CVC BRASIL OPERADORA E AGÊNCIA DE VIAGENS S.A. CNPJ nº / NIRE Publicly Held Company

Transcription

1 CVC BRASIL OPERADORA E AGÊNCIA DE VIAGENS S.A. CNPJ nº / NIRE Publicly Held Company Minutes of Board of Directors Meeting held on February 21, Date, time and place: February 21, 2017, at 9:00 a.m., at the headquarter of CVC Brasil Operadora e Agência de Viagens S.A. located in the City of Santo André, State of São Paulo, at Rua das Figueiras, 501, 8th floor, Zip Code ( Company ). 2 Call Notice: Duly held, as per Article 15, Second Paragraph of the Company s bylaws. 3 Attendance: All members of the Company s Board of Directors: Guilherme de Jesus Paulus; Luiz Eduardo Falco Pires Correa; Pedro Barcellos Janot Marinho; Silvio Jose Genesis Junior, Marília Artimonte Rocca and Henrique Teixeira Alvares Presiding Board: Chairman - Luiz Eduardo Falco Pires Correa; Secretary Sr. Elton Flávio Silva de Oliveira. 5 Agenda: (1) To deliberate (I) the issuance, pursuant to article 59 of Law 6,404, of December 15, 1976, as amended ( Corporation Law ), of two hundred thousand (200,000) unsecured, simple, nonconvertible debentures in a single series of the 1 st (first) issuance by the Company, amounting to, as of the issue date, R$ 200,000, (two hundred million reais) ( Issue and Debentures, respectively) within the scope of a public Restricted Offering to be carried out in accordance with Instruction nº 476 of the Brazilian Securities and Exchange Commission ( CVM ) of January 16, 2009, as amended ( Offering ), with standby underwriting; (II) express authorization so that the Company s Executives can perform all acts, take all necessary measures and steps to: (a) negotiate and engage financial institution(s) in the securities distribution system, any arrangers, legal advisors, and service providers as may be required to implement the Issue and the Offering, such as Registry Agent (as defined in item 6.1 (vii)), Payment Bank (as defined in item 6.1 (vii)), CETIP S.A. Mercados Organizados ( CETIP ), trustees ( Trustee ), among others, and to that end, the Executives may negotiate and execute the respective agreements and any amendments thereto; (b) negotiate, enforce, and oversee the implementation of the resolutions passed herein in connection with the Issue and the Offering, as well as execute any and all agreements related to the Issue and the Offering, including amendments thereto; (c) establish any additional conditions, take all actions and sign any documents

2 as may be necessary to enforce the resolutions passed under item (I) above; and (III) to ratify all acts previously performed in connection with the above resolutions, including the execution of eventual amendments, provided that in accordance with at least the conditions approved in this meeting. 6 Resolutions: Upon deliberating the matters listed in agenda, the Directors resolved, unanimously and without any restrictions, as follows: 6.1 To approve the issue of the Debentures under a Private Indenture of 1 st (first) Issuance of Simple, Unsecured, Nonconvertible Debentures in a Single Series for Public Restricted Distribution of CVC Brasil Operadora e Agência de Viagens S.A. ( Issue Indenture ) and the implementation of the Offering with the following characteristics and on the following conditions: (i) Unit Face Value: one thousand reais (R$ 1,000.00) as of the Issue Date. (ii) Issue Date: March 3, (iii) (iv) (v) (vi) (vii) (viii) (ix) Issue number: 1 st (first) Debentures Issuance of the Company. Series #: Sole Series. Issue amount: two hundred million reais (R$ 200,000,000.00), as of the Issue Date. Quantity of Debentures: two hundred thousand (200,000) Debentures. Payment Bank and Registry Agent: The payment bank for this Issue will be Itaú Unibanco S.A., a financial institution headquartered in the City of São Paulo, State of São Paulo, at the following address: Praça Alfredo Egydio de Souza Aranha, nº 100, Torre Itaúsa, registered with the Brazilian Corporate Taxpayers Registry ( CNPJ/MF ) under nº / ( Payment Bank, which definition includes any other institution succeeding the Payment Bank in the provision of Payment Bank services). The Registry Agent will be Itaú Corretora de Valores S.A., a financial institution headquartered in the City of São Paulo, State of São Paulo, at the following address: Avenida Brigadeiro Faria Lima, nº 3.500, 3 rd floor, registered with the CNPJ/MF under nº / ( Registry Agent, which definition includes any other institution succeeding the Registry Agent in the provision of Registry Agent services for the Debentures). In addition to the measures listed in the CETIP s operating rules, the Registry Agent will make the necessary recordings in connection with the Debentures, as the case may be. Type of Certificates: Nominal and book-entry recording, no certificate issued. Proof of Debenture ownership: The Company will not issue certificates. For legal purposes, the statements issued by the Registry Agent will be proof of debenture ownership. Additionally, (i) with respect to debentures electronically deposited in CETIP, CETIP will issue a

