CVC BRASIL OPERADORA E AGÊNCIA DE VIAGENS S.A.

Transcription

1 CVC BRASIL OPERADORA E AGÊNCIA DE VIAGENS S.A. Corporate Taxpayer ID CNPJ/MF no / Company Registry (NIRE) CVM Code Publicly-Held Corporation MINUTES OF THE EXTRAORDINARY SHAREHOLDERS GENERAL MEETING HELD ON DECEMBER 12 TH, DATE, TIME AND PLACE: Held on December 12 th, 2017, at 10:00 a.m., at the Company s headquarters located in the City of Santo André, State of São Paulo, at Rua das Figueiras, No. 501, 8 th floor, Bairro Jardim, postal code (CEP) CALL NOTICE: The call notice has been published in accordance with article 124 of Law No. 6,404, dated December 15 th, 1976, as amended ( Brazilian Corporation Law ), on the São Paulo State Government Official Gazette in the editions of November 25th, 28 th and 29 th, 2017 on pages 14, 16 and 11, respectively, and on the newspaper Valor Econômico, in the editions of November 25 th, 28 th and 29 th, 2017, on pages E4, E3 and E3, respectively. 3. ATTENDANCE: Were present shareholders holding (fifty three million, one hundred and two thousand, four hundred and fifty three) common, nominative book-entry with no par value shares issued by the Company, representing 34,66% (thirty four point sixty six per cent) of the Company s total voting capital stock, disregarding shares in treasury, according to the signatures included in the Company s Shareholders Attendance Book. Were also present the representatives of the management, Mr. Luiz Eduardo Falco Pires Correa. 4. BOARD: The meeting was chaired by Mr. Luiz Eduardo Falco Pires Correa and secretariat by Mrs. Letícia Gerard Tavares Málaga. 5. DOCUMENTS AVAILABLE BY SHAREHOLDERS: The management s proposal and all other documents relevant to the matters on the agenda were made available to shareholder on the Company s headquarters and on the websites of the Company ( of the Brazilian Securities and Exchange Commission ( and of B3 S.A. - Brasil, Bolsa, Balcão ( B3 ) ( on November 24 th, 2017, in accordance with the Brazilian Corporation Law, the Company s by-laws and CVM s applicable regulation.

2 6. AGENDA: The shareholders of the Company gathered to examine, discuss and vote on the following agenda: (i) ratification of the acquisition by the Company of quotas representing 100% (one hundred percent) of the capital stock of VISUAL TURISMO LTDA., limited liability company, headquartered in the City of São Paulo, State of São Paulo, at Avenida Ipiranga, No. 104, 10 th e 12 th floors set, República, postal code (CEP) , enrolled with CNPJ/MF No / , with its By-Laws duly filed with the Board of Trade of the State of São Paulo ("JUCESP") under NIRE ("Visual"), in accordance with article 256 of the Brazilian Corporation Law and; (ii) authorization to the Company's managers to perform all acts necessary to carry out the above resolution. 7. RESOLUTIONS: Upon the opening of the meeting and examination and discussion on the matters of the agenda, the shareholders present at the meeting decided as follows: 7.1. To approve, by (fifty three million, one hundred and two thousand, four hundred and fifty three) affirmative votes, no dissenting votes e no abstentions, the drawing up of these minutes in summary format containing only the transcription of the decisions, pursuant to article 130, paragraph 1 st of the Brazilian Corporation Law, and its publication without the signatures of the shareholders, pursuant to paragraph 2 nd of the same article of the Brazilian Corporation Law To approve, by (fifty one million, one hundred and four thousand, two hundred and seventy three) affirmative votes, (thirty thousand and eight hundred) dissenting votes e (one million, nine hundred and sixty seven thousand, three hundred and eighty) abstentions, in accordance with article 256 of the Brazilian Corporation Law, the ratification of the acquisition by the Company of quotas representing 100% (one hundred percent) of the capital stock of Visual, which conclusion was subject to the resolutive condition of non-ratification of the operation by the Company's shareholders To register that, in accordance with paragraph 1 st of article 256 of the Brazilian Corporation Law, the appraisal report of the net equity of Visual, adjusted to market prices, prepared by Cabrera Assessoria, Consultoria e Planejamento Empresarial Ltda., headquartered in the City of Barueri, State of São Paulo, at Av. Yojiro Takaoka, No. 4,384, Support Center 1, conj Alphaville, postal code (CEP) , enrolled with CNPJ/MF No / ( Mazars Brasil"), was presented to the shareholders and is filed at the Company's headquarters To register that the acquisition price of Visual's control exceeds 1.5x (one and a half times) the highest of the three (3) comparative criteria set forth on item II of article

3 256 of the Brazilian Corporation Law, which is the criterion indicated in item b of the referred item II of article 256 of the Brazilian Corporation Law. Therefore, shareholders dissenting from the resolutions of this extraordinary shareholders general meeting, whether by dissent, abstention or non-attendance, shall be entitled to the right, provided for in the terms of paragraph 2 nd of article 256 of the Brazilian Corporation Law, to withdraw from the Company by reimbursing the value of their shares The shareholders may only exercise the right to withdraw, totally or partially, regarding the Company s shares provenly held by them, uninterruptedly, between November 24 th, 2017 (complied with negotiations held until this date) - date of publication of the material fact informing the existence of withdrawal rights to the dissenting shareholders - and the date of the effective exercise of the withdrawal right, set forth by article 137, paragraph 1 st, of the Brazilian Corporation Law Those who exercise the right of withdrawal, totally or partially, shall receive, as refund, the amount of R$ per share of the Company, calculated in accordance with article 45 of the Brazilian Corporation Law, corresponding to the Company s book value per share in December 31 th, 2016, disregarded shares currently held in treasury The shareholders may exercise their right of refund from December 13 th, 2017 to January 11 th, 2018, pursuant to the orientations to be publicized in a notice to shareholders to be disclosed by the Company, and the payment of the refund shall be performed by the Company within ninety (90) days after the end of the period for the exercise of the right of withdrawal To approve, by (fifty three million, one hundred and two thousand, four hundred and fifty three) affirmative votes, the authorization to the Company's managers to perform all acts necessary to carry out the above resolutions. 8. DOCUMENTS: The documents and proposals submitted to the meeting, as well as the declarations and statements of vote, protest or dissent presented in writing by the shareholders are numbered below, authenticated by the presiding board and by the shareholders who requested, and are filed at the Company's headquarters. 9. CLOSURE AND DRAWING UP OF THE MINUTES: There being no further business to discuss, the Chairman declared the meeting adjourned at 11h00 and suspended the work until 11h20 for the drawing up of these minute, in the form of summary of the facts, as provided for in

4 article 130, paragraph 1 st of the Brazilian Corporation Law, and authorized the publication with the omission of the shareholders signatures, pursuant to paragraph 2 nd of article 130 of the Brazilian Corporation Law, which was read and found to be in compliance, and signed by the attending shareholders. Santo André, December 12 th, [Remainder of page intentionally left blank. Signatures pages to follow]

5 [Signature page of the Extraordinary Shareholders General Meeting of CVC Brasil Operadora e Agências de Viagens S.A. held on December 12 th, 2017] Presinding Board: Luiz Eduardo Falco Pires Correa Chairman Letícia Gerard Tavares Málaga Secretary Attending members of the Board of Directors: Luiz Eduardo Falco Pires Correa Chief Executive Officer Attending Shareholders: [Omitted]