STOCK TITAN

Vinci Compass (VINP) schedules 2026 AGM to approve 2025 accounts and add director

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Vinci Compass Investments Ltd. has called its 2026 Annual General Meeting of shareholders for 01 July 2026 at 10:00 a.m. Rio de Janeiro time (9:00 a.m. New York time), with in‑person and online participation available.

Shareholders of record as of 26 May 2026 holding Class A and Class B common shares and Series A convertible preferred shares may vote. Two ordinary resolutions will be presented: approval and ratification of the Company’s financial statements and auditor’s report for the year ended 31 December 2025, and the appointment of Mr. Eugenio Garza y Garza as a director following prior resignations and his interim appointment.

As of the Record Date, there were 65,516,626 common shares outstanding (51,050,387 Class A and 14,466,239 Class B) and 100,000 Series A convertible preferred shares outstanding. Class A shares carry one vote, Class B shares ten votes, and Series A convertible preferred shares vote on an as‑converted basis. The Board recommends voting in favour of all proposals, and the chairperson, who beneficially owns all Class B shares, intends to vote them “FOR” the resolutions.

Positive

  • None.

Negative

  • None.
AGM date and time 01 July 2026, 10:00 a.m. Rio time Annual General Meeting schedule
Record Date 26 May 2026 Shareholders eligible to vote
Common shares outstanding 65,516,626 shares As of Record Date, Class A and Class B total
Class A shares 51,050,387 shares Issued and outstanding as of Record Date
Class B shares 14,466,239 shares Issued and outstanding as of Record Date
Series A preferred shares 100,000 shares Issued and outstanding as of Record Date
Proxy deadline 11:59 p.m. ET, 30 June 2026 Cutoff for receipt of proxies
Voting power per share class 1 vote (Class A), 10 votes (Class B) Voting entitlement for common shares
Voting Shares financial
"Series A Convertible Preferred Shares, with a par value... together with the Common Shares, the “Voting Shares”"
Shares that give their owners the right to vote on important company matters, such as electing the board of directors, approving mergers, or changing bylaws. Think of them as tickets that let shareholders have a say in how a company is run; investors value them not just for potential payouts but for influence over decisions that can affect strategy, risk and long-term value.
Record Date regulatory
"in each case as of the close of business on 26 May 2026, Eastern time (the “Record Date”)"
The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.
quorum regulatory
"One or more shareholders holding not less than one-third in aggregate of the voting power... constitute a quorum"
A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.
Ordinary Resolution regulatory
"The following resolutions will be proposed at the Annual General Meeting (i) as an Ordinary Resolution"
An ordinary resolution is a decision made by shareholders at a company meeting that is approved when more than half of the votes cast are in favor. Think of it like a household vote where a majority decides routine matters — it covers everyday corporate actions such as approving directors, routine policy changes, or distributions, and matters to investors because these majority-approved choices shape governance, management authority, and the company’s near-term direction.
Series A convertible preferred shares financial
"and 100,000 Series A convertible preferred shares were issued and outstanding"
Series A convertible preferred shares are an early round of investment stock that gives holders special rights, such as being paid before common shareholders if the company is sold or shuts down, and sometimes receiving fixed dividends. They can be exchanged for ordinary (common) shares under agreed conditions, so they act like a tradeable ticket that can become regular ownership later. For investors this matters because these shares reduce downside risk while preserving the upside and affect future ownership and dilution.
proxy solicitation regulatory
"The board of directors... is soliciting proxies for the annual general meeting of shareholders"
Proxy solicitation is the process of asking shareholders for permission to vote their shares on corporate matters, usually by sending voting forms or requests by mail, email or phone. Investors should watch proxy solicitations because they signal attempts to change control, influence board elections or approve big deals — like neighbors organizing votes on a shared building project — and the outcome can materially affect a company’s strategy and stock value.
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UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16

OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of June 2026

 

 Commission File Number: 001-39938

 

Vinci Compass Investments Ltd.