3 statement in the name of Debenture Holder, which will be proof of ownership; and (ii) in relation to Debentures not electronically deposited in CETIP, the Registry Agent will issue a statement in the name of the respective Debenture Holder, which will be proof of ownership. (x) (xi) (xii) (xiii) (xiv) (xv) (xvi) (xvii) Convertibility: The Debentures will be simple, not convertible into shares of the Company and not exchangeable for shares of any other company. Type: The Debentures will be unsecured - as defined in article 58, main section of the Brazilian Corporation Law, with no guarantees or preemption; no in rem or in personam guarantees or segregation of Company s assets as security for Debenture Holders in the event of judicial or extrajudicial enforcement of Company s obligations under the Debentures and the Issue Indenture; and do not confer any special or general entitlement upon Debenture Holders. Preemptive Right: There will be no preemptive rights for subscription of the Debentures. Adjustment of the Unit Face Value: The Unit Face Value of the Debentures will not be monetarily adjusted. Renegotiation: There will be no scheduled renegotiation of the Debentures. Place of Payments: Payments relating to the Debentures and any other sums owed by the Company under the Issue Indenture will be made by the Company (i) through CETIP, with respect to the Debentures electronically deposited in CETIP, of the Unit Face Value, Interest, and Default Charges; (ii) through the Registry Agent, with respect to Debentures not electronically deposited in CETIP, or payments that cannot be made via the Registry Agent, at the Company s headquarters, as the case may be. Extension of Terms: The payment of any obligation under the Issue Indenture will be automatically extended to the Business Day immediately after if the original due date is not a Business Day, and no additional amount will be owed as a consequence thereof. Except as otherwise expressly provided in the Issue Indenture, Business Day means: (i) in relation to any obligation fulfilled through CETIP, any day other than a Saturday, Sunday or national holiday; (ii) in relation to any obligation not fulfilled through CETIP, any day commercial banks are open for business in the City of São Paulo, State of São Paulo. Default Charges: If the Company fails to timely make any payment to Debenture Holders under the Issue Indenture, in addition to Interest calculated pro rata temporis from the date of default to the effective date of payment, the following will accrue on any and all overdue and unpaid sums, regardless of notice, notification, or communication: (i) interest of one percent (1%) per month, calculated pro rata temporis

4 from the date of default to the effective date of payment, and (ii) conventional, irreducible, and non-compensatory fine of two percent (2%) ( Default Charges ). (xviii) (xix) (xx) (xxi) Forfeiture of the Right to Receive Additional Charges: Debenture Holder s failure to claim on the dates set forth in the Issue Indenture or communication published by the Company any amount payable by the Company will result in forfeiture of such Debenture Holder s right to Interest and/or Default Charges otherwise payable for the number of days until it date of receipt, but the rights acquired up to the due date will be assured. Publicity: Every announcement, notice, and other act and decision required to be published or disclosed under this Issuance and in any way of interest to the Debenture Holders will be mandatorily published as an Announcement to Debenture Holders on the State of São Paulo s Official Gazette and the Valor Econômico newspaper and posted on the Company s webpage ( The Trustee and CETIP will be informed of any such announcement, notice, or other act and decision within no later than five (5) Business Days of their publication. If after the Issue Date the Company chooses, at its sole discretion, another newspaper for publication purposes, it will (i) send notice to the Trustee informing the selected newspaper; and (ii) publish, in the newspapers previously used, announcement to Debentures Holders ( Debenture Holders ) informing the new means of publication. Debenture Holder s Immunity: If a Debenture Holder has any tax immunity or exemption, said Debtor Holder will provide the Payment Bank and the Company, within no later than ten (10) Business Days of the scheduled date of the Debenture-related payment, with proof of the tax immunity or exemption. If the Debenture Holder fails to provide such proof, the Company will make the legal tax deductions from the amounts to be paid to such Debenture Holder. A Debenture Holder that, having given proof of its tax immunity or exemption, has its status changed subsequently by regulatory provision or is disqualified under the applicable rules and norms or has such status questioned by court, tax, or regulatory authority, will provide the Payment Bank, with a copy to the Company, with a detailed written notice of that and any additional information regarding the matter, as may be requested by the Payment Bank or the Company. Validity and Maturity Date: Except for any early redemption and/or early maturity of the obligations under the Debentures, provided in the Issue Indenture, the Debentures will be valid for two (2) years after the Issue Date, therefore, maturing March 3, 2019 ( Maturity Date ). Except for any early redemption and/or early maturity of the obligations under the Debentures, the Company is required to pay, on the Maturity Date, pay the Debentures at the balance of their Unit Face

