6-K

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 October 2022

Commission File Number: 001-39519

VITRU LIMITED

(Exact name of registrant as specified in its charter)

Rodovia José Carlos Daux, 5500, Torre Jurerê A,
2nd floor, Saco Grande, Florianópolis, State of
Santa Catarina, 88032-005, Brazil
+55 (47) 3281-9500
(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

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(1):

Yes No X

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(7):

Yes No X

VITRU LIMITED

EXHIBIT INDEX

Exhibit No.	Description
4.1	Subscription Agent Agreement entered into by Vitru Limited and American Stock Transfer & Trust Company, LLC
5.1	Opinion of Maples and Calder (Cayman) LLP, Cayman Islands counsel to the registrant, as to the validity of the common shares
5.2	Opinion of Davis Polk & Wardwell LLP, U.S. counsel to the registrant, as to the validity of the subscription rights
23.1	Consent of Maples and Calder (Cayman) LLP (included in Exhibit 5.1)
23.2	Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.2)
99.1	Vitru Announces Rights Offering.
99.2	Form of Rights Certificate.
99.3	Form of Instructions as to Use of Vitru Limited Nontransferable Subscription Rights Certificates.
99.4	Form of Letter to Shareholders Who Are Record Holders of Vitru Limited.
99.5	Form of Letter to Brokers and Other Nominee Holders of Vitru Limited.
99.6	Form of Letter to Clients of Brokers and Other Nominee Holders of Vitru Limited.
99.7	Nominee Holder Certification.
99.8	Beneficial Owner Election Form.

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.

Vitru Limited
By:	/s/ Carlos Henrique Boquimpani de Freitas
	Name:	Carlos Henrique Boquimpani de Freitas
	Title:	Chief Financial and Investor Relations Officer

Date: October 24, 2022

EX-4.1

Exhibit 4.1

 

SUBSCRIPTION AGENT AGREEMENT

This SUBSCRIPTION AGENT AGREEMENT (this “Agreement”) is entered into as of October 24, 2022, by and between American Stock Transfer & Trust Company, LLC (the “Subscription Agent”) and Vitru Limited (the “Company”).

1. The Company is offering (the “Rights Offering”) to the holders of common shares, par value US$0.00005 per share (“Common Shares”), on October 21, 2022 (the “Record Date”), the right (“Rights”) to subscribe for new Common Shares. Except as set forth in Sections 9 and 10 below, Rights shall cease to be exercisable at 5:00 P.M., New York City time, on November 17, 2022 or such later date of which the Company notifies the Subscription Agent orally and confirms in writing (the “Expiration Date”). One Right is being issued for every six Common Shares held on the Record Date. One Right and payment in full of the subscription price of US$16.02 (the “Subscription Price”) is required to subscribe for one Common Share. Rights are evidenced by non-transferable subscription certificates in registered form (“Subscription Certificates”). The Rights Offering will be conducted in the manner and upon the terms set forth in the Company’s prospectus dated October 25, 2021, as supplemented by the prospectus supplement dated October 24, 2022 (the “Prospectus”).

2. The Subscription Agent is hereby appointed by the Company to effect the Rights Offering as set forth herein, and the Subscription Agent accepts such appointment. The Subscription Agent may rely on, and shall be protected in acting upon, any certificate, instrument, opinion, representation, notice letter or other document delivered to it and reasonably believed by it to be genuine and to have been signed by the proper party or parties.

3. Enclosed herewith are the following, the receipt of which the Subscription Agent acknowledges by its execution hereof:

(a) a copy of the Prospectus;

(b) the form of Subscription Certificate (with instructions); and

(c) resolutions adopted by the board of directors of the Company in connection with the Rights Offering.

4. As soon as is reasonably practicable, the Subscription Agent shall mail or cause to be mailed, or deliver or cause to be delivered, which delivery may be effected electronically through the facilities of the Depository Trust Company (“DTC”), to each holder of Common Shares at 5:00 p.m. New York City time on the Record Date (each, a “Record Holder”), a Subscription Certificate evidencing the Rights to which such holder is entitled, a Prospectus and, in case of physical mailing or delivery, an envelope addressed to the Subscription Agent. Prior to

Exhibit 4.1 - 1 

mailing, the Company shall provide the Subscription Agent with (a) the form of Subscription Certificates in electronic form which the Subscription Agent shall prepare and issue in the names of Record Holders and for the number of Rights to which each respective Record Holder is entitled, and (b) the Prospectus in electronic form, which the Subscription Agent shall duplicate, or procure to be duplicated, in the quantities required in order to be mailed with the Subscription Certificates.

5. Subscription Procedure.

(a) Upon the Subscription Agent’s receipt prior to 5:00 P.M., New York City time, on the Expiration Date (by mail or delivery, including electronic delivery through the facilities of the DTC) of (i) any Subscription Certificate completed and endorsed for exercise, as provided on the reverse side of the Subscription Certificate (except as provided in Section 9 hereof), and (ii) payment in full of the Subscription Price in U.S. funds by check, bank draft or money order payable at par (without deduction for bank service charges or otherwise) to the order of “American Stock Transfer & Trust Company, LLC” the Subscription Agent shall as soon as practicable after the Expiration Date, but after performing the procedures described in subsections (b) and (c) below, mail to the subscriber’s registered address on the books of the Company (or such other address as the subscriber may request in his or her properly completed Subscription Certificate) certificates representing the Common Share duly subscribed for and furnish a list of all such information to the Company.

(b) As soon as practicable after the Expiration Date, the Subscription Agent shall calculate the number of Common Shares to which each subscriber is entitled.

(c) Upon calculating the number of Common Shares to which each subscriber is entitled and the amount overpaid, if any, by each subscriber, the Subscription Agent shall, as soon as practicable, furnish a list of all such information to the Company.

(d) If a lesser number of Common Shares is allotted to a subscriber than the subscriber has tendered payment for, the Subscription Agent shall remit the difference to the subscriber without interest or deduction at the same time as certificates representing the Common Shares allotted are mailed.

(e) Funds received by the Subscription Agent shall be held by it in a segregated account. Upon mailing certificates representing the Common Shares and refunding subscribers for Common Shares subscribed for but not allocated, if any, the Subscription Agent shall promptly remit to the Company all funds received in payment of the Subscription Price for Common Shares issued in the Rights Offering. The Subscription Agent will not be obligated to calculate or pay interest to any holder or party.

(f) In the event that the Rights Offering is not consummated because the Company has withdrawn, cancelled or terminated the Rights Offering, the Subscription Agent shall, upon receipt of notice from the Company of such withdrawal, cancellation or termination, liquidate the segregated account in which the monies were held as

Exhibit 4.1 - 2 

promptly as practicable and remit to each subscribing Record Holder the funds tendered by such holder upon exercise of his or her Rights. For the avoidance of doubt, Section 12 below shall apply irrespective of any withdrawal, cancellation or termination pursuant to this Section 5.

6. Until 5:00 P.M., New York City time, on the third Business Day (as defined below) prior to the Expiration Date, the Subscription Agent shall facilitate subdivision of Subscription Certificates by issuing new Subscription Certificates in accordance with the instructions set forth on the reverse side of the Subscription Certificates. As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday, or a day on which banking institutions in the State of New York, in the Cayman Islands or in Brazil are authorized or obligated by law or executive order to close.

7. The Company shall have the absolute right to reject any defective exercise of Rights or to waive any defect in exercise. Unless requested to do so by the Company, the Subscription Agent shall not be under any duty to give notification to holders of Subscription Certificates of any defects or irregularities in subscriptions. Subscriptions will not be deemed to have been made until any such defects or irregularities have been cured or waived within such time as the Company shall determine. The Subscription Agent shall as soon as practicable return Subscription Certificates with the defects or irregularities which have not been cured or waived to the holder of the Rights. If any Subscription Certificate is alleged to have been lost, stolen or destroyed, the Subscription Agent will follow the same procedures followed for lost stock certificates representing Common Shares it uses in its capacity as transfer agent for the Company’s Common Shares.

8. The Subscription Agent shall deliver to the Company copies of the exercised Subscription Certificates in accordance with written directions received from the Company, and the Subscription Agent shall deliver to the subscribers who have duly exercised Rights, at their registered addresses certificates representing the securities subscribed for as instructed on the reverse side of the Subscription Certificates.

9. The Subscription Agent shall notify the Company by telephone before the close of business on each Business Day during the period commencing five (5) Business Days after the mailing of the Rights and ending at the Expiration Date (a “daily notice”), which notice shall thereafter be confirmed in writing, of (i) the number of Rights exercised an the day covered by such daily notice, (ii) the number of Rights for which defective exercises have been received on the day covered by such daily notice, and (iii) the cumulative total of the information set forth in clauses (i) and (ii) above. At or before 5:00 P.M., New York City time, on the first Trading Day following the Expiration Date the Subscription Agent shall certify in writing to the Company the cumulative total through the Expiration Date of all the information set forth in clauses (i) through (iii) above. The Subscription Agent shall also maintain and update a listing of holders who have fully or partially exercised their Rights and holders who have not exercised their Rights. The Subscription Agent shall provide the Company or its designees with such information compiled by the Subscription Agent pursuant to this Section 10 as any of them shall request.

Exhibit 4.1 - 3 

10. With respect to notices or instructions to be provided by the Company hereunder, the Subscription Agent may rely and act on any written instruction signed by any one or more of the following authorized officers or employees of the Company:

Name	Title
Carlos Freitas	Chief Executive Officer
Amanda Caires	Head of Corporate Legal
Maria Carolina Freitas	Head of Investors Relations

11. Whether or not the Rights Offering is consummated, the Company agrees to pay the Subscription Agent for services rendered hereunder, as set forth in the schedule attached to this Agreement.