(Exact name of registrant as specified in its charter)

 

Av. Bartolomeu Mitre, 336
Leblon – Rio de Janeiro
Brazil 22431-002
+55 (21) 2159-6240

 

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

 

Form 20-F X   Form 40-F  

 

 

 

 

 

TABLE OF CONTENTS

 

EXHIBIT  
99.1 Notice of 2026 Annual General Meeting of Shareholders
99.2 Proxy Statement for 2026 Annual General Meeting of Shareholders
99.3 Form of 2026 Annual General Meeting of Shareholders Proxy Card
99.4 Form of 2026 Annual General Meeting of Shareholders Proxy Ballot

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Vinci Compass Investments Ltd.  
   
   
By: /s/ Sergio Passos Ribeiro  
  Name: Sergio Passos Ribeiro  
  Title: Chief Financial Officer  

 

Date: June 1, 2026

 

 

 

Exhibit 99.1

 

 

 

VINCI COMPASS INVESTMENTS LTD.

 

NOTICE

 

ANNUAL GENERAL MEETING OF SHAREHOLDERS

To be held on 01 July 2026

 

 

NOTICE IS HEREBY GIVEN that an annual general meeting of shareholders (the “Meeting” or the “Annual General Meeting”) of Vinci Compass Investments Ltd. (the “Vinci Compass”, “Company” or “we”) will be held on 01 July 2026 at 10:00 a.m., Rio de Janeiro time, being 9:00 a.m., New York time. The Meeting will be held at the Company’s offices located at Avenida Bartolomeu Mitre, nº. 336, Leblon, Rio de Janeiro/RJ, Brazil 22431-002. The particulars for attendance and participation in the Meeting are set out in the accompanying materials.

 

You will be able to attend the Meeting online by visiting https://www.virtualshareholdermeeting.com/VINP2026. You will also be able to vote your shares online by attending the Meeting by webcast. To participate in the Meeting, you will need to review the information included in the form of proxy or in the instructions that accompanied your proxy materials.

 

Holders of record of the Company’s Class A common shares, with a par value of US$0.00005 per share (the “Class A Shares”), holders of record of the Company’s Class B common shares, with a par value of US$0.00005 per share (the “Class B Shares” and, together with Class A Shares, the “Common Shares”), and holders of record of the Company’s Series A Convertible Preferred Shares, with a par value of US$0.00005 per share, (the “Series A Preferred Shares” and, together with the Common Shares, the “Voting Shares”), in each case as of the close of business on 26 May 2026, Eastern time (the “Record Date”), are cordially invited to attend the Annual General Meeting. Holders of record of the Voting Shares at the close of business on the Record Date are entitled to attend and vote at the Annual General Meeting and any adjourned meeting thereof.

 

 

 

 

 

Our Board of Directors (the “Board”) notes that the chairperson of the Board, Mr Gilberto Sayão da Silva, has disclosed that he beneficially owns 100% of the Company’s Class B Shares and intends to vote these shares “FOR” the resolutions at the Meeting.

 

The following resolutions will be proposed at the Annual General Meeting:

 

(i)       as an Ordinary Resolution, that the Company’s financial statements and the auditor’s report for the fiscal year ended 31 December 2025 be approved and ratified; and

 

(ii)      as an Ordinary Resolution, that Mr Eugenio Garza y Garza be appointed as director of the Company, following the resignations of Mr Lywal Salles Filho and Mr Rogério Ladeira Furquim Werneck and his appointment as interim director by the Board on 17 March 2026.

 

We refer to these resolutions collectively as the “Proposals” and each individually as a “Proposal”.  

 

We will also consider any other business that properly comes before the Annual General Meeting or any adjournment or postponement thereof, including voting on the adjournment or postponement of such meeting.

 

The Board recommend that the Company’s shareholders vote in favour of the Proposals presented at the Annual General Meeting.

 

If a quorum is present, the adoption and approval of the Proposals at the Annual General Meeting, each an Ordinary Resolution, require the affirmative vote of holders of a simple majority of the aggregate voting power of the Voting Shares who, being present in person or by proxy and entitled to vote thereon, vote at the Meeting (or any adjournment or postponement thereof) excluding abstentions and broker non-votes.

 

Further details regarding the Proposals are set out in the attached proxy statement (which proxy statement is hereby incorporated into this notice by reference). The accompanying proxy statement provides you with detailed information about the Annual General Meeting. Please give this material your careful attention.

