preferred rights if, at the time of payment, any preferential dividend is in arrears. The Directors may also pay at intervals settled by them any dividend payable at a fixed rate if it appears that there are sufficient funds of the Company lawfully available for distribution to justify the payment. Provided the Directors act in good faith they shall not incur any liability to the holders of shares conferring preferred rights for any loss they may suffer by the lawful payment of a dividend on any shares having deferred or non-preferred rights.

32.3 The Directors may, before recommending or declaring any dividend, set aside out of the funds legally available for distribution such sums as they think proper as a reserve or reserves which shall, at the discretion of the Directors, be applicable for meeting contingencies, or for equalising dividends or for any other purpose to which those funds may be properly applied and pending such application may, at the like discretion, either be employed in the business of the Company or be invested in such investments (other than shares in the capital of the Company) as the Directors may from time to time think fit.

32.4 Except as otherwise provided by the rights attached to shares and subject to Article 15, all dividends shall be paid in proportion to the number of shares a Member holds as of the date the dividend is declared; save that (a) if any share is issued on terms providing that it shall rank for dividend as from a particular date, that share shall rank for dividend accordingly; and (b) where the Company has shares in issue which are not fully paid up (as to par value) the Company may pay dividends in proportion to the amount paid up on each share.

32.5 The Directors may deduct from a dividend or other amounts payable to a person in respect of a share any amounts due from him to the Company on account of a call or otherwise in relation to a share.

32.6 Any Ordinary Resolution or Directors’ resolution declaring a dividend may direct that it shall be satisfied wholly or partly by the distribution of assets and, where any difficulty arises in regard to such distribution, the Directors may settle the same and in particular may issue fractional certificates and fix the value for distribution of any assets and may determine that cash shall be paid to any Member upon the footing of the value so fixed in order to adjust the rights of Members and may vest any assets in trustees.

32.7 Any dividend or other moneys payable on or in respect of a share may be paid by cheque sent by post to the registered address of the person entitled or, if two or more persons are the holders of the share or are jointly entitled to it by reason of the death or bankruptcy of the holder, to the

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registered address of that one of those persons who is first named in the Register of Members or to such person and to such address as the person or persons entitled may in writing direct. Subject to any applicable law or regulations, every cheque shall be made payable to the order of the person or persons entitled or to such other person as the person or persons entitled may in writing direct and payment of the cheque shall be a good discharge to the Company. Any joint holder or other person jointly entitled to a share as aforesaid may give receipts for any dividend or other moneys payable in respect of the share.

32.8 No dividend or other moneys payable in respect of a share shall bear interest against the Company unless otherwise provided by the rights attached to the share.

32.9 Any dividend which has remained unclaimed for six years from the date when it became due for payment shall, if the Directors so resolve, be forfeited and cease to remain owing by the Company.

33 FINANCIAL YEAR, ACCOUNTING RECORDS AND AUDIT

33.1 Unless the Directors otherwise prescribe, the financial year of the Company shall end on 31 December in each year and shall begin on 1 January each year.

33.2 The Board shall cause proper books of account to be kept of the sums of money received and expended by the Company, and of the Company’s assets and liabilities and of all other matters required by the Companies Law (which include all sales and purchases of goods by the company) necessary to give a true and fair view of the state of the Company’s affairs and to show and explain the Company’s transactions.

33.3 The books of account relating to the Company’s affairs shall be kept in such manner as may be determined from time to time by the Directors. The books of account shall be kept at the registered office or at such other place or places as the Directors think fit, and shall always be open to the inspection of the Directors.

33.4 No Member shall be entitled to require discovery of or any information with respect to any detail of the Company’s trading or any matter which is or may be in the nature of a trade secret or secret process which may relate to the conduct of the business of the Company and which in the opinion of the Directors it will be inexpedient in the interests of the Members of the Company to communicate to the public.

33.5 The Directors may from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books and corporate records of the Company or any of them shall be open to the inspection of Members not being Directors, and no Member (not being a Director) shall have any right of inspecting any account or book or document of the Company except as conferred by applicable law, the listing rules of any Designated Stock Exchange or authorised by the Directors.

33.6 Subject to Articles 33.5, and 33.7 a printed copy of the Directors’ report, if any, accompanied by the consolidated statements of financial position, profit or loss, comprehensive income (loss), cash flows and changes in shareholders’ equity, including every document required by the Law to be annexed thereto, made up to the end of the applicable financial year, shall be sent to the Members before the date of the general meeting and laid before the Company at the annual general meeting held in accordance with Article 16.2, provided that this Article 33.6 shall not require a copy of those documents to be sent to any person whose address the Company is not aware of or to more than one of the joint holders of any shares.

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33.7 The requirement to send to a person referred to in Article 33.6 the documents referred to in that Article shall be deemed satisfied where, in accordance with all applicable laws, rules and regulations, including, without limitation, the rules of any Designated Stock Exchange, the Company publishes copies of the documents referred to in Article 33.6 on the Company’s Website, transmits it to SEC’s website or in any other permitted manner (including by sending any other form of electronic communication), and that person has agreed or is deemed by the Company to have agreed to treat the publication or receipt of such documents in such manner as discharging the Company’s obligation to send to him a copy of such documents.

33.8 Subject to applicable law and to the rules of any Designated Stock Exchange, the accounts relating to the Company’s affairs shall be audited in such manner as may be determined from time to time by the Directors.

33.9 The Directors, having considered the recommendations of the Audit Committee, shall appoint an auditor of the Company who shall hold office until removed from office by a resolution of the Board, and shall fix his or their remuneration.

33.10 Every auditor of the Company shall have a right of access at all times to the books and accounts of the Company and shall be entitled to require from the Directors and officers of the Company such information and explanation as may be necessary for the performance of the duties of the auditors.

