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Vinci Partners Investments Ltd

For the period ended Aug 16, 2024. Filed Aug 19, 2024.

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Aug 16, 2024 · Filed Aug 19, 2024

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VINP$8.61+0.1%Stored close · as of Nov 6, 2026
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EX-99.3 · VOTING ITEMS

Voting Items Board Recommends V55963 - P17518 Vote at www.ProxyVote.com THIS IS NOT A VOTABLE BALLOT This is an overview of the proposals being presented at the upcoming shareholder meeting. Please follow the instructions on the reverse side to vote these important matters. For 1. As an ordinary resolution, that the Company’s financial statements and the auditor’s report for the fiscal year ended December 31, 2023 be approved and ratified; For 2. As an ordinary resolution, that Peter Ogilvie shall be appointed as director of the Company, following his appointment as interim director by the Board on October 30, 2023; For 3 . As a special resolution, as a single voting item, to approve in all respects the business combination between the Company and MNC Holdings Limited (the “ Business Combination ”), with the Company being authorised to merge with Merging Company, a new exempted company incorporated under the laws of the Cayman Islands that will become the sole shareholder of MNC Holdings Limited, so that the Company be the surviving company, such that all the rights, property, business undertaking, goodwill, benefits, immunities and privileges of the Merging Company shall vest in the Company, and the Company will become liable for and subject, in the same manner as the Merging Company, to all mortgages, charges and security interests, and all contracts, obligations, claims, debts and liabilities of the Merging Company by virtue of such merger pursuant to the provisions of the Companies Act (As Revised) of the Cayman Islands, and in connection therewith : 3 a . The Company be authorised to enter into the Plan of Merger in substantially the form annexed hereto (the “ Plan of Merger ”) (and for the purposes of Part XVI of the Companies Act, the Plan of Merger is hereby authorised by the Company pursuant to these shareholders’ resolutions passed by special resolution) ; 3 b . There being no holders of any outstanding security interest granted by the Company immediately prior to the Effective Date (as defined in the Plan of Merger), the Plan of Merger be executed by any one Director on behalf of the Company and any Director be authorised to submit the Plan of Merger, together with any supporting documentation, for registration to the Registrar of Companies of the Cayman Islands ; and 3c. As at the Effective Date (as defined in the Plan of Merger), the Memorandum and Articles of Association of the Company shall continue to be the Memorandum and Articles of Association; For 4. As a special resolution, the other transactions contemplated by the Merger Agreement, be approved and adopted in all respects; For 5 . Subject to and upon the closing of the Business Combination (the “ Closing ”), as an ordinary resolution, Mr . Manuel José Balbontin be elected as a member of the Board of Directors of the Company, to serve on the Board until the earlier of his vacating office or removal from office as a director in accordance with the Articles of Association ; For 6 . Subject to and upon the Closing, as an ordinary resolution, Mr . Jaime de la Barra be elected as a member of the Board of Directors of the Company, to serve on the Board until the earlier of his vacating office or removal from office as a director in accordance with the Articles of Association ; and For 7 . As an ordinary resolution, all actions taken and any documents or agreements executed, signed or delivered prior to or after the date of these resolutions by any Director or officer of the Company in connection with the transactions contemplated by the Proposals be approved, ratified and confirmed in all respects . NOTE: Such other business as may properly come before the meeting or any adjournment thereof.

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