 

 

 

 

Please read our Proxy Statement for important information on each of the Proposals. Your vote is important. Whether or not you expect to attend the Annual General Meeting, and whether you are a registered shareholder (with shares held of record) or a holder of shares in street name (with shares held by a bank, brokerage firm or other nominee), please vote at your earliest convenience by following the instructions in the proxy card and in our Proxy Statement.

 

By inserting the control number to be provided to you on your proxy card at http:// www.proxyvote.com for registered shareholders and for street shareholders (if your bank, brokerage firm, or other nominee supports www.voteproxy.com and has agreed to provide you with a control number for this purpose), you will have instructions on how to access our proxy materials, and on how to vote via the Internet, mobile device or by proxy card. If you own shares in street name, meaning that your shares are held by a bank, brokerage firm, or other nominee, you may also instruct that institution on how to vote your shares.

 

Proxies submitted by registered shareholders and street shareholders (whether by internet or by mailing a proxy card) must be received by the Company no later than 11:59 p.m., Eastern time, on 30 June 2026 to ensure your representation if you are not planning to attend in person our Annual General Meeting. Notwithstanding the foregoing, completing the proxy card in accordance with the instructions set forth on the proxy card will not deprive you of your right to attend the Annual General Meeting and expressly vote your Voting Shares in person. Please note, however, that if your Voting Shares are held of record by a brokerage firm, bank or other nominee and you wish to vote at the Annual General Meeting in person, you must (i) obtain from the record holder a “legal proxy” issued in your name and email a scanned copy of such “legal proxy” to ShareholderRelations@vincicompass.com prior to the Annual General Meeting and (ii) present your voting information card at the Annual General Meeting.

 

If you abstain from voting, fail to cast your vote in person, fail to complete and return your proxy card in accordance with the instructions set forth on the proxy card, or fail to give voting instructions to your broker, dealer, commercial bank, trust company or other nominee, your vote will not be included or counted in the determination of the number of Voting Shares present and voting for purposes of determining whether any Proposal has been passed.

 

 

 

 

If you receive more than one proxy card because you own Voting Shares that are registered in different names, please vote all of your Voting Shares shown on each of your proxy cards in accordance with the instructions set forth on each such proxy card.

 

Thank you for your cooperation and continued support.

 

Very truly yours,

 

By order of the Board of Directors,

 

/s/ Gilberto Sayão da Silva  
Name: Gilberto Sayão da Silva  
Title: Chairperson  

 

Dated: 01 June 2026

 

Registered Office:

c/o Harneys Fiduciary (Cayman) Limited

P.O. Box 10240

Grand Cayman

KY1-1002

Cayman Islands

 

 

 

 

Important Notice Regarding the Availability of Proxy Materials for

 

Vinci Compass Investments Ltd. Annual General Meeting

 

to be held on 01 July 2026

 

 

Our Proxy Statement and our 2025 annual report on Form 20-F can be accessed, free of charge, on the Investor Relations section of the Company’s website at https://ir.vincicompass.com and on the website of the U.S. Securities and Exchange Commission (“SEC”) at www.sec.gov.  

 

By inserting the control number to be provided to you on your proxy card at www.proxyvote.com for registered shareholders and for street shareholders (if your bank, brokerage firm, or other nominee supports www.voteproxy.com and has agreed to provide you with a control number for this purpose), you will have instructions on how to access our proxy materials, and on how to vote via the Internet, mobile device or by proxy card. If you own shares in street name, meaning that your shares are held by a bank, brokerage firm, or other nominee, you may also instruct that institution on how to vote your shares.

 

 

 

 

Exhibit 99.2

 

 

 

VINCI COMPASS INVESTMENTS LTD.

 

PROXY STATEMENT

 

ANNUAL GENERAL MEETING OF SHAREHOLDERS

To be held on 01 July 2026

 

GENERAL

 

The board of directors of Vinci Compass Investments Ltd. (the “Board” and the “Company” or “we”, respectively) is soliciting proxies for the annual general meeting of shareholders (the “Meeting”) of the Company to be held on 01 July 2026 at 10:00 a.m., Rio de Janeiro time, being 9:00 a.m., New York time. The Meeting will be held at the Company's offices, located at Avenida Bartolomeu Mitre, nº. 336, Leblon, Rio de Janeiro/RJ, 22431-002, Brazil.

