1.0 - Identification of persons in charge - Mziq

TEXT - 51295479v18 10049.74

1.0 - Identification of persons in charge

Name of person responsible for the content of the form

Marco Tulio de Carvalho Oliveira

Title of person in charge Chief Financial and Investors Relations Officer

Name of person responsible for the content of the form

Luis Fernando Memoria Porto

Title of person in charge Chief Executive Officer

TEXT - 51295479v18 10049.74

STATEMENT

FOR PURPOSES OF ITEM 1.1 OF THE REFERENCE FORM

LUIS FERNANDO MEMORIA PORTO, Brazilian, single, manager, bearer of the Identity

Card No. MG 5.437.158 (SSP/MG), enrolled with the CPF/MF (Individual Taxpayer's

Register of the Ministry of Finance) under No. 915.133.326-00, resident and domiciled

in the City of Belo Horizonte, State of Minas Gerais, with business address at Rua

Amoroso Costa, 348, CEP (ZIP Code) 30350-570, in the City of Belo Horizonte, State of

Minas Gerais, as Chief Executive Officer of COMPANHIA DE LOCAÇÃO DAS

AMÉRICAS, a joint stock company located in the City of São Paulo, State of São Paulo,

at Alameda Santos, 438, CEP 01418-000, enrolled with the CNPJ/MF (National

Corporate Taxpayer's Register of the Ministry of Finance) under No. 10.215.988/0001-

60 ("Company” or "Unidas"), for the purposes of item 1.1 of the Company's Reference

Form, states that he has: (i) reviewed the Reference Form; (ii) all information contained

in the Form comply with the provisions of CVM Instruction No. 480, especially articles 14

through 19; and (iii) the set of information therein is a true, accurate and complete picture

of the Company's economic and financial situation and the risks inherent in its activities

and the securities issued by it.

___________________________________________

LUIS FERNANDO MEMORIA PORTO

Chief Executive Officer

TEXT - 51295479v18 10049.74

STATEMENT

FOR PURPOSES OF ITEM 1.1 OF THE REFERENCE FORM

MARCO TÚLIO DE CARVALHO OLIVEIRA, Brazilian, married, actuary, bearer of the

Identity Card No. 7.154.958, issued by DETRAN/MG, enrolled with the CPF/MF under

No. 059.505.066-26, resident and domiciled in the City of Belo Horizonte, State of Minas

Gerais, with business address at Alameda Santos, 438, CEP 01418-000, in the City of

São Paulo, State of São Paulo, as Chief Financial and Investors Relations Officer of

COMPANHIA DE LOCAÇÃO DAS AMÉRICAS, a joint stock company located in the

City of São Paulo, State of São Paulo, at Alameda Santos, 438, CEP 01418-000,

enrolled with the CNPJ/MF under No. 10.215.988/0001-60 ("Company" or "Unidas"), for

the purposes of item 1.2 of the Company's Reference Form, states that he has: (i)

reviewed the Reference Form; (ii) all information contained in the Form comply with the

provisions of CVM Instruction No. 480, especially articles 14 through 19; and (iii) the set

of information therein is a true, accurate and complete picture of the Company's

economic and financial situation and the risks inherent in its activities and the securities

issued by it.

___________________________________________

MARCO TÚLIO DE CARVALHO OLIVEIRA

Chief Financial and Investors Relations Officer

TEXT - 51295479v18 10049.74

1.3. DECLARATION BY THE CHIEF EXECUTIVE OFFICER/INVESTOR RELATIONS

OFFICER

Not applicable. The statements of the Chief Executive Officer and Investor Relations Officer are already described in item 1.1. above.

TEXT - 51295479v18 10049.74

2.1/2.2 - Identification and Remuneration of Auditors

Does it have an auditor? YES CVM Code 287-9

Type of auditor National

Name/Corporate Name PricewaterhouseCoopers Auditores Independentes

CPF/CNPJ 61.562.112/0005-54

Service provision commenced on 3/31/2016

Description of the retained service Fiscal Year 2019

1. Audit of the individual and consolidated financial statements of Companhia de Locação das Américas for the year to end on December 31, 2019, and quarterly review for the quarters ended on 03/31/2019, 06/30/2019, and 09/30/2019, prepared in accordance with BRGAAP and IFRS; and

2. Reasonable assurance of pro forma financial information and issuance of a comfort letter. Fiscal Year 2018

1. Audit of the individual and consolidated financial statements of Companhia de Locação das Américas for the year ended December 31, 2018 and quarterly review for the quarters ended 03/31/2018, 06/30/2018 and 09/30/2018 prepared in accordance with BRGAAP and IFRS;

2. Tax review related to corporate reorganization; 3. Due diligence related to company acquisition processes during fiscal year 2018. 4. Reasonable assurance of the pro forma financials and issuance of a comfort letter.

Fiscal Year 2017

1. Audit of the individual and consolidated financial statements of Companhia de Locação das Américas for the year ended December 31, 2017 and quarterly review for the quarters ended 03/31/2017, 06/30/2017 and 09/30/2017 prepared in accordance with BRGAAP and IFRS;

2. Audit of the individual and consolidated financial statements of Auto Ricci S.A. for the year ended December 31, 2017, prepared in accordance with BRGAAP and IFRS; and

3. Due diligence related to company acquisition processes during fiscal year 2017. Fiscal Year 2016

1. Audit of the individual financial statements of Companhia de Locação das Américas for the year ended December 31, 2016 and quarterly review for the quarters ended 03/31/2016, 06/30/2016 and 09/30/2016, prepared in accordance with BRGAAP and IFRS; and

2. Tax review associated with the receipt of invoices.

TEXT - 51295479v18 10049.74

Total amount of the remuneration of the independent auditors, segregated by service

Fiscal Year 2018

1. Audit of the individual and consolidated financial statements of Companhia de Locação das Américas for the year ended December 31, 2018, and quarterly review for the quarters ended 03/31/2018, 06/30/2018, and 09/30/2018, prepared in accordance with BRGAAP and IFRS - R$ 1,236 thousand.

2. Tax review related to corporate reorganization - R$ 246.5 thousand. 3. Audits ("Due diligence") related to companies acquisition processes during fiscal year 2018 - R$ 437.3 thousand. 4. Reasonable assurance of the pro forma financials and issuance of a comfort letter - R$ 1,201 thousand.

Replacement justification Not applicable

TEXT - 51295479v18 10049.74

Reason presented by the auditor in case of disagreement with the issuer's justification

Name of Chief Auditor Period of service provision

Individual Taxpayer’s Register (CPF)

Address

Carlos Augusto da Silva 03/31/2016 to 12/31/2016 507.225.816-53 Rua dos Inconfidentes, 911, 18th floor, Funcionários

Belo Horizonte, MG, Brazil, CEP 30140-120

Telephone (31) 3269-1525, email: [email protected]

Guilherme Campos e Silva 01/01/2017 to 12/31/2018 714.114.966-04 Rua dos Inconfidentes, 911, 18th floor, Funcionários



Fábio Abreu de Paula 01/01/2019 935.194.436-00 Rua dos Inconfidentes, 911, 18th floor, Funcionários



mailto:[email protected]


2.3. Provide other information that issuer deems relevant.

There is no other relevant information not described in this Reference Form.

3.1 - Financial Information - Consolidated

(Reais) Period ended on

(09/30/2019) Fiscal Year



(12/31/2016)

Shareholders' Equity 2,712,689,000.00 2,565,546,000.00 483,281,000.00 300,893,000.00

Total Assets 9,309,027,000.00 8,744,518,000.00 2,394,602,000.00 1,329,217,000.00

Rec. Net/Rec. Intermed. Fin./Prem. Ins. Earnings 3,537,662,000.00 2,917,195,000.00 1,094,614,000.00 754,714,000.00

Gross Income 962,833,000.00 884,273,000.00 321,836,000.00 218,917,000.00

Net Income 242,142,000.00 189,202,000.00 60,598,000.00 28,907,000.00

Number of Shares, former Treasury (Units) 446,972,000 440,134,545 242,839,866 191,644,449

Book Value of Share (Reais Unit) 6.06903564 5.82900395 1.99012217 1.57005852

Basic Earnings per Share 0.54173863 0.42987310 0.24953893 0.15083662

Diluted Earnings per Share 0.53 0.42 0.24 0.15

3.2 - Non-GAAP measures The consolidated indicators are presented below: (i) EBITDA a. Value of non-GAAP measures EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) is a non-GAAP measure used to assess the cash flow generated by a company, prepared in accordance with CVM Instruction No. 527, of October 4, 2012 ("CVM Instruction 527"). EBITDA consists of net income (loss) for the fiscal year plus financial income, income tax (IR) and social contribution on net income (CSLL), depreciation and amortization.

EBITDA margin is calculated by the EBITDA divided by the total net revenue.

(In R$ thousands, except percentages) 09/30/2019* 12/31/2018* 12/31/2017* 12/31/2016 **

EBITDA*** 941,121 840,714 361,341 248,826 EBITDA Margin**** 26.6% 28.8% 33.0% 33.0%

* Refer to the consolidated financial statements of the Company ("Financial Statements"). The Company started to consolidate

the financial information of Auto Ricci S.A. as from the merger by the Company of the shares issued by Auto Ricci S.A., on

May 11, 2017, becoming a wholly-owned subsidiary of the Company, being subsequently merged into. Prior to such event,

the Company had no subsidiaries and, therefore, had no consolidated financial statements. In addition, the financial income

arising from the merger by the Company of shares issued by Unidas S.A., which became a wholly-owned subsidiary of the

Company as of March 9, 2018, and subsequently the financial income arising from the merger by the Company of shares

issued by Unidas Agro Locação de Veículos S.A., which became a wholly-owned subsidiary as of January 31, 2019, are now

consolidated in the Company's Financial Statements. For further information on the merger of shares issued by Auto Ricci

S.A. by the Company, the merger of Auto Ricci S.A. into the Company, the merger of shares issued by Unidas S.A. by the

Company, and the merger of the shares issued by Unidas Agro Locação de Veículos S.A. by the Company, see item 15.7 of

this Reference Form.

** Refer to the individual financial statements of the Company.

*** For further information on the IFRS adoption (including the estimated impact in the net income and in the EBITDA) see

note 2.3.2 of the Company’s financial statements related to the quarter ended September 30, 2019 and note 2.19.2 of the

Company’s financial statements related to the fiscal year ended December 31, 2018.

**** EBITDA divided by total net revenue.

b. Reconciliations between the amounts disclosed and the amounts of the audited financial statements: The table below shows the reconciliation between EBITDA and the net income (loss) disclosed in our financial statements and quarterly financial information and our EBITDA Margin for the nine-month period ended September 30, 2019, and the years ended December 31, 2016, 2017, and 2018:

09/30/2019* 12/31/2018* 12/31/2017*

12/31/2016 **

(In R$ thousands, except percentages)

Net income 242,142 189,202 60,598 28,907

(+) Net financial expenses 282,988 304,384 142,936 114,504

(+) IR / CSLL 64,745 52,924 20,257 6,914

(+) Depreciation and amortization 351,246 294,204 137,550 98,501

EBITDA*** 941,121 840,714 361,341 248,826

Total net revenue 3,537,662 2,917,195 1,094,614 754,714

EBITDA Margin**** 26.6% 28.8% 33.0% 33.0%

* Refer to consolidated Financial Statements. The Company started to consolidate the financial information of Auto Ricci S.A.

as from the merger by the Company of the shares issued by Auto Ricci S.A., on May 11, 2017, becoming a wholly-owned

subsidiary of the Company, being subsequently merged into. Prior to such event, the Company had no subsidiaries and,

therefore, had no consolidated financial statements. In addition, the financial income arising from the merger by the Company

of shares issued by Unidas S.A., which became a wholly-owned subsidiary of the Company as of March 9, 2018, and

subsequently the financial income arising from the merger by the Company of shares issued by Unidas Agro Locação de

Veículos S.A., which became a wholly-owned subsidiary as of January 31, 2019, are now consolidated in the Company's

Financial Statements. For further information on the merger of shares issued by Auto Ricci S.A. by the Company, the merger

of Auto Ricci S.A. into the Company, the merger of shares issued by Unidas S.A. by the Company, and the merger of the

shares issued by Unidas Agro Locação de Veículos S.A. by the Company, see item 15.7 of this Reference Form.


*** For further information on the IFRS adoption (including the estimated impact in the net income and in the EBITDA) see

note 2.3.1 of the Company’s financial statements related to the quarter ended September 30, 2019 and note 2.19.2 of the

Company’s financial statements related to the fiscal year ended December 31, 2018..

**** EBITDA divided by total net revenue.

c. For this reason such measure is deemed the most appropriate for the correct understanding of the Company's financial condition and operating results. Our EBITDA is reconciled with our financial statements based on the net income for the year, adjusted by the net financial expenses, income tax and social contribution on net income and by the costs and expenses with depreciation and amortization. We use EBITDA to measure our performance, and some investors, rating agencies and financial analysts use it as an indicator of our operating performance and our cash flow. EBITDA is a non-GAAP measurement prepared by our management and reconciled with our financial statements, and is not a measure of financial performance under BR GAAP or IFRS. EBITDA should not be taken into consideration separately or as a substitute for net income or operating income, it does not measure the cash flow, liquidity or capacity to repay our debt, but it serves as an indicator of our overall economic performance, which is not affected by fluctuations in interest rates, changes in the burden of income tax and social contribution, or depreciation and amortization levels. In addition, EBITDA presents limitations that impair its use as a measure of our profitability or operating performance, as it does not consider the costs of depreciation of our fleet, which significantly affect our net income. (ii) Adjusted EBITDA a. Value of non-GAAP measures Adjusted EBITDA is a non-accounting measurement prepared by us, which consists of EBITDA plus (i) payment expenses based on stock option and (ii) non-recurring items related to the acquisition of companies. The Adjusted EBITDA Margin is calculated by the Adjusted EBITDA divided by the total net revenue.


09/30/2019*

12/31/2018* 12/31/2017*

12/31/2016 **

Adjusted EBITDA 951,337

895,636 362,931

249,525

Adjusted EBITDA Margin 26.9%

30.7% 33.2%

33.1%

* Refer to the consolidated financial statements of the Company. The Company started to consolidate the financial information

of Auto Ricci S.A. as from the merger by the Company of the shares issued by Auto Ricci S.A., on May 11, 2017, becoming

a wholly-owned subsidiary of the Company, being subsequently merged into. Prior to such event, the Company had no

subsidiaries and, therefore, had no consolidated financial statements. In addition, the financial income arising from the merger

by the Company of shares issued by Unidas S.A., which became a wholly-owned subsidiary of the Company as of March 9,

2018, and subsequently the financial income arising from the merger by the Company of shares issued by Unidas Agro

Locação de Veículos S.A., which became a wholly-owned subsidiary as of January 31, 2019, are now consolidated in the

Company's Financial Statements. For further information on the merger of shares issued by Auto Ricci S.A. by the Company,

the merger of Auto Ricci S.A. into the Company, the merger of shares issued by Unidas S.A. by the Company, and the merger

of the shares issued by Unidas Agro Locação de Veículos S.A. by the Company, see item 15.7 of this Reference Form.


b. Reconciliations between the amounts disclosed and the amounts of the audited financial statements:

The table below shows the reconciliation between net income (loss) for the EBITDA and the Adjusted EBITDA and our Adjusted EBITDA Margin for the nine-month period ended September 30, 2019, and the years ended December 31, 2018, 2017, and 2016:

09/30/2019* 12/31/2018* 12/31/2017*

12/31/2016 **


Net income 242,142 189,202 60,598 28,907

(+) Net financial expenses 282,988 304,384 142,936 114,504

(+) IR / CSLL 64,745 52,924 20,257 6,914

(+) Depreciation and amortization 351,246 294,204 137,550 98,501

EBITDA 941,121 840,714 361,341 248,826

Non-recurring expenses related to the acquisition of Unidas S.A.

49,078 Expenses with stock option 10,216 5,844 1,590 699

Adjusted EBITDA 951,337 895,636 362,931 249,525

Total net revenue 3,537,662 2,917,195 1,094,614 754,714

Adjusted EBITDA Margin 26,9% 30,7% 33,2% 33,1%












c. For this reason such measure is deemed the most appropriate for the correct understanding of the Company's financial condition and operating results.

Our Adjusted EBITDA consists of EBITDA plus (i) payment expenses based on stock option and (ii) non-recurring items related to the acquisition of companies. We use Adjusted EBITDA to measure our performance, and some investors, rating agencies, and financial analysts use it as an indicator of our operating performance and our cash flow in a scenario with acquisitions of the controlling interest of other companies. Adjusted EBITDA is a non-accounting measurement prepared by our management and is not a measure of financial performance under BR GAAP or IFRS. Adjusted EBITDA should not be taken into consideration individually or as a substitute for net income or operating income, it does not measure the cash flow, liquidity, or capacity to repay our debt, but it serves as an indicator of our overall economic performance, which is not affected by fluctuations in interest rates, changes in the burden of income tax and social contribution, or depreciation and amortization levels. In addition, the Adjusted EBITDA presents limitations that impair its use as a measure of our profitability or operating performance, as it does not consider the costs of depreciation of our fleet, which significantly affect our net income. (iii) Net debt a. Non-GAAP measurement value We calculate our net Debt based on the sum of all liabilities with financial institutions, represented in the financial statements by loans, financing, and debentures recorded in current liabilities and noncurrent liabilities, less amounts recorded as cash and cash equivalents, securities, and derivative financial instruments.

(In R$ thousands, except percentages) 09/30/2019* 12/31/2018* 12/31/2017* 12/31/2016 **

Net Debt 3,518,296 1,959,449 1,032,050 627,948

* Refer to consolidated financial statements. The Company started to consolidate the financial information of Auto Ricci S.A.

as from the merger by the Company of the shares issued by Auto Ricci S.A., on May 11, 2017, becoming a wholly-owned

subsidiary of the Company, being subsequently merged into. Prior to such event, the Company had no subsidiaries and,

therefore, had no consolidated financial statements. In addition, the financial income arising from the merger by the Company

of shares issued by Unidas S.A., which became a wholly-owned subsidiary of the Company as of March 9, 2018, and

subsequently the financial income arising from the merger by the Company of shares issued by Unidas Agro Locação de

Veículos S.A., which became a wholly-owned subsidiary as of January 31, 2019, are now consolidated in the Company's

Financial Statements. For further information on the merger of shares issued by Auto Ricci S.A. by the Company, the merger

of Auto Ricci S.A. into the Company, the merger of shares issued by Unidas S.A. by the Company, and the merger of the

shares issued by Unidas Agro Locação de Veículos S.A. by the Company, see item 15.7 of this Reference Form.


b. Reconciliations between the amounts disclosed and the amounts of the audited financial statements:

The table below shows the reconciliation between our Net Debt and the amounts disclosed in our financial statements and quarterly financial information and our EBITDA Margin for the nine-month period ended September 30, 2019, and the years ended December 31, 2016, 2017, and 2018:

In R$

thousand

09/30/2019* 12/31/2018* 12/31/2017* 12/31/2016 **

Current liabilities Loans, financing and debentures 120,431 298,687 220,923 115,648

Derivative financial liabilities 17,570 31,506 29,371 9,680 Noncurrent liabilities Loans, financing and debentures 4,275,395 3,594,154 1,212,482 707,975 Gross Debt 4,413,396 3,924,347 1,462,776 833,303

Cash and cash equivalents (680,508) (1,755,864) (402,489) (172,478) Securities (214,592) (209,034) (28,237) (32,877)

Net debt 3,518,296 1,959,449 1,032,050 627,948












c. For this reason such measure is deemed the most appropriate for the correct

understanding of the Company's financial conditions and operating results. Our officers understand that the net debt calculation, as shown above, is a non-GAAP measurement widely used in the financial market to raise funds, and represents our financial indebtedness more appropriately. Additionally, in respect of our indentures, we are subject to compliance with certain financial indexes (covenants) that use the net debt as a parameter. For further information on (i) the financial agreements executed by us, see item 10.1(f)(iv) of this Reference Form; (ii) the financial indexes (covenants) to which we are subject, see items 3.7 and 10.1(f)(iv) of this Reference Form. There is no standard definition for non-accounting measurement of the net debt, and our definition may be different from that used by other companies. Net debt is neither a measure of indebtedness under BR GAAP and IFRS, nor a measurement of our cash flows, liquidity or funds available to our debt service.

(iv) Return on Invested Capital - ROIC

a. Value of non-GAAP measures

Return On Invested Capital (ROIC) is the rate of return on invested capital. It is calculated by dividing the Net Operating Profit After Tax ("NOPAT") by the invested capital. NOPAT is equal to earnings before taxes and financial income ("EBIT") deducted by income tax and social contribution calculated at the effective rate. Invested capital consists of the average of the sum of the balance of vehicles and accessories belonging to the Group's fleet and the working capital balance (consisting of the balance of "accounts receivable", "vehicles in demobilization for fleet renewal", "vehicles for resale", "suppliers", and "salaries and charges payable") during the measured period.

(In R$ thousands, except percentages) 09/30/2019*

ROIC 11.7% * Refers to the annual calculation of ROIC based on historical data for the nine-month period ended September 30, 2019.

b. Reconciliations between the amounts disclosed and the amounts of the audited

financial statements: The table below sets forth the reconciliation between ROIC and amounts disclosed in our quarterly financial information for the nine-month period ended September 30, 2019:

09/30/2019

Consolidated earnings before net financial

income and taxes ("EBIT") (a) 589,875*

(a) annualized 786,500

Income tax and effective income tax rate for the

nine-month period in 2019 21.1%**

(-) Income tax and social contribution calculated at

the effective tax rate (b) (165,931)

(=) NOPAT ("Net Operating Profit After Taxes")

(a – b) = (c) 620,569

(/) Invested Capital (d) 5,300,706***

(=) ROIC ("Return on Invested Capital") (c / d) 11.7%****

* Refer to the Company's consolidated financial statements as of September 30, 2019. ** Refers to the division of income tax and social contribution by the profit before tax for the nine-month period ended September 30, 2019. *** Average sum of the monthly balance of vehicles and accessories plus monthly working capital (consisting of accounts receivable from customers, plus "vehicles in demobilization for fleet renewal", plus "vehicles for resale", less "suppliers", less "salaries and charges payable".) **** Refers to the annualized calculation of ROIC considering the historical balances for the 9 months ended. on September 30, 2019

c. For this reason, such measurement is deemed the most appropriate for the correct understanding of the Company's financial conditions and operating results:

Management adopts ROIC as a measure of return on capital invested, either from its own resources or from third parties resources.

3.3- Events subsequent to the latest financial statements

Share split and increase of authorized capital of the Company

On October 17, 2019, the Company called an Extraordinary General Meeting to resolve on the split of

all shares issued by it, whereby each share was split into three (3) common shares of the Company.

On the same date and meeting, it also resolved on the amendment of Article 6 of the Company's

Bylaws, providing for the increase of the Company's authorized capital to four billion reais

(R$4,000,000,000).

3.4 - Policy on profit allocation for the past 3 fiscal years

2016 2017 2018

a. Rules on income withholding

The ascertained profits were

allocated as determined by the

Annual General Meeting, subject to

the limits set by law and our bylaws.

In additional to the legal reserve, we

maintain a profits reserve for

purposes of supplementing the cash

to carry out our business, as well as

enable our organic growth. The

percentage of 5% of the income for

the fiscal year shall be allocated to

the legal reserve, which shall not

exceed 20% of our share capital,

except if not resolved otherwise by

the general meeting. The profits

reserve maximum limit, in turn, is the

amount corresponding to the value

of our share capital deducted from

the balance of all of our other profits

bookings.





In additional to the legal reserve,

we maintain a profits reserve for

purposes of supplementing the

cash to carry out our business, as

well as enable our organic growth.

The percentage of 5% of the

income for the fiscal year shall be

allocated to the legal reserve,

which shall not exceed 20% of our

share capital, except if not resolved

otherwise by the general meeting.

The profits reserve maximum limit,

in turn, is the amount

corresponding to the value of our

share capital deducted from the

balance of all of our other profits

bookings.





In additional to the legal reserve,

we maintain a profits reserve for

purposes of supplementing the

cash to carry out our business, as

well as enable our organic growth.

The percentage of 5% of the

income for the fiscal year shall be

allocated to the legal reserve,

which shall not exceed 20% of our

share capital, except if not resolved

otherwise by the general meeting.

The profits reserve maximum limit,

in turn, is the amount

corresponding to the value of our

share capital deducted from the

balance of all of our other profits

bookings.

a.i. Amount of retained

earnings

In Fiscal Year 2016: (i) R$1,445

thousand allocated to legal reserve;

(ii) R$11,414 thousand allocated to

Investments Reserve.

In Fiscal Year 2017: (i) R$3,030




In fiscal year 2018: (i) R$9,460




a.ii. Percentage in

relation to total profit

declared

Legal Reserve: 5%

Investments Reserve: 39.5%.

Legal Reserve: 5%


Legal Reserve: 5%


b. Rules on distribution of dividends

From the net income balance

ascertained in each fiscal year after

deduction of the legal reserve and

profits reserve, at least 25% will be

distributed as mandatory dividends

and/or interest on shareholders'

equity, except where a different

allocation is determined by the

general meeting. On April 28, 2017,

our shareholders resolved at the

annual and special general meeting

to make a distribution through

interest on shareholders' equity, in

the total amount of R$16,049

thousand, declared in fiscal year

2016 by the Board of Directors as set

forth in item II. In addition, on

November 25, 2016, the Company's

Board of Directors approved the

amount of R$ 25,000 thousand on

account of profit obtained in prior

years.










our shareholders resolved at the

annual and special general meeting

to make a distribution through

interest on shareholders' equity, in

the total amount of R$21,887

thousand, declared in fiscal year

2017 by the Board of Directors as

set forth in item II.










our shareholders resolved, at the

annual general meeting, to make a

distribution through interest on

shareholders' equity, in the total

amount of R$ 87,146 thousand,

and through dividends, in the

amount of R$ 17,502 thousand,

declared in the fiscal year of 2018

by the Board of Directors, as set

forth in item II.

c. Periodicity of dividend

distributions

Our bylaws provides for the

possibility of declaring annual or

interim dividends, subject to the legal

provisions.



interim dividends, subject to the

legal provisions.



interim dividends, subject to the

legal provisions.

d. Possible restrictions

to the distribution of

dividends, imposed by

law or special regulation

applicable to the

Company, contracts,

court, administrative or

arbitral decisions

Our bylaws, pursuant to item I,

paragraph 1, article 29 of the

Corporations Act, sets forth that 5%

of the net income be allocated each

year to compose the legal reserve,

which cannot exceed 20% of the

paid-in share capital or the limit

provided for in paragraph 1, article

193 of said Act.

Additionally, our bylaws provides

that the minimum mandatory

dividend shall not be paid to

shareholders in relation to the fiscal

year in which our management

informs the general meeting that

such payment is incompatible with

our financial situation.

The debenture indentures contain

clauses that restrict payment of

dividends in case of our failure to

comply with certain financial

indexes. For further information

please see items 3.7 and 18.5 of this

Reference Form.









193 of said Act.














please see items 3.7 and 18.5 of










193 of said Act.














please see items 3.7 and 18.5 of


e. If the Company has

a formally approved

profit allocation policy,

informing the date of

approval and in

case the

Company discloses the

policy,

websites

where the document

may be

verified

Not applicable, considering that the

Company does not have a formally

approved policy on profit allocation.

Not applicable, considering that

the Company does not have a

formally approved policy on profit

allocation.

Not applicable, considering that

the Company does not have a

formally approved policy on profit

allocation.

3.5 - Distribution of dividends and net income withholding

(Reais) Period ended on

09/30/2019 Fiscal Year 12/31/2018

Fiscal year 12/31/2017 Fiscal Year 12/31/2016

Adjusted net income 242,142,000.00 179,742,000.00 57,568,000.00 27,462,000.00

Dividend percentage distributed in relation to adjusted net income

51.09522512%

48.48393809% 38.02285992% 58.43711310%

Rate of return in relation to issuer's equity 8.92627205% 7.00599405% 11.91191046%% 9.12683246%

Total dividends distributed 123,723,000.00 87,146,000.00 21,889,000.00 16,048,000.00

Retained net profit 0.00 92,596,000.00 35,679,100.00 11,413,650.00

Withholding approval date 0.00 04/26/2019 04/27/2018 04/28/2017

Interest on shareholders' equity

Type

Date of payment and amount

Period ended on 09/30/2019

Fiscal Year 12/31/2018

Fiscal year 12/31/2017


Common

03/21/2019 03/26/2018 03/23/2017 03/28/2016

R$ 45,299,000.00 R$ 8,088,000.00 R$ 5,610,000.00 R$ 3,906,000.00

Common

06/19/2019 06/22/2018 06/22/2017 06/22/2016

R$ 39,833,000.00 R$ 25,215,000.00 R$ 5,339,000.00 R$ 5,680,000.00

Common

09/19/2019 09/19/2018 09/21/2017 09/21/2016

R$ 38,591,000.00 R$ 24,990,000.00 R$ 5,421,000.00 R$ 5,714,000.00

Common

12/21/2018 12/18/2017 12/15/2016

R$ 28,853,000.00 R$ 5,519,000.00 R$ 748,000.00

Total R$ 123,723,000.00 R$ 87,146,000.00 R$ 21,889,000.00 R$ 16,048,000.00

Dividends

Common R$ 17,502,000.00

3.6 - Declaration of dividends using the retained earnings account or reserves created in previous fiscal years

During fiscal year ended December 31, 2018, our Board of Directors resolved on 01/03/2018 to distribute

interim dividends in the amount of R$17,502 thousand, related to the existing retained earnings on

December 31, 2016.

In fiscal year ended December 31, 2017, no dividends were declared using the retained earnings account

or reserves created in previous fiscal years.

During the fiscal year ended in 2016, the Company, on November 25, 2016, distributed extraordinary

dividends in the amount of R$ 25,000 thousand to the profit reserves created existing in the fiscal year

ended December 31, 2015.

3.7. Level of Indebtedness

Fiscal Year

Sum of Current and Noncurrent

Liabilities

Type of ratio Debt to Equity Ratio

Description and reason for using another debt to equity ratio

12/31/2018 6,178,972,000.00

Debt to Equity Ratio

0.70661093

12/31/2018 0.00 Other Index 0.37413836

Net Debt/Fleet Carrying Amount. "Fleet carrying amount" means the purchase price of the vehicle less the accumulated depreciation amount and the impairment, also including the "vehicles in demobilization for fleet renewal" and "vehicles for resale". For definition of "Net Debt", see item 3.2 of this Reference Form. We consider that this index is appropriate for the monitoring of our capital structure, as it represents the ratio between third-parties' capital and our shareholders' capital. For further information on the formula for calculating this index, see item 10.1.f "iv" of this Reference Form.

12/31/2018 0.00 Other Index 0.76375516 Net Debt/Shareholders' Equity. We use this index to comply with the covenants provided in our indenture. We consider that this index is appropriate for the monitoring of our capital structure, as it represents the ratio between third-parties' capital and our shareholders' capital. For further information on the formula for calculating this index, see item 10.1.f "iv" of this Reference Form.

12/31/2018 0.00 Other Index 2.94245427 EBITDA/Net Financial Expenses - We use this index to comply with covenants established in our indentures. EBITDA, for the purposes of calculating this covenant, is calculated as shown in item 3.2 of this Reference Form, considering the adjusted amount for the 12-month period ended 12/31/2018. Net financial expenses, for the purpose of calculating this covenant, are calculated considering the 12-month period ended 12/31/2018.

Fiscal Year

Sum of Current and Noncurrent Liabilities

Type of ratio Debt to Equity Ratio

Description and reason for using another debt to equity ratio

09/30/2019 6,596,338,000 Debt to Equity Ratio

0.70859586

09/30/2019 Other Index 0.54711291

Net Debt/Fleet Carrying Amount. "Fleet carrying amount" means the purchase price of the vehicle less the accumulated depreciation amount and the impairment, also including the "vehicles in demobilization for fleet renewal" and "vehicles for resale". For definition of "Net Debt", see item 3.2 of this Reference Form. We consider that this index is appropriate for the monitoring of our capital structure, as it represents the ratio between third-parties' capital and our shareholders' capital. For further information on the formula for calculating this index, see item 10.1.f "iv" of this Reference Form.

09/30/2019 Other Index 1.29697728 Net Debt/Shareholders' Equity. We consider that this index is appropriate for the monitoring of our capital structure, as it represents the ratio between third-parties' capital and our shareholders' capital. For further information on the formula for calculating this index, see item 10.1.f "iv" of this Reference Form.

09/30/2019 Other Index 3.32783408

EBITDA/Net Financial Expenses - We use this index to comply with covenants established in our indentures. EBITDA, for the purposes of calculating this covenant, is calculated as shown in item 3.2 of this Reference Form, considering the adjusted amount for the 12-month period ended September 30, 1919. Net financial expenses, for the purposes of calculating this covenant, are calculated considering the 12-month period ended September 30, 1919.

3.8 - Obligations according to the nature and maturity

Period ended on (09/30/2019)

Type of Obligation Type of Collateral Less than a year One to three years Three to five years Greater than five years

Total

Financing Security Interest 8,928,700.00 13,264,900.00 12,370,100.00 507,200.00 35,070,900.00

Debt Instruments Security Interest 67,661,000.00 825,513,700.00 148,794,600.00 - 1,041,969,300.00

Debt Instruments Unsecured 33,827,500.00 900,611,000.00 1,299,097,500.00 728,247,100.00 2,961,783,100.00

Debt Instruments Senior Security 10,013,800.00 114,974,500.00 232,014,400.00 - 357,002,700.00

Total 120,431,000.00 1,854,364,100.00 1,692,276,600.00 728,754,300.00 4,395,826,000.00

Note

The information included in this Reference Form, except where expressly provided otherwise, are in respect of our Consolidated Financial Statements.

Debts without security interest or senior security, irrespective of having a personal guarantee, were classified as unsecured debts.

Period ended on (12/31/2018)

Type of Obligation Type of Collateral Less than a year One to three years Three to five years Greater than five years

Total

Financing Security Interest 43,591,971.00 13,430,113.00 13,264,854.00 4,586,738.00 74,873,676.00

Debt Instruments Security Interest 216,463,315.00 827,492,307.00 380,636,708.00 - 1,424,592,330.00

Debt Instruments Unsecured 35,136,668.00 466,495,685.00 1,442,347,508.00 99,529,721.00 2,043,509,582.00

Debt Instruments Senior Security 3,495,276.00 (1,677,041.00) 231,652,753.00 116,394,905.00 349,865,893.00

Total 298,687,230.00 1,305,741,064.00 2,067,901,824.00 220,511,363.00 3,892,841,481.00

Note

The information included in this Reference Form, except where expressly provided otherwise, are in respect of our Consolidated Financial Statements.

Debts without security interest or senior security, irrespective of having a personal guarantee, were classified as unsecured debts.

3.9 - Other material information

Covenants

We are a party to certain loan agreements and securities issuers, including debentures and

promissory notes, among others, which impose certain restrictions. Some of our agreements

contain clauses providing for events related to cross default (cross default clauses commonly

included in financing instruments in general, pursuant to which the failure to comply with the

obligations arising from a particular debt may entail the maturity of other obligations that may

be connected), according to the risk factor "We are subject to contractual obligations that

impose certain restrictions (covenants), which, if not complied with, may adversely affect our

image, our business, and our operating results," as described in item 4.1(a) of this Reference

Form.

Adjusted Pro-forma EBITDA

The Company, as a result of the merger of shares issued by Unidas Agro Locação de

Veículos S.A., formerly known as NTC Serviços Ltda., and Unidas S.A., carried out in 2019

and 2018, respectively, prepared pro-forma financial statements, as set forth in item 10.9 of

this Reference Form. Based on said pro-forma financial statements, the Company prepared

the Adjusted pro-forma EBITDA calculation. Find below the calculation made, as well as the

reconciliation with the pro-forma net income set forth in item 10.9 of this Reference Form.

a. Value of Adjusted pro-forma EBITDA measurements (non-accounting)

The Adjusted pro-forma EBITDA consists of the pro-forma net income (loss), as set forth in

item 10.9, for the fiscal year/period added to the financial income, income tax (IR), and social

contribution on net income (CSLL), depreciation and amortization, expenses with payment,

and based on stock and non-recurring items related to the acquisition of companies.

The Adjusted pro-forma EBITDA Margin is calculated by the Adjusted pro-forma EBITDA

divided by the total net revenue.

Nine-month period ended

on

Fiscal year ended

December 31,

(In R$ thousands, except percentages) 2019 2018 2018

Adjusted pro-forma EBITDA 953,635 757,291 1,022,586

Adjusted pro-forma EBITDA Margin 26.8% 30.6% 30.0%

b. Reconciliations between the amounts disclosed and the amounts of the

audited financial statements:

The table below shows the reconciliation between the Adjusted pro-forma EBITDA and the

net income (loss) disclosed in the pro-forma financial statements, provided for in item 10.9

of this Reference Form, and our Adjusted pro-forma EBITDA Margin for the nine-month

period ended September 30, 2019 and 2018, and the year ended December 31, 2018:

Nine-month period ended on

Fiscal year ended

December 31,

(In R$ thousands, except percentages) 2019 2018 2018

Net pro-forma income for the period/year 232,806 121,948 180,250 (+) Depreciation and amortization 364,525 282,442 378,257 (+) Net financial expenses 286,100 265,030 358,847 (+) Income tax (IR) and social contribution on net income (CSLL)

59,988 31,288 47,430

Pro-forma EBITDA 943,419 700,708 964,784

Non-recurring expenses related to acquisition of Unidas S.A. 49,078 49,078 Expenses with stock option 10,216 7,505 8,724

Adjusted pro-forma EBITDA 953,635 757,291 1,022,586

Adjusted pro-forma EBITDA Margin 27.0% 37.5% 35.1%

c. For this reason, such measurement is deemed the most appropriate for the

correct understanding of the Company's financial condition and operating

results.

Our Adjusted pro-forma EBITDA is reconciled to our pro-forma financial statements based

on the pro-forma net income for the year/period, adjusted by net financial expenses, income

tax, and social contribution on net income and costs and expenses with depreciation and

amortization, stock-based payment expenses, and non-recurring items related to the

acquisition of companies. We use Adjusted pro-forma EBITDA to measure our performance,

and some investors, rating agencies, and financial analysts use it as an indicator of our

operating performance and our cash flow in a scenario with acquisitions of the controlling

interest of other companies.

The Adjusted pro-forma EBITDA is a non-accounting measurement prepared by our

management and reconciled with our financial statements and pro-forma financial

statements, and is not a measure of financial performance under BR GAAP or IFRS.

Adjusted pro-forma EBITDA should not be taken into consideration individually or as a

substitute for net income or operating income, it does not measure the cash flow, liquidity,

or capacity to repay our debt, but it serves as an indicator of our overall economic

performance, which is not affected by fluctuations in interest rates, changes in the burden of

income tax and social contribution, or depreciation and amortization levels. In addition, the

Adjusted pro-forma EBITDA presents limitations that impair its use as a measure of our

profitability or operating performance, as it does not consider the costs of depreciation of our

fleet, which significantly affect our net income.

Other Information

The Company started to consolidate the financial information of Auto Ricci S.A. as from the

merger by the Company of the shares issued by Auto Ricci S.A., on May 11, 2017, becoming

a wholly-owned subsidiary of the Company, being subsequently merged into. Prior to such

event, the Company had no subsidiaries and, therefore, had no consolidated financial

statements.

In addition, the financial income arising from the merger by the Company of shares issued

by Unidas S.A., which became a wholly-owned subsidiary of the Company as of March 9,

2018, and subsequently the financial income arising from the merger by the Company of

shares issued by Unidas Agro Locação de Veículos S.A., which became a wholly-owned

subsidiary as of January 31, 2019, are now consolidated in the Company's Financial

Statements. For further information on the merger of shares issued by Auto Ricci S.A. by the

Company, the merger of Auto Ricci S.A. into the Company, the merger of shares issued by

Unidas S.A. by the Company, and the merger of the shares issued by Unidas Agro Locação

de Veículos S.A. by the Company, see item 15.7 of this Reference Form.

The information contained in this item 3 of the Reference Form must be read and analyzed

together with the information contained in our complete financial statements and their

respective explanatory notes, available at our website (www.ri.unidas.com.br) and at the

website of the Brazilian Securities and Exchange Commission (www.cvm.gov.br).

http://www.ri.unidas.com.br/

http://www.cvm.gov.br/

4.1. Risk factors:

Investing in our securities involves exposure to certain risks. Prior to taking any investment

decision on any security of our issue, potential investors should carefully review all information

contained in this Reference Form, the risks mentioned below, as well as our annual financial

statements, quarterly information and related explanatory notes. Our business, financial

condition, operating result, cash flow, liquidity and/or future business may be adversely affected

by any of the risk factors described below. The market price of our securities may decrease due

to the occurrence of any of these and/or other risk factors, in which case potential investors may

lose all or a substantial part of their investment in the securities issued by us. The risks described

below are those we know and believe that, as of the date of this Reference Form, may adversely

affect us in a material way, thereby influencing any investment decisions related to us or to our

subsidiaries. In addition, additional risks not currently known or considered irrelevant on the date

of this Reference Form may also adversely affect us.

For the purposes of this item “4.1. Risk Factors” and item “4.2. Market Risks”, unless expressly

stated otherwise or if the context so requires, the mention that a risk, uncertainty or problem may

cause or have, or will cause or will have, an “adverse effect” or a “negative effect” for us, or similar

expressions, means that such risk, uncertainty or problem could or might have a material adverse

effect on our business, financial condition, operating results, cash flow, liquidity and/or future

business, as well as on the price of the securities issued by us. Similar expressions included in

this item “4.1. Risk Factors” and in item “4.2. Market Risks” should be understood in this context.

Notwithstanding the subdivision of this item “4.1. Risk Factors” and item “4.2. Market Risks”,

certain risk factors that are in an item may also apply to other items of this item “4.1. Risk Factors”

and item “4.2. Market Risks”.

a) Risks related to the Company

Our results may be affected by errors in pricing due to failures in the calculation of the

estimated devaluation of our fleet in relation to its actual depreciation in the future.

The price of the services in the car rental (RAC) and fleet outsourcing (TF) segments includes an

estimate of the future value of vehicles sales and, consequently, their effective depreciation (i.e.,

acquisition cost of cars and accessories less the selling price of the additional revenue obtained

from the sale, less sales and advertising expenses). Overestimating the future sales value of the

vehicles will result in overvalued depreciation costs, which may impact the increase in rental rates,

impacting our competitiveness in the vehicle rental market segment. On the other hand,

underestimating the future sale value of the vehicle will result in lower depreciation costs and

higher vehicle sales costs, which may cause a reduction in our operating margin. In either case,

our business, financial condition and operating results may be adversely affected by inaccurate

estimates of effective depreciation.

We are subject to the risk of non-renewal of fleet outsourcing agreements with our main

customers or non-execution of new fleet outsourcing agreements.

The fleet outsourcing to customers represents an important activity carried out by the Company

and its subsidiaries. Failure to implement our strategy or if our current customers do not renew

the fleet outsourcing agreements with us or if we are not able to obtain new fleet outsourcing

agreements we may experience a significant reduction in our revenue, affecting our business, our

financial condition and our operating results.

We are subject to the risk of non-renewal, loss or discontinuance of concessions at

airports or the risk of reduced flow of passengers traveling by plane.

Our operations at airports accounted for a significant percentage of our total consolidated car

rental (RAC) net revenue for the nine-month period ended on September 30, 2019. We carry out,

directly or through franchisees, airport operations in Brazil under several concession agreements

and use of area granted by INFRAERO - Empresa Brasileira de Infraestrutura Aeroportuária

("INFRAERO") and by several concessionaires, including Inframérica Concessionária do

Aeroporto de São Gonçalo do Amarantes, Concessionária do Aeroporto Internacional de Confins

S/A, Inframérica Concessionária do Aeroporto de Brasília, Aeroporto Brasil Viracopos S/A,

Concessionária Aeroporto RJ S/A, Concessionária do Aeroporto Internacional de Guarulhos S.A.

and SOCICAM Administração Projetos e Representações Ltda.

For further information on the concession agreements entered into by us with INFRAERO and

the concessionaires, see item 7.5 of this Reference Form.

The concession agreements for the use of area are subject to bidding procedures, as provided

for in Law 8.666 of June 21, 1993, as amended. In addition, some concession agreements with

municipal airport authorities and private entities in small municipalities are in force for an

undetermined period and, consequently, can be terminated by either party at any time.

We cannot estimate whether we will continue to succeed in new bids for concessions of airport

areas, nor whether will we succeed in renewing the concessions already obtained. In addition,

should we be required to offer higher values to win bids and secure such concessions, we may

have our profit margins negatively impacted.

The concessions we exploit (directly or through franchisees) are subject to early termination or

unilateral modification by determination of the governmental authority in certain circumstances,

and may be motivated by public interest (including in case of works at airports, in which case

there is also the risk of moving from occupied areas to less attractive commercial areas) or by

default caused by us or by franchisee holding the concession, as the case may be. In addition,

any default by us or the franchisee holder of the concession, as the case may be, may lead to

application of penalties that include warning, fines and even discontinuance of the concession,

temporary suspension of participation in bids and even impediment to execute contracts with

entities of the direct and indirect entities of the Federal, State, Federal District and Municipal

Governments, even including government-controlled private legal entities and foundations

organized or maintained by the government. Upon discontinuance of the concession, the

exploited area will be reverted to the respective governmental authority and, depending on the

cause of the discontinuance, the indemnity may be insufficient to offset the loss of future income

or even not be due.

The non-renewal or loss of a significant number of concessions for use of areas in small airports,

the non-renewal or loss of any concession at larger airports, the relocation of operations at such

airports to commercially less attractive areas, or further, a reduced flow of passengers traveling

by plane to destinations in Brazil, could entail a significant drop in our revenues from the car rental

segment, adversely impacting our business, financial condition and operating results.

Our business requires intensive capital, to finance the renewal of our fleet and implement

our growth strategy.

The implementation of our growth strategy and increase in our competitiveness depends on our

ability to make investments, renovate and expand our fleet. The ability to finance the renewal and

expansion of our fleet depends in turn on our operational performance and our ability to obtain

long-term financing. We cannot guarantee that we will be able to obtain sufficient financing to

fund our investments in capital goods and to fund our expansion strategy, nor that we will be able

to obtain financing at acceptable costs. Negative macroeconomic conditions, industry conditions,

their performance, or other external factors may, at their turn, adversely affect our growth strategy,

as well as our business and operating results. Moreover, under certain financial agreements, we

are subject to certain limitations of debt margins and financial metrics, which may restrict our

ability to invest and raise new financing.

Further, failures in fleet renewal can make our fleet outsourcing and car rental business less

competitive, which can adversely affect our business, our financial condition and our operating

results.

We may be not successful in implementing our business model in the acquired companies,

which may adversely affect our activities, financial condition, and operating results.

We regularly analyze opportunities for strategic growth through acquisitions. Any acquisitions may

involve a number of known and unknown risks, as well as challenges, which may have a material

adverse effect on our business, especially those below:

our acquisitions may not contribute to our commercial strategy or to our image;

the process of such acquisitions may be time consuming and costly, and our

management's attention may be diverted from its regular operations;

difficulties in obtaining the required regulatory approvals, including those from the

antitrust authorities, in Brazil or in the countries where we seek to make acquisitions;

integration difficulties or high integration costs due to cultural differences initially not

identified during the acquisition process;

difficulty in capturing the operational, administrative and economic-financial synergies

expected in the scope of the new business acquisitions;

managing unscheduled additional costs related to the integration operation;

investments in acquisitions may not generate the expected returns; and

the cost structure of the acquired companies and/or brands may be different from our

cost structure and we may take longer than originally planned to adjust such structure to

ours.

Further, we may need additional funds to continue our expansion strategy. In case we do not

succeed in obtaining an adequate financing to complete any potential acquisition and implement

our expansion plans, we will not be able to fully implement our growth strategy.

Any of these factors may cause an adverse effect on our activities, financial condition, and

operating results.

We may assume certain unidentified and/or unidentifiable contingent liabilities as a result

of companies acquired by us.

Any unidentified or unidentifiable burdens, encumbrances, defects, contingencies, liabilities,

and/or pending issues of any nature at the time of the legal due diligence processes carried out

based on documents and information then submitted by the acquired companies under the

respective acquisition processes, as well as the occurrence of certain events or submission of

documents subsequent to such acquisitions that result or may result in burdens, encumbrances,

defects, contingencies, liabilities, and/or pending issues of any nature with respect to the acquired

companies may adversely impact us and, therefore, our shareholders.

We are subject to risks related to judicial and administrative disputes, which may

adversely affect our results.

We are, and may be in the future, party to several lawsuits involving civil, tax, labor, and criminal

matters, among others, as well as administrative proceedings in the course of our business. As

of September 30, 2019, these lawsuits and procedures involved the total estimated amount of R$

336.6 million, and, on the same date, we had provisions in the amount of R$ 114.8 million and

court deposits in the amount of R$ 57.7 million, which amounts may not be sufficient to cover all

possible judgments against us. Unfavorable decisions or settlements in relation to lawsuits or

administrative procedures may result in relevant cash disbursements by us, what may affect our

financial condition negatively. Moreover, unfavorable decisions or settlements in amounts greater

than those provisioned by us or in cases for which there is no provision made may have an

adverse effect on our results.

Unfavorable outcomes in legal or administrative proceedings against the Company and/or its

managers may materially and adversely affect the Company's business, reputation, and financial

condition, prevent it from conducting its business as originally planned, or prohibit or limit their

ability to enter into contracts with the Government.

For further information on the lawsuits and administrative proceedings involving the Company,

see items 4.3, 4.6 and 4.7 of this Reference Form.

The loss of our principal executive officers, or our inability to attract and retain the

members of our Executive Board may have a material adverse effect on our financial

condition and operating results.

Our ability to maintain our competitive position depends to a large extent on the services of our

main executive officers. The loss of these executives may result, among other reasons, from more

attractive job offers from companies in the market, including our competitors. The loss of our main

executive officers or the inability to attract and retain the members of the executive board,

including as a result of changes in the stock ownership structure, may adversely affect our

business and operations and consequently, our financial and/or operating results.

We do not keep insurance against certain risks.

Our cars related to the car rental division are only covered by second risk insurance for third-party

liability and only for the period they are rented. Given the limited insurance coverage we have,

we are exposed to uninsured liability arising from bodily injury, death and pecuniary damage

resulting from the use of rental cars that may exceed the total amount covered by the policy. In

the event that we cannot recover these amounts from the users/customers who rent the cars

under our agreements, our operating results may be adversely affected.

The level of our gross indebtedness may have a material adverse effect on our financial

health, reducing our ability to obtain additional funds to finance our operations and to

respond to changes in the economy or the car rental industry.

On September 30, 2019, our gross debt (comprised of the loan balances, financing and

debentures and derivative financial instruments) was of R$ 4,413.4 million, of which 3.1%

corresponded to our short-term gross indebtedness. Such gross debt, net of cash position

(comprised of the balances of cash and cash equivalents and securities), totaled R$ 3,518.3

million and represented 1.30 times our shareholders' equity.

The level and composition of our indebtedness may: (i) entail the use of a higher portion of our

funds to pay our debts, with the consequent reduction in the cash available to fund our working

capital and our investments; (ii) limit our flexibility in the planning or response to changes in our

business or car rental industry; (iii) limit our ability to raise new funds in the future or increase our

cost of capital; (iv) place us at a competitive disadvantage compared to our competitors with lower

level of indebtedness.

We cannot ensure that we will be able to obtain funds in a timely manner and at the required

amounts or at competitive rates. If we are unable to raise funds as planned, we may not be able

to meet our obligations, what may adversely affect our business, financial condition, and/or future

prospects.

We are subject to the fulfillment of specific obligations in our financial agreements and

debt instruments, as well as limitations on the ability to incur additional debts.

On September 30, 2019, our liabilities (current and noncurrent) totaled R$ 6,596.3 thousand. Our

financial agreements and debt instruments require the maintenance of certain financial indexes

and/or fulfillment of certain obligations. Part of our revenues or assets were pledged as collateral

in financial agreements and debt instruments entered into in the ordinary course of our business.

Any default of such contracts may result in the creditors' decision to declare the early maturity of

the debt balance of the respective debts and/or result in the cross early maturity of other financial

agreements and/or in the enforcement of the collaterals, which may adversely affect our business,

our financial condition, and our operating results. The early maturity of our debts and restrictions

to incur additional debts may restrict our ability to invest and take out new debts and adversely

affect our financial condition, operating results and prospects.

In addition, we may require a waiver of our creditors, in case of contractual default, to review the

clauses or to suspend default for a certain period, which may negatively impact our credit rating

with the rating agencies. In addition, the requested waiver may be denied by the creditor, with

confirmation of the early maturity of the debt, or further, the creditor may require the payment of

premium in order to grant the waiver, hence in any of these situations our financial condition will

be impacted.

The development of our activities is subject to the obtaining of licenses, permits and

authorizations, as required by the applicable agencies, the municipal, state and all other

applicable authorities.

Our business requires that we obtain a series of licenses, permits and authorizations to operate

our points of service for car rentals and parking, and also requires our franchisees to obtain certain

licenses, permits and authorizations. Failure to obtain or renew such licenses, permits or

authorizations may result in penalties such as fines or interdiction, which may adversely affect our

operations, financial condition and operating results.

We are subject to the risk of termination, breach or non-renewal of certain property lease

agreements.

As of September 30, 2019, we were lessees of INFRAERO and other concessionaires in 35

airports, under 20 agreements with INFRAERO and 15 agreements with concessionaires, which

serve as points of service for vehicle rentals and parking lots, hence, there may be more than one

contract with each airport, totaling 46 contracts. The term established in the lease agreement sets

forth that 2 agreements expire in 2019; 9 agreements expire in 2020; 8 agreements expire in

2021; 10 agreements expire in 2022; 4 agreements expire in 2023; 10 agreements expire in 2024;

2 agreements expire in 2026; 1 agreement expires in 2029; and one agreement was entered into

for an undefined term. The termination, breach, or non-renewal of these property lease

agreements may adversely impact our operations, our financial condition, and our operating

results.

The drop in the demand for used cars may adversely impact our business.

The sale of used cars supplements our fleet outsourcing and car leasing business, and has an

impact on the depreciation expenses and in our ability to offer more attractive prices to our

customers. Vehicle manufacturers in Brazil do not offer used card repurchase guarantees to

companies in the fleet outsourcing and car rental industries, to protect them against unfavorable

conditions in the used vehicles sales market.

In case the used vehicles market faces a reduced demand or a reduction in the sales value of

these cars (including as a result of the characteristics of the inventory of vehicles for sale or public

perception of the quality of such inventory), there may be investment limitations for renewal of our

fleet due to reduced sales, increasing the average period of use of these rental vehicles (with

consequent increase in maintenance costs and reduction of attractiveness of the fleet), in addition

to resulting in reduced revenues in our used vehicles division, which negatively impacts our

results.

Judgments contrary to the outsourcing of some of our activities currently performed by

service providers may have an adverse effect on us.

We engaged service provider companies to carry out part of our car rental business and, on

September 30, 2019, we had approximately 99 outsourced service providers, mainly to perform

fleet maintenance services, free-lance driver services, surveillance, cleaning, and doorkeeper

services. In the event one or more of said companies fails to comply with any of its labor, social

security and/or tax obligations, we may be held secondarily liable to bear such obligations. In

addition, as a result of lawsuits outsourced workers rendering services to us may be considered

as our employees for the purposes of applicable labor laws, what may lead to an increase in our

payroll costs and adverse judgments. Any such events may have an adverse impact on our

business, financial conditions and operating results.

Our shareholders may not receive dividends or interest on equity in the total amount

determined annually.

Pursuant to our bylaws, we must pay our shareholders an annual mandatory dividend of not less

than 25% of our annual net income, calculated and adjusted as provided for by the Corporations

Act. Our shareholders, at the general meeting, may elect to pay dividends up to the minimum limit

established in the bylaws, and the remaining balance may be used for purposes other than the

distribution to our shareholders.