34 CAPITALISATION OF PROFITS

34.1 The Directors may:

(a) subject as provided in this Article, resolve to capitalize any undivided profits of the Company not required for paying any preferential dividend (whether or not they are available for distribution) or any sum standing to the credit of the Company’s share premium account or capital redemption reserve;

(b) appropriate the sum resolved to be capitalised to the Members who would have been entitled to it if it were distributed by way of dividend and in the same proportions and apply such sum on their behalf either in or towards paying up the amounts, if any, for the time being unpaid on any shares held by them respectively, or in paying up in full unissued shares or debentures of the Company of a nominal amount equal to such sum, and allot the shares or debentures credited as fully paid to those Members, or as they may direct, in those proportions, or partly in one way and partly in the other, provided that on any such capitalization holders of Class A Common Shares shall receive Class A Common Shares (or rights to acquire Class A Common Shares, as the case may be) and holders of Class B Common Shares shall receive Class B Common Shares (or rights to acquire Class B Common Shares, as the case may be);

(c) resolve that any shares so allotted to any Member in respect of a holding by him of any partly-paid shares rank for dividend, so long as such shares remain partly paid, only to the extent that such partly paid shares rank for dividend;

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(d) make such provision by the issue of fractional certificates or by payment in cash or otherwise as they determine in the case of shares or debentures becoming distributable under this Article in fractions; and

(e) authorise any person to enter on behalf of all the Members concerned into an agreement with the Company providing for the allotment to them respectively, credited as fully paid, of any shares or debentures to which they may be entitled upon such capitalization, any agreement made under such authority being binding on all such Members.

35 SHARE PREMIUM ACCOUNT

35.1 The Directors shall in accordance with Section 34 of the Law establish a share premium account and shall carry to the credit of such account from time to time a sum equal to the amount or value of the premium paid on the issue of any share or capital contributed as described in Article 4.12.

35.2 There shall be debited to any share premium account:

(a) on the redemption or purchase of a share the difference between the nominal value of such share and the redemption or purchase price provided always that at the discretion of the Directors such sum may be paid out of the profits of the Company or, if permitted by Section 37 of the Law, out of capital; and

(b) any other amounts paid out of any share premium account as permitted by Section 34 of the Law.

36 NOTICES

36.1 Except as otherwise provided in these Articles and subject to the rules of any Designated Stock Exchange, any notice or document may be served by the Company or by the Person entitled to give notice to any Member either personally or by posting it airmail or by air courier service in a prepaid letter addressed to such Member at his address as appearing in the Register of Members, or by electronic mail to any electronic mail address such Member may have specified in writing for the purpose of such service of notices, or by advertisement in appropriate newspapers in accordance with the requirements of any Designated Stock Exchange, or by facsimile or by placing it on the Company’s Website. In the case of joint holders of a Share, all notices shall be given to that one of the joint holders whose name stands first in the Register of Members in respect of the joint holding, and notice so given shall be sufficient notice to all the joint holders.

36.2 Notices posted to addresses outside the Cayman Islands shall be forwarded by prepaid airmail.

36.3 In the case of joint holders of a Share, all notices shall be given to that one of the joint holders whose name stands first in the Register of Members in respect of the joint holding, and notice so given shall be sufficient notice to all the joint holders.

36.4 Any notice or other document, if served by:

(a) post, shall be deemed to have been served five days after the time when the letter containing the same is posted;

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(b) facsimile, shall be deemed to have been served upon production by the transmitting facsimile machine of a report confirming transmission of the facsimile in full to the facsimile number of the recipient;

(c) recognized courier service, shall be deemed to have been served 48 hours after the time when the letter containing the same is delivered to the courier service;

(d) electronic mail, shall be deemed to have been served immediately upon the time of the transmission by electronic mail; or

(e) placing it on the Company’s Website, shall be deemed to have been served one (1) hour after the notice or document is placed on the Company’s Website.

In proving service by post or courier service it shall be sufficient to prove that the letter containing the notice or documents was properly addressed and duly posted or delivered to the courier service.

36.5 A Member present, either in person or by proxy, at any meeting of the Company or of the holders of any class of shares in the Company shall be deemed to have received notice of the meeting, and, where requisite, of the purpose for which it was called.

36.6 Any notice or document delivered or sent by post to or left at the registered address of any Member in accordance with the terms of these Articles shall notwithstanding that such Member be then dead or bankrupt, and whether or not the Company has notice of his death or bankruptcy, be deemed to have been duly served in respect of any Share registered in the name of such Member as sole or joint holder, unless his name shall at the time of the service of the notice or document, have been removed from the Register of Members as the holder of the Share, and such service shall for all purposes be deemed a sufficient service of such notice or document on all Persons interested (whether jointly with or as claiming through or under him) in the Share.

36.7 Notice of every general meeting of the Company shall be given to:

(a) all Members holding Shares with the right to receive notice and who have supplied to the Company an address, facsimile number or email address for the giving of notices to them; and

(b) every Person entitled to a Share in consequence of the death or bankruptcy of a Member, who but for his death or bankruptcy would be entitled to receive notice of the meeting.

No other Person shall be entitled to receive notices of general meetings

37 WINDING UP

37.1 The Board shall have the power in the name and on behalf of the Company to present a petition to the court for the Company to be wound up.

37.2 If the Company is wound up, the liquidator may, with the sanction of a Special Resolution and any other sanction required by the Law, divide among the Members in specie the whole or any part of the assets of the Company and may, for that purpose, value any assets and determine how the

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division shall be carried out as between the Members or different classes of Members. The liquidator may, with the like sanction, vest the whole or any part of the assets in trustees upon such trusts for the benefit of the Members as he with the like sanction determines, but no Member shall be compelled to accept any assets upon which there is a liability.

37.3 If the Company shall be wound up and the assets available for distribution amongst the Members as such shall be insufficient to repay the whole of the paid up capital, such assets shall be distributed so that, as nearly as may be, the losses shall be borne by the Members in proportion to the capital paid up, or which ought to have been paid up, at the commencement of the winding up, on the shares held by them respectively. If in a winding up the assets available for distribution amongst the Members shall be more than sufficient to repay the whole of the capital paid up at the commencement of the winding up, the excess shall be distributed pari passu amongst the Members in proportion to the capital paid up at the commencement of the winding up on the shares held by them respectively. This Article is to be without prejudice to the rights of the holders of shares issued upon special terms and conditions.

