Minutes of the Extraordinary Shareholders' Meeting - 10:00 a.m
06/18/2021 | 04:13pm EDT
VALID SOLUÇÕES S.A.
Company Registry (NIRE): 33.3.0027799-4
Corporate Taxpayer's ID (CNPJ/ME): 33.113.309/0001-47
MINUTES OF THE EXTRAORDINARY SHAREHOLDERS' MEETING
HELD ON JUNE 18, 2021
DATE, TIME AND VENUE: June 18, 2021, at 10:00 a.m., in a digital format only, as per article 4, paragraph 2, item I and article 21-C, paragraphs 2 and 3 of CVM Instruction 481/09, through the Ten Meetings digital platform ("Digital Platform").
CALL NOTICE: The call notice was published in the Rio de Janeiro State Official Gazette and Valor Econômico newspaper on May 19, 20 and 21, 2021.
QUORUM AND ATTENDANCE: Shareholders representing 48% of the voting capital attended the meeting, as per the signatures in the Shareholders' Attendance Book, as well as per the voting forms received by the Company through the central depository of B3 S.A. - Brasil, Bolsa, Balcão (B3), the bookkeeping agent of the shares issued by the Company, or directly by the Company, reaching the necessary quorum to install the Extraordinary Shareholders' Meeting.
PRESIDING: Chair: Sidney Levy; and Secretary Maria Isabel Tavares.
PREVIOUS RELEASES AND PUBLICATIONS: The management proposal was previously made available on May 18, 2021, on the websites of the Brazilian Securities and Exchange Commission (CVM) and B3, and the Company's Investor Relations page, on May 18, 2021. The consolidated summarizing remote voting map, consolidating the voting instructions received by the custody agents, central depository, bookkeeping agent, and directly by the Company, were made available on June 17th, 2021 on the websites of the Brazilian Securities and Exchange Commission (CVM) and B3, and the Company's Investor Relations page.
READING OF DOCUMENTS AND DRAWING UP OF THE MINUTES: As soon as the Meeting began, the consolidated summarized remote voting map made available on June 17th, 2021 was read'. Following the reading, the attending shareholders waived the reading of the other documents related to the matters on the agenda and authorized the drawing up of the minutes in summary form, as well as their publication omitting the shareholders' signatures. Finally, it was recorded that any votes, abstentions, protests, and dissenting votes presented will be received, numbered, and certified by the Presiding Board, and filed at the Company's headquarters, as per paragraph 1 of article 130 of Law 6,404/76.
AGENDA: To resolve on:
The proposal to grant and improve the secured fiduciary assignment on the linked account with restricted movement by the Company ("Linked Account"), as well as on all resources deposited and held in the Linked Account and assets held by the Company regarding the permitted investments linked to the Linked Account
("Fiduciary Assignment") under the 8th Issue of Simple, Unsecured Debentures Not Convertible into Shares, to be converted into Secured Debentures, in two (2) Series ("Debentures"), for Public Distribution with Restricted Efforts of the Company ("Issue"), as guarantee of faithful and timely payment of the obligations contracted by the Company on Issue;
The proposal for changing the type of Debentures from unsecured to secured;
Ratify the acts already taken by the Company's management to carry out the Issue; and
Authorize the Company's management to take all the acts necessary to implement the resolutions above, including, without limitation, the execution of agreements and other instruments for the granting and improvement of the Fiduciary Assignment and to change the type of Debentures from unsecured to secured, including an amendment to the Indenture of the Issue.
RESOLUTIONS: After analyzing and discussing the matters on the Agenda, the attending shareholders:
approve by a majority vote, as per the voting map inExhibit I hereto, the granting and improvement of the secured fiduciary assignment on: (a) all current or future receivables owned by the Company regarding the Linked Account 52.028-6, branch 8451, held at Itaú Unibanco S.A. ("Depository Bank"), with the transactions of which being allowed to be carried out only by the Depository Bank, constituted so that the amount corresponding to 25% (twenty-five percent) of the Balance of the Debentures ("Guaranteed Amount") in favor of the Debenture holders, including any and all amounts deposited on May 17th, 2021, as well as any and all amounts to be deposited and/or maintained in the Linked Account, including funds that may be in transit or in bank clearing, as well as all rights, current or future, held and to be held by the Company as a result of the amounts deposited or to be deposited in the Linked Account; and (b) all assets, current or future, held and to be held by the Company at any time in relation to the permitted investments linked to the Linked Account (the credit rights of items "a" and "b" above, together, the "Assigned Assets"), including (without limitation) resources, rights, income, additions, privileges, preferences, prerogatives, shares and claims related thereto, present or future under the Issue, as a guarantee of faithful and timely payment of the obligations contracted by the Company in the Debentures Issue, through the execution of the "Fiduciary Assignment Agreement of Credit Rights and Other Covenants" ("Fiduciary Assignment Agreement");
approve by a majority vote, as per the voting map inExhibit I hereto, the conversion of Debentures from unsecured to secured;
approve by a majority vote, as per the voting map inExhibit I hereto, the ratification of the acts already taken by the Company's management to carry out the Issue;
approve by a majority vote, as per the voting map inExhibit I hereto, the authorization to the Company's management to take all the acts necessary to implement the resolutions
above, including, without limitation, the execution of agreements and other instruments for the granting and improvement of the Fiduciary Assignment and conversion of Debentures from unsecured to secured, including, without limitation, an amendment to the Indenture of the 8th Issue of Simple, Unsecured Debentures Not Convertible into Shares to be Converted to Secured Debentures, in Two (2) Series, for Public Distribution with Restricted Efforts of the Company, and the execution, and respective registration in the competent notary's offices, of the Fiduciary Assignment Agreement.
