CVC BRASIL OPERADORA E AGENCIA DE VIAGENS S.A. Publicly-held Company - CVM No CNPJ/MF No / NIRE

Transcription

1 1 CVC BRASIL OPERADORA E AGENCIA DE VIAGENS S.A. Publicly-held Company - CVM No CNPJ/MF No / NIRE

2 MANAGEMENT PROPOSAL AND GUIDE FOR THE EXTRAORDINARY SHAREHOLDERS MEETING TO BE HELD ON OCTOBER 11, 2017 CVC BRASIL OPERADORA E AGENCIA DE VIAGENS S.A. Publicly-held Company CNPJ/MF No / NIRE EXTRAORDINARY SHAREHOLDERS' MEETING TO BE HELD ON SEPTEMBER 11, 2017 CONTENTS GUIDE FOR THE ATTENDANCE OF SHAREHOLDERS AT THE EXTRAORDINARY SHAREHOLDERS MEETING TO BE HELD ON OCTOBER 11, PURPOSE DOCUMENTS TO BE PROVIDED TO THE SHAREHOLDERS CALL NOTICE OF SHAREHOLDERS MEETING LOCATION OF THE SHAREHOLDERS MEETING ATTENDANCE IN THE SHAREHOLDERS MEETING RULES TO ESTABLISH THE SHAREHOLDERS MEETING MAJORITY FOR THE APPROVAL OF MATTERS MINUTES OF THE SHAREHOLDERS MEETING

3 3 CVC BRASIL OPERADORA E AGENCIA DE VIAGENS S.A. Publicly-held Company CNPJ/MF No / NIRE EXTRAORDINARY SHAREHOLDERS' MEETING TO BE HELD ON SEPTEMBER 11, 2017 Dear Shareholders, The management of CVC BRASIL OPERADORA E AGENCIA DE VIAGENS S.A., a corporation (sociedade anônima) headquartered in the city of Santo Andre, state of Sao Paulo, at Rua das Figueiras, n. 501, 8 andar, Bairro Jardim, zip code , enrolled with the Brazilian Corporate Taxpayers Registry of the Ministry of Finance ( CNPJ/MF ) under No / , registered with the Brazilian Securities and Exchange Commission (Comissão de Valores Mobiliarios, or CVM ) as a class A publicly-held company under code ( CVC or Company ), pursuant to Law No. 6,404, dated December 15, 1976, as amended ( Brazilian Corporate Law ) and CVM Instruction No. 481, dated December 17, 2009, as amended ( ICVM 481/09 ), hereby provides you with the Guide ( Guide ) to instruct participation in the Extraordinary Shareholders Meeting, to be held on October 11, 2017, at 10:00am, at the Company s headquarters ( Shareholders Meeting ), as well as with management proposal ( Proposal ), resolution of which will be submitted to the Shareholders Meeting. 3

4 CVC BRASIL OPERADORA E AGENCIA DE VIAGENS S.A. Publicly-Held Company CNPJ/MF No / NIRE GUIDE FOR THE ATTENDANCE OF THE SHAREHOLDERS IN THE EXTRAORDINARY SHAREHOLDERS MEETING HELD ON OCTOBER 11, PURPOSE To the best interest of the Company, Company s Management submits the following matters included in the agenda to the analysis of, discussion by and voting at Shareholders Meeting: (i) approval of the Private Instrument of Process and Confirmation of Merger of Shares issued by Read Serviços Turisticos S.A. and Reserva Facil Tecnologia S.A. by CVC Brasil Operadora e Agencia de Viagens S.A., entered into between READ SERVIÇOS TURISTICOS S.A., a corporation (sociedade anônima) headquartered in the city of Santo Andre, state of Sao Paulo, at Rua das Esmeraldas, n. 395, 11. andar, Bairro Jardim, zip code , enrolled with CNPJ/MF under No / , the incorporation acts of which are duly registered with the Board of Trade of the State of Sao Paulo ( JUCESP ) under NIRE ( Read ), RESERVA FACIL TECNOLOGIA S.A., a corporation (sociedade anônima) headquartered in the city of Santo Andre, state of Sao Paulo, at Rua das Esmeraldas, n. 395, 10 andar, Bairro Jardim, zip code , enrolled with CNPJ/MF under No / , the incorporation acts of which are duly registered with JUCESP under NIRE ( Reserva and, jointly with Read, the Acquired Companies ), and the Company on September 21, 2017 ( Process and Confirmation ); (ii) change to the caput of article 5 of the bylaws of the Company in order to set forth the capital increase of the Company resulting from the merger of shares of Read and Reserva by the Company; (iii) ratification of the appointment and hiring, by the Company, of Cabrera Assessoria, Consultoria e Planejamento Empresarial Ltda., headquartered in the city of Barueri, state of Sao Paulo, Av. Yojiro Takaoka, Centro de Apoio 1, conj Alphaville, zip code , enrolled with CNPJ/MF under No / , to prepare the Appraisal Report of the Economic Value of Read and Reserva ( Appraisal Report ); (iv) approval of the Appraisal Report; 4

