Highlights* CVC Group s EBITDA and Earnings grew 9.5% and 10.3%, in 2016, respectively

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1 Santo André, February 15, 2017: CVC Brasil Operadora e Agência de Viagens S.A. (BM&FBOVESPA: CVCB3), the largest tour operator in the Americas, hereby informs its shareholders and other market participants of its results for 4Q16 4Q16 Results Conference Call and Webcast Thursday, February 16, 2017 Conference Call Time: 09:15 am EST 12:15 am BRT Phone: +1 (646) Code: CVC Replay: (11) Replay Code: CVC Conference Call in Portuguese Time: 08:00 am EST 11:00 am BRT Phone: (11) Code: CVC Replay: (11) Replay Code: CVC Investor Relations Contact + 55 (11) ri@cvc.com.br Press Contact + 55 (11) imprensa@cvc.com.br s EBITDA and Earnings grew 9.5% and 10.3%, in, respectively Highlights* s bookings totaled R$2,275 million in 4Q16, growing 8.5% versus 4Q15. In, bookings totaled R$8,755 million, 1.5% more than the pro-forma figure, or up 40% versus. 4Q16 Adjusted EBITDA reached R$155.0 million, representing growth of 5.1% versus 4Q15. The Adjusted EBITDA was R$526.1 million in, an increase of 9.5% over the pro-forma figure, or 18.0% up on EBITDA. 4Q16 Adjusted Net Income totaled R$72.3 million, growing 1.8% versus 4Q15. In, Adjusted Net Income was R$209.2 million, representing an increase of 10.3% over the pro-forma figure, or 2.8% versus CVC Net Income. Return on Invested Capital (ROIC) over the last twelve months (LTM) period ending December 31, was 34.6%, compared to CVC ROIC over the LTM period ending December 31, of 39.9%. * Note: The figures include RexturAdvance and Submarino Viagens on a pro-forma basis 1

2 s Results Bookings - R$mm* Net Revenue - R$mm* 3.1% 8.5% 1.5% 8,623 8, % ,097 2, Q15 4Q16 Pro Forma* 4Q15 4Q16 Pro Forma* Adjusted EBITDA - R$mm* Adjusted Net Income - R$mm* 9.5% 10.3% 5.1% % Q15 4Q16 Pro Forma* 4Q15 Pro Forma* 4Q16 Pro Forma* * Figures include RexturAdvance and Submarino Viagens on a pro forma basis 2

3 Management Comments In spite of the challenging economic and political scenario, s bookings totaled R$2,275 million in 4Q16 and R$8,755 million in, up by 8.5% over 4Q15 and 1.5% over the proforma figure, in line with the recovery trend observed throughout the year, as showed in the chart below: Growth - 3,8%* 8,5% 2,6% -0,9% -3,9% 1Q16 2Q16 3Q16 4Q16 * Bookings in August were negatively impacted by the Olympic Games, and recorded growth of 3.8% in July and September. The recovery in the international travel segment (whose bookings are made further in advance than in the domestic segment) helped increase the average number of days between booking and boarding, reaching 5 days in 4Q16, as shown in the chart below: YoY Change in Average Number of Days between Booking and Boarding* Q15 2Q15 3Q15 4Q15 1Q16 2Q16 3Q16 4Q16 * Excludes RexturAdvance and Submarino Viagens The recovery in the international segment also led to a strong increase in purchases for boarding in future quarters compared to purchases for boarding in 4Q16, as shown in the next chart. 3

4 Breakdown of 4Q16 Bookings by Boarding Date - Growth (YoY) * 13.4% 10.4% 15.2% Total Boarding in 4Q16 Boarding in future quarters * Excludes RexturAdvance and Submarino Viagens CVC opened 31 stores in 4Q16, increasing the total number of stores opened in the last twelve months to 104 (91 net openings). In December, we had 1,095 exclusive stores in operation. CVC s initiatives to expand new revenue streams including travel insurance, tickets, car rentals and tours supported 13% growth of these ancillary products in versus. These complementary products reinforce CVC s positioning as a full-service provider in the tourism segment. RexturAdvance and Submarino Viagens After RexturAdvance s and Submarino Viagens first year of operations in the CVC group, we have already captured important synergies, as shown in the chart below. Corporate hotel bookings in RA reached R$ 22 million in 4Q16. The online market declined in versus, same behavior observed in SV. We are taking several measures to reverse the current trend (reinforcing our IT and online teams). 4