CLOSURE: There being no further matter to address, and as none of the attending Board members took the floor, the meeting was adjourned for the drawing up of these minutes, which were read, approved, and signed by the attending Board members.
Rio de Janeiro, June 18, 2021.
Maria Isabel Tavares
Shareholders present through remote voting form:
ALASKA 100 ICATU PREV FIFE FIM, ALASKA BLACK ADVISORY XP SEGUROS FIFE PREVIDENCIA, Alaska Black Institucional FIA, Alaska Black Master FIA, ALASKA PERMANENT FUND, ALASKA POLAND FIA BDR NIVEL 1, Alaska Previdência Master FIM, Alaska Range FIM, ALLIANZ GL INVESTORS GMBH ON BEHALF OF ALLIANZGI-F, AMERICAN CENTURY ETF TRUST - AVANTIS EMERGING MARK, AMERICAN CENTURY ETF TRUST - AVANTIS EMERGING MARK, AMERICAN ELECTRIC POWER MASTER RETIREMENT TRUST, AMERICAN ELETRIC POWER SYSTEM RETIREE MEDICAL TRUS, AMERICAN HEART ASSOCIATION, INC., BATTELLE MEMORIAL INSTITUTE, BRADESCO FIA MASTER SMALL CAP, BRADESCO H FIA SMALL CAPS, BT WHOLESALE MULTI- MANAGER INTERNATIONAL SHARE FUN, CAPE ANN GLOBAL DEVELOPING MARKETS FUND, CEDAR STREET EMERGING MARKETS VALUE FUND, L.P., CEDAR STREET INTERNATIONAL SMALL CAP FUND L.P., CITY OF LOS ANGELES FIRE AND POLICE PENSION PLAN, CITY OF NEW YORK GROUP TRUST, DIMENSIONAL EMERGING MKTS VALUE FUND, EMER MKTS CORE EQ PORT DFA INVEST DIMENS GROU, ES RIVER AND MERCANTILE GLOBAL HIGH ALPHA FUND, ES RIVER AND MERCANTILE GLOBAL RECOVERY FUND, JATLAN FUNDO DE INVESTIMENTO EM ACOES, LGIASUPER TRUSTEE, LRI CAPITAL MANAGEMENT SA ON BEHALF OF 3J FUND - A, LSV EMERGING MARKETS SMALL CAP EQUITY FUND, LP, MACKENZIE EMERGING MARKETS SMALL CAP FUND, MACKENZIE EMERGING MARKETS SMALL CAP MASTER FUND (, MANAGED PORTFOLIO SERIES INTERNATIONAL SHARES FUND, MILLTRUST INTERNATIONAL INVESTMENTS SPC, NEW YORK STATE COMMON RETIREMENT FUND, NORGES BANK, OREGON PUBLIC EMPLOYEES
RETIREMENT SYSTEM, PUBLIC EMPLOYEES RETIREMENT SYSTEM OF OHIO, QUEENSLAND INVESTMENT TRUST NO.2, SHELL TR (BERM) LTD AS TR O SHELL OV CON P F, SPDR SP EMERGING MARKETS SMALL CAP ETF, THE BOARD OF.A.C.E.R.S.LOS ANGELES,CALIFORNIA, THE CAPE ANN (IRELAND) TRUST, THE DFA INV T CO ON BEH ITS S THE EM SLL CAPS, THE HEALTH FOUNDATION, THE SHELL CONTRIBUTORY PENSION FUND, THE WESTPAC WHOLESALE UNHEDGED INTERNATIONAL SHARE, UNIVERSAL INVEST LUXEMBOURG SA ON BEHALF OF UNIVES, UTAH STATE RETIREMENT SYSTEMS, WEST YORKSHIRE PENSION FUND, WSSP INTERNATIONAL EQUITIES TRUST
Shareholders present through the Ten Meetings Digital Platform:
IVAN MURIAS DOS SANTOS, By Proxy: Sidney Levy - FHS FUNDO DE INVESTIMENTO EM AÇÕES NO EXTERIOR, LAB FUNDO DE INVESTIMENTO EM AÇÕES NO EXTERIOR
In Extraordinary Shareholdre's Meeting
Number of shares
In favor (Yes)
% of Share
% Of Share
% Of Share
1. To resolve on the granting and improvement of a collateral security in the form of fiduciary assignment over the
Companys restricted linked account ("Linked Account"), in addition to all funds deposited and maintained in the Bound
AccountLinked Account and assets held by the Company in relation to the allowed investments linked to the Bound
AccountLinked Account ("Fiduciary Assignment") in the scope of the 8th Issue of Simple, Unsecured, Non-Convertible
Debentures, Non Convertible into Shares, unsecured, to be converted into Type with Real Guarantee, in 2 (two) Series
("Debentures"), for Public Distribution with the Companys Restricted Efforts ("Issue"), as guarantee of the faithful and
punctual payment of the obligations contracted by the Company in the Issue.
2. Approval the conversion of the Debentures type from unsecured to secured.
3. Ratify the acts already undertaken by the Companys management to carry out the Issue.
4. To authorize the Companys management to perform all necessary procedures to implement the above resolutions,
including, without limitation, the execution of agreements and other instruments for granting and improving the
Fiduciary Assignment and for converting the type of Debentures from unsecured to secured, including an amendment