Additionally, pursuant to the Corporations Act we may only distribute dividends to our

shareholders after our full absorption of our retained losses. Therefore, even if we have a positive

result in the fiscal year ending on December 31, 2019, or in subsequent fiscal years, the

corresponding profit may only be reverted to our shareholders in the form of dividends after the

recorded retained losses and legal reserves allocations are fully absorbed. In addition, we may

not pay dividends to our shareholders in any fiscal year if our managers expresses that such

payment is inadvisable in light of our financial condition.

We may also be subject to restrictions for distribution of dividends as a result of contractual

restrictions imposed by financial agreements (covenants). For a description of the limitations by

covenants to which we are subject, see item 10.1(f) of this Reference Form.

Our bylaws contain provisions that may discourage the acquisition of our shares and

hinder or delay transactions that may be of interest to us and our investors.

Article 43 of our bylaws establishes provisions related to shareholding dispersion and sets forth

the criteria for the acquisition of a significant percentage of outstanding shares by any natural

person or legal entity, investment fund, or investor of another nature, and in case any of them

acquires or becomes the holder of a direct or indirect interest equal to or higher than, twenty

percent (20%) of the share capital, it shall, within a maximum period of sixty (60) days from the

date of acquisition or of the event that resulted in the holding of a direct or indirect interest equal

to or greater than twenty percent (20%) of the total number of shares issued by us, register or

request registration, as the case may be, of a public offer for the acquisition of the shares issued

by us, subject to the provision in article 43 of our bylaws, as well as the applicable CVM regulation,

the Novo Mercado Regulation and other applicable B3 regulations.

This provision may discourage, delay, or prevent merger with or acquisition of the Company and

may adversely impact our business.

Our Stock Option Plans and our Incentives Plan may result in the dilution of the

investors' interest in our share capital and of the value of their investment.

On December 21, 2010 and February 23, 2012, our shareholders approved our Stock Option

Plans and, on November 6, 2018, approved our Incentive Plan. Such Plans are intended to allow

our managers, associates, and employees to acquire/receive common shares issued by us.

Under our Stock Option Plans and Incentive Plans, as may be ratified at the shareholders' general

meeting, call options may be exercised and shares granted to the beneficiaries of the Plans in the

amount of up to 4.0% of the Company's total existing shares, as updated from time to time by

new issues, splits, fractioning, or any type of modification. For additional information on the Plans,

see item 13.4 of this Reference Form.

In case shares are granted under the Plans, our shareholders will have dilution in their equity

ownerships.

Lastly, the tax authorities may dispute the manner the grant of stock options is offered, their

taxation, and then issue a tax deficiency notice for non-payment or underpayment of taxes, what

may have a negative impact on our results and financial condition.

Failures in the Company's governance, risk management, and compliance processes may

have adverse effects on the Company.

The Company is subject to Law no. 12.846/13 ("Anti-Corruption Law"), which imposes strict

liability to companies, at the civil and administrative level, for acts of corruption and fraud

committed by its officers, managers, employees, and third parties acting on its behalf. The

penalties applied to those found guilty include: fines, loss of unlawfully obtained benefits,

suspension of corporate operations, confiscation of assets, and dissolution of the legal entity

involved in the unlawful conduct, which penalties, if applied, could materially and adversely affect

the Company's outcome. Under the Anti-Corruption Law, legal entities found guilty of corruption

may be subject to fines of up to 20% of the gross revenue for the year prior to the filing of the

administrative proceeding or, if gross revenue cannot be estimated, the fine will be stipulated

between R$ 6,000.00 and R$ 60,000,000.00.

Brazil still has a perceived high risk of government corruption, which may, to some extent, leave

the Company exposed to possible violations of the anti-corruption laws, including the Brazilian

one. Additionally, the Company's governance, policies, risk management, and compliance

processes may not be able to: (i) detect violations of the Anti-Corruption Law or other related

violations, such as anti-money laundering laws and other applicable laws regarding the conduct

of its business before government entities; (ii) detect occurrences of misconduct and fraudulent

and dishonest behavior by its managers, employees, individuals and legal entities contracted and

other agents that may represent the Company; (iii) manage all risks identified in its risk

management policy and new risks; and (iv) detect other occurrences of behavior not consistent

with ethical and moral principles.

Thus, failures in the Company's governance, policies, risk management, and compliance

processes may materially and adversely affect the Company's reputation, business, ability to

contract with the government, financial conditions, and operating results, or the market price of

its common shares negatively.

b) Risks related to the Company's controllers

The instructions from the controlling shareholders to the members of the Board of

Directors appointed by them may conflict among themselves and/or with the interests of

the investors.

Currently, the majority of the members of our Board of Directors is appointed by the Company's

controlling shareholders, all of whom earn a compensation from the Company to hold said

position. Such circumstance may represent a potential conflict of interest between us and the

members of our Board of Directors or between the members of the Board of Directors themselves

appointed by different controlling shareholders, insofar as said directors may act for the benefit

of the controlling shareholders that appointed them.

There may be a change in the composition of our controlling group in the event of non-

compliance by any of our shareholders with obligations assumed by them and which are

guaranteed by shares issued by the Company, which could result in the breach of such

collaterals.

Pursuant to the "Private Instruments of Secured Fiduciary Sale of Shares" entered into with Banco

Santander Brasil S.A., the "Private Instrument of Secured Fiduciary Sale of Shares" entered into

with Banco Safra S.A., of the "Private Instrument Agreement for Secured Fiduciary Sale of

Shares" entered into with Banco Itaú, and the "Private Instruments of Secured Fiduciary Sale of

Shares" entered into with Banco Bradesco S.A. (collectively, "Fiduciary Sale Agreements"), 19%

of shares of our issue and held by our shareholder Luis Fernando Porto are under fiduciary sale.

For further information on such fiduciary sales, see item 15.8 of this Reference Form.

Under the terms of the "Consumer Loan Agreement for Discretionary Credit Facilities" entered

into with Banco do Brasil S.A., 9% of shares issued by us and held by our shareholder Sergio

Resende are under fiduciary sale to Banco do Brasil S.A. For further information on such fiduciary

sale, see item 15.8 of this Reference Form.

Finally, as a collateral to the loan operation, which seeks to obtain funds for the operation

described in item "Stock Put Option Agreement" in section 15.6 of this Reference Form,

16,545,943 of our shares held by our shareholder Sergio Resende and 16,545,943 of our shares

held by our shareholder Luis Fernando Porto were fiduciary sold.

To this effect, failure by our shareholders Principal, Luis Fernando Porto and Sergio Resende to

comply with the obligations set forth in the aforementioned collaterals may result in the

enforcement of said collaterals and, consequently, in the assignment and transfer to the

respective creditors or third parties of the shares subject of such collaterals and held by our

shareholders above. Accordingly, said failure to comply may lead to a change in the composition

of our controlling interest group or in the management of the Company and, consequently, we

may be adversely affected in our operations, business strategies, results, and current economic

condition.

The public offering of shares issued by us may make us susceptible to new alliances

between shareholders, as well as other events resulting from the change in the

composition of our controlling group.

We are making a public offering of shares, which may result in the dilution of our respective

controlling shareholders. If a new control group emerges and it starts to hold decision powers,

there may be sudden and unexpected changes in our corporate policies and strategies, including

through mechanisms such as the replacement of our managers. In addition, certain financial

agreements entered into by us may have their early maturity declared in the event of a change in

the composition of our control group, which may negatively impact our results and our financial

condition. For further information on the impact in the event of early maturity of our debts, see the

risk factor "We are subject to compliance with specific obligations in our financial agreements and

debt instruments, as well as limitations on the ability to incur additional debts."

c) Risks related to Company's shareholders

Upon completion of the primary and secondary public offering of shares with restricted

placement efforts indicated in item 18.12 of this Reference Form ("Offering"), Principal –

Gestão de Activos e Consultoria Administrativa e Financeira, S.A., which will be the selling

shareholder within the scope of the Offering ("Selling Shareholder"), intends to file for

insolvency under Portuguese law, pursuant to which the interested parties are entitled,

under certain circumstances, to object the sale of the Shares by the Selling Shareholder

under the Offering. Upon completion of the insolvency proceedings, the Selling

Shareholders will have no successors.

Upon completion of the Offering, the Selling Shareholder intends to file for insolvency in Portugal

under the Portuguese Bankruptcy Code. Pursuant to the Portuguese law, the insolvency proceeding manager that will be appointed in the proceeding may be entitled to cancel the sale

of the Shares by the Selling Shareholder within the scope of the Offering under certain

circumstances. The Portuguese law establishes that, upon the insolvency of a debtor, the acts entered into or omitted within two (2) years prior to the commencement of insolvency

proceedings may be canceled in favor of the bankrupt estate if: (i) they are considered harmful to the bankruptcy estate (i.e., acts that reduce, frustrate, obstruct, impair, or delay payment to

creditors), and (ii) they have been conducted in bad faith. The insolvency proceeding manager

has a period of six (6) months to cancel such acts from the moment he becomes aware of them and may do so within up to two (2) years from the declaration of insolvency. For these purposes,

"bad faith" means the knowledge, on the date the transaction in question is made, that the debtor was insolvent; that proceedings seeking insolvency of the debtor were announced, or that the

transaction in question was detrimental to the debtor's creditors and such debtor was in imminent insolvency. There is a relative presumption of "bad faith" if the transaction was made within two

(2) years prior to the commencement of insolvency proceedings and was made with certain

related counterparties.

The Selling Shareholder agreed with all of its creditors financial institutions that he would sell a portion of the Shares issued by the Company and held by him in the Offering, and the balance of

his interest would be disposed of simultaneously with the Offering to SF 166, using the proceeds of the sale of his Shares in the Offering and the disposal to SF 166 to settle part of his debts with

its bank creditors.

It is not possible to ensure that the Selling Shareholder has no other creditors that may object the sale of the Shares issued by the Company and owned by the Selling Shareholder in the

Offering. Additionally, in the context of insolvency proceedings, all obligations of the Selling

Shareholder will be permanently canceled and the Selling Shareholder will cease to exist. Under the Portuguese law, after the conclusion of the insolvency proceeding and the liquidation, the

Selling Shareholder will have no successor.

d) Risks related to the Company's subsidiaries and affiliates

The risks related to the direct and indirect subsidiaries of the Company are substantially the same

as those related to the Company's activities.

e) Risks related to the Company's suppliers

Changes in the terms and conditions of car sales by automakers may adversely affect us.

Our main group of suppliers is comprised of automakers with plants located in Brazil, from which

we acquire vehicles for rental. Approximately 67.3% of the automobile manufacturing industry in

Brazil is concentrated in these five automakers, according to data from the ANFAVEA - National

Association of Automobile Manufacturers ("ANFAVEA") for the nine-month period ended on

September 30, 2019.

In the event of changes in the terms and conditions of car sales by the automakers, we may be

adversely affected to the extent that our ability to renew and expand our fleet and consequently

our business, as well as our financial condition, operating results and prospects may be adversely

affected.

Our results may be affected by the increased cost of purchasing new cars

Our car fleet is renewed after a period of use of each car of approximately 16 months, in the case

of cars available for Car Rental (RAC), and approximately 26 months, in the case of cars made

available for Fleet Outsourcing (TF). Thus, our results may be affected in case of increases in the

costs to purchase new cars, including those caused by an increased demand for new cars or by

changes in the sales policies followed by the manufacturers, in addition to external factors such

as inflation and increase in tax rates and in the prices of certain commodities in the international

market.

In the event of an increased demand for the purchase of new cars, which will consequently reduce

the capacity of car manufacturers to meet this demand and/or will cause the increase of their

prices, or an unfavorable change in the policy on car sales to car rental companies (RAC) and

fleet outsourcing (TF), we may face increased costs and a consequent decrease in our margins.

As the prices charged to our customers for car rental (RAC) and fleet outsourcing (TF) services

take into consideration the cost of acquisition of new cars, our business, our financial condition

and our operating results may be adversely affected impacted in said events.

In addition, we may be adversely affected in case we are unable to maintain the current purchase

price levels we have negotiated with manufacturers due to increased demand, changes in

manufacturers' trade policy or other factors.

f) Risks related to the Company's customers

The credit risks of customers to which we are subject may adversely impact us.

We are subject to credit risk in relation to fleet outsourcing customers, through non-compliance

with the contract. The payment default by fleet outsourcing customers may adversely affect our

financial and operating results. Further, as a substantial part of the used vehicles sales is financed

by financial institutions, any problems regarding the granting of such financing may also adversely

affect us.

The Company is also subject to credit risk from customers for payments due in car rental segment

for individuals and legal entities, whenever such payments are not made in cash or by credit

cards. In the nine-month period ended September 30, 2019, and in the fiscal years ended

December 31, 2018, 2017, and 2016, term payments or payments by other means than credit

card represented 86.1%, 93.3%, 82.4%, and 81.7%, respectively, of the total consolidated net

revenue of the Company. Losses in the revenue deriving from the car rental services may

adversely impact the Company's financial and operating results.

Interruptions, failures, or breaches in our automated and computerized systems can

adversely impact us.

We depend on automated systems to operate our business, including computerized booking

systems, telecommunications systems and website. Our performance can be impacted in case of

interruptions or system failures that may make the bookings unfeasible. Substantial failures in

bookings or telecommunications systems may reduce the attractiveness of our services and may

lead our customers to rent vehicles from competitors.

In addition, information technology is essential to maintain our internal control system. Our

systems are exposed to viruses, malware, failures, and other issues that may unexpectedly

interfere with our operations, as well as result in disruptions, delays, loss of data, or inability to

accept and serve our customers' bookings, in addition to failures in the network security control

that may result therefrom. Any disruption in our systems or its underlying infrastructure may result

in a material adverse effect on our business or entail financial losses.

In addition, our systems may suffer breaches resulting in unauthorized access, misappropriation

of information or data, deletion or modification of information about our customers, or denial of

service attacks or other disruption of the business operations. In case these security breaches

cannot be avoided, we may be subject to legal and financial obligations, including, but not limited

to, those provided for in Law 13.709 of August 14, 2018, and our reputation and outcome may be

impaired.

The failure to protect personal data may adversely affect the Company.

The Company manages and retains information related to its identified or identifiable customers

and its employees in the regular course of its operations. Unauthorized disclosures or security

breaches may subject the Company to lawsuits and administrative penalties, as well as negatively

impact its reputation.

The Company's business is exposed to the risk of possible non-compliance with its policies,

misconduct, negligence, or fraud by managers, employees, or third parties acting on behalf of the

Company, so that the customers personal information becomes available to third parties, which

could result in regulatory penalties and reputational and financial damage. In addition, the

Company's systems may suffer breaches resulting in unauthorized access, misappropriation of

information or data, deletion or modification of information about the customers, or denial of

service attacks or other disruption of our business operations. The Company may not be able to

prevent misconduct by managers, employees, or third parties.

As the techniques used to obtain unauthorized access and sabotage systems change constantly

and may not be known until they are launched against the Company or its third party service

providers, the Company may not be able to anticipate or implement appropriate measures to

provide protection against such attacks. If it is not possible to avoid such security breaches, the

Company could be subject to legal and financial obligations, as provided for in Law no. 13.709/18

(General Data Protection Act - "LGPD"), i.e., notice, incident disclosure obligation, deletion of

personal data, and a fine of up to two percent (2%) of the revenues of the company, group, or

conglomerate in Brazil in its last fiscal year, excluding taxes, which may reach a total of fifty million

reais (R$ 50,000,000.00) per breach. Finally, should an incident occur, the Company's reputation

would also be damaged, resulting in substantial loss of revenue due to lost sales and customers

dissatisfaction.

Currently, the processing of personal data in Brazil is regulated by a series of standards randomly

provided for in the legislation, such as the Federal Constitution, the Consumer Protection Code,

the Civil Code, and the Internet Civil Framework. The Company cannot guarantee that it will be

able to adopt adequate protections for the personal data processed in its systems, nor that it will

be able to comply with the rules established by the current legislation.

LGPD will come into effect in August 2020 and will transform the personal data protection system

in Brazil. LGPD sets a new legal framework to be respected in personal data processing

operations. In addition, LGPD establishes, among other topics, the rights of personal data holders,

the legal bases applicable to the processing of personal data, requirements for obtaining consent,

obligations and requirements regarding security incidents, leaks and transfer of personal data, as

well as provides for the creation of the National Data Protection Authority. Thus, the Company

may face difficulties in adapting to the new legislation, given the number and complexity of new

obligations to be complied with.

Any events in which information about our customers and/or employees may be compromised,

subject to unauthorized access, and other security breaches can reduce the demand for the

Company's services and products, causing a material and adverse impact on its business and

operating results.

g) Risks related to the Company's industry

A drop in the economic activity level in Brazil could reduce the demand for car rental, fleet

outsourcing and used car sales.

Our operating results, mainly related to the car rental market, are strongly affected by the

economic activity level in Brazil. A reduction in the economic activity typically results in a reduction

in tourism and business travels and, consequently, a reduction in the car rental volume. In the

event of a drop in the demand for car rentals, we may not be able to keep our rental volume and

additionally, may have to reduce the size of our fleet. These and other factors may adversely

affect our operating results due to the loss of scale resulting from the dilution of fixed costs.

Further, a drop in the economic activity level in Brazil may also adversely affect the results of the

fleet outsourcing and used car sales segment.

The car rental (RAC) and fleet outsourcing (TF) businesses are highly competitive.

The car rental (RAC) and outsourcing and fleet management (TF) industry is highly competitive

in terms of both price and service, as well as low entry barriers. We face competition from national

and foreign car rental companies of different sizes.

As to fleet outsourcing and management business, in addition to facing competition from the same

companies operating in the car rental business, it also competes with companies that are

dedicated exclusively to the fleet outsourcing and management business.

Some of our foreign competitors have significant financial funds of their own and third parties,

and can support strategies to expand their market share through more aggressive commercial

policies.

The competitive environment in this market may imply a drop in the demand for the businesses

we operate and/or an increase in the costs to capture and/or retain customers, adversely affecting

our growth and/or profitability. Furthermore, in view of the reasons above, we cannot ensure that

we will be able to retain and/or increase our market share in the segments in which we operate,

in line with our current strategy, especially in the fleet outsourcing business (TF), what may

adversely affect our operating results.

h) Risks related to the regulation of the sectors in which the Company operates

Changes in the tax legislation or conflicting constructions thereof may result in an

increase in certain direct and indirect taxes, which may reduce our gross margin.

The Brazilian government implements changes in the tax regime regularly, representing a

potential increase in our tax burden and that of our customers. Such changes include revisions

in rates and, occasionally, the introduction of temporary taxes, whose revenue is tied to specific

government purposes. In addition, changes made to Brazilian tax law for specific purposes, such

as state regulation of matters relating to the registration and licensing of motor vehicles and the

collection of the Tax on Vehicles ("IPVA"), occasional levy of Tax on Goods and Services (ICMS)

on the sale of used vehicles, and the reduction of the Tax on Manufactured Goods (IPI) on the

sale of new vehicles that was effective between 2012 and 2013 may impact the depreciation of

our operating fleet and the sale value of our assets for sales. Increases in our tax burden or the

effects of tax legislation changes on the depreciation of our fleet or the sale price of our property,

plant and equipment may adversely impact our business and operating results.

Some tax laws or regulations may be construed controversially by the tax authorities. The events

of controversy in the construction of the tax legislation include, but are not limited to, those related

to the method and term to calculate the PIS and COFINS credits related to automotive vehicles

recorded as property, plant and equipment by the Company, other tax credits. Consequently, the

Company may be adversely affected in case of a construction different from that which is the

basis for the Company to carry out its business.

Finally, bills still pending, if approved, may result in the taxation of dividends.

i) Risks related to foreign countries where the Company operates

Not applicable. The Company does not carry out activities in, nor obtain revenue from, foreign

countries.

j) Risks related to socio-environmental issues

Environmental and occupational health and safety laws and regulations may require

greater expenditures than those we currently incur to comply with them, and

noncompliance with such laws and regulations may result in civil, criminal, and

administrative penalties

Our activities are subject to comprehensive federal, state and municipal legislation, as well as

regulations, authorizations, and licenses related to the protection of occupational health and

safety and the environment. Any noncompliance with these laws, regulations, licenses, and

authorizations, or failure to obtain or renew them, may result in the application of criminal and

administrative penalties, such as imposition of fines, suspension of the activities, cancelation of

licenses, and revocation of authorizations, further to the negative publicity and liability to

remediate any environmental damage. We incurred and will continue to incur capital

expenditures and costs to comply with these laws and regulations. The atmospheric emissions

produced by our light vehicles operating fleet are subject to inspection and maintenance programs

for vehicles in use, which are usually state programs, but in case of municipalities with a fleet of

three million vehicles or more, such programs may be municipal. In the state of Rio de Janeiro,

our light vehicles fleet is already subject to periodic checks performed by the applicable

authorities. Environmental legislation has become progressively more stringent, and atmospheric

emissions controls tend to become stricter. The legal requirement of any new control standards

for atmospheric emissions generated by the transportation sector, including the greenhouse effect

gases released, can increase our operating costs. Due to the possibility of regulations or other

unpredicted events, especially considering that these laws become more stringent in Brazil, the

amount and timing required for future expenditures to maintain compliance with regulations may

adversely affect the availability of funds for capital expenditures and other purposes. The

compliance with new laws or the laws and regulations in force can entail an increase in our costs

and expenses, consequently resulting in lower profits.

k) Risks related to macroeconomic factors

Volatility and lack of liquidity in the Brazilian stock market and/or our shares may limit the

ability to sell the shares at the desired price and time.

The Brazilian securities market is substantially smaller, less liquid, more volatile and more

concentrated than the major international securities markets. Such market characteristics may

substantially limit the ability of the shareholders to sell the shares at the price and at the time they

wish to do so and, as a result, may adversely affect the market price of the shares. Additionally,

the market price of our shares may fluctuate for a number of reasons, including the risk factors

mentioned in this Reference Form, for reasons related to our operating and financial performance

and for national and international macroeconomic issues beyond the Company's control.

The Federal Government has exercised and continues to exercise significant influence

over the country's economy. This influence, as well as the Brazilian economic scenario

may cause a material adverse effect on the activities and operating results and even on

the price of our shares.

The Brazilian government often intervenes in the Brazilian economy and, occasionally, makes

significant changes in policies and regulations. Federal government actions to control inflation

and implement other policies and regulations frequently involve, among other measures,

increases in interest rates, price and wage controls, currency devaluations, restrictions on

remittances abroad, limits on imports, and freeze of current accounts. We have no control over

the policies or regulations that the Federal Government may adopt in the future, nor the ability to

forecast them. Our business, financial condition, operating results and prospects may be

adversely affected by changes in policies or regulations involving or affecting certain factors, such

as:

• inflation;

• foreign exchange policies;

• domestic economy growth;

• reduction in the liquidity of domestic capital and credit markets;

• monetary policies;

• social or political instabilities;

• fiscal policies and changes in tax legislation; and

• other political, social and economic developments in or affecting Brazil.

Measures taken by the Federal Government or speculation about future government actions may

lead to uncertainties regarding the Brazilian economy and increase the volatility of the domestic

capital markets, which may negatively affect our business, financial condition, operating results

and our prospects.

In October 2018, Brazilians elected the following political representatives: members of the federal

and state house of representatives, 2/3 of the senators and governors at first round. In addition,

in November, 2018, governors of all states as well as the President of the Republic, Jair

Bolsonaro, were elected at second round. Decisions taken by the new members if the National

Congress, as well as all other executive positions, including the President of the Republic, may

bring instability arising from possible uncertainties related to the practices to be implemented by

the new federal government, which may negatively affect our business, our financial condition and

our operating results.

Measures that the government adopts or fails to adopt can also generate people's dissatisfaction

and give rise to strikes, as was the case of the truck drivers' strike in all regions of Brazil in May

2018, which resulted in increased fuel prices throughout the national territory. Such facts may

have an adverse impact on our business, as they limit the use of motor vehicles, as well as limit

our customers' budget, leading them to opt for alternative means of transportation.

Our fleet outsourcing segment may be affected by the decline in confidence levels and

economic activity in Brazil.

The demand for car rental may be affected by the level of confidence and economic activity in

Brazil. Reduction in the economic activity results in a reduction in employability, investments, trips

and, consequently, reduction in the demand for car rentals, which may impact our revenue

deriving from fleet outsourcing (TF). These factors could lead to a loss of scale with the

consequent increase in our fixed costs and a drop in revenues from the fleet outsourcing segment

(TF), which could adversely affect us.

Risks related to the general deterioration of economic and market conditions or the

perception of risks in other countries.

The market value of securities of Brazilian issuers is affected by economic and market conditions

in other countries, including the United States, countries of the European Union, and emerging

markets. Thus, investors' reactions to developments in these other countries may negatively affect

the market value of the securities of Brazilian issuers. Financial crises in the United States, the

European Union, or in other countries may reduce the interest of investors in securities of Brazilian

issuers, including the Company. This may hinder our access to the capital markets and,

consequently, result in a possible increase in the cost to finance our operations.

In the past, the development of adverse economic conditions in other countries considered as an

emerging market led to the exit of investments and, consequently, the reduction of foreign funds

invested in Brazil. In addition, the financial crisis originated in the United States in the second half

of 2008 resulted in a recessive scenario on a global scale, with several effects that directly or

indirectly had a negative impact on the Brazilian stock market and economy, such as: fluctuations

in the prices of securities from publicly held companies, declining availability of credit, reduced

consumers' spending and investment, deceleration of the economy, exchange rate instability and

inflationary pressure. In view of these events, financial institutions may be unable to renew,

extend, grant new credit facilities under economically favorable terms or meet their obligations.

There is no collateral that the stock market will be open to Brazilian companies or that financing

costs in this market will be advantageous to the Company. Crises in other emerging countries may

restrict investors' interest in securities issued by Brazilian companies, including those issued by

the Company, which may impair their liquidity and market value, as well as make their access to

the stock market and to the financing of their operations in the future under acceptable or absolute

terms difficult.

Political instability may adversely affect the Brazilian economy, our business and our

operating results, as well as the trading price of our shares.

Brazilian markets have seen an increase in volatility due to the uncertainties arising from the

ongoing "Lava Jato (Car Wash)" investigation carried out by the Brazilian Federal Police and the

Federal Prosecution Office, and which has an impact on the country's economy and political

environment. Large numbers of members of the Brazilian federal government and the Legislative

Branch, as well as executives from large state and private companies, were convicted of political

corruption related to briberies, obtained through kickbacks in government procurements involving

infrastructure, oil and gas and construction companies. The amounts of these kickbacks allegedly

funded party campaigns, which were not recorded or publicly disclosed, and were used for the

personal enrichment of the beneficiaries of the corruption scheme. As a result, several politicians,

including members of the National Congress, former president Luis Ignácio Lula da Silva and

executives of the largest state-owned and private Brazilian companies resigned, were dismissed

or arrested, and elected members and other public servants are under investigation.

The potential outcome of these investigations is uncertain, but it already had a negative impact

on the image and reputation of the companies involved, and on the market's general perception

of the Brazilian economy.

The development of these cases of unethical conduct may adversely affect our business, financial

condition and operating results, as well as the trading price of our shares.

We cannot forecast the effects of these recent developments and the current political

uncertainties on the Brazilian economy

Government efforts to fight inflation may undermine the growth of the Brazilian economy

and our activities.

Brazil experienced high inflation rates in the past. Inflation and certain government measures to

stop inflation, along with speculations about government measures to be adopted, had a

significant negative impact on the Brazilian economy, contributing to economic uncertainty in

Brazil and increasing the volatility of the Brazilian stock market. The General Market Price Index,

or IGP-M, recorded inflation of 7.17% in 2016 and deflation of 0.52% in 2017. In 2018, the index

indicated an inflation of 7.55% over the previous year. Inflation, as measured by the 12-month

accumulated National Consumer Price Index (IPCA), closed the year 2018 at 3.75%. Possible

indications of monetary policy with inclination to contraction, adopted to control rising prices, may

limit access to credit and reduce economic growth in the country. Successive increases in inflation

can increase the Company's costs and expenses and, as a result, adversely affect it.

Any future measures taken by the Brazilian government, including interest rate reduction,

intervention in the foreign exchange market and implementation of mechanisms to adjust or

determine the value of the real currency may trigger inflation, affecting the overall performance of

the Brazilian economy. If Brazil shows high inflation in the future, the Company may be unable to

adjust the prices charged from its customers to offset the effects of inflation on its cost structure,

which may increase its costs and decrease its net and operating margins.

In addition, in case of an increase in inflation, the Brazilian government may choose to drastically

increase official interest rates. The increase in the interest rate may affect not only the costs of

new loans but also the current indebtedness value, increasing the Company's financial expenses.

This increase, in turn, may adversely affect the Company's ability to meet its obligations, as it will

reduce its cash availability.

Exchange rate instability may adversely affect the Brazilian economy, our businesses, our

financial condition, our operating results and prospects.

The Brazilian real has historically suffered frequent devaluations against the US dollar and other

foreign currencies. The real was quoted at R$1.63 per US$1.00 in August 2008. When the crisis

in the global financial markets began, the real was depreciated by 32.2% against the US dollar

and reached R$2.34 per US$ 1.00 at the end of 2008. In 2010, the real was revaluated against

the US dollar, reaching R$1.67 per US$1.00 at the end of 2010. In 2016, the real was revaluated

against the US dollar, reaching R$3.26 per US$1.00 on December 31, 2016. In 2017, the real

was devaluated as compared to 2016, reaching R$3.31 per US$1.00 on December 31, 2017. In

2018, the real depreciated against the US dollar, reaching R$3.87 per US$1.00 as of December

31, 2018. On September 30, 2019, the depreciation reached the level of R$4.16 for each

US$1.00.

The exchange rate instability may have a material adverse effect on the Company. The

devaluation of the real currency in relation to the US dollar and other foreign currencies may

create inflationary pressures in Brazil through a general price increase and cause a raise in

interest rates, what may negatively affect the Brazilian economic growth and, consequently,

restrict access to foreign capital markets.

Any further downgrading of Brazil's credit rating may adversely affect the Company and

the share trading price.

Credit ratings affect investors' perception of risk and, as a result, the required yields on debt issues

in the financial markets. Rating agencies regularly evaluate Brazil and its sovereign ratings taking

into account a number of factors, including macroeconomic trends, fiscal and budgetary

conditions, indebtedness and the prospect of change in these factors.

Standard & Poor's (S&P) downgraded Brazil's credit rating again in February 2016, from "BB+"

to "BB", and maintained its negative outlook on the rating, stating that the credit condition as from

the downgrading in September 2015 had worsened. In January 2018, S&P downgraded its rating

to "BB-", with a stable outlook, in light of doubts about the efforts to reform retirement pensions

and presidential elections in the year. In February 2016, Moody's downgraded Brazil's ratings to

below investment grade, to "Ba2", with negative outlook, stating the prospect of further

deterioration in Brazil's debt service in a negative or low-growth environment, further to

challenging the political dynamics. Moody's rating remained below investment grade in 2017 and

2018. In May 2016, Fitch also downgraded Brazil's credit rating to "BB" with a negative outlook.

The rating remained in 2017 and was further downgraded to "BB-" in February 2018. As a result,

the trading prices of debt instruments and shares of Brazilian issuers were negatively affected.

Any further downgrading of Brazil's credit rating may adversely affect the Company and the share

trading price.

4.2. Description of the key market risks

Cash Flow Risk or fair value associated to interest rate

This risk consists of the possibility that the Company suffer losses arising from fluctuations in interest rates accrued on its financial assets and liabilities. In case of loss resulting from such fluctuations, the Company may have its results and operations negatively impacted.

The Company has transactions with financial instruments, and on September 30, 2019 and December 31,

2018, the profile of the Company's interest-yielding financial instruments was:

CDI/IPCA-linked financial instruments

Financial Assets (*) 894,632 1,956,249

Financial liabilities (4,380,476) (3,849,474)

(3,485,844) (1,893,225)

Fixed rate instruments

Financial liabilities (32,920)

(74,873)

Total financial assets and liabilities (**) (3,518,764) (1,968,098)

(*) Refers to "financial investments" and "securities"

(**) Refers to the sum of "financial investments", "securities", "Loans, financing and debentures", and "Derivative Financial Instruments".

Sensitivity to interest rates

The Company and its subsidiaries made a Sensitivity Analysis of the effects on their income, resulting from

a 25% and 50% increase in CDI, IPCA, and Libor rates, for the linked financial assets and liabilities, as

follows:

09/30/2019 (12 months ahead) Consolidated Scenario Probable Scenario Possible Scenario Remote

Accounting balance

(R$ thousands)

Rate Gain

Rate Gain

Rate Gain

09/30/2019 Price

index (%) (Loss) (%) (Loss) (%) (Loss)

Financial investments and securities

894,632

CDI (Interbank

Deposit Certificate)

4.85%

37,280 6.06%

45,837

7.27%

50.243

Derivative financial instruments

(47,778) CDI x Pre 4.85%

(33,288)

6.06%

(38,971) 7.27%

(74.838)

Derivative financial instruments

30,208 Libor 3M x

CDI 4.85%

(19,112)

6.06%

(24,535) 7.27%

(32.661)

Loans, financing and debentures

(4,051,883)

CDI+ Spread

4.85%

(232,104) 6.06%

(284,223)

7.27%

(313.889) Loans, financing and debentures

(208,189)

Libor 3M 2.27%

(31,907) 2.83%

(38,683)

3.40%

(42.641)


(102,834)

IPCA

(Broad Consumer

3.55%

(10,612) 4.45%

(11,427)

5.36%

(12.247)

Price Index)

Net effect on profit and loss

(289,743)

(352,002)

(426.033)

Change in result in relation to the probable scenario

(62,259)

(136,290)

Credit risk

Credit risk results from cash and cash equivalents, derivative financial instruments, deposits in banks and

other financial institutions, as well as exposures of credit to customers, including outstanding accounts

receivable and repurchase and resale agreements, what may compromise the Company's liquidity.

The carrying amount of financial assets represents the maximum credit exposure, which was:

09/30/2019

(R$ thousands)

12/31/2018

(R$ thousands)

12/31/2017

(R$ thousands)

12/31/2016

(R$ thousands)

Cash and cash equivalents 680,508 1,755,864 402,489 172,478 Related parties 33,297 17,152 302 302 Securities 214,592 209,034 28,237 32,877 Trade accounts, other accounts receivable, and other credits: 518,904

396,014

151,337

102,325

Total 1,447,301 2,378,064 582,365 307,982

Liquidity risk

Liquidity risk is the risk that the Group face difficulties in complying with the obligations associated with its financial liabilities that are settled with cash payments or with another financial asset. Should the Group fail to comply with such obligations, its results and operations may be adversely affected. Below are the contractual exposures of financial liabilities, including estimated future interest payments, and

excluding the impact of currency trading agreements on the net position.

Carrying amount in Contractual

flow (R$

thousands)

12 months or less

(R$ thousands)

Between 2 and 5 years

(R$ thousands)

Over 5 years

(R$ thousands)

Total (R$

thousands)

09/30/2019 (R$

thousands) Liabilities Loans, financing and debentures 4,395,826 5,596,917 318,807 5,125,063 153,047 5,596,917 Property lease 141,743 167,191 61,696 100,243 5,252 167,191 Credit assignment by suppliers 622,953 630,049 630,049 630,049 Suppliers 1,071,145 1,071,145 1,071,145 1,071,145 Other accounts payable 23,823 23,823 22,329 1,494 23,823

Total 6,255,490 7,489,125 2,104,026 5,226,800 158,299 7,489,125

4.3 - Non-confidential and relevant judicial, administrative, or arbitral proceedings

On the base date September 30, 2019, the Company was a party to judicial and administrative

proceedings of tax, civil and labor nature deriving from the normal course of its business, totaling

the amount of R$336.6 million. This total amount involves: (i) probable loss, proceedings involving

the amount of R$114.8 million, which are provisioned; (ii) possible loss, proceedings involving the

amount of R$255.7 million, for which the Company made provisions only for proceedings that

impacted the allocation of the purchase price of the acquisitions of Unidas S.A. and Auto Ricci

S.A. (total R$52.5 million, of which the amount of R$51.3 million relates to the acquisition of

Unidas S.A. and R$1.2 million to the acquisition of Auto Ricci S.A.); and (iii) remote loss,

proceedings involving the amount of R$37.4 million, for which the Company does not make

provisions.

Provisions for risks and litigations were recorded for lawsuits whose chances of loss (with outflow

of funds to settle them) was assessed as probable, based on the opinion of lawyers and external

legal counsels.

On September 30, 2019, the Company was not a party to any arbitral procedure.

Below are the judicial, administrative or arbitral proceedings that individually are deemed relevant for the Company and its subsidiaries. i. Civil proceedings

They correspond mainly to lawsuits of an indemnity nature filed by victims of car accidents

involving its fleet cars, seeking pecuniary and non-pecuniary damages allegedly resulting from

such events. On September 30, 2019, the Company was a party to 3,196 proceedings of civil

nature, either as plaintiff or defendant, involving a total estimated amount of R$91.4 million, of

which R$8.5 million were provisioned.

It is not possible to indicate the trend of the majority case law on proceedings of civil nature, as

they are mostly related to automobile accidents. The decisions on this type of accident are

rendered based on the circumstances of each accident and evidence presented in each case,

that is, they do not have an established pattern.

Except for the lawsuits below, on September 30, 2019, there was no civil lawsuit involving the

Company that, considered individually, is relevant.

Proceeding No. 1010541-18.2013.8.26.0100 (UC 3734)

a. court 22nd Civil Court of the Central Courthouse of the Judicial District

of São Paulo, State of São Paulo

b. level trial court

c. date of filing 03/13/13

d. parties to the case National Association for the Citizenship and Consumer Protection

- ANADEC x Unidas Rent a Car.

e. amounts, assets or

rights involved R$5.0 million

f. main developments

Public-interest civil action filed on 03/13/2013, where plaintiff

claims that clauses 4.1 "k", 7.7 and 7.8 and 4.2, item "B" of the

Rent a Car lease agreement in force at the time the proceeding

was filed are abusive. For this reason, it requested that those

clauses be declared void, with the consequent order that the

amounts paid on account of said management fee be returned to

consumers. The answer filed on 8/6/2013 showed the evident

groundlessness of the plaintiff's requests, as Unidas did not violate

any rule that could justify a revision of the agreement executed with

its customers, and no redress for the business activities regularly

developed was due. On 9/26/2014 the case was partially granted

to: declare clauses 7.7 and 7.8 partially void, determining a prior

written notification to consumer prior to any collection or discount

of charges from consumer's credit card after return of the vehicle;

declare clause 4.1, "v", which imposes the collection against

consumer of any fees or taxes that may be introduced, fully void;

declare clause 4.2, "b" partially void, and order that the amounts

mentioned therein be collected only where the consumer has given

cause thereto; and declare clause 4.1., "k", partially void, and

determine the impossibility to collect "management fee".

Consequently, defendant was ordered to refund consumer for the

amounts related to said management fee (clause 4.1, "k"), limited

to the five-year limitation period. The amounts to be refunded shall

be adjusted for inflation by the rate table of the Court of Appeals of

São Paulo as from the respective disbursements, and added with

default interest of 1% per month as from service of process. The

agreements shall be amended by defendant within thirty days, on

pain of daily fine of R$1,000.00, and the new wording of the

agreement shall be proven in court. On 10/20/2014, Unidas filed

an appeal, which was received by the lower court for effect of

review and supersedeas and, after plaintiff filed its brief of

appellee, the case record was sent to the Court of Appeals of São

Paulo, which dismissed the appeal. A motion for clarification was

filed and even had the nature of a prior assertion of a constitutional

claim, which was heard and dismissed by the 28th Private Law

Chamber of the Court of Appeals of São Paulo. In view of Unidas'

interest, a special appeal was filed to evidence a violation of article

1.022 of the Code of Civil Procedure, with the consequent request

for declaration of nullity of the appellate decision and a new

judgment of the motion for clarification; to argue violation of Articles

257, paragraphs 2 and 3, 282 paragraph 3, both of the Brazilian

Traffic Code and; 104, item III, 421, 422 and 884, of the Civil Code

and discrepancy in the case law. The Court of Appeals dismissed

the special appeal, hence an interlocutory appeal was filed, which

was dismissed by the Superior Court of Justice (STJ). Although

dismissed, the appellate decision stated that Unidas may pay the

fine with a discount and charge the lessee's credit card, but must

notify the lessee of such charge in advance. Motion for clarification

was filed, which was unanimously dismissed by the 4th Panel of

the STJ. Finally, we filed an appeal to the Federal Supreme Court,

which is pending judgment.

g. chances of loss

(probable, possible or

remote)

Probable

h. impact analysis in

case of loss of the case

In case of loss, Unidas Rent a Car will have to (i) change its

agreements, to exclude the 15% fine currently charged as

management fee from customers at the time of effective receipt of

traffic tickets; (ii) return all amounts received from consumers on

account of management fee; and (iii) remove from the agreements

the respective clauses determining that all extra expenses will be

charged directly to customers' credit cards, all on pain of

application of fine. The estimated amount of loss is R$5.0 million.

Proceeding no. 0549962-24.2017.8.05.0001

a. court trial court

b. level 11th Consumers Court of the Judicial District of Salvador/BA


d. parties to the case Plaintiff: Prosecution Office of the State of Bahia

Defendant: Unidas S/A

e. amounts, assets

or rights involved R$50 thousand

f. main

developments

Public-interest civil action seeking to exclude clauses: "4" items "h",

"l", "m", "o", "q", "r", "s", and "t"; “4.2”, item “e”: “5.6.1.”; “7.7”;

“7.9.”; “8.2.”; "8.6", item "e": "8.7"; “8.10.”; "10.2"; “10.12." and;

“10.15” as well as the change of clauses “1.9”; “2.2.2”; “4.2” items

“b”, “d”, “f”; “5.4”; "5.4.1"; "5.6"; "5.7.11"; “7.4.”; "7.4.1."; "7.8."; "7.10.";

"7.11."; "7.12."; “8.1.” items “a”, “b”, “d”, “e”, “f”, “g”, “h”; "8.3."; “8.3.1”;

"8.5."; “8.6.”; "8.7.11"; "8.8."; "8.9."; “8.9.1.”; "8.10.1."; "8.11."; "8.12.";

"9.2."; “10.1.”; “10.3.”; "10.8."; “10.10.”; "10.11."; "10.14."; “10.18.”

and; “10.20”, of the rental agreement of Unidas in force in 2017, as

well as the grant of a preliminary injunction for Unidas to amend the

contractual clauses, as indicated in pages 35/47 of the complaint,

within 24 hours, on pain of a daily fine in the amount of R$50,000.00.

As the preliminary injunction was granted, an interlocutory appeal

with request for supersedeas effect was filed against the decision that

granted the interlocutory relief. The Court of Appeals of Bahia

dismissed the interlocutory appeal against such decision, then

Unidas filed a motion for clarification, which was dismissed. In view

of this, appeals were filed before the higher courts so as not to incur

the fine for breach of the obligation. In November, 2017, a defense

was filed to present preliminary arguments (i) that the courts of Bahia

lacked jurisdiction to decide on the litigation, as another public-

interest civil action litigating the same matter was filed by the National

Association for the Citizenship and Consumer Protection - ANADEC,

case record no. 1010541-18.2013.8.26.0100, assigned on March 13,

2013 to the 22nd Civil Court of the Central Courthouse of the State

Capital of São Paulo (described in the chart above); (ii) that the

Prosecution Office of Bahia lacked standing to sue; (iii) of defective

pleading, as the complaint lacked a cause of action and; (iv) violation

of due legal process in view of impairment to adversary proceeding,

and Unidas requested that, on the merits, the previously granted

interlocutory relief be vacated, (i) the inexistence of abuse in the

contractual clauses, disputed by plaintiff; (ii) Unidas explained the

disputed clauses and their purpose for the performance of its

activities; (iii) the inexistence of damage suffered by consumers. On

January 23, 2018, plaintiff filed its reply to the answer, and reiterated

the terms of the complaint. Currently, pending rendition of judgment.

g. chances of loss

(probable, possible

or remote)

Possible


case of loss of the

case

In case of loss, Unidas Rent a Car will have to change its

agreements, to exclude the collection of management fees deriving

from traffic tickets, airports, return of vehicles in other locations,

accessories, no-show, additional drivers, as well as change clauses

related to malfunctions and mandatory participation. Further, the

Company must bear the payment of a daily fine set at five hundred

reais (R$500.00) for the period of non-compliance with the

preliminary injunction, which will be reverted to the Fund for Redress

of Affected General Interests.

ii. Tax proceedings

On September 30, 2019, the Company was a party to several tax-related proceedings arising

from the normal course of its business. Based on the individual analysis of these cases, supported

by the opinion of the Company's lawyers, a provision was made for cases whose chances of loss

are deemed probable. On September 30, 2019, the tax related cases totaled an estimated amount

of R$197.2 million, of which R$85.9 million was provisioned and for which the Company had made

court deposits in the amount of R$47.7 million.

The purposes of said cases involve, for the most part, the dispute on the tax assessed on vehicles

(IPVA). However, we do not deem this tax due, as in our opinion the State Law of São Paulo that

introduced the collection of IPVA is unconstitutional and resulted from the tax war among States.

It is currently litigated through an action for declaration of unconstitutionality no. 4376, filed by the

National Trade Confederation - CNC, in progress at the Federal Supreme Court. The reason why

is because the law introduced the tax on vehicles being driven in the State of São Paulo,

irrespective of the place where they were registered. We paid the tax claimed by the State of São

Paulo to the State of Minas Gerais, where the cars are registered.

Likewise, we litigate the PIS and COFINS contributions, seeking to (i) rule out the unlawful and

unconstitutional increase in the rates of PIS and COFINS contributions established by Decree No.

8.426/2015 on our financial revenues, as well as (ii) rule out application of Interpretative

Declaratory Act RFB 04/2015 and ensure the right to calculate the PIS and COFINS contribution

liabilities on the acquisition cost of motor vehicles registered as property, plant and equipment

and destined to rental, based on the regime established in paragraph 14 of art. 3, and respective

item IV, 10.833/2003 (1/48 each month - 4 years), offsetting all liabilities, even where the vehicles

are coupled with article 15, item II, of Law sold before elapse of the forty-eight (48) month period,

set forth in the provision as the term for exhaustion of the full liability.

On May 21, 2009, the Brazilian Federal Revenue ("SRFB") issued tax assessment notices to

Unidas S.A., claiming payment of Legal Entity Income Tax and Social Contribution on Net Income,

resulting from disallowance of the premium amortization expenses in the periods between 2004

and 2007, in the total updated amount of R$57,340 thousand on September 30, 2019. On

December 11, 2014, SRFB issued tax assessment notices to Unidas S.A., claiming payment of

Legal Entity Income Tax and Social Contribution on Net Income, resulting from the disallowance

of the premium amortization expenses and SWAP agreements expenses, related to base year

2009, in the updated amount of R$34,392 thousand on September 30, 2019.

The tax proceedings representing a contingent liability include those deemed relevant and closed

to the public, as listed below.

Proceeding no. 0019100-27.2015.4.03.6100

a. Court: 10th Federal Court of the Judicial Section of São Paulo

b. Level: Appellate Court

c. Date of filing: 9/22/2015

d. Parties to the

case:

Plaintiff: Companhia de Locação das Américas

Defendant: Special Federal Revenue Office of the Tax

Administration in São Paulo

e. Amounts,

assets or rights

involved:

R$59.5 million

f. Main

developments:

Petition for Writ of Mandamus filed to rule out application of the

Interpretative Declaratory Act RFB 04/2015 and to ensure the

Company's undisputable right to (i) offset the PIS and COFINS

contribution liability on the cost to acquire automotive vehicles

registered in its property, plant and equipment account and intended

for rental, based on the regime established by article 3, item VI coupled

with paragraph 14 and article 15, item II, of Law 10.833/2003 (straight-

line ratio of 1/48 each month - 4 years), as well as (ii) offset the full

amount of the liabilities, even where the vehicles are sold prior before

elapse of the forty-eight (48) month period, set forth in the provision as

the term for exhaustion of full liability. Subsequently, the Company

requested that it be ensured of its right to record the credits of said

contributions at the straight-line ratio of 1/48 monthly until the sale of

the assets, both for previous events and those after the filing of the

lawsuit. In addition to requests (i) and (ii) above, the Company

requested the right to recover amounts that it has paid or deposited, or

that it may pay during the progress of the proceeding. On 9/30/2015,

the requested preliminary injunction was granted to declare the

suspension of the tax liability arising from application of ADI 04/2015,

"ensuring the petitioner's right to record the PIS and COFINS

contribution credits arising from acquisition of vehicles recorded in

property, plant and equipment and intended for rental to third parties,

pursuant to article 3, item VI, coupled with paragraph 14 and article 15,

item II, all of Law 10.833/03, until the end of the forty-eight (48)-month

period, even in the event the sale is sold before elapse of this period".

On 1/18/2016, the requested was deemed with grounds and

subsequently, on 3/7/2016, the Federal Government filed an appeal.

On 3/9/2016, a decision was rendered to receive the Federal

Government's appeal only for effect of review. On 4/5/2016, the

Company filed brief of appellee and on 5/20/2017, the case record was

held under advisement by the Reporting Judge, with no new

developments.

g. Chances of

loss:

Possible.

h. Impact in case of

loss of the case:

Non offset of the PIS and COFINS contribution liabilities resulting

from the acquisition of vehicles recorded in property, plant and

equipment and subject to rental to third parties until elapse of the

forty-eight (48)-month period, even where the assets composing the

property, plant and equipment (vehicles) are sold before elapse of

said term, as well as payment of the offset liability to the Federal

Revenue Office.

Proceeding no. 0015940-91.2015.4.03.6100


b. Level: Supreme Court


d. Parties to the

case:

Plaintiff: Companhia de Locação das Américas



e. Amounts,

assets or rights

involved:

R$7.2 million, which was fully deposited in court.

f. Main

developments:

Petition for Writ of Mandamus seeking to ensure the right not to be

subject to the unlawful and unconstitutional increase of the rates of

the PIS and COFINS contribution established by Decree No.

8.426/2015 on financial revenues, requesting a preliminary injunction

to (i) to suspend the enforceability of the PIS and COFINS amounts

resulting from the application of the general rate of 4.65% established

by said Decree, and successively (ii) to recognize the right to offset

PIS and COFINS liabilities arising from financial expenses incurred,

based on same rate defined for taxation of financial income was

established, until final decision. The Company has been making

monthly court deposits of all amounts due on account of PIS and

COFINS levied on Financial Revenue since July 2015. On 8/19/2015,

the preliminary injunction was denied. Case record held by the judge

under advisement. On 4/8/2016 the preliminary injunction sought was

dismissed. On 5/30/2016 and Appeal was filed and included in the

docket on 2/15/2017. During the judgment session the Appeal was

dismissed by unanimous decision and on 3/17/2017 a Motion for

Clarification was filed. On 7/19/2017 the Motion for Clarification was

dismissed by unanimous decision. On 8/18/2017, Special and

Extraordinary appeals were filed against the decision. On 4/4/2018

the brief of appellee filed by the Federal Government was inserted in

the record. On 5/8/2018 the Extraordinary Appeal was stayed. On

05/28/2018 a Motion for Clarification was filed in the record of the

Extraordinary Appeal and an Internal Interlocutory Appeal was filed in

the record of the Special Appeal.

g. Chances of

loss:

Possible.


loss of the case:

PIS/COFINS contribution levied at the 4.65% rate on financial

revenue, as provided for in Decree no. 8.426/2015.

Administrative proceeding no. 19515.001749/2009-49

a. court Brazilian Federal Revenue Office

b. level Board of Tax Appeals


d. parties to the case Plaintiff: Brazilian Federal Revenue Office

Defendant: Unidas S.A.

e. amounts, assets

or rights involved R$57.3 million

f. main

developments

Tax assessment notice seeking collection of Corporate Income Tax

("IRPJ") and Social Contribution on Net Income ("CSLL") for base

years 2004 through 2007, due to the alleged non-deductibility of

premium amortization expenses, allegedly undue exclusion of the

Allowance for Doubtful Accounts ("PDD") and non-deductibility of

part of Swap expenses. Challenged filed on 6/19/2009. The trial court

administrative decision deemed the assessment partially grounded,

hence the amount in controversy in the tax assessment notice was

reduced, given the recognition of the right to offset accumulated tax

losses as well as the CSLL negative base in previous years. On

March 29, 2010, the Company filed a Voluntary Appeal to the Board

of Tax Appeals (CARF). At session held on 4/9/2018, CARF, instead

of entering judgment, ordered the production of more evidence. The

record was forwarded to the Brazilian Federal Revenue Office for

Inspection (DEFIS) on 11/19/2018.

g. chances of loss

(probable, possible

or remote)

Possible


case of loss of the

case

In the event of loss, the Company will be compelled to pay IRPJ and

CSLL, fine and legal interest, with an estimated financial impact of

R$57.3 million.

Tax Execution Action no. 0024893-65.2010.4.03.6182 (motion to stay execution no.

0038275-28.2010.4.03.6182)

a. court 7th Federal Court of Tax Executions of the Judicial Subsection of

São Paulo

b. level judicial trial court


d. parties to the case Plaintiff: National Treasury


e. amounts, assets


f. main

developments

Tax execution action filed on 8/3/2010 and received by Unidas on

8/24/2010, seeking collection of PIS (for the period from 8/2002

through 11/2002) and COFINS (for the period from 8/2002 through

1/2004), levied on car rentals (personal property rental), as the

Company had been granted a preliminary injunction under a lawsuit

litigating the constitutionality of said taxes, and collection during said

period was suspended. The preliminary injunction was subsequently

revoked, what led the National Treasury to file the collection action.

On 9/15/2010 the Company filed a Motion to Stay Tax Execution, and

made a court deposit in the amount of R$10.5 million. Currently, the

tax execution action is stayed until decision on the Motion. The

Motion, in turn, is suspended awaiting final decision on Action no.

0014809-38.2002.403.6100, which was suspended until judgment of

the matter with general repercussion (Extraordinary Appeal - RE

659.412/Subject 684 – PIS and COFINS levy on revenue from

personal property rental).

g. chances of loss

(probable, possible

or remote)

Probable


case of loss of the

case

In the event of loss, the Company will be compelled to pay the PIS

and COFINS contributions, fine and legal interest, in the estimated

amount of R$19.1 million. Under this scenario, the deposited amount

will be converted into revenue to the Federal Government, thus with

no financial impact to the Company.

Administrative Proceeding no. 19515.721460/2014-15

a. court Brazilian Federal Revenue Office

b. level Board of Tax Appeals


d. parties to the case Plaintiff: Brazilian Federal Revenue Office


e. amounts, assets


f. main

developments

Administrative proceeding arising from tax assessment notices

issued to collect Corporate Income Tax ("IRPJ") and Social

Contribution on Net Income (“CSLL”), for base year 2009. According

to information in the "Notice of Tax Audit" ("TVF"), attached to said

tax assessment notices, taxpayers had committed the following

alleged violations; (i) improper exclusion from the IPRJ and CSLL tax

base of get-together expenses, which according to the tax authority,

was not necessary for the company's activity; (ii) part of the expenses

incurred by the Company in the development of its corporate purpose

had not been proven, and were unduly deducted; (iii) failure to add

premium amortization expenses arising from acquisition of URC

Rent a Car do Brasil Ltda. ("URC") by SAG do Brasil Ltda. ("SAG do

Brasil"), subsequently merged by the Company, as said premium

was generated internally and there would be no "proof of payment",

nor a proof of grounds (Appraisal Report/Statement of Future

Profitability); (iv) the Company would have excluded from the taxable

income calculation the expenses with SWAP agreements, in excess

of its gains, which (a) had not been presented to the tax auditors or

(b) were not registered at CETIP S.A. - Mercados Organizados

and/or (c) whose currency exchange purpose had not been proven.