12. This Agreement shall terminate upon demand by the Company, at which time the Subscription Agent shall remit to each subscribing Record Holder all funds received from such holder in payment of the Subscription Price for the Common Shares subscribed for by such holder, without interest or penalty.

13. The Subscription Agent may employ or retain such agents (including but not limited to, vendors, advisors and subcontractors) as it reasonably requires to perform its duties and obligations hereunder; may pay reasonable remuneration for all services so performed by such agents; and, in the case of counsel, may rely on the written advice or opinion of such counsel, which shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by the Subscription Agent hereunder in good faith and in accordance with such advice or opinion. Additionally, the Subscription Agent shall identify, report and deliver any unclaimed property and/or payments to all states and jurisdictions for the Company, in accordance with applicable abandoned property law.

14. The Company hereby covenants and agrees to indemnify, reimburse and hold the Subscription Agent and its officers, directors, employees and agents harmless against any loss, liability or reasonable expense (including legal and other fees and expenses) incurred by the Subscription Agent arising out of or in connection with entering into this Agreement or the performance of its duties hereunder, except for such losses, liabilities or expenses incurred as a result of its gross negligence, bad faith or willful misconduct. The Company shall not be liable under this indemnity with respect to any claim against the Subscription Agent unless the Company is notified of the written assertion of a claim against it, or of any action commenced against it, promptly after it shall have received any such written information as to the nature and basis of the claim; provided, however, that failure by the Subscription Agent to provide such notice shall not relieve the Company of any liability hereunder if no prejudice occurs.

Without the prior written consent of the Company (which consent shall not be unreasonably withheld), the Subscription Agent will not settle, compromise or consent to the entry of any judgment in any pending or threatened claim or proceeding in respect of which indemnification could be sought in accordance with the indemnification provisions of this Agreement (whether or not the Subscription Agent, the Company or any directors, officers

Exhibit 4.1 - 4 

or affiliates of the Subscription Agent or the Company is an actual or potential party thereto). Under no circumstances shall the Company be liable for the expense or loss of any settlement of any claim or proceeding effected by the Subscription Agent without the prior written consent of the Company.

In no event shall the Subscription Agent have any liability for any incidental, special, statutory, indirect or consequential damages, or punitive damages (including, without limitation, any loss of profits, business or anticipated savings)

All provisions regarding indemnification, liability and limits thereon shall survive the resignation or removal of the Subscription Agent or the termination of this Agreement.

15. Any notice or communication by the Subscription Agent or the Company to the other is duly given if in writing and delivered in person or via first class mail (postage prepaid), or overnight air courier to the other’s address.

If to the Company:

Vitru Limited

Rodovia José Carlos Daux, 5500, Torre Jurerê A, 2nd floor
Saco Grande, Florianópolis, Santa Catarina, 88032-005, Brazil

Attention: Carlos Freitas / Amanda Caires

Email: carlos.freitas@vitru.com.br / amanda.caires@vitru.com.br /

juridicosocietario@vitru.com.br

If to the Subscription Agent:

American Stock Transfer & Trust Company, LLC

6201 15th Avenue

Brooklyn, New York 11219

Attn: Corporate Actions

Tel: (718) 921.8200

with copy to:

American Stock Transfer & Trust Company, LLC

48 Wall Street, 22^nd Floor

New York, NY 10005

Attention: Legal Department

Email: legalteamAST@astfinancial.com

The Subscription Agent and the Company may, by notice to the other, designate additional or different addresses for subsequent notices or communications.

16. If any provision of this Agreement shall be held illegal, invalid, or unenforceable by any court, this Agreement shall be construed and enforced as if such provision had not been contained herein and shall be deemed an Agreement between us to the full extent permitted

Exhibit 4.1 - 5 

by applicable law.

17. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to principles of conflicts of law, and shall inure to the benefit of and be binding upon the successors and permitted assigns of the parties hereto.

18. Neither this Agreement, nor any rights or obligations hereunder, may be assigned by either party without the written consent of the other party. However, the Subscription Agent may assign this Agreement or any rights granted hereunder, in whole or in part, either to affiliates, another division, subsidiaries or in connection with its reorganization or to successors of all or a majority of the Subscription Agent’s assets or business without the prior written consent of the Company.

19. EACH PARTY, TO THE EXTENT PERMITTED BY LAW, WAIVES ANY RIGHT IT MIGHT HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE.

20. No provision of this Agreement may be amended, modified or waived, except in writing signed by all of the parties hereto. This Agreement may be executed in counterparts, each of which shall be for all purposes deemed an original, but all of which together shall constitute one and the same instrument.

21. Nothing herein contained shall amend, replace or supersede any agreement between the Company and the Subscription Agent to act as the Company’s transfer agent, which agreement shall remain of full force and effect.

[signature page follows]

Exhibit 4.1 - 6 

This Subscription Agent Agreement has been executed by the parties hereto as of the date first written above.

VITRU LIMITED
By:	/s/ Pedro Jorge Guterres Quintans Graça
	Name:	Pedro Jorge Guterres Quintans Graça
	Title:	Chief Executive Officer

By:	/s/ Carlos Henrique Boquimpani de Freitas
	Name:	Carlos Henrique Boquimpani de Freitas
	Title:	Chief Financial and Investor Relations Officer

Agreed & Accepted:

AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC
By:	/s/ Michael Legregin
	Name:	Michael Legregin
	Title:	Senior Vice President, Corporate Actions Relationship Management & Operations

Exhibit 4.1 - 7 

EX-5.1

Exhibit 5.1

Our ref MAA/769489-000001/72143987v3

Vitru Limited

PO Box 309, Ugland House

Grand Cayman

KY1-1104

Cayman Islands

24 October 2022

Dear Sirs

Vitru Limited

We have acted as counsel as to Cayman Islands law to Vitru Limited (the "Company") in connection with the Company's registration statement on Form F-3, including the prospectus supplement to the prospectus dated 25 October 2021, filed with the United States Securities and Exchange Commission (the "SEC") on the date hereof under the United States Securities Act of 1933, as amended (the "Securities Act") (including its exhibits, the "Registration Statement") related to the distribution by the Company of non-transferable subscription rights (the “Subscription Rights") to the members of the Company to purchase up to 4,818,123 Common Shares (the "Shares") on the terms and subject to the conditions set forth in the Registration Statement, the Rights Certificates representing those Subscription Rights and the "Instructions as to Use of Vitru Limited Subscription Rights Certificates" accompanying the Rights Certificates (together, the "Rights Certificates"), and the issuance by the Company of the Shares pursuant to the exercise of those Subscription Rights.

1 Documents Reviewed

We have reviewed originals, copies, drafts or conformed copies of the following documents:

1.1 The certificate of incorporation dated 5 March 2020 and the amended and restated memorandum and articles of association of the Company adopted by special resolution passed on 2 September 2020 (the "Memorandum and Articles").

1.2 The written resolutions of the board of directors of the Company dated 24 October 2022 (the "Resolutions") and the corporate records of the Company maintained at its registered office in the Cayman Islands.

1.3 A certificate of good standing with respect to the Company issued by the Registrar of Companies (the "Certificate of Good Standing").

Exhibit 5.1 - 1 

1.4 A certificate from a director of the Company a copy of which is attached to this opinion letter (the "Director's Certificate").

1.5 A draft of the form of the Rights Certificate and the "Instructions as to Use of Vitru Limited Subscription Rights Certificates" (as referred to in the Rights Certificate).

1.6 The Registration Statement.

2 Assumptions

The following opinions are given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion letter. These opinions only relate to the laws of the Cayman Islands which are in force on the date of this opinion letter. In giving the following opinions, we have relied (without further verification) upon the completeness and accuracy, as at the date of this opinion letter, of the Director's Certificate and the Certificate of Good Standing. We have also relied upon the following assumptions, which we have not independently verified:

2.1 The Rights Certificates have been or will be authorised and duly executed and unconditionally delivered by or on behalf of all relevant parties in accordance with all relevant laws (other than, with respect to the Company, the laws of the Cayman Islands).

2.2 The Rights Certificates are, or will be, legal, valid, binding and enforceable against all relevant parties in accordance with their terms under the laws of the State of New York (the "Relevant Law") and all other relevant laws (other than, with respect to the Company, the laws of the Cayman Islands).

2.3 The choice of the Relevant Law as the governing law of the Rights Certificates has been made in good faith and would be regarded as a valid and binding selection which will be upheld by the courts of the State of New York and any other relevant jurisdiction (other than the Cayman Islands) as a matter of the Relevant Law and all other relevant laws (other than the laws of the Cayman Islands).

2.4 Copies of documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals.

2.5 All signatures, initials and seals are genuine.

2.6 The capacity, power, authority and legal right of all parties under all relevant laws and regulations (other than, with respect to the Company, the laws and regulations of the Cayman Islands) to enter into, execute, unconditionally deliver and perform their respective obligations under the Rights Certificates.

2.7 No invitation has been or will be made by or on behalf of the Company to the public in the Cayman Islands to subscribe for any of the Subscription Rights or Shares.

2.8 There is no contractual or other prohibition or restriction (other than as arising under Cayman Islands law) binding on the Company prohibiting or restricting it from entering into and performing its obligations under the Rights Certificates.

2.9 No monies paid to or for the account of any party under the Rights Certificates or any property received or disposed of by any party to the Rights Certificates in each case in connection with the

Exhibit 5.1 - 2 

Rights Certificates or the consummation of the transactions contemplated thereby represent or will represent proceeds of criminal conduct or criminal property or terrorist property (as defined in the Proceeds of Crime Act (As Revised) and the Terrorism Act (As Revised), respectively).