5 5 (v) approval of the merger of Read shares by the Company, under the terms and conditions set forth in the Process and Confirmation; (vi) approval of the merger of Reserva shares by the Company, under the terms and conditions set forth in the Process and Confirmation; and (vii) authorization for the manager to perform all acts necessary to give effect to the foregoing resolutions. 2. DOCUMENTS TO BE PROVIDED TO THE SHAREHOLDERS The documents related to the Shareholders Meeting are available to the Shareholders at the Company s headquarters and in the website of the Company ( CVM ( and B3 S.A. - Brasil, Bolsa, Balcão ( B3 ) ( in the world wide web. 3. CALL NOTICE OF SHAREHOLDERS' MEETING. Pursuant to article 124 of the Brazilian Corporate Law, the Shareholders Meeting will be called through the announcement published at least three (3) times in the Official Gazette of the state where the Company s headquarters is located, and in a large circulation newspaper published in the place where the Company s headquarters is located, describing the place, date, time and agenda of the Shareholders Meeting. Pursuant to the Brazilian Corporate Law, call notice of Shareholders Meeting of publiclyheld companies must be published at least fifteen (15) days before the Shareholders Meeting. 4. PLACE OF THE SHAREHOLDERS' MEETING. Generally, Shareholders Meetings are held in the company s headquarters; however, the meetings may be held in other places by virtue of force majeure and act of god, but it must still be held in the location in which the company s headquarters is at, as set forth in paragraph 2 of article 124, of the Brazilian Corporate Law Thus, pursuant to the provisions set forth by the Brazilian Corporate Law, the Shareholders Meeting will be held at the Company s headquarters, in the city of Santo Andre, state of Sao Paulo, at Rua das Figueiras, n. 501, 8. andar, Bairro Jardim, zip code ATTENDANCE AT SHAREHOLDERS MEETINGS Pursuant to article 126 of the Brazilian Corporate Law and paragraph 3 of article 7 of the Company s bylaws, in order to attend the Shareholders Meeting, shareholders shall provide the Company with the following documents: 5

6 (i) Identity Document (General Registry Identity Card RG), the National Driver s License (CNH), passport, identity cards issued by the professional boards and sector cards issued by the Public Administration bodies, provided that these documents include the person s picture); (ii) Certificate issued by the financial institution which provided book-entry services to the shares issued by the Company, up to five (5) days prior to the Shareholders Meeting; (iii) With respect to shareholders to have the fungible custody of registered shares, the statement with the respective shareholding control, issued by the competent body; and (iv) If any shareholder is represented, power of attorney, granted less than one (1) year ago, with the certified signature of the grantor. Representatives of legal entity shareholders shall provide a registered copy of the following documents, as duly registered with the proper body (Registrar of Corporate Affairs or Board of Trade, if applicable): (a) articles of incorporation or bylaws; and (b) corporate act related to the election of the administrator that (b.i) attended to the Shareholders Meeting as the legal entity s representative; or (b.ii) granted the proxy so that the third party is able to represent the legal entity s shareholder. With respect to investment funds, shareholders may be represented at Shareholders Meeting by their administrators or managers, subject to the provisions set forth in fund s bylaws with respect to those who have powers to exercise the voting right of the shares and assets comprising fund s portfolio. In this case, the representative of funds administrators or manager, in addition to the corporate documents referred to above related to such administrators or managers, must provide a copy of fund s bylaws, duly registered with the competent body. With respect to attendance through an attorney-in-fact, such attorney-in-fact must have been granted with representation powers to attend the Shareholders Meeting less than one (1) year ago, pursuant to paragraph 1 of article 126 of the Brazilian Corporate Law In addition, subject to the provisions set forth in article 654, paragraph 1 and paragraph 2 of Law No. 10,406, dated January 10, 2002 ( Civil Code ), such power of attorney must indicate the place where it has been granted, the full qualification of the grantor and grantee, the date and purpose of such power of attorney, as well as the description and extent of the powers being granted, and grantor s signature must be duly certified. It is worth to point out that (a) shareholders of the Company who are individuals may only be represented at the Shareholders Meeting by an attorney-in-fact who is a shareholder or manager of the Company, lawyer or a financial institution, pursuant to the provisions set forth in paragraph 1 of article 126 of the Brazilian Corporate Law; and (b) shareholders of the Company who are legal entities, pursuant to CVM decision under CVM Proceeding No. RJ2014/3578, trialed on November 4, 2014, must be represented by an attorney-in-fact duly appointed pursuant to such company s articles of association or bylaws and pursuant to the rules provided for in the Civil 6

7 7 Code, and such person will not be required to be a manager, shareholder or lawyer of the Company. The shareholders documents issued abroad shall be notarized by the Public Notary, registered with the Brazilian Consulate, translated by a sworn translator enrolled with the Board of Trade and registered in the Registry of Deeds and Documents, under the terms of applicable legislation. The documents issued by countries which are signatories of Hague Convention Abolishing the Requirement of Legalization for Foreign Public Documents ( Apostille Convention ), dated October 5, 1961, diplomatic or consulate legalization before August 14, 2016, must be replaced, as from February 14, 2017, with the apostille, pursuant to the Brazilian National Justice Council Resolution No. 228, dated June 22, Accordingly, no document issued in a country which is signatory to the Apostille Convention will be accepted, regardless of the date of issuance or signature thereof. For a better organization of the Shareholders Meeting, pursuant to paragraph 3 of article 7 of the Company s bylaws, the Company requests you to send the documents required to attend the Shareholders Meeting up to forty eight (48) hours before the meeting to the following address: Investor Relations Department Rua das Figueiras, n andar, Bairro Jardim - Santo Andre - SP, Brazil Zip code: Phone: 55 (11) Fax: ri@cvc.com.br You may attend the Shareholders Meeting even if the foregoing documents are not provided in advance, which must be provided at the opening of the Shareholders Meeting, as set forth in paragraph 2 of article 5 of CVM Instruction 481/09. Before commencement of the Shareholders Meeting, the shareholders or their representatives will sign the Attendance Book, indicating their name, nationality and residence, as well as the number, type and class of shares they hold pursuant to article 127 of the Brazilian Corporate Law. 6. RULES TO ESTABLISH THE SHAREHOLDERS MEETING As a general rule, provided for in article 125 of the Brazilian Corporate Law, Shareholders Meetings will be held, at first call, upon attendance of shareholders who hold at least one fourth (1/4) of the voting shares, and, at second call, upon attendance of any number of shareholders who hold voting shares. 7