 

This proxy statement, the notice to shareholders of our Meeting and the form of electronic proxy card, along with instructions on how to vote using the proxy card provided therewith, are available and can be accessed free of charge on the Investor Relations section of our website at https://ir.vincicompass.com and on the website of the U.S. Securities Exchange Commission (“SEC”) at www.sec.gov.

 

You will be able to attend the Meeting online by visiting https://www.virtualshareholdermeeting.com/VINP2026. You will also be able to vote your shares online or by attending the Meeting by webcast. To participate in the Meeting, you will need to review the information included on proxy or in the instructions that accompanied your proxy materials.

 

We recommend that you give yourself ample time to log in before the Meeting begins. Registered shareholders and duly appointed proxyholders who participate in the Meeting will be able to listen to the Meeting, ask written questions and vote, provided that they are connected to the Internet. For shareholders, the control number located on your proxy or in the email notification you received is your “Control Number” to access the Meeting. Broadridge will provide duly appointed proxyholders with a Username by email after the proxy voting deadline has passed and the proxyholder has been duly appointed AND registered.

 

 

 

 

 

Our Proxy Statement and our 2025 annual report on Form 20-F can be accessed, free of charge, on the Investor Relations section of the Company’s website at https://ir.vincicompass.com and on SEC’s website at www.sec.gov.

 

By inserting the control number to be provided to you on your proxy card at www.proxyvote.com for registered shareholders and for street shareholders (if your bank, brokerage firm, or other nominee supports www.voteproxy.com and has agreed to provide you with a control number for this purpose), you will have instructions on how to access our proxy materials, and on how to vote via the Internet, mobile device or by proxy card. If you own shares in street name, meaning that your shares are held by a bank, brokerage firm, or other nominee, you may also instruct that institution on how to vote your shares.

 

RECORD DATE, SHARE OWNERSHIP AND QUORUM

 

Only the holders of record of Class A common shares, Class B common shares (together, the “Common Shares”) and Series A convertible preferred shares (together with the Common Shares, the “Voting Shares”) of the Company as at the close of business on 26 May 2026, Eastern Time (the “Record Date”) are entitled to receive notice of, attend and vote at the Meeting and any adjournment thereof. No person, whether personally or appropriately acting by proxy or, if a corporation or other non-natural person, its duly authorised representative, shall be entitled to vote at the Meeting unless they are registered as a shareholder of the Company on the Record Date.

 

As of the close of business on the Record Date, 65,516,626 Common Shares issued and outstanding, including 51,050,387 Class A common shares and 14,466,239 Class B common shares, and 100,000 Series A convertible preferred shares were issued and outstanding. One or more shareholders holding not less than one-third in aggregate of the voting power of all Voting 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, constitute a quorum of the shareholders. In the absence of the requisite quorum, the Meeting shall be adjourned to the same day in the next week, at the same time and place, unless otherwise determined by the Board of the Company in accordance with the Companies Act (As Revised) of the Cayman Islands (the “Companies Act”), and the Company’s Amended and Restated Memorandum and Articles of Association.

 

 

 

 

Our Board notes that the chairperson of the Board, Mr Gilberto Sayão da Silva, has disclosed that he beneficially owns 100% of the Company’s Class B common shares and intends to vote these shares “FOR” the resolutions at the Meeting.

 

VOTING AND PROXY SOLICITATION

 

Each Class A common share issued and outstanding as of the close of business on the Record Date is entitled to one vote at the Meeting. Each Class B common share issued and outstanding as of the close of business on the Record Date is entitled to ten votes at the Meeting. Each Series A convertible preferred share issued and outstanding as of the close of business on the Record Date is entitled to vote, on an as-converted basis, pursuant to the number of Class A common shares to which it is convertible, and in accordance with the respective Certificate of Designation.

 

Provided that a quorum is present, each of the Ordinary Resolutions put to the vote at the Meeting requires the affirmative vote of holders of a simple majority of the aggregate voting power of the Company who, being present in person or by proxy and entitled to vote thereon, vote at the Meeting.

