Vinci Compass Investments Ltd. Class A Common Shares M&A announcement

Please go ahead, Ana. Thank you, and good evening, everyone.

Thank you for joining us today to hear more about the launch of Vinci Permanent Capital Solutions with the acquisition of AustralRe. Joining us today are Alessandro Horta, Vinci Compass Chief Executive Officer, Bruno Zaremba, President of Finance and Operations, and Bruno Freire, AustralRe's Chief Executive Officer. Earlier today, we issued a press release and slide presentation covering the transaction, which are available on our website at ir.vincicompass.com. I would like to remind you that statements or comments made on this call may be forward-looking statements. Forward-looking statements may include, but are not necessarily limited to, financial projections and other statements of the company's plans, objectives, expectations, or intentions. These matters involve certain risks and uncertainties.

The company's actual results may differ materially from those projected or suggested in any forward-looking statements due to a variety of factors, which are discussed in detail in our SEC filings. We do not undertake any duty to update these statements. Also note that nothing on this call constitutes an offer to sell or solicitation of an offer to purchase an interest in Vinci Compass or in any Vinci Compass fund. With that, I will turn the call over to our Chief Executive Officer, Alessandro Horta.

Thank you, Ana. Good evening, everyone, and thank you for joining us. It is a pleasure to be here today to discuss a transaction we are very proud and excited about. Before we get into the details, I would like to share why this transaction matters so much to us. The launch of Vinci Permanent Capital Solutions, or VPCS, as we will start referring to from now on, marks a milestone for Vinci Compass and an unparalleled asset management transaction in the Latin America alternatives landscape. Vinci Compass will be the first player in this industry to have access to a growing source of permanent capital with the goal of supporting the seeding of proprietary fundraisings and leveraging growth, which we believe is a key differentiator and competitive advantage in this market. The transaction involves the acquisition of a business we know exceptionally well.

We founded AustralRe in 2011 alongside our VCP private equity strategy as a co-investor, and we have been on its board ever since. AustralRe was one of the first local reinsurers created in Brazil after the regulatory change that opened the market to competition. It was an innovative and entrepreneurial move at the time, and we are extremely proud that it has since become one of the most respected reinsurance franchises in Latin America. AustralRe has grown over the last 15 years to become a scaled, profitable, and well-capitalized platform with BRL 3 billion in gross written premiums, operations across 16 countries in Latin America, and BRL 1.8 billion in cash and investments. Bruno Freire, the CEO of AustralRe, is here with us today and will share more details shortly.

Going back to why we call it an asset management transaction, AustralRe will become an important client of Vinci Compass, investing in the same funds under the same structure as our LPs, as was our practice from the IPO until now with the asset manager's balance sheet. With AustralRe's capital invested alongside our LPs, our alignment with investors become even stronger, and that alignment has always been at the heart of who we are. Despite 15 years of history together, AustralRe represents almost none of Vinci Compass' AUM today, and we are very encouraged about how much this relationship can grow in coming years. But the benefits go both ways. AustralRe will be able to earn higher yields on its investment portfolio while Vinci Compass gains a stronger growth driver through permanent capital that may support GP commitments. This is particularly relevant in our region.

In Latin America, capital cycles are longer and GP commitment expectations are higher, which makes permanent capital a decisive competitive advantage. This is exactly what VPCS is built to deliver. It gives us an efficient and stable source of long-term capital that may support Vinci Compass GP commitments and the strategic flexibility to keep growing with conviction across market cycles. Over our history, AustralRe has operated with a disciplined combined ratio below 100%, generating positive technical underwriting results. This means the company's investable float has been accumulated essentially without operating costs, providing Vinci Compass with what is effectively zero cost, non-redeemable investment capital. Anchored by AustralRe, VPCS will operate as a new business vertical separated from our asset management division.

This creates a clear and most transparent segregation between our asset light and balance sheet businesses, and bring focus to the recurrent nature of our asset management business, which will from now on report basically FRE, PRE, and financial results from liquid cash, M&A related debt, and the Ares convert as components of our distributable earnings, leaving realized and unrealized gains from our GP commitments reported today as IRE to be reported as part of the VPCS business. One point that is of key importance to highlight is that despite opening a new business frontier, the execution risk we envision for this transaction is very limited. As we have been running the business alongside Bruno Freire and team since day one are extremely familiar with its dynamics and the reinsurance market. The integration takes place at a strategic level while AustralRe's operation will remain unchanged.

There is no need or plan to consolidate operations as the two businesses will continue to be run in the same way by the same people, and we can dedicate our full energy to capturing and maximizing the significant opportunities ahead. The financial impact is equally compelling. The transaction is expected to be immediately accretive, with double-digit accretion to distributable earnings per share. We expect for closing to happen in the first quarter of 2027, subject to regulatory approval and other customary conditions. We are bringing together two complementary businesses with aligned cultures, principles, and long-term vision. Vinci Compass gains a permanent and cost-efficient source of capital to support its growth, while AustralRe gains the strength of a Nasdaq-listed group with access to a larger capital base to grow its business, enhanced investment opportunities while keep the team that has been instrumental to its success.

Both businesses have substantial growth ahead of them, and together they are better positioned than ever to capture it. We could not be more confident about the journey ahead and the value it will create for our clients, investors, and shareholders. With that, I will hand it over to Bruno Freire, AustralRe's CEO, who will walk you through the company in more detail.

Thank you, Alessandro, and good evening, everyone. It is a pleasure to be here today. This is a defining moment in AustralRe's journey, and our entire team is very excited about what lies ahead. It is funny how Alessandro and Bruno hired me 16 years ago to start up the AustralRe project, and here we are combining the two franchises we built side by side during this time. It is really a remarkable development. Let us start with a snapshot of AustralRe, which was founded in 2011 with a clear strategic vision to build a leading independent reinsurance platform in Brazil and in Latin America. 15 years later, we are present in 16 countries around the region with offices in Rio de Janeiro, São Paulo, and Bogotá, have established longstanding relationships with our clients and leading market players.

Over the last 12 months ended in June 2026, we wrote BRL 3 billion in gross premiums with a diversified portfolio across lines of business and geographies. A balance that optimizes performance and mitigates risk. Property in Brazil is our largest line of business at around 30% of our gross written premiums, followed by property and casualty LatAm outside Brazil at 20%, and life at 13%. In terms of geography, Brazil accounts for 77% of the book, with Colombia, Argentina, and Mexico as our most relevant markets outside Brazil. Over the years, we have steadily strengthened our credit profile and achieved the ratings we have today, which are a source of great pride for us. Moving to slide 4, this timeline tells us the story of how AustralRe grew from an entrepreneurial and strategic vision into Brazil's second-largest local reinsurer.

Our journey began in 2011, and soon after, we welcomed IFC as an equity investor in 2014. In the following year, we began expanding beyond Brazil into other Latin American markets. In 2019, we merged with Terra Brasis, creating Brazil's second-largest local reinsurer. Two years later, we acquired Markel Resseguradora do Brasil and kept investing in selected growth opportunities while deepening our presence across Latin America from 2022 onwards. As I mentioned earlier, our credit profile was consistently strengthened along the way. Austral Holding was upgraded to brAAA in 2018 by S&P, and received a positive outlook in 2020 and was upgraded to A- global rating by AM Best in 2023. More recently, we have combined record profitability with continued investment in the future of the business. In 2024, we delivered the largest technical result in AustralRe's history, followed by record net profit in 2025.