INTERNATIONAL MEAL COMPANY ALIMENTAÇÃO S.A. CNPJ/MF: nº / NIRE: Publicly Held Company

Transcription

1 INTERNATIONAL MEAL COMPANY ALIMENTAÇÃO S.A. CNPJ/MF: nº / NIRE: Publicly Held Company Dear shareholders, The management of the International Meal Company Alimentação S.A. ( IMC or Company ) hereby submits to its shareholders the documents that will support the analysis of the matter to be resolved at the Extraordinary General Meeting, to be held on December 13, 2018, at 02:00 pm, pursuant to the call notice published on November 28, 2018, embodied in the following documents attached hereto and listed below, with the information relevant to the exercise of the right to vote in the Meeting: 1) Letter received from shareholders holding shares corresponding to 18.31% of the Company's capital stock, requesting the call of the General Meeting to resolve on their proposal to amend the Company's Bylaws ( Proposal ); 2) Letter from the company in response to the letter received from the shareholders containing the Proposal; 3) Minutes of the Meeting of the Board of Directors, held on November 27, 2018, which resolved on the Proposal; 4) Call Notice of the General Meeting published on November 28, 2018; 5) Report on the Origin and Justification of the amendment to IMC's Bylaws, pursuant to Article 11 of CVM Rule 481/09; and 6) Copy of the IMC s Bylaws containing the proposed amendment highlighted, pursuant to Article 11 of CVM Rule 481/09. The General Meeting called herein may be attended by the owners of shares issued by the Company themselves, or by their legal representatives or attorneys, as long as such shares are duly registered under their names within the depositary institution responsible for keeping the register of the Company s shares, pursuant to article 126 of the Brazilian Corporations Law. In addition to presenting their respective identification documents, the shareholders shall present, at the Company s headquarters, at least forty-eight (48) hours in advance to the General Meeting, (i) the updated statement of their shareholding position, issued by the depositary institution based on the shareholders deposit account; and (ii) in case the shareholder is represented by an attorney, the original power of attorney duly formalized and signed by the granting shareholder (with notarized signature and granted within less than one year, pursuant to Article 126, Paragraph 1, of Law N. 6,404/76 and the decisions of the CVM s Board of Commissioners). Notwithstanding the provisions above, the Company s shareholders who attend the General Meeting with such documents may participate and vote, regardless of whether they have filled them in advance.