5 Acquisition of Experimento On December 29,, CVC concluded the acquisition of 100% (one hundred percent) of Experimento (Viatrix Viagens e Turismo Ltda), a company specialized in student exchange programs, a leading firm in its segment, with bookings for of approximately R$100 million (one hundred million reais). The acquisition allows the expansion of CVC in the student travel market and further strengthens the relationship with its trading partners and distribution channels. The founders of Experimento, Patricia Zocchio and Roberta Zocchio, will remain as CEO and Executive Director, while Santuza Bicalho, who had been leading the initiative of CVC Intercambio, joins the team as Director of Products. We recently approved the 2017 Budget and have already implemented the new structure on February 6, which will represent a reduction (CVC Intercambio + Experimento) of nearly 30% in the headcount (excluding stores headcount). Other topics CVC was ranked among the 25 Most Valuable Brazilian Brands (22nd position) for the first time, a study promoted by Interbrand/Exame. In December, CVC received the Golden Tombstone Award for the best transaction of the year in the Equity category. 5

6 Overall Results The tables above show the results for CVC, RexturAdvance and Submarino Viagens combined ( RA+SV ) and (comprising the three companies). Figures are in R$ millions, except where indicated otherwise: CVC 1 4Q16 4Q15 Total Bookings 1, , % 5, , % Exclusive Stores 1, , % 4, , % Same Store Sales - growth 10.7% -4.1% 1.9% 0.5% Independent Agents % % Online Bookings % % Leisure Exclusive Stores (units) 1,095 1, ,095 1, Boardings - CVC 1, , % 5, , % Financial Results Net Revenue % % Net Revenue Margin % 15.67% p.p % 15.59% 0.32 p.p. RA + SV Operating and Financial Results 4Q16 4Q15 Bookings % 3, , % Net Revenue % % Net Revenue Margin % 6.69% 0.14 p.p. 6.80% 6.40% 0.40 p.p. 4Q16 4Q15 Bookings 2, , % 8, , % Net Revenue % 1, , % Net Revenue Margin % 12.58% p.p % 11.95% 0.53 p.p. Adjusted EBITDA % % Adjusted EBITDA Margin % 52.0% 1.0 p.p. 49.5% 46.6% 2.9 p.p. Adjusted Net Income % % Adjusted Net Income Margin % 25.1% -0.3 p.p. 19.7% 18.4% 1.3 p.p. ROIC % 39.9% 34.6% 39.9% Percentage of consumed bookings (boardings) 2 Percentage of net revenue 3 Adjusted EBITDA excludes non-cash and non-recurring expenses (see EBITDA and Adjusted EBITDA section) 4 Adjusted Net Income is calculated based on net income and excludes non-cash, non-recurring expenses (see Net Income section) and Net Income attributable to non-controlling interest in RexturAdvance 5 Net revenue as a percentage of bookings 6 Return on invested capital - LTM 7 Net revenue as a percentage of bookings (boardings in CVC and bookings in RA and SV) 6

7 Operating and Financial Results Bookings CVC 4Q16 4Q15 Total Bookings 1, , % 5, , % Exclusive Stores 1, , % 4, , % Same Store Sales - growth 10.7% -4.1% 1.9% 0.5% Independent Agents % % Online Bookings % % Leisure Exclusive Stores (units) 1,095 1, ,095 1, RA + SV CVC s bookings totaled R$1,497 million in 4Q16 and R$5,541 million in, growth of 13.4% versus 4Q15 and 6.5% versus. The fourth-quarter year-on-year increase in bookings was driven primarily by the strong growth in Same Store Sales and the recovery in international bookings, as shown in the charts below: 4Q16 4Q15 Bookings % 3, , % 4Q16 4Q15 Bookings 2, , % 8, , % Same Store Sales Growth (YoY) CVC s International Bookings Growth (YoY) 53.2% 10.7% 14.6% 0.6% 0.5% -4.1% 1Q16 2Q16 3Q16 4Q16 0.1% -5.9% 1Q16 2Q16 3Q16 4Q16 The strong growth observed in the exclusive stores, as well as a more moderate growth in the domestic segment reflected in a lower growth in the channel independent agents. Despite the trend observed in the first nine months of, 4Q16 online traffic (CVC.com) slightly recovered over 3Q16, from a 13.3% decline in 3Q16 over 3Q15 to a 3.5% reduction in 4Q16 over 4Q15. Credit offered to consumers in stores continued to drive a shift from online to offline sales. 7