2.10 There is nothing under any law (other than the laws of the Cayman Islands) which would or might affect the opinions set out below. Specifically, we have made no independent investigation of the Relevant Law.

2.11 The Company will receive money or money's worth in consideration for the issue of the Shares and none of the Shares were or will be issued for less than par value.

Save as aforesaid we have not been instructed to undertake and have not undertaken any further enquiry or due diligence in relation to the transaction the subject of this opinion letter.

3 Opinions

Based upon, and subject to, the foregoing assumptions and the qualifications set out below, and having regard to such legal considerations as we deem relevant, we are of the opinion that:

3.1 The Company has been duly incorporated as an exempted company with limited liability and is validly existing and in good standing with the Registrar of Companies under the laws of the Cayman Islands.

3.2 The Shares to be offered and issued by the Company as contemplated by the Registration Statement (including the issuance of Shares upon the exercise of the Subscription Rights) have been duly authorised for issue, and when issued by the Company against payment in full of the consideration as set out in the Registration Statement and in accordance with the terms set out in the Registration Statement (including the issuance of Shares upon the exercise of the Subscription Rights), such Shares will be validly issued, fully paid and non-assessable. As a matter of Cayman Islands law, a share is only issued when it has been entered in the register of members (shareholders).

3.3 The execution, delivery and performance of the Rights Certificates have been authorised by and on behalf of the Company and, once the Rights Certificates have been executed and delivered by any director or officer of the Company, the Rights Certificates will be duly executed and delivered on behalf of the Company and will constitute the legal, valid and binding obligations of the Company enforceable in accordance with their terms.

4 Qualifications

The opinions expressed above are subject to the following qualifications:

4.1 The obligations assumed by the Company under the Rights Certificates will not necessarily be enforceable in all circumstances in accordance with their terms. In particular:

(a) enforcement may be limited by bankruptcy, insolvency, liquidation, reorganisation, readjustment of debts or moratorium or other laws of general application relating to protecting or affecting the rights of creditors and/or contributories;

(b) enforcement may be limited by general principles of equity. For example, equitable remedies such as specific performance may not be available, inter alia, where damages are considered to be an adequate remedy;

Exhibit 5.1 - 3 

(c) where obligations are to be performed in a jurisdiction outside the Cayman Islands, they may not be enforceable in the Cayman Islands to the extent that performance would be illegal under the laws of that jurisdiction; and

(d) some claims may become barred under relevant statutes of limitation or may be or become subject to defences of set off, counterclaim, estoppel and similar defences.

4.2 To maintain the Company in good standing with the Registrar of Companies under the laws of the Cayman Islands, annual filing fees must be paid and returns made to the Registrar of Companies within the time frame prescribed by law.

4.3 Under Cayman Islands law, the register of members (shareholders) is prima facie evidence of title to shares and this register would not record a third party interest in such shares. However, there are certain limited circumstances where an application may be made to a Cayman Islands court for a determination on whether the register of members reflects the correct legal position. Further, the Cayman Islands court has the power to order that the register of members maintained by a company should be rectified where it considers that the register of members does not reflect the correct legal position. As far as we are aware, such applications are rarely made in the Cayman Islands and for the purposes of the opinion given in paragraph 3.2, there are no circumstances or matters of fact known to us on the date of this opinion letter which would properly form the basis for an application for an order for rectification of the register of members of the Company, but if such an application were made in respect of the Shares, then the validity of such shares may be subject to re-examination by a Cayman Islands court.

4.4 In this opinion letter the phrase "non-assessable" means, with respect to the issuance of shares, that a shareholder shall not, in respect of the relevant shares and in the absence of a contractual arrangement, or an obligation pursuant to the memorandum and articles of association, to the contrary, have any obligation to make further contributions to the Company's assets (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil).

4.5 We express no opinion as to the meaning, validity or effect of any references to foreign (i.e. non-Cayman Islands) statutes, rules, regulations, codes, judicial authority or any other promulgations and any references to them in the Registration Statement.

We express no view as to the commercial terms of the Rights Certificates or the Registration Statement or whether such terms represent the intentions of the parties and make no comment with regard to warranties or representations that may be made by the Company.

We hereby consent to the filing of this opinion letter as an exhibit to the Current Report on Form 6-K furnished by the Company to the U.S. Securities and Exchange Commission on 24 October 2022 and incorporated by reference into the Registration Statement and to the reference to our firm under the heading "Legal Matters" in the prospectus included in the Registration Statement. In providing our consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the SEC thereunder.

The opinions in this opinion letter are strictly limited to the matters contained in the opinions section above and do not extend to any other matters.

This opinion letter is addressed to you and may be relied upon by you, your counsel and recipients of Subscription Rights and purchasers of the Shares upon exercise of the Subscription Rights pursuant to the

Exhibit 5.1 - 4 

Registration Statement. This opinion letter is limited to the matters detailed herein and is not to be read as an opinion with respect to any other matter.

Yours faithfully

/s/ Maples and Calder (Cayman) LLP

Maples and Calder (Cayman) LLP

Exhibit 5.1 - 5 

Vitru Limited

PO Box 309, Ugland House

Grand Cayman KY1-1104

Cayman Islands

24 October 2022

To: Maples and Calder (Cayman) LLP

PO Box 309, Ugland House

Grand Cayman

KY1-1104

Cayman Islands

Dear Sirs

Vitru Limited (the "Company")

I, the undersigned, being a director of the Company, am aware that you are being asked to provide an opinion letter (the "Opinion") in relation to certain aspects of Cayman Islands law. Unless otherwise defined herein, capitalised terms used in this certificate have the respective meanings given to them in the Opinion. I hereby certify that:

1 The Memorandum and Articles remain in full force and effect and are unamended.

2 The Company has not entered into any mortgages or charges over its property or assets other than those entered in the register of mortgages and charges of the Company.

3 The Resolutions were duly passed in the manner prescribed in the Memorandum and Articles and have not been amended, varied or revoked in any respect.

4 The shareholders of the Company (the "Shareholders") have not restricted the powers of the directors of the Company in any way.

5 The directors of the Company at the date of Resolutions and at the date of this certificate were and are as follows:

Aline San Lee Sun

Carlos Eduardo Martins e Silva

Claudia Jordão Ribeiro Pagnano

Edson Gustavo Georgetti Peli

Fernando Cezar Dantas Porfírio Borges

Lywal Salles Filho

Rivadávia Correa Drummond de Alvarenga Neto

Weslley Kendrick Silva

Wilson de Matos Silva

Exhibit 5.1 - 6 

In addition, José Luis is a board observer.

6 The authorised share capital of the Company is US$50,000 divided into 1,000,000,000 shares of a nominal or par value of US$0.00005 each. The issued share capital of the Company prior to the issue of the Shares is 28,908,741 shares of a par value of US$0.00005 each which have been issued as fully paid and non assessable.

7 The minute book and corporate records of the Company as maintained at its registered office in the Cayman Islands and made available to you are complete and accurate in all material respects, and all minutes and resolutions filed therein represent a complete and accurate record of all meetings of the Shareholders and directors (or any committee thereof) of the Company (duly convened in accordance with the Memorandum and Articles) and all resolutions passed at the meetings or passed by written resolution or consent, as the case may be.

8 Prior to, at the time of, and immediately following the approval of the transactions the subject of the Registration Statement the Company was, or will be, able to pay its debts as they fell, or fall, due and has entered, or will enter, into the transactions the subject of the Registration Statement for proper value and not with an intention to defraud or wilfully defeat an obligation owed to any creditor or with a view to giving a creditor a preference.

9 Each director of the Company considers the transactions contemplated by the Registration Statement to be of commercial benefit to the Company and has acted in good faith in the best interests of the Company, and for a proper purpose of the Company, in relation to the transactions which are the subject of the Opinion.

10 To the best of my knowledge and belief, having made due inquiry, the Company is not the subject of legal, arbitral, administrative or other proceedings in any jurisdiction. Nor have the directors or Shareholders taken any steps to have the Company struck off or placed in liquidation, nor have any steps been taken to wind up the Company. Nor has any receiver been appointed over any of the Company's property or assets.

Exhibit 5.1 - 7 

I confirm that you may continue to rely on this certificate as being true and correct on the day that you issue the Opinion unless I shall have previously notified you in writing personally to the contrary.

Signature:	/s/ Carlos Eduardo Martins
Name:	Carlos Eduardo Martins
Title:	Director

Exhibit 5.1 - 8 

EX-5.2

Exhibit 5.2 

  Davis Polk & Wardwell llp 450 Lexington Avenue
New York, NY 10017 davispolk.com  

October 24, 2022

Vitru Limited
Rodovia José Carlos Daux, 5500, Torre Jurerê A,
2nd floor, Saco Grande, Florianópolis, State of Santa Catarina,
Brazil
88032-005

Ladies and Gentlemen:

We have acted as counsel to Vitru Limited, an exempted company incorporated under the laws of the Cayman Islands with limited liability (the “Company”), in connection with the issuance by the Company to holders of its common shares, par value U.S.$0.00005 per share (the “Common Shares”), as of 5:00 p.m., Eastern Time on the record date, October 21, 2022, of non-transferable subscription rights (the “Rights”) entitling the holders thereof to purchase up to 4,818,123 Common Shares (the “Rights Shares”).

We, as your counsel, have examined originals or copies of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable for the purpose of rendering this opinion.