A challenge was filed on 1/15/2015. The trial court administrative

decision deemed the assessment partially grounded, as (i) it

recognized a small reduction related to get-together party expenses;

(ii) it recognized the proof of part of the deducted expenses; and (iii)

as to the Swap agreements, registration at B3 and the purpose of 2

agreements were recognized, determining the discharge of both

parties' total losses, considered that some agreements were provenly

registered whereas the purpose of the protection was not, and

decided to discharge part of the assessed tax liability up to the limit

of gains earned, thus the amount disputed in the tax assessment

notice had a substantial reduction. On 5/5/2017, the Company filed

Voluntary Appeal. Currently awaiting decision on the mandatory

review and Voluntary appeal.

g. chances of loss

(probable, possible

or remote)

Possible


case of loss of the

Case

In the event of loss, the Company will be compelled to pay IRPJ

and CSLL, fine and legal interest, with an estimated financial impact

of R$33.1 million.

Case No. 1031688-16.2019.4.01.3400

a. Court: 2nd Federal Civil Court of the Judicial Section of Brasília in the Federal

District

b. Level: Trial Court


d. Parties to the

case:

Plaintiff: Unidas S.A

Defendant: Federal Government

e. Amounts,

assets or rights

involved:

R$22.0 million

f. Main

developments:

Action filed to rule out application of the Interpretative Declaratory Act RFB 04/2015 and to ensure the Unidas right to (i) offset the PIS and COFINS contribution liability on the cost to acquire automotive vehicles registered in its property, plant and equipment account and intended for rental, based on the regime established by article 3, item VI coupled with paragraph 14 and article 15, item II, of Law 10.833/2003 (straight-line ratio of 1/48 each month - 4 years), as well as (ii) offset the full amount of the liabilities, even where the vehicles are sold prior before elapse of the forty-eight (48) month period, set forth in the provision as the term for exhaustion of full liability. Subsequently, Unidas requested that it be ensured of its right to record the credits of said contributions at the straight-line ratio of 1/48 per month until the sale of the assets, both for previous events and those after the filing of the lawsuit, provided that such matters are the subject matter of the tax administrative case 08.1.65.00-2018-00483-7, mentioned below. In addition to requests (i) and (ii) above, Unidas requested the right to recover amounts that it has paid or deposited, or that it may pay during the progress of the proceeding. Currently, it is awaiting the consideration of the request for interlocutory relief. On 11/04/2019, an Order was issued determining the subpoena of the Public Treasury to present information. On 11/12/2019, a Decision was rendered rejecting the preliminary injunction requested by Unidas. For this reason, we will file an Interlocutory Appeal with a request for appeal relief in order to reverse the decision.

g. Chances of

loss:

Possible.


loss of the case:

Non offset of the PIS and COFINS contribution liabilities resulting from

the acquisition of vehicles recorded in property, plant and equipment

and subject to rental to third parties until elapse of the forty-eight (48)-

month period, even where the assets composing the property, plant

and equipment (vehicles) are sold before elapse of said term, as well

as payment of the offset liability to the Federal Revenue Office.

TAX ADMINISTRATIVE CASE - 08.1.65.00-2018-00483-7

a. Court: Special Office of the Federal Revenue of Brazil for Foreign Trade

Inspection - DELEX

Industry Inspection Division - DIFIS II - Inspection Team III

b. Level: Administrative


d. Parties to the

case:

Plaintiff: Special Office of the Federal Revenue of Brazil in São

Paulo

Defendant: Unidas S.A

e. Amounts,

assets or rights

involved:

R$ 22.9 million

f. Main

developments:

This is an assessment against Unidas S.A for (i) compliance with

ancillary obligations with inaccurate, incomplete, or omitted

information; (ii) the incorrect accounting of the depreciation of its

property, plant and equipment at the linear ratio of 1/48 per month; (iii)

disallowance of expenses not considered as inputs by the tax authority,

given the alleged lack of relevance and essentiality of the acquired

good or service. All requirements refer to the fiscal year of 2015. It is

worth mentioning that the collection highlighted in item (ii) will be dealt

with in the records of the Action 1031688-16.2019.4.01.3400,

considering its previous distribution. In relation to the other amounts

required (i and iii), an administrative objection will be filed.

g. Chances of

loss:

Possible.


loss of the case:

Non offset of the PIS and COFINS contribution liabilities resulting

from the acquisition of vehicles recorded in assets and subject to

rental to third parties until elapse of the forty-eight (48) month period,

even where the assets composing the assets (vehicles) are sold

before the elapse of said term and the payment of the offset liability

to the Federal Revenue Office, as well as the application of penalty at

the authorities own initiative resulting from the assessment, plus

default penalty and interest. Payment of a penalty for non-compliance

with ancillary obligation and unduly credited amounts.

Case No. 5012471-78.2017.4.03.6100




d. Parties to the

case:

Plaintiff: Unidas S.A



e. Amounts,

assets or rights

involved:

R$ 2.3 million, provided that we deposited the amounts discussed

monthly, in installments of approximately R$ 75 thousand each.

f. Main

developments:

Petition for Writ of Mandamus seeking to ensure the right not to be

subject to the unlawful and unconstitutional increase of the rates of

the PIS and COFINS contribution established by Decree No.

8.426/2015 on financial revenues, requesting a preliminary injunction

to (i) to suspend the enforceability of the PIS and COFINS amounts

resulting from the application of the general rate of 4.65% established

by said Decree, and successively (ii) to recognize the right to offset

PIS and COFINS liabilities arising from financial expenses incurred,

based on same rate defined for taxation of financial income was

established, until final decision. On 08/21/2017, a Decision was

rendered rejecting our request for preliminary injunction. For this

reason, we filed an Interlocutory Appeal (AI No. 5016561-

96.2017.4.03.0000) on September 6, 2017, which was deemed moot

by the rendering of a judgment rejecting the injunction requested,

issued on 02/20/2018. On 03/14/2018, an Appeal was filed by the

company, which was dismissed. On 08/30/2018, a Motion for

Clarification was filed by the company, which is currently awaiting

judgment. In order to suspend the enforceability of the claims under

discussion, the Company began to deposit the amounts disputed in

the case record into court since August 2018, and will do so until the

end of the dispute.

g. Chances of

loss:

Possible.


loss of the case:

PIS/COFINS contribution levied at the 4.65% rate on financial

revenue, as provided for in Decree no. 8.426/2015.

4.3.1 - Total provisioned amount

The total amount provisioned for the cases described in item 4.3 is of R$ 19.7 million on

September 30, 2019.

4.4 - Judicial, administrative or arbitration proceedings not closed to the public, in which the Company or its subsidiaries are party and the opposing parties are managers, former managers, controllers, former controllers or investors Further to the proceedings described below, there are no other judicial, administrative or arbitration proceedings not closed to the public, where the opposing parties are managers or former managers, controllers or former controllers or investors of the Company or its subsidiaries.

Proceeding no. 0000700-42-2011-503-0111

a. Court: 32nd Labor Court of Belo Horizonte/MG



d. Parties to the case:

Plaintiffs: P.M. F. and R.M. F.

Defendant: Companhia de Locação das Américas

e. Amounts, assets or rights involved:

R$0.00

f. Main developments:

Former managing members seeking employment relationship, commissions, bonuses and awards, salary differences, severance pay, reimbursement of expenses with taxes. Plaintiffs were members of Locarvel and, subsequently, our members, through a conduit legal entity, between mid-year 2000 until year 2010. In 2010, plaintiffs sold their shares to our company. In our defense, we argued the inexistence of an employment relationship before 7/18/2008 as well as the service provision linked to a virtual employment relationship as from March, 2009. The case is pending a trial hearing, scheduled for 10/2/2013. The hearing of 10/2/2013 was adjourned to comply with a letter rogatory to Mexico, for testimony of Defendant’s witness. New Trial Hearing scheduled to 7/16/14 at 10:45 a.m. Hearing adjourned again for 5/29/2015 at 10:30 a.m., due to lack of return of letter rogatory. Hearing adjourned again for 5/30/2016 at 10:30 a.m., due to lack of return of letter rogatory. On 5/11/2016 the hearing was adjourned again for 9/13/17 at 10:30 a.m. It is worth mentioning that the process at issue is maintained jointly with case no. 0000718-29.2012.5.03.0111 (below), filed by dependency. In this regard, it should be pointed out that both actions have as basic difference the fact that the present lawsuit was filed only against the Company and the lawsuit below was filed against the Company and Locarvel Locadora de Veículos Ltda., the company's subsidiary. In addition, it is noted that the claims formulated in both actions are identical and, in the opinion of the outsourced office that sponsors both cases, the plaintiffs' claim would be lapsed in relation to Locarvel, being that the other claims, filed against the Company, shall be exclusively judged in the main proceeding. Thus, although the lawsuits are handled jointly, the retained law firm that handles both cases is of the opinion that they have different chances of success. The trial hearing was held on 09/13/2017, whereat the witnesses testified. On 10/5/2017 the court published the decision that dismissed the requests in the complaint. We filed a statement on the Motion for Clarification filed by plaintiffs. On 11/16/2017 the Motion for Clarification was deemed groundless. On 11/29/2017, the court published the legal term for us to file a brief of appellee to Plaintiffs' Ordinary Appeal. On 5/17/2018, Plaintiff's Ordinary Appeal, was dismissed, the Complainant's Ordinary Appeal, as well as the Company's were dismissed. On 5/24/2018 a motion for clarification was filed. On 6/13/2016 the motion was dismissed.

On 10/24/2018 the record was sent to the Superior Labor Court to judge the Interlocutory Appeal due to Motion to Review dismissed.

g. Chances of loss:

Remote

h. Impact in case of loss of the case:

R$ 6,083,264.51

Proceeding no. 0000718-29.2012.5.03.0111

a. Court: 32nd Labor Court of Belo Horizonte/MG

b. Level: Trial Court


d. Parties to the case:

Plaintiffs: P.M. F. and R.M. F.

Defendants: Companhia de Locação das Américas and Locarvel Locadora de Veículos

e. Amounts, assets or rights involved:

R$0.00

f. Main developments:

Former managing partners seeking employment relationship, commissions, bonuses and awards, salary differences, severance pay, reimbursement of tax expenses, also in relation to company Locarvel, as in case no. 0000700-42-2011- 503-0111 such request is only against Locamerica. Plaintiffs were members of Locarvel and, subsequently, our members, through a conduit legal entity, between mid-year 2000 until year 2010. In 2010, plaintiffs sold their shares to our company. In our defense, we argued the inexistence of an employment relationship before 7/18/2008 as well as the service provision linked to a virtual employment relationship as from March, 2009. The proceeding was consolidated with case no. 0000700-42-2011-503-0111, which is pending trial hearing scheduled for 7/16/14 at 10:45 a.m. Hearing adjourned again for 5/29/2015 at 10:30 a.m., due to lack of return of letter rogatory. Hearing adjourned again for 5/30/2016 at 10:30 a.m., due to lack of return of letter rogatory. On 5/11/2016 the hearing was adjourned again for 9/13/17 at 10:30 a.m. On 5/10/2017 the court published the decision that dismissed the case. On 10/17/2017 the Company was granted examination of the case record so as to file a statement on the Motion for Clarification filed by plaintiffs. On 11/16/2017 the Motion for Clarification filed by plaintiffs was dismissed. On 1/29/2018 the Ordinary Appeal filed by the parties was assigned to the judge. On 5/17/2018 the appeal was entertained and dismissed. The company's appeal was also dismissed. On 5/24/2018 a motion for clarification was filed. On 6/13/2016 the motion was dismissed. It should be stressed that the case was assigned to the same judge presiding over a connected suit, namely no. 0000700-42-2011-503-0111, described above. In this regard, it should be pointed out that both cases have as basic difference the fact that the present lawsuit was filed only against the Company and Locarvel Locadora de Veículos Ltda., a subsidiary of the Company, while the preceding lawsuit was filed only against the Company. In addition, it is noted that the claims formulated in both actions are identical and, in the opinion of the outsourced office that sponsors both cases, the plaintiffs' claim would be lapsed in relation to Locarvel, being that the other claims, filed against the Company, shall

be exclusively judged in the main proceeding. Thus, although the lawsuits are handled jointly, the retained law firm that handles both cases is of the opinion that they have different chances of success.

g. Chances of loss:

Remote

h. Impact in case of loss of the case:

R$0.00

4.4.1. Indicate the total amount provisioned, if any, for the proceedings described in item

4.4.

No amount provisioned in relation to proceedings described in item 4.4.

4.5 - Relevant confidential proceedings to which the Company or its subsidiaries are a

party and which have not been reported in items 4.3 and 4.4 above

The Company has filed the lawsuit mentioned below, which is pending in confidentiality.

Tax Proceeding

Analysis of the impact in case of loss. Taxation of the amounts in the exercise of the

options of the participants in the developed

Share Plan.

Amounts, assets or rights involved R$ 7.3 million, provided that the amounts

under discussion were deposited.

4.6 Describe any repetitive or connected judicial, administrative or arbitral proceedings, based on similar legal facts and causes, not confidential and which together are relevant, where the issuer or its subsidiaries are party, identifying them as labor, tax, civil and others, and indicating:

On September 30, 2019, the Company was a party to judicial, administrative, repetitive or

connected proceedings, based on similar legal facts and causes, which were not confidential and

which together are relevant, as follows:

i. Tax proceedings

The Company is a party to administrative and judicial proceedings of tax nature, considered as

repetitive or connected, not confidential and relevant.

Practice of the Company or its subsidiaries that entailed this contingency liability:

IPVA/SP: in accordance with São Paulo State Law 13.296/08, the vehicles of car rental companies must be licensed in the State of São Paulo, when they are driven in that State. The lack of registration of Unidas vehicles in the registry of IPVA taxpayers of the State of São Paulo entails the issuance of tax deficiency notices, where the State Treasury Office requires payment of the IPVA on said vehicles, even where the IPVA has been paid in other States. Unidas does not agree with this opinion and whenever it is served a tax deficiency notice, it files the respective defense. It is also awaiting judgment of the Action for Declaration of Unconstitutionality No. 4.376, which litigates the constitutionality of said Law.

Quantity of cases: 168

Amount in controversy:

R$ 21.4 million, provided that R$ 8.5 million were deposited in court.

ii. Civil proceedings

The Company is a party to administrative and judicial proceedings of civil nature that are

considered as repetitive or connected, not confidential and relevant.


Automobile Accidents: The Company is a party to lawsuits filed by victims of automobile accidents involving cars of the Company's fleet, seeking payment of pecuniary and/or non-pecuniary damages allegedly as a result of these accidents.



R$ 44.7 million


Sale of vehicles composing its property, plant and equipment: The Company is a party to lawsuits filed by customers seeking fulfillment of the obligation to do, regarding delivery of the Vehicle Registration Certificate (CRV) or repair of defects in the sold vehicles, as well as pecuniary and/or non-pecuniary damages as a result of the purchase and sale of these vehicles.



R$ 10.3 million


Collection-related actions filed by customers: The Company is a party to lawsuits related to debts from customers debts, which seek pecuniary and/or non-pecuniary damages allegedly resulting from these events, on grounds of disagreement with the amounts charged, usually on account of vehicle malfunctions, traffic tickets and late return charges.



R$ 12.7 million


Collection-related actions filed by customers: The Company files collection and execution actions, as well as presents proof of claim in court-supervised reorganizations and bankruptcies, seeking collection from delinquent customers.



R$ 205.3 million

4.6.1. Indicate the total amount provisioned, if any, for the proceedings described in item

4.6.

The total amount provisioned for the cases described in item 4.6 is of R$ 9.5 million on

September 30, 2019.

4.7 - Other relevant contingent liabilities

Consent Decree.

Wholly-owned subsidiary Unidas S.A. executed a Consent Decrees (“TAC”) with the Labor

Prosecution Office, as follows:

TAX executed in May 2010, whereby the Company undertakes to: (i) refrain from extending the

employees' regular working hours beyond the legal limit of two hours per day without justification;

(ii) grant rest breaks of at least 11 consecutive hours between working hours: and (iii) comply with

the employees' remunerated weekly day off, to be enjoyed preferably on Sundays, whereas work

on holidays in cases not provided for in law is prohibited. In case of noncompliance, a daily fine

of R$5,000.00 will be applied, and the Company will not be exempted from the assumed

obligations.

Criminal Administrative Procedures

On September 30, 2019, we were involved in the administrative procedures of criminal nature

listed below:

Police Investigation no. 41/2013 (0025079-74.2013.8.26.0050)

a. Court: 1st Police Station of DISCC - State Treasury Office of São Paulo/SP.



d. Parties to the

case:

Investigated party: Companhia de Locação das Américas

e.

Amounts

, assets

and rights

involved:

or Not applicable

f. Main

developments:

Investigation of crime against the tax order. The Company was served a

tax deficiency notice by the State Tax Auditors (AIIM 3.141.619-6) for

failure to present worksheets with a full list of the vehicles composing the

fleet on 08/31/2010 to the Tax Authorities, as well as for not presenting

them the 120 documents (Rental Agreements and CRLVS), and for other

violations, hence a tax liability in the total amount of R$ 539,725.00 was

claimed. On 05/28/2013, we filed a petition to inform of the court decision

that suspended the enforceability of the tax liability claimed in AIIM

3.141.619-6, as well as the court deposit as a collateral of case in the case

record of the action for annulment filed for the purpose of discussing the

non-existence of the tax due. The investigation was reported and

forwarded to the Courthouse. After receipt of the notices on 6/27/2013, the

case record was sent to the Prosecution Office, which filed a statement

requesting suspension of the case for 120 days. On 7/10/2013 the request

from the prosecution office was granted and the case was suspended. In

February 2015, the case record was sent to the Prosecution Office again.

On 07/07/2017, the Judge determined, as requested by the Prosecution

Office, and on grounds of article 6, paragraph 2, Law No. 12382/2011, that

the authority's claim for payment and consequently, the police

investigation, as well as the limitation period, be suspended until final

payment.

On 10/6/2017, the case record was sent to the Prosecution Office for

examination. On 11/29/2017, the case record was received by the Police

Investigation Department (DIPO), but it is still awaiting conclusion of the

action for annulment.

Concerning said action (0047724-21.2012.8.26.0053), it is worth

mentioning that it was filed by the Company seeking annulment of the Tax

Assessment Notice No. 3.141.619-6, issued to claim a fine for alleged

noncompliance with ancillary obligations, consisted of failure to present

documents and provide information to enroll the company in the IPVA

taxpayers register in the State of São Paulo. In December 2012, following

dismissal of the preliminary injunction, a court deposit in the amount of the

tax liability claimed was made, with a view to suspend its enforceability.

In April 2014, the court rendered a decision to grant the requests and

cancel the Tax Assessment Notice, and the State of São Paulo filed an

Appeal, which was granted by Court of Appeals in October 2017. In view

of the amendment to the previously favorable judgment, the Company filed

appeals to the Superior Court of Justice and to the Federal Supreme Court,

which were dismissed in January 2019. For this reason, the Company filed

an interlocutory appeal against the decisions. The Treasury, in turn, filed

the Counterarguments in May 2019. On 10/08/2019, an order was issued

ordering the referral of the case records to the STJ for analysis of the

appeals. The records were digitized and sent electronically to the STJ on

11/13/2019. Since 11/27/2019, the Interlocutory Appeal in the Appeal to

the Superior Court of Justice No. 1623624/SP has been awaiting

assignment at the STJ Cases Screening Coordination.

It should be stressed that, in December 2014, the Company requested

replacement of the court deposit made by a Performance Bond policy,

which was granted, and the deposited amounts were raised by the

Company in October 2016.

g. Chances of

loss:

Possible.

h. Impact in case

of loss of the

case:

Possible filing of a criminal action grounded on alleged crime against the

tax order.

i. Amount

provisioned, if

any

None.

Police Investigation No. 1500490-38.2019.8.26.0565

a. Court: 1st Police District of São Caetano do Sul-SP



d. Parties to the

case:

Investigated party: Unidas S.A

Victim: Marcela Brandini da Silva

e.

Amounts

, assets

and rights

involved:

or Not applicable

f. Main

developments:

This is an investigation initiated due to the Police Report No. 2994/2018, drawn up by the alleged victim Marcela Brandini da Silva on 10/22/2018. As reported by the victim, in August 2018 vehicles (PYY3754/PZG9865/PYY9498/GGY3569/GKD2700/GKH0240) were purchased, accompanied by the necessary documentation to prove the origin, as well as for transfer, and, when referring the vehicles to a mechanic shop of their trust, Mecatrônica Auto Mecânica, a computerized verification was performed in the central module of the electronic injection, and a reduction of the actual mileage of the vehicles by about forty percent (40%) was verified. It is important to highlight that the vehicles will still be subjected to official analysis by an expert of the Institute of Criminalistics to evaluate the information contained in the electronic injection system and the data indicated on the odometer. There is no official information in the police investigation on the validity of the results of the private investigation conducted by the company Mecatrônica Auto Mecânica. According to the analysis of the information and documents found, it seems that the tampering of this mileage occurred when the vehicles were in the possession of the Company's customers. This is so because the rental agreements have a mileage allowance. In this sense, there is interest from customers that the mileage remains below the allowance to avoid additional charges. On 06/27/2019, the hearing of a representative of Unidas was determined, scheduled for 07/24/10 (sic). On September 17, the Company added the documents related to previous rentals and vehicle sales to the records of the Investigation. Currently, it is pending analysis by the police station.

g. Chances of

loss:

Possible

h. Impact in case

of loss of the

case:

The sale of vehicles with adulterated mileage constitutes, according to the

case law, a crime of larceny. In this way, there may be accountability for

the alleged crime, affecting not only the car salesman, but also the

company's managers. This is so because the police investigation instituted

to investigate the facts investigates the responsibility of the “officer of the

company Unidas S A”, with no indication of any specific name.

i. Amount

provisioned, if any

None.

Federal Revenue Service - PIS and COFINS

Unidas is currently being inspected by the Brazilian Federal Revenue Office in relation to

calculation and collection of PIS, COFINS, and IOF, as well as the form and the term of

calculation of PIS and COFINS credits, including in relation to motor vehicles registered in

property, plant and equipment of Unidas.

Unidas cannot ensure that this inspection, or others that may be initiated by the tax authorities,

does not result in assessments against Unidas, which, if they occur, could have a material

adverse impact on Unidas' financial condition and, as a consequence, of the Company and in

the market value of the Company's shares. For further details on the risks inherent to the dispute

in the construction of tax legislation, see risk factor included in item 4.1 of this Reference Form

(“Changes in the tax legislation or conflicting constructions thereof may result in an increase in

certain direct and indirect taxes, which may reduce our gross margin”).

4.8. Rules of the country of origin and the country where the securities are under custody.

Not applicable, as until the date of submission of this Reference Form, the Company was headquartered in Brazil and its shares were under custody in Brazil.

5.1 Risk Management Policy Related to the Company

(a) Formalized Risk Management Policy

The responsibility for establishing strategic guidelines for the Company, whether business or

market strategies, as well as monitoring the results achieved is of the Board of Directors of the

Company, as established in its Bylaws.

Currently, the Company does not have a general formalized risk management policy since it

understands that the practices adopted by it are sufficient to manage and monitor the risks to

which it is exposed, being possible to mention the following items as practices adopted by the

Company:

(i) the Company's monitoring and risk management carried out by the Company's Board

of Directors and its Executive Board in an integrated manner; and

(ii) the existence of (1) risk committees (the Audit and Risk Management Committee and

the Compliance Committee) that report directly to the Company's management and (2)

specialized departments that serve the Company's Executive Board, provided that such

committees and departments act in the Company's risk management.

Furthermore, and in accordance with the regulations applicable to the Company, the Company

has certain specific policies and codes that were established for the purpose of controlling and

mitigating certain risks to which the Company is subject and that may adversely impact its

operations and results.

To wit:

(i) Anti-Corruption Policy

The Company, in order to guarantee excellence and respect at the highest level of corporate

governance, notably as regards the integrity of its activities, as well as its employees, managers

and third parties (associates, agents, suppliers, consultants, service providers and other business

partners of the Company), uses its Anti-Corruption Policy to guide all the relationships concerning

its business, always based on its values, ethical conduct and respect for the standards, thus

promoting its sustainable growth.

Thus, the Anti-Corruption Policy is binding upon all employees, managers and third parties related

to the Company in the conduct of business and conduct of their professional actions in an ethical

manner and with absolute integrity, requiring compliance with the Code of Ethical Conduct of the

Company and all applicable legislation against bribery and corruption, in particular Law no.

12.846/2013 and its decree no. 8.420/2015, as well as any and all other relevant normative

instructions and regulations.

The Anti-Corruption Policy was approved at a Meeting of the Company's Board of Directors held

on January 3, 2018.

(ii) Information Security Policy

The Information Security Policy aims at guaranteeing the confidentiality, integrity and availability

of the information assets of companies operating in the Brazilian market under the name "Unidas",

identifying the vulnerabilities and risk management related to the several information assets

regardless of their form or medium in which they are shared or stored, whether digital or printed.

This Policy was prepared by the Company's Information Technology Department and approved

by the Executive Board on April 6, 2017.

(iii) Code of Ethical Conduct

The Company's Code of Ethical Conduct aims at offering its employees an instrument to guide

and assist their actions and decision-making. It outlines the main references that should guide

the Company's relationship with its employees, customers, suppliers, communities, bodies and

public agents and provide the rigorous acknowledgment, compliance and dissemination of all

applicable laws and regulations by all parties involved, as well as the compliance with the highest

standards of corporate ethics.

The Company's Code of Ethical Conduct was approved at an Extraordinary General Meeting

held on February 27, 2012.

(iv) Corporate Operations Policy

The Company's Corporate Operations Policy has the purpose of establishing the rules and

guidelines for conducting corporate operations, that is, changes in the type or structure of the

company, including, but not limited to, transformation, consolidation, merger, spin-off, and shares

consolidation. This Policy applies to the entire Company, its managers, employees, auditors, third

parties and suppliers.

The Policy states that the Executive Board will be responsible for: (i) choosing the target company

according to the strategic planning defined by the Company; (ii) evaluating the market and the

economic-financial situation of the target company; (iii) defining the scope of the operation, the

areas that will be involved, as well as the level of information and documents that it wishes to

receive/provide for the operation to take place; (iv) ensuring, whenever necessary, the due

statutory approvals; (v) assisting the establishment of the foregoing conditions, collateral and

indemnities; (vi) contracting a law firm specialized in M&A, mandatorily indicated in the Yearbook

Análise Advocacia 500 of the current year or the year immediately prior the corporate operation;

(vii) contracting a reputable audit firm, including, but not limited to, KPMG, Deloitte, Ernst Young,

and PricewaterhouseCoopers, for the assessment of the target company risks; and (viii) strictly

complying with all applicable laws, including, but not limited to, Law 6.404/76.

The Company's Corporate Operations Policy was approved at a Meeting of the Executive Board

held on October 31, 2012.

(v) Financial Risk Management Policy

The Company's Financial Risk Management Policy aims at establishing the management

guidelines with respect to (i) cash allocation in financial investments and asset analysis, (ii)

portfolio management for investment allocation; (iii) hedge for investments in vehicles; (iii)

financing contracting; and (iv) approval of payments to suppliers. This Policy is applicable to the

entire Company, its managers, employees, and subsidiaries.

The Company's Financial Risk Management Policy was approved at the Board of Directors

Meeting held on October 17, 2019.

In addition to the policies mentioned above, and in accordance with the applicable regulations,

the Company also has (a) a Securities Trading Policy, which was approved at the Company's

Extraordinary General Meeting held on February 27, 2012, (b) a Relevant Act and Fact Disclosure

Policy, which was originally approved at a Meeting of the Company's Board of Directors held on

October 3, 2011 and restated at a Meeting of the Company's Board of Directors held on May 7,

2014, (c) a Contributions, Donations, and Sponsorships Policy, (d) an External Audit Services

Contracting Policy, and (e) Conflict of Interests Policy, which were approved at the Company's

Board of Directors Meeting held on October 17, 2019.

In order to advise the Company's Management to manage and mitigate the risks to which it is

subject, the Company established specialized risk analysis committees to deal with critical

business issues, as well as structured a system of internal controls of such committees to assist

the reach of strategic and operational objectives of the Company. The Company's specialized risk

analysis committees have very specific functions and were created to advise the Company's

Board of Directors to manage risks related to the Company's business and operations.

To wit:

Audit and Risk Management Committee

The Company's Audit and Risk Management Committee was originally created by the Company's

Board of Directors on February 27, 2012, being restructured at the Company's Extraordinary

General Meeting held on January 2, 2018. The Audit and Risk Management Committee is

composed of at least three (3) members, at least one (1) of them being an independent director

of the Company and one (1) having recognized experience in corporate accounting matters, all

of them elected by the Board of Directors for a term of one (1) year, re-election being allowed.

The Audit and Risk Management Committee is responsible for assisting and making

recommendations to the Board of Directors of the Company and its subsidiaries, mainly in relation

to (i) expressing opinions on the hiring and dismissal of independent auditing services; (ii)

evaluating the Company's quarterly information, interim financial statements and financial

statements; (iii) monitoring the Company's internal audit and internal control area activities; (iv)

evaluating and monitoring the Company's exposures to risk; (v) evaluating, monitoring, and

recommending to management corrections or improvements to the Company's internal policies,

including the related party transaction policy; and (vi) having means to receive and process

information on noncompliance with legal and regulatory provisions applicable to the Company, in

addition to internal regulations and codes, including specific procedures for protecting the provider

and confidentiality of information.

The audit and the Audit and Risk Management Committee assess risks and processes using the

Internal Control Integrated Framework criteria issued by the Committee of Sponsoring

Organizations of the Treadway Commission ("COSO") - 2013.

This Committee defines the objectives and strategies to ensure compliance with applicable laws

and regulations and with the Company's internal policies and to assess the impacts of regulatory

and self-regulatory standards on the Company's activities, ensuring that the risks of the

Company's activities are duly identified, controlled, monitored and mitigated, in addition to

ensuring compliance by the Managers, Employees and Third Parties, implementing, if necessary,

corrective action plans, including the application of penalties to legal violations.

Compliance Committee

The Company's Compliance Committee was originally created by the Company's Board of

Directors on August 31, 2017, being restructured at the Extraordinary General Meeting of the

Company held on January 2, 2018. The Company's Compliance Committee is composed of up

to five (5) members, whether shareholders or not, elected by the Board of Directors for a term of

one (1) year, re-election being allowed.

The Compliance Committee is responsible for assisting and making recommendations to the

Company's Executive Board and Board of Directors, as well as to its subsidiaries, in particular

regarding (i) ensuring compliance with applicable laws and regulations and with the Company's

internal policies; (ii) evaluating the impacts of regulatory and self-regulatory standards on the

Company's activities; (iii) ensuring that the risks of the Company's activities were properly

identified, controlled, monitored and mitigated; (iv) implementing, if necessary, corrective action

plans for resolution, regularly reporting the results of evaluations to area managers and to the

Executive Board through the Compliance Committee, as well as deliberating on the application

of penalties to legal violations, including to the Company's Anti-Corruption Policy and Code of

Ethical Conduct; (v) ensuring compliance, by the Managers, Employees, and Third Parties, with

the provisions of the Company's Anti-Corruption Policy and Code of Ethical Conduct; (vi)

monitoring the results of the work performed by the Internal Control and Internal Audit

Department, including the treatment of complaints of fraud and/or irregularities received by the

Complaint Channel; (vii) analyzing and discussing potential conflicts of interest, as well as

possible failures in internal controls; (viii) working together with the Audit and Risk Management

Committee whenever there are connected demands; and (ix) creating the Ethics Committee to

investigate and handle complaints received by the Ethics Channel.

In addition to the specialized risk analysis committees mentioned above, the Company has other

support committees (Rent a Car Committee - RAC), Fleet Management Committee, People

Management Committee and Used Vehicles Committee, which have the objective of supporting

the Company's Management in the management of its business. For more information on the

date of creation of such committees and their scope of action, see item 12.1 of this Reference

Form.

(b) Purposes and Strategies of the Risk Management Policy

(i) Risks for which protection is sought

The Company's management develops strategies and internal controls in order to minimize the

risks listed in item 4.1 of this Reference Form. As described in item 5.1(a) above, the purpose of

the policies adopted by the Company is, as a general rule, to provide and indicate the internal

guidelines, responsibilities, mechanisms, and procedures for the management of risk factors

inherent to the Company's business, so that it is possible to monitor and mitigate such risks

effectively.

(ii) Instruments used for protection

The Company has a structure of Internal Control, including "monitoring", in order to evaluate

possible deviations and the need for strategic and operational adjustments in the Company.

These controls are observed and taken into account in the decision-making by the Company's

senior management. In addition to its structure of committees, departments, and established

policies and codes, as described in item 5.1(a) of this Reference Form, (i) the Company also has,

as an instrument for implementing its values and cultures, internal investigations and audits that

determine possible violations of the Code of Ethical Conduct, which allows the Company to detect

and remedy potential risks or irregularities that have already occurred, and (ii) the Company

regularly monitors the normative regulations and instructions currently in force in relation to its

sector of activity to assess any impacts on its business and operations.

(iii) Organizational structure of risk management

The risk management activities are linked to several departments of the Company, in addition to

the specialized committees created, among them: the Internal Audit Department; the

Management and Budget Department; the Compliance Department and the Comptroller's Office.

a) The Internal Audit Department, subordinated to the Financial Executive Board and the

Company's Chief Executive Officer, has the following responsibilities:

investigate all communications received in the complaint channel;

establish and execute an internal audit plan focused on internal controls and compliance

with the laws and the Company's internal policies;

perform internal controls tests on key controls in relation to the Company's financial

statements.

b) The Management and Budget Department, subordinated to the Financial Executive

Board, has the following responsibilities:

monitor the Company's income in order to assess the adequacy of the Company's budget

and determine possible distortions. Subsequently, the results of this evaluation are

communicated to the Company's Executive Board;

identify savings and cost reduction;

c) The Compliance Department, subordinated to the Financial Executive Board and the

Company's Chief Executive Officer, has the following responsibilities:

investigate all communications received in the ethics channel;

conduct continuous training of the Company's Employees, Managers and Third Parties;

monitor compliance with the Code of Ethical Conduct, as well as with other Company's

policies, processes, standards, rules and regulations;

determine applicable disciplinary and pedagogical measures and penalties in order to

correct inappropriate behavior;

ensure, together with the other areas, the adequacy, strengthening, and operation of the

Company's internal controls, seeking to mitigate existing risks;

ensure compliance with the legislation in force.

d) The Comptroller's Office, subordinated to the Financial Executive Board, has the

following responsibilities:

evaluate the adequacy of the Company's financial information in accordance with the

accounting standards, as well as assess whether the tax information given to the tax

authorities is in accordance with the applicable tax legislation;

map the risks inherent to the financial statements.

(c) Adequacy of the operating structure and internal controls to check the effectiveness of

the risk management policy

The Company's operating structure and internal controls for the verification and monitoring of its

risks and policies are the same for all the policies mentioned in this item 5.1. The Company's

management understands that its internal control structure is adequate, considering its size and

its operational and strategic purposes, but continually makes financial investments in order to

improve the performance of its internal control system and to adapt internal control best practices.

5.2 Market Risk Management Policy

(a) Formalized Risk Management Policy

The Company does not have a formal market risk management policy since it understands that

the practices adopted by it are sufficient to manage and monitor the market risks to which it is

exposed. The Company has committees ("Audit and Risk Management", "Compliance") that

assist the Company's executive board in the risk management activity, as well as a structure of

internal controls and risk management with specialized committees, internal departments,

policies, codes of conduct and internal audit that constantly monitor the activities of the Company

and its employees and verify any irregularities or potential risks to which the Company is or may

be subject. For more information on the Company's risk management structure, see item 5.1(a)

of this Reference Form.

(b) Purposes and Strategies of the Market Risk Management Policy

(i) Risks for which protection is sought

The Company's management develops strategies and internal controls in order to minimize the

risks listed in item 4.2 of this Reference Form.

(ii) Hedge strategy

The management of risks related to financial transactions is done through the application of

guidelines established by the Board of Directors and the strategies defined by the Company's

managers. These guidelines and strategies serve as a basis for the measurement and

consequent mitigation of market risks, cash flow provision and establishment of exposure limits.

The Company seeks the best alternatives in order to meet its strategic purposes and is not

contracted for the purpose of "speculation", that is, there must always be an exposure that justifies

the contracting of a certain transaction.

(iii) Hedge instruments

The main instruments used by the Company as of September 30, 2019, were interest rate swaps.

Interest rate swaps transform a liability originally indexed to the CDI into a liability indexed at a

fixed rate.

(iv) Parameters used for risk management

Interest rate risk.

The Company monitors the impacts of interest rates fluctuations on its assets and liabilities and

may, if it deems necessary, operate with derivative financial instruments for the purpose of

minimizing the risks on its exposure to this variable. The management of such instruments is

carried out through operational strategies and internal controls aimed at ensuring liquidity,

profitability, and security. The contracting of financial instruments for hedge purposes is done

through periodic analysis of the risk exposure that management intends to cover, which is

considered by the Executive Board for approval and operationalization of the presented strategy.

The management practice for control consists of a permanent monitoring of contracted conditions

in view of the conditions prevailing in the market.

Credit risk

For credit risk management, the Company only accepts securities from entities considered as

first-line, with good ratings on the Standard and Poor's scale or Fitch Ratings' scale. In addition,

in case of customers, the credit analysis area evaluates the quality of the customer's credit, taking

into account their financial position, past experience and other factors. The individual risk limits

are determined based on internal or external ratings, in accordance with the limits established by

the Group. The use of credit limits is regularly monitored.

Credit quality of financial assets

The credit quality of financial assets that are not past due or impaired is measured by reference

to external credit ratings, cash, cash equivalents, and securities, or historical information on

counterparties default rates:

Bank deposits in current accounts

09/30/2019 (R$

thousands)

12/31/2018 (R$

thousands)

Cash 468 8,649

Total cash and banks

468

8,649

Financial investments

09/30/2019 (R$

thousands)

12/31/2018 (R$

thousands)

AAA 243,634 1,197,829 AAA- 50,969 AA+ 185,028 AA 95,367 288,220 AA- 9,433 160,260 A+ 87,768 A- 7,841 100,906

Total financial investments 680,040 1,747,215

Total cash and cash equivalents 680,508 1,755,864

Securities

09/30/2019 (R$

thousands)

12/31/2018 (R$

thousands)

AAA 28,032 97,224 AA 51,388 AA- 184,905 A+ 1,655 3,125 A 57,297

Total securities 214,592 209,034

Accounts receivable from customers and other accounts receivable

The exposure of the Company and its subsidiaries to credit risk is influenced, mainly, by the

individual characteristics of each customer. Group customers are pulverized, with the largest

customer in the Group, on September 30, 2019, representing 3% of the total income for the period

and 4% of total accounts receivable. As a result, the Group does not consider that its receivables

are concentrated and the Group's Executive Board conducts periodic analyzes to further pulverize

its receivables.

The Group considers evidence of impairment of receivables at the individual level and total

receivables by customers. All individually significant receivables are evaluated regarding the

specific impairment, as well as the customer risk. All individually significant receivables that are

identified as not having incurred impairment are then evaluated collectively as to any impairment

that may have occurred, but had not yet been identified.

This analysis is carried out by the Group continuously in its portfolio of receivables in order to

identify if there is evidence of impairment on the securities of each customer that makes up the

portfolio. If so, the Group assesses whether the defaulting customer has provided collateral and

whether it is sufficient to cover the Group's net exposure. If security interests are not sufficient,

the Group recognizes the allowance for doubtful debts, classified as "selling expenses".

The Group shows its portfolio of receivables by maturity and the amount of the provision for

doubtful accounts.

09/30/2019

(R$ thousands)

12/31/2018 (R$

thousands)

Accounts receivable - customers 476,580 325,835

Accounts receivable - credit cards 22,909 58,307

AAA 1,451 8,965 AA- 20,582 45,746 A 1,127 Other 876 2,469

Total accounts receivable 499,489 384,142

Liquidity Risk: The Group's approach to liquidity management is to ensure, as much as possible,

that it will always have sufficient liquidity to meet its obligations when they fall due, under normal

and stressful conditions, without causing unacceptable losses or the risk of undermining the

Group's reputation.

(v) If issuer operates financial instruments for purposes other than hedge and which are

such purposes

Currently, the Company does not use derivative financial instruments for purposes other than

hedge.

(vi) Organizational structure of market risk management control

The Company's management continually evaluates the effects of interest rate exposure on its

assets and liabilities and, when it deems necessary, it carries out the contracting of derivative

financial instruments. The contracting of derivative financial instruments is connected to the

Company's authority policy. Such monitoring and evaluation are carried out by the Company's

Financial Executive Board.

In addition to authority controls, the impacts of contracted derivative financial instruments are

controlled in accordance with the control structure set forth in item 5.1.b (iii).

The Company does not make speculative investments in derivatives or in any other risk assets.

(c) Adequacy of the operating structure and internal controls to check the effectiveness of

the risk management policy

The Company's management understands that its internal control structure is adequate,

considering its size and its operational and strategic purposes, but continually makes financial

investments in order to improve the performance of its internal control system and to adapt to

internal control best practices.

The operating structure and internal controls adequacy to check the effectiveness of the risk

management policy is the one described in item 5.1(c) above.

5.3 Structure of controls adopted to ensure the preparation of reliable financial statements,

indicating:

(a) The main internal control practices and the degree of efficiency of such controls

Management is responsible for establishing and maintaining adequate internal controls related to

the Company's financial reports. To evaluate the effectiveness of the internal control of financial

information disclosure, Management performed a risk and process evaluation using the Internal

Control Integrated Framework criteria issued by the Committee of Sponsoring Organizations of

the Treadway Commission ("COSO") - 2013. The Company's internal control system was

designed to ensure, in a reasonable manner and in all material aspects, the reliability of the

financial reports and the preparation of financial statements for external disclosure in accordance

with the generally accepted accounting principles. Due to inherent limitations, internal controls

over financial reports may not prevent or detect errors. In addition, projections about any

effectiveness assessment for future periods are subject to the risk that controls may become

inadequate due to changes in existing conditions. Based on its assessment, Management

concluded that in the year ended December 31, 2018, and in the nine-month period ended

September 30, 2019, the Company maintained adequate internal controls over financial reports

based on the "COSO" framework 2013 criteria, without identifying significant deficiencies.

The Company's management understands that the controls related to the accounting and treasury

closing processes have a greater impact on the Company's financial statements. This way, the

Company performs the mapping of risks and controls associated with these processes, the

effectiveness of these controls being tested later by the "internal audit" and "management and

budget" departments. The ongoing evaluation process of such controls is continuously reviewed

by all involved areas.

In addition, the Company's financial statements are prepared in accordance with the International

Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board

(IASB), as well as in accordance with accounting practices adopted in Brazil (BR GAAP). The

Company's transactions are recorded by two integrated systems (SAP in the Companhia de

Locação das Américas and Totvs in Unidas) for corporate management and corporate resource

planning, called ERP (Enterprise Resource Planning), which has interfaces with the Accounting

and other departments of the Company. In this way, this resource integrates all the data and

processes of the Company in these systems.

After preparation, the financial statements are submitted to internal review by different levels of

the Company, as described in item 5.3(b) below, in order to detect and mitigate inconsistencies,

as well as to guarantee the reliability of the balances. Subsequently, the Company's financial

statements are also reviewed by independent auditors.

The Management believes that the degree of efficiency of the internal controls adopted to ensure

the preparation of the financial statements is adequate.

(b) Organizational structures involved

The Company's activities for preparation and review of its financial statements are connected to

several departments of the Company, in addition to the specialized committees created, among

them: the internal audit and management and budget department.

a) The management and budget department, subordinated to the Executive Board, has the

following responsibilities:

monitor the Company's income in order to assess the adequacy of the Company's budget

and determine possible distortions. Subsequently, the results of this evaluation are

communicated to the Company's Executive Board;

identify savings and cost reduction;

b) The comptroller's office, subordinated to the Executive Board, has the following

responsibilities:

evaluate if the Company's financial information is in accordance with the accounting

standards, as well as assess whether the tax information given to the tax authorities is in

accordance with the applicable tax legislation;

map the risks inherent to the financial statements.

Once internal work for preparation of the Company's financial statements is completed, such

records are sent to the external audit, which, at the end of each fiscal year, issues a letter of

recommendation regarding the Company's internal controls. After that, the Company monitors the

issues identified by the independent auditor and implements improvements in internal controls in

order to remedy any failures or errors.

(c) whether and how the efficiency of internal controls is supervised by the management

The Company's management supervises the adequacy of its internal controls and acts in the

remediation of failures found by means of action plans.

In addition, any exception observed in activities that may impact the financial statements is timely

reported to the Company's executive board, which, together with the areas involved, adopts

corrective actions in line with the practices recommended by the Internal Control Integrated

Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission

("COSO") - 2013.

(d) deficiencies and recommendations of internal controls present in the independent

auditor's report

The external auditors conducted a study and evaluation of the Company's accounting system and

internal controls in connection with the auditing of the financial statements for the years ended

December 31, 2018, 2017, and 2016 in order to determine the nature, timing and extent of the

auditing procedures application, but not for the purpose of expressing a specific opinion on those

internal controls.

As a result of this study and evaluation, the Company was notified about the suggestions for

improvements in the internal controls that, in the evaluation of the Company's management and

of the auditors, do not constitute significant or material deficiencies. The Company's management

understands that the most significant improvement points of the internal control letter, which did

not result in material misstatement in the financial statements, are as follows:

1 - Access conflict review - ERP System (SAP and TOTVS) and Operating System

(Locavia and Unirent)

The deficiency identified is related to the process of executing the revision control of access

conflicts in the ERP (integrated system responsible for performing several financial actions and

recording accounting transactions) and the Locavia and Unirent operating systems (responsible

for all Company’s operating management). It was found that the set of rules that identify function

segregation and critical access did not address all compliance requirements to monitor access

conflicts in the ERP and operating system.

It was also verified that key table logs for identification and traceability of the actions performed

in the ERP and operating system were not active and a more detailed analysis of the critical

transactions used was not performed.

The deficiency described in this item did not result in misstatements in the consolidated financial

statements and, consequently, no adjustments were required in the financial statements as a

result of such deficiency.

2 - Absence of review and approval in manual entries

During understanding and testing stages on manual entries, it was identified that there are no

systemic approvals and revisions to manual entries, as well as the policy of approval of the

manual entries.

The deficiency described in this item did not result in misstatements in the consolidated financial

statements and, consequently, no adjustments were required in the financial statements as a

result of such deficiency.

(e) Officers' comments on the deficiencies identified in the independent auditor's report

Remediation plan - deficiency (1)

The Company's Officers understand that the Company's management will implement the

following changes to remedy the significant deficiency described above until December 31, 2020:

review of the function rules segregation conflicts rules;

implementation of the new rules in the system for monitoring access conflicts; and

enabling activity log tables prepared when making critical transactions.

Remediation plan - deficiency (2)

The Company's Officers understand that Company's management will review the internal controls

related to the processes of manual entries and the implementation of systemic controls in order

to mitigate the risks described above up to December 31, 2020.

5.4 In relation to the internal integrity mechanisms and procedures adopted by the issuer

to prevent, detect, and remedy deviations, fraud, irregularity, and illegal acts committed

against the national or foreign government, informing:

a) if the issuer has rules, policies, procedures, or practices aimed at the prevention,

detection, and remediation of fraud and illegal acts practiced against the government,

identifying, if so:

Currently, the Company has four main standards that deal with, among other matters, the

prevention, detection, and remediation of fraud and illegal acts practiced against the government,

including (i) the Code of Ethical Conduct approved at the Extraordinary General Meeting held on

February 27, 2012; (ii) the Anti-Corruption Policy approved at the Meeting of the Board of

Directors held on January 3, 2018; (iii) the Code of Ethical Conduct for Suppliers, approved at the

Board of Directors Meeting held on October 17, 2019; and (iv) the Contributions, Donations, and

Sponsorships Policy, approved at the Board of Directors Meeting held on October 17, 2019.

(i) the main integrity mechanisms and procedures adopted and their adequacy to the

profile and risks identified by the issuer, informing how often risks are reevaluated and

policies, procedures, and practices are adapted.

Code of Ethical Conduct: Approved at the Extraordinary General Meeting held on February 27,

2012.

In order to standardize ethical standards and moral principles among our employees, we have

prepared and instituted our Code of Ethical Conduct ("Code of Ethics"). We understand that, in

order to guarantee our integrity and the success and sustainability of our business, it is essential

to establish rules regarding conduct, coexistence, relationship with the press, professional

secrecy, among others. Our instruction is for shareholders, officers, and employees to strictly

comply with all applicable laws and regulations and observe the highest standards of corporate

ethics.

In this sense, our Code of Ethics has a relevant role in maintaining our image and the image of

our professionals in the market. For this reason, we strictly require all our employees, officers,

and directors to comply with all standards established therein, provided that the noncompliance

with its provisions is subject to disciplinary penalties, dismissal, and even judicial measures.

We also care about possible conflicts of interest between us and our employees, being that our

employees must refrain from competing or allowing personal or family interests to have a direct

or indirect influence on our business. In this case, the employee must declare himself/herself as

impeded to participate in any decision that implies conflict of interest, such as:

having individual or family participation (first degree relatives: parents, siblings, spouses,

and children) in the business of any supplier or customer of the Company, unless an

exception is authorized after a full disclosure of the facts to the Company's Board of

Directors;

having a relevant individual or family interest in an organization that does business or

wishes to do business with the Company, except in relation to shares in publicly held

companies that may be held by employees for personal investment purposes. No

employee may seek to benefit from confidential information or business opportunities

available to them by virtue of their positions in the Company and, consequently, may not

use such information in a manner that would prejudice the Company.

Finally, our Code of Ethics also requires honesty and commitment to the truth by our employees

in the preparation of all documents, forms, and information provided to the market, to CVM and

other national and international regulatory bodies.

Anti-Corruption Policy: Approved at the Meeting of the Board of Directors held on January 3,

2018; In order to guarantee excellence and respect to the highest level of Corporate Governance,

especially with regard to the integrity of its actions, as well as its Employees, Managers, and Third

Parties with whom it has a relationship, the Company created its Anti-Corruption Policy ("Policy")

in order to guide all the relationships that permeate its business, always based on values, ethical

conduct, and compliance with standards, thus promoting its sustainable growth.

In this sense, the Policy describes, exemplifies, and explains the prohibitions against bribery and

corruption in all Company's transactions, in addition to highlighting the specific Compliance

requirements related to these prohibitions and reinforcing the Company's commitment to conduct

its business at the highest standards of ethics, honesty, and integrity.

The Policy requires compliance with the Code of Ethics and with all applicable legislation against

bribery and corruption, especially Law no. 12.846/2013 ("Anti-Corruption Law") and Decree no.

8.420/2015, as well as any and all other relevant normative instructions and regulations.

In addition, this Policy specifically prohibits the Company's Managers, Employees, and Third

Parties with whom it has a relationship from engaging in any activity related to the practice of

corruption or bribery, as well as directly or indirectly offering, promising, providing, accepting, or

authorizing any person to give or accept money or anything of value to or from any public authority

or to or from any individual or legal entity for the purpose of obtaining or accumulating any

improper advantage.

Finally, the Company does not authorize nor tolerate any business practice that does not comply

with this Policy and undertakes to continuously disseminate to all Employees, Managers, and

Third Parties with whom it has a relationship its culture of integrity, as well as its Code of Ethics,

severely punishing practices that violate this Policy and seeking permanent engagement.

Code of Ethical Conduct to Suppliers: Approved at the Meeting of the Board of Directors held on

October 17, 2019;

Aiming at the standardization of ethical standards and moral principles in the commercial relations

established between the Company, its suppliers, and service providers, we also apply the Code

of Ethical Conduct to Suppliers (“Code of Ethical Conduct to Suppliers”), which, among other

guidelines, establishes that all contracts entered into by the Company will be negotiated

impartially and in good faith, and the selection of its suppliers and service providers will be based

on an appropriate consideration of all appropriate factors, which may include, but are not limited

to: technical skill, quality, safety records, experience, reliability, costs, schedule, availability, cost

and reputation and not based on personal interests or any other illegal or inappropriate reasons.

The Code of Ethical Conduct to Suppliers also expressly states that its suppliers and service

providers shall always act in accordance with the terms of the Anti-Corruption Law No.

12.846/2013 and all applicable laws, including, but not limited to, the US Act against Foreign

Corrupt Practices (FCPA), the UK Bribery (UK Bribery Act), the Portuguese Anti-Corruption Act,

as well as Unidas Anti-Corruption Policy, and are not authorized under any circumstances to

promise, offer, or give, directly or indirectly, an unfair advantage to a public agent, or the related

third party, in order to influence any act or decision of the public agent, the government, or public

entities, or to secure any undue advantage or direct businesses to anyone who violates the Anti-

Corruption Law.

Contributions, Donations and Sponsoring Policy: Approved at the Meeting of the Board of

Directors held on October 17, 2019.

The purpose of the Policy is to establish the guidelines and rules to be observed when

contributions, donations, and sponsorships are made by the Company, so that they occur with

transparency, integrity, and legality, and expressly prohibits any contribution, payment of

expenses, donations, and disbursements of a pecuniary nature or otherwise in favor of public

agents or related persons, as well as to political candidates for public offices, political parties, or

for election campaigns;

In addition to the codes/policies described above, the Company has an Audit and Risk

Management Committee and a Compliance Committee responsible for evaluating the

effectiveness and efficiency of its internal controls, which act pursuant to the Company's needs,

performing tests to check the adherence to its protective actions and reviewing, periodically and

whenever necessary, the most critical failures in the Company's procedures.

(ii) the organizational structures involved in monitoring the functioning and efficiency of

the internal integrity mechanisms and procedures, indicating their attributions, if their

creation was formally approved, the bodies of the issuer to which they report, and the

mechanisms for guaranteeing by collateral the independence of their managers, if any;

Currently, monitoring compliance with the standards of conduct is under the responsibility of the

Compliance Committee and Audit and Risk Management Committee. For more information on

the scope of action of such committees, see item 5.1(a) of this Reference Form.

(iii) if the issuer has a formally approved code of ethics or conduct, indicating: if it applies

to all officers, tax directors, members of the board of directors, employees, and if they also

cover third parties, such as suppliers, service providers, agents, and associates; if and

how often the officers, tax directors, members of the board of directors, and employees

are trained in relation to the code of ethics or conduct and other standards related to the

matter; the penalties applicable in case of violation of the code or other standards relating

to the matter, identifying the document where such penalties are provided for; the body

that approved the code, the date of approval, and, if the issuer discloses the code of

conduct, locations on the worldwide computer network where the document can be

verified.

The Company has a Code of Ethical Conduct, approved at the Extraordinary General Meeting

held on February 27, 2012, applicable to all officers, members of the board of directors,

employees, and third parties. The Company also has a Code of Ethical Conduct to Suppliers,

approved at the Meeting of the Board of Directors held on October 17, 2019, applicable to its

entire chain of supply of goods, products, and services, as described in item 5.1(a) above. Both

establish the applicable penalties in case of violation and can be accessed at

http://www.unidas.com.br and http://ri.unidas.com.br.

The Company provides periodic training to its subsidiaries, managers, employees, and suppliers

on the guidelines contained in its Codes of Ethics and its Policies.

http://ri.unidas.com.br/

b) if issuer has a complaint channel, indicating, if so:(i) whether the complaint channel is

internal or is in charge of third parties; (ii) whether the channel is open for receiving third

parties complaints or receives complaints from employees only; (iii) whether there are

mechanisms of anonymity and protection of good faith informers; (iv) the issuer's body

responsible for investigating complaints.

The Company has a complaint channel, called Canal de Ética Unidas ("Ethics Channel"), which

aims at further stimulating open dialogue and transparency in the relationships with the Company,

the market and the society. The Ethics Channel is administered by a contracted company that

does not belong to its corporate group and is open to internal and external complaints and can

be accessed at https://www.contatoseguro.com.br/unidas.

All complaints received via Web or by telephone 0800-602-6914 are ascertained by the Ethics

Committee, being possible to make anonymous complaints, thus ensuring secrecy and

confidentiality. Complaints relating to violations of standards of conduct will not, in any way, lead

to retaliation.

c) if the issuer adopts procedures in merger, acquisition, and corporate restructuring

processes in order to identify vulnerabilities and risk of irregular practices in the legal

entities involved.