38 INDEMNITY

38.1 Every Indemnified Person for the time being and from time to time of the Company and the personal representatives of the same shall be indemnified and secured harmless out of the assets and funds of the Company against all actions, proceedings, costs, charges, expenses, losses, damages, liabilities, judgments, fines, settlements and other amounts (including reasonable attorneys’ fees and expenses and amounts paid in settlement and costs of investigation (collectively Losses) incurred or sustained by him otherwise than by reason of his own dishonesty, wilful default or fraud in or about the conduct of the Company’s business or affairs (including as a result of any mistake of judgment) or in the execution or discharge of his duties, powers, authorities or discretions, including without prejudice to the generality of the foregoing, any Losses incurred by him in defending or investigating (whether successfully or otherwise) any civil, criminal, investigative and administrative proceedings concerning or in any way related to the Company or its affairs in any court whether in the Islands or elsewhere. Such Losses incurred in defending or investigating any such proceeding shall be paid by the Company as they are incurred upon receipt, in each case, of an undertaking by or on behalf of the Indemnified Person to repay such amounts if it is ultimately determined by a non-appealable order of a court of competent jurisdiction that such Indemnified Person is not entitled to indemnification hereunder with respect thereto.

38.2 No such Indemnified Person of the Company and the personal representatives of the same shall be liable (i) for the acts, receipts, neglects, defaults or omissions of any other Director or officer or agent of the Company or (ii) by reason of his having joined in any receipt for money not received by him personally or in any other act to which he was not a direct party for conformity or (iii) for any loss on account of defect of title to any property of the Company or (iv) on account of the insufficiency of any security in or upon which any money of the Company shall be invested or (v) for any loss incurred through any bank, broker or other agent or any other party with whom any of the Company’s property may be deposited or (vi) for any loss, damage or misfortune whatsoever which may happen in or arise from the execution or discharge of the duties, powers, authorities or discretions of his office or in relation thereto or (vii) for any loss occasioned by any negligence, default, breach of duty, breach of trust, error of judgement or oversight on such Person’s part, unless he has acted dishonestly, with wilful default or through fraud.

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38.3 The Company hereby acknowledges that certain Indemnified Persons may have certain rights to indemnification, advancement of expenses and/or insurance from or against (other than directors’ and officers’ or similar insurance obtained or maintained by or on behalf of the Company or any of its subsidiaries, including any such insurance obtained or maintained pursuant to Article 38.4 hereof) Other Indemnitors. The Company hereby agrees that: (i) it is the indemnitor of first resort (i.e., its obligations to an Indemnified Person are primary and any obligation of any Other Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by such Indemnified Person are secondary); (ii) it shall be required to advance the full amount of expenses incurred by an Indemnified Person and shall be liable for the full amount of all Losses to the extent legally permitted and as required by the terms of these Articles (or any other agreement between the Company and an Indemnified Person) without regard to any rights an Indemnified Person may have against any Other Indemnitors; and (iii) it irrevocably waives, relinquishes and releases any Other Indemnitors from any and all claims against the Other Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by any Other Indemnitors on behalf of an Indemnified Person with respect to any claim for which such Indemnified Person has sought indemnification from the Company shall affect the foregoing, and without prejudice to Article 39 below, Other Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of such Indemnified Person against the Company. For the avoidance of doubt, no Person or entity providing Directors’ or officers’ or similar insurance obtained or maintained by or on behalf of the Company or any of its subsidiaries, including any Person providing such insurance obtained or maintained pursuant to Article 38.4 hereof, shall be an Other Indemnitor.

38.4 The Directors may exercise all the powers of the Company to purchase and maintain insurance for the benefit of a Person who is or was (whether or not the Company would have the power to indemnify such Person against such liability under the provisions of this Article 38 or under applicable law): (a) a Director, alternate Director, Secretary or auditor of the Company or of a company which is or was a subsidiary of the Company or in which the Company has or had an interest (whether direct or indirect); or (b) the trustee of a retirement benefits scheme or other trust in which a person referred to in Article 38.1 is or has been interested, indemnifying him against any liability which may lawfully be insured against by the Company.

39 CLAIMS AGAINST THE COMPANY

39.1 Notwithstanding Article 38.3, unless otherwise determined by a majority of the Board, in the event that (i) any Member (the Claiming Party) initiates or asserts any claim or counterclaim (Claim) or joins, offers substantial assistance to or has a direct financial interest in any Claim against the Company and (ii) the Claiming Party (or the third party that received substantial assistance from the Claiming Party or in whose Claim the Claiming Party had a direct financial interest) does not obtain a judgment on the merits in which the Claiming Party prevails, then each Claiming Party shall, to the fullest extent permissible by law, be obligated jointly and severally to reimburse the Company for all fees, costs and expenses (including, but not limited to, all reasonable attorneys’ fees and other litigation expenses) that the Company may incur in connection with such Claim.

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40 UNTRACEABLE MEMBERS

40.1 Without prejudice to the rights of the Company under Article 40.2, the Company may cease sending cheques for dividend entitlements or dividend warrants by post if such cheques or warrants have been left uncashed on two (2) consecutive occasions. However, the Company may exercise the power to cease sending cheques for dividend entitlements or dividend warrants after the first occasion on which such a cheque or warrant is returned undelivered.