The Rights and Rights Shares are being issued pursuant to (i) the registration statement of the Company on Form F-3 (File No. 333-260480) (including the documents incorporated by reference therein (the “Incorporated Documents”) filed with the Securities and Exchange Commission (the “Commission”) pursuant to the provisions of the Securities Act of 1933, as amended (the “Act”), relating to the registration of securities (the “Shelf Securities”) to be issued from time to time by the Company and (ii) the prospectus supplement relating to the issuance of the Rights and the Rights Shares dated October 24, 2022 (the “Prospectus Supplement”). The registration statement, including the Incorporated Documents and the information deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is hereinafter referred to as the “Registration Statement,” and the related prospectus (including the Incorporated Documents) dated October 25, 2021 relating to the Shelf Securities is hereinafter referred to as the “Basic Prospectus.” The Basic Prospectus, as supplemented by the Prospectus Supplement, in the form first used to confirm issuance of the Rights and sales of the Rights Shares, is hereinafter referred to as the “Prospectus.”

In rendering the opinions expressed herein, we have, without independent inquiry or investigation, assumed that (i) all documents submitted to us as originals are authentic and complete, (ii) all documents submitted to us as copies conform to authentic, complete originals, (iii) all documents filed with or submitted to the Commission through its Electronic Data Gathering, Analysis and Retrieval (“EDGAR”) system (except for required EDGAR formatting changes) conform to the versions of such documents reviewed by us prior to such formatting, (iv) all documents filed as exhibits to the Registration Statement that have not been executed will conform to the forms thereof, (v) all signatures on all documents that we reviewed are genuine, (vi) all natural persons executing documents had and have the legal capacity to do so, (vii) all statements in certificates of public officials and officers of the Company that we reviewed were and are accurate and (viii) all representations made by the Company as to matters of fact in the documents that we reviewed were and are accurate.

Exhibit 5.2 - 1 

  Vitru Limited

Based upon the foregoing, and subject to the additional assumptions and qualifications set forth below, we advise you that, in our opinion, the Rights, when the Rights have been duly authorized, executed and delivered by the Company insofar as Cayman Islands law is concerned and when issued as described in the Prospectus, which is a part of the Registration Statement, will constitute valid and binding obligations of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability, and may be subject to possible judicial or regulatory actions giving effect to governmental actions or foreign laws affecting creditors' rights.

In connection with the opinions expressed above, we have assumed that, at or prior to the time of the delivery of any Rights, the Company is, and shall remain, validly existing as a corporation in good standing under the laws of the Cayman Islands. We have also assumed that the issuance, execution, delivery and performance by the Company of the Rights (i) are within its corporate powers, (ii) do not contravene, or constitute a default under, the articles of association or other constitutive documents of the Company, (iii) require no action by or in respect of, or filing with, any governmental body, agency or official and (iv) do not contravene, or constitute a default under, any provision of applicable law or public policy or regulation or any judgment, injunction, order or decree or any agreement or other instrument binding upon the Company.

We are members of the Bar of the State of New York and the foregoing opinion is limited to the laws of the State of New York. Insofar as the foregoing opinion involves matters governed by the laws of the Cayman Islands, we have relied, without independent inquiry or investigation, on the opinion of Maples and Calder (Cayman) LLP delivered to you today.

We hereby consent to the filing of this opinion as an exhibit to the Form 6-K filed by the Company in connection with the Rights Offering, which will be incorporated by reference in the Registration Statement referred to above and further consent to the reference to our name under the caption “Legal Matters” in the Prospectus Supplement, which is a part of the Registration Statement. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Act.

Very truly yours,

/s/ Davis Polk & Wardwell LLP

Exhibit 5.2 - 2 

EX-99.1

Exhibit 99.1

Vitru Announces Commencement of Rights Offering

Florianópolis, Brazil, October 24, 2022 – Vitru Limited (Nasdaq: VTRU) (“Vitru” or the “Company”) today announced that it has commenced its previously announced rights offering (the “Rights Offering”).

Pursuant to the Rights Offering, Vitru is distributing nontransferable subscription rights to each holder of its common shares as of 5:00 p.m., Eastern Time, on October 21, 2022 (the “Record Date”). The subscription rights may be exercised at any time during the subscription period, which commences on October 24, 2022, and ends at 5:00 p.m., Eastern Time, on November 17, 2022 (the “Expiration Date”). The subscription rights will expire and will have no value if they are not exercised by the Expiration Date.

One subscription right is being distributed for each six common shares held as of the Record Date, with each subscription right exercisable for one common share at an exercise price of U.S.$16.02 per full common share. Vitru will not issue any fractional shares upon exercise of any subscription rights in the Rights Offering, and shareholders must exercise subscription rights which would result in the issuance of at least one whole common share to participate in the Rights Offering. For example, if you owned 1,000 of our common shares on the Record Date, you would be granted subscription rights to purchase an aggregate of 166 of our common shares (rounded down to the nearest whole Common Share, with the total subscription payment being adjusted accordingly) at the subscription price per share. An aggregate of up to 4,818,123 common shares are issuable pursuant to the Rights Offering.

Vinci Capital Partners II J Beta Fundo de Investimento Em Participações Multiestratégia, Agresti Investments LLC, Botticelli Investments LLC, Caravaggio Investments LLC and Raffaello Investments LLC (“collectively, Vinci”), along with Mundi Holdings I, L.L.C. (“Carlyle”), Mundi Holdings II, L.L.C. (“SPX”) and NB Verrocchio LP (“Neuberger”) have advised us that they will not exercise any subscription rights issued to them pursuant to the Rights Offering. If the Rights Offering is fully subscribed by all other shareholders, it would raise gross proceeds of approximately U.S.$32.2 million.

Vitru currently intends to use the net proceeds from the Rights Offering to repay a part of the aggregate principal amount outstanding under our Series 1 Debentures due 2024 and our Series 2 Debentures due 2027. In addition, Vitru intends to use any remaining net proceeds from the Rights Offering for general corporate purposes.

A prospectus supplement relating to the Rights Offering was filed with the Securities and Exchange Commission (the “SEC”) on October 24, 2022 and is available on the website of the SEC. Questions about the offering and requests for copies of the prospectus supplement relating to the Rights Offering may be directed to D. F. King & Co., Inc., Vitru’s information agent for the Rights Offering, at the email address and telephone number provided at the end of this press release.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any offer, solicitation or sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Exhibit 99.1 - 1

About Vitru

Vitru is the leading pure distance learning education group in the postsecondary distance learning market in Brazil. Through its invested companies, Vitru provides a complete pedagogical ecosystem focused on hybrid distance learning experience for undergraduates and continuing education students.

Forward Looking Statements

This press release includes “forward-looking statements” within the meaning of the U.S. federal securities laws. Statements contained herein that are not clearly historical in nature are forward-looking, and the words “anticipate,” “believe,” “continues,” “expect,” “estimate,” “intend,” “project” and similar expressions and future or conditional verbs such as “will,” “would,” “should,” “could,” “might,” “can,” “may,” or similar expressions are generally intended to identify forward-looking statements. These forward-looking statements speak only as of the date hereof and are based on Vitru’s current plans, estimates of future events, expectations and trends that affect or may affect our business, financial condition, results of operations, cash flow, liquidity, prospects and the trading price of Vitru’s common shares, and are subject to several known and unknown uncertainties and risks, many of which are beyond Vitru’s control. As a consequence, current plans, anticipated actions and future financial position and results of operations may differ significantly from those expressed in any forward-looking statements in this press release. You are cautioned not to unduly rely on such forward-looking statements when evaluating the information presented. Vitru does not undertake any obligation to update publicly or to revise any forward-looking statements after we distribute this press release because of new information, future events, or other factors.

Contact

Carlos Henrique Boquimpani de Freitas, Chief Financial and Investor Relations Officer
Maria Carolina F. Gonçalves
e-mail: ir@vitru.com.br
website: https://investors.vitru.com.br/

Rights Offering Information Agent

D. F. King & Co., Inc.
1-866-796-1290
vitru@dfking.com

Exhibit 99.1 - 2

EX-99.2

Exhibit 99.2

RIGHTS CERTIFICATE #: NUMBER OF RIGHTS

THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE COMPANY'S PROSPECTUS SUPPLEMENT DATED OCTOBER 24, 2022 (TOGETHER WITH THE BASE PROSPECTUS DATED OCTOBER 25, 2021, THE "PROSPECTUS") AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM D.F. KING & CO., INC., THE INFORMATION AGENT.

Vitru Limited 

Incorporated under the laws of the Cayman Islands

NON - TRANSFERABLE SUBSCRIPTION RIGHTS CERTIFICATE

Evidencing Non-Transferable Subscription Rights to Purchase up to one Common Share of Vitru Limited

Subscription Price: US$16.02 per Common Share

THE SUBSCRIPTION RIGHTS WILL EXPIRE IF NOT EXERCISED ON OR BEFORE 5:00 P.M., EASTERN TIME, ON NOVEMBER 17, 2022, UNLESS EXTENDED BY VITRU LIMITED

REGISTERED

OWNER:

THIS CERTIFIES THAT the registered owner whose name is inscribed hereon is the owner of the number of non-transferable subscription rights (“Rights”) set forth above. Each Subscription Right will entitle the holder to purchase one Common Share at US$16.02 per whole Common Share with a par value of US$0.00005 per share, of Vitru Limited, a Cayman Islands exempted company with limited liability duly registered with the Cayman Islands Registrar of Companies under incorporation number 360670, at a subscription price of US$16.02 per share, which shall be paid in cash (the “Subscription Right”), pursuant to a rights offering (the “Rights Offering”), on the terms and subject to the conditions set forth in the Prospectus and the “Instructions as to Use of Vitru Limited Subscription Rights Certificates” accompanying this Subscription Rights Certificate.