The Company and its subsidiaries do not have a formal policy for merger, acquisition, and

corporate restructuring processes. Such transactions are of a punctual nature and with a value

dimension that varies from transaction to transaction. Although it has no policy in relation to this

matter, the Group usually contracts specialized consulting services to carry out the due diligence

of the legal entities involved in the process.

Such due diligence generally addresses the assessment of legal, environmental, property,

market, political, financial, and technical risks. The scope of the evaluation will depend on the

relevance of the transaction.

d) if the issuer does not have rules, policies, procedures, or practices aimed at the

prevention, detection, and remediation of fraud and illegal acts practiced against the

government, identifying the reasons why the issuer has not adopted controls in this

regard.

Not applicable. The Company and its subsidiaries have several procedures in place to identify,

detect, and remedy fraud or illegal acts practiced against the government, including the Anti-

Corruption Policy, Codes of Ethical Conduct, and Compliance Committee. Additionally, the

Company and its subsidiaries have an independent complaint channel.

5.5 Significant changes:

No scenario of increased or reduced exposure of the risks mentioned in sections 4.1 and 4.2 of

this Form has been identified.

5.6 - Other relevant information:

All information has already been disclosed in the previous items.

6.1 / 6.2 / 6.4 - Issuer's organization, term and date of registration with the CVM

Date of Issuer's Organization 07/18/2008

Form of Issuer's Organization Joint stock company

Country of Organization Brazil

Term Undetermined

Date of Registration with CVM 12/30/2011

6.3 - Brief history of the issuer

We started our activities in the car rental sector in 1993 through the fleet outsourcing segment

with the organization of Locarvel, founded by our controlling shareholder, Luis Fernando Porto,

along with four other partners in the Southeast region of the State of Minas Gerais, having only

16 vehicles, regional operations and serving small and medium-sized customers. In 1997, we

owned 100 vehicles and acquired the customer portfolio of a regional car rental company,

increasing our fleet to 200 vehicles. In the same year, the shareholder Sérgio Resende joined the

share capital of Locarvel, acquiring quotas belonging to the other founding partners.

In the period from 2000 to 2007, in order to take advantage from growth opportunities in the fleet

outsourcing segment, we began a process of national expansion through organic growth and

acquisition of small and medium-sized companies and corporate customers portfolios, opening

branches in the cities of Rio de Janeiro, São Paulo, Curitiba, Vitória, Fortaleza, Cuiabá, Porto

Alegre, Brasília, Recife, Paraupebas, and Manaus. In 2007, we started to operate in Brasília,

acquiring a local car rental company with a fleet of 500 vehicles.

Still in 2007, in order to take advantage from market growth opportunities, we began negotiations

to sell interest in our company to a strategic investor. To make this sale possible, we established

our Company in 2008, which absorbed, through the merger, a significant spin-off portion of the

operations (including assets and liabilities) of Locarvel and created the "Locamerica" brand.

We were incorporated on July 18, 2008 by the merger of a significant spin-off portion of the

operations (including assets and liabilities) of Locarvel. As a strategic shareholder, BVEP

participated in our business with capital and made its extensive know-how in the financial market

available, contributing to a new financial perspective, corporate governance, and highly qualified

management, practices that were consolidated in the culture of our Company in recent years.

In January 2010, the Company acquired almost all of Locarvel's shares owned by partner Luis

Fernando Porto (our current Chief Executive Officer) and all of Locarvel's shares belonging to

partner Sérgio Resende (our current Vice-Chairman of the Board of Directors), for the amount of

R$12.0 million. After the acquisition, we now own a 99.99% interest in Locarvel (Luis Fernando

Porto remaining the holder of a share).

After conducting a brand diagnosis, we launched to the market, in January 2012, our new identity,

based on the pillars of brand creativity, passion for action and ethics, preserving the name

Locamerica and the color red.

On April 20, 2012, CVM approved the registration of the primary and secondary public offering of

30,331,062 common shares issued by the Company on April 23, 2012 in B3 (former

BM&FBovespa), within the segment Novo Mercado, totaling approximately R$273.0 million.

On December 18, 2014, our Board of Directors approved, ad referendum the shareholders'

general meeting, the merger, by the Company, of the subsidiary Locarvel, with its consequent

extinction, which was ratified by our shareholders at an Extraordinary General Meeting held on

January 7, 2015.

On October 28, 2016, we announced to the market, through a Relevant Fact, the execution of a

purchase agreement and an assignment of rights at cost between the Company and Panda de

Itu Veículos Ltda. ("Panda de Itu"), whereby the Company undertook to acquire, for a total amount

of up to R$ 47.7 million, from Panda de Itu, 2,022 vehicles, as well as rights over the rental

agreements at the time effective in relation to such vehicles.

On February 1, 2017, Standard & Poor's Global Ratings ("S&P") raised the Company's nationwide

corporate credit rating from "brA" to "brA+".

On March 19, 2017, Companhia de Locação das Américas signed an "investment agreement"

with the shareholders of Auto Ricci S.A., whose approval was given by the board of directors on

the same date, for the purpose of implementing the terms and conditions for the business

transaction between Auto Ricci and Locamerica. The transaction was approved and published by

CADE (Brazilian Antitrust Authority) on April 10, 2017 and the investment agreement was

approved by the board of directors on April 25, 2017, with the agreement for the investment and

Auto Ricci shares consolidation subject to verification of the conditions set forth in the investment

agreement and resolution of the Extraordinary General Meeting of the Company, which approved

the transaction on May 11, 2017, making Auto Ricci a wholly-owned subsidiary of the Company.

Within the scope of the aforementioned Transaction, Ricci's controlling shareholder, Mr. Dirley

Ricci, became the holder of a direct interest in the Company, becoming part of the Company's

controlling group, until then formed by Messrs. Luis Fernando Porto and Sergio Resende, by

joining the Locamerica Shareholders' Agreement, having the same political and economic rights

as the other joint controlling shareholders. Therefore, due to the absence of disposal of control of

the Company, the public offering for the acquisition of shares referred to in article 254-A of the

Corporations Act was not applicable.

On April 29, 2017, by its contracted company Agile Car Locações Ltda, the Company entered

into a purchase agreement for 620 vehicles of the company Meridional Locadora de Veículos

Ltda. This transaction involved the value of up to twelve million, six hundred and seventy thousand

reais (R$ 12,670,000.00), subject to prior approval by the Brazilian Antitrust Authority - CADE,

which occurred on May 5, 2017.

On December 1, 2017, the Company's Board of Directors and the management of Auto Ricci S.A.

approved the terms and conditions of the merger of Auto Ricci into Locamerica, aiming at

simplifying its organizational and corporate structures, thus reducing administrative and operating

costs. The operation was approved by the meetings of both companies on January 2, 2018, with

the consequent extinction of Auto Ricci S.A.

On December 27, 2017, by and between Locamerica, Locamerica controlling shareholders,

Unidas S.A., Unidas S.A. shareholders - Vinci Capital Partners II Fundo de Investimento em

Participações ("Vinci"), Kinea I Private Equity Fundo de Investimento em Participações, Kinea

Co-Investimento II Fundo de Investimento em Participações (together "Kinea"), GIF IV Fundo de

Investimento em Participações ("Gavea"), Principal – Gestão de Activos e Consultoria

Administrativa e Financeira S.A. ("Principal") and Enterprise Holdings Brazil, LLC ("Enterprise") -

and Fitpart Capital Partners Ltd, on behalf of Messrs. Antonio Carlos de Freitas Valle, Fernando

Antonio Botelho Prado and Eric Philip Hime (together "Investors"), an Investment Agreement was

entered into for the purpose of regulating the terms and conditions for making the business

combination between Locamerica and Unidas S.A.

The execution of the Investment Agreement and other related documents was duly approved by

the Boards of Directors of Unidas S.A. and Locamerica in meetings held on the same date.

The combination of both companies' businesses will favor a convergence environment, making

the consolidation and confluence of the offering of car rental services easier, as well as the

consequent optimization of administrative and operational costs and the standardization of

Locamerica and Unidas S.A operations. In addition, the Operation is materializing the possibility

of Locamerica strengthening its position in a key market and improving its profile of growth and

profitability, joining the operations of two of the largest car rental service providers in the country.

In view of that, the new Company will have a complete platform to serve its customers, which will

include all the services available in the car rental, fleet management and outsourcing market. The

competitive positioning will also be strengthened by expanding the geographical coverage of the

companies. The business combination is expected to capture significant operating, administrative

and economic-financial synergies, as well as to optimize the capital structure of the companies,

making Locamerica-Unidas the second largest company in the country and effectively

consolidating the group's leadership in the fleet outsourcing segment.

The complementarity of two well-prepared and specialized teams in their markets is aimed at

maximizing companies' receivables and improving customers service.

After the completion of the Operation, Locamerica-Unidas has a differentiated scale, with more

than 100,000 cars, more than 210 car rental stores, 76 used vehicles stores, and presence in all

states and in the Federal District.

The business combination also enabled the Company to have an international connection,

considering that Unidas S.A. is the master franchisee in Brazil of the largest rental group in the

world, and market leader in the United States, Enterprise (franchisor of Alamo, Enterprise, and

National brands), with the possibility of access to best practices in the segment. Additionally,

Locamerica customers will have access to a global car rental service network.

On January 23, 2018, the merger of Locamerica with Unidas S.A. was approved by the Brazilian

Antitrust Authority - CADE, in addition to other conditions set forth in the Investment Agreement

and which are commonly applicable to this kind of Operation.

As a result of its sound management and the Company's growth after the merger on February 7,

2018, Standard & Poors Global Rating raised Locamerica's rating from "brA+" to "brAA-". The

agency also attributed a positive outlook for the new combined company, reflecting a possible

further rating upgrade in the next 12 to 18 months. Subsequently, on July 11, 2018, Standard &

Poor's Global Rating raised again our credit rating from "brAA-" to "brA+".

Pursuant to the terms and conditions of the Investment Agreement, the shareholders of each of

the companies approved, at extraordinary general meetings held on March 9, 2018, the merger,

by Locamerica, of all shares issued by Unidas S.A. that are not held by Locamerica, namely those

owned by: (i) Principal – Gestão de Activos e Consultoria Administrativa e Financeira, S.A., (ii)

Enterprise Holdings Brazil, LLC, and (iii) Investors on the date of consolidation, with the

consequent issuance of thirty-four million, three hundred ninety-four thousand, six hundred and

eighty-nine (34,394,689) new registered, book-entry, and common shares with no par value

("Shares Consolidation"). In addition, prior to the Shares Consolidation and under the terms of

the Investment Agreement, Locamerica acquired twenty-one million, nine hundred and eighty-

nine thousand, one hundred and sixty-three (21,989,163) shares issued by Unidas S.A.,

representing 40.3% of its share capital. Also under the terms of the Investment Agreement,

payments due to Principal were ended on March 12, 2018, concluding, on this date, the merger

process between the companies.

As a result of the consummation of the Operation, two of the entry shareholders of Locamerica,

Principal - Gestão de Activos e Consultoria Administrativa e Financeira, S.A. and Enterprise

Holdings Brazil, LLC, now hold together 24.8% of the total share capital of Locamerica, including

treasury shares. These shareholders have thus become part of Locamerica's controlling group,

formed by Messrs. Luis Fernando Porto, Sergio Resende, and RCC Participações Ltda., upon

entering, on this date, into the Locamerica Shareholders Agreement duly filed at the Company's

headquarters, with similar political and economic rights to the other joint controlling shareholders.

This agreement confirms the engagement of the parties in a long-term project with respect to the

businesses currently exercised by Locamerica-Unidas.

Unidas S.A. preserved its legal personality and its equity, without intestate succession.

On March 23, 2018, Fitch Ratings raised both Locamerica and Unidas credit ratings from "AA-

(bra)" to "AA (bra)". In parallel, the agency removed the Positive Note and assigned Stable

Outlook to corporate ratings. The raising is a reflection of the creation of the second largest car

rental company and the largest fleet outsourcing in the country in an industry in which scale is of

extreme importance, strengthening the business profile and maintaining robust credit indicators.

On September 5, 2018, Locamerica and Unidas S.A. began to fully adopt the new brand "Unidas"

as the assumed name of both companies. However, the Company is listed on B3 under the

corporate name Companhia de Locação das Américas, and its ticker will remain unchanged as

LCAM3.

As a core strategy for capturing all the growth potential from our markets, Unidas, at a Board of

Directors meeting held on November 27, 2018, approved the its Primary and Secondary Public

Offering of common, registered, book-entry shares with no par value issued by the Company.

Within the scope of the Public Offering, there were (i) thirty-one million (31,000,000) new shares

issued by the Company (Primary Offering), with the consequent increase of the Company's share

capital, and (ii) twelve million (12,000,000) shares issued by the Company and held by certain

selling shareholders (Secondary Offer, considering the placement of all additional shares,

pursuant to CVM Instruction 476), at the price per share of R$32.00, totaling R$1,376,000,000.00.

Th operation was completed as of December 20, 2018.

On December 11, 2018, according to a relevant fact disclosed by the Company on the same date,

the Company's Board of Directors approved the creation of its Level 1American Depositary

Receipts Program, without implying any increase in the Company's share capital and/or issue of

new common shares by the Company, for the purpose of expanding the Company's shareholders

base, making access easier to foreign investors in relation to common shares issued by the

Company. The ADR Program was approved by CVM on December 7, 2018, through the Official

Letter No. 689/2018/CVM/SER/GER-2.

For additional information on the American Depositary Receipts Program and its main

characteristics, see item 18.7 of this Reference Form.

On December 17, 2018, S&P Global Ratings upgraded both Company and Unidas S.A. credit

ratings from "AA+(bra)" to "AAA (bra)", both with Stable Outlooks to corporate ratings. The ratings

upgrades are a reflection of the prompt and efficient integration of operations of both Companies,

which resulted in improved operating efficiency of the combined company, as well as extension

of its debt average maturity. Additionally, the agency expects both Companies to have liquidity

strength, even in a more aggressive growth scenario in the coming years, mainly financed with

the proceeds of the Primary Offering in the amount of R$992 million.

In line with its strategy of consolidating the Fleet Outsourcing market through new M&A

operations, the Company announced on December 26, 2018 the acquisition of NTC Serviços

Ltda, a company of the fleet outsourcing segment specialized in the Agribusiness industry, with

the purpose of expanding its fleet of available vehicles and strengthening the Company's position

in meeting the Agribusiness industry needs, in which the Unidas Agro business division was

created. The acquisition was approved by CADE on January 3, 2019 and at the Extraordinary

General Meeting on January 31, 2019.

On September 30, 2019, Unidas had a consolidated fleet of 153,724 vehicles, of which 84,259

vehicles were under fleet outsourcing, 69,465 vehicles allocated to the Car Rental segment, and

another 3,934 vehicles to Franchises (1,580 vehicles being considered as franchisee's own fleet).

Recent Developments

On October 10, 2019, a strategic partnership was established between the Company and

Alphabet, the BMW Group's Corporate Mobility division present in 26 countries in Europe, besides

China and Australia, with a fleet of 680 thousand cars and light commercial vehicles. The

partnership consists of cross-offering mobility services that include fleet rental and Total Cost of

Ownership (TCO) solutions, such as fuel cards, tolls, tracking, telemetry, and 24-hour assistance

to Alphabet's global customers, who now enjoy this offering also in Brazil, through the Company.

For the Company, the partnership means one more competitive advantage and the strengthening

of its commercial performance before multinational companies within the fleet outsourcing

segment in Brazil, where it is the leader in number of vehicles and revenue, as well as an

opportunity for the Company alignment with the best practices in the worldwide fleet outsourcing

segment.

On October 17, 2019, the Extraordinary General Meeting approved the Company's shares split

in the ratio of 1 to 3, but not changing the share capital, which was then divided into four hundred

and forty-seven million, seven hundred and twenty-nine thousand, four hundred and eleven

(447,729,411) common and registered shares with no par value. The purpose of the split was to

make the minimum lot of one hundred (100) Company shares in the stock market more accessible

to investors and, consequently, to increase the liquidity of the shares, considering that their larger

number potentially generates an increase in business. On October 22, 2019, the stock split was

settled at B3.

6.5 - Indicate whether there was a request for bankruptcy, provided that it is based on the

relevant amount, or for court-supervised or out-of-court reorganization of the issuer, as

well as the current status of such requests.

Up to September 30, 2019, there was no request for bankruptcy or court-supervised or out-of-

court reorganization that the Company was aware of.

6.6 - Provide other information that issuer deems relevant.

There is no other relevant information that was not evidenced in item 6 of this Reference Form.

7.1. Briefly describe the activities carried out by the issuer and its subsidiaries:

Overview

We are the leading fleet outsourcing company and the 2nd largest car rental company in Brazil in

terms of number of vehicles and Gross Revenue (considering the business combination between

Companhia de Locação das Américas ("Unidas", former Locamerica) and Unidas S.A. ("Unidas

S.A.")), according to a report released by the Brazilian Car Rental Companies Association

("ABLA") in 2019, for the fiscal year ended December 31, 2018, and taking our total fleet of

131,099 vehicles and the total fleet informed by other publicly held companies and/or companies

that disclosed such information to the market into account. Considering September 30, 2019,

data, the Company's total fleet consists of 153,724 vehicles.

The chart below shows the development of the Company's fleet from 2016 to the nine-month

period ended September 30, 2019:

Key: Frota – Total e Por Segmento (#veículos)

- Total Fleet and Fleet by Segment (# vehicles)

Terceirização de Frotas - Fleet Outsourcing Aluguel de Carros - Car Rental Aluguel de Carros – Franquias - Car Rental - Franchises Operacional - Operational Implantação - Implementation Desmobilização - Demobilization

------------------------------------------------------------------------------------------------------------------------------

23.808 40.319

111.097 100.318

128.855

84.259

2.394

4.283

9.956

9.457

9.477

65.531

1.529

1.964

10.046

10.166

15.392 3.934

27.731

46.566

131.099

119.941

153.724 153.724

-

20.000

40.000

60.000

80.000

100. 000

120. 000

140. 000

160. 000

2016 2017 2018 3T18 3T19 3T19

Operacional Implantação Desmobilização

Frota – Total e Por Segmento (# veículos)

+

Terceirização de Frota Rent-a-Car Rent-a-Car - FranchisesAluguel de Carros Aluguel de Carros -Franquias

+

+28,2%

55%

43%

2%

Terceirização de Frotas

Aluguel de Carros

Aluguel de Carros - Franquias

Additionally, we rely on the expertise and know-how of Enterprise Holdings Brazil, LLC

("Enterprise"), the largest car rental company in the United States of America, as reported by the

Auto Rental News Portal.1 We operate in all Brazilian states and the Federal District.

We operate in two segments: Rent-a-Car or RAC, with a customer base of approximately 3 million

customers; and Fleet Outsourcing, with a base of over 2 thousand customers in approximately

20 different segments. At the same time, we also carry out Used Vehicles activities, with 105

stores in 20 States and at the Federal District, in a total of 66 cities nationwide.

Our pro-forma operating revenue for the fiscal year ended December 31, 2018, was of R$ 3.4

billion, our Adjusted pro-forma EBITDA was of R$ 1.0 billion, and our pro-forma net income was

of R$ 180.3 million. Considering the nine-month period to September 30, 2019, the pro-forma

operating revenue was of R$ 3.6 billion, our Adjusted Pro-forma EBITDA was of R$ 953.6 million,

and our pro-forma net income was of R$ 232.8 million. For more information about our pro-forma

financial statements, see item 10.9 of this Reference Form.

Total Fleet (RAC + Fleet Outsourcing)

Thousands of Cars | Last information reported by the Company (September 30, 2019)

Source: Financial Statements of companies. For ALD, Arval and LM: Estimated data.

Unidas is the result of the combination of success between former Locamerica and Unidas S.A.,

companies positioned among the leaders in their respective markets (based on their gross

revenue and according to a report released by ABLA in 2019, for the fiscal year ended on

December 31, 2018), announced at the end of 2017, which resulted in a transformational

transaction, making it the second largest company in the sector in Brazil (in comparison with

publicly held companies and/or companies that disclose such information to the market). Based

on the alignment of the control group's shareholders of both companies, aiming at a long-term

project, Locamerica joined Unidas S.A. by combining two complementary and specialized teams,

creating a complete service platform in the market. We believe that the transaction shall generate

several synergies in the short and medium term, and some of them have already been captured.

Debt refinancing synergies and purchase of vehicles resulting from the merger are already being

incorporated by the Company, and we estimate other potential service and suppliers synergies,

vehicle sales and corporate optimization.

We have a consistent history of entrepreneurship with continued growth through acquisitions,

supported by private equity investments in both companies. In view of the recent merger that

resulted in our Company, Locamerica began its expansion through mergers and acquisitions of

small rental companies. In 2012, it went public in search of new partners and, in 2016, it

announced the merger with Ricci and the acquisition of Panda de Itú Veículos Ltda. and

Meridional Locadora de Veículos Ltda. Unidas S.A. also counted on investments from important

funds, becoming the Master Franchisee of Enterprise in 2012 and an investee of the global

company in 2016. As regards the number of vehicles, Unidas S.A. fleet (64.8 thousand vehicles)

was 4 times greater than Ricci's fleet (15.8 thousand vehicles).

1 Available at https://www.autorentalnews.com/fc_resources/PDF/arnfb18-market.pdf

299.8

153.7110.2

25.0 22.5 21.0 17.0

Services Portfolio

We carry out our activities through the provision of services in 2 business units, in addition to our

Used Vehicles activities.

Fleet Outsourcing (TF). We are market leaders in Brazil according to ABLA's yearbook

published in 2019, holding a 17.4% market share concerning fleet size in 2018. On September

30, 2019, we made 84,259 cars available in all Brazilian states and the Federal District, and we

have 639 employees dedicated to fleet management. We have a base with over 2 thousand

customers. In the nine-month period to September 30, 2019, our average monthly rate was of R$

1,591 and our number of rental daily rates was of 18,949. We present below the evolution of these

and other important operating indicators of this segment from 2016 to the nine-month period

ended September 30, 2019.

Key: # de Diárias e Tarifa Média Mensal (em R$) – Terceirização de Frota

- # of Daily Rates and Average Monthly Rate (in R$) - Fleet Outsourcing

Número de Diárias (mil) - Number of Daily Rates (thousand) Tarifa Média Mensal (R$) - Average Monthly Rate (R$) Idade Média da Frota Operacional – Terceirização de Frota

- Operating Fleet Average Age - Fleet Outsourcing

Taxa de Ocupação (%) – Terceirização de Frota

- Occupancy Rate (%) - Fleet Outsourcing

------------------------------------------------------------------------------------------------------------------------------

Our TF business consists of the lease of vehicles to corporate customers, with agreements that

have terms that normally range from 12 to 36 months, and of the provision of related fleet

management and administration services, including, among others, consulting services for

determination of the fleet to be leased, maintenance of leased vehicles and respective tires, offer

of vehicle insurance, reserve vehicle, and emergency assistance 24 hours a day throughout

Brazil.

# de Diárias e Tarifa Média Mensal (em R$) – Terceirização de Frota

Taxa de Ocupação (%) – Terceirização de Frota

Idade Média da Frota Operacional – Terceirização de Frota

8.335

11.179

20.659

14.851

18.949

1.597 1.546 1.480 1.474 1.591

-2.00 0

-1.50 0

-1.00 0

-50 0

0

50 0

1.00 0

1.50 0

0

5.00 0

10 .0 00

15 .0 00

20 .0 00

25 .0 00

30 .0 00

2016 2017 2018 9M18 9M19

Número de Diárias (mil) Tarifa Média Mensal (R$)

+84,8%+27,6%

-4,3% +7,9%

18,6 18,9

16,5 16,8 17,0

2016 2017 2018 9M18 9M19

-12,6%+1,2%

96,8% 97,0%

98,3% 98,0% 97,9%

2016 2017 2018 9M18 9M19

+1,3 p.p. -0,1 p.p.

Through TF's business, we offer our customers a car rental solution that allows them to enjoy a

variety of benefits, including: (i) to spend less money with the fleet acquisition and management

in comparison with the operation of its own fleet; (ii) to focus more on their main activities, without

the need to divert their attention with ancillary issues, such as those arising from the use of their

own fleet; (iii) to obtain vehicle solutions customized to their needs; (iv) to allocate less capital in

comparison with the operation of its own fleet; (v) to make the control easier in the fleet

management and administration process; and (vi) to eliminate the resale process and residual

value risk.

Additionally, in the Fleet Outsourcing segment, the Company, which already offered the car

sharing service, also started offering the Unidas Livre product, which represents the offer of

operating lease for more than 70 new vehicles to individuals and, as from February 2019, it began

offering Fleet Outsourcing services and products to the Agribusiness segment also through NTC,

which was then acquired by the Company, strengthening its operations in this segment.

On September 30, 2019, the Company reached 81 points (out of 100) in the NPS - Net Promoter

Score - in the TF business, which is a customer satisfaction index:

Car Rental (RAC). We are one of the largest car rental companies in number of vehicles, with

a market share of 14.2% in fleet size in 2018, according to information released by the ABLA

Yearbook in 2019.

On September 30, 2019, our fleet consisted of 69,465 cars of several makes and models, of which

67,885 were from Unidas own fleet and 1,580 from franchisees own fleet. We currently we have

208 stores, of which 78 are franchises, present in 139 cities throughout the national territory. Of

the 208 points of service, 52 were located at airports. The fleet average age in the nine-month

period ended September 30, 2019, was of 6.6 months.

54

69

79 81

2016 2017 2018 9M19

Fleet NPS

We have 1,2582 employees dedicated to the RAC service. Our average rate for the nine-month

period ended September 30, 2019, was of R$ 71.9 and the number of rental daily rates was of

10,061 thousand daily rates, with an occupancy rate of 77.6%.

Below we show the evolution of these and other important operating indicators.

Key: # de Diárias e Tarifa Média Diária (em R$) – Aluguel de Carros

- # of Daily Rates and Average Daily Rate (in R$) - Car Rental

Número de Diárias (mil) - Number of Daily Rates (thousand) Tarifa Média Diária (R$) - Average Daily Rate (R$) Idade Média da Frota Operacional – Aluguel de Carros

- Operating Fleet Average Age - Car Rental

Taxa de Utilização (%) – Aluguel de Carros

- Use Rate (%) - Car Rental

Rede de Atendimento - Customer Service Network Lojas Próprias - Own Stores Franquias - Franchises

------------------------------------------------------------------------------------------------------------------------------

Our RAC business comprises the car rental to individuals and legal entities. We serve individuals

and legal entities through our own stores, franchises, 0800 booking central, website, travel

agencies, tour operators, and commercial partnerships, with lease terms that generally vary from

one day to one month and can be renewed monthly. In addition, insurance companies use the

Company's services to offer reservation vehicles to their customers in cases of claims or use of

the collateral. Corporate customers, including travel agencies and tour operators, are accessed

primarily through the coordination of efforts between the direct sales force and the sales structure

of the Company's franchisees. Among the company's latest developments is the RAC mobile app

that includes the use of QR code.

2 Not considering our back office employees.

# de Diárias e Tarifa Média Diária (em R$) – Aluguel de Carros Idade Média da Frota Operacional – Aluguel de Carros

Taxa de Utilização (%) – Aluguel de Carros Rede de Atendimento

4.797

6.486

8.554

5.912

10.061

73,571,7

74,473,2

71,9

50

55

60

65

70

75

80

0

2.000

4.000

6.000

8.000

10. 000

12. 000

14. 000

16. 000

18. 000

20. 000

2016 2017 2018 9M18 9M19

Número de Diárias (mil) Tarifa Média Diária

+3,7% -1,8%

+31,9% +70,2%

10,4

7,9 7,87,3

6,6

0

2

4

6

8

10

12

2016 2017 2018 9M18 9M19

-1,2%

-9,4%

81,5%

83,7%

78,8%

79,7%

77,6%

2016 2017 2018 9M18 9M19

-4,9 p.p.

-2,1 p.p.

99 104 121 118 130

128 112 89 101 78

227216 210

219208

2016 2017 2018 9M18 9M19

Lojas Próprias Franquias

-6 lojas -11 lojas

On September 30, 2019, the Company achieved an eighty percent (80%) satisfaction level,

according to an internal index that evaluates the Customer's experience:

¹ Internal Customer Satisfaction Rating

Franchise Model: "Flex Franchise"

Since 2011, we have made our franchise model more flexible, creating the "Flex Franchise",

through which our franchisees have the option of acquiring, in whole or in part, the fleet of vehicles

for their respective points of service, as is the case of the 1,580 vehicles owned by our franchisees

as of September 30, 2019.

Our franchise model has, since its implementation, a number of benefits to our franchisees and

us, including: (i) lower investments required to open the point of service by the franchisee; (ii)

further acceleration in the expansion of our service network; (iii) greater control over the

standards of our franchisees' points of services, including the characteristics of vehicles to be

leased (models, age, and mileage); and (iv) integrated operation of the points of service of our

franchisees with our own points of service, forming a unique service network.

We intend to continue using the franchise model as a way to increase our multi-lined service

network, mainly increasing our presence in the countryside of the states.

Used Vehicles Sales. In order to allow the constant, efficient, and profitable renewal of our

fleet, we have developed the Used Vehicles activity in a way to complement the TF and RAC

business. Through the Used Vehicles activity, we sell vehicles from these businesses by two sale

channels - retail and wholesale.

We currently own 105 used vehicles stores, 96 of which are retail and 9 wholesale, distributed in

68 cities of 23 Brazilian states and the Federal District. It is important noting that most of our used

vehicles are sold directly to our customers (in terms of gross revenue), with the support of 7633

employees. In 2018, we sold 42,387 vehicles considering Unidas S.A. sales from the conclusion

of the merger on March 9, 2018. Considering the combined amount, 49,013 vehicles were sold

in 2018, a growth of 8.6% compared to 2017, also considering the pro-forma sales of Locamerica,

Auto Ricci and Unidas S.A. In the nine-month period ended September 30, 2019, we sold 47,887

cars, reporting a 59.4% growth compared to the nine-month period ended September 30, 2018.

Below we show the evolution of these and other important operating indicators.

3 Not considering our back office employees.

62,0% 64,0%

80,0% 80,0%

2016 2017 2018 9M19

iSEU1

Key: # de Veículos Vendidos e Preço Médio de Venda (R$ mil)

- # of Vehicles Sold and Average Sale Price (R$ thousand)

Nº Veículos Vendidos - Number of Vehicles Sold Preço Médio de Venda - Average Sale Price Idade Média dos Veículos Vendidos (Meses)

- Average Age of Vehicles Sold (Months)

Terceirização de Frotas - Fleet Outsourcing Aluguel de Carros - Car Rental Lojas de Seminovos - Stores - Used Vehicles Varejo – Próprias - Retail - Own Stores Varejo – Franquias - Retail - Franchises Atacado - Wholesale lojas - stores

------------------------------------------------------------------------------------------------------------------------------

The decision to sell a vehicle in the retail or wholesale is based on mileage criteria, condition of

the vehicle at the time of demobilization, and accident history. We continually adapt the structure

and quantity of our stores to the number of vehicles we estimate to sell each year through retail.

So that our customers can enter into financing agreements, we have commercial agreements

with several Brazilian financial institutions that offer several financing options for the acquisition

of our used vehicles. In addition to credit risk being borne by the financial institution, we receive

a commission on the financing that will be granted.

The table below shows our main consolidated and operating financial indicators for the periods

indicated:

Operational Information

9M19 %¹ 9M18 %¹ 2018 %¹ 2017 %¹ 2016 %¹

(Unit, except percentages)

11 23

58 47

77

21 24

19

3

4

64

9

14

27

85 75

105

-

20

40

60

80

100

120

2016 2017 2018 9M18 9M19

Varejo - Próprias Varejo - Franquias Atacado

# de Veículos Vendidos e Preço Médio de Venda (R$ mil)

Idade Média dos Veículos Vendidos (Meses) Lojas de Seminovos

12.40716.711

42.387

30.049

47.88728,432,6 34,0 33,9

39,0

-10 ,0

-

10,0

20,0

30,0

40,0

-

10.00 0

20.00 0

30.00 0

40.00 0

50.00 0

60.00 0

70.00 0

2016 2017 2018 9M18 9M19

Nº Veículos Vendidos Preço Médio de Venda

+153,6%

+4,2%

+59,4%

+15,0%

28,430,6

27,929,8

27,7

22,4

19,017,5 17,5 16,3

2016 2017 2018 9M18 9M19

Terceirização de Frotas Aluguel de Carros

-7,0%

-7,1%+58 lojas

+30 lojas

Total Fleet 153,724 100.0 119,941 100.0 131,099 100.0 46,566 100.0 27,731 100.0

TF 84,259 54.8 72,653 60.6 74,704 57.0 46,566 100.0 27,731 100.0

RAC² 69,465 45.2 47,288 39.4 56,395 43.0 0 0.0 0 0.0

Points of Service -

RAC 208 100.0 219 100.0 210 100.0 0 0.0 0 0.0

RAC - Own fleet 130 62.5 118 53.9 121 57.6 0 0.0 0 0.0

RAC - Franchises 78 37.5 101 46.1 89 42.4 0 0.0 0 0.0

Stores - Used

Vehicles 105 100.0 75 100.0 85 100.0 27 100.0 14 100.0

Used Vehicles -

Own fleet 77 73.3 47 62.7 58 68.2 23 85.2 11 78.6

Used Vehicles -

Franchises 19 18.1 24 32.0 21 24.7 0 0.0 0 0.0

Wholesale 9 8.6 4 5.3 6 7.1 4 14.8 3 21.4

Total (Points

of Service and

Stores)

313 100.0 294 100.0 295 100.0 27 100.0 14 100.0

¹. In relation to the total fleet (own fleet and Franchises fleet) or total (Points of Service and Stores), as the case may be,

of the fiscal year or period, as the case may be.

². Considers RAC own fleet and RAC Franchises own fleet.

Financial Information

Operating Revenue 9M19 %¹ 9M18 %¹ 2018 %¹ 2017 %¹ 2016 %¹

(R$ million, except percentages)

Rental Revenue² 1,741.0 47.0 1,104.7 52.0 1,606.7 52.4 605.0 52.6 443.7 55.7

Vehicles Sales Revenue³ 1,965.2 53.0 1,018.6 48.0 1,460.5 47.6 545.5 47.4 352.3 44.3

Operating Revenue 3,706.2 100.0 2,123.2 100.0 3,067.2 100.0 1,150.5 100.0 796.0 100.0

¹ In relation to the total operating revenue for the year or period, as the case may be. ² Considers the car rental, franchising, and management of outsourced fleet revenue. ³ Considers the sale and resale of used vehicles

Other Financial Information

Nine-month

period

ended

September

30, 2019

Year ended

on December

31, 2018

Year ended

on December

31, 2017

Year ended

on

December

31, 2016

(R$ million, unless otherwise indicated)

EBITDA (1) 941.1 840.7 361.3 248.8

EBITDA Margin (%) (2) 26.6 28.8 33.0 33.0

Net Debt 3,518.3 1,959.4 1,032.0 627.9

(1) EBITDA or LAJIDA is a non-accounting measure that the Company prepares in accordance with CVM Instruction

527 and corresponds to the net income for the year or period, as the case may be, before income and social contribution

taxes, financial income, and amortization and depreciation expenses. EBITDA is not a measure recognized in

accordance with the Brazilian Accounting Practices or IFRS and may not be comparable to EBITDA prepared by other

companies. EBITDA presents limitations that may impair its use as a measure of profitability since it does not consider

certain costs arising from the Company's business that could significantly affect its profits, such as financial expenses,

taxes, depreciation, capital expenditures, and other related charges. In the Company's business, EBITDA is used as a

measure of its operating performance. For information on the reconciliation of EBITDA to the Company's pre-tax income

(loss), see section 3.2 of this Reference Form.

(2) EBITDA Margin corresponds to EBITDA divided by the total net revenue for the year or period of the Company, as

the case may be.

7.1.a - Indicate if issuer is a government controlled private company:

Not applicable, considering that the Company is not a government controlled private company.

7.2. In relation to each operating segment that has been disclosed in the last financial

statements at the end of the fiscal year or, when applicable, in the consolidated financial

statements, indicating the following information:

An operating segment is a portion of our operations that engages in business activities from which

it may earn revenue and incur expenses, including revenues and expenses relating to related

parties' transactions. The operating segments are defined according to how our management

evaluates the performance of the business and also according to the availability of individualized

financial information. Our management considers that our operations comprise a single

identifiable operating segment, that is, the vehicle lease segment in the Fleet Outsourcing and

Car Rental (Rent-a-Car, "RAC") divisions, since sale of used vehicles for the purpose of fleet

renewal is inherent to the process of leasing vehicles and that, in the way our business is

structured, one activity is a consequence of the other.

(a) Marketed products and services:

As described above, we do not segregate our assets and liabilities by segment. Therefore, we did

not present the balance sheet by business segment. Notwithstanding, as described in item 7.1,

our activities are concentrated in the field of lease of vehicles through two divisions: (i) Fleet

Outsourcing and (ii) Car Rental - RAC (including through our network of franchisees). In RAC

division, we own 208 stores, including 78 franchises. As a consequence of the vehicle lease

business, the Company has 105 points of sale of vehicles deactivated for fleet renewal. For more

information about our businesses, see item 7.3 of this Reference Form.

(b) Revenue from the segment and its share in the issuer's net revenue:

Our net revenue for the years ended December 31, 2016, 2017, and 2018, corresponded to R$

754.7 million, R$ 1,094.6 million, and R$ 2,917.2 million, respectively. As we had a participation

only in the Fleet Outsourcing segment until 2017, our revenues in these periods exclusively derive

from this segment.

After the conclusion of the merger with Unidas S.A., the Company became part of the Car Rental

(RAC) segment as from March 9, 2018, as informed in items 6.3 and 7.1 of this Form. As a result,

the Company had total net revenue of R$ 2,917.2 million as of December 31, 2018, of which R$

1,792.3 million in Fleet Outsourcing and R$ 1,124.8 million in Car Rental (RAC).

As of September 30, 2019, the net revenue was of R$ 3,537.7 million, of which R$ 1,618.0 million

from Fleet Outsourcing, R$ 1,822.8 million from Car Rental (RAC), and R$ 96.9 million from

Acelero, the company responsible for the resale of used vehicles intended solely for resale and

that were purchased for this purpose.

(c) Profit or loss resulting from the segment and its interest in the issuer's net income:

We had a net income of R$ 28.9 million, R$ 60.6 million, and R$ 189.2 million in the years ended

December 31, 2016, 2017, and 2018, respectively. As we had a single operating segment in 2016

and 2017 (Fleet Outsourcing), the totality of our income derived from this segment. With the

conclusion of the merger with Unidas S.A., which included us in the Car Rental (RAC) segment,

the Company presented net income of R$ 189.2 million in 2018, of which R$ 166.3 million came

from Fleet Outsourcing and R$ 22.9 million from Car Rental (RAC).

As of September 30, 2019, the net income was of R$ 242.1 million, of which R$ 176.1 million from

Fleet Outsourcing, R$ 63.2 million from Car Rental (RAC), and R$ 2.9 million from Acelero, the

company responsible for the resale of used vehicles.

7.3. In relation to products and services that correspond to the operating segments

disclosed in item 7.2, describe:

(a) Characteristics of the production process

Although we only have one operating segment, we divided the characteristics of the production

process into two activities: (i) Fleet Outsourcing and (ii) Car Rental (Rent-a-Car), in which the

Company operates through the franchise model.

Fleet Outsourcing

Our Fleet Outsourcing operating cycle is segmented into the following phases, as described

below:

Planning

Our planning activities consist of prospecting potential new customers and establishing a

business relationship with them.

We have our own team focused on prospecting new customers, responsible for identifying

business opportunities for corporate fleet outsourcing. Our team is focused on three distinct

groups, which are classified according to their income and potential fleet outsourcing, evaluated

according to the economic sector and the activities developed:

1. Key clients - customers with outsourcing potential, which have more than 100 vehicles in their

corporate fleet, composed mainly of large companies from different industrial sectors, such as

infrastructure, banks, food and beverage, that typically present higher growth than the Brazilian

GDP. Usually, they are companies that already outsource their fleet in the usual way and,

therefore, we have a strong competition.

2. Middle market - customers with outsourcing potential, which have between 20 to 99 vehicles,

category composed mainly of medium-sized companies.

3. Small and medium-sized companies ("PM&E") - customers with greater outsourcing potential

if compared to previous ones, this category includes small and medium-sized companies with

outsourcing potential of less than 20 vehicles, characterized by a pulverized market if compared

to other segments, for which we still have a strong culture of fleet insourcing. These customers

have higher operating margins, mainly due to the low competition in the first lease agreements.

Our prospecting activities are carried out in an active way, based on the analysis of sector reports

and the monitoring of large companies in key sectors of the Brazilian economy, acquisition and

preparation of mailing lists and market intelligence. The target audience of the corporate fleet

outsourcing segment allows us to reduce our marketing costs by targeting our media campaigns,

our main focus being the generation of "contact with the prospect" relationship, that is, through

Planning Acquisition After Sales Demobilization

the establishment of contact with the customer, followed by a visit to introduce the Company, and

cultivation of a relationship until the customer's opportunity to outsource arises. This contact can

be established through participation in trade fairs and events of the sector, as well as through the

promotion of relationship events, sending of direct mail.

From the initial contact of our team, we seek to deepen our relationship with potential customers

through visits and meetings, in order to understand the activities of such customers and identify

fleet outsourcing opportunities, focused on a diagnostic study developed based on the

particularities and needs of each customer. Among the several factors considered in our

diagnostic study for the composition of the fleet, we highlight the purpose and manner of use,

renewal time, drivers' profile, fleet utilization, besides the estimated mileage and the particularities

of the geographic region where the fleet will be located (such as accident rates, road and highway

conditions, and composition for delivery and return of vehicles). In developing the diagnostic study

and presenting a proposal to our customers, we seek not only the cost reduction obtained as a

direct consequence of outsourcing, but also present a solution in fleet outsourcing, adding value

to their business by obtaining other benefits and advantages, based on our accumulated

experience in the sector and specialization in the outsourcing segment.

As of September 30, 2019, we had in our fleet 794 models of vehicles leased to our customers,

customized according to their interests, in different colors, and with several optional items and

accessories (including, among others, alarm, automotive sound and promotional taping).

Fleet outsourcing agreements with our customers are signed with terms of 12 to 60 months. The

contractual term is directly influenced by the type of vehicle and estimated mileage. The terms of

the agreement are negotiated individually with each customer and the values are adjusted

annually according to the adjustment for inflation (IPCA or IGP-M). Our agreements provide for

the application of a fine in case of early termination, which may reach up to 50% of the residual

value of the agreement.

One of the key points for success in the fleet rental industry is the ability to manage and control

the key variables involved in the pricing process. For this reason, we price each of our agreements

individually in order to guarantee competitive prices to our customers. Each premise used in the

process is independent and defined by the executive board of each department. Our executive

officers meet periodically to evaluate these premises and market conditions and trends.

In addition, in view of our operations in several Brazilian states and with companies of several

sizes and industries, the historical data obtained during the relationship with our customers also

constitute an important subsidy for our agreement pricing model, allowing our assumptions to be

always updated with the reality of our customers from different locations, size and area of

operation.

Acquisition

We carry out the acquisition, preparation, and delivery of vehicles after signing the agreement

with the customer, which allows us to mitigate the risk in the investment/return relation and reduce

the idleness of the operating fleet.

As part of the process of preparation of the diagnostic study and the proposal, we request price

quotes and term for delivery of the vehicles of the main automakers. Thus, after signing the

agreement, we issue the purchase order of the vehicles that will make up the outsourced fleet.

We have a preference for acquiring our own fleet of customers by offering our outsourcing

services, since, when acquiring new vehicles, we are able to more accurately estimate the

depreciation, operating costs, and demobilization of vehicles. The vehicles are made available to

us for licensing and installation of the accessories contracted by the customer and then we deliver

to any location in Brazil, at the place agreed with customer at the time of hiring.

After Sales

After the delivery of vehicles and start-up of the outsourced fleet operations, we started our after

sales activities, which include two main processes: fleet management and contract management.

Fleet Management

The fleet management activities are directly related to the outsourced vehicles and their

operation, including maintenance activities (for prevention and correction), licensing, claims

management, and mechanical assistance. The fleet management is carried out by our

operational bases and offices. In each of the cities where we operate, we have a stock of

reserve vehicles in case of need of emergency replacement, besides offering dedicated

service to the customer locally, which we believe is an important differential of our activities.

Additionally, on September 30, 2019, we had an accredited network comprised of 8,854

garage service and car dealers to perform preventive and corrective maintenance services in

the vehicles. This garage service undergoes an accreditation process that involves the

analysis, by our team, of their technical capacity and documentary situation. As a way to

ensure the quality of our accredited network, we have a standard accreditation process that is

periodically redone. We also have an accredited network of garage service throughout Brazil,

focused on the rendering of emergency maintenance services in the vehicles of our customers'

fleet. In the year ended December 31, 2018, our operating fleet utilization rate was of 98.3%

(97.2% and 96.9%, respectively, in the years ended December 31, 2017 and 2016) and,

consequently, only 1.7% of our operating fleet in this period was in preventive or corrective

maintenance (2.8% and 3.1% in 2017 and 2016, respectively). On September 30, 2019, our

operating fleet use rate was of 97.9% and, consequently, only 2.4% of our operating fleet in

the period was in preventive or corrective maintenance.

The fleet management activity allows us to be in closer contact with the drivers of our

customers' outsourced vehicles, with the local service provision, strengthening our relationship

with the entire production chain of our customer. In addition, it allows us to develop an

important sales channel for used vehicles after the demobilization of the fleet, having the

possibility of directly selling the vehicle to its driver, as described below in the item

"Demobilization."

Contract Management

Contract management involves income activity and constant and periodic evaluation of the

agreement's profitability, as well as the management of ancillary services. The management

of the provision of ancillary services includes the administration of violations and traffic tickets

received, annual vehicle licensing, claims and 24-hour assistance services to our customers.

The service focused on occasional accidents occurred to the vehicles are performed through

the provision of 24-hour assistance provided by outsourced companies with coverage in the

entire national territory. The damaged cars are replaced by others available at our operating

centers until the repair or permanent replacement. For more information on the insurance we

have contracted, see item 7.9 of this Reference Form.

We believe that contract management is an essential element of our business model, allowing

us to maintain a regular and constant relationship with our customers, made easier by our

monthly invoicing cycle. We issue invoices to our customers monthly, always according to the

measurement pre-approved by them. Monthly invoices include, when appropriate, not only the

services included in the agreement signed with customers, but also occasional refunds of

fines, malfunction caused to vehicles, and mileage exceeding the contracted one. Such

indicators are important tools for managing our agreements' profitability, generating important

data used during its term, possibly subsidizing requests for contractual rebalancing or even

termination in cases in which the premises of our diagnostic studies do not correspond to the

reality of the customer due to its own supervening or peculiar facts. In addition, in view of our

operations in several Brazilian states and with companies of several sizes and industries, such

historical data also constitute an important subsidy for our agreement pricing model, allowing

our assumptions to be always updated with the reality of our customers from different

locations, size and area of operation.

In case of default, we contact our customer's contract manager to inform him/her about the

delay and to understand the reasons that caused it, seeking to settle the debt within five days

after due date. If there is no negotiation or payment until the 5th day after the due date, the

default is reported to our weekly credit committee, which is made up of representatives from

the Financial, Legal and Customer Relations areas, for definition of the administrative and

legal negotiations. If the default remains up to the 10th day after the due date, we forward the

invoice to the credit protection service and the maintenance service is suspended as provided

for in the agreement. As of the 20th day of default, we sent an extrajudicial notice informing the

need to settle the debts. If there is no regularization or acceptance of the proposals sent, we

request the customer to return the fleet, which should occur as from the 10th day after receiving

the extrajudicial notice. If such measures do not have effect, we declare the contractual

termination, charging the penalties provided for in the outsourcing agreement, and we promote

the demobilization of the fleet. The table below shows the composition of the amounts due

and not paid on the indicated dates.

(in R$ thousands) Consolidated

Range 09/30/2019

12/31/2018

12/31/2017

12/31/2016

To be due 431,063

354,587

102,923

77,282

Overdue:

31 to 60 days 58,978

35,494

24,617

11,530

31 to 60 days 11,950

22,761

2,973

779

91 to 180 days 22,474

25,052

3,850

4,687

In excess of 180 days 177,385

121,849

52,792

42,694

Total 701,850

559,743

187,155

136,972

Our contract management team also supports the contract renewal process with our

customers. Considering the high competition in the rental market and the importance of price

as a customer decision factor, we benefit from the data obtained from our relationship with the

customer, allowing us to start the negotiation knowing the minimum profitability expected for

the agreement in question. Within 90 days before the expiration date of the agreement, we

issued a notice of expiration to the customer and contacted our commercial department to

carry out a new diagnostic study of the customer, now reinforced by its specific historical data,

culminating in the submission of a proposal of contractual renewal. We seek to finalize the

renewal process up to 60 days prior to the date of termination of the original agreement so as

to allow us to complete the cycle of mobilization of a new fleet prior to the expiration of the

initial agreement. In virtually all of our renewal cases, we have acquired and prepared a new

fleet of vehicles, with the demobilization and sale of vehicles used within the scope of the

original agreement. Our renewal strategy has allowed us to obtain a high rate of renewal of

the agreements entered into with our customers.

Demobilization

As a consequence of our car rental activities and in order to finance the renewal of our fleet,

we sell the demobilized used vehicles from our customers' outsourced fleets, both in case of

termination of the agreement and in its renewal. In the nine-month period ended September

30, 2019, and the years ended December 31, 2018, 2017, and 2016, the revenue from the

sale of used vehicles amounted to R$ 1,866.3 million, R$ 1,441.7 million, R$ 536.7 million,

and R$ 352.3 million, respectively, which was an important source of funds for the acquisition

of new vehicles.

Our work focused on fleet outsourcing, with contractual terms between 12 and 60 months,

allows us to plan, in advance, the sale of our used vehicles. We have a used vehicles

committee appointed pursuant to the Articles of Incorporation, formed by Mr. Luis Fernando

Porto, our controlling shareholder and the Chief Executive Officer, Mr. Sérgio Resende, our

controlling shareholder and chairman of the committee, and our Used Vehicles Officer not

appointed pursuant to the Articles of Incorporation. This committee meets monthly for a

detailed evaluation of the general conditions of the used vehicles market, as well as analyzes

in detail our stocks, prices, and sales strategy.

The process of selling our used vehicles begins with the transport of the used vehicles in

demobilization to our network of suppliers located in São Paulo, Campinas, Ribeirão Preto,

Brasília, Campo Grande, Rio de Janeiro, Belo Horizonte, Cuiabá, and Curitiba, where the

vehicle is prepared for sale by means repairs of any malfunction, sanitation, removal of

customized accessories of the customer (such as stickers) and washing.

In the sale of our used vehicles, we operate in two channels: wholesale (sale to resellers and

car dealers) and retail (direct sale to the final consumer):

Wholesale

The sale to the wholesale market is characterized by a lower operating cost than the retail

sale, as it typically does not require a multi-lined structure of points of sale, the maintenance

of a significant sales force, and investments in the media, which we understand that offset the

possible margin gain on direct retail sales.

Retail

We believe that the direct sale to the consumer is another important channel for the disposal

of our used vehicles. Retail sales allow us to expand our profit margins by aggregating other

ancillary services to the sale, such as accessories, insurance (through a third-party insurance

brokerage), and licensing. Occasionally, when our stock levels are high, we hold events as

trade fairs for the sale of our used vehicles as a way of balancing stock and realizing our

depreciated assets. We also make the direct sale of our demobilized vehicles to the drivers of

such vehicles. The possibility of direct sale to drivers exists because of the relationship

developed by our operating centers in our fleet management activities and allows us to reduce

freight costs associated with fleet demobilization.

We seek to offer, through commercial partners, financing alternatives to our wholesale and

retail customers. We often visit potential wholesale buyers in conjunction with funding partners,

which also allows us to access the expertise and portfolio of potential customers of such

partners.

Car Rental (Rent-a-Car)

The Company's car rental operation, which resulted from the conclusion of the merger with Unidas

S.A. on March 9, 2018, consists of renting cars at branches located inside and outside airports.

The rentals are made to individual customers traveling for business or on vacation and also to

legal entities, including insurance companies.

The acquisition of vehicles is carried out through direct negotiations with the automakers, in which

we seek to acquire a vehicles fleet mix that meets the needs of final consumers. The vehicles

acquired by the Company are then distributed through the 208 RAC stores, of which 78 are

franchises, in 139 cities in all Brazilian states and the Federal District.

As part of its fleet renewal program, the car rental fleet is renewed after its economic useful life,

which normally varies from 12 to 24 months, a significant part of which is sold to final consumers

through its own used vehicles car dealers.

The own network of the car rental business registered a significant growth in turnover,

represented by the 70.2% annual increase in the number of daily rates in the nine-month period

ended September 30, 2019, when compared to the nine-month period ended September 30,

2018, based on an action strategy focused on the most profitable segments (tourism and private

individuals) and privileging the use of web channels, reducing the unit cost per booking made.

Acquisition Rental Demobilization

The Company has a partnership with Vanguard Car Rental USA LLC, a member of the Enterprise

Holdings group, since the entering into of the Master Franchise Agreement on April 16, 2012,

through which it became part of an international car rental network known as Drive Alliance. The

Master Franchise Agreement, in addition to providing that Alamo System and National System

customers traveling to Brazil are served by the Company's car rental network in the same way as

the customers traveling abroad are served by the Alamo System and National System rental

networks, positioned the Company as its exclusive franchisee in Brazil for 15 years, term

automatically extendable for a further five years, concerning Alamo and National Systems. As a

result, the Company has the exclusive right to use the "Alamo" and "National Car Rental" brands

in Brazil, as well as it is now part of an international car rental network and has broad access to

Enterprise Holdings know-how and experience in the car rental and fleet outsourcing industry.

In addition to its car rental activities and in order to increase the multi-line and pace of expansion

of its network throughout Brazil, the Company has adopted, since the beginning of its operations,

a franchise model as a growth strategy in this market.

RAC vehicles also go through the demobilization process and through both wholesale and retail

channels, as explained above in this item.

Franchises

In 2011, Unidas S.A. launched the "Flex Franchise" model, in which the franchisee has

different business options to implement its structure, according to the needs of each market.

The Company believes that the "Flex Franchise" is an operation in the market that allows the

franchisee to grow beyond its available capital for fleet investment, since the franchisee may

choose to outsource, in whole or in part, its fleet. This franchise business model generates the

following benefits: (i) reduction of the franchisee's necessary initial investment to open the

franchise; (ii) accelerated expansion of the Company's stores network; (iii) possibility for the

franchisee to immediately serve all its demand; (iv) greater control by the Company over the

patterns of the franchise stores and fleet used (models, age, and mileage); and (v) the potential

of generating other business to the Company.

On December 31, 2018, Unidas S.A. had 89 franchise stores distributed in strategic locations,

in accordance with a national expansion plan. On September 30, 2019, this number was of 78

stores, in which the reduction of 11 stores reflects the acquisition of franchises by the

Company, contributing, in its turn, to the increase of the total of own stores.

In the franchise model, the Company earns revenue by receiving royalties of 7% on the sales

of the franchisees.

Insurance

In order to protect ourselves from possible losses, we have taken out insurance policies for

Optional Civil Liability of Vehicles, with coverage for property damage and bodily injury to third

parties. We have taken out insurance policy for some specific customers, following contractual

obligations, with coverage of property damage and bodily injury. Lastly, we have also taken out

an insurance policy for our main business establishments. Further information is available in item

7.9 of this Form.

(b) Characteristics of the distribution process

Key:

Distribuição Geográfica - Geographic Distribution Presença Nacional - National Presence Terceirização de Frotas - Fleet Outsourcing Aluguel de Carros - Car Rental Lojas de Carros Usados - Used Vehicles Dealers

------------------------------------------------------------------------------------------------------------------------------

Our administrative offices are located in Belo Horizonte and São Paulo. Additionally, we believe

that we are able to serve the entire Brazilian territory through our bases and operational offices,

as well as the wide network of suppliers.

