Exhibit 99.2
Estre Ambiental, Inc.
(the “Company”)
NOTICE OF ANNUAL GENERAL MEETING OF THE COMPANY
Notice is hereby given that an Annual General Meeting of the Company (the “AGM”) will be held at the offices of the Company located at 4509, Avenida Brigadeiro Faria Lima, 8th Floor, Vila Olímpia, São Paulo,04538-133 – SP, Brazil on December 20, 2019 at 10.30am (São Paulo time).
The AGM will be webcast live over the Internet. You should attend the AGM online by visitingwww.virtualshareholdermeeting.com/ESTR2019 and following the instructions online. By attending the AGM online, you can vote your shares electronically and submit your questions during the AGM. We encourage you to access the meeting prior to the start time. You will need to have your16-Digit Control Number included in your personalised proxy card in order to attend the AGM.
The AGM will be held for the purpose of considering and, if thought fit, passing and approving the following resolutions:
4. | to resolve, as an ordinary resolution, that Klaus Pohle will be appointed as a Class II Director of the Company with immediate effect, to hold office in accordance with the Articles of Association of the Company; |
5. | to resolve, as an ordinary resolution, that the appointment of Ernst & Young Auditores Independentes S.S. as the independent auditors of the Company for the financial year ending 31 December 2019 be approved, ratified and confirmed; and |
6. | to consider and act upon all other matters which may properly come before the AGM or any adjournment thereof in accordance with the amended and restated memorandum and articles of association of the Company. |
The AGM will also serve as an opportunity for shareholders to discuss Company affairs with management.
The Board of Directors of the Company (the “Board”) has fixed the close of business on November 6, 2019 as the record date (the “Record Date”) for determining the shareholders of the Company entitled to receive notice of the AGM or any adjournment thereof. The holders of record of the Ordinary Shares and the Class B Shares of the Company as at the close of business on the Record Date are entitled to receive notice of and attend the AGM and any adjournment thereof.
The Company’s 2018 annual report for the fiscal year ended December 31, 2018 was filed with the U.S. Securities and Exchange Commission (the “Commission”) on May 15, 2019, and amended by Amendment No. 1 thereto filed with the Commission on June 7, 2019 (together, the “Form20-F”). Shareholders may obtain a copy of the Form20-F, free of charge, from the Company’s website athttp://www.estre.com.br/new-investor-relations/?lang=en, or by contacting the Company’s Investor Relations Department at 4509, Avenida Brigadeiro Faria Lima, 8th Floor, Vila Olímpia, São Paulo,04538-133 – SP, Brazil, by email atir@estre.com.br, or by telephone at +55 11 2124-3100.
In addition to the other information included in the Form20-F, you will find in the Form20-F biographies for the incumbent members of the Board, including the biography of the Class II Director who is standing for appointment to the Board at the AGM.
The Board recommends that shareholders of the Company vote “FOR” each of the resolutions 1 and 2 at the AGM. Your vote is very important to the Company.
Whether or not you plan to attend the AGM, please promptly complete, date, sign and return the enclosed personalised proxy card attached to this Notice in the enclosed,pre-addressed envelope provided for that purpose.
By order of the Board
/s/ Sergio Pedreiro
Name: Sergio Pedreiro
Title: Director
Dated: November 22, 2019
Registered Office:
c/o Maples Corporate Services Limited
PO Box 309, Ugland House
Grand Cayman
KY1-1104
Cayman Islands