The subscription price is US$16.02 per whole Common Share (the “Subscription Price”). The holder must fund their Subscription Right at the Subscription Price. To be effective, any payment related to the exercise of a Subscription Right must clear prior to 5:00 p.m., Eastern Time, on November 17, 2022 subject to extension or termination (the “Expiration Date”). If the holder does not exercise their Subscription Rights before the Expiration Date, their unexercised Subscription Rights will be null and void and will have no value. The Rights represented by this Subscription Rights Certificate may be exercised by completing Form 1 and any other appropriate forms on the reverse side hereof and by retuning the full payment of the Subscription Price for each Common Share in accordance with the “Instructions as to Use of Vitru Limited Subscription Rights Certificates” that accompany this Subscription Rights Certificate.

This Subscription Rights Certificate is not valid unless countersigned by the subscription agent and registered by the registrar. Witness the seal of Vitru Limited and the signatures of its duly authorized officers.

Dated: October 24, 2022 

 

Pedro Jorge Guterres Quintans Graça	Carlos Henrique Boquimpani de Freitas
Chief Executive Officer	Chief Financial and Investor Relations Officer

Exhibit 99.2 - 1 

DELIVERY OPTIONS FOR SUBSCRIPTION RIGHTS CERTIFICATE

Delivery other than in the manner or to the addresses listed below will not constitute valid delivery.

If delivering by hand:  American Stock Transfer & Trust Company, LLC Attn: Reorganization Department 6201 15^th Avenue Brooklyn, New York 11219   If delivering by mail or overnight courier:  American Stock Transfer & Trust Company, LLC Operations Center Attn: Reorganization Department 6201 15^th Avenue Brooklyn, New York 11219

PLEASE PRINT ALL INFORMATION CLEARLY AND LEGIBLY.

FORM 1-EXERCISE OF SUBSCRIPTION RIGHTS

To subscribe for shares pursuant to your Subscription Right, please complete lines (a) and (c) and sign under Form 3 below. To the extent you purport to subscribe for more Common Shares than you are entitled under the Subscription Right, you will be deemed to have elected to purchase the maximum number of shares for which you are entitled to subscribe under the Subscription Right.

(a) EXERCISE OF SUBSCRIPTION RIGHT:

I apply for		shares x $16.02	=	$
	(no. of new shares)	(subscription price)		(amount enclosed)

(b) Total Amount of Payment Enclosed = $__________________

METHOD OF PAYMENT (CHECK ONE)

☐ Check or bank draft payable to “American Stock Transfer & Trust Company, LLC as Subscription Agent.”

☐ Wire transfer of immediately available funds directly to the account maintained by American Stock Transfer & Trust Company, LLC, as Subscription Agent, for purposes of accepting subscriptions in this Rights Offering at JPMorgan Chase Bank, 55 Water Street, New York, New York 10005, ABA #021000021, Account # 530-354616 American Stock Transfer FBO Vitru Limited, with reference to the rights holder's name.

FORM 2-DELIVERY TO DIFFERENT ADDRESS

If you wish for the Common Shares underlying your Subscription Rights, a certificate representing unexercised Subscription Rights or the proceeds of any sale of subscription rights to be delivered to an address different from that shown on the face of this Subscription Rights Certificate, please enter the alternate address below, sign under Form 3 and have your signature guaranteed under Form 4.

FORM 3-SIGNATURE

TO SUBSCRIBE: I acknowledge that I have received the Prospectus for this Rights Offering and I hereby irrevocably subscribe for the number of Common Shares indicated above on the terms and conditions specified in the Prospectus. I hereby acknowledge (1) if I send a payment that is insufficient to purchase the number of Common Shares I requested, or if the number of Common Shares you requested is not specified in the forms, the payment received will be applied to exercise your Subscription Rights to the fullest extent possible based on the amount of the payment received, subject to the availability of Common Shares offered to you in the Rights Offering and the elimination of fractional shares. Any excess subscription payments received by the Subscription Agent will be returned promptly, without interest, following the expiration of the Rights Offering; (2) If I do not indicate the number of Subscription Rights being exercised, or do not forward full payment of the total Subscription Price payment for the number of Subscription Rights that I indicate are being exercised, then I will be deemed to have exercised my Subscription Rights with respect to the maximum number of whole Common Shares that may be exercised with the aggregate Subscription Price payment I delivered to the Subscription Agent; and (3) any excess subscription payments received by the Subscription Agent will be returned by the Subscription Agent to me, without interest or penalty, as soon as practicable after the Expiration Date of the Rights Offering. I agree to cooperate with the Company and provide to the Company any and all information requested by the Company in connection with the exercise of the rights granted in the previous sentence.

Signature(s): ______________________________________________________

IMPORTANT: The signature(s) must correspond with the name(s) as printed on the reverse of this Subscription Rights Certificate in every particular, without alteration or enlargement, or any other change whatsoever.

FORM 4-SIGNATURE GUARANTEE

This form must be completed if you have completed any portion of Form 2.

Signature Guaranteed: _______________________________________________

        (Name of Bank or Firm)

By:_______________________________________________________________

      (Signature of Officer)

IMPORTANT: The signature(s) should be guaranteed by an eligible guarantor institution (bank, stock broker, savings & loan association or credit union) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15.

This Subscription Rights Certificate and any dispute arising out of or in connection with it or its subject matter or formation, including without limitation non-contractual disputes or claims, will be exclusively governed by, and construed in accordance with, the laws of the state of New York excluding conflict of law rules and choice of law principles that would deem otherwise.

FOR INSTRUCTIONS ON THE USE OF VITRU LIMITED SUBSCRIPTION RIGHTS CERTIFICATES, CONSULT D. F. KING & CO., INC., THE INFORMATION AGENT, AT +1 866-7961290.

Exhibit 99.2 - 2 

EX-99.3

Exhibit 99.3

THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE COMPANY’S PROSPECTUS SUPPLEMENT DATED OCTOBER 24, 2022 (THE “PROSPECTUS SUPPLEMENT”) AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS AND PROSPECTUS SUPPLEMENT ARE AVAILABLE UPON REQUEST FROM AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, THE SUBSCRIPTION AGENT, BY CALLING (877) 248-6417.

FORM OF INSTRUCTIONS AS TO USE OF VITRU LIMITED NONTRANSFERABLE SUBSCRIPTION RIGHTS CERTIFICATES

PLEASE CONSULT THE SUBSCRIPTION AND INFORMATION AGENT,
YOUR BANK OR BROKER FOR ANY QUESTIONS.

The following instructions relate to a rights offering (the “Rights Offering”) by Vitru Limited, a Cayman Islands exempted company (“we,” “us,” “our,” or the “Company”), to the shareholders (the “holder” or “you”) of its Common Shares, par value US$0.00005 per share (the “Common Shares”), as described in the Company’s prospectus supplement dated October 24, 2022 (together with the base prospectus dated October 25, 2021, the “Prospectus”). On October 24, 2022, holders of our Common Shares as of 5:00 p.m., Eastern Time, on October 21, 2022 (the “Record Date”) are receiving, at no charge, nontransferable subscription rights (each, a “Subscription Right”) to purchase Common Shares at a subscription price of US$16.02 per whole Common Share (the “Subscription Price”). Each shareholder will receive one Subscription Right for each six Common Shares owned on the Record Date and each Subscription Right will entitle its holder to purchase one Common Share at the Subscription Price, rounded down to the nearest whole Common Share (the “Subscription Right”).

The Subscription Rights will be evidenced by nontransferable subscription rights certificates (the “Rights Certificates”). The number of Subscription Rights to which you are entitled is printed on the face of your Rights Certificate.

We will not issue fractional shares, but rather will round down the aggregate number of shares you are entitled to receive to the nearest whole number, with the total exercise price being adjusted accordingly. Any excess subscription payments received by the Subscription Agent will be returned, without interest, as soon as practicable after the completion of the Rights Offering. The maximum number of Common Shares to be issued in the Rights Offering shall be the number of Common Shares issued and outstanding on the Record Date divided by six, rounded down to the next whole Common Share. The Subscription Rights do not entitle holders to an oversubscription privilege.

You are not required to exercise any or all of your Subscription Rights. However, if you do not exercise your Subscription Rights and the Rights Offering is completed, the number of our Common Shares you own will not change but your percentage ownership of our total outstanding voting shares will decrease assuming that Common Shares are purchased by other shareholders in the Rights Offering. Your percentage ownership of our voting stock may also decrease if you do not exercise your Subscription Rights in full. Please see the discussion of risk factors related to the Rights Offering, including dilution, under the heading “Risk Factors” in the Prospectus Supplement.

Expiration Date

THE SUBSCRIPTION RIGHTS WILL EXPIRE AND WILL HAVE NO VALUE AT 5:00 P.M., EASTERN TIME, ON NOVEMBER 17, 2022, SUBJECT TO EXTENSION OR EARLIER TERMINATION (THE “EXPIRATION DATE”). YOUR RIGHTS CERTIFICATE AND SUBSCRIPTION PAYMENT FOR EACH RIGHT THAT IS EXERCISED PURSUANT TO THE SUBSCRIPTION RIGHT MUST BE RECEIVED BY THE SUBSCRIPTION AGENT ON OR BEFORE THE EXPIRATION DATE. ONCE YOU HAVE EXERCISED YOUR SUBSCRIPTION RIGHT, SUCH EXERCISE MAY NOT BE REVOKED, EVEN IF YOU LATER LEARN INFORMATION THAT YOU CONSIDER TO BE UNFAVORABLE TO THE EXERCISE OF YOUR SUBSCRIPTION RIGHTS. SUBSCRIPTION RIGHTS NOT EXERCISED PRIOR TO THE EXPIRATION DATE OF THE RIGHTS OFFERING WILL EXPIRE WITHOUT VALUE.