As of December 31, 2017, prior to the merger with Unidas S.A., the Company had the following

geographic dispersion:

Operating Basis: 3 facilities composed of customer service centers, with a stock of

reserve cars to meet the occasional demand by our customers, mainly in cases of

maintenance (preventive or corrective) or accidents with vehicles, located in 3 Brazilian

states.

Operating Offices: 7 operating offices, located in 7 Brazilian states.

Points of sale of used vehicles: 27 stores selling used vehicles, 4 of which are aimed at

wholesale buyers, located in 4 Brazilian states, and 23 focused on retail sales, located in

4 Brazilian states.

After the conclusion of the merger with Unidas S.A., the Company now has one more operating

office, located in São Paulo, which concentrates its operations. Car Rental stores were added to

such office, which, on September 30, 2019, reached 208 points of service, as well as the Used

Vehicles stores that, together with the Company, totaled 105 stores. This way, our geographic

dispersion, on September 30, 2019, was composed of:

Operating Basis: 37 facilities composed of customer service centers, with a stock of

reserve cars to meet the occasional demand by our customers, mainly in cases of

maintenance (preventive or corrective) or accidents with vehicles. They are located in 5

Brazilian states.

Operating Offices: 8 operating offices, located in 8 Brazilian states.

Points of sale of used vehicles: 105 stores selling used vehicles, 9 of which are aimed at

wholesale buyers, located in 4 Brazilian states, and 96 focused on retail sales, located in

22 Brazilian states and the Federal District.

Car Rental Stores: 208 points of service, located in all 26 Brazilian states and the Federal

District.

Operating Units: 3 operating units, located in 3 Brazilian states.

Specifically concerning the RAC segment, the Company's branch network is positioned at

strategically chosen points, such as in central regions of major Brazilian cities and in the country's

main airports through concession agreements granted by INFRAERO. In addition, in the

corporate area of the RAC segment, the Company has employees responsible for the Company's

relationship with companies, travel agencies, specialized websites, tour operators, and

commercial partners. For individual customers, the Company organizes its sales through its own

stores and franchises, 0800 booking central, online and offline advertising, website, and

commercial partnerships.

With respect to the Company's fleet operated by franchisees, the operational logic is very similar

to the fleet outsourcing segment, where the franchisee is seen as a corporate customer and

leases the Company's vehicles through a long-term agreement. As in the RAC segment, we

monitor several market conditions, such as occupancy rate, average age, and mileage of vehicles,

as well as conditions of purchase and sale of new and used vehicles to determine the best

moment for the Company's fleet expansion and fleet renewal for use by our franchisees.

On September 30, 2019, the Company had 78 points of service from franchisees, present in

carefully selected locations, in accordance with the Company's expansion plan. The Company's

franchise network reaches 67 cities in 16 Brazilian states. Of the 78 franchisee points of service,

13 were located at airports.

The developed activities described in this item 7.3 are provided directly by the Company and its

subsidiaries Unidas S.A., Agile Car Locações Ltda., Acelero Comércio de Veículos Ltda., Unidas

Agro Locação de Veículos S.A., Unidas Comercial de Veículos Ltda., Unidas Locadora de

Veículos Ltda., and Unidas Franquias do Brasil Ltda.

Marketing Policy

The Company's marketing policy has the purpose of attracting and/or retaining customers in

different businesses, as well as activating "Unidas" brand towards consumers. Marketing

campaigns are developed and decided according to the different target audiences, where different

materials are developed for each kind of customer, channel, and product.

In the fleet outsourcing, due to the fact that it is an activity for companies whose product requires

more customization, marketing efforts are focused on digital media, development of sales support

materials (folders, manuals, etc.), the definition of strategies to support the prospection of new

customers, and the loyalty of existing clients through relationship events and experiences. Unidas

also develops several content marketing actions to promote dialogue with its target audience,

having a dedicated electronic channel, http://frotas.unidas.com.br/blog, in addition to the website

http://frota.unidas.com.br, that presents the great variety of solutions offered to companies:

leasing of small/medium/large fleets, leasing of trucks, TCO (total cost of ownership) services,

among others.

On the other hand, in the car rental segment, Unidas serves different kinds of customers, such

as direct customers, travel agencies, companies, and insurers. These customers contact the

Company through electronic channels, such as the website http://www.unidas.com.br and the

Corporate Booking Portal http://portaldereservas.unidas.com.br/, by 24h Unidas Booking Central

(0800 121 121), or in one of the 208 stores located in all states and major cities in Brazil. The

Company addresses customers through traditional media, such as radio, magazines, street

furniture, and television, as well as electronic media, such as large portal ads, sponsored links,

and also through targeted and personalized marketing email. In 2018, it is worth mentioning the

relaunch of the Unidas brand, mainly supported by airport media: the Company is currently

running a campaign in more than 50 airports throughout the country, reaching a public with great

affinity with the rental sector. Focused on customer retention, Unidas launched, in 2018, the

Unidas Sempre Loyalty Program that, after two months, already has more than 18 thousand

registered customers. Another important Marketing action to be pointed out is the participation in

the most important trade fairs of the sector, such as Salão do Automóvel de São Paulo,

ABAV/Feira das Américas (Rio de Janeiro - RJ), FESTURIS - Festival de Turismo de Gramado,

among others, as well as the sponsorship of meetings held by travel agencies, in which

relationship actions are carried out and the brand and products are advertised.

Finally, in the sale of used vehicles, a retail activity, Unidas addresses its customers through

online and offline channels: sponsored links, display network in large portals, email marketing,

and radio. At http://seminovos.unidas.com.br, different campaigns and offers to the Company's

target audience are presented. In addition to such actions, Unidas promotes a series of events,

the so-called "trade fairs", as well as actions at the point of sale to attract people of the region.

For the development of its campaigns focused on car rental (RAC) to individuals, the Company

counts on the support of two advertising agencies: Tribal WorldWide, responsible for brand

positioning and online and offline media; New Bacon, responsible for CRM and email marketing

projects. On the other hand, the business units focused on long-term/corporate car lease, fleet

outsourcing, and the sale of used vehicles have an internal team, an "in-house agency", for the

development of their marketing actions. The company also count on the support of Danthi

Comunicações for the management and maintenance of a good relationship with the Press.

The Company carries out all the initiatives mentioned above with the objective of generating more

and more recognition of Unidas brand, contributing to the retention and loyalty of customers, as

well as showing credibility to automakers, insurance companies, and the market in general.

(c) Characteristics of the markets where we operate

Overview of the Brazilian industry

In the last decade, the country's car rental and fleet outsourcing sector has grown faster than the

Brazilian GDP. Such growth is due to the fact that the car rental is a booming business in Brazil,

in addition to positive macroeconomic factors such as the increase in the actual minimum wage.

This set of factors favored the expansion of the sector of service providers in the country, including

the car rental and fleet outsourcing industry. This expansion could be fostered through the last

investment perspective published by the Brazilian government in the amount of R$ 1,082.4 billion

from 2019 to 2022, of which R$ 585.0 billion would be invested in the Industry and R$ 497.4 billion

in Infrastructure.

The chart below shows the amount and percentage allocated to Industry, Infrastructure,

Residences and Agriculture, and Services in the period from 2019 to 2022:

Key:

Total - Total Média anual - Annual average Extrativa mineral - Mineral extraction Petróleo e gás - Oil and gas Alimentos - Food Papel e celulose - Paper and Cellulose

Sucroenergético - Sugarcane energy Química - Chemistry Siderurgia - Steel Industry Complexo eletroeletrônico e TI - Electrical and electronic complex and IT Complexo industrial da saúde - Industrial health complex Automotivo - Automotive Aeroespacial - Aerospace Indústria - Industry Energia elétrica - Electric power Telecomunicações - Telecommunications Logística - Logistic Rodovias - Roads Ferrovias - Railways Portos - Ports Aeroportos - Airports Mobilidade urbana - Urban mobility Saneamento - Sanitation Infraestrutura - Infrastructure

------------------------------------------------------------------------------------------------------------------------------

Source: Investment perspectives by sector (R$ billion, 2018 prices)

BNDES - Investment Perspectives 2019-2022.

In 2018, the Fleet Outsourcing industry reached 429,692 vehicles, presenting a growth of 4.5%

when compared to the total fleet of 411,239 vehicles in 2017.

Key:

Frota Total da Indústria de Terceirização de Frotas

- Total Fleet of the Fleet Outsourcing Industry

------------------------------------------------------------------------------------------------------------------------------

Source: ABLA 2019 Yearbook (2018 Information)

In 2018, Total Gross Revenue from the Fleet Outsourcing industry reached R$8.0 billion, a growth

367.107

411.239 429.692

2016 2017 2018

Frota Total da Indústria de Terceirização de Frotas

of 11.5% when compared to Total Gross Revenue of R$9.0 billion in 2017.

Key:

Receita Bruta (R$ - bilhões) - Gross Revenue (R$ - billion) Terceirização de Frotas - Fleet Outsourcing

------------------------------------------------------------------------------------------------------------------------------


In 2018, Total Gross Revenue from the Car Rental - RAC industry reached R$ 7.3 billion, a growth

of 12.8% when compared to Total Gross Revenue of R$ 6.5 billion in 2017.

Key:

Receita Bruta (R$ - bilhões) - Gross Revenue (R$ - billion) RAC - RAC

------------------------------------------------------------------------------------------------------------------------------


As of September 30, 2019, according to FENAUTO, the Total Used Vehicles Market in Brazil was

of 8.1 million vehicles, of which 1.7 million were up to 3 years of age:

8,09,0

8,0

2016 2017 2018

Receita Bruta (R$ - bilhões)Terceirização de Frotas

5,8 6,5 7,3

2016 2017 2018

Receita Bruta (R$ - bilhões)RAC

Key:

Mercado Total de Seminovos - Total Used Vehicles Market Mercado de Até 3 anos - Market Up to 3 years of age

------------------------------------------------------------------------------------------------------------------------------

The evolution of the total fleet, employees, and car rental companies number in 2016 and 2018,

considering the sectors of car rental and fleet outsourcing, is presented below.

Key:

Setor de Locação: Nº de Frota, Colaboradores e Locadoras

- Rental Sector: Fleet, Employees, and Car Rental Companies No.

Número de Empregados - Number of Employees Número de Locadoras - Number of Car Rental Companies Frota Total - Total Fleet

------------------------------------------------------------------------------------------------------------------------------

Source ABLA 2019 Yearbook (2018 Information)

Car Rental Companies are being increasingly expressive in the percentage of total sales of

76.598 77.899 82.638

11.199 11.407 13.182

632.943709.033

826.331

0

100.000

200.000

300.000

400.000

500.000

600.000

700.000

800.000

900.000

-10 .0 00

40 .0 00

90 .0 00

14 0.000

19 0.000

2016 2017 2018

Setor de Locação: Nº de Frota, Colaboradores e Locadoras

Número de Empregados Número de Locadoras Frota Total

automakers, rising from 11.0% in 2016 to 16.6% in 2017, and to 19.0% in 2018, according to

ABLA. Another point to highlight is the diversification of automakers in the acquisition of vehicles

by the car rental companies, as shown below. It is worth mentioning that in 2018 we had 17

automakers associated with ANFAVEA - National Association of Manufacturers of Automotive

Vehicles that produced vehicles and light commercial vehicles.

Key:

Compras por Montadora em 2018 (Quantidade e Percentual)

- Purchases by Automaker in 2018 (Quantity and Percentage)

Outros - Other ------------------------------------------------------------------------------------------------------------------------------

Source ABLA Yearbook – 2019, considers the purchase of automobiles and light

commercial vehicles.

The opening of the number of car rental companies, number of cars purchased, total fleet, and

number of jobs per state are presented below. It is possible to note the significant participation of

the Southeast region in the Brazilian rental industry if we compare all the numbers, mainly due to

the greater demand for rental in this region, as well as due to hosting the headquarters of the

largest car rental companies in Brazil.

176 0,04%

505 0,12%

680 0,16%

1.077 0,26%

2.659 0,64%

11.000 2,67%

20.102 4,87%

21.104 5,11%

60.137 14,57%

60.295 14,61%

68.920 16,70%

69.535 16,85%

96.563 23,39%

BMW

PSA - Peugeot Citroën

Audi

Honda

Outros

Toyota

Nissan

Hyundai

Renault

Ford

Volkswagen

FCA - Fiat Chrysler

General Motors

Compras por Montadora em 2018 (Quantidade e Percentual)

Key:

Norte - North Nordeste - Northeast Centro-Oeste - Midwest Sudeste - Southeast Sul - South Nº Locadoras - No. of Car Rental Companies Nº Carros Comprados - No. of Cars Purchased Frota Total - Total Fleet Nº Empregos - No. of Jobs Total - Total Total Brasil - Total Brazil

Norte Nº Locadoras Nº Carros Comprados Frota Total Nº Empregos

Acre 37 56 249 100

Amapá 66 278 752 269

Amazonas 253 3.734 7.047 1.982

Pará 258 2.006 6.986 2.393

Rondônia 98 620 2.421 297

Roraima 90 1.160 2.136 107

Tocantins 85 404 1.716 286

Total 887 8.258 21.307 5.434

Nordeste Nº Locadoras Nº Carros Comprados Frota Total Nº Empregos

Alagoas 164 1.025 3.687 1.224

Bahia 965 3.005 10.001 6.319

Ceará 611 2.672 9.641 4.005

Maranhão 210 738 2.135 1.700

Paraíba 231 1.635 4.845 742

Pernambuco 207 3.953 14.779 5.112

Piauí 197 641 2.158 1.297

Rio Grande do Norte 356 1.629 4.483 1.209

Sergipe 149 345 2.686 1.308

Total 3.090 15.643 54.415 22.916

Centro-Oeste Nº Locadoras Nº Carros Comprados Frota Total Nº Empregos

Distrito Federal 248 1.914 4.875 1.667

Goiás 290 4.434 10.944 2.835

Mato Grosso 368 2.179 5.537 870

Mato Grosso do Sul 121 433 1.195 971

Total 1.027 8.960 22.551 6.343

Sudeste Nº Locadoras Nº Carros Comprados Frota Total Nº Empregos

Espírito Santo 347 1.627 4.803 1.378

Minas Gerais 2.022 320.100 554.917 8.256

Rio de Janeiro 727 2.442 8.605 5.778

São Paulo 2.324 35.245 99.759 25.239

Total 5.420 359.414 668.084 40.651

Sul Nº Locadoras Nº Carros Comprados Frota Total Nº Empregos

Paraná 827 12.732 37.411 3.716

Rio Grande do Sul 809 4.153 12.516 2.340

Santa Catarina 399 3.593 10.047 1.238

Total 2.035 20.478 59.974 7.294

Total Brasil 12.459 412.753 826.331 82.638

------------------------------------------------------------------------------------------------------------------------------


The car rental industry in Brazil has shown growth above GDP during the last decade. Factors

such as the expansion of credit and income stimulated investment and consumption and,

consequently, the demand for vehicles by companies, positively impacting our industry. In

addition, the fleet outsourcing presents itself as an economically viable alternative for the

reduction of vehicle costs, so that, even in times of crisis, the demand for our services remained

quite resilient.

After the merger with Unidas S.A., the Company increased the representativeness of its vehicle

purchases over the total sales of Brazilian automakers, which in 2017 was of 0.9% and became

2.9% considering the new Company in 2018 accumulated pro forma. As of September 30, 2019,

the representation was of 3.4%.

Key:

Pro-forma - Pro-forma Participação na Venda de Montadoras - Participation in the Sale of Automakers

------------------------------------------------------------------------------------------------------------------------------

Source: FENABRAVE (September 2019)

Fleet outsourcing has features of a wholesale business by centralizing its activities in a central

unit with the advantage of being able to operate with few people, even because of the high level

of technology, and having low fixed costs when operating together a network of suppliers. This

type of operation allows scalability and a high volume of business, which, with the intensive use

of technology, leads to a lower fixed cost.

Fleet outsourcing has a concentrated customers base (compared to the rent-a-car segment),

operates primarily with companies, does not have a sudden seasonal variation in business, and

39.299

9.42019.899

19.899

59.198

72.849 65.915

0,5%0,9%

2,7% 2,9%3,4%

- 3,00%

- 2,00%

- 1,00%

0, 00%

1, 00%

2, 00%

3, 00%

4, 00%

5, 00%

0

20. 000

40. 000

60. 000

80. 000

100. 000

120. 000

140. 000

2016 2017 2017 Pro-forma 2018 Pro-forma 9M19

Unidas S.A. Locamerica Unidas Participação na Venda de Montadoras

typically does not use yield management, since its agreements have prices adjusted according

to indices predetermined between fleet outsourcer and the customer.

i. Participation in each of the markets

Considering the car rental segment, we are a leader in the Fleet Outsourcing segment in Brazil

in fleet size, with a market share of approximately 17.4% of this segment according to 2018 data

made available in the 2019 ABLA Yearbook.

Our leadership position in fleet outsourcing is also verified when we compare the number of

vehicles in the segment: on September 30, 2019, our fleet had 84,259 vehicles made available

to corporate customers throughout the national territory. We lead a market that is undergoing a

great growth moment, backed by still low national penetration - approximately 8.6% of the

Brazilian corporate fleet is outsourced - and by the great cost saving that the fleet management

and outsourcing service provides for the contracting companies - approximately 27% only in the

first year of the agreement, according to ABLA data.

Key:

Brasil - Brazil Frota Corporativa3 - Corporate Fleet3 Frota Terceirizada: - Outsourced Fleet: Penetração de apenas 8,6% - Penetration of only 8.6%

Pelo Tamanho da Frota do Segmento (20182)

- By Segment Fleet Size (20182)

Outros - Other Mundo - World % da frota alugada sobre a frota corporativa

- % of the leased fleet over the corporate fleet

Frota Total por Empresa – 2018 (veículos ‘0002)

- Total Fleet by Company - 2018 (vehicles '0002)

Fonte: Relatório Annual de 2019 da ABLA, Frost&Sullivan research, Datamonitor, Global Feet

- Source: 2019 ABLA Annual Report, Frost & Sullivan research, Datamonitor, Global Feet

Notes: - Notes: 1 Baseado na frota total dos três maiores players dividida pelo tamanho da frota terceirizada no Mercado;

- 1 Based on the total fleet of the three largest players divided by the size of the outsourced fleet in the Market;

2 Considera a informação pública mais recente disponível para o Mercado brasileiro;

- 2 Considers the latest public information available to the Brazilian Market;

3 De acordo com a reportage da Global Fleet “Brazil has sizeable corporate fleet growth potential” publicada em 15 de Fevereiro de 2018.

- 3 According to Global Fleet's reportage "Brazil has sizeable corporate fleet growth potential" published on February 15, 2018.

------------------------------------------------------------------------------------------------------------------------------

Key:

Receita Líquida – 2018 vs 2017 - Net Revenue - 2018 vs 2017

---------------------------------------------------------------------------------------------------------------------------------------------

Source: Public information made available by the Companies at CVM

Also considering the 2018 fiscal year data made available by the ABLA 2019 yearbook, referring

to RAC (Rent-a-Car) segment, our representativeness in relation to total fleet in the market was

of 14.2%, which position us as the third largest player in the country. On September 30, 2019, we

had 69,465 vehicles, including 1,580 cars made available through our franchise network for the

Rent-a-Car service.

Key:

Mercado de Aluguel de Carros: Penetração e Tendências

- Car Rental Market: Penetration and Trends

População Brasileira - Brazilian population Com cartão de crédito - Credit card payments Apenas 11 mm3 são usuarios de locadoras

- Only 11 mm3 are users of car rental companies

Baixa penetração e aumento da acessibilidade no mercado de Aluguel de Carros

- Low penetration and increased accessibility in Car Rental market

O Brasil é o segundo maior mercado da Uber no mundo e São Paulo é a cidade com maior número de viagens2

- Brazil is the second largest Uber market in the world and São Paulo is the city with the largest number of rides2

Turismo - Tourism viagens per capita - trips per capita Acessibildade: - Accessibility Salário Mínimo - Minimum wage Carro1 - Car1 Mercado Fragmentado: Market Share - Fragmented Market: Market Share Pelo Tamanho da Frota do Segmento - By Segment Fleet Size Outros - Other

------------------------------------------------------------------------------------------------------------------------------

Key:

Receita Líquida – 2018 vs 2017 - Net Revenue - 2018 vs 2017

---------------------------------------------------------------------------------------------------------------------------------------------


The strength generated by the combination of the Fleet Outsourcing and RAC operations place

us, according to ABLA 2019 yearbook and the public information disclosed by the largest

companies in this sector, as the 2nd largest company in the Car Rental industry, a result of, among

others, the mergers and acquisitions (M&A) operations carried out by the Company over the

years.

Such actions allowed the Company to have a complete platform to serve its customers, which

includes all the services available in the Fleet Outsourcing and Car Rental market, in addition to

expanding its geographical performance.

iii. Competition conditions in the markets

The fleet outsourcing segment in Brazil is extremely pulverized and characterized by the

existence of players of several sizes, from small local car rental companies to major players in

the sector, such as the Company itself, Localiza, Movida, ALD, Arval and LM, as demonstrated

previously, which considers the most current information made available by them. According to

the data contained in ABLA 2019 yearbook, on December 31, 2018, the sector was composed of

13,182 companies, provided that the three largest companies engaged in Fleet Outsourcing had

a combined market share of 44.5% in terms of total fleet (considering the total fleet of each

Company on September 30, 2019).

For the RAC segment, the three largest companies, including the Company after the merger with

Unidas S.A., concentrated around 78.9% of the market fleet in 2018, according to public

information provided by the companies and taking the total fleet from this segment into account,

as set forth in the data contained in ABLA 2019 yearbook. Frequently, companies operating in

RAC segment also offer fleet outsourcing services.

In the Brazilian market of Used Vehicles (vehicles sold being 0 to 3 years), we estimate that we

had a participation of only 1.8% in 2018 and 2.8% on September 30, 2019, taking into

consideration the total of cars sold by the Company of 42,387 and 47,887 in the respective periods

and the total of used cars sold in this age range informed by FENABRAVE in the same periods.

Key:

Outros - Other ------------------------------------------------------------------------------------------------------------------------------

Source: FENABRAVE

Regarding the growth of units sold from 2017 to 2018, Unidas S.A. was leader among the three

largest companies in the sector.

Key:

Número de Veículos Vendidos - Number of vehicles sold ------------------------------------------------------------------------------------------------------------------------------


The market for the sale of used vehicles in Brazil is highly pulverized, being practiced by both

large car dealers and other car rental companies and fleet companies, as well as by small

companies. The Company faces competition in the segment of sale of used vehicles with all the

companies operating in this sector, mainly car dealers. However, since vehicles are relatively very

liquid assets, the used car sales market does not have a large recurrence of aggressive pricing

policies.

(d) Occasional Seasonality

Our Fleet Outsourcing business does not show significant fluctuations throughout the year.

The Car Rental activity, on the other hand, has its peak in the last two weeks of December and

in the months of January, February, and July, months that coincide with periods of vacation and

festive seasons such as Christmas, New Year, Carnival, and Easter, when the total net revenue

historically increases by up to 20% compared to other months of the year.

(e) Main inputs and raw materials

i. Description of the relationships maintained with suppliers, including whether they are

subject to government control or regulation, indicating the bodies and applicable

legislation

Our main suppliers are the Brazilian automakers, the main ones being, in alphabetical order, Fiat,

Ford, General Motors, Nissan, Renault, Toyota, and Volkswagen, from which we acquire vehicles

for the renewal and expansion of our fleet. In the year ended December 31, 2018, we invested

R$ 3,004.0 million in vehicle acquisition (R$ 859.4 million in 2017 and R$ 329.0 million in 2016),

corresponding to 67,297 new vehicles purchased in the period (compared to 19,899 and 9,420

vehicles in 2016). As of September 30, 2019, a total of 65,915 vehicles were acquired, totaling

an investment of R$ 3,073.6 million.

Our purchases of vehicles usually correspond to high quantities, which allows us to negotiate

discounts and special conditions. We do not have supply agreements entered into with any

automaker and we have no problems with our purchase orders, including deadlines and delivery

terms. Our purchases of vehicles corresponded to 3.4% of the total sales made by Brazilian

automakers in the nine-month period ended September 30, 2019, (2.9% in the year ended in

2018 - considering the purchases made by Unidas S.A. in the year of 2018, 0.9% in the year

ended in 2017 - considering the purchases made by Auto Ricci S.A. in the year of 2017, and 0.5%

in the year ended in 2016), according to data from the National Federation of Automotive Vehicle

Distribution - Fenabrave.

For more information on the risks involving the automakers, see risk factor "There is a

concentration of automakers with limited installed capacity in Brazil", described in item 4.1(e) of


ii. Possible dependence on few suppliers

We believe that we do not depend on any particular automaker, given that, in the car rental

industry, the composition of the fleet is usually determined by the vehicle category, and not by

specific brands and models. Additionally, we do not believe that the prices of the vehicles we

purchase are subject to intense volatility.

iii. Possible volatility in their prices

Our inputs substantially refer to spare parts and preventive and corrective maintenance services

of our operating fleet, as well as fuel consumed by the rented fleet for the contracts in which we

assume responsibility for the fuel supply of vehicles. The variation in the price of such inputs can

impact the car rental price. However, our officers adopt a procurement policy that allows us to

reduce the risk of purchases with no real need and/or outside market parameters and conditions

by means of quotation routines and the utilization of responsibility profiles for purchase approval.

For discussion on price and products variation impact on our results, see item 10.2(b)(1) of this

Reference Form.

7.4. Identify if there are customers that are responsible for more than 10% of the total net

revenue of the issuer, informing:

a. total amount of customer revenues

The Company has a pulverized customer portfolio, both for the fleet outsourcing (TF) business

and for the car rental (RAC) business, thus, it does not have customers responsible for more than

10% of the Company's net revenue.

b. operating segments affected by customer revenues

The Company has customers for fleet outsourcing (legal entity) and car rental customers (legal

entity and individuals). There are also customers who use both of the Company's businesses,

however, they are customers of a pulverized portfolio that does not account for more than 10%

of the Company's net revenue.

7.5 Relevant effects of state regulation on activities

(a) the need for governmental authorizations for the exercise of activities and a history

of relationship with the government to obtain such authorizations

The exercise of our activities and of our subsidiaries is not subject to obtaining any governmental

authorizations, except for the obtainment of CNPJ and operating permits before the Brazilian

Federal Revenue and the municipal governments where we have subsidiaries.

The Company's establishments are duly regularized before the competent bodies to which they

are subject.

The Company conducts airport operations in Brazil under several concession agreements and

use of area granted by INFRAERO - Empresa Brasileira de Infraestrutura Aeroportuária and by

the concessionaires Inframérica Concessionária do Aeroporto de São Gonçalo do Amarantes,

Concessionária do Aeroporto Internacional de Confins S.A., Inframérica Concessionária do

Aeroporto de Brasília, Aeroporto Brasil Viracopos S.A., Concessionária Aeroporto RJ S.A.,

Concessionária do Aeroporto Internacional de Guarulhos S/A, Concessionária do Aeroporto de

Salvador S.A., and SOCICAM Administração Projetos e Representações Ltda. Such concession

agreements for the use of area are subject to bidding procedures upon their termination. The

terms of the federal concession agreements entered into with INFRAERO - Empresa Brasileira

de Infraestrutura Aeroportuária and with concessionaires vary from 12 to 60 months and can be

renewed for periods of up to 60 additional months, at the discretion of the government. The

agreements entered into with concessionaires may vary up to periods of 120 months.

For more information on risks involving airport concessions, see risk factor "We are subject to the

risk of non-renewal or loss of concessions at airports", described in item 4.1(a) of this Reference

Form.

The table below presents the main information regarding the concession agreements entered

into between the Company, INFRAERO - Empresa Brasileira de Infraestrutura Aeroportuária,

and concessionaires for the exploration of airport areas by the Company:

Airport Network City (State) Granted area

Beginning

of the

Concession

End of the

Concession

Note on the

agreement

manager

Aeroporto

Internacional Salgado Filho

Own Porto Alegre

ATP: 18.82 m² 03/01/2019 03/31/2020

Fraport ATP: 6.90 m² 4/11/2016 04/10/2021

ANE (Non-built-up

Area): 2,519.00 m² 5/16/2014 05/15/2022

Aeroporto

Internacional do Recife / Guararapes-

Gilberto Freyre

Own Recife

ATP: 14.55 m² 6/7/2014 6/6/2019

Infraero

ANE (Non-built-up

Area): 1,691.03 m² 4/15/2015 04/14/2020

Aeroporto

Internacional de Florianópolis

Own Florianópolis ATP: 7.80 m² and AE:

1,043.37 m² 10/1/2019 10/01/2029 Floripa

Aeroporto Internacional Pinto

Martins

Own Fortaleza

AE/EX (External Built-

up Area): 1,305 m2 12/01/2014 11/30/2019

Fraport ATP: 9.63 m² and ANE: 1295.00 m2

09/15/2013 01/14/2020

AE: 5,000 m2 12/19/2018 12/18/2020

Aeroporto de Joinville - Lauro

Carneiro de Loyola

Own Joinville ATP: 7.62 m² and ANE:

1,825.00 m2 1/15/2015 01/14/2020 Infraero

Santa Maria Airport Own Santa Maria Room 2-B and 5 parking

spaces 01/25/2019 01/25/2020 CACISM

Aeroporto

Internacional de

Maceió / Zumbi dos Palmares

Own Maceió

ANE (Non-built-up

Area): 800.00 m2 06/01/2013 05/31/2020

Infraero

ATP: 8.57 m² 08/01/2018 07/31/2020

Aracaju/Santa Maria International

Airport

Own Aracajú ATP: 18.90 m² and

ANE: 1,500 m² 06/01/2015 05/30/2020 Infraero

Aeroporto Internacional de

Salvador

Own Salvador ATP: 14,79 m2 01/11/2016 01/10/2021 Vinci

Aeroporto de

Londrina - Governador José

Rocha

Own Londrina ATP: 7.51 m2 05/01/2016 04/30/2021 Infraero

Aeroporto Internacional

Tancredo Neves

Own Confins ATP: 5,30 m2 01/01/2019 12/31/2021 BH Airport


Viracopos

Own Campinas ATP: 10.50 m² and

ANE: 1,600.00 m² 06/01/2016 05/31/2021

Viracopos Aeroportos

Brasil

Aeroporto de

Palmas Own Palmas ATP: 8.06 m² 07/15/2016 07/14/2021 Infraero


Brasília

Own Brasília ATP: 10.30 m² + AE

1,577m² + L04-026 08/01/2016 07/31/2021

Inframérica

Concessionaire

of Brasília Airport

Aeroporto de

Navegantes Own Navegantes ATP: 7.30 m² 05/11/2017 05/10/2022 Infraero

Natal International

Airport -

Governador Aluízio Alves

Own Natal Store 10m² and parking

lot 2.000m² + 1.000m² 05/15/2014 05/21/2022

Inframérica

Concessionaire of São

Gonçalo

Airport

Belém International

Airport - Julio

Cezar Ribeiro

Own Belém ATP: 7.17 m² 04/01/2017 03/31/2022 Infraero

Aeroporto

Internacional de

Campo Grande

Own Campo Grande ATP: 6.21 m² and ANE:

1088,65 m2: 08/01/2017 07/31/2022 Infraero

Aeroporto de Uberlândia

Own Uberlândia ATP: 9.73 m² and ANE: 1,135.06 m²

11/01/2017 10/31/2022 Infraero

Aeroporto

Internacional

Presidente Castro Pinto

Own João Pessoa ATP: 6.25 m² and ANE:

1000.00 m² 01/01/2018 12/31/2022 Infraero

Aeroporto Santa Genoveva /Goiânia

Own Goiânia

AE:2,000.00 m² and

550.00 m² 06/01/2017 05/31/2022

Socicam 9.19 m2 04/20/2016 04/19/2021

AE: 637.50 m² and 521.10 m²

06/01/2018 05/31/2022

Aeroporto

Internacional de São Paulo/Guarulhos

Own Guarulhos

3,100m² (ground floor -

outdoor area Parking Space), 10m² (ground

floor Terminal 2 West),

5m² (ground floor Terminal 2 East), 6.5m²

(ground floor Terminal

3), 1,140m² (EDG 6th FLOOR)

12/01/2018 11/30/2022

Concessionaire

of Guarulhos

International Airport - GRU

Airport

Aeroporto de

Vitória da Conquista

Own Vitória da Conquista ATP: 12,00m² + 100

parking spaces 07/25/2019 07/31/2023 Socicam

Aeroporto Internacional

Marechal Cunha

Machado - São Luís

Own São Luís

ATP: 6.65 m² and ANE:

1053,56 m² + AE/EX:

388.00 m² + ANE 5,605.13 m² + 1,146.33

m²

09/1/2018 08/31/2023 Infraero

Aeroporto de

Imperatriz Own Imperatriz

ATP: 4.00 m² ANE:

912.83 m² AE/EX: 09/17/2018 09/16/2023 Infraero

287.17 m² + 1,000.00

m²

ANE (Non-built-up

Area): 1,600.00 m² 08/20/2019 08/19/2024

Aeroporto de

Teresina – Senador

Petrônio Portella

Own Teresina ATP: 4.85 m² 10/01/2018 09/30/2023 Infraero

Manaus

International

Airport/Eduardo Gomes

Own Manaus ATP: 9.5 m² ANE: 2,842.87 m² and AE/EX

25.53 m²

01/20/2019 01/19/2024 Infraero

Macapá

International

Airport - Alberto Alcolumbre

Own Macapá ATP: 6.37 m² and AE

1,530.00 m² 05/16/2019 05/15/2024 Infraero

Maringá Airport Own Maringá

ATP: 6.42 m² 06/03/2019 06/03/2024 Maringá Air

Terminals AE: 1,334 m2 06/03/2019 06/03/2024

AE: 1,334 m2 06/03/2019 06/03/2024

Aeroporto

Internacional

Afonso Pena

Own Curitiba ATP: 45.31 m² AE:

3,800 m2 07/16/2019 07/15/2024 Infraero

Montes Claros

Airport - Mário Ribeiro

Own Montes Claros

ANE (Non-built-up

Area): 1885,08 m2 09/01/2019 08/31/2024 Infraero

ATP: 5.99 m² Infraero

Carajás/Parauapebas

Airport Own Carajás

ATP: 7.19 m² + ANE:

1,200 m2 10/01/2019 09/30/2024 Infraero

Aeroporto João

Correa da Rocha Own Marabá

ATP: 2.21 m² ANE: 800.00 m² and AE/EX:

400.00 m²

09/01/2016 08/31/2026 Infraero

Aeroporto

Internacional do Galeão – Antônio

Carlos Jobim

Own Rio de Janeiro

TPS2: 13.3 m² TPS2:

13.3m² Parking Lot: 20 parking spaces AE: 5.00

m²

01/09/2017 12/31/2026 Rio Galeão

Jorge Amado Airport

Own Ilheus ATP: 3.35 m² 11/03/2018 Undetermined Socicam

Cuiabá International

Airport - Marechal Rondon

Own Cuiabá

ANE (Non-built-up

Area): 3,735.98 m² 09/20/2019 01/20/2020 Infraero

Cuiabá AE: 3,735.98 m² Infraero

Aeroporto de

Vitória - Eurico de Aguiar Salles

Own Vitória ATP: 9.32 m² 12/12/2018 12/31/2019 Infraero

Porto Velho

International Airport -

Governador Jorge

Teixeira de Oliveira

Own Porto Velho ATP: 8.64 m2 Infraero

(b) environmental policy of the issuer and costs incurred to comply with environmental

regulations and, if applicable, other environmental practices, including compliance

with international environmental protection standards:

Our fleet rental activities do not generate significant environmental impacts. We do not

generate hazardous liquid effluents. We believe that we fully comply with all provisions of

environmental laws and regulations currently applicable to our activities. However, we are

aware that failure to comply with any of these provisions may subject us to administrative

penalties, which may lead to the imposition of significant fines and suspension of activities,

the application of criminal penalties, in addition to the obligation to repair occasional

damage caused to the environment.

The atmospheric emissions produced by our fleet are subject to inspection and

maintenance programs for vehicles in use, which are usually state programs, but, in case

of municipalities with a fleet of three million vehicles or more, such programs may be

municipal. Our fleet is already subject to periodic checks carried out by the competent

authorities in the State of Rio de Janeiro and in the city of São Paulo. We know that the

environmental legislation is becoming progressively stricter and that the legal requirement

of any new control standards for atmospheric emissions generated by the transportation

sector, including the greenhouse effect gases released, can increase our operating costs.

Another important control is the environmentally sound management of the solid waste

generated by the Company's operations. The person in charge of generating solid waste

is also in charge of its segregation, storage, transportation, and final destination

environmentally adequate, being obliged to repair any environmental damage resulting

from the bad management of such waste. Therefore, inadequate disposal of solid waste

can cause damage to the environment, life, and health of the population and,

consequently, lead to penalties in the administrative (warning, fine, and embargo, for

example) and criminal scopes, in addition to the obligation to repair damage caused. In

relation to the administrative sphere, as provided for in Decree 6.514/2008, the launching

or final destination of solid waste in disagreement with the applicable legislation may

generate fines of R$500.00 to R$50,000,000.00.

For more information on environmental sustainability measures adopted by the Company,

see item 7.9 of this Reference Form.

(c) dependence on patents, trademarks, licenses, concessions, franchises, and

royalties agreements relevant to the development of activities

In Brazil, ownership of a trademark is acquired only by the registration validly issued by the

National Institute of Industrial Property ("INPI"), the body responsible for the registration of

trademarks and patents, being the owner assured its exclusive use throughout the national

territory for a fixed term of ten years, subject to successive renewals. During the registration

process, the applicant has only an expectation of the right to use the brand requested for

identification of their products or services.

After the trademark registration is granted, some events may cause the loss of trademark rights,

such as: (i) expiration of the period of validity, without due and timely payment of official fees for

renewal; (ii) waiver of the right by its owner, which may be total or partial in relation to the goods

or services identified by the trademark; (iii) the loss of right to the registration, resulting from the

unjustified use of the brand; (iv) use of the brand with a significant change that implies a change

in its original distinctive character, as stated in the certificate of registration, for a period of five

years or more, counted from the date of granting registration; or (v) a declaration of nullity of the

registration obtained by a third party after a successful administrative proceeding. In the legal

scope, although we are the owners of the registration of several of our brands, it is not possible

to ensure that third parties will not claim that we are infringing their intellectual property rights

and eventually win. Maintenance of trademark registrations is carried out through the payment

of retributions to INPI from time to time. The payment of the necessary fees is essential to avoid

the extinction of the records and the consequent cessation of the holder's rights.

We are the owners of registrations of the "Locamerica", "Seminovos Locamerica" (granted in

2014 by INPI, except for the exclusive use of the term "seminovos"), and "Locamérica Gestão

de Frotas" (deferred in 2012) trademarks. We entered into an agreement for assignment and

transfer of rights over trademarks and other covenants with L&R Serviços Negócios e

Participações Ltda. ("L&R") on September 1, 2011, whereby we were assigned and transferred

the ownership of the "Locamericas" trademark application, and a waiver was filed by L&R

concerning the opposition filed by it against our application for registration of "Locamerica

Gestão de Frotas" brand, deferred by INPI. Our old subsidiary Auto Ricci S.A. (which was

acquired by us in January 2018) is the owner of the trademark "Ricci".

With regard to Unidas S.A., on June 7, 2011, the Agreement for the Assignment and Transfer of

Trademarks was entered into between Novinela (a former member of its control group) and

Unidas S.A., for a free, definitive, irrevocable, and irreversible assignment of all "Unidas" brands

to the Company.

On April 16, 2012, Unidas S.A. entered into the Master Franchise Agreement with Vanguard Car

Rental USA LLC, a member of Enterprise Holdings, the world's largest car rental group in terms

of average fleet size and revenue, through which the Company became its exclusive franchisee

in Brazil for 19 years after the execution of the agreement on April 16, 2012, automatically

extendable for another five years, of the Alamo and National Systems. As a result, the Company

has the exclusive right to use the "Alamo" and "National Car Rental" brands in Brazil, as well as

it is now part of an international car rental network and has the possibility of access to Enterprise

Holdings know-how and experience. Under the Master Franchise Agreement, customers of the

Alamo and National Systems traveling to Brazil will be served by the Company's car rental

network the same way that the Company's customers traveling abroad will be served by the car

rental networks of several brands of Enterprise Holdings, distributed in more than 70 countries.

For more information on the marks of our ownership, see item 9.1(b) of this Reference Form.

7.6. For countries in which the issuer obtains relevant revenues, identify:

a. revenue from customers assigned to the host country of the issuer and their share in

the issuer's total net revenue

We do not have any income from a foreign country. All our revenues come from the Brazilian

market.

b. revenue from customers assigned to each foreign country and their share in the issuer’s

total net revenue

We do not have any income from a foreign country. All our revenues come from the Brazilian

market.

c. total revenue from foreign countries and their share in the issuer's total net revenue

Not applicable. All our revenues come from the Brazilian market.

7.7. In relation to the foreign countries disclosed in item 7.6, to inform to what extent the

issuer is subject to the regulation of those countries and in what way such subjection

affects the business of the issuer.

Not applicable. The Company is not subject to any foreign regulation in its activities.

7.8. In relation to socio-environmental policies, indicate:

(a) if the issuer discloses social and environmental information

The Company has not adhered to international environmental protection standards and does not

publish a sustainability report or similar document. However, it considers important the awareness

of the reduction of the consumption of natural resources, such as: water and electricity. In this

context, the Company conducts internal campaigns to raise employees' awareness of the use of

such resources in a cost-effective, rational and sustainable manner. For more information on

actions focused on environmental sustainability, see item 7.9 of this Reference Form.

The main activities of the Company are related to Car Rental, through Rent-a-Car and fleet

outsourcing (TF), which, despite the fact that the cars of the fleet emit pollutant gases, do not

generate significant impacts on the environment, as the Company's fleet is new, with an average

age of 6.6 months in the Rent-a-Car segment and of 17.0 months in the fleet outsourcing on

September 30, 2019, just as most vehicles are dual fuel models, which makes it possible to use

ethanol as fuel, thus representing a renewable, clean and self-sustaining energy.

(b) the methodology followed in the preparation of this information

Not applicable, as the Company does not issue a sustainability report or similar document.

(c) whether such information is audited or reviewed by an independent entity

Not applicable.

(d) the page on the worldwide computer network where this information can be found

Not applicable.

7.9 Provide other information that the issuer deems relevant.

(a) Social responsibility

The Company is increasingly concerned with people and with society as a whole. We have a

strong commitment to our people, and that is reflected in our relationship with social issues and

with the communities around us.

We have in the Company the concept of Corporate Social Responsibility (CSR), which is the form

of management that is defined by the ethical and transparent relationship of the company with all

the stakeholders with which it relates and by setting business goals that drive sustainable

development of society, preserving environmental and cultural resources, respecting diversity and

promoting the reduction of social inequalities.

Our project is based on three pillars: strategic vision, governance & management, and social.

The strategic vision pillar will help us incorporate sustainable practices into our operation.

The governance & management pillar gives us guidance on how to align our work to the concepts

of social responsibility and sustainability, from policies implementation to its integration with

corporate management processes.

Finally, the social pillar monitors the impacts of our business on issues such as human rights and

relationships with employees, as well as impacts on the society in which we live.

From these pillars, we develop projects that encourage the education and well-being of the

communities where we operate.

The Company is also part of the Ethos Institute, a specialist institute with know-how to direct our

work on this subject, in addition to the references and skills they have in the market:

The largest business network for sustainable development in Latin America (500

members);

Access to tools to improve management, defining sustainability as a business strategy;

Participation of our spaces for dialogue and the construction of public policies in the areas

of Integrity, Human Rights, Urban Mobility and Climate Changes;

More visibility;

Benchmarking with other companies.

Additionally, as already mentioned in item 7.5 of this Form, the Company carries out several

actions focused on environmental sustainability, as described below:

Water consumption: The faucets in the bathrooms are currently automatic and provide significant

water savings compared to a conventional faucet. At the same time, internal communications are

carried out in the common areas of the Headquarters and in the stores for water use awareness.

Electric power consumption: The air conditioners of the Company have a timer that controls their

hours of use. The Company also uses the self-contained air-conditioning model which, unlike the

traditional splits models, is more efficient in cooling medium and large business environments.

Campaign for conscious use of printers: The Company's printers have a password printing

control, which significantly reduces paper consumption.

Car Rental (RAC) and used vehicles (SMV) stores: In addition to the aforementioned items, we

also have other investments related to environmental practices, as follows:

• Investments in LED spotlights in the stores and Headquarters;

• Installation of timer on the facades (totems and porticos);

• Washing with water is replaced with washing with wax - which generates on average 50-liter

savings of water per car;

• In the most extreme cases, where washing with water is necessary, reuse water is used.

Please find below, some of the initiatives adopted by the Company and its employees in the last

two fiscal years and in the current fiscal year:

In May 2016, we organized a social action in São João das Missões, in Minas Gerais, to which

Locamerica employees volunteered. The community was chosen because of its shortage of

resources and lack of the basics for its subsistence, which touched the organizers of the group

and mobilized donations to be delivered to the families in need of this location.

In November 2017, on the World Kindness Day, we visited the Centro Infantil Creche União

(Children’s Day Care Center) in Belo Horizonte and delivered the toys collected at Management

Center by our employees. Located in Conjunto Santa Maria, the unit has been operating for 36

years, serves children from 2 to 5 years of age of poverty-stricken families in the region and has

more than 200 children enrolled.

In December 2017, we held the Locamerica Solidarity Christmas, in which the Company's

employees adopted Christmas letters made by children of the Centro Infantil Creche União, where

toys were delivered.

In 2018, we developed several actions for our Social Responsibility program:

We started the year receiving the children of the Institutions Casa Copacabana and Lar Batista

to whom we delivered bicycles mounted by the managers in a group dynamics.

We have launched the Professional Qualification Program, which consists of offering full

scholarships for professional qualification of youngsters living in local communities or indicated

by the Company's employees. The scholarships are for technical courses of Automotive

Maintenance, with duration of 18 months, available for students between 16 and 25 years of age,

and of Seller, with duration of 2 months, for students over 18 years of age. Unidas, besides the

total sponsorship of the class, also takes responsibility for student selection and control of grades

and attendance. The purpose of this project is to contribute to the professional qualification of

these youngsters, providing them with a gateway to the labor market, including the possibility of

being hired by Unidas itself at the end of the courses.

Another action is the Double Donation, which encourages the practice of donations by employees

while committing to multiply the donations received: for each item donated by employees, Unidas

donates another one. In 2018, the institutions benefiting from the action were: Núcleo Assistencial

Caminhos para Jesus – Belo Horizonte, Maior Amor – São Paulo, Asilo São Vicente de Paulo –

Maringá.

In turn, Unidas S.A. incorporates several other actions, such as Trânsito Consciente, the

Academic Training Program, training for employees and suppliers, day care allowance, among

others, to its work focused on Social Responsibility, in addition to developing new initiatives for

the people and communities that need them the most. After all, in order to transform the world we

have to start at home, spreading the change one by one - and Unidas has begun to play its role,

with an eye for a better future for all of us.

(b) Insurance

We believe to have a low vehicle claim ratio. As a result, we do not maintain automobile (casco)

insurance for our fleet, the cost of which we consider to be more costly than the current form of

operation, unless expressly requested by our customers. However, in order to protect ourselves

from possible losses, we have taken out insurance policies for Optional Civil Liability of Vehicles,

with coverage for property damage and bodily injury to third parties. We have taken out insurance

policy for some specific customers, following contractual obligations, with coverage of property

damage and bodily injury. Lastly, we have also taken out an insurance policy for our main

business establishments.

(c) Strengths and Competitive Advantages

Complementary business model with scale gains, cross selling opportunities and cost

optimization.

We have developed a complementary business model, which gives us a certain protection in

periods of low economic activity, with greater predictability of revenue from the TF business in

relation to the RAC business, while offering us better opportunities for growth in periods of greater

economic activity, based on the performance of our RAC business. In addition, we have

developed, in a complementary way to our TF and RAC businesses, the ‘Used Vehicles’ activity,

through which we manage the divestiture of our vehicles, which allows us to renew the fleet in an

efficient and flexible manner. The synergy between our businesses, coupled with the volume of

demobilized vehicles, allows us to maintain a successful service network, enabling and

encouraging our retail sales, with the offer of vehicles of different makes and models, with low

mileage and a few years of use. Through retail sales, we have increased the average value of the

vehicles we sell, by using no intermediaries and reducing the cost of fleet depreciation in our RAC

and TF business. The business organization allows us to obtain the following gains:

● Scale gains in vehicle acquisition. We believe we are one of the largest buyers of vehicles from

Brazilian automakers, with a 3.4% share, according to FENABRAVE's Licensing Report released

in September 2019. In relation to 2018, the Company acquired the equivalent to 2.9% of the

national production. In 2017, the vehicles acquired by Unidas S.A. and Locamerica represented,

respectively, 1.8% and 0.9% of the sales of the Brazilian automakers. The scale in the acquisition

of vehicles allows us to benefit from a greater bargaining power in the negotiation with these

automakers, which gives us better conditions in terms of prices, availability and other factors,

favoring the operation through: (i) less need for investment to expand the fleet; and (ii) lower

depreciation of automobiles in operation.

● Scale gains in vehicle disposal. The volume of vehicles demobilized in each of our businesses

allows us to maintain a successful network of stores to enable our retail sales, offering vehicles

of different makes and models, with low mileage and few years of use. We use our experience in

planning, design and management of vehicles to sell them at the time and under the conditions

most suited to our business and customers. To the extent that we dispose of most of our vehicles

directly to final customers, we have been able to obtain a higher selling price and thereby reduce

depreciation costs for the RAC and TF business.

● Cross selling. By their nature, the TF and RAC businesses are directed to different customers

segments, which lease the vehicles under diverse conditions and for different purposes. While in

the TF business we traditionally serve corporate customers, entering into long-term agreements,

in the RAC business, we usually serve individuals, directly or through travel agencies, tourism

operators and partnerships, as well as legal entities, directly or also by means of travel agencies

and tourism operators, with lease terms that usually vary from one day to one month. We benefit

from the relationship that our TF and RAC businesses maintain with customers, by using their

databases to detect compelling opportunities for each business in the other business database.

● Operational cost optimization. The adoption of a complementary business model allows us to

operate through a unique and multidisciplinary organizational structure, capable of meeting the

same level of efficiency as the RAC, TF and Used Vehicles businesses. As a result, we end up

incurring more diluted and relatively lower fixed costs, as it is not necessary to maintain a

complete and individual organizational structure for each of the businesses, thus reducing

redundant practices.

High capillarity of the RAC business.

As of September 30, 2019, we had an extensive service network strategically distributed

throughout Brazil, with 208 stores, of which 130 are owned and 78 are franchisees. The high

capillarity of our service network is mainly due to the presence of our own stores in large Brazilian

urban centers and the adoption of a franchise model. Our franchise model became even more

relevant as of 2005, when we launched a differentiated model called "Key Franchise at Hand",

which we flexibilized in 2011, with the implementation of a new franchise model, the "Flex

Franchise". We believe that the main incentive to attract more and more franchisees to our service

network is the fact that our franchisees have the opportunity to open their points of service under

our brands, making relatively modest investments. According to the "Flex Franchise" model, we

give the option to franchisees to purchase, in whole or in part, their fleet of vehicles for their

respective points of service. The number of vehicles owned by the franchisees totaled 1,580 on

September 30, 2019.

Scale, tradition and know-how in the Fleet Outsourcing business.

We are the leading fleet outsourcing company and the 2nd largest car rental company in Brazil in terms of number of vehicles and Gross Revenue. We are currently the largest fleet outsourcing operator in number of vehicles (considering the combination of business between Locamerica and Unidas, and according to ABLA report issued in 2019, referring to the fiscal year ended December 31, 2018), and the second largest company in total fleet size in Brazil, compared to publicly held companies and/or companies that disclose such information to the market, as well as the third largest car rental company (RAC), compared to publicly held companies and/or companies that disclose such information to the market and report released by ABLA in 2019. We have been operating in the TF market for more than 33 years4, having built a very pulverized and diversified customer portfolio. We have customers all over the country, demanding from smaller fleets, with a vehicle, to more robust fleets, with more than 500 vehicles, and operating in different markets and sectors of the economy. As of September 30, 2019, our base was of 2,040 customers and a fleet of 84,259 vehicles allocated to the TF business, which gives us an average fleet of 41.3 vehicles per customer.

Knowledge and experience of our founding shareholders, combined with an experienced

management, capable of achieving consolidated operational efficiency.

Our founding shareholders have been in the market for 265 years and have detailed knowledge

of our markets and customers, fleet planning and management capacity, and financial discipline

in terms of pricing and contract management. Additionally, our management has developed,

4 Considering Unidas S.A. only. 5 Consider Locamerica only.

accumulated, perfected and systematized over more than two decades those characteristics and

procedures that, together with a long-term vision and perception to capture new opportunities, we

believe, position ourselves in a differentiated way in relation to our competitors, as detailed below:

(i) Detailed knowledge of markets and customers: The history of relationship with our

corporate customers from different sectors of the economy and geographic locations allows

us to accumulate in-depth knowledge of their operations, which allows us to better tailor

their needs and offer customized solutions. This knowledge was built through a wide and

detailed database that we have of each customer and that is constantly updated. We have

experience in providing services in almost all business segments and regions of Brazil,

offering popular, medium, executive, armored, 4x4, light and heavy commercial vehicles.

(ii) Capacity of planning and management of fleet: We believe that our differentiated capacity

for fleet planning, design and management is crucial to our operational efficiency and is

reflected on our high fleet utilization rates, such as 97.2% in 2016, 97.2% in 2017, and

98.2% on September 30, 2018, the latter being our historical record. As of September 30,

2019, the use rate was of 97.9%.

(iii) Attractiveness. We have great ability to attract individual customers through continuous

relationship, disclosure, quality of the services offered, efficiency, and thus customer

retention.

(iv) Financial discipline in pricing and contract management: Over the last two decades, we

have developed a pricing methodology of vehicle-to-vehicle contracts, which allows us to

manage contracts with profitability and high rate of assertiveness, which can be proven by

our margins, including in periods of crisis, such as the financial crises of 2008/2009 and

2015/2016. Pricing is based on our knowledge of each market and customer, considering

its location, type and volume of use, appropriate model, estimated selling price of the

vehicle and claim ratio. Our policy of pricing and approval of contracts is validated by our

main executives, with each cost being defined independently by specialists in their

respective areas (financial, procurement, administrative, maintenance and used vehicles).

Solid and widely recognized brand.

We believe that the strength and recognition of the "Unidas" brand in the Brazilian car rental and

fleet outsourcing sector mostly reflects the quality of our customer service.

We believe that our initiatives that lead to this type of recognition contribute to customers loyalty,

while giving us credibility with automakers, insurance companies and the market in general. Since

2010, we have focused our marketing efforts on online channels, seeking to encourage our

individual customers to rent vehicles through our website. For the development of campaigns

focused on RAC for individuals, we have the support of two advertising agencies: Tribal

WorldWide, responsible for brand positioning and online and offline media; New Bacon,

responsible for CRM and email marketing projects. On the other hand, the business units focused

on long-term/corporate car rentals, TF and the sale of Used Vehicles have an internal team, an

"in-house agency", for the development of their marketing actions. We also count on the support

of Danthi Comunicações for the management and maintenance of a good relationship with the

press.

Strategic business partnerships.