2 To The Board of Directors of Free Translation International Meal Company Alimentação S.A. Avenida das Nações Unidas, º andar São Paulo - SP Attn: Mr. Patrice Philippe Nogueira Baptista Etlin Chairman of the Board of Directors Re.: Request to call an EGM - amendment to the Bylaws Dear Sirs, NEO NAVITAS MASTER FUNDO DE INVESTIMENTO EM AÇÕES, FP NEO TOTAL RETURN FUNDO DE INVESTlMENTO EM AÇÕES, in their capacity as holders of 8,155,101 shares issued by International Meal Company Alimentação S.A. ( IMC or Company ); EQUITAS MASTER SELECTION FIA, EQUITAS SELECTION INSTITUCIONAL MASTER FIA, in their capacity as holders of 2,500,000 shares issued by IMC; XP LONG BIASED FUNDO DE INVESTIMENTO MULTIMERCADO, XP INVESTOR 30 MASTER FUNDO DE INVESTIMENTO DE AÇÕES, XP INVESTOR FUNDO DE INVESTIMENTO DE AÇÕES, XP LONG SHORT MASTER FUNDO DE INVESTIMENTO MULTIMERCADO, XP MACRO FUNDO DE INVESTIMENTO MULTIMERCADO, FP XP TOTAL RETURN FUNDO DE INVESTIMENTO EM AÇÕES, XP MACRO PLUS FUNDO DE INVESTIMENTO MULTIMERCADO, XP AÇÕES 30 MASTER FUNDO DE INVESTIMENTO EM AÇÕES, in their capacity as holders of 13,502,000 shares issued by IMC; MILES ACER LONG BIAS MASTER FUNDO DE INVESTIMENTO MULTIMERCADO, MILES VIRTUS MASTER FUNDO DE INVESTIMENTO EM AÇÕES, in their capacity as holders of 5,196,500 shares issued by IMC; BRASIL CAPITAL MASTER FUNDO DE INVESTIMENTO EM AÇÕES, PARTNER FUNDO DE INVESTIMENTO EM AÇÕES, BRASIL CAPITAL 30 MASTER FUNDO DE INVESTIMENTO EM AÇÕES, MANAUS LLC, in their capacity as holders of 1,192,728 shares issued by IMC, all collectivelly holders of shares corresponding to 18.31% of the Company s capital stock, hereby request, pursuant to article 123, sole paragraph, subparagraph (c) of Law 6,404/76, the administration of IMC to call an Extraordinary General Meeting ( EGM ) to submit to the Company s shareholders a proposal of amendment to the bylaws, as described below. IMC is a publicly-held company with dispersed share ownership - currently its largest shareholder owns 10.12% of the capital stock - and, in our view, the Company and its shareholders benefit significantly from this ownership structure, to the extent that monitoring by various stakeholders leads to a higher degree of maturity and professionalism desirable in the Company s corporate bodies, as well as drives the management towards generating value to all its investors, and not just one in particular. In view of that, and considering the possibility of arising a shareholder owner of a stake significantly larger than all the others if the public tender offer ( Sapore Tender Offer ) launched by Abanzai Representações S.A. ( Abanzai ) is successfully settled - in this case, Abanzai would hold at least 41,4% of the Company s capital stock, becoming controlling shareholder as matter

3 of fact -, we hereby suggest the inclusion in the IMC s bylaws of a rule under which whoever acquires or launches an offer to acquire at least 30% of the Company s capital stock ( Acquirer ) be obliged to launch a public tender offer to acquire the totality of the shares issued by the Company for the highest price paid by such Acquirer to acquire Company s shares in the previous six (6) months. The proposed wording for such clause can be found on Annex A of this letter. The rule proposed to be included in the Company s Bylaws aims to provide the Company s shareholders with the right to a liquidity event in equitable conditions, in face of a material change to the Company s ownership structure, which brings uncertainty to its investors regarding the future of the Company and the possibility that the acquirer of such relevant stake effectively becomes its controlling shareholder - specially in this particular case, because of the intended business combination involving the Company announced by Abanzai in case the Sapore Tender Offer is successfully concluded. In this sense, it is worth highlighting that the appearance of a shareholder owner of a relevant stake leads, to some extent, to narrowing the liquidity of the Companys s shares, which is precisely the guarantee to leave the Company that the IMC s shareholders currently have in case they are unsatisfied. Lastly, we request that the EGM be called as as soon as possible to be held within the legal term of fifteen (15) days from the call notice, in a manner that, if approved at the EGM, the bylaws s clause proposed herein be already in force when of the occurrence of the Sapore Tender Offer s auction, in order to ensure the effectiveness of the proposed amendment and of the protection of the interests of the Company and its shareholders We highlight that the proposed clause has already been largely debated, including in the public audience held last year for revision of the Novo Mercado Listing Rules, and that, differently from the so called poison pill clauses that became usual in Brazil, the proposed amendment does not include an unjustified premium over the price per share to be paid in the public tender offer to be directed to all the shareholders. There being nothing further to be stated at this moment, we underwrite this letter with protests of our of highest consideration, making ourselves available for discussing the subjsect dealt with hereunder. São Paulo, November 26, 2018 Neo Investimentos Equitas Investimentos XP Gestão de Recursos Miles Capital Brasil Capital