Exhibit 99.3 - 1

If you do not exercise your Subscription Rights prior to that time, your Subscription Rights will expire and will no longer be exercisable. We will not be required to issue Common Shares to you if the Subscription Agent receives your Rights Certificate(s) or your subscription payment after the Expiration Date, regardless of when the Rights Certificate(s) and subscription payment were sent. If you send your Rights Certificate(s) and subscription payment by mail, we recommend that you send them by overnight courier or registered mail, properly insured, with return receipt requested, and that a sufficient number of days be allowed to ensure delivery to the Subscription Agent and clearance of payment before the expiration of the subscription period. See “The Rights Offering—Expiration of the Rights Offering and Extensions, Amendments and Termination” in the Prospectus Supplement.

The shares issued upon exercise of the Subscription Rights will be delivered as soon as practicable after the Expiration Date, and after all pro rata allocations and adjustments have been completed.

If you have any questions concerning the Rights Offering, please contact American Stock Transfer & Trust Company, LLC (the “Subscription Agent”), at the following address and number:

American Stock Transfer & Trust Company, LLC
Operations Center
Attn: Reorganization Department
6201 15th Avenue
Brooklyn, New York 11219

Telephone: (877) 248-6417 or (718) 921-8317

Fax: 718-765-8758

If you have any questions, require assistance regarding the method of exercising Subscription Rights or require additional copies of relevant documents, please contact D. F. King & Co., Inc., the information agent for the rights offering (the “Information Agent”), toll free at +1 866-796-1290 or by email at vitru@dfking.com.

1. Method of Subscription—Exercise of Subscription Rights.

To exercise your Subscription Rights, please: (1) complete Section 1 on your Rights Certificate, attached to these instructions; (2) sign Section 1 of your Rights Certificate; and (3) mail the properly completed and executed Rights Certificate evidencing such Subscription Rights, together with payment in full of the Subscription Price for each whole Common Share subscribed for pursuant to the Subscription Right to the Subscription Agent, on or prior to the Expiration Date. Registered holders of Common Shares may also exercise Subscription Rights by accessing the web address printed on their Rights Certificate and following the instructions provided therein.

Additionally, if the Common Shares to be issued pursuant to the Subscription Rights are to be issued in a name other than that of the registered holder, or sent to an address other than that shown on the front of the Rights Certificate, please complete Section 2 of the Rights Certificate and obtain a signature guarantee as described below prior to mailing the Rights Certificate to the Subscription Agent, prior to the Expiration Date. Payment of the Subscription Price will be held in a segregated account to be maintained by the Subscription Agent.

(a) Method of Execution

(i)       Execution by Registered Holder. Your signature on the Rights Certificate must correspond with the name of the registered holder exactly as it appears on the face of the Rights Certificate without any alteration or change whatsoever. Persons who sign the Rights Certificate in a representative or other fiduciary capacity must indicate their capacity when signing and, unless waived by the Subscription Agent in its sole and absolute discretion, must present to the Subscription Agent satisfactory evidence of their authority to so act.

(ii)       Execution by Person Other than Registered Holder. If the Rights Certificate is executed by a person other than the holder named on the face of the Rights Certificate, proper evidence of authority of the person executing the Rights Certificate must accompany the same unless, for good cause, the Subscription Agent dispenses with proof of authority.

(iii)       Signature Guarantees. If you completed any part of Section 2 of the Rights Certificate to provide that the Common Shares sold pursuant to your exercise of Subscription Rights to be (x) issued in a name other than that of the registered holder, or (y) sent to an address other than that shown on the front of the Rights Certificate, your

Exhibit 99.3 - 2

signature in Section 1 must be guaranteed in Section 2 by an “Eligible Guarantor Institution,” as such term is defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, such as a member firm of a registered national securities exchange or a member of the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company having an office or correspondent in the United States, or by a member of a Stock Transfer Association approved medallion program such as STAMP, SEMP or MSP, subject to standards and procedures adopted by the Subscription Agent.

(b) Method of Payment

Payments must be made in full in U.S. currency by:

· wire transfer of immediately available funds with reference to the Subscription Rights holder’s name to accounts maintained by the Subscription Agent for purposes of accepting subscription in the Rights Offering at:

Beneficiary Account Name: American Stock Transfer FBO Vitru Limited

Account Number: 530-354616

ABA/Routing number: 021000021

Bank: JPMorgan Chase Bank, 55 Water Street New York, New York 10005

· a certified check drawn against a U.S. bank payable to “American Stock Transfer & Trust Company, LLC (acting as Subscription Agent for Vitru Limited).”

Payments will be deemed to have been received upon (i) receipt by the Subscription Agent of any certified check drawn upon a U.S. bank or (ii) receipt of collected funds in the Subscription Account designated above. Any wire transfer should clearly indicate the identity of the subscriber who is paying the Subscription Price by wire transfer.

If you do not indicate the number of Subscription Rights being exercised, or if you do not forward the full subscription payment for the number of Subscription Rights that you indicate are being exercised, then you will be deemed to have exercised the maximum number of Subscription Rights that may be exercised with the aggregate subscription payment you delivered to the Subscription Agent. Any excess subscription payments received by the Subscription Agent will be returned to you by mail, without interest, as soon as practicable after completion of the rights offering, and after all pro rata allocations and adjustments have been completed.

Fractional Common Shares resulting from the exercise of the Subscription Rights will be eliminated by rounding down to the nearest whole Common Share, with the total subscription payment being adjusted accordingly. Any excess subscription payments received by the Subscription Agent will be returned, without interest, as soon as practicable.

(c) Method of Delivery

Rights Certificates must be delivered to the Subscription Agent by mail, hand or overnight courier to:

American Stock Transfer & Trust Company, LLC
Operations Center
6201 15th Avenue
Brooklyn, New York 11219
Attn: Reorganization Department

Fax: 718-765-8758

The method of delivery of Rights Certificates and payment of the aggregate Subscription Price to the Subscription Agent will be at the election and risk of the holder of Subscription Rights. However, if you elect to exercise your Subscription Rights, the Company urges you to consider wire transfer of funds to ensure that the Subscription Agent receives your funds prior to the Expiration Date. If you send a certified check drawn upon a U.S. bank, payment will be deemed to have been received by the Subscription Agent immediately upon receipt of such instruments.

Exhibit 99.3 - 3

2. Issuance of Common Shares.

Promptly following the Expiration Date, the following deliveries and payments will be made and/or issued to the address shown on the face of your Rights Certificate, unless you provide instructions to the contrary in your Rights Certificate.

(a) Subscription Right. As soon as practicable following the Expiration Date and the valid exercise of the Subscription Rights, we will issue to each exercising Subscription Rights holder shares in book-entry, or uncertificated, form representing Common Shares purchased pursuant to the Subscription Right.

(b) Excess Cash Payments. As soon as practicable following the Expiration Date and after all prorations and adjustments contemplated by the terms of the Rights Offering have been effected, any excess subscription payments received in payment of the aggregate Subscription Price will be mailed by the Subscription Agent to each Subscription Rights holder, without interest.

3. No Sale or Transfer of Subscription Rights.

The Subscription Rights granted to you are nontransferable and will not be listed for trading on the Nasdaq Global Select Market or any other stock exchange or trading market. You may not sell, transfer or assign your Subscription Rights to anyone.

4. Fees and Expenses.

The Company will pay all customary fees and expenses of the Subscription Agent and the Information Agent related to their acting in such roles in connection with the Rights Offering. The Company has also agreed to indemnify the Subscription Agent and the Information Agent from certain liabilities that they may incur in connection with the Rights Offering.

Neither the Company, nor the Subscription Agent, will charge a brokerage commission or a fee to shareholders for exercising their Subscription Rights. However, if you exercise your Subscription Rights through a custodian bank, broker, dealer or nominee, you will be responsible for any fees charged by your custodian bank, broker, dealer or nominee.

5. Special Provisions Relating to the Delivery of Subscription Rights through the Depository Trust Company.

In the case of Subscription Rights that are held of record through The Depository Trust Company (“DTC”) or are held in “street name” with DTC participants, exercise of the Subscription Rights may be effected by instructing DTC to transfer Subscription Rights from the DTC account of such holder to the DTC account of the Subscription Agent, together with certification as to the aggregate number of Subscription Rights exercised and the number of Common Shares thereby subscribed for under the Subscription Rights by each beneficial owner of Subscription Rights on whose behalf such nominee is acting, and payment of the Subscription Price for each Common Shares subscribed for pursuant to the Subscription Rights. See the Company’s “Form of Letter to Shareholders Who Are Record Holders” and the “Nominee Holder Certification.”

6. Determinations Regarding the Exercise of Your Subscription Rights.

The Company will decide, in its sole discretion, all questions concerning the timeliness, validity, form, and eligibility of the exercise of your Subscription Rights. Any such determinations by the Company will be final and binding. The Company, in its sole discretion, may waive, in any particular instance, any defect or irregularity or permit, in any particular instance, a defect or irregularity to be corrected within such time as the Company may determine. The Company will not be required to make uniform determinations in all cases. The Company may reject the exercise of any of your Subscription Rights because of any defect or irregularity. The Company will not accept any exercise of Subscription Rights until all irregularities have been waived by the Company or cured by you within such time as the Company decides, in its sole discretion.

Neither the Company, the Subscription Agent, nor the Information Agent will be under any duty to notify you of any defect or irregularity in connection with your submission of Rights Certificates, and the Company will not be liable for failure to notify you of any defect or irregularity. The Company reserves the right to reject your exercise of

Exhibit 99.3 - 4

Subscription Rights if it determines that your exercise is not in accordance with the terms of the rights offering, as set forth in the Prospectus Supplement and these instructions, or in proper form. The Company will also not accept the exercise of your Subscription Rights if the issuance of Common Shares to you could be deemed unlawful under applicable law.