8 On the other hand, the extraordinary Shareholders Meetings intended to amend the bylaws will only be held, at first call, e upon attendance of shareholders who hold at least two thirds (3/2) of the voting shares. In this regard, considering that the matters to be resolved on at the Extraordinary Shareholders Meeting subject matter of this proposal result in the amendment of the bylaws, it may only be held, at first call, upon attendance of shareholders who hold shares representing at least two thirds (3/2) of the voting shares. If the Shareholders Meeting cannot be held at first call, the Company will publish new notices and the Shareholders Meeting may be held, at second call, upon attendance of shareholders who hold any number of voting shares. 7. MAJORITY TO APPROVE MATTERS Pursuant to article 129 of the Brazilian Corporate Law, resolutions made at the Shareholders Meetings, subject to the exceptions provided by law, will be made by the absolute majority of votes, without considering the abstentions. Considering that the matters to be resolved on at the Shareholders Meeting are not subject to the special majority provided by law, approval thereof will require the absolute majority of the shares present at the Shareholders Meeting. 8. MINUTES OF THE SHAREHOLDERS MEETING Pursuant to article 130, caput, of the Brazilian Corporate Law, the resolutions made at the Shareholders Meetings will be drawn up in the Book of Minutes of Shareholders Meetings, which will be signed by the board and the present shareholders. Although it is advisable that all present shareholders sign such minutes, such minutes will only be valid if signed by shareholders who hold sufficient shares to constitute the majority of shares required for the resolutions at the Shareholders Meeting. If duly authorized by the Shareholders Meeting, the minutes may be drawn up as a summary of facts, including dissent and protests, only setting forth the transcription of resolutions made at the meeting, as set forth in article 130, paragraph 1 of the Brazilian Corporate Law. In this case, the proposals or documents submitted to the meeting, as well as vote or dissent statements, referred to in the minutes, will be numbered, certified by the board and any shareholders who request to do so, and filed at the company. In addition, the board, at the requested of any interested shareholders, will certify any counterpart or copy of the proposal, vote or dissent statement or protest that has been provided. 8

9 CVC BRASIL OPERADORA E AGENCIA DE VIAGENS S.A. Publicly-Held Company CNPJ/MF No / NIRE MANAGEMENT PROPOSAL FOR THE EXTRAORDINARY SHAREHOLDERS MEETING TO BE HELD ON OCTOBER 11, ANALYSIS OF MATTERS TO BE RESOLVED AT THE SHAREHOLDERS MEETING The purpose of this section is to analyze the matters submitted to your analysis at the Shareholders Meeting, enabling you to make an informed decision APPROVAL OF THE PROCESS AND CONFIRMATION The initial stage to undertake a merger of shares is the execution of the process and confirmation by the involved companies through which they substantiate all terms and conditions of the transaction, pursuant to article 224, caput, of the Brazilian Corporate Law. The instrument of process must set forth, at least, the following information, pursuant to article 224 of the Brazilian Corporate Law: (a) the number, type and class of the shares which will be attributed to replace partners rights to be extinguished and the criteria adopted to determine such replacement; (b) the assets and liabilities which will comprise each portion of equity, in the event of spin-off; (c) criteria of assessment of shareholders equity, equity variations; (d) the solution to be adopted as to the shares or quotas of capital stock of one of the companies bought by another company; (e) capital stock of the companies to be incorporated or capital increase of reduction of the companies party to the transaction; (6) capital stock of the companies to be incorporated or capital increase of reduction of the companies party to the transaction; (f) the project or projects of bylaws, or statutory changes, that must be approved to give effect to the transaction; and (8) all other conditions which the transaction is subject to. In addition to the determination of all terms and conditions of the merger of shares, the process will also require the signatory companies to perform all acts necessary for (a) the preparation of the Appraisal Report under the agreed criteria; and (b) submitting the proposal of the transaction to the analysis of the respective Shareholders Meetings. As to the process, law also requires preparation of an instrument of confirmation, which must be provided as a proposal to the shareholders and partners of the involved companies and must include, pursuant to article 225 of the Brazilian Corporate Law, at least, the following information: (a) the reasons for or purposes of the transaction, and company s interest in undertaking it; (b) the shares preferred shareholders will receive and the reasons to change their rights, if applicable; (c) the composition, after the transaction, based on the type and class of shares, of the capital stock of the companies that shall issue shares to replace those to be 9