40.2 The Company shall have the power to sell, in such manner as the Board thinks fit, any shares of a Member who is untraceable, but no such sale shall be made unless:

(a) all cheques or warrants in respect of dividends of the shares in question, being not less than three (3) in total number, for any sum payable in cash to the holder of such shares in respect of them sent during the relevant period in the manner authorised by the Articles of the Company have remained uncashed;

(b) so far as it is aware at the end of the relevant period, the Company has not at any time during the relevant period received any indication of the existence of the Member who is the holder of such shares or of a person entitled to such shares by death, bankruptcy or operation of law; and

(c) the Company, if so required by the rules governing the listing of shares on the Designated Stock Exchange, has given notice to, and caused advertisement in newspapers to be made in accordance with the requirements of, the Designated Stock Exchange of its intention to sell such shares in the manner required by the Designated Stock Exchange, and a period of three (3) months or such shorter period as may be allowed by the Designated Stock Exchange has elapsed since the date of such advertisement.

For the purposes of the foregoing, the relevant period means the period commencing twelve (12) years before the date of publication of the advertisement referred to in this Article 40.2 and ending at the expiry of the period referred to in that paragraph.

40.3 To give effect to any such sale the Board may authorise some person to transfer the said shares and an instrument of transfer signed or otherwise executed by or on behalf of such persons shall be as effective as if it had been executed by the registered holder or the person entitled by transmission to such shares, and the purchaser shall not be bound to see to the application of the purchase money nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings relating to the sale. The net proceeds of the sale will belong to the Company and upon receipt by the Company of such net proceeds it shall become indebted to the former Member for an amount equal to such net proceeds. No trust shall be created in respect of such debt and no interest shall be payable in respect of it and the Company shall not be required to account for any money earned from the net proceeds which may be employed in the business of the Company or as it thinks fit. Any sale under this Article shall be valid and effective notwithstanding that the Member holding the shares sold is dead, bankruptcy or otherwise under any legal disability or incapacity.

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41 AMENDMENT OF MEMORANDUM AND ARTICLES

41.1 Subject to the Law, the Company may by Special Resolution, change its name or change the provisions of the Memorandum with respect to its objects, powers or any other matter specified therein.

41.2 Subject to the Law and as provided in these Articles, the Company may at any time and from time to time by Special Resolution alter or amend these Articles in whole or in part.

42 TRANSFER BY WAY OF CONTINUATION

42.1 The Company may by Special Resolution resolve to be registered by way of continuation in a jurisdiction outside the Islands or such other jurisdiction in which it is for the time being incorporated, registered or existing. In furtherance of a resolution adopted pursuant to this Article, the Directors may cause an application to be made to the Registrar of Companies to deregister the Company in the Islands or such other jurisdiction in which it is for the time being incorporated, registered or existing and may cause all such further steps as they consider appropriate to be taken to effect the transfer by way of continuation of the Company.

43 MERGER AND CONSOLIDATION

43.1 Subject to the Law and the rules of any Designated Stock Exchange, the Company shall, with the approval of a Special Resolution, have the power to merge or consolidate with one or more constituent companies (as defined in the Law), upon such terms as the Directors may determine.

43.2 For the avoidance of doubt: a) statutory mergers and consolidations have the specific meaning as set out in Law, b) no additional requirements are imposed by the Articles, and c) transactions which are not deemed by the Directors, in their sole discretion following due deliberations and advice, to be a merger or consolidation as set out in the Law, do not require a Special Resolution and may be carried out by the Company with the approval of Directors and shall not (unless otherwise set out in these Articles or the Law) require separate shareholder approval.

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EX-5.1

Exhibit 5.1

  Harney Westwood & Riegels 4th Floor, Harbour Place 103 South Church Street, PO Box 10240 Grand Cayman KY1-1002, Cayman Islands Tel: +1 345 949 8599 Fax: +1 345 949 4451

18 January 2021

christopher.hall@harneys.com

+1 345 815 2979

054655.0001/CFH

Vinci Partners Investments Ltd

Dear Sirs

Vinci Partners Investments Ltd. (the Company)

We are attorneys-at-law qualified to practise in the Cayman Islands and have been asked to provide this legal opinion to you with regard to the laws of the Cayman Islands in connection with a registration statement on Form F-1, including all amendments or supplements thereto (the Registration Statement which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto), originally filed with the U.S. Securities and Exchange Commission on 4 January 2021 under the U.S. Securities Act of 1933, as amended (the Securities Act) involving a public offer (IPO) and a placing of Class A common shares (Shares). In this opinion Companies Act means the Companies Act (Revised) of the Cayman Islands. Capitalised terms defined in the Registration Statement shall have the same meanings when used in this opinion.

For the purposes of giving this opinion, we have examined the Documents (as defined in Schedule 1). We have not examined any other documents, official or corporate records or external or internal registers and have not undertaken or been instructed to undertake any further enquiry or due diligence in relation to the transaction which is the subject of this opinion.

In giving this opinion we have relied upon the assumptions set out in Schedule 2 which we have not verified.

Based solely upon the foregoing examinations and assumptions and having regard to legal considerations which we deem relevant, and subject to the qualifications set out in Schedule 3, we are of the opinion that under the laws of the Cayman Islands:

1 Existence and Good Standing. The Company is an exempted company duly incorporated with limited liability, and is validly existing and in good standing under the laws of the Cayman Islands. It is a separate legal entity and is subject to suit in its own name.

2 Allotment and Issue. When the price at which the Shares to be sold by the Company has been approved by or on behalf of the Board of Directors of the Company and when the Shares to be sold by the Company have been issued and delivered against payment therefor in accordance with the terms of the Underwriting Agreement (as defined in Schedule 1) referred to in the prospectus which is a part of the Registration Statement, the Shares will be validly issued, fully paid and non-assessable.

  A list of partners is available for inspection at our offices. Bermuda legal services provided through an association with Zuill & Co. KY:5436486_1 Anguilla | Bermuda | British Virgin Islands Cayman Islands | Cyprus | Hong Kong | London Montevideo | Shanghai | Singapore | Vancouver www.harneys.com

3 Share Capital. Based on the Memorandum and Articles of Association, the Company has an authorised share capital of US$50,000 divided into 1,000,000,000 shares of a par value of US$0.00005 each. When allotted, issued, paid for and registered in the register of members of the Company, the Shares will conform to the description of the Shares contained in the Registration Statement and will rank pari passu in all respects with all other issued Shares subject to the rights, privileges and restrictions set forth in the Memorandum and Articles of Association.