4 Annex A Article [ ]. If any person or group of persons (i) bound by contracts or agreements of any kind, including shareholders' agreements, is directly or through controlled companies, controlling shareholders or under common control; or (ii) between which there is a control relationship; or (iii) are under common control; or (iv) acting in a common interest, whether shareholders or not, ( Acquirer of Relevant Stake ) (A) acquires or becomes holder of (i) direct or indirect stake equal or superior to 30% of the total shares of issued by the Company; or (ii) other rights of shareholder, including usufruct, when acquired for valuable consideration, that grants the right to vote, over shares issued by the Company representing more than 30% of its capital, or (B) launch an offer, including public, for the acquisition of shares issued by the Company representing more than 30% of its capital; such Acquirer of Relevant Stake shall, within a maximum term of ten (10) days from the date of the acquisition that resulted in the stake larger than said percentage, launch or request the registration, as the case may be, of a public tender offer for the totality of the shares issued by the Company held by the other shareholders, or to cumulate such tender offer with the offer referred to in item B of this Article. Article [ ]. The price per share of the Company s share that are subject of the tender offer ( Offer Price ) shall correspond, at least, to the highest price paid by the Acquirer of Relevant Stake in the six (6) months preceding the reaching of the percentage equal to or greater than 30%, adjusted by corporate events, such as the distribution of dividends or interest on own capital, groupings, splits, bonuses, except those related to corporate reorganization transactions. First Paragraph. The public tender offer must comply with the following principles and procedures: (a) be addressed to all shareholders of the Company without distinction; (b) be settled in an auction to be held on the stock exchange; and (c) be carried out in a manner that ensures equitative treatment to the recipients, allows them adequate information regarding the Company and the offeror, and provides them with the necessary elements to take a reflected and independent decision regarding the acceptance of the tender offer. Second Paragraph. The obligation to launch a mandatory tender offer set forth in the caput of the Article [ ] shall not exclude the possibility of another shareholder of the Company, or, as the case may be, the Company itself, to launch another competing or isolated tender offer, pursuant to applicable regulations.

5 Third Paragraph. The obligations set forth in Article 254-A of Law 6,404/76 do not exempt the Acquirer of Relevant Stake from complying with the obligations set forth in this Article. Fourth Paragraph. The obligation to launch a tender offer set forth in this Article does not apply in the event that a person becomes holder of shares issued by the Company in a quantity equal to or greater than 30% of the total shares issued by it, as a result of: (a) the subscription of shares of the Company, made in a single primary issue that has been approved at a Shareholders Meeting, of which the proposed capital increase establishes the stock issuance price based on the fair share price, in the manner established in the applicable corporate legislation; or (b) public tender offer for the acquisition of the totality of the Company's shares; or (c) the implementation of amalgamation, merger or merger of shares with the issuance of shares by the Company. Fifth Paragraph. The obligation to launch a tender offer set forth in this Article does not apply in the event that there is already a shareholder owner of shares issued by the Company in a quantity equal to or greater than 30% of the total shares issued by it. Sixth Paragraph. For the purpose of calculating the percentage of 30% of the total shares issued by the Company described in the caput of Article [ ], no involuntary increases in stock ownership resulting from cancellation of shares held in treasury, redemption of shares or reduction of the Company's capital stock with the cancellation of shares shall be computed.

6 To Free Translation São Paulo, November 27, Neo Investimentos Equitas Investimentos XP Gestão de Recursos Miles Capital Brasil Capital Re.: Letter received on November 26, Dear Sirs, Reference is made to the letter received last night, in which you requested the management of International Meal Company Alimentação S.A. ( Company ) to call an Extraordinady General Meeting ( EGM ) to submit a proposal for amendment of the bylaws to the Company s shareholders. In such letter you also requested that the EGM be called as soon as possible in a manner that, if approved at the EGM, the bylaws s clause porposed herein be already in force when of the occurrence of the Sapore Tender Offer s auction, in order to ensure the effectiveness of the proposed amendment and of the protection of the interests of the Company and its shareholders. In view of that, we hereby inform you that the Company s Board of Directors held a meeting with the maximum urgency, on this date 1, and, considering that the requirements set forth under article 123, sole paragraph, subparagragh (c) of Law 6,404/76 are fulfilled, unanimously resolved to call the EGM with the requested agenda. It should be noted, however, that even if the EGM is convened as soon as possible, an eventual resolution by the Company's shareholders approving the proposed amendment to the bylaws will only be applicable to the Tender Offer launched by Abanzai Representações S.A.. - whose auction is scheduled for December 19, 2018 at 12 noon, if the EGM is held on first call, which will depend on the presence of shareholders representing at least 2/3 of the capital stock, pursuant to Article 135 of Law 6,404/76. Cordially, International Meal Company Alimentação S.A. 1 The minutes of this Board meeting was disclosed on this date by the Company and is available on the websites of the Brazilian Securities and Exchange Commission ( of B3 S.A. - Brasil, Bolsa, Balcão ( and of the Company (