8 s bookings totaled R$2,275 million in 4Q16 and R$8,755 million in, up by 8.5% over 4Q15 and 1.5% over the pro-forma figure. RA + SV 4Q16 4Q15 Bookings % 3, , % 4Q16 4Q15 Bookings 2, , % 8, , % Recovery of RexturAdvance s corporate travel business has supported the continued improvement in performance Boardings and Passengers CVC 4Q16 4Q15 Boarded Passengers* - 000s 1, , % 3, , % Boardings* - CVC 1, , % 5, , % Boardings grew 4.8% in 4Q16 over 4Q15 (best boarding growth rate in ) and 2.0% in over. The number of boarded passengers increased by 8.6% in 4Q16 and 3.5% in. Revenue CVC 4Q16 4Q15 Gross revenue % % Taxes and deductions (14.9) (15.4) -2.7% (55.2) (53.1) 3.8% Net revenue % % Margin % 15.67% p.p % 15.59% 0.32 p.p. RA + SV 4Q16 4Q15 Net Revenue % % Margin % 6.69% 0.14 p.p. 6.80% 6.40% 0.40 p.p. 4Q16 4Q15 Net Revenue % 1, , % Margin % 12.58% p.p % 11.95% 0.53 p.p. 1 Percentage of boardings 2 Percentage of bookings 3 Net revenue as a percentage of bookings (boardings in CVC and bookings in RA and SV) 8

9 CVC s net revenue totaled R$238.9 million in 4Q16 grew 3.3% considering the same period in. Net revenue as a percentage of boardings came to 15.44% in 4Q16, 0.23 p.p lower than in 4Q15, due to the product mix (higher international mix in 4Q16). Net revenue as a percentage of consumed bookings increased 0.3 p.p. over, due to the product mix (higher domestic mix in ). s net revenue totaled R$292.1 million in 4Q16, 3.1% against 4Q15. During the year we presented the percentage of net revenue over bookings of the. After a detailed analysis of the topic, we conclude that the most technically adequate would be to calculate the percentage of revenue over revenue recognition basis, which in CVC is based on boardings, while in RA and SV is based on bookings. From that moment on, we are adopting these criteria for calculation and presentation of the margin of intermediation revenue. Net revenue as a percentage of bookings (boardings in CVC and bookings in RA and SV) was 12.56% in 4Q16, flat over 4Q15. s margin was 12.5% in, 0.53 p.p. higher than the figure, due to higher mix of domestic segment. 9

10 Operating Expenses 4Q16 4Q15 Operating Expenses % % (-) Non-Recurring Items % % Recurring Operating Expenses % % Selling % % General and administrative % % Depreciation and Amortization % % Other operating expenses % % PPA Amortization % % 1 For comparison purposes, s pro-forma operating expenses include the PPA amortization expense in s recurring operating expenses increased 1.6% in 4Q16 compared to 4Q15, despite the inflation in the period. Selling expenses decreased 10.9%, driven by the optimization of marketing expenses and lower insolvency rates among the consumers offered financing through CVC, due to a more restrictive credit policy. General and administrative expenses increased 8.9% in 4Q16, mainly due to the 8% collective bargaining agreement (October/16), the new sales structure in Rio de Janeiro (replacing the master franchisee) and the RA bonus, due to the growth in results. Recurring operating expenses fell 1.4% in, due to the optimization of marketing expenses, headcount reduction, strict control of expenses and synergies derived from the acquisitions. Non-recurring expenses increased from R$5.7 million in 4Q15 to R$13.9 million in 4Q16, and are related to stock-based compensation program of R$10.4 million and non-recurring bonuses and M&A of R$3.5 million. It is worth noting that the impacts resulting from the approval of the 6 th stock option plan and the review of plans 4 and 5 (monetary restatement and adjustment of dividends), approved at the Extraordinary Shareholders' Meeting held in October, had an R$8.4 million impact in 4Q16. 10