4 Prospectus. The statements under the caption “Taxation – Cayman Islands Considerations” in the prospectus forming part of the Registration Statement, to the extent that they constitute statements of Cayman Islands law, are accurate in all material respects and that such statements constitute our opinion.

This opinion is confined to the matters expressly opined on herein and given on the basis of the laws of the Cayman Islands as they are in force and applied by the Cayman Islands courts at the date of this opinion. We have made no investigation of, and express no opinion on, the laws of any other jurisdiction. We express no opinion as to matters of fact. Except as specifically stated herein, we make no comment with respect to any representations and warranties which may be made by or with respect to the Company in the Transaction Documents. We express no opinion with respect to the commercial terms of the transactions the subject of this opinion.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to our firm under the captions “Legal Matters” and “Enforceability of Civil Liabilities – Cayman Islands” and in the Exhibits in the prospectus forming part of the Registration Statement. In giving this consent, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission promulgated thereunder.

Yours faithfully

/s/ Harney Westwood & Riegels

Harney Westwood & Riegels

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SCHEDULE 1

List of Documents Examined

1 the Certificate of Incorporation dated 21 September 2020 issued by the Registrar of Companies;

2 the Amended and Restated Memorandum and Articles of Association of the Company adopted by special resolution dated 15 January 2021 (the Memorandum and Articles of Association);

3 a Certificate of Good Standing in respect of the Company dated 12 January 2021, issued by the Registrar of Companies;

4 the Register of Directors and Officers, Register of Members and Register of Mortgages and Charges of the Company provided to us on or prior the date hereof;

(1 - 5 above are the Corporate Documents), and

5 a draft of the underwriting agreement in the form filed as Exhibit 1.1 to the Registration Statement (the Underwriting Agreement);

6 the Registration Statement,

(5 - 6 above are the Transaction Documents).

The Corporate Documents and the Transaction Documents are collectively referred to in this opinion as the Documents.

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SCHEDULE 2

Assumptions

1 Authenticity of Documents. All original Documents are authentic, all signatures, initials and seals are genuine, all copies of Documents are true and correct copies and conform in every material respect to the latest drafts of the same produced to us and, where the Transaction Documents have been provided to us in successive drafts marked-up to indicate changes to such documents, all such changes have been so indicated.

2 Unseen Documents. Save for the Documents provided to us there are no resolutions, agreements, documents or arrangements which materially affect, amend or vary the transactions envisaged in the Documents.

3 Proceeds of Crime. No monies paid to or for the account of any party under the Transaction Documents represent or will represent criminal property or terrorist property (as defined in the Proceeds of Crime Act (Revised) and the Terrorism Act (Revised), respectively).

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SCHEDULE 3

Qualifications

1 Foreign Statutes. We express no opinion in relation to provisions making reference to foreign statutes in the Transaction Documents.

2 Good Standing. The Company shall be deemed to be in good standing at any time if all fees (including annual filing fees) and penalties under the Companies Act (Revised) have been paid and the Registrar of Companies has no knowledge that the Company is in default under the Companies Act (Revised).

3 Statutory Powers. Any provision in the Underwriting Agreement which purports to fetter a statutory power of the Company may not be enforceable under the common law rule in Russell v Northern Bank Development Corp Ltd [1992] 1 WLR 588 (HL).

4 Conflict of Laws. An expression of an opinion on a matter of Cayman Islands law in relation to a particular issue in this opinion should not necessarily be construed to imply that the Cayman Islands courts would treat Cayman Islands law as the proper law to determine that issue under its conflict of laws rules.

5 Sanctions. The obligations of the Company may be subject to restrictions pursuant to United Nations and European Union sanctions as implemented under the laws of the Cayman Islands.

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EX-10.1

Exhibit 10.1

This Indemnity Agreement is made on [●], 2021.

Between:

(1) Vinci Partners Investments Ltd., an exempted company incorporated in the Cayman Islands (the “Company”); and

(2) [●], a director and/or officer of the Company (the “Indemnitee”).

Whereas:

(A) The Indemnitee serves as a director and/or officer of the Company.

(B) The Indemnitee will perform valuable services to the Company.

(C) The substantial increase in corporate litigation may subject directors and officers to expensive litigation risks at the same time that the availability of directors’ and officers’ liability insurance has been severely limited.

(D) It is a condition to the appointment of the Indemnitee as a director and/or officer of the Company that the Company indemnify the Indemnitee so as to provide him/her with the maximum possible protection permitted by law.

(E) The Company wishes to indemnify the Indemnitee on the terms of this Agreement.

Now it is agreed as follows:

1 Definitions

In this Agreement the following capitalised words and expressions shall have the following meanings:

1.1 In this Agreement:

(a) the term “Proceeding” shall include any threatened, pending or completed action, suit, arbitration, alternative dispute resolution mechanism, investigation, inquiry, administrative hearing or proceeding in any jurisdiction (including, without limitation, the United States, Brazil and/or the Cayman Islands) and whether of a civil, criminal, administrative or investigative nature, including any appeal therefrom or settlement thereof, and the term “decided in a Proceeding” shall mean a decision by a court, arbitrator(s), hearing officer or other judicial agent having the requisite legal authority to make such a decision in the applicable jurisdiction(s), which decision has become final and from which no appeal or other review proceeding is permissible;

(b) the term “Expenses” shall include, but is not limited to, all damages, judgments, fines, awards, amounts paid in settlement by or on behalf of the Indemnitee, expenses of investigations, judicial or administrative proceedings or appeals, attorney’s fees incurred in connection with any Proceeding or otherwise in the discharge of the Indemnitee’s duties in respect of the Company, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees and disbursements and any expenses of establishing a right to indemnification under this Agreement;

(c) the terms “Director” and “Director of the Company” shall include the Indemnitee’s service as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise affiliated to the Company (each, an “Additional Appointment”) as well as a director or officer of the Company provided such additional appointment is undertaken solely while the Indemnitee is also a director of the Company; and

(d) the term “Articles” means the memorandum and articles of association of the Company in force from time to time.