We currently have a number of business partnerships, including, for example, credit card issuers,

financial institutions, insurance companies and telecommunications companies and loyalty

program, on the basis of which, in general terms, we provide special conditions to our business

partners' customers. Among the business partnerships we have, we highlight Vanguard Car

Rental USA LLC, a company that is part of the Enterprise, which is the largest car rental company

in the United States of America, as reported by the Auto Rental News Portal6, since execution of

the "Master Franchise Agreement" for the Alamo and National Systems on April 16, 2012. The

"Master Franchise Agreement", in addition to allowing our customers traveling abroad to be

served by the car rental networks of the Enterprise various brands, has positioned us as their

exclusive franchisee in Brazil until 2031, for the Alamo and National Systems. As a result, we now

have the exclusive right to use the "Alamo" and "National Car Rental" brands in Brazil, as well as

being part of an international car rental network, with broad access to Enterprise expertise and

know-how in the RAC and TF sector.

Financial soundness with management excellence.

We have adopted rigorous financial discipline, in order to generate value to our shareholders in

an efficient and profitable manner. Based on the combined experience of Unidas and Locamerica

of 33 years in the Brazilian RAC and TF sector, together with the expertise and know-how of our

controlling shareholders, we have developed a business model that: (i) benefits from the stability

and natural protection resulting from the predictability of revenue of the TF business - which has

been shown to be sustained in periods of low economic activity and developing markets, such as

Brazil - with the performance of the RAC business - which, more susceptible to the oscillations in

the economic activity, benefits from periods of greater economic activity and which historically

grows above the Gross Domestic Product (GDP), but it still is an incipient segment, in addition to;

(ii) allowing for gains in scale in the acquisition and sale of vehicles; (iii) taking advantage of cross

selling efforts; and (iv) reducing our operating costs.

Our operating cash generation has grown consistently in the fiscal years ended December 31,

2016, 2017, and 2018. In addition, our rigid financial discipline dictates that a minimum capital is

segregated to meet our immediate capital needs. The combination of these two factors allowed

our issuance of debentures and promissory notes to evolve from Fitch Ratings of BBB+ (bra) to

A- (bra), A- (bra) to A (bra), A (bra) to AA- (bra) and from AA- (bra) to AA (bra), with a positive

outlook in March/2018, and received from Standard & Poor's risk rating of brAAA, with stable

outlook in December 2018. This financial soundness scenario has allowed access to financing

sources under more favorable conditions and with longer maturities, lengthening the

indebtedness profile and reducing our financial cost. As of September 30, 2019, our average

indebtedness term was of 49.11 months (4.09 years), with 3.13% of our Gross Debt (comprised

by current and noncurrent balances of loan accounts, financing and debentures, and derivative

financial instruments) having short-term maturity. At the same date, the ratio between the Net

Debt and Adjusted EBITDA pro-forma in the last 12 months was of 2.89, and the ratio between

Net Debt and Shareholders' Equity was of 1.30x. Additionally, on September 30, 2019, only 0.45%

of our total fleet was sold as collateral for Lease operations, with an average term of 3 years,

which gives us great flexibility to adjust our fleet and generate cash when necessary. The

maintenance of a fleet without any encumbrance, besides reducing our operational costs, gives

us greater agility at the time of demobilization and sale of vehicles. Finally, the average term of

the Company's debts increased from 3.7 years, on September 30, 2018, to 4.1 years, on

September 30, 2019.

(d) Our Strategy

Our main strategies are described below, so we believe that this approach will allow us to maintain

our differentiated growth cycle, maximizing the return on investment of our shareholders.

Continue to grow with profitability, operational efficiency and excellence in customers

service.

We have developed our business model based on the pillar of focus on results, with efficiency,

profitability and quality in customer service. We intend to continue to grow in this way,

6 Available at https://www.autorentalnews.com/fc_resources/PDF/arnfb18-market.pdf

https://www.autorentalnews.com/fc_resources/PDF/arnfb18-market.pdf

consolidating and increasing our participation in TF and RAC businesses, notably through organic

growth and acquisitions. The main initiatives we intend to take are:

● to expand the portfolio of customers in our TF business, continuing to expand its operations to

different regions, sectors and market segments, and offering our services to customers with

diverse fleet needs. We intend to take advantage of the growing trend of customers seeking to

outsource their fleets to benefit, among others, from a service that allows them to focus more on

their core activities and obtain lower costs compared to operating their own fleet, while

maintaining our base of customers balanced with profitability on customers with smaller fleets and

scale on customers with larger fleets.

● to take advantage of the growth opportunities that we expect for the RAC business, expanding

our service network, mainly due to estimated increases: (i) in the use of the replacement car

service by insurance companies (replacement), as a result of the expected increase in the

Brazilian fleet of insured vehicles and in the percentage of insured vehicles; (ii) of the rental of

cars by legal entities, as a result, especially, of investments in infrastructure, such as the Olympic

Games in 2016; and (iii) of car rental by individuals, mostly due to: (a) greater access by the

Brazilian population to the car rental sector, as a result of the economic stability and increase in

the average income of the Brazilian population in recent years; (b) an increase in the capillarity

and penetration of our services, with a greater recognition of our brands; and (c) of our

commercial partnerships.

● to leverage our expertise and know-how in online marketing to consolidate and increase our

position in direct sales to individuals.

In addition, we believe that we are well positioned to take advantage of potential opportunities to

make strategic acquisitions of other car rental companies in the markets we operate, or in which

we are interested in operating, as we did in the recent merger between Locamerica and Unidas

and in the acquisition of Best Fleet, mainly considering our financial strength, the fact that the

vehicle rental market is very fragmented, and the experience of the founding shareholders. The

acquisition of Best Fleet was particularly attractive due to its presence in a niche market, the

executive fleet segment, whose margins are usually larger in relation to the operational fleet

segment, mainly due to the need to offer differentiated services to meet the demands of the

respective users. We continuously monitor our operating markets, to identify acquisition

opportunities, which we usually structure in order to use our shares as payment currency.

Maintain financial discipline and soundness.

We intend to continue to adopt a stringent capital discipline, reinforcing and introducing practices

that seek to improve our operational efficiency, so that we can continue to grow profitably and

efficiently, maximizing the return on the capital invested by our shareholders, without undermining

financial soundness. We intend to preserve our consistent operating cash generation and access

to more beneficial sources of funding, maintaining a proper profile and level of indebtedness, and

preserving or even improving the valuations we receive from recognized rating agencies.

We thus have greater flexibility to react quickly to attractive business opportunities that may arise

in the markets in which we operate or in which we have an interest in operating. We seek to

maintain our investments in cash generating operating assets that are easy to monetize, basically

consisting of rental vehicles, always aiming at the rapid and efficient adjustment of our fleet to

current and potential demand for our services. Furthermore, we believe that the expected growth

in our TF and, above all, RAC business will allow us to achieve greater economies of scale in the

acquisition and disposal of vehicles, and increase the benefits of cross selling efforts and obtain

a greater reduction in our costs and expenses. This reduction is the result of a natural dilution in

our fixed costs and expenses, which we believe that will increase to a lesser extent than our

operating revenues, and of initiatives that we intend to take to reduce relevant costs and variable

expenses, such as the implementation of a zero-based budget, already in force.

8.1 Indicate the purchase or sale of any relevant asset that does not fit as normal

operation in the business of the issuer.

There has been no purchase or sale of any material asset that does not fit as normal operation in

our business.

However, the Company carried out two major mergers, with Auto Ricci and Unidas S.A., as

described in item 15.7 of this Reference Form. In addition, the Company announced on December

26, 2018 the acquisition of NTC Serviços Ltda., a company in the fleet outsourcing segment

specialized in the Agribusiness industry.

8.2. Indicate significant changes to the conduct of the issuer’s business.

There has been no significant changes to the conduct of our business in the last three fiscal years

and in the current fiscal year.

However, the merger with Unidas S.A., as described in item 15.7 of this Form, included the

Company in the Car Rental (Rent-a-Car) segment, which in addition to serving corporate

customers as in the Fleet Outsourcing segment, also meets the demand for vehicle rental of final

consumers. Further details on this segment are available in items 7.1 and 7.3 hereof.

8.3 Identify the relevant contracts entered into by the issuer and its subsidiaries not directly related to its operating activities.

There are no relevant agreements entered into by us or our subsidiaries that are not directly

related to our operating activities in the last three fiscal years and in the current fiscal year.

8.4. Provide other information that the issuer considers relevant:

There is no other relevant information to be described in this item 8 of this Reference Form.

9.1. Describe the noncurrent assets relevant to the development of the issuer's activities,

indicating in particular:

All relevant information pertaining to this topic has been disclosed in the items below.

9.1 - Relevant noncurrent assets / 9.1.a - Property, Plant and Equipment

Description of property, plant and equipment

Country of location

State of location City of location Type of property

Cars and accessories for vehicles (fleet and rent-a-car segments) Brazil Alagoas Own

Cars and accessories for vehicles (fleet and rent-a-car segments) Brazil AM Own

Cars and accessories for vehicles (fleet and rent-a-car segments) Brazil AP Own

Cars and accessories for vehicles (fleet and rent-a-car segments) Brazil Bahia Own

Cars and accessories for vehicles (fleet and rent-a-car segments) Brazil CE Own

Cars and accessories for vehicles (fleet and rent-a-car segments) Brazil DF Own

Cars and accessories for vehicles (fleet and rent-a-car segments) Brazil ES Own

Cars and accessories for vehicles (fleet and rent-a-car segments) Brazil GO Own

Cars and accessories for vehicles (fleet and rent-a-car segments) Brazil MA Own

Cars and accessories for vehicles (fleet and rent-a-car segments) Brazil Minas Gerais Own

Cars and accessories for vehicles (fleet and rent-a-car segments) Brazil MS Own

Cars and accessories for vehicles (fleet and rent-a-car segments) Brazil MT Own

Cars and accessories for vehicles (fleet and rent-a-car segments) Brazil PA Own

Cars and accessories for vehicles (fleet and rent-a-car segments) Brazil PB Own

Cars and accessories for vehicles (fleet and rent-a-car segments) Brazil PE Own

Cars and accessories for vehicles (fleet and rent-a-car segments) Brazil PI Own

Cars and accessories for vehicles (fleet and rent-a-car segments) Brazil PR Own

Cars and accessories for vehicles (fleet and rent-a-car segments) Brazil RJ Own

Cars and accessories for vehicles (fleet and rent-a-car segments) Brazil RN Own

Cars and accessories for vehicles (fleet and rent-a-car segments) Brazil RS Own

Cars and accessories for vehicles (fleet and rent-a-car segments) Brazil SC Own

Cars and accessories for vehicles (fleet and rent-a-car segments) Brazil Sergipe Own

Cars and accessories for vehicles (fleet and rent-a-car segments) Brazil São Paulo Own

Cars and accessories for vehicles (fleet and rent-a-car segments) Brazil TO Own

Third parties real estate improvements - used vehicles stores Brazil Alagoas Leased

Third parties real estate improvements - used vehicles stores Brazil AM Leased

Third parties real estate improvements - used vehicles stores Brazil Bahia Leased

Third parties real estate improvements - used vehicles stores Brazil CE Leased

Third parties real estate improvements - used vehicles stores Brazil DF Leased

Third parties real estate improvements - used vehicles stores Brazil ES Leased

Third parties real estate improvements - used vehicles stores Brazil GO Leased

Third parties real estate improvements - used vehicles stores Brazil MA Leased

Third parties real estate improvements - used vehicles stores Brazil Minas Gerais Leased

Third parties real estate improvements - used vehicles stores Brazil MS Leased

Third parties real estate improvements - used vehicles stores Brazil MT Leased

Third parties real estate improvements - used vehicles stores Brazil PA Leased

Third parties real estate improvements - used vehicles stores Brazil PE Leased

Third parties real estate improvements - used vehicles stores Brazil PI Leased

Third parties real estate improvements - used vehicles stores Brazil PR Leased

Third parties real estate improvements - used vehicles stores Brazil RJ Leased

Third parties real estate improvements - used vehicles stores Brazil RN Leased

Third parties real estate improvements - used vehicles stores Brazil RS Leased

Third parties real estate improvements - used vehicles stores Brazil SC Leased

Third parties real estate improvements - used vehicles stores Brazil Sergipe Leased

Third parties real estate improvements - used vehicles stores Brazil São Paulo Leased

Third parties real estate improvements - used vehicles stores Brazil TO Leased

Third parties real estate improvements - rent-a-car stores Brazil Alagoas Leased

Third parties real estate improvements - rent-a-car stores Brazil AM Leased

Third parties real estate improvements - rent-a-car stores Brazil AP Leased

Third parties real estate improvements - rent-a-car stores Brazil Bahia Leased

Third parties real estate improvements - rent-a-car stores Brazil CE Leased

Third parties real estate improvements - rent-a-car stores Brazil DF Leased

Third parties real estate improvements - rent-a-car stores Brazil ES Leased

Third parties real estate improvements - rent-a-car stores Brazil GO Leased

Third parties real estate improvements - rent-a-car stores Brazil MA Leased

Third parties real estate improvements - rent-a-car stores Brazil Minas Gerais Leased

Third parties real estate improvements - rent-a-car stores Brazil MS Leased

Third parties real estate improvements - rent-a-car stores Brazil MT Leased

Third parties real estate improvements - rent-a-car stores Brazil PA Leased

Third parties real estate improvements - rent-a-car stores Brazil PB Leased

Third parties real estate improvements - rent-a-car stores Brazil PE Leased

Third parties real estate improvements - rent-a-car stores Brazil PI Leased

Third parties real estate improvements - rent-a-car stores Brazil PR Leased

Third parties real estate improvements - rent-a-car stores Brazil RJ Leased

Third parties real estate improvements - rent-a-car stores Brazil RN Leased

Third parties real estate improvements - rent-a-car stores Brazil RS Leased

Third parties real estate improvements - rent-a-car stores Brazil SC Leased

Third parties real estate improvements - rent-a-car stores Brazil Sergipe Leased

Third parties real estate improvements - rent-a-car stores Brazil São Paulo Leased

Third parties real estate improvements - rent-a-car stores Brazil TO Leased

Third parties real estate improvements - principal place of business Brazil São Paulo São Paulo Leased

Third parties real estate improvements - principal place of business Brazil Minas Gerais Belo Horizonte Leased

Third parties real estate improvements - principal place of business Brazil PR Maringá Leased

9.1 - Relevant noncurrent assets / 9.1.b - Intangible assets

Type of asset

Asset description Duration Events that may cause loss of rights Consequence of loss of rights

Trademarks LOCAMERICA No. 904401120, mixed, class 39 11/17/2024

The Company is not aware of any event that may cause loss of rights relating to this trademark. In the administrative sphere, the loss of rights can occur in three ways: (i) being challenged through an Administrative Proceeding for Nullity, and INPI cancels the concession because it believes it is in breach of Law 9,279/96; (ii) after five (5) years of concession of the registration, by means of an application for lapse, in case the trademark is not being used as granted, and to indicate the products or services contained in the registration certificate; and (iii) for failure to pay the extension fee. In the judicial sphere, it is not possible to ensure that third parties will not claim that we are violating their intellectual property rights and possibly succeed. Maintenance of trademark registrations is carried out through the ten-year payment of retributions to INPI.

Any loss of rights to the trademark would lead to the termination of the right of use in Brazil, and the Company would face difficulties to prevent third parties from using identical or similar trademarks to market their products. Furthermore, the Company could be sued for misuse in case of violations of third parties rights.

Trademarks LOCAMERICA No. 904401103, mixed, class 35 11/17/2024 These are the same events described above. These are the same events described above.

Trademarks LOCAMERICA No. 904090094, registered, class 35 09/15/2024 These are the same events described above. These are the same events described above.

Trademarks LOCAMERICA No. 904090221, registered, class 39 09/08/2024 These are the same events described above. These are the same events described above.




Trademarks SEMINOVOS LOCAMERICA No. 904401227, mixed, class 35 12/01/2024 These are the same events described above. These are the same events described above.

Trademarks SEMINOVOS LOCAMERICA No. 904401170, mixed, class 35 11/17/2024 These are the same events described above. These are the same events described above.

Trademarks ACELERO No. 912726865, mixed, class 35 10/23/2028 These are the same events described above. These are the same events described above.




Trademarks ACELERO No. 912726504, registered, class 35 10/23/2028 These are the same events described above. These are the same events described above.


Trademarks LOCAMERICA LIVRE No. 913429856, registered, class 39 11/06/2028 These are the same events described above. These are the same events described above.

Trademarks LOCAMERICA LIVRE No. 913609935, mixed, class 39 01/29/2029 These are the same events described above. These are the same events described above.

Trademarks RICCI No. 901236675, mixed, class 39 01/11/2021 These are the same events described above. These are the same events described above.



Trademarks Unidas Rent A Car, mixed trademark, No. 825280559 05/22/2027 These are the same events described above. These are the same events described above.

Trademarks Unidas Rent a Car, mixed trademark, No. 812185102 09/29/2022 These are the same events described above. These are the same events described above.

Trademarks Unidas, nominative trademark, No. 815288476 05/19/2022 These are the same events described above. These are the same events described above.

Trademarks Unidas Alugue um Carro / Rent a Car, mixed trademark, No. 815288450

05/19/2022 These are the same events described above. These are the same events described above.

Trademarks Unidas Rent a Car, mixed trademark, No. 827398450 06/21/2021 These are the same events described above. These are the same events described above.

Trademarks Unidas Aluguel de Carros, mixed trademark, No. 830915532 08/19/2024 These are the same events described above. These are the same events described above.

Trademarks Unidas Rent A Car, nominative trademark, No. 811995240 08/26/2026 These are the same events described above. These are the same events described above.

Trademarks Unidas, mixed trademark, No. 822119072 04/04/2026 These are the same events described above. These are the same events described above.

Trademarks Alugue um Carro / Rent A Car Unidas, mixed trademark, No. 822119099



Trademarks Best Fleet, mixed trademark, No. 908455577 03/28/2027 These are the same events described above. These are the same events described above.

Trademarks Seminovos Unidas, mixed trademark, No. 840749929 09/06/2026 These are the same events described above. These are the same events described above.





Trademarks Unidas Corporate Fleet, mixed trademark, No. 825280567 05/22/2027 These are the same events described above. These are the same events described above.

Trademarks Unidas Gestão de Frotas, mixed trademark, No. 827398425 12/04/2027 These are the same events described above. These are the same events described above.

Trademarks Unidas Seminovos, mixed trademark, No. 825534356 05/22/2027 These are the same events described above. These are the same events described above.




Trademarks Unidas, nominative trademark, No. 271.656 02/17/2023 These are the same events described above. These are the same events described above.


Trademarks Unidas, registered, No. 691.667 06/16/2021 These are the same events described above. These are the same events described above.


Trademarks Car Pass, nominative trademark, No. 813861438 10/08/2021 These are the same events described above. These are the same events described above.

Trademarks Cartão Empresa Alugue um Carro Rent a Car Unidas, mixed trademark, No. 822119080


Trademarks Central de Atendimento Unidas, mixed trademark, No. 822119137


Trademarks Fly & Drive, mixed trademark, No. 840245718 01/09/2028 These are the same events described above. These are the same events described above.

Trademarks UNI.COM, mixed trademark, No. 825534372 10/26/2020 These are the same events described above. These are the same events described above.

Trademarks UNIDAS CAR PASS, nominative trademark, No. 813861381 10/08/2021 These are the same events described above. These are the same events described above.

Trademarks UNIDAS DRIVE PASS, nominative trademark, No. 813863236 03/12/2021 These are the same events described above. These are the same events described above.

Trademarks UNIDAS EXPRESS CARD, mixed trademark, No. 822119110 04/04/2026 These are the same events described above. These are the same events described above.

Trademarks UNIDAS FRANQUIAS, mixed trademark, No. 827427239 12/11/2027 These are the same events described above. These are the same events described above.

Trademarks UNIDAS TRAVEL CAR, nominative trademark, No. 813861411 03/12/2021 These are the same events described above. These are the same events described above.

Trademarks UNIDASTRAC, mixed trademark, No. 840330677 09/08/2025 These are the same events described above. These are the same events described above.

Trademarks UNIDASTRAC, mixed trademark, No. 840330723 09/08/2025 These are the same events described above. These are the same events described above.

Trademarks RESERVE E GANHE, mixed trademark, No. 822119129 04/04/2026 These are the same events described above. These are the same events described above.

Trademarks UNIDAS, No. 914761781, registered, class 35 07/16/2029 These are the same events described above. These are the same events described above.

Trademarks UNIDAS, No. 914761820, registered, class 45 07/16/2029 These are the same events described above. These are the same events described above.

Trademarks UNIDAS No. 914761889, mixed, class 35 06/04/2029 These are the same events described above. These are the same events described above.





Trademarks UNIDAS No. 914762087, mixed, class 39 Application filed on 05/28/2018

These are the same events described above. These are the same events described above.







Trademarks UNIDAS ALUGUEL DE CARROS, No. 914762400, registered, class 39


Trademarks UNIDAS FROTAS No. 914762435, book-entry bonds, class 39 06/04/2029 These are the same events described above. These are the same events described above.

Trademarks UNIDAS SEMINOVOS, No. 914762460, registered, class 35 06/04/2029 These are the same events described above. These are the same events described above.

Trademarks UNIDAS SEMPRE ZERO, No. 914762508, registered, class 39 Application filed on 05/28/2018


Trademarks UNIDAS SEMPRE ZERO, No. 914762532, mixed, class 39 Application filed on 05/28/2018








Trademarks UNIDAS LIVRE No. 914763695, registered, class 39 06/04/2029 These are the same events described above. These are the same events described above.

Trademarks UNIDAS LIVRE No. 914763733, mixed, class 39 07/16/2029 These are the same events described above. These are the same events described above.

Trademarks UNIDAS LIVRE No. 914763750, mixed, class 39 07/16/2029 These are the same events described above. These are the same events described above.

Trademarks UNIDAS TRUCKS, No. 914763776, registered, class 39 06/04/2029 These are the same events described above. These are the same events described above.

Trademarks UNIDAS SIMPLES, No. 914764926, registered, class 39 06/04/2029 These are the same events described above. These are the same events described above.

Trademarks UNIDAS SIMPLES, No. 914764942, mixed, class 39 06/04/2029 These are the same events described above. These are the same events described above.




Trademarks UNIDAS FREQUENTE, No. 914765108, registered, class 39 06/04/2029 These are the same events described above. These are the same events described above.

Trademarks UNIDAS FREQUENTE, No. 914765140, mixed, class 39 06/04/2029 These are the same events described above. These are the same events described above.




Trademarks UNIDAS BUSINESS, No. 914765272, registered, class 39 06/04/2029 These are the same events described above. These are the same events described above.

Trademarks UNIDAS BUSINESS, No. 914765310, mixed, class 39 06/04/2029 These are the same events described above. These are the same events described above.




Trademarks UNIDAS CONNECT, No. 914765400, registered, class 39 06/04/2029 These are the same events described above. These are the same events described above.

Trademarks UNIDAS CONNECT, No. 914765434, mixed, class 39 06/04/2029 These are the same events described above. These are the same events described above.




Trademarks UNIDAS DELIVERY, No. 914765540, registered, class 39 06/04/2029 These are the same events described above. These are the same events described above.

Trademarks UNIDAS DELIVERY, No. 914765590, mixed, class 39 06/04/2029 These are the same events described above. These are the same events described above.




Trademarks UNIDAS BESTFLEET, No. 914862960, registered, class 35 07/02/2029 These are the same events described above. These are the same events described above.



Trademarks UNIDAS BESTFLEET No. 914863428, mixed, class 35 07/02/2029 These are the same events described above. These are the same events described above.












Trademarks SEU CARRO POR ASSINATURA, No. 918339243, registered, class 35

Application filed on 09/30/2019


Trademarks SEU CARRO ZERO POR ASSINATURA, No. 918339324, registered, class 35

Application filed on 09/30/2019


Trademarks # SEU SEMINOVO PERFEITO!, No. 916144224, mixed trademark, class 35


Trademarks VAMOS JUNTOS, No. 916223728, registered, class 35 09/03/2029 These are the same events described above. These are the same events described above.

Trademarks VAMOS JUNTOS, No. 916223760, registered, class 39 09/03/2029 These are the same events described above. These are the same events described above.

Trademarks UNIDAS AGRO, No. 916597369, registered, class 35 Application filed on 01/22/2019






Trademarks UNIDAS AGRO, No. 916597490, mixed trademark, class 35 Application filed on 01/22/2019
























Trademarks UNIDAS, No. 916666603, mixed trademark, class 45 Application filed on 02/01/2019


Domain UNIDASRENTACAR.COM.BR 07/02/2019

The loss of rights relating to such assets is related to: (i) failure to pay for domain maintenance; (ii) determination, at the time of registration or later, of the use of false, invalid, incorrect or outdated CNPJ, CPF, corporate name or name; (iii) failure to comply, in a timely manner, with the submittal of documents; (iv) application for registration filed by a holder of trademark application or trademark related to the domain, with preemptive right in relation to the former owner of the domain in case of dispute between holders of trademark applications or trademarks of different classes; and (v) court order; or express request by the applicant for registration of the domain.

There's no way to quantify the impact. In case of loss of the domain name, we must cease using the domain name.

Domain UNIVERSIDADEUNIDAS.COM.BR 10/08/2019 These are the same events described above. These are the same events described above.

Domain BESTFLEET.COM.BR 02/20/2020 These are the same events described above. These are the same events described above.

Domain ALUGARCARRORJ.COM.BR 03/06/2020 These are the same events described above. These are the same events described above.

Domain ALUGARUMCARROEMBH.COM.BR 03/06/2020 These are the same events described above. These are the same events described above.

Domain ALUGARUMCARROEMSAOPAULO.COM.BR 03/06/2020 These are the same events described above. These are the same events described above.

Domain ALUGARUMCARROEMSP.COM.BR 03/06/2020 These are the same events described above. These are the same events described above.

Domain ALUGARUMCARROPARAFERIAS.COM.BR 03/06/2020 These are the same events described above. These are the same events described above.

Domain ALUGARUMCARROPARATRABALHO.COM.BR 03/06/2020 These are the same events described above. These are the same events described above.

Domain ALUGARVEICULONLINE.COM.BR 03/06/2020 These are the same events described above. These are the same events described above.

Domain ALUGARVEICULOONLINE.COM.BR 03/06/2020 These are the same events described above. These are the same events described above.

Domain ALUGUEUMCARRONOBRASIL.COM.BR 03/06/2020 These are the same events described above. These are the same events described above.

Domain ALUGUEUMCARRONORIO.COM.BR 03/06/2020 These are the same events described above. These are the same events described above.

Domain AUTOMOVEISPARALOCACAO.COM.BR 03/06/2020 These are the same events described above. These are the same events described above.

Domain CARRODEALGUEL.COM.BR 03/06/2020 These are the same events described above. These are the same events described above.

Domain CARROSLOCACAO.COM.BR 03/06/2020 These are the same events described above. These are the same events described above.

Domain CARROSPARALOCACAO.COM.BR 03/06/2020 These are the same events described above. These are the same events described above.

Domain COMOALUGARUMCARRO.COM.BR 03/06/2020 These are the same events described above. These are the same events described above.

Domain LOCACAODECARROEMSAOPAULO.COM.BR 03/06/2020 These are the same events described above. These are the same events described above.

Domain LOCACAODECARRONORIO.COM.BR 03/06/2020 These are the same events described above. These are the same events described above.

Domain LOCACAODEVEICULOSONLIE.COM.BR 03/06/2020 These are the same events described above. These are the same events described above.

Domain RESERVADECARROONLINE.COM.BR 03/06/2020 These are the same events described above. These are the same events described above.

Domain RESERVARUMCARROPARAALUGUAR.COM.BR 03/06/2020 These are the same events described above. These are the same events described above.

Domain VEICULOSPARALOCACAO.COM.BR 03/06/2020 These are the same events described above. These are the same events described above.

Domain ALUGARCARROBRASIL.COM.BR 03/24/2020 These are the same events described above. These are the same events described above.

Domain ALUGARUMCARRONOBRASIL.COM.BR 03/24/2020 These are the same events described above. These are the same events described above.

Domain LOCACAODEVEICULOSNOBRASIL.COM.BR 03/24/2020 These are the same events described above. These are the same events described above.

Domain UNIDASALUGUELDECARROS.COM.BR 03/24/2020 These are the same events described above. These are the same events described above.

Domain UNIDASALUGUELDEVEICULOS.COM.BR 03/24/2020 These are the same events described above. These are the same events described above.

Domain UNIDASLOCADORADEVEICULOS.COM.BR 03/24/2020 These are the same events described above. These are the same events described above.

Domain UNIDASFRANQUIAS.COM.BR 03/29/2020 These are the same events described above. These are the same events described above.

Domain ATACADOUNIDAS.COM.BR 05/18/2020 These are the same events described above. These are the same events described above.

Domain UNIDASATACADO.COM.BR 05/18/2020 These are the same events described above. These are the same events described above.

Domain UNIRENT.COM.BR 09/18/2020 These are the same events described above. These are the same events described above.

Domain UNIDASSEMINOVOS.COM.BR 09/20/2020 These are the same events described above. These are the same events described above.

Domain UNIDASAUTOS.COM.BR 10/05/2020 These are the same events described above. These are the same events described above.

Domain UNIDASLOCADORA.COM.BR 10/05/2020 These are the same events described above. These are the same events described above.

Domain FEIRAOUNIDAS.COM.BR 11/25/2020 These are the same events described above. These are the same events described above.

Domain TERCEIRIZACAOFROTASUNIDAS.COM.BR 05/02/2021 These are the same events described above. These are the same events described above.

Domain TERCEIRIZESUAFROTAUNIDAS.COM.BR 05/02/2021 These are the same events described above. These are the same events described above.

Domain UNIDASFLEET.COM.BR 05/02/2021 These are the same events described above. These are the same events described above.

Domain UNIDASFROTAS.COM.BR 05/02/2021 These are the same events described above. These are the same events described above.

Domain UNIDASTERCEIRIZACAO.COM.BR 05/02/2021 These are the same events described above. These are the same events described above.

Domain UNIDASTERCEIRIZACAOFROTAS.COM.BR 05/02/2021 These are the same events described above. These are the same events described above.

Domain UNIDASTERCEIRIZASUAFROTA.COM.BR 05/02/2021 These are the same events described above. These are the same events described above.

Domain UNIDASTERCEIRIZESUAFROTA.COM.BR 05/02/2021 These are the same events described above. These are the same events described above.

Domain SEMINOVOSUNIDAS.COM.BR 05/22/2021 These are the same events described above. These are the same events described above.

Domain FLY-DRIVE.COM.BR 08/23/2021 These are the same events described above. These are the same events described above.

Domain FLYANDDRIVE.COM.BR 08/23/2021 These are the same events described above. These are the same events described above.

Domain FLYANDRIVE.COM.BR 08/23/2021 These are the same events described above. These are the same events described above.

Domain FLYDRIVE.COM.BR 08/23/2021 These are the same events described above. These are the same events described above.

Domain SHIP-DRIVE.COM.BR 08/23/2021 These are the same events described above. These are the same events described above.

Domain SHIPANDDRIVE.COM.BR 08/23/2021 These are the same events described above. These are the same events described above.

Domain SHIPANDRIVE.COM.BR 08/23/2021 These are the same events described above. These are the same events described above.

Domain SHIPDRIVE.COM.BR 08/23/2021 These are the same events described above. These are the same events described above.

Domain SLEEP-DRIVE.COM.BR 08/23/2021 These are the same events described above. These are the same events described above.

Domain SLEEPANDDRIVE.COM.BR 08/23/2021 These are the same events described above. These are the same events described above.

Domain SLEEPANDRIVE.COM.BR 08/23/2021 These are the same events described above. These are the same events described above.

Domain SLEEPDRIVE.COM.BR 08/23/2021 These are the same events described above. These are the same events described above.

Domain UNIDAS.NET.BR 10/28/2021 These are the same events described above. These are the same events described above.

Domain UNIDASFRANQUIAS.NET.BR 10/28/2021 These are the same events described above. These are the same events described above.

Domain UNIDASRENTACAR.NET.BR 10/28/2021 These are the same events described above. These are the same events described above.

Domain UNIDASSEMINOVOS.NET.BR 10/28/2021 These are the same events described above. These are the same events described above.

Domain UNIDASAGRO.COM.BR 01/03/2022 These are the same events described above. These are the same events described above.

Domain SEMPREZEROUNIDAS.COM.BR 06/13/2022 These are the same events described above. These are the same events described above.

Domain UNIDASEMPREZERO.COM.BR 06/13/2022 These are the same events described above. These are the same events described above.

Domain UNIDASSEMPREZERO.COM.BR 06/13/2022 These are the same events described above. These are the same events described above.

Domain CARROPORASSINATURAUNIDAS.COM.BR 06/22/2022 These are the same events described above. These are the same events described above.

Domain UNIDASCARROPORASSINATURA.COM.BR 06/22/2022 These are the same events described above. These are the same events described above.

Domain UNIDASCONNECT.COM.BR 02/27/2023 These are the same events described above. These are the same events described above.

Domain UNIDASDELIVERY.COM.BR 02/27/2023 These are the same events described above. These are the same events described above.

Domain UNIDASFREQUENTEELITE.COM.BR 02/27/2023 These are the same events described above. These are the same events described above.

Domain UNIDASFREQUENTEVIP.COM.BR 02/27/2023 These are the same events described above. These are the same events described above.

Domain UNIDASBUSINESS.COM.BR 02/28/2023 These are the same events described above. These are the same events described above.

Domain UNIDASOUTLET.COM.BR 02/28/2023 These are the same events described above. These are the same events described above.

Domain UNIDAS.COM.BR 03/05/2024 These are the same events described above. These are the same events described above.

Domain UNIDASAUTOS.COM 10/05/2020 These are the same events described above. These are the same events described above.

Domain UNIDASSEMINOVOS.COM 12/23/2026 These are the same events described above. These are the same events described above.

Domain LIVRELOCAMERICA.COM 05/09/2019 These are the same events described above. These are the same events described above.

Domain LOCAMERICALIVRE.COM 05/09/2019 These are the same events described above. These are the same events described above.

Domain CARROLIVRE.COM 02/28/2020 These are the same events described above. These are the same events described above.

Domain VOUDELIVRE.COM 02/28/2020 These are the same events described above. These are the same events described above.

Domain QUEROLIVRE.COM 02/28/2020 These are the same events described above. These are the same events described above.

Domain LOCAMERICA.NET 05/17/2020 These are the same events described above. These are the same events described above.

Domain ACELERO.COM.BR 02/16/2023 These are the same events described above. These are the same events described above.

Domain ACELERO.NET.BR 04/05/2020 These are the same events described above. These are the same events described above.

Domain ACELEROSEMINOVOS.COM.BR 04/05/2020 These are the same events described above. These are the same events described above.

Domain ACELEROUSADOS.COM.BR 04/05/2020 These are the same events described above. These are the same events described above.

Domain ACELEROVEICULOS.COM.BR 04/05/2020 These are the same events described above. These are the same events described above.

Domain ALUGUELIVRE.COM.BR 08/21/2019 These are the same events described above. These are the same events described above.

Domain CARBIS.COM.BR 03/30/2020 These are the same events described above. These are the same events described above.

Domain CLAFROTAS.COM.BR 09/03/2019 These are the same events described above. These are the same events described above.

Domain LIVRELOCAMERICA.COM.BR 08/29/2019 These are the same events described above. These are the same events described above.

Domain LOCAMERICA.COM.BR 09/18/2021 These are the same events described above. These are the same events described above.

Domain MEULIV.COM.BR 08/21/2019 These are the same events described above. These are the same events described above.

Domain OMAIORFEIRAODOBRASIL.COM.BR 08/22/2020 These are the same events described above. These are the same events described above.

Domain OMAIORFEIRAODOBRASIL2018.COM.BR 08/22/2019 These are the same events described above. These are the same events described above.

Domain OMAIORFEIRAODOBRASIL2019.COM.BR 08/22/2020 These are the same events described above. These are the same events described above.

Domain QUEROLIVRE.COM.BR 08/21/2019 These are the same events described above. These are the same events described above.

Domain RICCILOCADORA.COM.BR 07/13/2019 These are the same events described above. These are the same events described above.

Domain RICCILOCADORA.NET.BR 11/04/2020 These are the same events described above. These are the same events described above.

Domain SEMINOVOSLOCARVEL.COM.BR 07/14/2019 These are the same events described above. These are the same events described above.

Domain SEUSEMINOVOPERFEITO.COM.BR 09/18/2019 These are the same events described above. These are the same events described above.

Domain UNIDASSN.COM.BR 11/26/2020 These are the same events described above. These are the same events described above.

Domain VEMPRALIVRE.COM.BR 08/21/2019 These are the same events described above. These are the same events described above.

Domain VEMSERLIVRE.COM.BR 02/17/2021 These are the same events described above. These are the same events described above.

Domain VOUDELIVRE.COM.BR 08/21/2019 These are the same events described above. These are the same events described above.

9.1 - Relevant noncurrent assets / 9.1.c - Interests in companies

Corporate Name CNPJ (National Corporate

Taxpayer’s Register) CVM Code Company type

Country - Head office

State - Head office

Municipality - Head office

Description of activities carried out

Issuer's interest (%)

Fiscal year Carrying amount - %

variation

Market value - % variation Amount of dividends received (Reais)

Date Amount (R$

thousands)

Agile Car Locações Ltda. 09.337.014/0001-70 - Subsidiary Brazil Minas Gerais

Belo Horizonte Limited company which carries out fleet management and labor assignment activities in Brazil.

99.990000

R$ 3,289,000.00

09/30/2019

12/31/2018 139 -

12/31/2017 100 -

12/31/2016 - -

Reasons for acquisition and maintenance of such interest It was a non-operating company until July 2017, and was reactivated in 2017. The company's purpose is the management of outsourced fleet and labor assignment.

Auto Ricci S.A. 00.282.862/0001-54 - Subsidiary Brazil PR Maringá Corporation which also carries out fleet rental activities in Brazil.

100.000000

R$ -

12/31/2018 0

12/31/2017 0 0

12/31/2016 0 0

Reasons for acquisition and maintenance of such interest On May 11, 2017, the Company merged shares issued by Auto Ricci S.A., making it a wholly-owned subsidiary of the Company, and such merger of shares was motivated by the geographic

expansion of the Company's services (Auto Ricci has a concentration of its customers base in the South area). Auto Ricci S.A. was merged into the Company on January 2, 2018.

Acelero Comércio de Veículos Ltda. 11.884.974/0001-00 - Subsidiary Brazil PR Maringá Limited company that also carries out fleet rental activities in Brazil.

99.990000

R$ 13,629,000.00

09/30/2019

12/31/2018 - 100 -

12/31/2017 - -

12/31/2016

- -

Indirect subsidiary of Companhia de Locação das Americas on 12/31/2017. With the merger of Auto Ricci S.A. on 01/02/2018 Acelero Comércio de Veículos Ltda. became the direct subsidiary of Companhia de Locação das Americas.

Corporate Name CNPJ (National

Corporate Taxpayer’s Register)

CVM Code Company type Country - Head office

State - Head office

Municipality - Head office

Description of activities carried out

Issuer's interest (%)

Fiscal year Carrying amount - %

variation

Market value - % variation Amount of dividends received (Reais)

Date Amount (R$

thousands)

Unidas S.A. 04.437.534/0001-30 2155-5 Subsidiary Brazil São Paulo

São Paulo Corporation that also carries out fleet rental and rent-a-car ("RAC") activities in Brazil.

100.000000

R$ 2,059,071,000.00

09/30/2019

12/31/2018 100 -

12/31/2017 - -

12/31/2016 - -

Reasons for acquisition and maintenance of such interest On March 9, 2018, the Company merged shares issued by Unidas S.A., and such merger of shares was motivated by the expansion of the market segment (started to

operate in the rent-a-car segment) and scale gains.

Unidas Agro Locação de Veículos S.A. 00.453.246/0001-19 Subsidiary Brazil São Paulo

São Paulo Corporation which also carries out fleet rental activities in Brazil.

100.000000

R$ 264,937,000.00

09/30/2019

12/31/2018 100 -

12/31/2017 - -

12/31/2016 - -

Reasons for acquisition and maintenance of such interest On January 31, 2019, the merger by the Company of shares issued by Unidas Agro Locação de Veículos S.A., provided that this merger of shares was caused by the extension of the

agribusiness segment, in which it started acting, extending scale gains.

9.2 - Other relevant information

There is no other relevant information to be described in item 9 of this Reference Form.

10.1 - General financial and equity conditions

The information presented below has been evaluated and commented upon by our

officers.

In items 10.1 to 10.8 of this Reference Form, historical information related to the

consolidated balance sheet of the Company and its subsidiaries as of December 31, 2018,

2017, and 2016, will be presented, as well as the respective consolidated statements of

income and consolidated statements of cash flows for the nine-month period ended

September 30, 2019 and 2018, and for the fiscal years ended December 31, 2016, 2017,

and 2018.

The Company started to present the Financial Statements with the financial information of

Auto Ricci S.A. as of the merger of shares by the Company, issued by Auto Ricci S.A.,

making it a wholly-owned subsidiary of the Company on May 11, 2017 (and Auto Ricci S.A.

was subsequently merged into the Company). Prior to such event, the Company had no

subsidiaries and, therefore, had no consolidated financial statements. In addition, financial

income from the merger by the Company of shares issued by Unidas S.A., which became

a wholly-owned subsidiary of the Company, was consolidated in the Company's Financial

Statements as of March 9, 2018. For further information on the merger by the Company of

shares issued by Auto Ricci S.A., the merger into the Company of Auto Ricci S.A. and the

merger by the Company of shares issued by Unidas S.A., see item 15.7 of this Reference

Form.

On December 26, 2018, the Company announced the acquisition of NTC Serviços Ltda., a

company in the fleet outsourcing segment specialized in the Agribusiness industry. As from

February 2019, with the conversion of NTC into a wholly-owned subsidiary of the Company,

the Company began to present the Consolidated Financial Statements with NTC's financial

information. For further information on the acquisition of NTC's controlling interest and the

merger by the Company of the shares issued by NTC, see item 15.7 of this Reference

Form.

The analysis of the Officers explaining the results obtained and the reasons for changes

in the Company’s balance sheet accounts, statements of income and statements of cash

flows represents an opinion on the impact or effects of the information presented in the

Company’s Financial Statements.

The Company’s Executive Board cannot guarantee in the future the financial situation or

operating income obtained in the past.

a. General financial and equity conditions

We are a leader in the fleet outsourcing segment ("fleet"), according to ABLA with more

than 84 thousand vehicles and the third in the "rent-a-car" segment, with more than 69

thousand vehicles in the country. Considering the merger with Unidas S.A. on March 9,

2018, we reached 17.4% of the fleet market share and reinforced our leadership position

in number of vehicles in the fleet outsourcing segment, according to the latest data from

ABLA (Brazilian Association of Car Rental Companies), as well as entering the Car Rental

segment, in which we have a market share of 14.2%, also in accordance with ABLA.

Our Fleet Outsourcing activity consists of renting new vehicles and offering fleet

management services to corporate customers through agreements whose terms vary from

12 to 60 months. Our corporate customers are small, medium and large-sized companies,

operating in several economic sectors. As of December 31, 2018, 2017 and 2016, we had

an average occupancy rate of 98.3%, 97.0%, and 96.8%, respectively, in this segment,

with the average age of the operating fleet of 16.5, 18.9, and 18.6 months. As of

September 30, 2019, we had an occupancy rate of 97.9% and an average age of 17.0

months.

In the Car Rental segment, our activities include renting vehicles to individuals and

companies. The Company serves individuals, directly or through travel agencies, tour

operators and commercial partnerships, as well as legal entities, directly or also through

travel agencies and tour operators, with rental terms that vary in general, from one day to

one month. In addition, insurance companies use the Company's services to offer

reservation vehicles to their customers in cases of claims or use of the collateral. As of

December 31, 2018, we had an average occupancy rate of 78.8%. As a basis for

comparison, in 2017 and 2016, Unidas S.A. had the respective occupancy rates of 83.7%

and 81.5% in this segment. In turn, the average age of the operating fleet was 7.8, 7.9,

and 10.4 months, respectively for the years 2018, 2017, and 2016. As of September 30,

2019, we had an occupancy rate of 77.6% and an average age of 6.6 months.

The main benefit for our customers is the reduction of approximately 27% in costs and

expenses related to the fleet, given our scale obtained with more than 153 thousand

vehicles operating throughout the country, in addition to dealing with it from acquisition,

management, maintenance and sale of vehicles, allowing the customer to maintain the

exclusive focus on its main activity. We have more than 25 years of experience working

exclusively in the fleet outsourcing segment and, as a consequence, we have developed

over two decades a vehicle-to-vehicle pricing methodology, which allows us to manage

contracts with profitability and a high level of assertiveness. Our low-cost culture,

combined with the growing scale of our operations and domestic operations, has enabled

us to obtain favorable conditions and significant discounts in acquisition of vehicles for

expansion and renewal of our fleet, mitigating the effects of depreciation of our assets.

We have a wide geographical coverage, with presence in all Brazilian states, representing

95% of the potential market for fleet outsourcing and car rental in Brazil. Unlike the fleet

outsourcing segment, which has a presence exclusively in the national territory, at "Rent

a Car" we have a strong international connection since Unidas is the master franchisee in

Brazil of the largest leasing group in the world, Enterprise (franchisor of the brands Alamo,

Enterprise and National), with the possibility of access to the best practices of the segment.

As a complementary part of our activities, we perform the sale of used vehicles at the end

of the rental cycle, which allows us to constantly renew our fleet, reducing our depreciation

and maintenance costs and offering low mileage vehicles to our customers. The vehicles

are sold to resellers that have their own independent points of sale or to final consumers

in our own stores or through direct sales to the drivers of our rented vehicles. In the fiscal

years ended December 31, 2018, 2017, and 2016, we totaled 42,387, 16,711, and 12,407

units sold. As of September 30, 2019, 47,887 vehicles had been sold.

As of December 31, 2018, 2017 and 2016, our total fleet was of 131,099, 46,566 and

27,731 vehicles, respectively. As of September 30, 2019, the Company's total fleet

consisted of 153,724 vehicles. Regarding the fleet mix, in terms of the brand of

automakers, it is important to emphasize that the purchase of vehicles for fleet outsourcing

takes into account the needs and the choice of models by the customers, and that the

inevitable occurrence of occasional concentration of mix is partially compensated by

generation of additional discounts granted by automakers.

The following table sets forth our net revenue and EBITDA for the periods indicated:

In R$ thousand

09/30/2019 (*) 12/31/2018 (*) 12/31/2017 (*) 12/31/2016 (**)

Net rental revenue 1,566,849 1,422,465 548,048 402,412

Franchising revenue 2,825 31,277

Revenue from

management of

outsourced fleet

2,792 2,944 1,060

Net revenue - Used

vehicles 1,866,322 1,441,683 536,751 352,302

Used vehicle resale net

revenue 98,874 18,826 8,755

Net operating revenue 3,537,662 2,917,195 1,094,614 754,714

EBITDA¹ 941,121 840,714 361,341 248,826

EBITDA Margin² 26.6% 28.8% 33.0% 33.0%

1 For more information on EBITDA, see item 3.2 of this Reference Form.

2 EBITDA value on operational net revenue.

(*) Refer to the balances of the Group's consolidated financial statements. The Company only started to present

consolidated financial statements as of the acquisition of controlling interest of Auto Ricci S.A., which occurred on

May 11, 2017. The balances from the acquisition of Unidas controlling interest only include balances as of March

9, 2018, the date of acquisition of the controlling interest.

(**) Refer to the individual financial statements.

Our operational net revenue for the fiscal year ended December 31, 2018, 2017, and 2016

was equivalent to R$ 2,917.2 million, R$ 1,094.6 million, and R$ 754.7 million,

respectively. Moreover, our operational net revenue increased 166.6% annually between

2018 and 2017. In the nine-month period ended September 30, 2019, the operational net

revenue was of R$ 3,537.7 million.

Our EBITDA for the fiscal years ended December 31, 2018, 2017 and 2016 was R$840.7

million, R$361.3 million and R$248.8 million, respectively. In the comparison between

2018 and 2017, EBITDA increased by 132.7%. In the nine-month period ended September

30, 2019, EBITDA was of R$ 941.1 million.

Our Gross Debt as of September 30, 2019, and December 31, 2018, 2017, and 2016

corresponded to R$ 4,413.4 million, R$ 3,924.3 million, R$ 1,462.8 million, and R$ 833.3

million, respectively. Additionally, cash and cash equivalents, securities, and financial

instruments and derivatives as of September 30, 2019 and December 31, 2018, 2017, and

2016 were of R$ 895,1 million, R$ 1,964.9 million, R$ 430.7 million, and R$ 205.4 million,

respectively.

b. Capital structure

Our officers understand that we have a capital structure that is adequate to meet our short

and medium-term obligations and to carry out our fleet rental and rent-a-car operations,

due to our continuous expansion strategy, aiming at scale gains and synergies,

diversification of customer portfolio and development of efficient sales channels for used

vehicles. Fleet rental industry is an activity that requires intensive use of capital. The

Company’s plan it to continue accessing the local financial and capital markets to fund the

expansion and renewal of our fleet and strengthen its liquidity position.

On February 7, 2018, we had our corporate credit rating at national level upgraded from

(brA+) to (brAA-) by Standard & Poor's, strengthening Locamerica at the level of high credit

quality companies and strong cash generation capacity, as well as compliance with its

financial obligations.

On March 23, 2018, we had our corporate credit rating at national level upgraded from

(brAA-) to (brAA) by Fitch Ratings.

On July 11, 2018, we had our corporate credit rating at national level upgraded from (brAA-

) to (brAA+) by S&P Global Ratings.

As of December 14, 2018, we had our corporate credit rating at national level raised from (brAA+) to (brAAA) by S&P Global Ratings. Our shareholders’ equity showed significant growth in the last year, mainly due to the

public offering of 31,000,000 new shares, held on December 13, 2018, which raised new

funds in the amount of R$992.0 million, in addition to the impact arising from the premium

originated from acquisition of Unidas S.A., in the amount of R$478.4 million.

As of September 30, 2019, and December 31, 2018, 2017, and 2016, our capital structure

was constituted of 29.1% of own capital and 70.9% of third-parties' capital, 29.3% of own

capital and 70.7% of third-parties' capital, 20.2% of own capital and 79.8% of third-parties'

capital, and of 22.6% of own capital and 77.4% of third-parties' capital, respectively, as

evidenced by the following table:

In R$ thousand

09/30/19 (*) 12/31/18 (*) 12/31/17 (*) 12/31/16 (**)

Own capital

Share capital 1,958,283 1,922,181 397,900 299,279

Treasury shares (31,088) (9,925) (9,785) (5,061)

Capital reserve and expenses with issuance of shares

548,805 528,961 45,129 (7,391)

Profits reserve 140,620 140,620 61,951 23,242

Retained earnings 118,419

Equity valuation adjustment (22,350) (16,291) (11,914) (9,176)

Shareholders' equity 2,712,689 2,565,546 483,281 300,893

Third-parties' capital

Current liabilities 2,033,019 2,416,077 632,113 299,177

Noncurrent liabilities 4,563,319 3,762,895 1,279,208 729,147

Total liabilities 6,596,338 6,178,972 1,911,321 1,028,324

Cash and cash equivalents (680,508) (1,755,864) (402,489) (172,478)

Securities (214,592) (209,034) (28,237) (32,877)

Liability, net from Cash and cash equivalents and Securities

5,701,238 4,214,074 1,480,595 822,969

Total liabilities and shareholders' equity 9,309,027 8,744,518 2,394,602 1,329,217

(*) Refer to the balances of the consolidated financial statements of the Company and its subsidiaries. The Company only started to present consolidated financial statements as of the acquisition of controlling interest of Auto Ricci S.A., which occurred on May 11, 2017. The balances from the acquisition of Unidas controlling interest only include balances as of March 9, 2018, the date of acquisition of the controlling interest.


c. Payment capacity in relation to financial commitments assumed

We believe we maintain a satisfactory level of liquidity, reflected in our consolidated net

working capital (comprised of current assets minus current liabilities) of R$ 113,7 million

in the nine-month period ended September 30, 2019 and R$ 368.5 million as of December

31, 2018, R$ 59.5 million, and R$ 84.6 million as of December 31, 2017, and 2016,

respectively, representing adequate conditions to meet our short-term obligations.

Our officers understand that we have sufficient financial and equity conditions to

implement our business plan, as well as to meet our short and medium-term contractual

obligations.

Our officers believe that EBITDA is an important indicator of our operating performance

and of cash flows.

In our operating rental activities (fleet and rent-a-car), when purchasing vehicles, we

estimate a future sale value after the end of useful life of such vehicle and, consequently,

the applicable depreciation which, in turn, is allocated on a straight-line basis until the

demobilization and sale of the vehicle. Depreciation corresponds to an accounting cost

with no effect at cash and, at the sale of a used vehicle, it is recorded with effects to our

cash. For this reason, we understand that adequately estimating the depreciation of our

vehicles is a key element of our business, which affects both pricing of our products and

our future cash flows. For more information, see “Our results may be affected by failures

in pricing and calculating depreciation of our fleet” in item 4.1 of this Reference Form.

We carry out liquidity management based on potential cash generation of our fleet of

vehicles. We are supported by our revenue flow, relatively stable and foreseeable, from

our long-term rental contracts of the fleet segment, and by the maintenance of rate and

occupancy levels, which include monetary penalties in case of unilateral cancellations. We

also understand that the fact that we purchase the vehicles in the fleet segment only after

execution of rental contracts related to such vehicles, contributes to our liquidity

management. In addition, the sale of our used vehicles also contributes to generate funds

for the settlement of short-term debts.

Considering our indebtedness profile, cash flow and liquidity position, our officers believe

that we have sufficient capital funds at satisfactory liquidity levels to meet our financial

obligations. Although it is necessary to contract loans and financing to carry out our

business and for the implementation of our expansion and growth strategy, our officers

believe that we are able to obtain them and that we are able to pay them in the normal

course of our business, as mentioned above. We estimate that this strong cash position,

with the expected cash generation of the business, will be enough to fund our investment

plans.

d. Financing sources for working capital and investment in noncurrent assets

used

Our officers report that in order to finance our working capital and our investments in

noncurrent assets (CAPEX), we use the cash generated by our activities, as well as loans

and financing from financial institutions and the stock market.

Our officers report that for the nine-month period ended September 30, 2019, and the

fiscal years ended December 31, 2018, 2017, and 2016, the main instruments among the

financing agreements are debentures.

e. Financing sources for working capital and investments in noncurrent assets

to be used to cover liquidity deficiencies

In order to cover liquidity deficiencies that may be detected, our officers intend to use stock

market resources, without prejudice to new financing sources available. In case of a

possible liquidity crisis, the officers understand that we can still seek credit facilities in

external markets.

f. Indebtedness levels and debt characteristics

In R$ thousand

09/30/2019* 12/30/2018

*

12/30/2017 *

12/30/2016

**

Current liabilities

Loans, financing and debentures 120,431 298,687 220,923 115,648

Derivative financial liabilities 17,570 31,506 29,371 9,680

Noncurrent liabilities

Loans, financing and debentures 4,275,395 3,594,154 1,212,482 707,975

Gross Debt 4,413,396 3,924,347 1,462,776 833,303

Cash and cash equivalents (680,508) (1,755,864) (402,489) (172,478)

Securities (214,592) (209,034) (28,237) (32,877)

Net Debt 3,518,296 1,959,449 1,032,050 627,948

(i) Relevant loan and financing agreements

We highlight below the relevant loan and financing operations contracted by us, in force

on September 30, 2019.

FINAME/BNDES

On September 30, 2019, we were party to FINAME (Special Agency of Industrial

Financing) contracts, financed with funds from the Brazilian Development Bank

(“BNDES”), for the purchase of heavy vehicles, in the total amount of R$ 32.8 million, with

pre-fixed interest rates. The agreements have a maximum maturity of 9 years, with

monthly and successive payments, with a grace period of six months on average, with the

expiration date for the period between 2019 and 2024. The vehicles subject to financing

are pledged to evidence our compliance with our obligations under these contracts.

Lease

On September 30, 2019, we were party to Lease agreements for the acquisition of IT

equipment, in the total amount of R$ 131.0 thousand, with pre-fixed interest rates. The

agreements have a maximum maturity of 36 months, with monthly and successive

payments, and the expiration scheduled for 2020. Vehicles and IT equipment subject to

financing are pledged to evidence our compliance with our obligations under these

contracts.

