ENEVA S.A. CNPJ/MF No / NIRE Publicly Held Company

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Jerome Franklin
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1 Free Translation ENEVA S.A. CNPJ/MF No / NIRE Publicly Held Company MINUTES OF THE EXTRAORDINARY AND ORDINARY SHAREDHOLDERS MEETING HELD ON APRIL 24, DATE, TIME AND PLACE: On April 24, 2018, at 11am., at ENEVA S.A. s ( Company ) head office, located at Praia de Botafogo, 501, Block I, Room 701, Part, ZIP Code , in the City of Rio de Janeiro, State of Rio de Janeiro. 2. CALL NOTICE: Call notices published in the Official Gazette of the State of Rio de Janeiro, on March 23, 26 and 27, 2018 (pages 100, 38 and 116 respectively) and in the Monitor Mercantil, on March 23, 26 and 27, 2018 (pages 28, 8 and 16, respectively), in accordance with the provisions of Article 124, item II of Law 6.404/76, as amended ( Brazilian Corporation Law ). 3. PUBLICATIONS: The management report and financial statements of the Company, accompanied by the independent auditors annual report, for the fiscal year ended on December 31, 2017 were published on March 23, 2018, in the Official Gazette of the State of Rio de Janeiro (pages 78 to 91) and in the Monitor Mercantil (pages 9 to 19). 4. MANAGEMENT PROPOSAL: The management proposal ( Management Proposal ), setting forth information and documents necessary for the exercise of the voting right at this Meeting, was made available to the shareholders at the headquarters of the Company, as well as in the websites of the Company, of the Brazilian Securities and Exchange Commission (Comissão de Valores Mobiliários, or CVM ), and of B3 S.A. Brasil, Bolsa, Balcão ( B3 ), upon the first publication of the call notice, pursuant to the sole paragraph of article 6 of CVM Instruction 481, dated December 17, 2009, as amended. 5. ATTENDANCE: Shareholders representing common shares, corresponding to 59,09% of the voting capital of the Company were present at the Meeting, pursuant to the signatures in the Book of Attendance of Shareholders. Confirmed the required quorum, the Ordinary Shareholders Meeting was declared regularly convened, not being verified the required quorum for the instatement of the Extraordinary Shareholders Meeting. Also present Mr. Pedro Zinner, Lino Cançado, Laira Sanui and Thiago Freitas, representing the Company s administration, and Mr. Thiago Paes and Anibal Oliveira,

2 representing PriceWaterhouseCoopers Independent Auditors, according to Article 134, paragraph 1, of the Brazilian Corporation Law. 6. BOARD: Pursuant to Article 24, paragraph 1, of the Company s Bylaws, and Article 128 of the Brazilian Corporation Law, Mr. Carlos Marcio Ferreira, as Chairman of the Board of Directors of the Company, shall hold position of chairman of the meeting who, in turn, invited Mr. Julian Fonseca Peña Chediak to carry out the duties of Secretary. 7. AGENDA: Deliberate on: (a) at the Extraordinary Shareholders Meeting: adapt the Company s Bylaws in order to reflect the changes of Novo Mercado Listing Regulations of B3, in force from January 2, 2018, as well as to amend certain statutory provisions to adjust certain deadlines related to the proposal of a Board of Directors list of candidates according to the rules of CVM Instruction 481 ( ICVM 481 ), and language improvement, with the subsequent consolidation of the Bylaws; (b) at the Ordinary Shareholders Meeting: (i) take the management accounts, examine, discuss and vote the Management Report and the Financial Statements, accompanied by the Report of Independent External Auditors, related to the fiscal year ended on December 31, 2017; (ii) allocation of proceeds for fiscal year ended on December 31, 2017; (iii) definition of the number of members of the Board of Directors; (iv) election of the members of the Board of Directors; and (v) definition of the global compensation of Company s Management. 8. DRAWN UP OF THE MINUTES: According to the terms of Article 24, paragraph 3, of Company s Bylaws, the minutes of this Meeting shall be drawn up as a summary of the occurred facts, including dissents and protests, containing only the transcriptions of the decisions made. The attending shareholders also approved, by unanimous vote, the publication of the minutes of this Meeting with no signatures of the attending shareholders, pursuant to the terms of Article 130, paragraph 2, of the Brazilian Corporation Law. 9. RESOLUTIONS: The reading of documents and proposals related to the agenda were dismissed, and after their analyses, discussion and voting on the matter, the shareholders of the Company resolved as follows: 9.1. Extraordinary Shareholders Meeting Considering that the required quorum for the instatement of this item of the agenda stablished on Article 135 of the Brazilian Corporation Law was not observed, the deliberation on this item is jeopardized. However, considering that this Meeting was 2