Exhibit 99.3 - 5

EX-99.4

Exhibit 99.4

FORM OF LETTER TO SHAREHOLDERS WHO ARE RECORD HOLDERS OF VITRU LIMITED

Subscription Rights to Purchase Common Shares
Offered Pursuant to Subscription Rights
Distributed to Shareholders
of Vitru Limited

October 24, 2022

Dear Shareholder:

Enclosed are materials relating to a rights offering (the “Rights Offering”) by Vitru Limited, a Cayman Islands exempted company (“we,” “us,” “our,” or the “Company”), including the Company’s prospectus supplement dated October 24, 2022 (the “Prospectus Supplement” and together with the base prospectus dated October 25, 2021, the “Prospectus”), relating to the offering of our Common Shares, par value US$0.00005 per share (the “Common Shares”) issuable upon the exercise of subscription rights (the “Subscription Rights”) as described in the Prospectus Supplement. You will be able to exercise your Subscription Rights only during a limited period. Answers to some frequently asked questions about the Rights Offering can be found under the heading “Questions and Answers About the Rights Offering” in the Prospectus Supplement. Any prospective purchaser of our Common Shares pursuant to the exercise of the Subscription Rights should read the Prospectus, including without limitation the risk factors and other information described or incorporated by reference therein, prior to making any decision to invest in the Company.

In the Rights Offering, we are distributing at no charge to the holders of our Common Shares on the Record Date, nontransferable Subscription Rights to purchase up to an aggregate of 4,818,123 of our Common Shares, as described in the Prospectus Supplement.

The Subscription Rights will expire if not exercised prior to 5:00 p.m., Eastern Time, on November 17, 2022, unless extended by the Company (the “Expiration Date”).

As described in the Prospectus Supplement, you will receive one Subscription Right for each six Common Shares owned as of 5:00 p.m., Eastern Time, on the Record Date. Each Subscription Right will allow you to subscribe for one Common Share at the subscription price of $16.02 per whole share (the “Subscription Price”). For example, if you owned 1,000 Common Shares as of 5:00 p.m., Eastern Time, on the Record Date, you would receive one Subscription Right for each six shares and would have the right to purchase 166 Common Shares (that is, rounded down to the nearest whole Common Share, with the total subscription payment being adjusted accordingly, as discussed below) at the Subscription Price. Upon the Expiration Date, any excess subscription amounts paid by a subscriber, including any excess subscription payments received by American Stock Transfer & Trust Company, LLC (the “Subscription Agent”), will be returned without interest, as soon as practicable. The Subscription Rights do not entitle holders to an oversubscription privilege.

You are not required to exercise any or all of your Subscription Rights. However, if you do not exercise your Subscription Rights and the Rights Offering is completed, the number of our Common Shares you own will not change but your percentage ownership of our total outstanding voting shares will decrease assuming that Common Shares are purchased by other shareholders in the Rights Offering. Your percentage ownership of our voting stock may also decrease if you do not exercise your Subscription Rights in full. Please see the discussion of risk factors related to the rights offering, including dilution, under the heading “Risk Factors” in the Prospectus Supplement.

The Subscription Rights will be evidenced by a nontransferable subscription rights certificate (“Rights Certificate”) issued to shareholders of record and will cease to have any value at the Expiration Date.

Enclosed are copies of the following documents:

1. Prospectus;

Exhibit 99.4 - 1

2. Rights Certificate;

3. Instructions as to Use of Vitru Limited Nontransferable Subscription Rights Certificates; and

4. A return envelope addressed to American Stock Transfer & Trust Company, LLC, the Subscription Agent.

Your prompt action is requested. To exercise the Subscription Rights, as indicated in the Prospectus Supplement, you should deliver to the Subscription Agent the properly completed and signed Rights Certificate with payment of the aggregate Subscription Price in full for each Common Share subscribed for. The Subscription Agent must receive the Rights Certificate with payment of the Subscription Price prior to the Expiration Date. If you send your Rights Certificate(s) and Subscription Price payment by mail, we recommend that you send them by registered mail, properly insured, with return receipt requested. We will not be required to issue our Common Shares to you if the Subscription Agent receives your Rights Certificate or your subscription payment after that time, regardless of when the Rights Certificate and subscription payment were sent. See “The Rights Offering—Expiration of the Rights Offering and Extensions, Amendments and Termination” in the Prospectus Supplement.

Once you have exercised your Subscription Rights, such exercise may not be revoked, even if you later learn information that you consider to be unfavorable to the exercise of your Subscription Rights.

Additional copies of the enclosed materials may be obtained from D. F. King & Co., Inc., the information agent for the Rights Offering, by calling +1 866-796-1290. Any questions or requests for assistance concerning the Rights Offering should be directed to the information agent.

Very truly yours,

Vitru Limited

Exhibit 99.4 - 2

EX-99.5

Exhibit 99.5

FORM OF LETTER TO BROKERS AND OTHER NOMINEE HOLDERS OF VITRU LIMITED

Subscription Rights to Purchase Common Shares
Offered Pursuant to Subscription Rights
Distributed to Shareholders
of Vitru Limited

October 24, 2022

To Securities Dealers, Commercial Banks, Trust Companies and Other Nominees:

This letter is being distributed to securities dealers, commercial banks, trust companies and other nominees in connection with the rights offering (the “Rights Offering”) by Vitru Limited, a Cayman Islands exempted company (“we,” “us,” “our,” or the “Company”), pursuant to which nontransferable subscription rights (the “Subscription Rights”) will be distributed to all shareholders of record (the “Record Holders”) of our Common Shares, par value US$0.00005 per share (“Common Shares”), as of 5:00 p.m., Eastern Time, on October 21, 2022 (the “Record Date”). The Subscription Rights and Common Shares are described in the Company’s prospectus supplement dated October 24, 2022 (the “Prospectus Supplement” and together with the base supplement dated October 25, 2021, the “Prospectus”).

In the Rights Offering, we are distributing at no charge to the holders of our Common Shares on the Record Date, nontransferable Subscription Rights to purchase up to 4,818,123 of our Common Shares, as described in the Prospectus Supplement.

The Subscription Rights will expire if not exercised prior to 5:00 p.m., Eastern Time, on November 17, 2022 (the “Expiration Date”).

As described in the Prospectus Supplement, each beneficial owner of Common Shares registered in your name or the name of your nominee is entitled to one Subscription Right for each six Common Shares owned by such beneficial owner as of 5:00 p.m., Eastern Time, on the Record Date. Each Subscription Right will entitle the holder thereof to purchase one Common Share at the subscription price of US$16.02 per whole share (the “Subscription Price”). For example, if a Record Holder owned 1,000 Common Shares as of 5:00 p.m., Eastern Time, on the Record Date, it would be granted Subscription Rights to purchase an aggregate of 166 Common Shares (rounded down to the nearest whole Common Share, with the total subscription payment being adjusted accordingly, as discussed below) at the Subscription Price per share. After the completion of the Rights Offering, any excess subscription amounts paid by a subscriber, including any excess subscription payments received by American Stock Transfer & Trust Company, LLC (the “Subscription Agent”), will be returned to the subscriber, without interest or deduction, as soon as practicable. The Subscription Rights do not entitle holders to an oversubscription privilege.

The Subscription Rights will be evidenced by a Nontransferable Subscription Rights Certificate (the “Rights Certificate”) registered in the Record Holder’s name or its nominee and will cease to have any value at the Expiration Date.

We are asking persons who hold Common Shares beneficially and who have received the Subscription Rights distributable with respect to those shares through a broker, dealer, commercial bank, trust company or other nominee, as well as persons who hold certificates of Common Shares directly and prefer to have such institutions effect transactions relating to the Subscription Rights on their behalf, to contact the appropriate institution or nominee and request it to effect the transactions for them. In addition, we are asking beneficial owners who wish to obtain a separate Rights Certificate to contact the appropriate nominee as soon as possible and request that a separate Rights Certificate be issued.

All commissions, fees and other expenses (including brokerage commissions and transfer taxes), other than fees and expenses of the Subscription Agent and D. F. King & Co., Inc. (the “Information Agent”), incurred in connection with the exercise of the Subscription Rights will be for the account of the holder of the Subscription

Exhibit 99.5- 1

Rights, and none of such commissions, fees or expenses will be paid by the Company, the Subscription Agent or the Information Agent.

Enclosed are copies of the following documents:

1. Prospectus;

2. Instructions as to Use of Vitru Limited Nontransferable Subscription Rights Certificates;

3. A form of letter which may be sent to your clients for whose accounts you hold our Common Shares registered in your name or the name of your nominee;

4. Beneficial Owner Election;

5. Nominee Holder Certification; and

6. A return envelope addressed to American Stock Transfer & Trust Company, LLC, the Subscription Agent.

Your prompt action is requested. To exercise the Subscription Rights, as indicated in the Prospectus Supplement, you should deliver to the Subscription Agent the properly completed and signed Rights Certificate with payment of the Subscription Price in full for each Common Share subscribed for. The Subscription Agent must receive the Rights Certificate with payment of the Subscription Price prior to the Expiration Date. Once a Record Holder has exercised its Subscription Right, such exercise may not be revoked, even if the Record Holder later learns information that it considers to be unfavorable to the exercise of its Subscription Rights.

Additional copies of the enclosed materials may be obtained from D. F. King & Co., Inc., the Information Agent for the Rights Offering, by calling +1 866-796-1290. Any questions or requests for assistance concerning the rights offering should be directed to the Information Agent.