11 EBITDA and Adjusted EBITDA As a consequence of the aforementioned items, s Adjusted EBITDA totaled R$155.0 million in 4Q16 and R$526.1 million in, a 5.1% over 4Q15, and 9.5% over pro-forma EBITDA, respectively. Rio stores are being treated as an extraordinary item, as it will be resold to franchisees in 1Q17 (15 stores have already been resold to date). The loss shown in the period is a result of the difference between bookings (sales expenses recognized in the month) and boarding (commission paid to the franchisee recognized on boarding). 4Q16 4Q15 Net income % % (+) Financial expenses % % (+) Income tax and social contribution % % (+) Depreciation and amortization % % (+) Rio Operation EBITDA % % (+) Stock options % % (+) Extraordinary bonuses and M&A % (+) Restructuring expenses 2.2 Adjusted EBITDA % % Margin % 52.0% 1.0 p.p. 49.5% 46.6% 2.9 p.p. 1 Non-cash expenses related to stock options granted to key executives 2 Represents Adjusted EBITDA as a percentage of net revenue 3 Rio de Janeiro operation: Net result of the stores acquired in Rio de Janeiro in 4Q16 Financial Expenses s financial expenses totaled R$38.3 million in 4Q16, representing an increase of 6.2% compared to 4Q15 financial expenses. 4Q16 4Q15 Total financial expenses % % Financial Expenses % % Interest on acquisitions % % Other % % Total financial income (4.2) (1.3) 232.8% (19.8) (10.4) 90.6% Exchange variation % (3.1) (0.5) 516.6% Financial Expenses (net) % % 1 Primarily related to interest expense accrued for bank loans and financial services fees, including interest expense on factored credit card receivables 2 Interest accrued on the acquisition of RexturAdvance and Submarino Viagens 3 Primarily related to taxes on financial transactions (IOF) and bank expenses 11

12 Net Income As a result of the aforementioned items, s Adjusted Net Income reached R$72.3 million in 4Q16, a 1.8% increase in 4Q16, which is lower than the EBITDA growth in the same period. RA s growth is fully reflected in EBITDA, but only partially included in net income (51%). SV showed a decrease in results in 4Q16 versus 4Q15. 4Q16 4Q15 Pro Forma Net income % % (-) Minority Stake (4.6) (2.0) 123.5% (19.5) (11.3) 72.3% Net income to shareholders % % (+) Stock options % % (+) Extraordinary bonuses and M&A % (+) Franchisee agremement amortization % % (+) Restructuring expenses 1.4 (+) Rio Operation Adjusted Net Income % % Adjusted Net Income Margin % 25.1% -0.3 p.p. 19.7% 18.4% 1.3 p.p. 1 Margin over net revenue 2 Rio Operation: Net Result of the stores acquired in Rio de Janeiro in 4Q16 Investments The s investments totaled R$9.7 million in 4Q16 and R$55.4 million in, and excludes the R$12 million referring to the acquisition of stores in Rio de Janeiro. 12

13 Cash Flow 1 (R$MM) 4Q16 4Q15 Net Income Deferred income tax and social contribution (8.1) Interests Share-based payment expenses Franchisee contract amortization (B&M) Depreciation & amortization Other (Increase) / decrease in working capital (54.8) (154.1) (135.3) (383.7) Cash flow from operations 50.5 (25.2) Redemption of securities - (3.0) 3.0 (3.0) Capex (9.7) (11.3) (55.4) (55.8) Cash flow from operations, net of capex 40.8 (39.6) (55.6) Franchisee contract payment (B&M) (12.5) (1.7) (13.5) (5.5) Investments (acquisitions) (24.4) (23.4) (27.3) (67.3) Cash flow from Investing activities (37.0) (25.1) (40.8) (72.8) Loans (41.3) (110.0) Payment of interest (38.0) (29.3) (65.6) (68.3) Liquidation of derivative instruments (2.4) 15.8 Excersise Options/ Buyback program 0.2 (3.9) (13.4) 24.9 Dividends Paid (22.2) (15.4) (123.9) (121.1) Increase / (decrease) in receivables anticipation (112.6) Cash flow hedge effect (0.7) (9.9) (11.8) (1.1) Cash flow from financing activities (12.9) 62.0 (172.6) Cash flow from the period (9.1) (2.7) 6.9 (1.5) Cash balance in the beginning of the period Cash balance in the end of the period * Amounts in R$, unless otherwise stated 1 s managerial cash flow. Exclusively for managerial purposes, CVC includes factored receivables in accounts receivable and considers factored receivables as debt to cover its capital needs The generated operating cash of R$ 40.8 million and R$ million in 4Q16 and, respectively. In 4Q16, the s cash flow was impacted by the R$54.8 million increase in working capital, due to the increase in regular air ticket bookings. In this case, payments are made after sales, while in blocking and chartering air tickets, payments are made after boarding. Reserves of regular air tickets increased 44% in 4Q16, while blocking or charter bookings fell 8% in the same period. As seen in the next table, the negative impact in the balance of accounts receivable (due to the 8.5% sales growth in 4Q16) was offset by changes in the advanced travel packages line. The negative impact on working capital in 4Q16 was due to changes in the advance to supplier s line, as a result of 13