5 Value plus Interest thereon and any overdue and unpaid sums, calculated as provided in the Issue Indenture. (xxii) (xxiii) (xxiv) Payment of the Unit Face Value: Without prejudice to the payment resulting from an early redemption and/or early maturity of the obligations under the Debentures, as provided in the Issue Indenture, the Unit Face Value of the Debentures will be settled in three (3) payments as follows: (a) 25,0000% of the Unit Face Value payable on June 3, 2018; (b) 50,0000% of the Unit Face Value payable on December 3, 2018, and (c) 25,0000% of the Unit Face Value payable on March 3, 2019 (each of the payment dates, a Amortization Date ). Interest: Debenture Unit Face Value will not be monetarily adjusted. On the Debenture Unit Nominal Value or balance of Debenture Unit Face Value, as the case may be, will accrue interest of 107.5% of the aggregate variation of 1-Day Interbank Deposits, over extra group, the average daily rates for 252-Business Day year, calculated and published daily by the CETIP in newsletter available at its website ( ( Interest ). The Interest will be calculated exponentially and cumulatively pro rata temporis based on the number of Business Days elapsed, for 252-business day year, from the first Payment Date or the interest payment date ( Interest Payment Date ) or immediately preceding Interest Payment Date, as the case may be, to the following Interest Payment Date. Interest will be calculated using the formula included in the Issue Indenture and paid quarterly on June 3, 2017; September 3, 2017, December 3, 2017, March 3, 2018; June 3, 2018; September 3, 2018; December 2, 2018; March 3, 2019, according to the schedule contained in Issue Indenture Optional Early Redemption: At its sole discretion and at any time after September 3, 2018, and upon 3-business day prior notice (i) to Debenture Holders (by having announcement published as provided in Clause 4.19 or individually (i) to all Debenture Holders, with a copy to the Trustee), (ii) to the Trustee, (iii) to the Registry Agent, (iv) to the Payment Bank, and (v) to CETIP, of the effective date of event concerned, the Company may proceed with the early redemption of all, and nothing but all, the Debentures and cancel then them, by paying the outstanding balance of the Unit Face Value plus Interest calculated pro rata temporis from the first Payment Date or immediately preceding Interest Payment Date, as the case may be, to the effective date of payment plus a premium on the Redeemed Amount of: fifty hundredths percent (0,50%) per annum, if the early redemption of all Debentures occurs as from September 3,2017, and until March 3, 2018, inclusive; and (ii) twenty five hundredths percent (0,25%) per annum, if the early redemption of all debentures occurs as from March 3, for the purpose of calculating said premium, Early Redeemed Amount means the outstanding balance of the Debenture Unit Face Value plus Interest calculated pro rata temporis from the first Payment Date or immediately preceding Interest Payment Date, as the case may