2 Indemnity of Director

Subject only to the limitations set forth in Clause 3 and to the Articles, and in consideration of the Indemnitee agreeing to act as a Director of Vinci Partners Investments Ltd., the Company hereby agrees to indemnify and hold harmless the Indemnitee in respect of and to pay on behalf of the Indemnitee all Expenses actually incurred by the Indemnitee because of any claim or claims made against him/her in a Proceeding by reason of the fact that he/she is or was a Director of the Company.

3 Limitations on Indemnity

The Company shall not be obligated under this Agreement to make any payment of Expenses to the Indemnitee if:

(a) such payment is prohibited by applicable law;

(b) such payment is actually made to the Indemnitee under an insurance policy, except in respect of any excess beyond the amount of payment under such insurance;

(c) the Indemnitee has received the benefit of an indemnity from the Company in relation to the indemnity contained in Clause 3 of this Agreement otherwise than pursuant to this Agreement;

(d) such payment would result in the Indemnitee gaining any personal profit or advantage; and

(e) such payment is brought about or contributed to by the fraud or dishonesty of the Indemnitee seeking payment hereunder; however, notwithstanding the foregoing, the Indemnitee shall be indemnified under this Agreement as to any claims upon which suit may be brought against him/her by reason of any alleged dishonesty on his/her part, unless it shall be decided in a Proceeding that he/she committed acts of actual dishonesty or fraud.

4 Advance Payment of Costs

4.1 Expenses incurred by the Indemnitee in defending a claim against him/her in a Proceeding shall be paid by the Company as incurred and in advance of the final disposition of such Proceeding or settlement thereof.

4.2 The Indemnitee hereby agrees and undertakes to repay such amounts advanced by the Company if it shall be decided in a Proceeding that he/she is not entitled to be indemnified by the Company pursuant to this Agreement, the Articles or otherwise.

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4.3 If a claim under this Agreement is not paid by the Company, or on its behalf, within thirty (30) days after a written claim has been received by the Company, the Indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim and if successful in whole or in part, the Indemnitee shall also be entitled to be paid the Expenses of prosecuting such claim.

5 Enforcement

The Company expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it hereby in order to induce the Indemnitee to serve as a Director of the Company, and the Company acknowledges that the Indemnitee is relying upon this Agreement in serving as a Director of the Company.

6 Subrogation

In the event of payment under this Agreement, to the extent permitted or required by applicable law the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee, who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights.

7 Notice

7.1 The Indemnitee, as a condition precedent to his/her right to be indemnified under this Agreement, shall give to the Company notice in writing as soon as practicable of any claim made against him/her for which indemnity will or could be sought under this Agreement, together with such information and cooperation as it may reasonably require.

7.2 Notice to the Company shall be given in accordance with this Agreement at its registered office (or such other address as the Company shall designate in writing to the Indemnitee from time to time).

7.3 Notice shall be deemed received if (i) delivered by hand, on the date so delivered, or (ii) sent by courier, on the five business days after being so sent, or (iii) if sent by e-mail, upon receipt of a confirmation of receipt e-mail.

8 Severability

If this Agreement or any portion thereof shall be invalidated on any ground by any court of competent jurisdiction, the Company shall nevertheless indemnify the Indemnitee to the full extent permitted by any applicable portion of this Agreement that shall not have been invalidated or by any other applicable law.

9 Indemnification Hereunder Not Exclusive

Nothing herein shall be deemed to diminish or otherwise restrict the Indemnitee’s right to indemnification under the Articles provided that the Indemnitee shall not be entitled to recovery under this Agreement and the Articles in relation to the same Expenses.

10 Coverage and Continuation of Indemnification

10.1 The indemnification under this Agreement is intended to and shall extend to the Indemnitee’s service as a Director prior to and after the date of the Agreement. Further, for the purposes of the coverage afforded by this Agreement, any Additional Appointment which a Director holds on ceasing to be a Director of Vinci Partners Investments Ltd. (or successor thereto) shall be deemed to terminate automatically on such Director ceasing to be Director of Vinci Partners Investments Ltd. (or successor thereto).

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10.2 The indemnification under this Agreement shall continue as to the Indemnitee even though he may have ceased to be a Director and shall inure to the benefit of the heirs and personal representatives of the Indemnitee.

11 Successors and Assigns

This Agreement shall be binding upon the Company and its successors and assignees, and inure to the benefit of the Indemnitee and Indemnitee’s heirs, legal representatives and assigns.

12 Counterparts

This Agreement may be executed in any number of counterparts, each of which shall constitute the original.

13 Applicable Law

The terms and conditions of this Agreement and the rights of the parties hereunder shall be governed by and construed in all respects in accordance with the laws of the Cayman Islands. The parties to this Agreement hereby irrevocably agree that the courts of the Cayman Islands shall have exclusive jurisdiction in respect of any dispute, suit, action, arbitration or proceedings which may arise out of or in connection with this Agreement and waive any objection to such proceedings in the courts of the Cayman Islands on the grounds of venue or on the basis that they have been brought in an inconvenient forum.

14 Entire Agreement

This agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.

[Remainder of page left intentionally blank]

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In witness whereof the parties hereto have executed this Agreement as a deed on the day and year first above written.