7 INTERNATIONAL MEAL COMPANY ALIMENTAÇÃO S.A. Publicly Held Company CNPJ/MF / NIRE MINUTES OF MEETING OF THE BOARD OF DIRECTORS HELD ON NOVEMBER 27, DATE, TIME AND PLACE: On November 27, 2018, at 8:00 am, at the headquarters of the International Meal Company Alimentação S.A. ("Company") located at Avenida das Nações Unidas, 4777, 12º andar, São Paulo, SP. 2. CALL NOTICE AND ATTENDANCE: All members of the Board of Directors attended the meeting and, therefore, waived the call, observed the terms and procedures of article 21 of the Company's Bylaws: Patrice Philippe Nogueira Baptista Etlin, Flavio Benício Jansen Ferreira, João Rozario da Silva, Lucas Santos Rodas, Marcel Fleischmann and Marcelo Henrique Ribeiro Alecrim. 3. PRESIDING: Chairman: Patrice Philippe Nogueira Baptista Etlin; Secretary: José Agote. 4. AGENDA: To resolve on the request, presented by shareholders owners of shares that collectively correspond to 18.31% of the Company's capital stock, to call an extraordinary general meeting of the Company ( EGM ) in order to amend the Company s by-laws. 5. RESOLUTIONS: Once the meeting started, the Directors analyzed the letter received last night, whereby shareholders submitted a proposal for inclusion in the Company's by-laws of a rule establishing that the person or group of persons who acquires or launch an offer to acquire 30% or more of the Company's capital stock shall be required to launch a public tender offer to acquire the totality of the shares issued by the Company for the highest price paid by such Acquirer to acquire Company s shares in the previous six (6) months and suggested the wording for such clause ( Proposal ), and (ii) requested that an EGM be called as soon as possible to submit the Proposal to the Company's shareholders, so that, if approved, the proposed clause shall be already in effect when the of the occurrence of auction of the public tender offer launched by Abanzai Representações S.A. for the acquisition of Company's shares. The Directors examined the proposal and unanimously concluded that the requirements set forth in article 123, sole paragraph, subparagraph (c), of Law 6,404/76 are fulfilled and, therefore, the directors unanimously resolved to call the EGM with the agenda contained in the Proposal. 6. CLOSURE: There being nothing further to discuss, the meeting was adjourned and these minutes were drawn up, read, unanimously approved and signed by all attending members. Presiding: Patrice Philippe Nogueira Baptista Etlin, Chairman; and José Agote, Secretary. Members of the Board of Directors: Patrice Philippe Nogueira Baptista Etlin, Flavio Benício Jansen Ferreira, João Rozario da Silva, Lucas Santos Rodas, Marcel Fleischmann and Marcelo Henrique Ribeiro Alecrim. This is a free English translation of the minutes drawn up in the Company s records. São Paulo, November 27, José Agote Secretary