Very truly yours,

Vitru Limited

Exhibit 99.5- 2

EX-99.6

Exhibit 99.6

FORM OF LETTER TO CLIENTS OF BROKERS AND OTHER NOMINEE HOLDERS OF VITRU LIMITED

Subscription Rights to Purchase Common Shares
Offered Pursuant to Subscription Rights
Distributed to Shareholders
of Vitru Limited

October 24, 2022

To Our Clients:

Enclosed for your consideration are a prospectus supplement dated October 24, 2022 (the “Prospectus Supplement” and together with the base prospectus dated October 25, 2021, the “Prospectus”) and the “Instructions as to Use of Vitru Limited Nontransferable Subscription Rights Certificates” relating to the rights offering (the “Rights Offering”) by Vitru Limited, a Cayman Islands exempted company (the “Company”), of its Common Shares, par value US$0.00005 per share (the “Common Shares”), pursuant to nontransferable subscription rights (“Subscription Rights”) distributed to all shareholders of record of the Company as of 5:00 p.m., Eastern Time, on October 21, 2022 (the “Record Date”). The Subscription Rights and Common Shares are described in the Prospectus Supplement.

In the Rights Offering, we are distributing at no charge to the holders of our Common Shares on the Record Date, nontransferable Subscription Rights to purchase up to an aggregate of 4,818,123 of our Common Shares, as described in the Prospectus Supplement.

The Subscription Rights will expire if not exercised prior to 5:00 p.m., Eastern Time, on November 17, 2022 (the “Expiration Date”).

As described in the Prospectus Supplement, you will receive one Subscription Right for each six Common Shares owned as of 5:00 p.m., Eastern Time, on the Record Date. Each Subscription Right will entitle you to subscribe for one Common Share at the subscription price of US$16.02 per whole share (the “Subscription Price”). For example, if you owned 1,000 Common Shares as of 5:00 p.m., Eastern Time, on the Record Date, you would be granted Subscription Rights to purchase an aggregate of 166 Common Shares (rounded down to the nearest whole Common Share, with the total subscription payment being adjusted accordingly, as discussed below) at the Subscription Price per share. After the completion of the Rights Offering, any excess subscription amounts paid by a subscriber, including any excess subscription payments received by American Stock Transfer & Trust Company, LLC (the “Subscription Agent”), will be returned to the subscriber, without interest or deduction, as soon as practicable.

The Subscription Rights are evidenced by a Nontransferable Subscription Rights Certificate issued to shareholders of record and will cease to have any value at the Expiration Date.

THE MATERIALS ENCLOSED ARE BEING FORWARDED TO YOU AS THE BENEFICIAL OWNER OF COMMON SHARES CARRIED BY US IN YOUR ACCOUNT BUT NOT REGISTERED IN YOUR NAME. THE SUBSCRIPTION RIGHTS MAY BE EXERCISED ONLY BY US AS THE RECORD OWNER AND PURSUANT TO YOUR INSTRUCTIONS.

Accordingly, we request instructions as to whether you wish us to elect to subscribe for any Common Shares to which you are entitled pursuant to the terms and subject to the conditions set forth in the Prospectus Supplement. However, we urge you to read the document carefully before instructing us to exercise your Subscription Rights.

If you wish to have us, on your behalf, exercise the Subscription Rights for any Common Shares to which you are entitled, please so instruct us by completing, executing and returning to us the Beneficial Owner Election Form.

Exhibit 99.6- 1

Your Beneficial Owner Election Form should be forwarded to us as promptly as possible in order to permit us to exercise your Subscription Rights on your behalf in accordance with the provisions of the Rights Offering. The Rights Offering will expire at the Expiration Date. Please contact us for our deadline with respect to your submission of the Beneficial Owner Election Form. Once you have exercised your Subscription Rights, such exercise may not be revoked, even if you later learn information that you consider to be unfavorable to the exercise of your Subscription Rights.

Additional copies of the enclosed materials may be obtained from D. F. King & Co., Inc., the information agent for this rights offering, by calling +1 866-796-1290. Any questions or requests for assistance concerning the rights offering should be directed to the information agent.

Very truly yours,

Vitru Limited

Exhibit 99.6- 2

EX-99.7

Exhibit 99.7

THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE COMPANY’S PROSPECTUS SUPPLEMENT DATED OCTOBER 24, 2022 (THE “PROSPECTUS SUPPLEMENT”) AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS AND PROSPECTUS SUPPLEMENT ARE AVAILABLE UPON REQUEST FROM AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, THE SUBSCRIPTION AGENT, BY CALLING (877) 248-6417.

VITRU LIMITED

COMMON SHARES
ISSUABLE UPON EXERCISE OF SUBSCRIPTION RIGHTS

NOMINEE HOLDER CERTIFICATION

The undersigned, a bank, broker, trustee, depository or other nominee holder of subscription rights (the “Subscription Rights”) to purchase Common Shares, par value US$0.00005 per share (the “Common Shares”), of Vitru Limited, a Cayman Islands exempted company (the “Company”), pursuant to the rights offering (the “Rights Offering”) described in Company’s prospectus supplement dated October 24, 2022 (together with the base prospectus dated October 25, 2021, the “Prospectus”), hereby certifies to the Company and American Stock Transfer & Trust Company, LLC, the subscription agent for the rights offering, that (1) the undersigned has exercised on behalf of the beneficial owners thereof (which may include the undersigned), the number of Subscription Rights specified below pursuant to the subscription right (as defined in the Prospectus Supplement), listing below each such exercised subscription right (without identifying any such beneficial owner), and (2) each such beneficial owner’s subscription right has been exercised in full:

	NUMBER OF SHARESOWNED ON RECORDDATE	NUMBER OF SHARESSUBSCRIBED FORPURSUANTTO THE SUBSCRIPTIONRIGHTS
1.
2.
3.
4.
5.

Exhibit 99.7- 1

Name of Bank, Broker, Trustee, Depository or Other Nominee:

By:
	Authorized Signature

Name:
	(Please print or type)

Title:
	(Please print or type)

Provide the following information if applicable:

Depository Trust Company (“DTC”) Participant Number: _____________________

Participant: _____________________

By:
	Authorized Signature

Name:
	(Please print or type)

Title:
	(Please print or type)

DTC Subscription Confirmation Number(s):

Exhibit 99.7- 2

EX-99.8

Exhibit 99.8

THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE COMPANY’S PROSPECTUS SUPPLEMENT DATED OCTOBER 24, 2022 (THE “PROSPECTUS SUPPLEMENT”) AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS AND PROSPECTUS SUPPLEMENT ARE AVAILABLE UPON REQUEST FROM AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, THE SUBSCRIPTION AGENT, BY CALLING (877) 248-6417.

VITRU LIMITED

BENEFICIAL OWNER ELECTION FORM

I (We), the beneficial owner(s) of common shares, par value US$0.00005 per share (the “Common Shares”), of Vitru Limited, a Cayman Islands exempted company (the “Company”), acknowledge receipt of your letter, the Company’s prospectus supplement dated October 24, 2022 (together with the base prospectus dated October 25, 2021, the “Prospectus”), and the other enclosed materials relating to the offering of Common Shares issuable upon the exercise of subscription rights (“Subscription Rights”) as described in the Prospectus Supplement.

In this form, I (we) instruct you whether to exercise Subscription Rights to purchase Common Shares distributed with respect to the Common Shares held by you for my (our) account, pursuant to the terms and subject to the conditions set forth in the Prospectus Supplement and the related “Form of Instructions for Use of Vitru Limited Nontransferable Subscription Rights Certificates.”

I (We) hereby instruct you as follow:

(CHECK THE APPLICABLE BOXES AND PROVIDE ALL REQUIRED INFORMATION)

Box 1.	☐	Please DO NOT EXERCISE SUBSCRIPTION RIGHTS for Common Shares.
		If you checked Box 1, please sign and date this form and mail it to your broker, custodian bank or your other nominee that holds your shares.
Box 2.	☐	Please EXERCISE SUBSCRIPTION RIGHTS for Common Shares as set forth below.
		If you checked Box 2, please fill out the table shown below. Next, please check Box 3 and/or Box 4, as applicable, and fill out the information indicated under Box 3 and/or Box 4, as applicable. Please then sign and date this form and mail it to your broker, custodian bank or other nominee that holds your shares.

	NUMBER OF COMMON SHARES		EXERCISE RATIO		SUBSCRIPTION PRICE		PAYMENT
Subscription Right
		x		x	$16.02	=	$

Box 3.	☐	Payment in the following amount is enclosed: $__________.
Box 4.	☐	Please deduct payment of $__________ from the following account maintained by you:
		The total of Box 3 and 4, together, must equal the Total Required Payment from Box 2 above.
		Type of Account: ____________________ Account No.: ____________________

Exhibit 99.8- 1

I (We) on my (our) behalf, or on behalf of any other person(s) on whose behalf, or under whose directions, I am (we are) signing this form:

· acknowledge receipt of the Prospectus Supplement and irrevocably elect to purchase the number of Common Shares indicated above upon the terms and conditions specified in the Prospectus Supplement; and

· agree that if I (we) fail to pay for the Common Shares I (we) have elected to purchase, you may exercise any remedies available to you under law.

Name(s) of beneficial owner(s):

Signature of beneficial owner(s):

If you are signing in your capacity as a trustee, executor, administrator, guardian, attorney-in-fact, agent, officer of a corporation or another acting in a fiduciary or representative capacity, please provide the following information:

Name:

Capacity:

Address:

Telephone No.:

PLEASE MAKE SURE THAT YOU USE THE CORRECT ADDRESS. You may want to check this address with your broker.

Exhibit 99.8- 2