3 regularly convened, the second call notice to deliberate on this matter will be opportunely published in the Official Gazette of the State of Rio de Janeiro and in the Monitor Mercantil, and the meeting will be instated regardless of the attending shareholders, also according to the terms of the Article 135 of the Brazilian Corporation Law Ordinary Shareholders Meeting Approve, by majority of votes, the management report and the financial statements of the Company, accompanied by the independent auditor s annual report, for the fiscal year ended on December 31, 2017, consequently approving the management accounts Approve, by majority of votes, the destination of the positive results of the fiscal year ended on December 31, 2017, amounting R$ ,00 (ninety-five million, four hundred and ninety-eight thousand reais), to the absorption of accumulated losses of the Company, according to Article 189 of the Brazilian Corporation Law Approve, by majority of votes, the number of 7 (seven) effective members to the Board of Directors of the Company; Considering the end of the term of office related to current board members, approve, by majority of votes, the election of the following members to the Board of Directors, to serve for the unified term of office of 1 (one) year, ending as of the date of the Annual Shareholders Meeting which analyzes, discusses and votes on the management accounts and the financial statements of the Company for fiscal year ending on December 31, (a) CARLOS MARCIO FERREIRA: Brazilian citizen, married, bachelor in accounting, bearer of identity card No , issued by SSP/SP, enrolled with CPF/MF under No , resident and domiciled at Avenida Araça, 2126 Alphaville Campinas, Campinas, State of São Paulo, zip code , to serve as Effective Member of the Board of Directors; (b) MARCELO PEREIRA LOPES DE MEDEIROS: Brazilian citizen, married, civil engineer, bearer of identity card No , issued by SSP/SP, enrolled with CPF/MF under No , resident and domiciled in the City of São Paulo, State of São Paulo, with business address at Rua Amauri, nº 255, 6º floor, zip code , to serve as Effective Member of the Board of Directors; (c) GUILHERME BOTTURA: Brazilian citizen, married, engineer, bearer of identity card No , issued by SSP/SP, enrolled with CPF/MF under No. 3

4 , resident and domiciled in the City of São Paulo, State of São Paulo, with business address at Rua Amauri, nº 255, 6º floor, zip code , to serve as Effective Member of the Board of Directors; (d) EDWYN NEVES: Brazilian citizen, married, business administrator, bearer of identity card No , issued by SSP/PR, enrolled with CPF/MF under No , resident and domiciled in the City of São Paulo, State of São Paulo, with business address at Avenida Brigadeiro Faria Lima, nº 3.477, 14º floor, Itaim Bibi, zip code , to serve as Effective Member of the Board of Directors; (e) RENATO ANTONIO SECONDO MAZZOLA: Brazilian citizen, married, economist, bearer of identity card No , issued by SSP/SP, enrolled with CPF/MF under No , resident and domiciled in the City of São Paulo, State of São Paulo, with business address at Avenida Brigadeiro Faria Lima, nº 3.477, 14º floor, Itaim Bibi, zip code , to serve as Effective Member of the Board of Directors; (f) JOSÉ AURÉLIO DRUMMOND JR.: Brazilian citizen, married, engineer, bearer of identity card No , issued by SSP/SP, enrolled with CPF/MF under No , resident and domiciled in the City of São Paulo, State of São Paulo, with business address at Avenida das Nações Unidas, nº , Torre Oeste, 16º floor, zip code , to serve as Effective Member of the Board of Directors; and (g) LAVINIA HOLLANDA: Brazilian citizen, married, engineer, bearer of identity card No , issued by IFP-RJ, enrolled with CPF/MF under No , resident and domiciled at Ladeira da Glória, nº 26, bloco 3, studio 111, City of Rio de Janeiro, State of Rio de Janeiro, zip code , to serve as Effective Member of the Board of Directors Mr. CARLOS MARCIO FERREIRA, Mr. MARCELO PEREIRA LOPES DE MEDEIROS, Mr. GUILHERME BOTTURA, Mr. EDWYN NEVES, Mr. RENATO ANTONIO SECONDO MAZZOLA and Mrs. LAVINIA HOLLANDA are deemed independent members of the Board of Directors of the Company for purposes of the provisions set forth in the Novo Mercado Listing Regulations of B3 and in the Company s Bylaws, pursuant to the statement signed by the members, according to the terms of the Article 17, I of the Novo Mercado Listing Regulations of B3. 4