10 extinguished; and (d) the reimbursement amount of shares which dissenting shareholders who exercise their withdrawal right will be entitled to. The confirmation is intended to provide minimum information to the partners of the companies involved in the transaction, so that they may make an informed decision on their corporate interest in the transaction and changes to the corporate legal positions. Ideally, the instrument of confirmation must explain the negotiation basis of clauses established during the spin-off process, indicating the purposes of the transaction and the corporate interest being pursued, used as a basis for the interpretation of the process and other transaction acts. For this reason, the confirmation is included as a chapter of the instrument of the process of consolidation, merger or spin-off. In this regard, the Process and Confirmation, setting forth all terms, clauses, conditions and the confirmation of the merger of all shares issued by Read and Reserva by the Company ( Transaction ), was entered into by the management of the Company, of Read and Reserva, on September 21, 2017, and disclosed in the periodical information of system Empresas,NET in the website of CVM ( under tab Meeting, type ESM, in Process of Merger, Spin-Off or Consolidation and Confirmation of Merger, Spin-Off or Consolidation. The Process and Confirmation is also made available to shareholders in the Company s headquarters and in the websites of the Company ( and B3 ( The mergers of shares issued by Read and Reserva are included, pursuant to the material facts dated December 18, 2017, August 31, 2015, and July 7, 2017, and notices to the market dated May 26, 2017, and June 30, 2017, disclosed by the Company, in the acquisition, by the Company, of all shares issued by Read and Reserva. In this regard, on May 26, 2017, Duotur Participagoes S.A. ( Duotur ) and REFA Participagoes S.A. ( REFA ), which were then controlled by the COMPANY, exercised the call option to buy shares representing thirty three percent (33%) of the total capital stock of Read and Reserva ( Free Call Option ). On June 22, 2017, Duotur and REFA exercised the additional Free Call Option to buy an additional number of shares representing sixteen percent (16%) of the total and voting capital stock of Read and Reserva. On June 26, 2017, the Closing Term for Free Call Option Exercise was entered into through which Duotur and REFA (a) have assigned to the Company, with no resolution for continuity, the Free Call Option; and (b) have formalized the sale, to the COMPANY, of all registered common shares with no par value issued by the companies, held by the Minority Shareholders, representing forty nine percent (49%) of the total and voting capital stock of Read and Reserva ( Closing Term ). 10

11 As of the date of execution of the Closing Term, the Company acquired, upon consideration of the amount of one hundred and two million, one hundred and forty six thousand, six hundred and seventy two reais and ninety two cents (R$ 102,146,672.92), in Brazilian reais, shares representing seventeen point fifteen percent (17.15%) of the total and voting capital stock of Read and Reserva. Pursuant to the Closing Term, in order to buy the remaining shares issued by Read and Reserva, the Company assumed the obligation to pay the amount of one hundred and eighty nine million, seven hundred thousand, nine hundred and sixty three reais and ninety nine cents (R$ 189,700,963.99) to acquire the remaining shares issued by Read and Reserva ( Remaining Portion of the Free Option Price ). Pursuant to the Closing Term, the Company could choose, at its sole discretion, between paying the Remaining Portion of the Free Option Price in Brazilian reais or by providing five million, nine hundred and thirty thousand and nine (5,930,009) registered, book-entry common shares with no par value of the Company. As a result, on July 7, 2017, the Company notified the sellers on its option to pay the Remaining Portion of the Free Option Price by providing five million, nine hundred and thirty thousand and nine (5,930,009)registered, book-entry common shares with no par value issued by the Company. Read and Reserva will continue to exist and operate for commercial reasons (agreements entered into with vendors, contract etc.) and operational reasons (necessary maintenance of branches of Read and Reserva in different states until CVC s new branches can be opened upon all operation authorizations, licenses and systems required for their regular operation, as well as upon conclusion of all registrations with IATA (International Air Transport Association), which prevented the direct merger of Read and Reserva, reason by which the only way to conclude the acquisition of the Acquired Companies by the Acquiring Company upon delivery of their shares is to undertake a merger of shares under the terms set forth in the Process and Confirmation. Thus, on July 7, 2017, the Company and the sellers entered into the Private Instrument of Commitment of Corporate Reorganization, Merger of Shares and Other Covenants, through which, in order to implement the acquisition of shares issued by Read and Reserva by the Company and the delivery of five million, nine hundred and thirty thousand and nine (5,930,009) registered, book-entry common shares with no par value issued by the Company as consideration for the Remaining Portion of the Free Option Price, the parties have agreed on the terms and condition for the merger of shares issued by Read and Reserva by the Company ( Commitment ). As a preparatory step, a Corporate Reorganization involving the reverse consolidation of Duotur by Read and of REFA by Reserva was undertaken, with the consequent extinguishment of Duotur and REFA and succession of all of the rights and obligations thereof by Read and Reserva, as approved at the meeting of the Board of Directors of the Company held on July 5, 2017, and at the Extraordinary Shareholders Meeting of the Company held on September 11, 11

12 2017 ( Prior Reorganization ). As a result of the Prior Reorganization, the Company has become the direct holder of shares representing sixty eight point thirty six percent (68.36%) of the capital stock of Read and sixty six point ninety three percent (66.93%) of the capital stock of Reserva. Therefore, the Transaction classifies under payment of the Remaining Portion of the Free Option Price for the acquisition of shares issued by Read and Reserva, through delivery of five million, nine hundred and thirty thousand and nine (5,930,009) registered, book-entry common shares with no par value of the Company. Through the Transaction, the Company will absorb registered common shares with no par value issued by Read and Reserva representing, approximately, thirty one point eighty five percent (31.85%) of the total capital stock of Read and Reserva which, if added to the shares of the capital stock of Read and Reserva already held by the Company as of the date hereof, will result in the Company being the holder of one hundred percent (100%) of the capital stock of such companies. Also, pursuant to the Process and Confirmation, considering that the Company and the Acquired Companies belong to the same economic group, the Transaction confers upon the parties significant administrative economic and financial benefits, namely: (i) optimization of the capital structure and management of the touristic services segment of the economic group which the Parties belong to, with greater facility and optimization of costs and efficiency in the allocation of capital to perform their businesses; (ii) better use of funds from the involved companies, conferring upon significant administrative and financial benefits to the companies involved, without compromising the businesses; and (iii) alignment of the expectations and interests of non-controlling shareholders of Read and Reserva who serve as executive officers of the Acquired Companies to the interests of the shareholders of the Company. Considering that, after conclusion of the Prior Reorganization, the Company has become the controlling shareholder of Read and Reserva, the Parties understand that the Transaction does not increase risk exposure of the Company, Read or Reserva, and does not impact the risks of shareholders, investors and interested third parties of the Company. The Process and Confirmation estimates that the total costs and expenses to undertake and give effect to the Transaction, including attorneys, appraisers and auditors fees and the costs to prepare and publish the corporate acts, will not exceed five hundred thousand reais (R$ 500,000). 12