 

The Company may, from time to time, prior to the Meeting, furnish additional documents to the SEC on Form 6-K. YOU ARE URGED TO READ ANY SUCH DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY MAY CONTAIN IMPORTANT INFORMATION ABOUT THE MEETING AND THE RESOLUTIONS TO BE PROPOSED THEREAT. Investors and shareholders will be able to obtain free copies of such documents once they are filed with or furnished to the SEC through the SEC's website at http://www.sec.gov. Copies of the documents filed with or furnished to the SEC by the Company will be available free of charge on the Investor Relations section of the Company’s website at https://ir.vincicompass.com. Certain of the Company’s officers, directors, employees and agents may solicit proxies by telephone, facsimile, electronic mail or other personal contact. However, such parties will not receive additional compensation, therefore. The Company will bear the cost of any solicitation of proxies, including the cost of preparing, assembling and mailing any proxy materials.

 

 

 

 

VOTING BY HOLDERS OF VOTING SHARES

 

Voting Shares that are properly voted via the Internet, mobile device or for which proxy cards are properly executed and returned within the deadline set forth below will be voted at the Meeting in accordance with the directions given. If no specific instructions are given in such proxy cards, the proxy holder will vote the Voting Shares they represent as our Board may recommend. On any other matters that may properly come before the Meeting, the persons named in the proxy card will vote the Voting Shares they represent in their discretion, or if so, instructed in the proxy card, as our Board may recommend.

 

Where any holder of Voting Shares affirmatively abstains from voting, fails to cast her, his or its vote in person or by proxy or fails to give voting instructions to the broker, dealer, commercial bank, trust company or other nominee, on any particular resolution, the votes attaching to such Voting Shares will not be included or counted in the determination of the number of Voting Shares present and voting for the purposes of determining whether such resolution has been passed (but they will be counted for the purposes of determining the quorum, as described above).

 

Voting via the Internet or by mobile device helps save money by reducing postage and proxy tabulation costs. Each of these voting methods is available 24 hours per day, seven days per week. To vote by any of these methods, read this Proxy Statement, have your proxy card in hand, and follow the instructions set forth in the proxy card.

 

Proxies submitted by registered shareholders and street shareholders (whether by internet or by mailing a proxy card) must be received by the Company no later than 11:59 p.m., Eastern time, on 30 June 2026 to ensure your representation if you are not planning to attend our Meeting in person. Notwithstanding the foregoing, completing the proxy card in accordance with the instructions set forth on the proxy card will not deprive you of your right to attend the Meeting and vote your Voting Shares in person. Please note, however, that if your Voting Shares are held of record by a brokerage firm, bank or other nominee and you wish to vote at the Meeting in person, you must (i) obtain from the record holder a “legal proxy” issued in your name and email a scanned copy of such “legal proxy” to ShareholderRelations@vincicompass.com prior to the Meeting and (ii) present your voting information card at the Meeting.  

 

 

 

 

The manner in which your shares may be voted depends on how your shares are held. If you own shares of record, meaning that your shares are represented in book entry form as recorded in the register of members of the Company in your name so that you appear as a shareholder on the records of Equiniti Trust Company, LLC “EQ” (i.e., you are a registered shareholder), our stock transfer agent, this Proxy Statement, the notice of Meeting and the proxy card will be available to you at http:// www.proxyvote.com by inserting the control number on the proxy card to be provided to you by the Company. You may provide voting instructions by internet, mobile device or (if you have received paper copies of our proxy materials) by returning a proxy card. You may also attend the Meeting and vote in person. If you own Voting Shares of record and you do not vote by proxy or in person at the Meeting, your shares will not be voted.

 

If you own shares in street name (i.e., you are street shareholder), meaning that your shares are held by a bank, brokerage firm, or other nominee, you are then considered the “beneficial owner” of shares held in “street name,” and as a result, this Proxy Statement, the notice of Meeting and the proxy card will be available to you at www.voteproxy.com by inserting the control number on the instructions to be provided to you by your bank, brokerage firm, or other nominee holding the shares if your bank, brokerage firm, or other nominee supports www.voteproxy.com and has agreed to provide you with a control number for this purpose. You may provide voting instructions by internet, mobile device or (if you have received paper copies of proxy materials through your bank, brokerage firm, or other nominee) by returning a voting instruction form received from that institution. If you own Voting Shares in street name and attend the Meeting, you must (i) obtain a “legal proxy” from the bank, brokerage firm, or other nominee that holds your shares in order to vote your shares at the Meeting, email a scanned copy of such “legal proxy” to ShareholderRelations@vincicompass.com  prior to the Meeting and (ii) present your voting information card at the Meeting.