8 INTERNATION MEAL COMPANY ALIMENTAÇÃO S.A. CNPJ/MF / NIRE CALL NOTICE OF EXTRAORDINARY GENERAL MEETING INTERNATIONAL MEAL COMPANY ALIMENTAÇÃO S.A. ( Company ) hereby calls its shareholders to attend the Extraordinary General Meeting to be held on December 13, 2018, at 2:00pm. at the Company s headquarters, at Avenida das Nações Unidas, 4.777, 12º andar, Conjunto A, CEP , in the city and state of São Paulo, in order to resolve on the amendment and consequent consolidation of the Bylaws as proposed by certain shareholders of the Company, through the letter disclosed to the market on November 27, The support material containing the wording for the proposed Bylaws amendment and further detailed information on the matter of the agenda, pursuant to the terms of CVM Rule 481/2009, are available at the Company s headquarters and at the websites of the Brazilian Securities Commission ( B3 S.A. - Brasil, Bolsa, Balcão ( and IMC ( The General Meeting called herein may be attended by the owners of shares issued by the Company themselves, or by their legal representatives or attorneys, as long as such shares are duly registered under their names within the depositary institution responsible for keeping the register of the Company s shares, pursuant to article 126 of the Brazilian Corporations Law. In addition to presenting their respective identification documents, the shareholders shall present, at the Company s headquarters, at least forty-eight (48) hours in advance to the General Meeting, (i) the updated statement of their shareholding position, issued by the depositary institution based on the shareholders deposit account; and (ii) in case the shareholder is represented by an attorney, the original power of attorney duly formalized and signed by the granting shareholder (with notarized signature and granted within less than one year, pursuant to Article 126, Paragraph 1, of Law N. 6,404/76 and the decisions of the CVM s Board of Commissioners). Notwithstanding the provisions above, the Company s shareholders who attend the General Meeting with such documents may participate and vote, regardless of whether they have filled them in advance. São Paulo, November 28, Patrice Philippe Nogueira Baptista Etlin Chairman of the Board of Directors

9 REPORT ON ORIGIN AND JUSTIFICATION OF THE PROPOSED AMENDMENT TO THE BYLAWS (article 11, item II, of CVM Rule 481/2009) The proposal to amend the bylaws now submitted to the shareholders of International Meal Company Alimentação S.A. ( Company ) was presented by shareholders holding 18.31% of the Company's capital stock, by means of a letter sent to the Company on November 26, 2018, whereby they request, pursuant to art. 123, sole paragraph, subparagraph (c) of Law 6,404/76, the management of the Company to call this General Meeting. A full copy of said letter, in which such shareholders present the justification for the proposed amendment to the bylaws, was disclosed by the Company through a Notice to the Market on September 27, 2018, and is attached to this Management Proposal The Board of Directors asks the shareholders to carefully analyze this matter in the light of the current context of the Company, considering the arguments brought by the shareholders in said letter and the possible effects that the inclusion of said clause in the Bylaws would generate to the Company and its shareholders. For ease of reference and understanding of the proposed amendment, please see below the clauses of the Company's Bylaws affected by the proposed amendment. The remaining clauses of the Company s Bylaws shall remain unchanged.