13 As a result, considering the expected benefits, the involved risks and the costs of the Transaction, the managers of the Company understand that the Transaction will reduce the activities undertaken by the corporate group which the companies belong to, which fully justifies the Transaction CHANGE TO THE CAPUT OF ARTICLE 5 OF THE COMPANY S BYLAWS IN ORDER TO SET FORTH CAPITAL INCREASE RESULTING FROM THE TRANSACTION Considering the capital increase of the Company, which will result from the Transaction to be approved, the management proposes a change to the caput of article 5 of the Company s bylaws in order to set forth such capital increase, in the amount of One hundred and eighty nine million, seven hundred thousand, nine hundred and sixty three reais and ninety nine cents (R$ 189,700,963.99), upon issuance of five million, nine hundred and thirty thousand and nine (5,930,009) new registered, book-entry common shares with no par value, which will be subscribed by the managers of the Acquired Companies on account of the shareholders and paid up upon the merger of shares issued by Read and Reserva. In this regard, the capital stock of the Company will go from the current amount of two hundred and ninety three million, four hundred and eighty one thousand, four hundred and fifty seven reais and fifty two cents (R$ 293,481,457.52), divided into one hundred and thirty five million, four hundred and eighty five, one hundred and three (135,485,103) shares, to four hundred eighty three million, one hundred eighty two thousand, four hundred twenty one reais and fifty one cents (R$ 483,182,421.51), divided into one hundred forty one million, four hundred fifteen thousand, one hundred and twelve (141,415,112) registered, book-entry common shares with no par value, so that the caput of article 5 of the Company s bylaws will be effective with the following new wording: Article 5 - The capital stock of the Company, fully subscribed and paid up, amounts to four hundred eighty three million, one hundred eighty two thousand, four hundred twenty one reais and fifty one cents (R$ 483,182,421.51), divided into one hundred forty one million, four hundred fifteen thousand, one hundred and twelve (141,415,112) registered, book-entry common shares with no par value. You should note that, pursuant to article 252 of the Brazilian Corporate Law, all five million, nine hundred and thirty thousand and nine (5,930,009) new registered, book-entry common shares with no par value, to be issued by the Company will be subscribed by the managers of Read and Reserva on account of their shareholders, and will be paid up upon the merger of shares issued by Read and Reserva. The shareholders of the Company will have no preemptive right to subscribe such capital increase set forth herein. 13

14 The following table sets forth the comparison between the current wording of the caput of article 5 of the Company s bylaws and the new wording approved by the managers and its justifications, including the requirement made in article 11 of CVM Instruction 481/09: Current Wording of the Company s Bylaws Changes Proposed to the Company s Bylaws Article 5 The Company s capital stock, fully subscribed and paid is two hundred ninety three million, four hundred eighty one thousand, four hundred fifty seven Reais and fifty two cents (R$ 293,481,457.52) divided into one hundred thirty five million, four hundred eighty five thousand, one hundred and three (135,485,103) registered common shares with no par value. Article 5 - O The Company s capital stock, fully subscribed and paid is Two hundred ninety three million, four hundred eighty one thousand, four hundred fifty seven Reais and fifty two cents (R$ 293,481,457.52) Four hundred eighty three million, one hundred eighty two thousand, four hundred twenty one Reais and fifty one cents (R$ 483,182,421.51) divided into one hundred thirty-five million, four hundred eighty-five thousand, one hundred three (135,485,103) one hundred forty one million, four hundred fifteen thousand, one hundred and twelve (141,415,112) registered common shares with no par value. Reasons and Impacts: Restatement of the capital stock value and the number of shares the Company s capital stock is divided into, in a way to reflect the increase of capital stock by virtue of the Transaction. Exhibit I sets forth, pursuant to the provisions set forth in article 11 of CVM Instruction 481/09, the consolidated bylaws of the Company, with the following proposed changes RATIFICATION OF THE APPOINTMENT OF THE APPRAISAL FIRM FOR THE PREPARATION OF THE APPRAISAL REPORT Pursuant to the principle of reality of facts of the capital stock, pursuant to the caput of article 226 of the Brazilian Corporate Law, mergers of shares may only be undertaken if the shares to be absorbed through payment of the capital increase are duly appraised and such appraisal report determines that such shares value is at least equal to the value of shares to be paid up. Under these terms, article 8 of the Brazilian Corporate Law sets forth that such appraisal must be made by three experts or by a specialized firm. At first, the expert may be any reputable person deemed duly qualified to provide such appraisal by the Shareholders Meeting of the Acquiring Company. However, you should keep in mind that the preparation of appraisal reports based on certain criteria is privately attributed to certain regulated occupations. Thus, the experts of the Appraisal Firm must provide a grounded report, indicating all appraisal criteria and the elements of comparison that have been adopted, pursuant to documents 14

