VALID | Call Notices


CALL NOTICES

ANNUAL AND EXTRAORDINARY SHAREHOLDERS’ MEETING

The shareholders of VALID SOLUÇÕES E SERVIÇOS DE SEGURANÇA EM MEIOS DE PAGAMENTO E IDENTIFICAÇÃO S.A. (“Company”) are hereby convened to attend the Annual and Extraordinary Shareholders’ Meeting (“AESM”), to be held on April 26, 2018, at the Company’s Corporate Center, located at Avenida Presidente Wilson, nº 231, 16º andar, Centro, Rio de Janeiro, RJ, to resolve on the following matters of the Agenda:

a) At the Annual Shareholders’ Meeting, at 10 a. m. :

(1) Assess the accounts of the Management, examine, discuss and vote on the Management’s report and on the financial statements for the fiscal year ended on December 31, 2017.

(2) Resolve on the proposal for the allocation of the net profit for the fiscal year ended on December 31, 2017, and the distribution of dividends, ratifying the payments already made through resolutions of the Board of Directors, ad referendum of the Annual Shareholders’ Meeting.

(3) Establish the annual and overall compensation for the members of the Board of Directors and of the Executive Board for the 2018 fiscal year.

(4) Elect the members of the Fiscal Council.

(5) Establish the annual and overall compensation for the members of the Fiscal Council for the 2018 fiscal year.

b) At the Extraordinary Shareholders’ Meeting, at 10 a.m. :

(6) Resolve on the proposed amendment and due consolidation of the Company’s Bylaws.

(7) Resolve on the proposed amendment to the term of the Company’s Long-Term Incentive Plan approved at the Annual and Extraordinary Shareholders’ Meeting held on April 28, 2017.

EXTRAORDINARY SHAREHOLDERS’ MEETING

a) At the Extraordinary Shareholders’ Meeting, at 11 a.m. :

(1) Resolve on the proposed amendment of the corporate name of the Company, amendment of the Bylaws to reflect the said amendment and due consolidation of the Company’s Bylaws.

All documents concerning the matters to be resolved at AESM / ESM are available to the shareholders at the Company’s Corporate Center, on its Investor Relations website (http://ri.valid.com/pt-br/), as well as on the websites of B3 (www.bmfbovespa.com.br) and of the Brazilian Securities and Exchange Commission (www.cvm.gov.br). General Information: To attend the Meeting, the shareholders, their legal representatives and proxies must comply with the provisions of Article 126 of Law 6.404/76 and Article 10, Paragraph 5 of the Bylaws, submitting the documents below, preferably forty-eight (48) hours in advance, together with the identity card and/or corporate documents evidencing the legal representation, as applicable: (i) a statement issued by the depositary institution no more than five (5) days before the date of the AESM / ESM; (ii) the power of attorney with the grantor’s signature duly notarized; (iii) for shareholders in the fungible custody of registered shares, the statement with the respective shareholding, issued by the due institution. To facilitate and encourage the participation of its shareholders, the Company reports that it will adopt the remote voting system, pursuant to CVM Instruction 481/09, as amended, Thus, its shareholders may send their Voting Forms through their custody agent, through the bookkeeping agent of the Company’s shares or directly to the Company, pursuant to the procedures established in the Management’s Proposal. Pursuant to Article 21-L of CVM Instruction 481/09, any shareholder with an interest equal to or greater than 1.5% of the share capital of the Company may request the inclusion of candidates for the Fiscal Council in the Voting Form up to twenty-five (25) days before the date of the AESM. As provided for in Paragraph 7 of Article 34 of the Bylaws, if any shareholder wishes to appoint one or more representatives to become part of the Fiscal Council, who are not members of its latest structure, this shareholder must notify the Company in writing, five (5) days before the date the AESM, submitting the name, qualification and complete curriculum of the candidates. All documents must be delivered to the Company’s Corporate Center, at Av. Presidente Wilson, No. 231, 16º andar, in the City of Rio de Janeiro, State of Rio de Janeiro, CEP: 20030-905, with the reference “2018 Annual and Extraordinary Shareholders’ Meeting”, to the Department of Investor Relations.

For more information, please contact our Investor Relations Department.

Click here for the Call Notice for the AESM at 10 a. m.

Click here for the Manual of Participation in the AESM. (currently only in Portuguese. The translation will be available until the end of the week on the Company’s website).

Click here for the Call Notice for the ESM at 11 a. m.

Click here for the Manual of Participation in the ESM. (currently only in Portuguese. The translation will be available until the end of the week on the Company’s website