5 Based on information received by the management of the Company, pursuant to applicable laws, shareholders were informed that the members of the Board of Directors hereby elected are capable to provide, with no reservations, the clearance certificate referred to in Article 147, paragraph 4, of the Brazilian Corporation Law, and in article 2 of CVM Instruction No. 367, dated May 29, Approve, by majority of votes, the determination of the annual compensation payable to the Managers of the Company in the total amount of up to R$ 20,350, (twenty million, three hundred fifty thousand reais), which will be effective until the date of the Annual Shareholders Meeting which analyzes, discusses and votes on the management accounts and the financial statements of the Company for fiscal year ending as of December 31, 2018, pursuant to the Management Proposal of the Company for this Meeting. 10 VOTING STATEMENT: No voting statements were provided by the shareholders. 11. CLOSING: With nothing more to be dealt with, the Meeting was closed, and these minutes were prepared, read, approved and duly signed. 12. ATTENDING SHAREHOLDERS: Uniper Holding GmbH (p.p Maria Julia Person Argollo); Cambuhy I Fundo de Investimentos em Ações (p.p Louise Campelo West); Banco BTG Pactual S.A. (p.p Igor Borde Gomes Galvão); Shareholders voting through remote voting form: M Square Alísio Fundo de Investimento em Ações; M Square Brazil Value Long Only Fund II LLC; M Square Ações GSHG Master Fundo de Investimento em Ações; M Square Ações CSHG Master Institucional Fundo de Investimento em Ações; MBV Fundo de Investimento em Ações IE; Blackrock Latin America Fund Inc; Utah State Retirement Systems; BSF - Blackrock Latin American Opportunities Fund; Teorema Fundo De Investimento Em Ações; Blackrock Latin American Investment Trust PLC; Wells Fargo Bk D OF T Establishing INV F FOR E Benefit TR; Wells Fargo Factor Enhanced Emerging Markets Portfolio. Rio de Janeiro, April 24, Julian Fonseca Peña Chediak Secretary 5

6 ANNEX I ORDINARY SHAREHOLDERS MEETING Votting Map Resolutions (I) Drafting of the minutes in a summary form, including protests, contrary votes, containing only a transcription of the resolutions taken (II) Deliberate on the Management accounts, examine, discuss and vote the Management Report and the Financial Statements, accompanied by the Report of Independent External Auditors, related to the fiscal year ended on December 31, 2017 (III) The allocation of results for the fiscal year ended on December 31, 2017 (IV) Define the number of 7 members of the Board of Directors (V) Appointment of the members of the board of directors included in the group list (chapa única) proposed by the Company s management (VI) Define the global compensation of the Company s Management for the fiscal year of 2018 Class of Voting Shares Approve (Yes) Number of Shares Reject (No) Abstain TOTAL ON ON ON ON ON ON

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

INTERNATIONAL MEAL COMPANY ALIMENTAÇÃO S.A. CNPJ/MF: nº 17.314.329/0001-20 NIRE: 3530048875-0 Publicly Held Company Dear shareholders, The management of the International Meal Company Alimentação S.A.