 

The Board recommends voting in favour of the Proposals (as defined below).

 

If you direct the proxy holder to vote FOR any or all of the Proposals, you may indicate in your proxy card if you would like to change such direction, without any further action, to vote AGAINST all resolutions if the Board announces, on or prior to the date of the Meeting, an adverse recommendation with respect to the Proposals. If no additional direction is made in your proxy card, the Voting Shares in respect of which a proxy card is given will be voted in accordance with the directions made in your proxy card unless revoked in a timely manner as further discussed below.

 

 

 

 

Revocability of Proxies

 

Registered shareholders may revoke their proxy or change voting instructions before shares are voted at the Meeting by submitting a written notice of revocation to our Investor Relations department (ShareholderRelations@vincicompass.com) or a duly executed proxy (via the Internet, mobile device or by returning a proxy card) bearing a later date (which must be received by the Company no later than the date set forth below) or by attending the Meeting and voting in person. A shareholder owning Voting Shares in street name may revoke or change voting instructions by contacting the bank, brokerage firm, or other nominee holding the shares or by obtaining a legal proxy from such institution, emailing a scanned copy of such “legal proxy” to ShareholderRelations@vincicompass.com prior to the Meeting and presenting your voting information card at the Meeting.

 

If you are not planning to attend in person our Meeting, to ensure your representation at our Meeting, revocation of proxies submitted by registered shareholders and street shareholders (whether by internet or by mailing a proxy card) must be received by the Company no later than 11:59 p.m., Eastern time, on 30 June 2026.

 

PROPOSED RESOLUTIONS

 

The following resolutions will be proposed at the Meeting:

 

(i)as an Ordinary Resolution, that the Company’s financial statements and the auditor’s report for the fiscal year ended 31 December 2025 be approved and ratified; and

 

(ii)as an Ordinary Resolution, that Mr Eugenio Garza y Garza be appointed as director of the Company, following the resignations of Mr Lywal Salles Filho and Mr Rogério Ladeira Furquim Werneck and his appointment as interim director by the Board on 17 March 2026.

 

We refer to these resolutions collectively as the “Proposals” and each individually as a “Proposal.”

 

 

 

 

We will also consider any other business that properly comes before the Meeting or any adjournment or postponement thereof, including voting on the adjournment or postponement of such meeting.

 

No other business is expected to be transacted at the Meeting; but, if any other matter is properly presented at the Meeting, including voting on the adjournment or postponement of the Meeting, the persons named in the proxy card will vote the Voting Shares they represent in their discretion, or if so instructed in the proxy card, as our Board of Directors may recommend.

 

OUR BOARD RECOMMENDS THAT YOU VOTE “FOR” APPROVAL OF THE PROPOSALS.

 

Very truly yours,

 

By order of the Board of Directors,

 

/s/ Gilberto Sayão da Silva  
Name: Gilberto Sayão da Silva  
Title: Chairperson  

 

Dated: 01 June 2026

 

Registered Office:

c/o Harneys Fiduciary (Cayman) Limited

P.O. Box 10240

Grand Cayman

KY1-1002

Cayman Islands

 

 

 

 

 

Exhibit 99.3

 