15 related to such appraised shares, and they must attend the Shareholders Meeting of the Acquiring Company which will be informed on such report to provide any information it is requested to provide, pursuant to article 8, paragraph 1, of the Brazilian Corporate Law The Company hired, pursuant to article 226 of the Brazilian Corporate Law, CABRERA ASSESSORIA, CONSULTORIA E PLANEJAMENTO EMPRESARIAL LTDA., company headquartered in the city of Barueri, State of Sao Paulo, at Av. Yojiro Takaoka, Centro de Apoio 1, conj Alphaville, zip code , enrolled with CNPJ/MF under No / ( Appraisal Firm ), To prepare the Appraisal Report in order to determine the Economic Value of Read and Reserva. Pursuant to the applicable laws, the Appraisal Firm has represented: (i) not to hold, directly or indirectly, any security or security-related derivative issued by the Acquired Companies or the Company; (ii) not to be aware on any conflict of interest, directly or indirectly, which would make it less independent to perform its duties; and (iii) that the Acquired Companies, the Company, their controlling companies, shareholders or managers, have not, in any circumstance: (a) instructed, limited, hindered or performed any acts that have or may have compromised the access, use or knowledge of information, assets, documents or relevant work methods affecting the quality of their respective conclusions, (b) restricted, in any way, they ability to make the conclusions provided independently, or (c) established the methods used for the preparation of the Appraisal Report on the Economic Value of the shares of the Acquired Companies to be absorbed by the Company. Pursuant to the provisions set forth in article 21 of CVM Instruction 481/09, information related to the Appraisal Firm are available in Exhibit II APPRAISAL REPORT To the extent the Brazilian Corporate Law requires the appraisal from experts or specialized firm to establish the value of shares to be absorbed, a report must be necessarily prepared, that is, a document must be prepared by one or more experts, which provides for the conclusion of such appraisal. Usually, the following appraisal criteria are adopted: (a) shareholders equity of the shares, based on the accounting books; (b) shareholders equity value at market price; (c) market value; and (d) economic and financial value. The instrument of process and confirmation for the merger of shares must establish the criteria to be adopted in the appraisal of shares to be absorbed, as well as the date to which such appraisal will refer and of the treatment of later variations of value, as set forth in article 224, item III, of the Brazilian Corporate Law. This legal requirement is justified by the fact that the companies involved in the merger of shares are free to negotiate the exchange ratio of the shares which is convenient to them. 15

16 In this regard, management of the Company, Read and Reserva have established, pursuant to Process and Confirmation, the criterion of Economic Value to assess Read and Reserva. The base date of June 30, 2017, was adopted to assess Read and Reserva based on their Economic Value ( Base Date ). After the analysis of the accounting statements of Read and Reserva and the other documents, the Appraisal Firm provided the results from the assessment of the Economic Value of Read and Reserva for purposes of merger of their shares by the Company, pursuant to articles 226 and 252 of the Brazilian Corporate Law, through the Appraisal Report attached to the instrument of Process and Confirmation. As shown in the Appraisal Report, the Appraisal Firm concluded that, based on the concluded works, the amount of five hundred and sixty two million, five hundred and forty two thousand reais (R$ 562,542,000), represents, in all material respects, the Economic Value of Read, calculated based on discounted cash flow method. Considering the Economic Value of Read and that the capital stock of Read is divided into twenty one million, six hundred and forty six thousand, six hundred and fifty six (21,646,656) shares, the Economic Value of all six million, eight hundred and forty nine thousand, three hundred and sixty seven (6,849,367) registered common shares with no par value issued by Read corresponds to the total amount of one hundred and seventy seven million, nine hundred and ninety seven thousand, seven hundred and seventy five reais and thirty one cents (R$ 177,997,775.31), as follows: Read Company s economic value (R$) 562,542,000 Total number of shares Economic value/share Number of merged shares Total economic value of merged shares (R$) 21,646, ,849, ,997, As shown in the Report, the Appraisal Firm concluded that, based on the concluded works, the amount of fifty one million, nine hundred and twenty thousand reais (R$ 51,920,000) represents, in all material respects, the Economic Value of Reserva, calculated based on discounted cash flow method. Considering the Economic Value of Reserva and that the capital stock of Reserva is divided into one hundred and seventy thousand and four hundred and eighty six (170,486) shares, the Economic Value of all fifty six thousand and three hundred and seventy four (56,374) 16