6 be, to the effective date of payment -, calculated using the formula set forth in the Issue Deed. (xxv) (xxvi) Offer of Early Redemption: Notwithstanding the provision set forth above, at its sole discretion and at any time, the Company may offer to redeem early the Debentures and then cancel them, upon notice to all Debenture Holders, without any distinctions, provided that all Debenture Holders are offered the same conditions to adhere to the offered early redemption of Debentures they hold, in accordance with the terms and conditions set forth in the Issue Indenture. Optional Acquisition: At any time, the Company may acquire Debentures, subject to the provisions of article 55(3) of the Brazilian Corporation Law; articles 13 and 15 of CVM Instruction n. 476; and applicable CVM rules. Such acquisition, if so required under current legal and regulatory provisions, will be disclosed in management reports and Company s financial statements. At the discretion of the Company, the Debentures acquired thereby may be canceled, held as treasury debentures, or placed again on the market. On the Debentures acquired by the Company to be held as treasury debentures as provided in this clause, if and when placed again on the market, will accrue the same Interest as the other Debentures. (xxvii) Events of Early Maturity: Subject to the curing terms individually set in each event in each event of early maturity, when applicable, regardless of notice, notification, or communication, the Trustee will, in accordance with the terms to be in the Issue Indenture, declare immediately due and payable all the Company s obligations under the Debentures and will compel the Company to pay immediately the Unit Face Value or balance of the Unit Face Value plus Interest, calculated pro rata temporis from the first Payment Date or immediately preceding Interest Payment Date to the effective date of payment, in accordance with the provisions of the Issue Indenture, of the Default Charges, if any, and any other sums the Company may owe under the Issue Indenture, on the date the occurrence of any such event of early maturity listed in the Issue Indenture comes to its attention. (xxviii) Allocation of Funds: The proceeds from the Offering will be used entirely as capital increase to meet working capital requirements and, potentially, repay of debt. (xxix) Distribution, Trading, and Electronic Custody: The Debentures will be kept for (i) distribution on the primary market via MDA - Asset Distribution Module ( MDA ), managed and operated by CETIP, with payment being made through CETIP; and (ii) trading on the secondary market via CETIP21 - Títulos ( CETIP21 ), managed and operated by CETIP. The trading shall be financially settled, and the Debentures shall remain in the electronic custody of CETIP;

7 (xxx) (xxxi) Placement of Debentures: The Debentures will be distributed through a public restricted distribution, as defined in CVM Instruction n. 476, with standby underwriting for the Total Issue Amount, arranged by financial institution accredited to operate in the securities distribution system ( Lead Arranger ) pursuant to an Agreement for the Arrangement, Restricted Placement, and Public Distribution of Nonconvertible, Unsecured Debentures in a Single Series with Standby Underwriting of the 1 st (first) Issuance of CVC Brasil Operadora e Agência de Viagens S.A., to be entered into by and between the Company and the Lead Arranger ( Distribution Agreement ). Other characteristics and approval of the Issue Indenture: The other characteristics and conditions of the Indenture and Debentures will be those specified in the Issue Indenture. 6.2 To give authorization so that the Company s Executives can perform all acts, take all necessary measures and steps to: (a) negotiate and engage financial institution(s) in the securities distribution system, any arrangers, legal advisors, and service providers as may be required to implement the Issue and the Offering, such as Registry Agents, Payment Banks, CETIP, Trustees, among others, and to that end, the Executives may negotiate and execute the respective agreements and any amendments thereto; (b) negotiate, enforce, and oversee the implementation of the resolutions passed herein in connection with the Issue and the Offering, as well as execute any and all agreements related to the Issue and the Offering, including amendments thereto; and (c) establish any additional conditions, take all actions and sign any documents as may be necessary to enforce the resolutions passed under item 6.1 above. 6.3 To ratify all the actions previously taken by the Company s Executives and appropriate attorney-in-fact in relation to the above resolutions, to the Indenture and Offering. 6.4 The Company s Executives are hereby authorized to execute any or all agreements related to the Indenture and the Offering and take all necessary measures in relation to the raising of funds, including the execution of eventual amendments, provided that such amendments are in accordance with at least the conditions herein approved. 7 Closing: There being no further business to discuss, the meeting of the Board of Directors was adjourned, and these minutes were drawn up, read and approved, and signed by all those present. Chair: Luiz Eduardo Falco Pires Correa (Chairman) and Elton Flávio Silva de Oliveira (Secretary). Directors: Guilherme de Jesus Paulus, Luiz Eduardo Falco Pires Correa, Pedro Barcellos Janot Marinho, Silvio Jose Genesini Junior, Marília Artimonte Rocca and Henrique Teixeira Alvares. I certify this is a true and exact copy of the Minutes drawn up in the proper Book. Santo André, February 21, 2017.

8 Elton Flávio Silva de Oliveira Secretary