Debentures and Promissory Notes

As of September 30, 2019, the following issuance of debentures and promissory notes

were still in effect:

Maturity Date Amount on Issuance Date

Allocation of Funds Interest

12th issuance of simple debentures, not convertible into Company’s shares

2022 R$150.0 million

Net proceeds obtained by the Company with the Restricted Offer are used in the

normal course of its business, for re-profiling Company's debt and cash

reinforcement.

100% DI + 2.20% p.a.




normal course of its business, for Company’s general corporate uses and

cash reinforcement.

100% DI + 1.40% p.a.




normal course of its business, for Company’s cash reinforcement.

100% DI + 1.20% p.a.





100% DI + 1.40% p.a. (1st

series)

100% DI + 1.15% p.a. (2nd series)



The net proceeds obtained by the Company with the Restricted Offer are

being used to pay the optional early redemption of all debentures of the 7th (seventh) issuance of the Company and

the optional early redemption of all debentures of the 9th (ninth) issuance of

the Company.

119% DI





113% DI

18th issuance of simple debentures, non-convertible into shares, of the Company

2024 R$ 200.0 million



108% DI

10th issuance of simple debentures, not convertible into shares of Unidas S.A.


Net proceeds obtained by Unidas S.A. with the Restricted Offer are used in the

normal course of its business, for company’s cash reinforcement.

100% DI + 1.90% p.a. (1st

series)

100% DI + 1.6% to 2.3%

p.a. (2nd series)





117,5% DI





110.6% DI p.a. (1st series)

IPCA +

7.3032% p.a. (2nd series)

13th issuance of simple debentures, non-convertible into shares, of Unidas S.A.

2026 R$ 1.0 billion



107.9% (1st series)

110.5% (2nd series)

112.0% (3rd series)

2nd issuance of Company’s promissory notes 2021 R$118.0 million



100% DI + 1.40% p.a.

Operation 4131 2024 US$ 50.0 million

The net proceeds obtained by Unidas S.A are being used in the normal course of its

business, for cash reinforcement of the Company.

LIBOR of (3 months + 0.40%) x

1.1176471

For more information on our debenture issuances, see item 18.5 of the Company's

Reference Form. On September 30, 2019, the outstanding balance of debentures issued

by us amounted to R$ 4,017.8 million, the outstanding balance of promissory notes issued

by us amounted to R$ 134.7 million, and the operation 4131 balance to R$ 208.2 million.

Working Capital - Cash

On December 29, 2015 we entered into an bank credit note agreement (CCB) with Caixa

Econômica Federal amounting to R$50.0 million, which debt was credited on January 11,

2016 with maturity on December 28, 2018. The principal will be settled in 3 equal, annual

and successive installments of R$16.67 million each, the first of which with maturity on

December 29, 2016 and interest will be paid biannually and successively and must be fully

settled on such maturity date. The fulfillment of our obligations under such agreement is

guaranteed by a fiduciary assignment of Credit Rights related to lease agreements,

proportionally to 40% of the debt balance and Deposit/Financial Investment Pledge

proportionally to 20% of debt balance. The agreement provides for an interest rate equal

to CDI (Interbank Deposit Certificate) plus 2.6% per year. As of December 31, 2018, the

debt balance was R$17.4 million. As of September 30, 2019, there was no outstanding

balance of this operation.

(ii) Other long-term relationships with financial institutions

In the nine-month period ended September 30, 2019, and in the fiscal years ended

December 31, 2018, 2017, and 2016, we had no other long-term relationships with

financial institutions other than those referred to in this Reference Form and in our financial

statements and respective notes.

(iii) Level of subordination between debts

Our debts are guaranteed by fiduciary assignment of receivables from customers, CDB,

as well as suretyships and guarantees from our controlling shareholders and/or bank

related guarantees. Debentures have settlement priority over other debts. See item 3.8 of

this Reference Form. In case of bankruptcy proceeding, the subordination between the

obligations in liabilities is as follows (presented by settlement priority):

• Social and labor obligations

• Taxes payable - Lease

• Debentures (with Senior Security)

• Other loans and financing

• Suppliers

• Other liabilities

• Dividends and interest on equity

(iv) Potential restrictions imposed on the issuer, in particular, in relation to indebtedness limits

and new debts, dividend distribution, asset disposal, issuance of new securities and

disposal of controlling interest, as well as whether the issuer has been fulfilling these

restrictions.

Calculation of financial indexes (covenants) applicable to our issuances of debentures and

promissory notes

The indentures of our debentures and instruments of our promissory notes in force on

September 30, 2019, determine the compliance with certain minimal financial indexes

(covenants), as follows:

Debentures of Company’s twelfth issuance

The indenture of our twelfth issuance, entered into on June 21, 2017, contains the

following financial indexes (covenants) with annual calculation:

I. The ratio between Net Debt and EBITDA for the last 12 months:

The quotient of the division of Net Debt at the end of fiscal year by EBITDA of the last 12

(twelve) months may not exceed 3.25 (three point twenty-five);

II. The ratio between EBITDA in the last 12 months and Net Financial Expenses in

the same period:

The quotient of the division of EBITDA by Net Financial Expenses, both for the last 12

(twelve) months, shall not be less than 1.75 (one point seventy-five);

III. The ratio between Net Debt and Shareholders' Equity:

The quotient of the division of Net Debt by Shareholders' Equity both referring to the end

of fiscal year, may not exceed 3.50 (three point fifty).

Debentures of Company’s thirteenth issuance

The indenture of our thirteenth debentures issuance entered into on July 31, 2017 and

amended on August 25, 2017, has the following financial indexes (covenants) with

quarterly calculation:





the same period:




The quotient of the division of Net Debt by Shareholders' Equity both referring to the last

12 (twelve) months, may not exceed 3.50 (three point fifty).

Debentures of Company’s fourteenth issuance

The indenture of our fourteenth issuance, entered into on November 13, 2017, contains

the following financial indexes (covenants) with annual calculation:





the same period:






IV. The ratio of Net Debt to Fleet Carrying Amount:

The quotient of the division of the Net Debt by the Fleet Carrying Amount, both referring

to the closing of the fiscal year, shall not exceed eighty percent (80.0%).

Debentures of Company’s fifteenth issuance

The indenture of our fifteenth issuance of debentures, as amended on February 8, 2018,

has the following financial indexes (covenants) with quarterly calculation:


The quotient of the division of Net Debt at the end of each quarter by EBITDA of the last

12 (twelve) months may not exceed 3.25 (three point twenty-five);


the same period:




The quotient of the division of Net Debt by Shareholders' Equity, both referring to the end

of the quarter, may not exceed 3.50 (three point fifty).




V. Ratio between Cash and Short-Term Debt Service:

The quotient of division of Cash by Short-Term Debt Service, both at the end of the quarter,

may not be less than 50% (fifty percent) until December 31, 2018 (including), 80% (eighty

percent) until December 31, 2019 (including) and 120% (one hundred and twenty percent)

until maturity date of debentures, and if such index is complied with during 2 (two)

consecutive fiscal years, it will not be required in the future.

Debentures of Company’s sixteenth issuance

The indenture of our fifteenth (sic) debentures issuance, entered into on April 24, 2018,

contains the following financial indexes (covenants) with annual calculation:


The quotient of the division of Net Debt at the end of each fiscal year by EBITDA of the

last 12 (twelve) months may not exceed 3.50 (three point fifty);


the same period:






Debentures of Company’s seventeenth issuance

The indenture of our fifteenth (sic) issuance, entered into on September 21, 2018, contains

the following financial indexes (covenants) with annual calculation:





the same period:









Debentures of the Company's eighteenth issuance

The indenture of the debentures of our eighteenth issuance, entered into on September

20, 2019, contains the following financial indexes (covenants) with annual calculation

where we must observe:





the same period:



As of September 30, 2019, the ratio between EBITDA and the Net Financial Expense was

of 3.30.

Company’s Second Promissory Note

The instrument of Second Promissory Note approved on November 17, 2017 includes the

following financial indexes (covenants) with quarterly calculation:


The quotient of the division of Net Debt by EBITDA of the last 12 (twelve) months may not

exceed 3.25 (three point twenty-five);


the same period:


(twelve) months, shall not be less than 1.75 (one point seventy-five); and


The quotient of the division of Net Debt by Shareholders' Equity both referring to the last

12 (twelve) months, may not exceed 3.50 (three point fifty).

Debentures of tenth issuance of Unidas S.A.

The indenture of the tenth issuance of debentures by Unidas S.A., entered into on August

29, 2017, contains the following financial indexes (covenants) with annual calculation:


The quotient of the division of Net Debt at the end of each fiscal year by EBITDA which

shall be equal or lower than 3.50 (three point fifty); and

II. Ratio between EBITDA and Financial Income:

The quotient of the division of EBITDA by Financial Income that shall be equal to or greater

than 1.5 (one point five).

Debentures of eleventh issuance of Unidas S.A.

The indenture of eleventh issuance of debentures by Unidas S.A., entered into on March

22, 2018, contains the following financial indexes (covenants) with annual calculation:





The quotient of the division of EBITDA by Financial Income, both for the last 12 (twelve)

months, shall not be less than 1.75 (one point seventy-five); and




Debentures of twelfth issuance of Unidas S.A.

The indenture of the twelfth issuance of debentures by Unidas S.A., entered into on August

14, 2018, and amended on September 18, 2018, contains the following financial indexes

(covenants) with annual calculation:










Debentures of Unidas S.A. thirteenth issuance

The indenture of the debentures of the thirteenth issuance of Unidas S.A., entered into on

March 14, 2019, and amended on April 8, 2019, contains the following financial indexes

(covenants) with annual calculation where we must observe:







Debentures of Unidas S.A. fourteenth issuance

The indenture of the debentures of the fourteenth issuance of Unidas S.A., entered into

on November 18, 2019, contains the following financial indexes (covenants) with annual

calculation where we must observe:






months, shall not be less than 1.75 (one point seventy-five);

Other Restrictions and Limits by our Financial Agreements

Due to certain clauses in our financial agreements, we are subject to certain restrictions,

such as:

• limits to our ability to incur financial debts;

• limits to our ability to sell, transfer or dispose of any other form of part of our assets;

• limits as to existence of liens, pledge, mortgage, charge or other encumbrances

or guarantee rights on our revenues and equity;

• maintenance of minimum financial indexes; and

• limits to our ability to carry out corporate restructurings and disposals of equity

interests.

In addition, our ability to pay dividends and/or interest on equity may be restricted by the

possibility of early maturity of our debts, as set forth in indentures of debentures issued by

our company. Such indentures provide for the early maturity of the debt in the event of a

declaration and/or payment of dividends, interest on equity, redemption of shares or any

other payment to our shareholders, considering such payments as realized at verification

date of the indexes described above, in case financial indexes are extrapolated due to

such payments. The declaration and/or payment of dividends (including dividends on

preferred shares and minimum mandatory dividend) are also a reason for early maturity,

as well as interest on equity, redemption of shares or any other payment to our

shareholders while an ongoing early maturity event, as defined in the indentures, including,

for example, non-compliance with the financial indexes described above. Thus, non-

compliance with such restrictions may lead to early maturity of such financial obligations,

as well as other financial agreements which set forth, as a reason for early maturity, the

early maturity of other agreements entered into by our company.

Our officers understand that the Company has complied with all covenants provided in

agreements entered into by the Company and currently in force.

g. Usage limits of financing already contracted and percentages already used

We do not have financing already contracted to receive and use in installments. Therefore,

all the resources available under the agreements and financial instruments described in

item 10.1(f) of this Reference Form were fully made available and calculated in accordance

with the contracted terms.

h. Significant changes in each item of financial statements

The financial information contained and analyzed below is from our consolidated financial

statements for the nine-month period ended September 30, 2019, and the fiscal years

ended December 31, 2018, 2017, and 2016, which were prepared in accordance with the

International Financial Reporting Standards (IFRS), issued by the International Accounting

Standards Board (IASB), and in accordance with the accounting policies adopted in Brazil.

The accounting policies adopted in Brazil include those set forth in Brazilian corporate

legislation and the pronouncements, orientations and interpretations issued by the

Accounting Pronouncements Committee (CPC) and approved by CVM. These financial

statements were audited or reviewed by PricewaterhouseCoopers Auditores

Independentes in 2019, 2018, 2017, and 2016, in accordance with Brazilian and

international auditing standards.

IFRS 9/CPC 48 – Financial Instruments

In July 2014, IASB issued IFRS 9, which addresses the recognition and measurement of

financial assets and liabilities, as well as purchase and sale agreements for financial items.

This standard replaces IAS 39 – Financial Instruments: Recognition and Measurement. In

December 2016, CVM approved CPC 48 through Resolution No. 763/16, which is

equivalent to the IFRS mentioned. The Company and its subsidiaries adopted the new

standard on January 1, 2018, the effective date of early adoption.

Classification, measurement, and impairment:

Investments and accounts receivable are maintained to fund contractual cash flows and

shall generate cash flows representing only payments of principal and interest. Locamerica

and its subsidiaries analyzed the contractual cash flow characteristics of these instruments

and concluded that they meet the measurement criteria of amortized cost in accordance

with IFRS 9.

IFRS 9 requires the Group to record the expected credit losses from all its financial assets,

based on a period of 12 months or perpetually. As of January 1, 2018, the Group started

to record a provision for expected losses during the whole life of accounts receivable.

Estimated losses were calculated based on the actual experience of credit loss in the last

year. The Company calculated loss rates separately for each type of customer, using the

percentage of default observed in the period up to 360 days after maturity, since, after this

period, the effectiveness of the collection processes is no longer representative. Positions

within each type of customer were segregated based on credit risk characteristics, such as

credit risk classification, type of product purchased and default level.

Considering cost-benefit ratio and its impact in interim financial information, the Company

did not restate comparative information from prior fiscal years arising from changes in

classification and measurement of financial instruments (including expected credit losses).

As demonstrated above, the differences in accounting balances of financial assets and

liabilities resulting from the adoption of IFRS 9 were recognized in retained earnings as of

January 1, 2018.

The impacts of the initial adoption of IFRS 9 on Unidas S.A. consolidated financial

information reflected in the purchase price allocation, as shown in note 1.1. in the individual

and consolidated financial statements of the Company as of December 31, 2018.

The new rules on hedge accounting are in line with the Group's risk management practices.

The greater impact of hedge accounting resulting from CPC 48 is related to the hedge

accounting documentation that is applied by the Company.

IFRS 15/CPC 47 - Revenue from Contracts with Customers

In May 2014, IASB issued IFRS 15, which addresses recognition of revenues from

contracts with customers in accordance with the transfer of related goods and services to

the customer, in amounts that reflect the payment to which the Company expects to be

entitled to upon transfer of such goods and services, and replaces IAS 18 – Revenue,

IAS 11 – Construction Contracts and related interpretations. In December 2016, CVM

approved CPC 47 through Resolution No. 762/16, which is equivalent to the IFRS

mentioned. The Company and its subsidiaries adopted the new standard on January 1,

2018, the effective date of early adoption.

The Company carried out a detailed analysis of IFRS 15 and did not identify relevant

impacts as to accounting policies currently adopted.

• IFRS 16 – Leases With this new standard, lessees will have to recognize liabilities for future payments and the right to use the leased asset for practically all lease agreements, including operating leases, and certain short-term contracts or contracts with small amounts may not be within the scope of this new standard. The criteria for recognizing and measuring leases in the lessors' financial statements are substantially maintained. IFRS 16 enters into force for fiscal years beginning on or after January 1, 2019 and replaces IAS 17/CPC 06 - "Leases" and corresponding interpretations. The Company applied the simplified prospective model and did not restate comparative figures for the year prior to the first adoption. The Company defined a team for the project that reviewed all of the Company and its subsidiaries lease agreements over the last year in light of the new lease accounting rules in IFRS 16. The standard will affect, in particular, the accounting of the of the Company and its subsidiaries operating leases. For further information on the IFRS adoption (including the estimated impact in the net income and in the EBITDA) see note 2.3.1 of the Company’s financial statements related to the quarter ended September 30, 2019 and note 2.19.2 of the Company’s financial statements related to the fiscal year ended December 31, 2018 The Company recognized right-of-use assets of R$ 21,419 thousand and R$ 98,774 thousand,

in the parent company and consolidated, respectively, on January 1, 2019, and lease liabilities

with the par value of R$ 24,947 thousand and R$ 114,731 thousand, in the parent company and

consolidated, respectively, as well as lease liabilities with the net present value of R$ 21,419

thousand and R$ 98,774 thousand, in the parent and consolidated, respectively.

There are no other IFRS standards or IFRIC interpretations still to come into force that could have a significant impact on the Group's financial statements.

Presentation of the main accounts of our financial statements Operating revenue Revenue from lease of assets (vehicles) is measured at the fair value of the consideration received or receivable. Fleet rental revenues are recognized on a monthly basis for the period of the rental agreement, in line with the accrual basis by which revenues, expenses and costs related to the transaction are recognized simultaneously. Our business include car rental and related services. When two or more revenue generating activities are performed under the same agreement, each component, which is considered a unit of measure, is recorded individually, as determined by IFRS 15 (CPC 47). Allocation of revenue consideration for each component is based on fair values related to each component. Net operating revenue from the sale of assets (vehicles), which is an ancillary and supplementary activity to car rental, is measured at the fair value of the consideration received or receivable. Revenue is recognized when there is evidence that the most significant risks and benefits related to the ownership of the assets have been transferred to a buyer, when it is probable that the financial economic benefits will inure to the company, when the associated costs and possible return of vehicles can be estimated reliably, when there is no continued involvement with the assets sold and when the value of operating revenue can be measured reliably. If it is probable that discounts shall be granted and the amount can be measured reliably, then the discount is recognized as a sale deduction as sales are recognized. Gross revenue includes discounts and cancellations, which are discounts granted, at the discretion of the Company, due to business relationships in the car rental activity. The rental activity is subject to non-cumulative PIS and COFINS taxation, and such taxes are not levied on the sales of used vehicles. Cost of lease and sales of vehicles

Our cost of lease and sales of vehicles are comprised of (i) the sale cost of vehicles, which corresponds to vehicles purchased for property, plant and equipment and after their useful life determined by the Company are transferred to the line item of vehicles in demobilization for fleet renewal (assets available for sale), which are measured at the lower between cost (carrying amount of vehicles) and net realizable value (estimated sale price in the ordinary course of business less estimated costs of completion and sale expenses); (ii) depreciation; (iii) maintenance of vehicles; and (iv) other prorated costs, including salaries and charges, materials, electric power and third parties’ services. Other operating revenues (expenses) Other operating revenues (expenses) are mainly formed by (i) (expenses) revenues from asset sales (ii) expenses with impairment of assets; in addition to (iii) other operating revenues (expenses), comprised of expenses incurred with services, among others. Financial expenses, net Financial revenues include mainly interest revenues on invested funds. Interest revenue is recognized in statement of income by the effective interest method. Financial expenses include interest expenses on loans, financing, debentures and preferred shares classified as liabilities. Loan costs are measured in statement of income using the effective interest method. Current and deferred income tax and social contribution

Income tax and social contribution for current and deferred fiscal years are calculated based on the 15% tax rate, plus other 10% on taxable income exceeding R$ 240 thousand for income tax, and 9% on taxable income for social contribution on net income, and they consider the offset of tax losses and negative basis of social contribution, limited to 30% of taxable income. Expenses with income tax and social contribution comprise current and deferred income taxes. Current and deferred taxes are recognized in statement of income, unless they are related to items directly recognized in shareholders' equity or in other comprehensive income. Current tax is the tax payable or receivable expected on the taxable income or loss for the fiscal year, at tax rates passed or substantively passed on the presentation date of financial statements and any adjustment to taxes payable in relation to previous fiscal years. Deferred tax is recognized in relation to temporary differences between carrying amounts of assets and liabilities for accounting purposes, and corresponding values used with taxation purposes. Deferred tax is not recognized for the following temporary differences: the initial recognition of assets and liabilities in a transaction that is not a business combination and does not affect either accounting or taxable income or loss, and differences related to investments in subsidiaries when it is probable that they will not revert in a foreseeable future. Deferred tax is measured by tax rates that are expected to be applied to the temporary differences when these are reversed, based on laws passed or substantially passed until the presentation date of financial statements. An income tax and social contribution deferred asset is recognized in relation to tax losses, tax credits, and temporary differences deductible and non-used when it is probable that future profits subject to taxation will be available and against which will be used. Deferred income tax and social contribution assets are reviewed at the end of each fiscal year and will be reduced to the extent that their realization is no longer probable.

We present below an explanation of the main changes in the Company's income in the nine-month periods ended September 30, 2019, and September 30, 2018

The Company started to consolidate the financial information of Auto Ricci S.A. in the

Company's consolidated financial statements as from merger by the Company of the

shares issued by Auto Ricci S.A., making it a wholly-owned subsidiary of the Company,

which took place on May 11, 2017 (and Auto Ricci S.A. was subsequently merged into

the Company). In addition, financial income from the merger by the Company of shares

issued by Unidas S.A., which became a wholly-owned subsidiary of the Company, was

consolidated in the Company's Financial Statements as of March 9, 2018. Subsequently,

the financial income arising from the merger by the Company of shares issued by Unidas

Agro Locação de Veículos S.A., which became a wholly-owned subsidiary as of January

31, 2019, are now consolidated in the Company's Financial Statements.

For further information on the merger of shares issued by Auto Ricci S.A. by the

Company, the merger of Auto Ricci S.A. into the Company, the merger of shares issued

by Unidas S.A. by the Company, and the merger of the shares issued by Unidas Agro

Locação de Veículos S.A. by the Company, see item 15.7 of this Reference Form.

In R$

thousand

Nine-month periods ended September 30 (**)

2019 (*) V.V.% 2018 (**) V.V.% V.H.% Net operating revenue 3,537,662 100.0% 2,020,632 100.0% 75.1% Cost of lease and sales of vehicles (2,574,829) -72.8% (1,418,739) -70.2% 81.5%

Gross profit 962,833 27.2% 601,893 29.8% 60.0%

Sales expenses (213,107) -6.0% (106,460) -5.3% 100.2% General and administrative expenses (160,213) -4.5% (116,146) -5.7% 37.9% Other operating income (expenses) 362 0.0% 1,480 0.1% -75.5%

Income before financial income and income tax 589,875

16.7%

380,767 18.8% 54.9%

Financial revenues 41,864 1.2% 35,842 1.8% 16.8% Financial expenses (324,852) -9.2% (252,194) -12.5% 28.8%

Financial expenses, net (282,988) -8.0% (216,352) -10.7% 30.8%

Income before income tax and social contribution

306,887 8.7%

164,415 8.1% 86.7%

Income tax and social contribution (64,745) -1.8% (37,489) -1.9% 72.7%

Net income for the period 242,142 6.8% 126,926 6.3% 90.8%

(*) Refer to the balances of the Company's financial statements. As of January 31, 2019, the Company's consolidated information includes the financial information of Unidas Agro Locação de Veículos S.A., the control of which was acquired on that date.

(**) Refer to the balances of the Company's consolidated financial statements. The Company only started to present consolidated financial statements as of the acquisition of controlling interest of Auto Ricci S.A., which occurred on May 11, 2017. The balances from the acquisition of Unidas controlling interest only include balances as of March 9, 2018, the date of acquisition of the controlling interest.

Discussion on the main changes in consolidated statements of income for the nine-month periods ended September 30, 2019, and September 30, 2018: Net operating revenue

The breakdown of the net operating revenue is as follows:

Consolidated Nine-month period ended 09/30/2019 (*)

09/30/2018 (**)

Gross revenue 3,815,372 2,196,955 Discounts and cancellations (109,186) (73,682)

Taxes on lease (168,524) (102,641)

Net operating revenue 3,537,662 2,020,632


(**) Item 10.9 includes combined pro forma financial information, in which we will have the comparability of the combined information as of September 30, 2019, and September 30, 2018.

Discounts and cancellations are discounts of commercial nature in the car rental activity. The rental activity is subject to non-cumulative taxation of PIS and COFINS (not applicable to used vehicles sales).

Consolidated Nine-month period ended

09/30/2019

9/30/2018 * Car Rental 1,735,373 1,098,324 Franchising 2,825 4,347 Management of outsourced fleet 2,792 2,047 Sale of used vehicles* 1,866,322 1,007,337 Resale of used vehicles** 98,874 11,218 Taxes levied (168,524) (102,641)


*Refers to sales of vehicles previously intended for Lease **Refers to vehicles intended solely for resale, which were purchased for this purpose.

The net operating revenue amounted to R$ 3,537.7 million in the nine-month period ended September 30, 2019, an increase of 75.1% in relation to the same period of the previous year, when we recorded R$ 2,020.6 million. The increase in the net operating revenue was the result of the increase (a) in the total of

rented vehicles in both fleet and rent-a-car segments, in line with the growth in the volume

of vehicles owned by the Group this year, and (b) vehicle sales revenue, which, in addition

to the increase in vehicles sold as a result of the increase in vehicles of the Company and

its subsidiaries, also derives from the higher average price per vehicle sold, which reached

R$ 38.3 thousand as of September 30, 2019 (UDM). Revenues from car rental and used

vehicles sales grew 56.9% and 92.9%, respectively. Vehicle rental revenue net of rental

taxes, which represented R$ 1,566.8 million or 44.3% of the Company's net revenue for

the nine-month period ended September 30, 2019. At the end of the nine-month period

ended September 30, 2019, the total fleet of the Company reached 153,724 cars, which

corresponds to an increase in 22,625 units compared to the year ended in 2018, when

there were 131,099 cars.

In addition to the explanations of variations described above, the results of Unidas S.A. and its subsidiaries are shown in the balance of 2018 only as of March 9, 2018, when Companhia de Locação das Americas acquired the control of Unidas S.A.

Cost of lease and sale of vehicles Lease costs amounted to R$ 767.5 million in the nine-month period ended September 30, 2019 (in comparison to R$ 514.7 million in the same period of the previous year),

representing an increase of R$ 252.8 million (or 49.1%), with the main impact from maintenance costs of operations with a larger fleet due to acquisition of Unidas S.A. The costs of vehicles sold totaled R$ 1,807.3 million in the nine-month period ended September 30, 2019 (compared to R$ 904.0 million in the same period of the previous year), an increase of 99.9%, reflecting the increase in volume of the used vehicles sold mentioned above (increase of 48.8%). Higher vehicle cost figures result from the increase in the fleet vehicles that the Company and its subsidiaries have been presenting in recent years and the renewal cycle of each vehicle within our rental fleet. The higher costs of vehicles sold reflect the growth in the sales volume of Used Vehicles, as well as the higher value of these assets, as the Company has acquired higher value-added vehicles. In addition, as the Company has reduced the average age of vehicles sold, it is natural that there is less accumulated depreciation volume in the rental period, resulting in a higher residual value of these assets, an effect of also on the Used Vehicles revenue. In the nine-month period ended September 30, 2019, gross profit from vehicle sales reached R$ 157.9 million, compared to R$ 114.5 million in gross profit for the nine-month period ended September 30, 2018, resulting from the higher sales volume. Other operating costs totaled R$ 109.8 million in the nine-month period ended September 30, 2019 (compared to R$ 32.3 million in the same period of the previous year). The variation is due to the increase of new stores in the Rent-a-Car segment in the comparison period, which increases the cost of salaries, charges, and benefits, among other store infrastructure costs. In addition to the explanations of variations described above, the results of Unidas S.A. and its subsidiaries are shown in the balance of 2018 only as of March 9, 2018, when the Company acquired control of Unidas S.A. Below is the breakdown of our rental and vehicles sale costs for the periods ended September 30, 2019 and 2018:

Consolidated Nine-month period ended 09/30/2019 09/30/2018

Used vehicles sale cost* (1,727,901) (893,981)

Used vehicles resale cost** (79,415) (10,059)

Maintenance costs (476,112) (359,251)

Fleet vehicles depreciation cost (304,287) (196,246)

Recovery of PIS/COFINS credits 122,652 73,120

Other operating costs (109,766) (32,322)

Total (2,574,829) (1,418,739)

(*) Refer to sales of vehicles previously intended for Lease. (**) Refer to vehicles intended solely for resale, which were purchased for this purpose.

General and administrative expenses Increase of 37.9% in general and administrative expenses, which totaled R$ 160.2 million in the nine-month period ended September 30, 2019, compared to R$ 116.1 million in the same period of 2018. This variation was mainly due to the increase in depreciation and amortization expenses, which were a consequence of the Company's additions to property, plant and equipment and intangible assets.

Consolidated

Nine-month period ended 09/30/2019 09/30/2018

General expenses (55,604) (38,285) Professional fees, consulting and third parties (27,436) (23,766) Depreciation and amortization (46,959) (14,060) Other administrative expenses (30,214) (40,035)

Total (160,213) (116,146)

Sales Expenses Our selling expenses totaled R$ 213.1 million in the nine-month period ended September 30, 2019, compared to R$ 106.5 million in the same period of 2018, an increase of R$ 106.6 million, mainly represented by third parties commissions, fees, and services, advertising and marketing, and estimated loss on doubtful accounts, which account for 96.6% of this increase. The estimated loss variation for doubtful accounts for the 9 months ended September 30, 2019, and 2018, results from the fact that in 2018 there was recovery of previously provisioned credits, impacting the comparison of balances between the periods. In addition to this fact, the income for the nine months ended September 30, 2018, is impacted by the results of Unidas S.A. and its subsidiaries in the consolidated statements of Locamerica only as of March 9, 2018 (date of acquisition of control).

Consolidated

Nine-month period ended 09/30/2019 (*) 09/30/2018 (**)

Salaries and charges (48,597) (34,802) Third parties commissions, fees, and services (94,092) (32,679) Marketing and advertising (23,543) (4,196) Estimated loss on doubtful accounts and write-off of non-recoverable securities

(24,638) (2,280)

Other sales expenses (22,237) (32,503)

Total (213,107) (106,460)



Net financial expenses "Financial expenses" amounted to R$ 324.9 million in the nine-month period ended September 30, 2019, an increase of 28.8% compared to the nine-month period ended September 30, 2018. The variation is due to the increase in interest on financing due to new fund raising (foreign currency loan, 13th issuance of Unidas S.A. debentures, and 18th issue of debentures of the Company) and bank expenses (credit card operator management fees) due to the increase in card payment sales and discount granted in negotiations with default customers.

Consolidated


09/30/2019 09/30/2018

Interest from customers 6,376 5,571 Interest on financial investments 34,029 28,631 Other financial revenues 1,459 1,640

Total financial revenues 41,864 35,842

Interest on financing (216,911) (194,726)

Swap (a) (19,404) (20,099) Property lease (7,714) Bank fees (39,519) (20,877) Discount granted (21,575) (1,735) Other financial expenses (19,729) (14,757)

Total financial expenses (324,852) (252,194)

Total (282,988) (216,352)



Our financial revenues increased by R$ 6.1 million in the nine-month period ended September 30, 2019, amounting to R$ 41.9 million, compared to R$ 35.8 million in the same period of 2018, with a higher average cash balance and cash and cash equivalents, including financial investments and securities held during the period. Income tax and social contribution The Company calculates the provision for income tax and social contribution based on

taxable income for the year. Taxable income is different from the profit presented in

statement of income, since it excludes taxable/deductible income or expenses in other

fiscal years, in addition to excluding non-taxable/non-deductible items permanently.

The reconciliations between nominal and effective expenses for the nine-month period

ended September 30, 2019 are as follows:

Consolidated


09/30/2019 09/30/2018

Profit for the period before taxes 306,887 164,415 Nominal rates 34% 34% Income tax and social contribution calculated at the nominal rate (104,342) (55,901)

Adjustments to the nominal expense: Income from equity accounting method

Interest on shareholders' equity 42,066

19,820

Other net additions

(2,469)

(1,408)

Income tax and social contribution expenses for the period (64,745) (37,489)

Total deferred income tax and social contribution expenses (31,257)

21,704

Total current income tax and social contribution expenses (33,488) (59,193)

(64,745) (37,489)

(*) Refer to the balances of the Group's financial statements. As of January 31, 2019, the Group's consolidated information includes the financial information of Unidas Agro Locação de Veículos S.A., the control of which was acquired on that date.


Income for the year The net income for the nine-month period ended September 30, 2019, amounted to R$ 242.1 million, compared to R$ 126.9 million recorded in the same period of previous year, an increase of 90.8% compared to 2018, mainly due to scale increase from acquisition of Unidas S.A. on March 9, 2018.

We present below the explanations to the main variations on Company's income in

fiscal years ended December 31, 2018 and 2017

The Company started to consolidate the financial information of Auto Ricci S.A. in the

Company's consolidated financial statements as from merger by the Company of the

shares issued by Auto Ricci S.A., making it a wholly-owned subsidiary of the Company,

which took place on May 11, 2017 (and Auto Ricci S.A. was subsequently merged into

the Company).

In addition, financial income from the merger by the Company of shares issued by Unidas

S.A., which became a wholly-owned subsidiary of the Company, was consolidated in the

Company's Financial Statements as of March 9, 2018. For further information on the

merger by the Company of shares issued by Auto Ricci S.A., the merger into the

Company of Auto Ricci S.A. and the merger by the Company of shares issued by Unidas

S.A., see item 15.7 of this Reference Form.

In R$ thousand

Years ended on

12/31/2018 (*) V.V.% 12/31/2017 (*) V.V.% V.H.%

Net operating revenue 2,917,195 100.0% 1,094,614 100.0% 166.5% Cost of lease and sales of vehicles (2,032,922) -69.7% (772,778) -70.6% 163.1%

Gross profit 884,273 30.3% 321,836 29.4% 174.8%

Sales expenses (165,801) -5.7% (45,749) -4.2% 262.4%

General and administrative expenses (164,075) -5.6% (52,170) -4.8% 214.5% Other operating income (expenses) (7,887) -0.3% (126) 0.0% 6159.5%

Income before financial income and income tax

546,510 18.7% 223,791 20.4% 144.2%

Financial revenues 57,388 2.0% 25,073 2.3% 128.9%

Financial expenses (361,772) -12.4% (168,009) -15.3% 115.3%

Financial expenses, net (304,384) -10.4% (142,936) -13.1% 113.0%


242,126 8.3%

80,855 7.4% 199.5%


Net income for the fiscal year 189,202 6.5% 60,598 5.5% 212.2%

Discussion on the main variations in consolidated statements of income for the fiscal years ended December 31, 2018 and 2017, presented above: Net operating revenue The breakdown of the net operating revenue is as follows:

Consolidated Year ended on

12/31/2018 (*) 12/31/2017

Gross revenue 3,163,327 1,209,026 Discounts and cancellations (96,095) (58,485)

Taxes on lease (150,037) (55,927)


(*) Refer to the balances of the Company's financial statements. The Company started to present consolidated financial statements as of the acquisition of controlling interest of Auto Ricci S.A., which occurred on May 11, 2017. The balances from the acquisition of Unidas controlling interest only include balances as of March 9, 2018, the date of acquisition of the controlling interest.

Discounts and cancellations are discounts of commercial nature in the car rental activity. The rental activity is subject to non-cumulative taxation of PIS and COFINS (not applicable to used vehicles sales).

Consolidated

Year ended on

12/31/2018 12/31/2017

Car Rental 1,572,502 603,975 Franchising 31,277

Management of outsourced fleet 2,944 1,060 Sale of used vehicles* 1,441,683 536,751 Resale of used vehicles** 18,826 8,755 Taxes levied (150,037) (55,927)


*Refers to sales of vehicles previously intended for Lease **Refers to vehicles intended solely for resale, which were purchased for this purpose.

The net operating revenue reached R$ 2,917.1 million in the year ended December 31, 2018, a growth of 166.5% in relation to the same period of the previous year, when we reached R$ 1,094.6 million. The increase in the net operating revenue was a result of the increase (i) of the revenue of car rental ("fleet" and "rent-a-car"), minus the taxes on rental and (ii) vehicles' sales revenue, which increased 159.6% and 167.7%, respectively. Car rental revenue net of taxes on rental, which represented R$ 1,422.5 million or 48.8% of the operating revenue of the Company in the year ended 2018, increased mainly due to the impact resulting from acquisition of control of Unidas S.A. on March 9, 2018. At the end of the year of 2018, the total fleet of the Company reached 131,099 cars, which corresponds to an increase in 84,533 units compared to the same period of 2017, when there were 46,566 cars. Cost of lease and sale of vehicles The rental costs totaled R$ 734.5 million in the year ended December 31, 2018 (compared to R$293.8 million for the same period of the previous year), representing an increase of R$ 440.7 million (or 150.0%), impacted mainly by the maintenance costs, by virtue of operating with a greater fleet due to the acquisition of Unidas S.A. The costs of vehicles sold totaled R$ 1,298.4 million in the year ended December 31, 2018 (compared to R$ 478.9 million for the same period of the previous year), an increase of 171.1%, which is a reflex of the increase in the previously mentioned number of used vehicles sold (168.6% increase). In the year ended December 31, 2018, the gross profit of the vehicle sale operations amounted to R$162.1 million, compared to the gross result of R$66.6 million on December 31, 2017, resulting from the higher sales volume. The table below indicates the breakdown of our costs with rental and sale of vehicles for the years ended December 31, 2018 and 2017:

Consolidated Fiscal year ended on (**) 12/31/2018 (*) 12/31/2017 (*)

Used vehicles sale cost*** (1,282,480) (470,640) Used vehicles resale cost**** (15,951) (8,308) Maintenance costs (520,704) (196,267) Fleet vehicles depreciation cost (271,018) (130,894) Recovery of PIS/COFINS credits 105,999 55,118 Other operating costs (48,768) (21,787)

Total (2,032,922) (772,778)

(*) Refer to the balances of the consolidated financial statements of the Company. The Company only started to present consolidated financial statements as of the acquisition of controlling interest of Auto Ricci S.A., which occurred on May 11, 2017. The balances from the acquisition of Unidas controlling interest only include balances as of March 9, 2018, the date of acquisition of the controlling interest. (**) Item 10.9 includes combined pro forma financial information, in which we will have the comparability of the combined information as of September 30, 2018 and September 30, 2017. (***) Refer to sales of vehicles previously intended for Lease. (****) Refer to vehicles intended solely for resale, which were purchased for this purpose.

General and administrative expenses The increase of 214.5% in general and administrative expenses, which totaled R$ 164.1 million for the year ended December 31, 2018, compared to R$ 52.2 million for the same period of 2017. As described above, the Company acquired the control over Unidas S.A. on March 9, 2018 and, as a result of such acquisition, it incurred on the following costs: (i) costs related to the acquisition process, and (ii) costs resulting from the integration process between Locamerica and Unidas. The mentioned costs are of occasional (not operational) nature, and alien to the normal course of the Company and its subsidiaries activities. Among such costs, the most relevant are: (i) fees from financial institutions that assisted the company on acquisition of Unidas S.A. and (ii) management, systems and brand consultants that provided integration services between Locamerica and Unidas.

Consolidated

Year ended on (**) 12/31/2018 (*) 12/31/2017(*)

General expenses (47,770)

(14,965) Professional fees, consulting and third parties (32,000)

(11,304)

Depreciation and amortization (1,920)

(1,490)

Other administrative expenses (23,186)

(6,656)

Personnel expenses (59,199)

(17,755)

Total (164,075)

(52,170)

(*) Refer to the balances of the consolidated financial statements of the Company. The Company only started to present consolidated financial statements as of the acquisition of controlling interest of Auto Ricci S.A., which occurred on May 11, 2017. The balances from the acquisition of Unidas controlling interest only include balances as of March 9, 2018, the date of acquisition of the controlling interest. (**) Item 10.9 includes combined pro forma financial information, in which we will have the comparability of the combined information as of September 30, 2018 and September 30, 2017.

Sales Expenses

Our sales expenses amounted to R$ 165.8 million for the year ended December 31, 2018, compared to R$ 45.7 million for the same period of 2017, an increase of R$ 120.1 million, represented, mainly, by commissions, salaries, charges, and expenses with rent and real estate, which together correspond to 92.3% of such increase, or R$ 153.1 million for the period of twelve months of 2018, and reflects, basically, the addition of the expenses of Unidas S.A. after the consolidation of the Company and a higher volume of businesses.

Consolidated

Fiscal year ended on (**) 12/31/2018 (*) 12/31/2017 (*)

Salaries and charges (51,154) (16,996)

Write-offs of non-recoverable securities (1,948)

Commissions (52,914) (4,018)

Estimated loss (reversal) in doubtful accounts

(10,743) (5,754)

Real estate rents and others (49,042) (18,981)

Total (165,801) (45,749)

(*) Refer to the balances of the consolidated financial statements of the Company. The Company only started to present consolidated financial statements as of the acquisition of controlling interest of Auto Ricci S.A., which occurred on May 11, 2017. The balances from the acquisition of Unidas controlling interest only include balances as of March 9, 2018, the date of acquisition of the controlling interest. (**) Item 10.9 includes combined pro forma financial information, in which we will have the comparability of the combined information as of September 30, 2018 and September 30, 2017.

Financial expenses The "financial expenses" amounted to R$ 361.8 million for the year ended December 31, 2018, an increase of 115.3% compared to the year ended December 31, 2017, basically due to the acquisition of Unidas S.A.

Consolidated

Fiscal year ended on (**)

12/31/2018 (*) 12/31/2017(*)

Interest from customers 7,653 782 Interest on financial investments 45,960 22,415 Other financial revenues 3,775 1,876


Funding costs and interest from assignment (24,167) (9,090) Interest on financing (281,103) (123,474) Swap (28,567) (18,525) Other financial expenses (27,935) (16,920)


Total (304,384) (142,936)

(*) Refer to the balances of the Group's consolidated financial statements. The Company only started to present consolidated financial statements as of the acquisition of controlling interest of Auto Ricci S.A., which occurred on May 11, 2017. The balances from the acquisition of Unidas controlling interest only include balances as of March 9, 2018, the date of acquisition of the controlling interest.

(**) Item 10.9 includes combined pro forma financial information, in which we will have the comparability of the combined information as of September 30, 2018 and September 30, 2017.

Our financial revenues had an increase of R$ 32.3 million for the year ended December 31, 2018, when it amounted to R$ 57.4 million, compared to R$25.1 million for the same

period of 2017, given a higher average cash balance of cash and cash equivalents, including financial investments, and securities held during such period. Income tax and social contribution The Company calculates the provision for income tax and social contribution based on

taxable income for the year. Taxable income is different from the profit presented in

statement of income, since it excludes taxable/deductible income or expenses in other

fiscal years, in addition to excluding non-taxable/non-deductible items permanently.

The reconciliation of the nominal and effective expenses for the years ended December

31, 2018, and December 31, 2017, are shown below:

Consolidated

Fiscal year ended on (**)

12/31/2018 (*) 12/31/2017(*)

Profit for the period before taxes 242,126 80,855 Nominal rates 34% 34% Income tax and social contribution calculated at the nominal rate (82,323) (27,491)

Adjustments to the nominal expense: Interest on shareholders' equity 29,630 5,566 Other net additions 33,781 12,218 Tax incentive - Lei do Bem (Special Taxation Regime Law) 1,902

Current income tax and social contribution expenses (17,010) (9,707) Expense with deferred income tax and social contribution (35,914) (10,550)

Total current income tax and social contribution expenses (52,924) (20,257)

(*) Refer to the balances of the Group's consolidated financial statements. The Company only started to present consolidated financial statements as of the acquisition of controlling interest of Auto Ricci S.A., which occurred on May 11, 2017. The balances from the acquisition of Unidas controlling interest only include balances as of March 9, 2018, the date of acquisition of the controlling interest.

(**) Item 10.9 includes combined pro forma financial information, in which we will have the comparability of the combined information as of September 30, 2018 and September 30, 2017.

Income for the year The net income for the year ended December 31, 2018, totaled R$ 189.2 million, compared to R$60.6 million reported for the same period of the previous year, an increase of 212.2% versus 2017, basically due to the increase of scale resulting from the acquisition of Unidas S.A on March 9, 2018. We present below the explanations to the main variations on Company's income in fiscal years ended December 31, 2017 and 2016:

In R$ thousand

Years ended on

12/31/2017 (*) V.V% 12/31/2016 (**) V.V% V.H.% Operating Revenue 1,094,614 100.0% 754,714 100.0% 45.0%

Cost of lease and sales of vehicles (772,778) -70.6% (535,797) -71.0% 44.2%

Gross profit 321,836 29.4% 218,917 29.0% 47.0%

Sales expenses (45,749) -4.2% (38,273) -5.1% 19.5%

General and administrative expenses (52,170) -4.8% (30,843) -4.1% 69.1%

Other operating income (expenses) -126 0.0% 524 0.1% 124.0%

.

Profit before financial income of income tax 223,791 20.4% 150,325 19.9% 48.9%

Financial revenues 25,073 2.3% 31,604 4.2% -20.7%

Financial expenses (168,009) -15.3% (146,108) -19.4% 15.0%

Net financial expenses (142,936) -13.1% 114,504 -15.2% 24.8%

Income before income tax and social contribution 80,855 7.4% 35,821 4.7% 125.7%


Net income for the period 60,598 5.5% 28,907 3.8% 109.6%

*Refers to the balances of the Group's consolidated financial statements. The Company only started to present consolidated financial statements as of the acquisition of controlling interest of Auto Ricci S.A., which occurred on May 11, 2017. **Refers to the individual financial statements.

Discussion on the main variations in consolidated statements of income for fiscal years ended December 31, 2017 and 2016 Operating revenue The breakdown of operating revenue is as follows:

In R$ thousand

Fiscal Year

12/31/2017(*) 12/31/2016 (**)

Gross Revenue 1,209,026 829,820 Discounts and Cancellations (58,485) (33,801) Taxes on lease (55,927) (41,305)

Operating revenue 1,094,614 754,714

(*) Refer to the balances of the Group's consolidated financial statements. The Company only started to submit

consolidated financial statements as of the acquisition of controlling interest of Auto Ricci S.A., which occurred on May

11, 2017.


In R$ thousand

Fiscal Year

12/31/2017(*) 12/31/2016 (**)

Car Rental 605,035 443,717 Sale of vehicles 545,506 352,302 Taxes on lease (55,927) (41,305)

Operating revenue 1,094,614 754,714



11, 2017.


Discounts and cancellations are discounts of commercial nature in the car rental activity. The rental activity is subject to non-cumulative taxation of PIS and COFINS (not applicable to used vehicles sales). The gross revenue reached R$ 1,209.1 million in the year ended December 31, 2017, a growth of 45.7% in relation to the previous year, when we reached R$ 829.8 million. The increase in gross revenue was a result of increase in revenue from lease of vehicles, less lease taxes and in sales revenue of vehicles, which corresponded to 36.4% and 54.8% respectively. Considering the increase in number of daily rates, there was an increase in revenue from car rental, net of lease taxes, which represented R$605.1 million or 55.3% of Company’s operating revenue in the fiscal year ended December 31, 2017. At the end of 2017, the Company’s total fleet was of 46,566 vehicles, increased by 18,835 units compared to 2016, when the total fleet was of 27,731 vehicles. Such increase in total fleet was due to acquisition of Auto Ricci S.A. on May 11, 2017. Our fleet is predominantly concentrated in the five traditional automakers of the country. When we excluded the effect of acquisition of Auto Ricci and its subsidiaries from the comparative analysis, lease revenue of the fiscal year ended December 31, 2017 increased approximately 2.0% compared to the same period of the previous year, or equivalent to R$8.9 million. The increase was mainly due to the increase in the number of daily rates. When we excluded the effect of acquisition of Auto Ricci and its subsidiaries from the comparative analysis, sales of used vehicles of the fiscal year ended December 31, 2017 increased approximately 24.7% compared to the same period of the previous year, or equivalent to R$86.9 million. Cost of lease and sale of vehicles The rental costs totaled R$ 293.8 million in the year ended December 31, 2017 (compared to R$ 207,3 million in 2016), an increase of R$ 86.5 million (or 41.7%) compared to the previous year, impacted mainly by the maintenance costs due to the acquisition of Auto Ricci S.A. on May 11, 2017. When we excluded the effect of acquisition of Auto Ricci and its subsidiaries from the comparative analysis, lease costs of the fiscal year ended December 31, 2017 increased approximately 6.6% compared to the same period of the previous year, or equivalent to R$13.6 million. Costs of vehicles sale amounted to R$478.9 million in fiscal year ended December 31, 2017 (compared to R$328.5 million in 2016), an increase of 45.8% compared to the previous year, due to increase in volume of used vehicles sold as mentioned above (increase of 34.7%). In the year ended December 31, 2017, gross profit from sales operations of used vehicles amounted to R$66.6 million, compared to R$23.8 million of gross profit in 2016, as a result of an improved operating efficiency with expenses control and higher investment in retail. Below is the breakdown of our lease and vehicles sale costs for the fiscal years ended December 31, 2017 and 2016:

In R$ thousand

Year ended on

12/31/2017(*) 12/31/2016 (**)

Sale cost of vehicles (478,948) (328,547)

Maintenance costs (196,267) (140,880)

Fleet vehicles depreciation costs (130,894) (95,096)

Recovery of PIS/COFINS credits 55,118 45,239

Other operating costs (21,787) (16,513)

Total (772,778) (535,797)

General and Administrative Expenses The increase of 69.1% in general and administrative expenses, which amounted to R$52.2 million in fiscal year ended December 31, 2017, compared to R$30.8 million in the same period of 2016, was mainly due to increase in “consultancy and third parties’ fees” and “general expenses”. This increase was due to integration expenses between Locamerica and Auto Ricci, as well as the increase by the merger of Auto Ricci S.A. When we excluded the effect of acquisition of Auto Ricci and its subsidiaries from the comparative analysis, general and administrative expenses of the fiscal year ended December 31, 2017 increased approximately 39.6% compared to the same period of the previous year, or equivalent to R$12.2 million. As described above, the Company acquired the control over Auto Ricci S.A. on May 11, 2017 and, as a result of such acquisition, it incurred on the following costs: (i) costs related to the acquisition process, and (ii) costs resulting from the integration process between Locamerica and Auto Ricci. Such costs are of non-operating nature, and out of the ordinary course of the Group's activities. Among such costs, the most relevant are: (i) fees from financial institutions that assisted the company on acquisition of Auto Ricci S.A. and (ii) management, systems and brand consultants that provided integration services between Locamerica and Auto Ricci.

In R$ thousand

Year ended on

12/31/2017(*) 12/31/2016 (**)

General expenses (14,965) (6,478) Professional fees, Consulting and third parties (11,304) (5,111) Tax expenses (1,490) (846) Depreciation/Amortization (6,656) (3,405) Personnel expenses (17,755) (15,003)

Total (52,170) (30,843)


consolidated financial statements as of the acquisition of controlling interest of Auto Ricci S.A., which occurred on

May 11, 2017. The balances from the acquisition of Unidas controlling interest only include balances as of March 9,

2018, the date of acquisition of the controlling interest.


Sales Expenses

Our sales expenses amounted to R$ 45.7 million for the fiscal year ended December 31, 2017, compared to R$38.3 million in the same period of 2016, an increase of R$7.4 million, mainly represented by (i) real estate rents and others, which amounted to R$19.0 million in 2017, compared to R$15.2 million in 2016, partially offset by the reduction in provisions for doubtful accounts, due to better credit quality with write-off of non-recoverable securities, related to securities which recovery is not expected, amounted to R$5.8 million in 2017, compared to R$9.2 million in 2016, as a result of the acquisition of Auto Ricci S.A. on May 11, 2017. When we excluded the effect of the acquisition of Auto Ricci and its subsidiaries from the comparative analysis, the sale expenses, for the year ended December 31, 2017, increased approximately 2.9% with respect to the same period of the previous year, or corresponding to R$ 1.1 million. In R$ thousand

Year ended on

12/31/2017(*) 12/31/2016 (**)

Salaries and charges (16,996) (11,486) Write-off of non-recoverable securities (8,951) Commissions (4,018) (2,374) Estimated loss (reversal) in doubtful accounts (5,754) (229)

Rental of real estate properties and others (18,981) (15,233)

Total (45,749) (38,273) (*) Refer to the balances of the Group's consolidated financial statements. The Company only started to

submit consolidated financial statements as of the acquisition of controlling interest of Auto Ricci S.A.,

which occurred on May 11, 2017. The balances from the acquisition of Unidas controlling interest only

include balances as of March 9, 2018, the date of acquisition of the controlling interest.


Financial expenses, net The "financial expenses, net" totaled R$ 142.9 million for the year ended December 31, 2017, an increase of 24.8% compared to the year of 2016, adversely affected by the effects of mark-to-market (MTM) of derivative financial instruments (SWAP) previously classified as shareholders’ equity and reclassified to income in consequence of the prepayment of debentures (accounted by hedge accounting), as demonstrated in the tables below:

In R$ thousand

Year ended on

12/31/2017(*) 12/31/2016 (**)

Interest from customers 782 2,178 Interest on financial investments 22,415 28,938 Other financial revenues 1,876 488


Funding costs and interest from assignment (9,090) (4,802) Interest on financing (123,474) (129,408) Swap (18,525) 766 Other financial expenses (16,920) (12,664)


Total (142,936) (114,504)



11, 2017. The balances from the acquisition of Unidas controlling interest only include balances as of March 9, 2018,

the date of acquisition of the controlling interest.


Our financial revenues decreased R$6.5 million in the fiscal year ended December 31, 2017, when they amounted to R$25.1 million, compared to R$ 31.6 million in the same period of 2016. This was due to the interest rate in 2017 (CDI – 6.65%), significantly lower than the interest rate in 2016 (CDI – 14.32%). Income tax and social contribution The amounts due as income tax and social contribution, as shown below, presented an increase of 193.0% in the fiscal year ended December 31, 2017, when they amounted to R$20.3 million, compared to R$6.9 million in the same period of 2016. The continuous variation of the table below occurred due to increase in income before income tax and social contribution.

In R$ thousand

Year ended on

12/31/2017(*) 12/31/2016 (**)

Income before taxes 80,855 35,821 Nominal rates 34% 34%

Income tax and social contribution calculated at the nominal rate

(27,491) (12,179)

Adjustments to nominal expense Interest on shareholders' equity 7,442 5,456 Other net exclusions (additions) 10,341 4,022

Current income tax and social contribution expenses (9,707) (2,701) Deferred income tax and social contribution expense (10,550) (4,213)

Total income tax and social contribution expenses (20,257) (6,914)

Income for the year Net income for the fiscal year ended December 31, 2017 amounted to R$60.6 million, compared to R$28.9 million of the previous year, an increase of 109.6% in comparison to 2016. The increase was mainly due to a rise in the volume of daily rates from the acquisition of Auto Ricci. In addition, the Company was able to add to its profit margin the increases in average price of vehicles sold, due to increase in number of retail stores, as previously mentioned. We present below the explanations to the main changes in our equity and financial position at the following base dates:

September 30, 2019, compared to December 31, 2018;

December 31, 2018 compared to December 31, 2017;

December 31, 2017, compared to December 31, 2016.