17 registered common shares with no par value issued by Reserva corresponds to the total amount of seventeen million, one hundred and sixty eight thousand, two hundred and one reais and ninety six cents (R$ 17,168,201.96), as follows: Company s economic value (R$) Total number of shares Economic value/share (R$) Number of merged shares Total economic value of merged shares (R$) Reserva 51,920, , ,374 17,168, As a result, the management of the Company proposes the approval of the Appraisal Report prepared by the Appraisal Firm as of the Base Date for purposes of the Transaction MERGERS OF SHARES Subject to the provisions set forth in article 252 of the Brazilian Corporate Law, merger of shares means the transaction through which one company absorbs to its equity all shares from another company to convert such other company in its wholly-owned subsidiary. Pursuant to the foregoing, the merger of shares will not result in the termination of companies whose shares will be absorbed. They will continue to exist and will maintain their legal identities, provided, therefore, that succession of their rights and obligation will not occur. Thus, upon approval of the Transaction, (i) the Acquired Companies will continue to exist and will become wholly-owned subsidiaries of the Company; (ii) the assets of the Acquired Companies will continue to be separated; and (iii) the shareholders of the Acquired Companies will hold direct interests in the Company, pursuant to article 252 et.seq. of the Brazilian Corporate Law. The Transaction will give rise to the capital increase of the Company, which will increase from the current amount of two hundred and ninety three million, four hundred and eighty one thousand, four hundred and fifty seven reais and fifty two cents (R$ 293,481,457.52), divided into one hundred and thirty five million, four hundred and eighty five thousand, one hundred and three (135,485,103) registered, book-entry common shares with no par value, to four hundred eighty three million, one hundred eighty two thousand, four hundred twenty one reais and fifty one cents (R$ 483,182,421.51), therefore, an increase of one hundred and eighty nine million, seven hundred thousand, nine hundred and sixty three reais and ninety nine cents (R$ 189,700,963.99), upon issuance of five million, nine hundred and thirty thousand and nine (5,930,009) new registered, book-entry common shares with no par value, to be subscribed by the managers of 17

18 Read and Reserva on account of their shareholders, and paid up upon the merger of shares issued by Read and Reserva. Pursuant to article 252, paragraph 3, of the Brazilian Corporate Law, the non-controlling shareholders of the Acquired Companies will directly receive from the Company all five million, nine hundred and thirty thousand and nine (5,930,009) new registered, book-entry common shares with no par value, duly issued, proportionally to their interests in the capital stock of Read and Reserva, respectively, at the time the Transaction is approved. The shareholders of the Company will have no preemptive right to subscribe such capital increase. The current shareholders of Read will receive new registered, book-entry common shares with no par value issued by the Company to each registered, book-entry common share with no par value issued by Read that they hold. The current shareholders of Reserva will receive new registered, bookentry common shares with no par value issued by the Company to each registered, book-entry common share with no par value issued by Reserva that they hold. Considering that the Company and the other shareholders of the Acquired Companies have undertaken, through the Commitment, to vote favorably for the approval of the Transaction, no dissenting shareholders will exist in the resolutions made at the Shareholders Meetings of Read and Reserva approving the Transaction who a duly authorized to exercise the withdrawing right set forth in article 137, article 252, paragraph 2, and article 264, paragraph 3, of the Brazilian Corporate Law. The shareholders of the Company who do not approve the Transaction, whether through dissent, abstention or non-attendance, will be assured to have the right to withdraw from the Company, pursuant to article 252, paragraph 1, of the Brazilian Corporate Law. The shareholders may continuously exercise their withdrawal right in relation to Company s shares which they evidently held, from July 7, 2017 date of disclosure of the material fact through which the Company informs its election of the payment method of the Remaining Portion of the Free Option Price and the date of actual exercise of such withdrawal right, pursuant to article 137, paragraph 1, of the Brazilian Corporate Law. Pursuant to the provisions set forth in article 230 and article 137, paragraph 1, and paragraph 4, of the Brazilian Corporate Law, the shareholders shall, under penalty of statute of limitations, exercise their withdrawal right up to thirty (30) days, counted as from the date of publication of the Minutes of the Extraordinary Shareholders Meeting which approves the Transaction, pursuant to the provisions set forth in article 230 of the Brazilian Corporate Law. As informed in the Process and Confirmation, pursuant to the provisions set forth in article 264 of the Brazilian Corporate Law, for purposes of information and comparison, the Parties have 18

19 also hired the Appraisal Firm to appraise the shareholders equity of Read and Reserva, as of the Base Date, both adjusted at market price, pursuant to the Appraisal Report attached to the Process and Confirmation as Exhibit 9.2 ( Appraisal Report at Market Value ). Pursuant to the provisions set forth in article 264 of the Brazilian Corporate Law, for purposes of information and comparison, the exchange ratio of Acquired Companies shares with Company s shares was calculated based on the value of shareholders equity per share, adjusted at market price, of the Company, Read and Reserva. Accordingly, the exchange ratio and the result from the division of (a) the book value, adjusted at market price, per Read and Reserva share by (b) the shareholders equity adjusted to market price per Company share, as follows: 19

20 Read Reserva CVC Shareholders equity adjusted to market prices 207,486,000 14,159, ,915,874,0000 Number of shares , ,485,103 Book value at market price per share Exchange ratio Read/CVC Exchange ratio Reserva/CVC Accordingly, pursuant to paragraphs 3 and 4 of article 264 of the Brazilian Corporate Law, shareholders who exercise their right to withdrawal from Company may choose to receive, as reimbursement, (a) the amount of R$ per share, corresponding to the book value of Company s shares as of December 31, 2016, pursuant to article 45 of the Brazilian Corporate Law; or (b) the amount of R$ per share, corresponding to the shareholders equity of the Company, adjusted at market price. If a dissenting shareholder chooses not to exercise any of the foregoing option, the reimbursement amount to be paid is that which is set forth in item a above, that is, R$ per Company s share. The amount of reimbursed shares will be paid by the Company to dissenting shareholders within thirty (30) days counted as from the end of the term to exercise the withdrawal right. Pursuant to article 45, paragraph 6, of the Brazilian Corporate Law, the Company shall, within one hundred and twenty (120) days, re-allocate the reimbursed shares to capital account. If the shares are not reallocated within this term, the capital stock will be deemed to be reduced, and an Extraordinary Shareholders Meeting must be called to inform on such capital reduction. Exhibit III sets forth other information related to the absorption of Read shares by CVC, pursuant to the provisions set forth in article 20-A of CVM Instruction 481/09, and article 12 of CVM Instruction 565/15, and Exhibit IV sets forth other information related to the absorption of Reserva shares by CVC, pursuant to the provisions set forth in article 20-A of CVM Instruction 481/09, and article 12 of CVM Instruction 565/15. By its turn, Exhibit V sets forth information required by article 20 of CVM Instruction 481/09 with respect to the withdrawal right and the reimbursement amount to the shareholders of the Company AUTHORIZATION FOR MANAGERS TO PERFORM ALL ACTS NECESSARY TO GIVE EFFECT TO THE FOREGOING RESOLUTIONS 20

