Exhibit 99.2
VASTA PLATFORM LIMITED
Av. Paulista, 901, 5th Floor
Bela Vista, São Paulo – SP 01310-100, Brazil
PROXY STATEMENT
General
The board
of directors of Vasta Platform Limited (the “Company” or “we”) is soliciting proxies for the annual
general meeting of shareholders (the “AGM”) of the Company to be held on 16 December 2024 at 10:00 a.m., São
Paulo time, being 9:00 a.m., Eastern Daylight Time. The AGM will be held at the offices of the Company located at Av. Paulista, 901,
5th Floor, Bela Vista, São Paulo – SP, 01310-100, Brazil.
On 27 November
2024, we first e-mailed to our shareholders the AGM Notice indicating that our proxy materials, including our proxy statement, the notice
to shareholders of our AGM and the proxy card, along with instructions on how to vote using the proxy card provided therewith are available
on our website. This proxy statement can also be accessed, free of charge, on the Investor Relations section of the Company’s website
at https://ir.vastaplatform.com/shareholder-meetings and on the SEC’s website at www.sec.gov.
Record
Date, Share Ownership and Quorum
Only the
holders of record of Class A common shares and Class B common shares (together, the “Common Shares”) of the Company
as at the close of business on 6 November 2024 New York time (the “Record Date”) are entitled to receive notice of
and attend the AGM and any adjournment thereof. No person shall be entitled to vote at the AGM unless it is registered as a shareholder
of the Company on the record date for the AGM.
As of the
close of business on the Record Date, 80,171,728 Common Shares were issued and outstanding, including 15,735,635 Class A common shares
and 64,436,093 Class B common shares. One or more shareholders holding not less than one-third in aggregate of the voting power of all
Common 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
authorized representative, constitutes a quorum of the shareholders.
Voting
and 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 AGM. 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 AGM. The resolution
to be put to the vote at the AGM will each be approved by an ordinary resolution (i.e. a simple majority of the votes cast, by or on
behalf of, the shareholders attending and voting at the AGM).
Voting
by Holders of Common Shares
Common Shares
that are properly voted, for which proxy cards are properly executed and returned within the deadline set forth below, will be voted
at the AGM in accordance with the directions given. If no specific instructions are given in such proxy cards, the proxy holder will
vote in favor of the item(s) set forth in the proxy card. The proxy holder will also vote in the discretion of such proxy holder on any
other matters that may properly come before the AGM, or at any adjournment thereof. Where any holder of Common Shares affirmatively abstains
from voting on any particular resolution, the votes attaching to such Common Shares will not be included or counted in the determination
of the number of Common 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).
Proxies
submitted by registered shareholders and street shareholders (by returning the proxy card) must be received by us no later than 11:59
p.m., Eastern time, on 13 December 2024 to ensure your representation at our AGM.
The manner
in which your Common Shares may be voted depends on how your Common Shares are held. If you own Common Shares of record, meaning that
your Common Shares are represented by book entries in your name so that you appear as a shareholder on the records of American Stock
Transfer & Trust Company, LLC (“AST”) (i.e., you are a registered shareholder), our stock transfer agent, the
Notice of the AGM will be e-mailed to you by AST indicating that this proxy statement, the notice of AGM and the proxy card are available
on our website. You may provide voting instructions by returning a proxy card. You also may attend the AGM and vote in person. If you
own Common Shares of record and you do not vote by proxy or at the AGM, your Common Shares will not be voted.
If you own
Common Shares in street name (i.e., you are street shareholder), meaning that your Common Shares are held by a bank, brokerage firm,
or other nominee, you are then considered the “beneficial owner” of Common Shares held in “street name,” and
as a result, this proxy statement, the notice of AGM and the proxy card will be provided to you by your bank, brokerage firm, or other
nominee holding the Common Shares. You may provide voting instructions to them directly by returning a voting instruction form received
from that institution. If you own Common Shares in street name and attend the AGM, you must obtain a “legal proxy” from the
bank, brokerage firm, or other nominee that holds your Common Shares in order to vote your Common Shares at the AGM by presenting your
voting information card.
Internet
Voting
You may
cast your Common Shares vote by accessing “www.voteproxy.com”. Follow the on-screen
instructions or scan the QR code provided to you on an electronic proxy card. Have your proxy card available when you access the web
page.
Revocability
of Proxies
Registered
shareholders may revoke their proxy or change voting instructions before Common Shares are voted at the AGM by submitting a written notice
of revocation to our Investor Relations department (ir@vastaplatform.com), or a duly executed proxy bearing a later date (which must
be received by us no later than the date set forth below) or by attending the AGM and voting in person. A beneficial owner owning Common
Shares in street name may revoke or change voting instructions by contacting the bank, brokerage firm, or other nominee holding the Common
Shares or by obtaining a legal proxy from such institution and voting in person at the AGM. If you are not planning to attend our
AGM in person to ensure your representation at our AGM, revocation of proxies submitted by registered shareholders and street shareholders
(by returning a proxy card) must be received by us no later than 11:59 p.m., Eastern time, on 13 December 2024.
PROPOSAL
1:
RATIFICATION
AND APPROVAL OF FINANCIAL STATEMENTS AND THE AUDITOR’S REPORT FOR THE FISCAL YEAR ENDED DECEMBER 31, 2023
If proxies are properly submitted
by signing, dating and returning a proxy card, the Common Shares represented thereby will be voted in the manner specified therein. If
not otherwise specified, and the proxy card is signed, the Common Shares represented by the proxies will be voted:
FOR the ratification and approval of our financial
statements and the auditor’s report for the fiscal year ended 31 December 2023.
The affirmative
vote by the holders of a simple majority of the votes cast, by or on behalf of, the shareholders attending and voting at the AGM is required
for the ratification and approval of our financial statements and the auditor’s report for the fiscal year ended 31 December 2023.
ANNUAL
REPORT AND COMPANY INFORMATION
A copy of
our 2023 Annual Report to stockholders on Form 20-F, along with a copy of this proxy statement, can be accessed, free of charge, on the
Investor Relations section of the Company’s website at https://ir.vastaplatform.com/shareholder-meetings and on the SEC’s
website at www.sec.gov.
OTHER
MATTERS
We know
of no other matters to be submitted to the AGM. If any other matters properly come before the AGM, it is the intention of the persons
named in the enclosed form of proxy to vote the Common Shares they represent as the board of directors may recommend.
By order
of the Board of Directors.
| /s/ Guilherme Alves Mélega |
| Name: Guilherme Alves Mélega |
| Title: Chief Executive Officer |
Dated: 27
November 2024