14 the increase in regular ticket bookings, previously mentioned. It is worth noting that in, the same line recorded one time advanced payments for international hotels (R$127 million), therefore, the equivalent variation would be a favorable R$25.7 million in 4Q15. Cash Flow - R$mm 4Q16 4Q15 Accounts receivable (45.9) 40.5 (234.2) (88.7) Advance to suppliers (39.1) (105.7) (38.5) (127.3) Advanced travel package sales (106.9) (195.3) (108.9) Suppliers (36.5) (51.0) Prepaid expenses (22.1) 1.5 Other (net) (9.3) Change in Working Capital (54.8) (154.1) (135.3) (383.7) Return on Invested Capital (ROIC) The return on invested capital in the last twelve months was 34.6% in, 5.3 p.p lower than in. The reduction was due to the increase in working capital, as previously mentioned, and the end of the goodwill arising from the acquisition of Carlyle in LTM Dec LTM Dec EBIT % Tax rate (34%) (158.2) (149.8) Goodwill tax benefit NOPAT % Net PP&E Net Working Capital Invested Capital % ROIC 34.6% 39.9% -5.3 p.p. 1 Managerial LTM EBIT, adjusted by non-recurring items 2 Non-current assets less non-current liabilities (excluding debt) 3 Current assets less current liabilities (excluding debt and cash and cash equivalents) Dividends CVC's policy is to pay at least a 50% profit dividend, considering that the company has no other capital need to develop its business and/or strategic projects. Given that there are some M&A opportunities under evaluation, the company (Management and Board of Directors) proposed the payment of a minimum dividend of 25% on the net income for, which corresponds to R$44.4 million (including R$22 million of interest on equity). If the M&A alternatives are not carried out in 2017, the management will propose the payment of additional dividends. 14

15 Net Debt (R$ million) Net debt Accounts payable - acquisitions Factored receivables LTM Adjusted EBITDA Q15 1.2x 4Q15 Normalized* 0.9x * Normalized by Hotels anticipation 273 4Q16 1.2x The net debt balances (net of cash and cash equivalents) as of December 31, and December 31, were R$459.2 million and R$285.7 million, respectively. Including factored receivables, net debt was R$597.9 million as of December 31, and R$537.0 million as of December 31,, representing 1.2 x LTM EBITDA in both years. 15

16 Appendix Balance Sheet Assets Current Assets Dec 31, Statutory Dec 31, Managerial Dec 31, Dec 31, Liabilities and Shareholder s Equity Current Liabilities Cash & Cash Equivalents Factored receivables ** Marketable securities Loans and financing Derivative Instruments Financial Instruments Accounts Receivable** 1, , , ,645.8 Suppliers Advances to Suppliers Related Party Prepaid Expenses Acconts Payable - Acquisition of investees Accounts Receivable - Acquisition of Investee Acconts Payable - Acquisition of Subsidiary Contas a receber - partes relacionadas Advanced sales of travel packages 1, , , ,126.5 Other Salaries & Social Charges Assets of discontinued operations Taxes Payable and Contribution Total Current Assets 2, , , ,433.3 Liabilities of discontinued operations Dec 31, Statutory Dec 31, Managerial Dec 31, Dec 31, Dividends payable Other Total Current Liabilities 2, , , ,080.7 Non-Current Assets Non-Current Liabilities Related Party Loans and financings Deferred Taxes Provision for Legal Claims Fixed Assets Accounts payable - related parties Investments Accounts payable of acquisition of subsidiary Intangible Assets Other Other Total Non-Current Liabilities Total Non-Current Assets Shareholders' Equity Capital Stock Capital Reserve Profit reserve Other Comprehensive Income (loss) Treasury shares Additional dividend proposal Retained earnings Non-controlling interests Total Shareholders' Equity Total Assets 3, , , ,099.3 TotalLiabilities and Shareholders' Equity 3, , , ,099.3 * Figures in R$ million, except where indicated otherwise ** Exclusively for managerial purpose, CVC includes factored receivables in accounts receivable and considers factored receivables as debt to cover its capital needs 16

17 Result 4Q16 4Q15 Pro Forma *Figures reported in are the same of Financial Statements. EBITDA and Net income do not consider non-recurring items. figures include RexturAdvance and Submarino Viagens on a pro-forma basis Pro Forma Net revenue , ,031.5 Selling General and administrative Other operating expenses EBITDA Depreciation and Amortization Income before financial results Financial income, net Income before tax and social contribution Income before tax and social contribution Tax and social contribution Net income from continuing operations Loss after taxes from discontinued operations Net income