21 Finally, we propose that the managers of the Company are authorized to perform all acts necessary to give effect to the resolutions proposed above, including the execution of the Process and Confirmation. 2. CONCLUSIONS Pursuant to the foregoing, the management of the Company submits this Proposal to your analysis at a Shareholders Meeting of the Company, and approval of this Proposal is highly recommended. Santo Andre, September 25, Guilherme de Jesus Paulus Chairman of the Board of Directors. 21

22 CVC BRASIL OPERADORA E AGENCIA DE VIAGENS S.A. Publicly-held company CNPJ/MF No / NIRE EXTRAORDINARY SHAREHOLDERS MEETING TO BE HELD ON OCTOBER 11, 2017 MANAGEMENT S PROPOSAL EXHIBITI COMPANY S BY-LAWS CVC BRASIL OPERADORA E AGÊNCIA DE VIAGENS S.A. Corporate Taxpayer ID (CNPJ) No / Company Registry (NIRE) Chapter I Corporate Name, Head Office, Corporate Purpose and Term Article 1 - CVC BRASIL OPERADORA E AGÊNCIA DE VIAGENS S.A. ("Company") is a corporation (sociedade por ações) governed by these By-laws and applicable law. Article 2 - The Company has its head office, jurisdiction and domicile in the city of São Paulo, State of São Paulo, at Rua das Figueiras, no. 501, 8th floor, Bairro Jardim, CEP , and it may, according to the decision of the Board of Executive Officers, open, transfer and extinguish branches, agencies, offices or any other establishments in any part of the Brazilian territory or abroad. Article 3 - The Company has as its purpose (i) the intermediation of travel and tour services, as well as the performance of all activities inherent to tour operators, in accordance with the regulation of the Ministry of Tourism - MTUR and the Brazilian Tourism Institute - EMBRATUR; (ii)stockholding in other companies that develop similar activities as described in item (i); (iii) rendering of services as banking correspondent in the national territory, related to services provided in the interest of the Company s passengers; and (iv) providing advice, organizing and executing activities related to fairs, exhibitions, conferences and similar events. Article 4 - The Company has undetermined term of duration. Chapter II Capital Stock and Shares Article 5º - The Company s capital stock, fully subscribed and paid is Two hundred ninety three million, four hundred eighty one thousand, four hundred fifty seven Reais and fifty two cents (R$ 22

23 293,481,457.52) Four hundred eighty three million, one hundred eighty two thousand, four hundred twenty one Reais and fifty one cents (R$ 483,182,421.51) divided into one hundred thirty-five million, four hundred eighty-five thousand, one hundred three (135,485,103) one hundred forty one million, four hundred fifteen thousand, one hundred and twelve (141,415,112) registered common shares with no par value. Paragraph 1 - The shares representing the capital stock are indivisible in relation to the Company and each common shares grants to its holder the right to one vote in the General Shareholders Meetings. Paragraph 2 - The Company is authorized to increase its capital stock, regardless of change in the by-laws, upon decision of the Board of Directors, up to the limit of R$ ,00 (five billion Reais). Paragraph 3 - At the authorized capital limit, the Board of Directors may resolve on the issuance of shares, bonus of subscription or debentures convertible into shares. Paragraph 4 - The Board of Directors shall determine the issuance conditions, including the issuance price, term and payment conditions, form of distribution (public or private) and their distribution in the country and/or abroad. Paragraph 5 - Within the limit of the authorized capital and according to the plan approved by the General Shareholders Meeting, the Company may grant a share purchase option to its managers, employees or individuals who provide services to the Company or to the corporation under its control, as well as to the managers and employees of other corporations under its control, with no right of first refusal to shareholders. Paragraph 6 - The Company may acquire, upon decision of the Board of Directors, shares of its own issuance to remain in the treasury for later disposal or cancellation, up to the amount of the balance of profits and reserves, except for the legal reserve, without decrease of the capital stock. Paragraph 7 - It is expressly forbidden to issue preferred shares and founders shares. Paragraph 8 - The shareholders have the right of first refusal, proportionally to their respective shares, in the subscription of shares, debentures convertible into shares or bonus of subscription of issuance of the Company, following the term established by the General Shareholders Meeting, no shorter than thirty (30) days, following the exceptions provided by law and these by-laws. Article 6 - All shares of the Company are book entry shares and shall be maintained in deposit accounts, in the name of their holders, at the financial institution authorized by the Brazilian Securities Exchange Commission ("CVM") with which the Company has a custody agreement in effect, without issuance of certificates. Sole Paragraph - The cost of the transfer and registration, as well as the cost for the service regarding the book entry shares may be charged directly to the shareholder by the depository institution, as defined in the share entry agreement. 23