VIA VAREJO S.A. CNPJ/MF / NIRE ( COMPANY )
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1 VIA VAREJO S.A. CNPJ/MF / NIRE ( COMPANY ) INFORMATION ON CAPITAL INCREASE APPROVED BY THE BOARD OF DIRECTORS IN MEETING HELD ON APRIL 27, 2018 DUE TO THE COMPANY S STOCK OPTION PLAN AND COMPANY S COMPENSATION IN STOCK OPTION PLAN
2 In compliance with article 30, Item XXXII of CVM Rule No 480/09, as amended, the Company hereby provides the information required in the Exhibit 30-XXXII of such Rule, regarding the capital increase approved by the Company s board of directors on this date, due to the exercise of stock options granted to certain employees under the Company s stock option plans, as follows: 1. Date of the shareholders meeting in which the stock option plan was approved On May 12, 2014 our shareholders approved, in an Extraordinary Shareholders Meeting: (i) (ii) (iii) discontinuing the Stock Option Plan, which had been approved in an Extraordinary Shareholders Meeting held on January 4, 2008, and rectificated at the Annual and Extraordinary Shareholders Meeting of the Company a held at April 29, 2008, without prejudice to stock options already granted which remained in force under the same terms and conditions ( Former Stock Option Plan ); the creation of a Stock Option Plan and its standard option agreement ( Stock Option Plan ); and the creation of a Remuneration in Stock Option Plan and its standard option agreement ( Remuneration Plan, alongside with the Former Stock Option Plan and the Stock Option Plan, the Plans ). All shares issued in the capital increase approved herein derive from the Plans. The Company have no reasons to believe that this capital increase represents no economic material effect. 2. Amount of the capital increase and new capital stock The capital increase will be in the amount of R$ 235, (two hundred and thirty-five thousand, five hundred and seventy-three reais and ninety-nine cents). The Company s capital stock after the increase will sum up to the total amount of 2,895,828, (two billion, eight hundred and ninety-five million, eight hundred and twenty-eight thousand, seven hundred and ninety-eight reais and forty-nine cents) to R$ 2,896,064, (two billion, eight hundred and ninety-six million, sixty-four thousand, three hundred and seventy-two reais and forty-eight cents). 3. Number of shares issued of each type and class This capital increase comprises the issuance of 95,058 (ninety-five thousand and fifty-eight) shares, of which 31,686 (thirty-one thousand, six hundred and eighty-six) common shares and 63,372 (sixty-three thousand, three hundred and seventy-two) preferred shares, composing, jointly, 31,686 (thirty-one thousand, six hundred and eighty-six) Company s UNITS. 4. Issuance price of the new shares (i) (ii) (iii) (iv) exercise of series B3: R$ 0.01 per UNIT; exercise of series B4: R$ 0.01 per UNIT; exercise of series A3: R$ per UNIT; and, exercise of series A4: R$ 5.28 per UNIT. 5. Price of each type and class of the issuer s shares in the markets in which they are traded: 2
3 Ordinary Shares (VVAR3) a) minimum, average and maximum price in each year for the last three (3) years Average R$ 5.37 R$ 2.81 R$ 4.23 Maximum R$ 8.35 R$ 4.14 R$ 7.90 Minimum R$ 3.14 R$ 1.05 R$ 1.32 b) minimum, average and maximum price in each quarter of year for the last two (2) years Average R$ 7.60 R$ 6.09 R$ 4.16 R$ 3.68 R$ 3.52 R$ 3.06 R$ 2.81 Maximum R$ 8.35 R$ 7.84 R$ 5.09 R$ 4.39 R$ 4.14 R$ 3.54 R$ 3.45 Minimum R$ 6.52 R$ 4.13 R$ 3.65 R$ 3.14 R$ 3.09 R$ 2.75 R$ 2.38 Average R$ 1.73 Maximum R$ 2.43 Minimum R$ 1.05 c) minimum, average and maximum price in each month for the last six (6) months Average R$ 7.85 R$ 7.85 R$ 7.81 R$ 7.62 R$ 7.38 R$ 7.79 Maximum R$ 8.27 R$ 8.25 R$ 8.65 R$ 7.93 R$ 7.87 R$ 8.35 Minumum R$ 7.50 R$ 7.36 R$ 7.45 R$ 7.15 R$ 6.52 R$ 7.15 Average R$ 7.87 The last negotiation in the stock market environment of the Company s ordinary shares was registered in April 26, 2018 for the price of R$ Preferred Shares (VVAR4) a) minimum. average and maximum price in each year for the last three (3) years Until October 2015, the Company's preferred shares had not been traded in the stock market environment. The issuance of the Company's preferred shares occur to the extent that the Compensation Plan Shares is provided in the Company UNITS (01 Unit amounts to 1ON + 2PN). The Company monitored movement from the beginning of the 4th quarter 2015 (October 2015). as follows: Average R$ 4.78 R$ 2.04 R$ 1.25 Maximum R$ 8.41 R$ 3.55 R$ 1.81 Minumum R$ 2.85 R$ 0.85 R$
4 b) minimum. average and maximum price in each quarter of year for the last two (2) years Average R$ 7.44 R$ 4.92 R$ 3.45 R$ 3.42 R$ 2.71 R$ 1.92 R$ 1.88 Maximum R$ 8.41 R$ 7.63 R$ 4.14 R$ 3.97 R$ 3.55 R$ 2.52 R$ 2.13 Minimum R$ 5.84 R$ 3.27 R$ 3.14 R$ 2.85 R$ 1.80 R$ 1.53 R$ 1.40 Average R$ 1.29 Maximum R$ 1.75 Minimum R$ 0.85 c) minimum. average and maximum price in each month for the last six (6) months Average R$ R$ 9.41 R$ 8.29 R$ 7.61 R$ 6.86 R$ 7.80 Maximum R$ R$ R$ 9.82 R$ 8.40 R$ 7.50 R$ 8.41 Minumum R$ 9.34 R$ 8.51 R$ 7.53 R$ 6.82 R$ 5.84 R$ 6.91 Average R$ 9.40 The last negotiation in the stock market environment of the Company s preferred shares was registered in April 26, 2018 for the price of R$ UNITS (VVAR11) In addition, considering that are granted UNITS beneficiaries of the Plans. the Company presents below the information required by Annex 30 - XXXII of CVM Instruction 480/09. for the outstanding UNITS. a) minimum. average and maximum price in each year for the last three (3) years Average R$ R$ 6.65 R$ Maximum R$ R$ R$ Minimum R$ 8.85 R$ 2.90 R$ 3.25 b) minimum. average and maximum price in each quarter of year for the last two (2) years Average R$ R$ R$ R$ R$ 6.90 R$ 6.90 R$ 6.41 Maximum R$ R$ R$ R$ R$ R$ 8.49 R$ 7.55 Minimum R$ R$ R$ 9.89 R$ 8.85 R$ 6.74 R$ 6.06 R$ 5.00 Average R$ 4.32 Maximum R$
5 Minimum R$ 2.90 c) minimum. average and maximum price in each month for the last six (6) months Average R$ R$ R$ R$ R$ R$ Maximum R$ R$ R$ R$ R$ R$ Minumum R$ R$ R$ R$ R$ R$ Average R$ The last negotiation in the stock market environment of the Company s UNITS was registered in April 26, 2018 for the price of R$ Percentage of potential dilution resulting from the issuance Percentage of dilution of 0,007358%. FLÁVIO DIAS FONSECA DA SILVA Investors Relations Officer 5
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