SIGNED for and on behalf of	)
Vinci Partners Investments Ltd.	)
by:	)
	)
		Authorised Signatory

In the presence of:

Witness Name:

Witness Address:

Witness Occupation:

SIGNED by the Indemnitee:	)
	)
	)
	)
		Print Name:

In the presence of:

First Witness

Witness Name:

Witness Address:

Witness Occupation:

Second Witness

Witness Name:

Witness Address:

Witness Occupation:

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EX-14.1

Exhibit 14.1 Code of Ethics Vinci Group January 2021

1. Applicability

1.1. For the purposes of this Code of Ethics (“Code”), “Vinci” includes Vinci Partners Investimentos Ltda., Vinci Partners Investments Ltd., Vinci Gestora de Recursos Ltda., Vinci Capital Gestora de Recursos Ltda., Vinci Equities Gestora de Recursos Ltda., Vinci Gestão de Patrimônio Ltda., Vinci Real Estate Gestora de Recursos Ltda., Vinci Infraestrutura Gestora de Recursos Ltda., Vinci GGN Gestão de Recursos Ltda., and Vinci Assessoria Financeira Ltda..

1.2. This Code applies to all partners, holders of administration or management officers and employees, regardless of the employment or corporate relations they have with Vinci (“Workers”).

1.3. All Workers must perfectly understand the laws and rules applicable to Vinci, as well as the full contents of this Code. In case of doubt or need for advice, Workers must seek assistance from the Compliance Department.

1.4. All requests for authorization, direction or clarification from the Compliance Department must be sent to the email “compliance@vincipartners.com” at least two (2) business days in advance of the deadline for the Worker to need such authorization, direction or clarification.

1.5. By receiving this Code, the Worker will execute the “Commitment Liability” (Exhibit I), undertaking to care for the application and observance thereof.

1.6. This Code is part of the rules governing the labor relationship of Workers with Vinci. Failure to comply with this Code shall be regarded as a contractual breach, making the defaulting party subject to the applicable penalties. Vinci takes no responsibility for Workers violating the law or committing breaches while performing their functions. In case Vinci is held accountable or sustains losses of any nature for acts of their Workers, it may exercise its right to require compensation against those responsible, therefore.

2. Duties

2.1. The duties of the Workers are:

(a) observe high standards of honesty, integrity, justice and professional conduct;

(b) observe the principles of good standing and good faith, using all care and diligence that they would use in their own business;

(c) use continued efforts to maintain and improve their professional skills;

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(d) know and comply with all laws, rules and regulations issued by governmental self-regulated authorities, entities or agencies regulating and governing their professional activities;

(e) not to violate or allow the direct or indirect violation of such laws, rules and regulations;

(f) use care and exercise objective and professional and independent discretion;

(g) clearly inform the format and general principles of investments processes whereby bonds and securities are selected, and portfolios are formed;

(h) preserve the confidentiality of the information provided by the clients on a professional basis; and

(i) prevent practices that may affect the fiduciary relationship currently existing with their clients.

3. Compliance Department

3.1. The Compliance Department is in charge of ensuring compliance with the procedures of Vinci and its Workers with all legal and regulatory requirements and directives. The Compliance Department is also in charge of regulating and supervising with independence and efficiency compliance with the regulations set forth in this Code of Ethics.

4. General Principles

4.1. Vinci believes that the exercise of its activities and expansion of its business should be based on ethical principles shared by all its Workers. In search for growth and satisfaction of clients, Vinci will attempt to act with transparency and to comply with the laws, rules and respect any financial and capital markets players.

4.2. The search for development and growth of Vinci and defense of the interests of its clients will be based on the contents of this Code.

4.3. Vinci admits no statement of prejudice, which includes origin, race, religion, social class, gender, and disability.

5. Ethics

Gifts and Entertainment

5.1. As a general rule, no Worker shall accept or give any bonuses, gifts or benefits from third parties that may constitute a conflict of interests with Vinci, especially in cases of clients, suppliers or competitors, except with the express authorization of the Compliance Department.

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5.2. Not to be included by restriction in item 5.1 are gifts (i) without economic value and (ii) distributed as a courtesy, advertisement, or celebration in the special events or dates, provided they do not accumulatively exceed the amount of US $ 100.00 (one hundred dollars) within one year in relation to the same third party.

5.2.1. The amount provided for item 5.2 above will be R$ 100,00 (one hundred reais) in the case of gifts received or delivered to federal, state or municipal civil agents.

5.3. The rules set forth in the U.S. Regulatory Compliance Manual are applicable to Workers from Vinci Partners USA LLC.

Relationship with Clients

5.4. Workers of Vinci will perform their activities with good faith, transparency, diligence and loyalty regarding their clients.

5.5. Workers of Vinci will perform their duties in order to attain the investment purposes of its clientsand avoid practices that would otherwise adversely affect the fiduciary relationship existing with its clients.

5.6. Observing the rights of clients shall be translated into concrete actions to achieve permanent satisfaction of its expectations regarding the services provided by Vinci. Client satisfaction is critical for Vinci and also has direct impact in its image. Thus, Workers shall attempt to meet, first of all, the interests of Vinci’s clients.

5.7. Relationships with clients shall be based on courtesy and efficient service, rigid risk control and provision of clear and objective information, as well as quick answers, even though they may be negative.

5.8. The information provided to clients shall be based on the law, directives and the ethical provisions contained in this Code.

5.9. Workers shall attempt to align the interests of clients with those of Vinci. No client shall have preferred treatment.

5.10. Information relating to Vinci’s clients are the sole ownership thereof and will be protected by confidentiality obligations, as set forth in the Commitment Liability and Non-Disclosure Agreement executed by Workers.

Relationship with Competitors

5.11. The principle of loyalty also applies to the relationship of the Workers with Vinci’s competitors that shall be based on compliance with the rules and criteria in force in the market.

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5.12. Comments or rumors that may adversely affect the business or image of competitors will not be disclosed, and we will require mutual treatment.

5.13. Information that is relevant or concerns Vinci and its competitors may not be disclosed, except in exceptional cases with authorization of the Compliance Department.

Relationship with Suppliers

5.14. Vinci will honor any commitments undertaken with its suppliers.

5.15. The choice of suppliers shall be informed by technical, professional and ethical criteria, at the discretion of Vinci. Principles and practices established in Vinci Know Your Client, Anti-Money Laundering and Combating Financing of Terrorism Policy must be observed. Workers in charge of the election process shall have an updated record of suppliers, and those regarding which there may exist any doubts on their conduct or ethical behavior will be eliminated.