10 * * * BYLAWS OF INTERNATIONAL MEAL COMPANY ALIMENTAÇÃO S.A. (...) CHAPTER VIII Tender Offer for Acquisition of Relevant Stake Article 50. If any person or group of persons (i) bound by contracts or agreements of any kind, including shareholders' agreements, is directly or through controlled companies, controlling shareholders or under common control; or (ii) between which there is a control relationship; or (iii) are under common control; or (iv) acting in a common interest, whether shareholders or not, ( Acquirer of Relevant Stake ) (A) acquires or becomes holder of (i) direct or indirect stake equal or superior to 30% of the total shares of issued by the Company; or (ii) other rights of shareholder, including usufruct, when acquired for valuable consideration, that grants the right to vote, over shares issued by the Company representing more than 30% of its capital, or (B) launch an offer, including public, for the acquisition of shares issued by the Company representing more than 30% of its capital; such Acquirer of Relevant Stake shall, within a maximum term of ten (10) days from the date of the acquisition that resulted in the stake larger than said percentage, launch or request the registration, as the case may be, of a public tender offer for the totality of the shares issued by the Company held by the other shareholders, or to cumulate such tender offer with the offer referred to in item B of this Article. Article 51. The price per share of the Company s share that are subject of the tender offer ( Offer Price ) shall correspond, at least, to the highest price paid by the Acquirer of Relevant Stake in the six (6) months preceding the reaching of the percentage equal to or greater than 30%, adjusted by corporate events, such as the distribution of dividends or interest on own capital, groupings, splits, bonuses, except those related to corporate reorganization transactions. First Paragraph. The public tender offer must comply with the following principles and procedures: (a) be addressed to all shareholders of the Company without distinction; (b) be settled in an auction to be held on the stock exchange; and (c) be carried out in a manner that ensures equitative treatment to the recipients, allows them adequate information regarding the Company and the offeror, and provides them with the necessary elements to take a reflected and independent decision regarding the acceptance of the tender offer. Second Paragraph. The obligation to launch a mandatory tender offer set forth in the caput of the Article 50 shall not exclude the possibility of another shareholder of the Company, or, as the case may be, the Company itself, to launch another competing or isolated tender offer, pursuant

11 to applicable regulations. Third Paragraph. The obligations set forth in Article 254-A of Law 6,404/76 do not exempt the Acquirer of Relevant Stake from complying with the obligations set forth in this Article. Fourth Paragraph. The obligation to launch a tender offer set forth in this Article does not apply in the event that a person becomes holder of shares issued by the Company in a quantity equal to or greater than 30% of the total shares issued by it, as a result of: (a) the subscription of shares of the Company, made in a single primary issue that has been approved at a Shareholders Meeting, of which the proposed capital increase establishes the stock issuance price based on the fair share price, in the manner established in the applicable corporate legislation; or (b) public tender offer for the acquisition of the totality of the Company's shares; or (c) the implementation of amalgamation, merger or merger of shares with the issuance of shares by the Company. Fifth Paragraph. The obligation to launch a tender offer set forth in this Article does not apply in the event that there is already a shareholder owner of shares issued by the Company in a quantity equal to or greater than 30% of the total shares issued by it. Sixth Paragraph. For the purpose of calculating the percentage of 30% of the total shares issued by the Company described in the caput of Article 50, no involuntary increases in stock ownership resulting from cancellation of shares held in treasury, redemption of shares or reduction of the Company's capital stock with the cancellation of shares shall be computed. CHAPTER VIIICHAPTER IX Liquidation Article 50Article 52: The Company shall be liquidated in the cases provided by law, and it shall the General Meeting shall determine the method of liquidation, electing the liquidator and the Fiscal Council, which shall operate during the liquidation period. CHAPTER IXCHAPTER X Arbitration Article 51Article 53: The Company, its shareholders, administrators and members of the Fiscal Council undertake to settle, through arbitration, before the Market Arbitration Chamber (Câmara de Arbitragem do Mercado), any and all disputes or controversies that may arise between them, related to or arising from in particular, the application, validity, effectiveness, interpretation, violation and its effects, of the provisions contained in the Corporation Law, in the Company's Bylaws, in the rules issued by the National Monetary Council (Conselho

12 Monetário Nacional), the Central Bank of Brazil (Banco Central do Brasil ) and the Securities and Exchange Commission (Comissão de Valores Mobiliários), as well as other rules applicable to the operation of the capital market in general, in addition to those contained in the Novo Mercado Regulation, the Arbitration Regulation, the Sanctions Regulation and the Novo Mercado Participation Agreement. CHAPTER XCHAPTER XI Provisions Article 52Article 54: The Company shall observe the Shareholders Agreements registered pursuant to Article 118 of the Brazilian Corporation Law, and the Chairman of the General Meetings and of the Board of Directors' meetings shall refrain from computing votes contrary to the respective terms of the Shareholders Agreements. Article 53Article 55: The publications ordered by the Corporation Law shall be carried out in the Official Gazette of the State of the Company's headquarters and in another large circulation newspaper.