SCAN TO VIEW MATERIALS & VOTE VINCI COMPASS INVESTMENTS LTD. AV. BARTOLOMEU MITRE, 336, LEBLON RIO DE JANEIRO, RJ, 22431 - 002 BRAZIL VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11 : 59 p . m . Eastern Time on June 30 , 2026 . Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form . During The Meeting - Go to www . virtualshareholdermeeting . com/VINP 2026 You may attend the meeting via the Internet and vote during the meeting . Have the information that is printed in the box marked by the arrow available and follow the instructions . VOTE BY PHONE - 1 - 800 - 690 - 6903 Use any touch - tone telephone to transmit your voting instructions up until 11 : 59 p . m . Eastern Time on June 30 , 2026 . Have your proxy card in hand when you call and then follow the instructions . VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage - paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717 . TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: T01066 - P51811 KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY VINCI COMPASS INVESTMENTS LTD. The Board of Directors recommends you vote FOR the following proposals: For Against Abstain 1. As an ordinary resolution, that the Company’s financial statements and the auditor’s report for the fiscal year ended December 31, 2025 be approved and ratified; and       2. As an ordinary resolution, that Mr. Eugenio Garza y Garza be appointed as director of the Company, following the resignations of Mr. Lywal Salles Filho and Mr. Rogério Ladeira Furquim Werneck and his appointment as interim director by the Board on March 17, 2026. NOTE: Such other business as may properly come before the meeting or any adjournment thereof. Please sign exactly as your name(s) appear(s) hereon . When signing as attorney, executor, administrator, or other fiduciary, please give full title as such . Joint owners should each sign personally . All holders must sign . If a corporation or partnership, please sign in full corporate or partnership name by authorized officer . Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date

 

 

Important Notice Regarding the Availability of Proxy Materials for the Annual General Meeting: The Company's Form 20 - F are available at www.proxyvote.com. T01067 - P51811 VINCI COMPASS INVESTMENTS LTD. Proxy for Annual General Meeting of Shareholders on July 1, 2026 Solicited on Behalf of the Board of Directors I/We Please Print Name(s) of Please Print Address(es) being (a) shareholder(s) of the Company hereby appoint of or failing him/her of or failing him/her the duly appointed chairman of the Meeting as my/our proxy to vote for me/us and on my/our behalf at the annual general meeting of shareholders (the "AGM") of Vinci Compass Investments Ltd . (the "Company") to be held on July 1 , 2026 at 10 : 00 a . m . , Rio de Janeiro time, being 9 : 00 a . m . , New York time, at the offices of the Company located at Av . Bartolomeu Mitre, 336 , Leblon, Rio de Janeiro, RJ, 22431 - 002 , Brazil and at any adjournment of the AGM . My proxy is instructed to vote on a poll or on a show of hands on the resolutions in respect of the matter specified in the Notice of the AGM as indicated on the reverse side : Continued and to be signed on reverse side

 

 

 

Exhibit 99.4

 

 

 

 

You invested in VINCI COMPASS INVESTMENTS LTD. and it’s time to vote!

You have the right to vote on proposals being presented at the Annual General Meeting. This is an important notice regarding the availability of proxy materials for the shareholder meeting to be held on July 1, 2026.

 

Get informed before you vote

View Company’s Form 20-F online OR you can receive a free paper or email copy of the material(s) by requesting prior to June 17, 2026. If you would like to request a copy of the material(s) for this and/or future shareholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to sendmaterial@proxyvote.com. If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy.

 

 

 

 

 

*Please check the meeting materials for any special requirements for meeting attendance. If you are attending the meeting in person, you will need to request a ballot to vote these shares.

 

 

Your Vote Counts! VINCI COMPASS INVESTMENTS LTD. 2026 Annual General Meeting Vote by June 30, 2026 11:59 PM ET VINCI COMPASS INVESTMENTS LTD. AV. BARTOLOMEU MITRE, 336, LEBLON RIO DE JANEIRO, RJ, 22431 - 002 BRAZIL T01068 - P51811 You invested in VINCI COMPASS INVESTMENTS LTD. and it’s time to vote! You have the right to vote on proposals being presented at the Annual General Meeting. This is an important notice regarding the availability of proxy materials for the shareholder meeting to be held on July 1, 2026. Get informed before you vote View Company’s Form 20 - F online OR you can receive a free paper or email copy of the material(s) by requesting prior to June 17, 2026. If you would like to request a copy of the material(s) for this and/or future shareholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1 - 800 - 579 - 1639 or (3) send an email to sendmaterial@proxyvote.com. If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy. For complete information and to vote, visit www.ProxyVote.com Control # Smartphone users Point your camera here and vote without entering a control number Vote in Person or Virtually at the Meeting* July 1, 2026 9:00 a.m., New York Time Av. Bartolomeu Mitre, 336 Leblon, Rio de Janeiro RJ, 22431 - 002, Brazil www.virtualshareholdermeeting.com/VINP2026 *Please check the meeting materials for any special requirements for meeting attendance. If you are attending the meeting in person, you will need to request a ballot to vote these shares.