Relationships in the Workplace

5.16. Workers will create a harmonious and respectful workplace that stimulates teamwork and a constant search for better results.

5.17. Vinci’s managers will be examples of good conduct for Workers.

5.18. Workers will have equal professional development opportunities, and the merits, skills, characteristics and contribution of each one of them will be acknowledged.

Relationship with the Media

5.19. Vinci will accept requests, whenever possible, as long as there are no legal or strategic hindrances, from media outlets that may request them.

5.20. Vinci’s spokespersons will be designated by the Management. The other Workers may only give information to journalists in general with authorization from the Compliance Department.

Ethical Standard of Conduct

5.21. When dealing with suppliers, clients and third parties in general, Workers must avoid situations that may cause conflicts between its personal interests and those of Vinci. Preventing conflict situations, even hypothetical or potential ones, is a duty of Workers.

5.22. Workers must always act to defend the interests of Vinci, and keep in secret any relevant businesses, transactions and information. The attitudes and behaviors of Workers must reflect their personal and professional integrity, and never jeopardize the financial and equity security or image of Vinci.

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5.23. The following are expected conducts aligned with the values of Vinci:

(a) acknowledge any mistakes and timely report them to their immediate superior;

(b) question any directions that may be contrary to the principles and values set forth in this Code;

(c) present suggestions for the purpose of improving the quality of the work and results of Vinci; and

(d) inform the Compliance Department of any unethical or illegal attitudes that it may become aware of, as well as situations that may be characterized as conflicts of interest.

Contributions to Political Parties and Candidates

5.24. Partners, Executive Officers, and Vinci Group companies are not allowed to contribute to political parties or candidates at any time.

5.25. Workers are allowed to contribute to political parties or candidates upon express authorization from the Compliance Department.

5.25.1. The request for authorization must include at a minimum, the following information (i) Political Party; (ii) candidate and (iii) value of contribution.

5.25.2. At its sole discretion and always acting in the best interests of Vinci Group, the Compliance Department has the right to deny the request mentioned in item 5.25.1.

6. Conflicts of Interest

Conflicts of personal interest

6.1. Workers shall observe the rules and procedures established in item 5 Ethics above, notifying the Compliance Department immediately should they have any doubts about how to proceed in a situation of potential conflict of interest.

Conflicts of interest related to investment funds managed by Vinci

6.2. Regarding the mitigation of potential conflicts of interest related to investment funds managed by Vinci, the criteria and procedures established in the Vinci Compliance Manual must be observed.

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7. Sanctions

7.1. Sanctions arising from noncompliance with the principles set forth in this Code will be defined by the Compliance Department. Among others, warning, suspension or termination penalties may be imposed for cause, without prejudice to the right of Vinci claiming indemnification for any losses borne thereby.

7.2. Compliance Department may, in exceptional cases, at its sole discretion and in duly substantiated decisions, grant exceptions to rules defined in this Code.

8. Public Disclosures

8.1. Vinci has a responsibility to provide full and accurate information in its public disclosures, in all material respects, about Vinci’s financial condition and results of operations. The reports and documents filed with or submitted to the Securities and Exchange Commission and the other public communications shall include full, fair, accurate, timely and understandable disclosure.

9. Updates

This code of ethics will be reviewed annually or within shorter periods of time, if necessary, considering the principles and directives set forth herein, as well as the applicable law.

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ANNEX I

COMMITMENT AGREEMENT

By this policy I,                             , registered with the Ministry of Finance under CPF No.             , declare for due purposes that:

1. I have received by electronic means an updated version of the Vinci Group’s Code of Ethics (“Code”), dated as of January 2021, whose rules and policies have been previously explained to me and regarding which I had the opportunity to clear out my doubts. I read and understood the rules established in the Code and I hereby commit to follow such rules when performing my activities.

2. I also undertake to inform immediately, in accordance with the procedures described in the Code, any fact that I may become aware of that may create a risk to the image of Vinci or whose communication is determined by the Code.

3. I am aware that any failure to comply with the Manual may constitute gross violation and be subject to the applicable penalties, including my termination or dismissal for cause.

[City], [●] [●], [●].

[WORKER]

[●] [THE VINCI GROUP LEGAL ENTITY TO WHICH

WORKER IS RELATED]

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Rio de Janeiro 552121596000 Av. Bartolomeu Mitr, 336 Leblon-22431-002 Sao Paulo 551135723700 Av. Brigadeiro Faria Lima, 2277 14 andar-Jd. Paulistano-01452-000 Recife 558132046811 Av. Republica do libano, 251-sala301 Torre A-Pina-51110-160 Nova York 16465598000 535 Madison Avenue-37th Floor 10022 New York-NY

EX-21.1

Exhibit 21.1

List of Subsidiaries

Name of Entity	Jurisdiction of Incorporation
Vinci Assessoria Financeira Ltda.	Brazil
Vinci Capital Gestora de Recursos Ltda.	Brazil
Vinci Equities Gestora de Recursos Ltda.	Brazil
Vinci Gestão de Patrimônio Ltda.	Brazil
Vinci Gestora de Recursos Ltda.	Brazil
Vinci GGN Gestão de Recursos Ltda.	Brazil
Vinci Infraestrutura Gestora de Recursos Ltda.	Brazil
Vinci Partners Investimentos Ltda.	Brazil
Vinci Real Estate Gestora de Recursos Ltda.	Brazil
Amalfi Empreendimentos e Participações S.A.	Brazil
Vinci Partners USA LLC.	NY, USA

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the use in this Registration Statement on Form F-1 of Vinci Partners Investments Ltd. of our report dated October 7, 2020 relating to the financial statements of Vinci Partners Investimentos Ltda., which appears in this Registration Statement. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ PricewaterhouseCoopers Auditores Independentes

Rio de Janeiro, Brazil

January 19, 2021