Business Wire·Oct 1, 2026, 6:53 PM ET

Afya Limited and YDUQS Participações S.A. Controlling Shareholders Enter Into Voting Commitment Agreement

AFYA

Afya Limited & YDUQS Participações S.A. entered into a Voting Commitment Agreement on September 23, 2026, to facilitate a merger where Afya will merge into YDUQS.
The agreement binds Zaher Family shareholders (Rose FIP, Chaim Zaher, TCA 2, NTCA) & Afya shareholders (Erste WV Gütersloh GmbH/Bertelsmann, Nicolau Carvalho Esteves, NRE Capital Ventures) to vote in favor of the transaction.
Shareholders are contractually obligated to vote for the merger at respective Extraordinary General Meetings (EGM) & to vote against any proposals that could hinder the transaction or alter company structure during the interim period.
Transfer restrictions are imposed on shares held by shareholders from the agreement date until the closing, with limited exceptions for transfers to wholly-owned subsidiaries or family members.
An exclusivity clause prohibits shareholders from soliciting, negotiating, or engaging with third parties regarding any competing transactions until the merger is consummated or the agreement terminates.
Breach of voting or transfer obligations triggers compensatory penalties, including BRL 100 million for YDUQS shareholders & BRL 325 million (scaled by interest) for Bertelsmann, plus BRL 100 million for the Esteves Family.
Shareholders who fail to vote in favor of the merger or breach transfer covenants will forfeit their right to execute the post-closing Shareholders' Agreement.
The agreement is governed by Brazilian law, with disputes resolved through arbitration administered by the Market Arbitration Chamber in São Paulo.