 

 

Vote at www.ProxyVote.com

 

 

 

THIS IS NOT A VOTABLE BALLOT

 

This is an overview of the proposals being presented at the upcoming shareholder meeting. Please follow the instructions on the reverse side to vote these important matters.

 

 

 

 

 

   

Board 

Recommends

Voting Items

 

 

1.   As an ordinary resolution, that the Company’s financial statements and the auditor’s report for the fiscal year ended December 31, 2025 be approved and ratified; and

2.   As an ordinary resolution, that Mr. Eugenio Garza y Garza be appointed as director of the Company, following the resignations of Mr. Lywal Salles Filho and Mr. Rogério Ladeira Furquim Werneck and his appointment as interim director by the Board on March 17, 2026.

NOTE: Such other business as may properly come before the meeting or any adjournment thereof.

 

 

 

 

 

 

 

Prefer to receive an email instead? While voting on www.ProxyVote.com, be sure to click “Delivery Settings”.

 

 

 

Vote at www.ProxyVote.com THIS IS NOT A VOTABLE BALLOT This is an overview of the proposals being presented at the upcoming shareholder meeting. Please follow the instructions on the reverse side to vote these important matters. Voting Items Board Recommends For 1. As an ordinary resolution, that the Company’s financial statements and the auditor’s report for the fiscal year ended December 31, 2025 be approved and ratified; and For 2 . As an ordinary resolution, that Mr . Eugenio Garza y Garza be appointed as director of the Company, following the resignations of Mr . Lywal Salles Filho and Mr . Rogério Ladeira Furquim Werneck and his appointment as interim director by the Board on March 17 , 2026 . NOTE: Such other business as may properly come before the meeting or any adjournment thereof. Prefer to receive an email instead? While voting on www.ProxyVote.com, be sure to click “Delivery Settings”. T01069 - P51811

 

 

FAQ

When is Vinci Compass (VINP) holding its 2026 Annual General Meeting?

The Annual General Meeting is scheduled for 01 July 2026 at 10:00 a.m. Rio de Janeiro time, which is 9:00 a.m. New York time. It will be held at the company’s Rio de Janeiro offices and can also be attended online via webcast.

Who is entitled to vote at Vinci Compass (VINP) 2026 shareholder meeting?

Holders of record of Class A and Class B common shares and Series A convertible preferred shares as of the close of business on 26 May 2026 may vote. Only shareholders registered on that Record Date can receive notice, attend, and vote at the meeting or any adjournment.

What proposals will Vinci Compass (VINP) shareholders vote on in 2026?

Shareholders will vote on two ordinary resolutions: approving and ratifying the Company’s financial statements and auditor’s report for the year ended 31 December 2025, and appointing Eugenio Garza y Garza as a director, following earlier director resignations and his interim appointment.

How many Vinci Compass (VINP) shares are outstanding and how do votes work?

As of the Record Date, there were 65,516,626 common shares outstanding (51,050,387 Class A and 14,466,239 Class B) and 100,000 Series A preferred shares. Each Class A share has one vote, each Class B share ten votes, and each Series A preferred share votes on an as‑converted basis.

How can Vinci Compass (VINP) shareholders vote their shares for the 2026 meeting?

Shareholders can vote via Internet, mobile device, or by returning a proxy card, using the control number on their proxy materials. Proxies from registered and street shareholders must be received by 11:59 p.m. Eastern time on 30 June 2026 if they do not plan to attend in person.

What is the Vinci Compass (VINP) Board’s recommendation on the 2026 proposals?

The Board recommends shareholders vote FOR both proposals: approval of the 2025 financial statements and auditor’s report, and appointment of Eugenio Garza y Garza as director. The chairperson, who beneficially owns all Class B shares, has stated he intends to vote them in favor.

Filing Exhibits & Attachments

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