V.H.%

Assets 09/30/2019

(*)

V.V.%

12/31/2018 (*) V.V.%

12/31/2017 (*) V.V.%

12/31/2016 (**) V.V.% 2019x2018 2018x2017 2017x2016

Current Cash and cash equivalents 680,508 7.3% 1,755,864 20.1% 402,489 16.8% 172,478 13.0% -61.2% 336.3% 133.4% Accounts receivable 483,303 5.2% 377,743 4.3% 136,913 5.7% 87,688 6.6% 27.9% 175.9% 56.1% Securities 213,268 2.3% 207,324 2.4% 21,516 0.9% 29,544 2.2% 2.9% 863.6% -27.2% Vehicles under demobilization for fleet renewal

567,784 6.1% 317,285 3.6%

63,965 2.7% 47,616 3.6% 79.0% 396.0% 34.3%

Vehicles for resale 27,141 0.3% 13,005 0.1% 0.0% Recoverable taxes 85,339 0.9% 73,730 0.8% 38,935 1.6% 33,959 2.6% 15.7% 89.4% 14.7% Prepaid expenses 36,968 0.4% 10,926 0.1% 13,681 0.6% 2,948 0.2% 238.3% -20.1% 364.1% Assets held for sale 2,373 0.1% 2,373 0.2% -100.0% Related parties 33,014 0.4% 16,850 0.2% 95.9% 100.0% Other accounts receivable 19,415 0.2% 11,872 0.1% 11,785 0.5% 7,212 0.5% 63.5% 0.7% 63.4%

Total current assets 2,146,740 23.1% 2,784,599 31.8% 691,657 28.9% 383,818 28.9% -22.9% 302.6% 80.2%

Noncurrent Accounts receivable 16,186 0.2% 6,399 0.1% 2,639 0.1% 7,425 0.6% 152.9% 142.5% -64.5% Securities 1,324 0.0% 1,710 0.0% 6,721 0.3% 3,333 0.3% -22.6% -74.6% 101.7% Prepaid expenses 240 0.0% 100.0% -100.0% Other credits 3,153 0.0% 3,064 0.0% 1,819 0.1% 2,371 0.2% 2.9% 68.4% -23.3% Deferred taxes 30,373 0.3% 37,580 0.4% -19.2% 100.0% Court deposits 57,746 0.6% 49,829 0.6% 14,379 0.6% 9,521 0.7% 15.9% 246.5% 51.0% Assets held for sale 2,373 0.0% 3,223 0.0%

-26.4% 100.0% Related parties 283 0.0% 302 0.0% 302 0.0% 302 0.0% -6.3% 111,438 1.2% 102,107 1.2% 25,860 1.1% 23,192 1.7% 9.1% 294.8% 11.5%

Investment property 850 0.0% Property, plant and equipment 5,938,725 63.8% 4,957,861 56.7% 1,591,234 66.5% 917,407 69.0% 19.8% 211.6% 73.4% Investments 2 0.0% 2 0.0% 442 0.0% -99.5% 100.0% Lease right-of-use 141,743 1.5% Intangible assets 969,529 10.4% 899,949 10.3% 85,409 3.6% 4,800 0.4% 7.7% 953.7% 1679.4%

Total noncurrent assets 7,162,287 76.9% 5,959,919 68.2% 1,702,945 71.1% 945,399 71.1% 20.2% 250.0% 80.1%

Total assets 9,309,027 100.0% 8,744,518 100.0% 2,394,602 100.0% 1,329,217 100.0% 6.5% 265.2% 80.2%

V.H.%

Liabilities 09/30/2019

(*)

V.V.%

12/31/2018 (*) V.V.%

12/31/2017 (*) V.V.%

12/31/2016 (**) V.V.% 2019x2018 2018x2017 2017x2016

Current Suppliers 1,071,145 11.5% 976,041 11.2% 168,193 7.0% 71,258 5.4% 9.7% 480.3% 136.0% Loans, financing and debentures

120,431 1.3% 298,687

3.4% 220,923 9.2% 115,648 8.7% -59.7% 35.2% 91.0%

Property lease 59,950 0.6% Derivative financial instruments

17,570 0.2% 31,506

0.4% 29,371 1.2% 9,680 0.7% -44.2% 7.3% 203.4%

Credit assignment by suppliers

622,953 6.7% 998,086

11.4% 186,463 7.8% 82,753 6.2% -37.6% 435.3% 125.3%

Salaries, charges and social contributions

37,757 0.4% 23,997

0.3% 10,499 0.4% 5,484 0.4% 57.3% 128.6% 91.4%

Tax obligations 21,789 0.2% 21,730 0.2% 6,945 0.3% 1,600 0.1% 0.3% 212.9% 334.1% Dividends and interest on equity payable

33,986 0.4% 25,567

0.3% 4,941 0.2% 32.9% 417.4%

Related parties 25,109 0.3% 13,840 0.2% 81.4% 100.0% Advances from customers 5110 0.1% 100.0% Other accounts payable 22,329 0.2% 21,513 0.2% 4,778 0.2% 12,754 1.0% -16.1% 457.2% -62.5%

Total current liabilities 2,033,019 21.8% 2,416,077 27.6% 632,113 26.4% 299,177 22.5% -15.9% 282.2% 111.3%

Noncurrent Loans, financing and debentures

4,275,395 45.9% 3,594,154

41.1% 1,212,482 50.6% 707,975 53.3% 19.0% 196.4% 71.3%

Property lease 81,793 Provision for contingencies 114,832 1.2% 108,846 1.2% 11,721 0.5% 2,595 0.2% 5.5% 828.6% 351.7% Deferred taxes 89,805 1.0% 57,574 0.7% 51,091 2.1% 17,715 1.3% 56.0% 12.7% 188.4% Other accounts payable 1,494 0.0% 2,321 0.0% 3,914 0.2% 862 0.1% -35.6% -40.7% 354.1%

Total non-current liabilities 4,563,319 49.0% 3,762,895 43.0% 1,279,208 53.4% 729,147 54.9% 21.3% 194.2% 75.4%

Total liabilities 6,596,338 70.9% 6,178,972 70.7% 1,911,321 79.8% 1,028,324 77.4% 6.8% 223.3% 85.9%

Shareholders' equity Share capital 1,958,283 21.0% 1,922,181 22.0% 397,900 16.6% 299,279 22.5% 1.9% 383.1% 33.0% Treasury shares (31,088) -0.3% (9,925) -0.1% (9,785) -0.4% (5,061) -0.4% 213.2% 1.4% 93.3% Capital reserves and options granted

548,805 5.9% 528,961

6.0% 45,129 1.9% (7,391) -0.6% 3.8% 1072.1% -710.6%

Profits reserve 140,620 1.5% 140,620 1.6% 61,951 2.6% 23,242 1.7% 0.0% 127.0% 166.5% Retained earnings 118,419 1.3% Equity valuation adjustments (22,350) -0.2% (16,291) -0.2% (11,914) -0.5% (9,176) -0.7% 37.2% 36.7% 29.8%

Total shareholders' equity 2,712,689 29.1% 2,565,546 29.3% 483,281 20.2% 300,893 22.6% 5.7% 430.9% 60.6%

Total liabilities and shareholders' equity

9,309,027 100.0% 8,744,518

100.0%

2,394,602 100.0%

1,329,217 100.0% 6.5% 265.2% 80.2%

Discussion on the main variations occurred and explanation on our equity and

financial position as of September 30, 2019, compared to December 31, 2018

Assets Current assets

Our current assets decreased 22.9% compared to the balance as of December 31, 2018, from R$ 2,784.6 million to R$ 2,146.7 million as of September 30, 2019. This reduction was mainly due to the acquisition of vehicles, new vehicles, and the acquisition of Unidas Agro's controlling interest. The main variations occurred in the period are detailed below in the main accounting items: (a) Cash and cash equivalents Our cash and cash equivalents decreased 61.2% compared to the balance as of December 31, 2018, from R$ 1,755.9 million to R$ 680.5 million as of September 30, 2019. The reduction of the balances in cash and cash equivalents arises from: (i) acquisition of vehicles to expand the vehicle fleet. (b) Accounts receivable The "accounts receivable" presented an increase of 27.9%, or R$ 105.6 million, from R$ 377.7 million as of December 31, 2018, to R$ 483.3 million as of September 30, 2019. (c) Securities The balance of "securities" as of September 30, 2019, was of R$ 213.3 million, an increase of 2.9% compared to the balance of R$ 207.3 million as of December 31, 2018. (d) Vehicles under demobilization for fleet renewal The balance of "vehicles under demobilization for fleet renewal" as of September 30, 2019, corresponded to R$ 567.8 million, representing an increase of 79.0% in relation to the amount of R$ 317.3 million presented as of December 31, 2018. (e) Other current assets Our other current assets are comprised of the balances of (i) recoverable taxes in the amount of R$ 85.3 million as of September 30, 2019, compared to R$ 73.7 million as of December 31, 2018, (ii) prepaid expenses that corresponded to R$ 37.0 million as of September 30, 2019, compared to R$ 10.9 million as of December 31, 2018, and (iii) related parties from Unidas S.A., which correspond to R$ 31.5 million as of September 30, 2019, compared to R$ 16.7 million as of December 31, 2018. The variation in these items occurred mainly in prepaid expenses, due to the payment of vehicle rates at the beginning of 2019, which are appropriated to income over the term of the respective vehicle rate until December of each year. Another variation occurred in related parties, referring to the increase in the balance receivable from Enterprise Holdings, in which the direct subsidiary Unidas S.A. maintains rental operations in partnership with it. Noncurrent assets Our noncurrent assets presented an increase of 20.2%. The balance of noncurrent assets as of September 30, 2019, was of R$ 7,162.3 million when compared to R$ 5,959.9 million as of December 31, 2018. (a) Property, plant and equipment Our property, plant and equipment presented an increase of 19.8% when compared to December 31, 2018, in the amount of R$ 4,957.9 million to R$ 5,938.7 million as of

September 30, 2019. The final fleet presented an increase of 17.2% in number of vehicles, from 131,099 as of December 31, 2018, to 153,724 vehicles as of September 30, 2019. Total assets As a consequence of the variations identified above, the total of our assets presented an increase of 6.5%, from R$ 8,744.5 million as of December 31, 2018, to R$ 9,309.0 million as of September 30, 2019. Liabilities Current liabilities Our current liabilities presented a reduction of 15.9%, or R$ 383.1 million, amounting to R$ 2,033.0 million as of September 30, 2019, compared to R$ 2,416.1 million as of December 31, 2018. The significant changes in the period are described below by the main accounts: (a) Suppliers Our current liabilities related to suppliers increased by 9.7%, or R$ 95.1 million, as of September 30, 2019, when totaled R$ 1,071.1 million, compared to R$ 976.0 million as of December 31, 2018. The strategic part of the Company’s operations is the acquisition of large numbers of vehicles with the automakers, in order to obtain better financial conditions. Such purchases are negotiated with payment terms favorable to the Company, but lower than 6 months. Company’s suppliers, on the other hand, settle discount securities with first class financial institutions by credit assignment operations, which consists mainly from sale of receivables, with no right of reimbursement. Accordingly, on September 30, 2019, the balances related to such operations amounted to R$ 623.0 million (on December 31, 2018, R$ 998.1 million). (b) Loans, financing and debentures

Our loans, financing, and debentures decreased by 59.7% in the short term, from R$ 298.7 million as of December 31, 2018, to R$ 120.4 million as of September 30, 2019. This reduction was mainly due to the settlement of the debentures agreements entered into during the period. (c) Other current liabilities Our other current liabilities consist of balances of (i) wages, charges, and social contributions, which totaled R$ 37.8 million as of September 30, 2019, compared to R$ 24.0 million as of December 31, 2018; (ii) tax obligations, in the amount of R$ 21.8 million as of September 30, 2019, compared to R$ 21.7 million as of December 31, 2018, (iii) other accounts payable of R$ 22.3 million as of September 30, 2019, compared to R$ 26.6 million as of December 31, 2018, and (iv) related parties of R$ 25.1 million as of September 30, 2019, compared to R$ 13.8 million as of December 31, 2018. Noncurrent liabilities Our noncurrent liabilities presented an increase of 21.3%, from R$ 3,762.9 million as of December 31, 2018, to R$ 4,563.3 million as of September 30, 2019. This increase was mainly due to five new issuances of debentures made in 2019. (a) Loans, financing and debentures

Our loans, financing, and debentures increased by 19.0%, from R$ 3,594.2 million as of December 31, 2018, to R$ 4,275.4 million as of September 30, 2019. This variation was mainly due to new issuances, see item 18.5 of this Reference Form. (b) Provisions for contingencies Our balance of provisions for contingencies totaled the amount of R$ 114.8 million as of September 30, 2019, showing an increase of 5.5% in relation to December 31, 2018, the balance being of R$ 108.8 million. The main allocations refer to part of the balance of tax proceedings of Unidas S.A. which are classified as probable loss, among which we mention:

Locamerica is challenging in court the use of PIS and COFINS credits in order to rule out the application of the Interpretive Declaratory Act of the Federal Revenue of Brazil - RFB 04/2015 and to assure the right to determine the credit of PIS and COFINS contribution on the acquisition cost of motor vehicles registered in its property, plant and equipment and which are destined for lease, based on the regime provided for in paragraph 14 of article 3, and respective item VI, together with article 15, item II, of Law No. 10.833/2003, taking full advantage of the credits. As of June 30, 2019, the Company's management understands that this contingency has a likelihood of possible loss and estimates its value at R$ 65,308 thousand (as of December 31, 2018, R$ 50,201 thousand).

On May 21, 2009, the Brazilian Federal Revenue ("SRFB") issued to Unidas S.A. tax assessment notices relative to the collection of National Corporate Income Tax and Social Contribution on Net Income debts, mainly for the deductibility of the goodwill amortization for the fiscal years comprised between 2004 and 2007, in a total updated amount of R$ 56,775 thousand (R$ 55,999 thousand as of December 31, 2018).

On December 11, 2014, the SRFB issued to Unidas S.A. tax assessment notices related to the collection of National Corporate Income Tax and Social Contribution on Net Income, mainly related to the deductibility of goodwill amortization and expenses from swap agreements for the fiscal year 2009, in an updated total amount of R$ 33,984 thousand (R$ 33,384 thousand as of December 31, 2018).

The Company’s management, in disagreement with the grounds that gave rise to the

issuance of the aforementioned assessments, filed proceedings of administrative

objection in relation to each one of them, complying with the legal applicable terms, and

is awaiting judgment.

The other lawsuits mentioned as possible cause are mostly of Civil, Labor, and Tax

nature.

(c) Deferred taxes

Our deferred taxes increased by 56.0%, from R$57.5 million as of December 31, 2018, to R$ 89.8 million as of September 30, 2019. The Company's main temporary difference refers to the difference between the depreciable value of the accounting basis and tax basis related to vehicle fleet, in addition to depreciation rate used. Total liabilities Due to the aforementioned reasons, our total liabilities increased by 6.8%, from R$ 6,179.0 million as of December 31, 2018, to R$ 6,596.3 million as of September 30, 2019. Shareholders' equity

Our shareholders' equity increased by 5.7%, amounting to R$ 2,712.7 million as of September 30, 2019, compared to R$ 2,565.5 million as of December 31, 2018. Discussion on the main variations occurred and explanation on our equity and

financial position as of December 31, 2018 compared to December 31, 2017

Assets Current assets

Our current assets increased by 302.6% as of December 31, 2018, when compared to December 31, 2017, from R$691.7 million to R$2,784.6 million. Such increase was due to acquisition of controlling interest of Unidas S.A., with the balances from such acquisition integrating the consolidated balances as of March 9, 2018. In addition to such merger, the significant changes in the period are shown below in the main accounts: (a) Cash and cash equivalents Our cash and cash equivalents increased by 336.3% as of December 31, 2018, when compared to December 31, 2017, from R$402.5 million to R$1,755.9 million. The increase of the balances in cash and cash equivalents arises from: (i) funding from new issuances of debentures in Companhia de Locação das Américas and Unidas S.A. in the amount of R$1,967.4 million, and the net amount of cash flow for financing in 2018 is R$ 1,545.5 million; (ii) payment of the "cash" portion related to the acquisition of controlling interest of Unidas S.A. in the amount of R$397.7 million; and the proceeds from the capital increase for the issuance of new shares in the amount of R$992.0 million. (b) Accounts receivable "Accounts receivable" increased by 175.9% or R$ 240.8 million, increasing from R$136.9 million as of December 31, 2017, to R$ 377.7 million as of December 31, 2018. (c) Securities

The balance of "securities" as of December 31, 2018 was R$207.3 million, an increase of 863.6% compared to December 31, 2017. Such increase was mainly due to the acquisition of controlling interest of Unidas S.A., and the amount classified under this line item as of December 31, 2018, R$ 159.6 million has no restriction on redemption and, therefore, it has immediate liquidity. (d) Vehicles under demobilization for fleet renewal Vehicles under demobilization for fleet renewal as of December 31, 2018, corresponding to R$ 317.3 million, representing an increase of 396.0% in relation to the amount of R$ 64.0 million presented as of December 31, 2017. This increase was mainly due to the acquisition of the controlling interest of Unidas S.A. (e) Other current assets Our other current assets consist of the balances of (i) recoverable taxes in the amount of R$73.7 million as of December 31, 2018, compared to R$38.9 million as of December 31, 2017, (ii) prepaid expenses corresponding to R$10.9 million as of December 31, 2018, compared to R$13.7 million as of December 31, 2017, and (iii) related parties from Unidas S.A. substantially related to lease transactions in partnership with the shareholder Enterprise Holdings Brasil LLC. Noncurrent assets

Our noncurrent assets increased by 250.0%, mainly as a result of the acquisition of Unidas S.A., which balances started to be presented consolidated with ours as of March 9, 2018. The balance of noncurrent assets as of December 31, 2018 was R$ 5,959.9 million when compared to R$ 1,702.9 million as of December 31, 2017. (a) Property, plant and equipment Our property, plant, and equipment increased by 211.6% as of December 31, 2018 when compared to December 31, 2017, from R$1,591.2 million to R$4,957.9 million. The final fleet had an increase of 181.5% in the number of vehicles, from 46,566 as of December 31, 2017 to 131,099 vehicles as of December 31, 2018. Total assets As a result of the variations identified above, our total assets increased by 265.2%, from R$2,394.6 million as of December 31, 2017 to R$8,744.5 million as of December 31, 2018. Liabilities

Current liabilities Our current liabilities increased by 282.2%, or R$ 1,784.0 million, totaling R$ 2,416.1 million as of December 31, 2018, compared to R$ 632.1 million as of December 31, 2017. This increase occurred mainly due to the acquisition of controlling interest of Unidas S.A. on March 9, 2018, and the funding from five new issuances of debentures in 2018. In addition to such merger, the significant changes in the period are shown below on main accounts: (a) Suppliers Our current liabilities related to suppliers increased by 480.3%, or R$807.8 million, as of December 31, 2018, when totaled R$976.1 million, compared to R$168.2 million as of December 31, 2017. This variation was mainly due to the acquisition of controlling interest of Unidas S.A. The strategic part of the Company’s operations is the acquisition of large numbers of vehicles with the automakers, in order to obtain better financial conditions. Such purchases are negotiated with payment terms favorable to the Company, but lower than 6 months. Company’s suppliers, on the other hand, settle discount securities with first class financial institutions by credit assignment operations, which consists mainly from sale of receivables, with no right of reimbursement. Thus, as of December 31, 2018, the balances related to these operations correspond to R$998.1 million (as of December 31, 2017, R$186.5 million). (b) Loans, financing and debentures Our loans, financing and debentures increased 35.2% in the short term, from R$ 220.9 million as of December 31, 2017 to R$ 298.7 million as of December 31, 2018. Such increase was mainly due to five new issuances of debentures during the period. (c) Other current liabilities Our other current liabilities consist of balances of (i) wages, charges, and social contributions, which totaled R$ 24.0 million as of December 31, 2018, compared to R$ 10.5 million as of December 31, 2017; (ii) tax obligations in the amount of R$ 21.7 million as of December 31, 2018, compared to R$ 6.9 million as of December 31, 2017, and (iii) other accounts payable of R$ 21.5 million as of December 31, 2018, compared to R$ 4.8 million as of December 31, 2017. Noncurrent liabilities

Our noncurrent liabilities increased by 194.2%, from R$1,279.2 million as of December 31, 2017 to R$3,762.9 million as of December 31, 2018. This increase was mainly due to five new issuances of debentures made in 2018, in the amount of R$1,967.5 million. (a) Loans, financing and debentures Our loans, financing, and debentures increased by 196.4%, from R$ 1,212.5 million as of December 31, 2017 to R$ 3,594.2 million as of December 31, 2018. Such variation was mainly due to five new issuances of debentures, in the amount of R$1,967.5 million. (b) Provisions for contingencies Our balance of provisions for contingencies totaled the amount of R$ 108.8 million as of December 31, 2018, an increase of 828.6% when compared to December 31, 2017, that was of R$ 11.7 million. This variation refers to the impairment of contingencies that impacted the formation of the purchase price at the time of acquisition. The Company allocated loss to the purchase price related to contingencies in the amount of R$65.4 million on the date of acquisition of Unidas S.A. The allocation at acquisition only occurred due to the fact that it influenced the purchase price. The main allocations refer to part of the balance of tax proceedings of Unidas S.A. which are classified as probable loss, among which we mention:

on May 21, 2009, Brazilian Federal Revenue Office (“SRFB”) issued to Unidas S.A. tax assessment notices related to the collection of National Corporate Income Tax and Social Contribution on Net Income, mainly related to the deductibility of goodwill amortization for fiscal years between 2004 and 2007.

On December 11, 2014, SRFB issued to Unidas S.A. tax assessment notices relative to the collection of National Corporate Income Tax and Social Contribution on Net Income debits, mainly for the deductibility of the premium amortization and expenses of swap agreements related to the base year 2009.

The Company’s management, in disagreement with the grounds that gave rise to the

issuance of the aforementioned assessments, filed proceedings of administrative

objection in relation to each one of them, complying with the legal applicable terms, and

is awaiting judgment.

In the opinion of the Company's management, based on opinions issued by its legal

advisors, the chances of loss at final judgment of such proceedings are possible, reason

why no provision was recorded. On the date of issuance of this quarterly information, the

aforementioned tax assessments were in progress.

(c) Deferred taxes

Our deferred taxes increased by 12.7%, from R$51.1 million as of December 31, 2017 to R$57.6 million as of December 31, 2018. The Company's main temporary difference refers to the difference between the depreciable value of the accounting basis and tax basis related to vehicle fleet, in addition to depreciation rate used. Total liabilities In light of the foregoing, our total liabilities increased by 223.3%, from R$1,911.3 million as of December 31, 2017 to R$6,179.0 million as of December 31, 2018. Shareholders' equity Our shareholders' equity increased by 430.9%, totaling R$2,565.5 million as of December 31, 2018, compared to R$483.3 million as of December 31, 2017. Such increase occurred

mainly due to the issuance of new shares for the acquisition of controlling interest of Unidas S.A. on March 9, 2018 (R$1,058.0 million), and for the issuance of thirty-one million (31,000,000) new shares, which reflected a capital increase in the amount of R$992.0 million.

Discussion on the main variations occurred and explanation on our equity and

financial position as of December 31, 2017 compared to December 31, 2016

Assets Current assets Our current assets increased by 80.2% on December 31, 2017, compared to December 31, 2016, from R$383.8 million to R$691.7 million. Such increase was mainly due to the merger by the Company of shares issued by Auto Ricci S.A. on May 11, 2017. In addition to such merger, the significant changes in the period are shown below on main accounts: (a) Cash and cash equivalents

Our cash and cash equivalents increased by 133.4% on December 31, 2017, compared to December 31, 2016, from R$172.5 million to R$402.5 million. The increase of the balances in cash and cash equivalents arises from (i) the Company’s operating cash flow; and (ii) contracting of new issuances of debentures (12th issuance, 13th issuance, 14th issuance, and 2nd Promissory Note and 3rd issuance of debentures of Auto Ricci S.A.) and other loans, partially offset by payment in advance of 10th and 11th issuances of debentures and 2nd issuance of debentures of Auto Ricci S.A. (b) Accounts receivable Our accounts receivable presented an increase of 56.1%, or R$49.2 million on December 31, 2017 compared to December 31, 2016, from R$87.7 million on December 31, 2016 to R$136.9 million on December 31, 2017. Such increase is due to merger of Auto Ricci and also by the increase in sales volume and average price of used vehicles segment. (c) Securities The balance presented as of December 31, 2017 in line item of securities decreased by 27.2%, when compared to December 31, 2016, from R$ 29.5 million as of December 31, 2016 to R$ 21.5 million as of December 31, 2017. The Company effected the funding of 14th issuance of debentures and of 2nd Promissory Note only in the months of November and December 2017; however, these funds have different collateral characteristics, when compared to other existing debentures. (d) Vehicles under demobilization for fleet renewal Vehicles under demobilization for fleet renewal as of December 31, 2017 corresponding to R$64.0 million, representing an increase of 34.5% in relation to the amount of R$47.6 million presented as of December 31, 2016. Although the balance has increased as a result of the merger of Auto Ricci’s inventory balance, the Company continues to reduce inventory levels. (e) Other current assets Our other current assets consist of the balances of (i) recoverable taxes in the amount of R$38.9 million on December 31, 2017, compared to R$34.0 million on December 31, 2016, (ii) prepaid expenses which corresponded to R$13.7 million on December 31, 2017, compared to R$2.9 million on December 31, 2016 and (iii) other accounts receivable, in the amount of R$11.8 million on December 31, 2017, compared to R$7.2 million as of December 31, 2016.

Noncurrent assets

Our noncurrent assets are mainly represented by our property, plant and equipment, and presented an increase of 80.1% as of December 31, 2017, compared to December 31, 2016, from R$945.4 million to R$1,702.9 million. Such increase was mainly due to the merger by the Company of shares issued by Auto Ricci S.A. on May 11, 2017. In addition to such merger, the significant changes in the period are shown below on main accounts: (a) Property, plant and equipment Our property, plant and equipment presented an increase of 73.4% on December 31, 2017, compared to December 31, 2016, from R$917.4 million to R$1,591.2 million. The final fleet presented an increase of 67.9% in number of vehicles, from 27,731 on December 31, 2016 to 46,566 vehicles on December 31, 2017. Total assets As a consequence of such variations identified above, our total assets presented an increase of 80.2%, from R$1,329.2 million in December 31, 2016, to R$2,394.6 million in December 31, 2017. Liabilities Current liabilities Our current liabilities presented a reduction of 111.3%, or R$332.9 million, amounting to R$632.1 million on December 31, 2017, compared to R$299.2 million on December 31, 2016. Such increase was mainly due to the merger by the Company of shares issued by Auto Ricci S.A. on May 11, 2017. In addition to such merger, the significant changes in the period are shown below on main accounts: (a) Suppliers Our current liabilities on suppliers increased 136.0%, or R$96.9 million, on December 31, 2017, when amounted to R$168,2 million, compared to R$71.3 million on December 31, 2016. This variation was mainly due to the incorporation of balances from Auto Ricci S.A. The strategic part of the Company’s operations is the acquisition of large numbers of vehicles with the automakers, in order to obtain better financial conditions. Such purchases are negotiated with payment terms favorable to the Company, but lower than 6 months. Company’s suppliers, on the other hand, settle discount securities with first class financial institutions by credit assignment operations, which consists mainly from sale of receivables, with no right of reimbursement. Thus, as of December 31, 2017, the balances related to these operations correspond to R$186.5 million (as of December 31, 2016, R$ 82.8 million). (b) Loans, financing and debentures Our loans, financing, and debentures increased by 91.0% in the short term, from R$ 115.6 million as of December 31, 2016, to R$ 220.9 million as of December 31, 2017. This variation was due to the merger of the balance of loans and financing of Auto Ricci, as well as early settlement of the 10th and 11th issuances of debentures of Locamerica. (c) Other current liabilities Our other current liabilities consist of balances of (i) salaries, charges and social contributions, which totaled R$10.5 million on December 31, 2017, compared to R$5.5 million on December 31, 2016; (ii) tax obligations amounting to R$6.9 million on December 31, 2017, compared to R$1.6 million on December 31, 2016 and (iii) other accounts

payable of R$4.8 million on December 31, 2017, compared to R$12.8 million on December 31, 2016. Noncurrent liabilities Our noncurrent liabilities presented an increase of 75.4%, from R$729.1 million on December 31, 2016 to R$1,279.2 million on December 31, 2017. Such increase was mainly due to the merger by the Company of shares issued by Auto Ricci S.A. on May 11, 2017. In addition to such merger, the significant changes in the period are shown below on main accounts: (a) Loans, financing and debentures Our loans, financing and debentures increased 71.3%, from R$708.0 million on December 31, 2016 to R$1,212.5 million on December 31, 2017. This variation was due to the merger of the balance of loans and financing of Auto Ricci, as well as early settlement of the 10th and 11th issuances of debentures of Locamerica and funding of the 12th, 13th, and 14th issuances of debentures, as well as the funding of the 2nd Promissory Note. (b) Provisions for contingencies Our balance of provisions for contingencies amounted to R$11.7 million on December 31, 2017, compared to R$2.6 million on December 31, 2016, an increase of 351.7% compared to December 31, 2016. Our main contingent liabilities correspond to labor proceedings in which we are respondents, and which expectation of loss is possible. (c) Deferred taxes Deferred taxes are substantially generated due to temporary differences between tax and accounting bases, both of own vehicles and vehicles acquired under lease. Our deferred taxes presented an increase of 188.4%, from R$17.7 million on December 31, 2016 to R$51.1 million on December 31, 2017. Total liabilities

Due to the aforementioned reasons, our total liabilities increased by 85.9%, from R$1,028.3 million on December 31, 2016 to R$1,911.3 million on December 31, 2017. Shareholders' equity Our shareholders' equity increased by 60.6%, amounting to R$483.3 million on December 31, 2017, compared to R$300.9 million on December 31, 2016. Such increase was mainly due to issuance of new shares from the merger by the Company of shares issued by Auto Ricci S.A. on May 11, 2017. We present below the explanations on the main variation occurred and on the Company’s cash flows Our cash flow is divided between our operating activities, investment activities and financing activities, as indicated in the table below:

Period ended September 30,

2019 (*) 2018 (**)

Cash and cash equivalents (beginning of the period) 1,755,864 402,489 Operating activities (797,725) 184,332 Investment activities (237,719) (335,980) Financing activities (39,912) 764,375

Cash and cash equivalents (end of the period) 680,508 1,015,216

(*) As of January 31, 2019, the Group's consolidated information includes the financial information of Unidas Agro Locação de Veículos S.A., the control of which was acquired on that date.

(**) As of March 9, 2018, the Group's consolidated information includes Unidas S.A.'s financial information, the control of which was acquired on that date.

Year ended on December 31,

2018 (*) 2017 (*) 2016 (*)

Cash and cash equivalents (beginning of the period)

402,489

172,478

121,779

Operating activities 223,896 147,770 251,049

Investment activities (415,971) (20,494) 119,095

Financing activities 1,545,450 102,735 (319,445)

Cash and cash equivalents (end of the period) 1,755,864 402,489 172,478

(*) Refer to the balances of the Group's consolidated financial statements. The Company only started to present consolidated financial statements as of the acquisition of controlling interest of Auto Ricci S.A., which occurred on May 11, 2017. The balances from the acquisition of Unidas controlling interest only include balances as of March 9, 2018, the date of acquisition of the controlling interest. (**) Refer to the individual financial statements.

Operating activities The cash flow from our operating activities presented a used flow of R$ 797.7 million for the nine-month period ended September 30, 2019, compared to a flow of R$ 184.3 million in the same period of 2018. Such negative variation was mainly due to the investment in vehicle fleet. The cash flow from our operating activities registered a flow of R$ 223.9 million in the year ended December 31, 2018, compared to a flow of R$ 147.8 million in the same period of 2017. This positive variation occurred mainly due to the increase in operating margins as a result of the higher volume of vehicles sales. The cash flow from our operating activities registered a flow of R$147.8 million in the year ended December 31, 2017, compared to a flow of R$251.0 million in the same period of 2016. Such negative variation was mainly due to the investment in vehicle fleet. Investment activities Cash from investing activities varied positively by R$ 98.3 million when comparing the nine months ended September 30, 2019, with the nine months ended September 30, 2018 (September 30, 2019 - (R$ 237.7 million) and September 30, 2018 - (R$ 336.0 million)). This variation was mainly due to the financial expenses incurred on acquisitions in 2018 (R$ 210.0 million), being higher than the financial expenses incurred on acquisitions in 2019 (R$ 50.0 million). The variation in the "cash" effect between the two periods arising from the acquisition of investments was mitigated by the acquisition of right of use, resulting from IFRS 16, which totaled approximately R$ 78.4 million (as of September 30, 2019) and which is only applicable from January 1, 2019. The cash used for our investment activities was of R$ 416.0 million in the fiscal year ended December 31, 2018, when compared to the negative cash generation of R$ 20.5 million in 2017. Such negative variation was mainly due to the investment in the acquisition of controlling interest of Unidas S.A. (cash portion) and the investment in securities (TVM). Cash used in our investment activities generated negative cash of R$20.5 million in the fiscal year ended December 31, 2017 if compared to positive cash generation of R$119.1 million in the same period of 2016. This negative variation resulted mainly in the reduction of acquisition of securities. Financing activities

Cash flow from our financing activities presented a net decrease of R$ 39.9 million in the nine-month period ended September 30, 2019, compared to a net generation of R$ 764.4 million in the nine-month period ended September 30, 2018. The negative variation is mainly justified by the acceleration of the Subsidiaries' loans. The cash flow from our financing activities registered net generation of R$1,545.5 million in the year ended December 31, 2018, compared to net generation of R$102.7 million in the fiscal year 2017. The Company carried out 5 funding operations in 2018, to reflect pre-existing debt and strengthen its cash position. Cash flow from our financing activities presented a net generation of R$102.7 million in fiscal year ended December 31, 2017, compared to a net negative generation of R$319.4 million in the same period of 2016. The Company carried out 4 funding operations in 2017, in order to constitute a new profile to the pre-existing debt and strengthen its cash position.

10.2 General financial and equity conditions

a. Company’s operating income, in particular: For a detailed discussion of the main variations demonstrated in our statements of income, see item 10.1 (h) of this Reference Form.

(i) Description of any important revenue components Company's revenue is predominantly derived from car rental and the sale of used vehicles.

• Revenue from car rental - Revenues from car rentals are recognized on a monthly basis for the period of the rental agreement.

• Revenue from the sale of used vehicles - The sale of used vehicles is an ancillary activity, complementary to car rental. Revenue from the sale of used vehicles is recognized when there is convincing evidence that the most significant risks and benefits related to the ownership of the assets have been transferred to a buyer, when it is probable that the financial economic benefits will inure to the company, when the associated costs and possible return of vehicles can be estimated reliably, when there is no continued involvement with the assets sold and when the value of operating revenue can be measured reliably. If it is probable that discounts shall be granted and the amount can be measured reliably, then the discount is recognized as a reduction in operating revenue as sales are recognized.

(ii) Factors that materially affected operating results Operating revenue 09/30/2019 x 09/30/2018 The operating revenue of the nine-month period ended September 30, 2019, increased by 75.1% compared to the revenue of nine-month period ended September 30, 2018, equivalent to an increase of R$ 1,517.1 million.

Consolidated

Nine-month period ended (**)

09/30/2019 (*)

09/30/2018 (*)

Car Rental 1,735,373 1,098,324

Franchising 2,825 4,347

Management of outsourced fleet 2,792 2,047

Sales of Used Vehicles*** 1,866,322 1,007,337

Resale of Used Vehicles**** 98,874 11,218

Taxes on lease (168,524) (102,641)

Net revenue 3,537,662 2,020,632

(*) Refer to the balances of the Group's consolidated financial statements. The Company only started to present consolidated financial statements as of the acquisition of controlling interest of Unidas Agro Locação de Veículos S.A.. (**) Item 10.9 includes combined pro forma financial information, in which we will have the comparability of the combined information as of September 30, 2019, and September 30, 2018.

*Refers to sales of vehicles previously intended for Lease

** Refers to vehicles intended solely for resale, which were purchased for this purpose.

The main factors that impacted the increase in revenue were:

Increase in the average leased fleet from 79,329 vehicles on September 30,

2018, to 108,924 vehicles on September 30, 2019;

Increase in vehicles sold from 30,049 vehicles in the nine-month period ended September 30, 2018, to 47,887 vehicles in the nine-month period ended September 30, 2019.

Both increases derived from the acquisition of controlling interest of NTC in February 2019, in addition to the natural growth of all Company's businesses. Operating income 12/31/2018 x 12/31/2017 Operating revenue for the year ended December 31, 2018, increased by 166.5% when

compared to revenue for the fiscal year ended December 31, 2017, equivalent to an

increase of R$ 1,822.6 million.

In R$ thousand

Fiscal Year (**)

12/31/2018 (*)

12/31/2017 (*)

Car Rental 1,572,502 603,975

Franchising 31,277 0

Management of outsourced fleet 2,944 1,060

Sale of Used Vehicles 1,441,683 536,751

Resale of used vehicles 18,826 8,755

Taxes on lease (150,037) (55,927)

Net revenue 2,917,195

1,094,614

(*) Refer to the balances of the Group's consolidated financial statements. The Company only started to present consolidated financial statements as of the acquisition of controlling interest of Auto Ricci S.A., which occurred on May 11, 2017. The balances from the acquisition of Unidas controlling interest only include balances as of March 9, 2018, the date of acquisition of the controlling interest. (**) Item 10.9 includes combined pro forma financial information, in which we will have the comparability of the combined information as of September 30, 2018 and September 30, 2017. (***) Refer to sales of vehicles previously intended for Lease. (****) Refer to vehicles intended solely for resale, which were purchased for this purpose.


Increase in the average leased fleet from 31,054 vehicles as of December 31, 2017, to 83,896 vehicles as of December 31, 2018;

Increase in vehicles sold from 16,711 vehicles as of December 31, 2017, to 42,387 vehicles as of December 31, 2018.

Both increases derived from the acquisition of controlling interest of Unidas S.A. on March 9, 2018, in addition to the natural growth of all Company's businesses. Operating revenue 12/31/2017 x 12/31/2016 Operating revenue for the fiscal year ended December 31, 2017 increased by 45.0% compared to revenue for the fiscal year ended December 31, 2016, equivalent to an increase of R$339.9 million.

In R$ thousand

Fiscal Year

12/31/2017(*) 12/31/2016 (**)

Car Rental 605,035 443,717

Sale of Used Vehicles 545,506 352,302

Taxes levied (55,927) (41,305)

Net revenue 1,094,614

754,714

(*) Refer to the balances of the consolidated financial statements of the Company. The Company only started to present consolidated financial statements as of the acquisition of controlling interest of Auto Ricci S.A., which occurred on May 11, 2017. (**) Refer to the individual financial statements.


• increase in revenues from the sale of used vehicles - The Company registered an increase of 54.8%, equivalent to R$193.2 million, in the sale of used vehicles when compared to the fiscal year ended December 31, 2016. This increase was mainly due to the increase in average price and in the volume of vehicles sold. We ended fiscal year 2017 with 16,720 vehicles sold versus 12,402 vehicles sold in 2016. The increase in retail operation in total sales contributed to an improvement of the average sales price.

b. Variations in revenues attributable to modifications in prices, exchange rates, inflation,

changes in volumes and introduction of new products and services: For a detailed description of the changes in the main components of our financial statements, see section 10.1(h) of this Reference Form.

1. Effect of prices and volumes variation in our revenues The table below sets forth our main operating data as of September 30, 2019 and 2018: In R$ thousand

_____________________________________________________________________________

Nine-month period

Variation

Car Rental 09/30/2019 (*) 09/30/2018 (*) 2019 x 2018

Total Fleet 153,724 119,941 28.17%

Operating fleet - Fleet outsourcing 73,281 56,236 30.31%

Operating fleet - RAC + Franchises 53,987 30,256 78.43%

Operating fleet - Total 127,268 86,492 47.14%

Rented fleet - Fleet outsourcing 71,503 55,226 29.47%

Rended fleet - RAC + Franchises 39,622 24,103 64.39%

Rented fleet - Total 111,125 79,329 40.08%

% Rented fleet/Total 72.29% 66.14% 6.15 p.p.

% Operating fleet/Total 82.79% 72.11% 10.68 p.p.

% Rented fleet/Operating 87.32% 91.72% -4.40 p.p.

Number of vehicles purchased 65.915 48.325 36.40%

Number of vehicles sold 47,887 30,049 59.36%

Average rate (R$ Monthly)¹ - Fleet Outsourcing 1,591 1,470 8.20%

Average rate (R$ Daily)² - Car Rental 70.9 72.6 -2.40%

1 The average monthly rate is calculated by the ratio of car rental revenue net of discounts and cancellations and the

rented average fleet for the period.

2 Considers the operations of the subsidiary Unidas S.A. from January 2018 to December 2018

(*) Refer to consolidated financial statements. In addition, financial income from the merger by the Company of shares

issued by Unidas S.A., which became a wholly-owned subsidiary of the Company, was consolidated in the Company's

Financial Statements as of March 9, 2018.

The table below sets forth our main operating data for the fiscal years ended December 31, 2018 and 2017:

In R$ thousand

_____________________________________________________________________

Fiscal Year ended

Variation

Car Rental 12/31/2018 (*) 12/31/2017 (*)

2018 x

2017

Total Fleet 131,099 46,566 181.5%


Operating fleet - RAC + Franchises 32,406 - -



Rended fleet - RAC + Franchises 26,511 - -


% Rented fleet/Total 64.0% 66.7% -2.71 p.p.

% Operating fleet/Total 73.6% 68.7% 4.87 p.p.

% Rented fleet/Operating 87.0% 97.0% -10.0 p.p.

Number of vehicles purchased 67,297 19,747 240.8%


Average rate (R$ Monthly)¹ - Fleet Outsourcing 1,478 1,546 -4.4%

Average rate (R$ Daily)² - Car Rental 74.4 - -



2 Considers the operations of the subsidiary Unidas S.A. from January 2018 to December 2018

(*) Refer to consolidated financial statements. The Company started to consolidate the financial information of Auto Ricci

S.A. in the Company's consolidated financial statements as from the merger by the Company of the shares issued by

Auto Ricci S.A., making it a wholly-owned subsidiary of the Company, which took place on May 11, 2017 (and Auto Ricci

S.A. was subsequently merged into the Company). Prior to said event, the Company did not have subsidiaries and,

therefore, had no consolidated financial statements. In addition, the financial income from the merger by the Company of

shares issued by Unidas S.A., which became a wholly-owned subsidiary of the Company, was consolidated in the

Company's Financial Statements as of March 9, 2018.

Average prices for fleet rental are influenced by (i) adjustment by indexes set forth in

current contracts (IPCA/IGPM according to each contract), (ii) contractual renewal

processes that vary from contract to contract, with the establishment of revised prices; and

(iii) pricing and new contracts. Thus, the pricing of agreements with new customers and

contractual renewals began to reflect the expected increase in interest rates or interest

rate reduction.

Purchase and sale price of vehicles in our fleet did not present any effect from variation in exchange rate. During the periods analyzed, we started to operate in rent-a-car segment by acquisition of controlling interest of Unidas S.A. The table below sets forth our main operating data for the fiscal years ended December 31, 2017 and 2016:

In R$ thousand

Variation

Car Rental 12/31/2017 (*) 12/31/2016 (*)

2017 x 2016

Total Fleet 46,566 27,731 167.9%





% Rented fleet/Total 66.7% 83.5% (16.8) p.p.

% Operating fleet/Total 68.7% 86.2% (17.5) p.p.

% Rented fleet/Operating 97.0% 96.8% 0.2 p.p.

Number of vehicles purchased 19,747 9,122 216.5%


Average rate (R$ Monthly)¹ - Fleet Outsourcing 1,546 1,597 96.8%



(*) Refer to consolidated financial statements. The Company started to consolidate the financial information of Auto Ricci

S.A. in the Company's consolidated financial statements as from the merger by the Company of the shares issued by

Auto Ricci S.A., making it a wholly-owned subsidiary of the Company, which took place on May 11, 2017 (and Auto Ricci

S.A. was subsequently merged into the Company). Prior to said event, the Company did not have subsidiaries and,

therefore, had no consolidated financial statements. In addition, the financial income from the merger by the Company of

shares issued by Unidas S.A., which became a wholly-owned subsidiary of the Company, was consolidated in the

Company's Financial Statements as of March 9, 2018.

(**) Refer to balances of individual financial statements.

Average prices for fleet rental are influenced by (i) adjustment by indexes set forth in

current contracts, (ii) contractual renewal with the establishment of revised prices; and (iii)

pricing and new contracts. Thus, pricing of contracts with new customers and contractual

renewals started to reflect the expected increase in interest rates, in order to maintain our

margins at levels that we consider satisfactory.

Purchase and sale price of vehicles in our fleet did not present any effect from variation in exchange rate. During the periods analyzed, we did not introduce any new product or service on the market.

2. Effects of exchange rate variation in our revenues

Our revenues are not affected by changes in exchange rate. All our businesses are carried out in Brazil and the contracts with our customers are denominated in Reais. Additionally, the only foreign currency debt agreement (operation 4131) is hedged through a specific hedging instrument. Furthermore, exchange rate variations do not directly affect our main inputs and the price of the vehicles that make up our fleet.

3. Inflation effects in our revenues Our costs and expenses are denominated in Reais. We seek to offset cost increases from inflation and actual increases mainly with actions for internal productivity improvement and scale gains. In fleet rental contracts, we seek to offset such increases through contractual clauses that provide for adjustments based on the IGP-M or other inflation indexes. As a strategy to market consolidation, we do not always transfer the increase in costs to our fleet rental costs, in view of the gains in scale, provided that our profitability is not significantly affected. Considering the sale of used vehicles, increase in prices of new vehicles due to inflationary pressures tend to imply appreciation of our inventories of used vehicles, with potential to positively impact our results.

4. Introduction of new products and services The Company started to operate in rent-a-car segment, following the acquisition of controlling interest of Unidas S.A. and its subsidiaries, on March 9, 2018. Additionally, in the Fleet Outsourcing segment, the Company started offering the Unidas Livre product, which represents the offer of operating lease for new vehicles to individuals and, as from February 2019, it began offering Fleet Outsourcing services and products to the Agribusiness segment also through NTC, which was then acquired by the Company, strengthening its operations in this segment.

c. Impact of inflation, fluctuation in the prices of the main inputs and products, exchange and interest rates on the operating income and financial income expenses:

1. Impact of inflation on our operating results and operating income See item 10.2(b)(3) of this Reference Form.

2. Impact of variation of prices of the main inputs and products in our operating results and operating income. Our inputs substantially refer to spare parts and preventive and corrective maintenance services of our operating fleet, as well as fuel consumed by the rented fleet for the contracts in which we assume responsibility for the fuel supply of vehicles. The variation in such inputs’ prices is related to the fluctuation of IGP-M and of oil price. Our officers adopt a procurement policy that allows us to reduce the risk of purchases with no real need and/or outside market parameters and conditions, by means of quotation routines and the utilization of responsibility profiles for purchase approval. For discussion on price and products variation impact on our results, see item 10.2(b)(1) of this Reference Form.

3. Exchange rate impact on our operating results and operating income See item 10.2(b)(2) of this Reference Form.

4. Interest rate impact on our operating results and operating income See item 4.2 of this Reference Form for the table on interest rate risk.

10.3 Events with substantial effects, occurred and expected on Financial Statements a. Introduction or disposal of operating segment

There was no disposal of operating segments in fiscal years ended December 31, 2018, 2017, 2016, and in the nine-month period ended September 30, 2019. b. Establishment, acquisition or disposal of equity interest

b.1) Auto Ricci S.A.

On March 19, 2017, we entered into an “investment agreement” with the shareholders of Auto Ricci S.A. (“Auto Ricci”), which approval was given by the Board of Directors on the same date, to implement terms and conditions for the business combination between Auto Ricci and the Company. Below are the conditions for conclusion of the transaction:

CADE approval - granted and issued on April 10, 2017;

approval by shareholders at EGM (Extraordinary General Meeting) held on May 11, 2017. Main reasons for the business combination and description on how Auto Ricci was merged into the

Company

Within the scope of the strategic planning jointly defined by the Company's Executive Board and Board of Directors, the Company, with the merger of Auto Ricci S.A. into the Company, expects to access an extensive customers base, and significantly increase its scale of purchases. The merged Company is expected to capture significant economic-financial synergies from the optimization of the capital structure of Auto Ricci S.A., as well as gains resulting from the exchange of best practices between the two Companies. Auto Ricci, as well as Locamerica, operate in the segment of car rental without a driver, but it is more concentrated in the southern region of the country. Auto Ricci also operates in the sale of used vehicles, as an activity that derives from the main activity, as it is the case of Locamerica. b.2) Unidas S.A.

On December 27, 2017, Companhia de Locação das Américas (“Company” or “Locamerica”) signed an “investment agreement” with the shareholders of Unidas S.A. (“Unidas”), whose approval was given by the Board of Directors on the same date, for the purpose of implementing the terms and conditions for the business combination between Unidas and the Company. Below are the conditions for conclusion of the transaction: • CADE approval - granted and issued on January 23, 2018;

• approval by the shareholders at the Extraordinary General Meeting (EGM) held on March 9, 2018.

Main reasons for the business combination and description of how control of the acquired company was obtained by the acquirer

Within the scope of the strategic planning jointly defined by the Company's Executive Board and Board of Directors, the Company, with the acquisition of Unidas S.A. into the Company, expects to access an extensive customer base, and significantly increase its scale of purchases. The merged Company is expected to capture significant economic-financial synergies from the optimization of the capital structure of Unidas S.A., as well as gains resulting from the exchange of best practices between the two Companies. Unidas S.A., as well as Locamerica, operates in the segment of car lease without driver, but also operates in the “rent-a-car” segment. Unidas S.A. also operates in the sale of used vehicles, as an activity that derives from the main activity, as it is the case of Locamerica. b.3) Unidas Agro Locação de Veículos S.A. (formerly known as NTC Serviços Ltda.)

As of December 26, 2018, an investment agreement was signed between the Company and the shareholders of NTC Serviços Ltda., for the purpose of expanding the fleet of available vehicles of the Company, through the acquisition of equity interest and subsequent NTC merger of shares, a transaction that allows the Company to increase its current customer service platforms, through the expansion of the fleet and physical customers service points, and strengthen its position in the Agribusiness market. The Transaction was subject to the verification of certain conditions set forth in the Investment Agreement (including the transformation of the corporate type of NTC from limited liability company to joint stock company) by means of two distinct, but simultaneous steps:

(i) On the closing date, the Company acquired shares representing 55.55% of NTC's share capital for R$ 50,000 million from the shareholders Felipe José Gomes Ribeiro, Carlos Roberto Sabbag and Marcelo de Amorim Biagi ("NTC Shareholders"); and (ii) Then, on the same date, the Company will acquire all shares issued by NTC that are not owned by it ("Shares Consolidation"). Within the scope of the shares consolidation, each 1 NTC common share will be replaced with 0.075693842 registered, common, book-entry shares, with no par value issued by the Company. Accordingly, the Company will issue, in favor of NTC's Shareholders at the time of the Merger of Shares, a total of one million, three hundred and seventy-nine thousand, three hundred and ten (1,379,310) registered, common, book-entry shares, with no par value, representing 0.9328% of the Company's share capital at the time. On January 3, 2019, the General Superintendence of the Administrative Council for Economic Defense ("CADE") unrestrictedly approved the acquisition of unitary control provided for in the Investment Agreement entered into between the Company and NTC Serviços Ltda, the consummation of which will only take place after the legal period of fifteen (15) days for the filing of possible appeal against the decision rendered by CADE, and the resulting final and unappealable judgment. On January 31, 2019, the Extraordinary General Meeting approved the merger of Shares and its implementation, with the conversion of NTC into a wholly-owned subsidiary of the Company, and the resulting increase in the Company's share capital, to be subscribed and paid in upon contribution, at economic value, according to the Subscription Instrument, in accordance with Exhibit III, of 17,528,101 NTC shares that are not owned by the Company, observing that: (a) the Company's capital increase was of R$ 36,773 thousand; (b) 1,379,310 registered and book-entry common shares, with no par value, representing 0.9328% of the Company's share capital at the time were issued; and (c) thus, the Company's share capital increased from R$ 1,969,517 to R$ 2,006,289. Methodology used to determine the fair value of the acquired companies

The fair value estimate of the assets acquired and liabilities assumed by management with the support of its independent consultants, considered the following methodologies: i) Customers contracts/portfolios: fair value of intangible assets from customer relationships was determined considering the MPEEM (Multi Period Earning Excess Method). ii) Property, plant and equipment and vehicles under demobilization for fleet renewal: The evaluation criteria adopted to determine the market value of these assets consisted of:

for the evaluation of automobiles, the ownership certificates and spreadsheets provided by the acquired Company were used, reconciled with accounting, from which the make, model, manufacture year, and model year were collected. The fair value of these assets was determined based on market surveys of sector-specific publications (FIPE - Institute of Economic Research of the University of São Paulo), considering the sales background of vehicles in relation to the FIPE table. iii) Brand: fair value of intangible assets from the brand was calculated considering the “Relief from royalties” method; iv) Contingencies: fair value of contingent liabilities was calculated based on an estimate by external legal advisors, according to probability and possibility of loss of the assessed causes. c. Nonrecurring events or transactions

Not applicable

10.4 Significant changes in accounting practices – Exceptions and emphases in the auditor’s opinion a. Significant changes in accounting practices The only significant changes in our accounting practices for the fiscal years ended December 31, 2018, 2017, 2016, and the nine-month period ended September 30, 2019, are described below. • IFRS 9/CPC 48 - Financial instruments In July 2014, IASB issued IFRS 9, which addresses the recognition and measurement of financial assets and liabilities, as well as purchase and sale agreements for non-financial items. This standard replaces IAS 39 – Financial Instruments: Recognition and Measurement. In December 2016, CVM approved CPC 48 through Resolution No. 763/16, which is equivalent to the IFRS mentioned. The Company and its subsidiaries adopted the new standard on January 1, 2018, the effective date of early adoption. Classification, measurement, and impairment: Investments and accounts receivable are maintained to fund contractual cash flows and shall generate cash flows representing only payments of principal and interest. Locamerica and its subsidiaries analyzed the contractual cash flow characteristics of these instruments and concluded that they meet the measurement criteria of amortized cost in accordance with IFRS 9. IFRS 9 requires the Group to record the expected credit losses from all its financial assets, based on a period of 12 months or perpetually. As of January 1, 2018, the Group started to record a provision for expected losses during the whole life of accounts receivable. The impact of the initial adoption on shareholders' equity of the financial statements previously presented was of R$5,885 thousand. Estimated losses were calculated based on the actual experience of credit loss in the last year. The Company calculated loss rates separately for each type of customer, using the percentage of default observed in the period up to 360 days after maturity, since, after this period, the effectiveness of the collection processes is no longer representative. Positions within each type of customer were segregated based on credit risk characteristics, such as credit risk classification, type of product purchased and default level. Considering cost-benefit ratio and its impact in interim financial information, the Company did not restate comparative information from prior fiscal years arising from changes in classification and measurement of financial instruments (including expected credit losses). As demonstrated above, the differences in accounting balances of financial assets and liabilities resulting from the adoption of IFRS 9 were recognized in profits reserve as of January 1, 2018. The new rules on hedge accounting are in line with the Group's risk management practices. The greater impact of hedge accounting resulting from CPC 48 is related to the hedge accounting documentation that is applied by the Company. • IFRS 15/CPC 47 - Revenue from Contracts with Customers In May 2014, IASB issued IFRS 15, which addresses recognition of revenues from contracts with customers in accordance with the transfer of related goods and services to the customer, in amounts that reflect the payment to which the Company expects to be entitled to upon transfer of such goods and services, and replaces IAS 18 – Revenue, IAS 11 – Construction Contracts and related interpretations. In December 2016, CVM approved CPC 47 through Resolution No. 762/16, which is equivalent to the IFRS mentioned. The Group adopted the new standard on January 1, 2018, the effective date of initial implementation.

The Group conducted a detailed analysis of IFRS 15 and has not identified material impacts in relation

to the accounting practices currently adopted.

IFRS 16/CPC 06 – Leases

With this new standard, lessees will have to recognize liabilities for future payments and the right to use the leased asset for practically all lease agreements, including operating leases, and certain short-term contracts or contracts with small amounts may not be within the scope of this new standard. The criteria for recognizing and measuring leases in the lessors' financial statements are substantially maintained. IFRS 16 enters into force for fiscal years beginning on or after January 1, 2019 and replaces IAS 17/CPC 06 - "Leases" and corresponding interpretations. The Group intends to apply the full retrospective model and will restate the comparative values for the year prior to the first adoption. The Group defined a team for the project that reviewed all of the Group's lease agreements over the last year in light of the new lease accounting rules in IFRS 16. The standard will affect, in particular, the accounting of the Group's operating leases. The Company opted to use the exemptions proposed by the standard for short term lease agreements or for which the asset subject matter is of low value. The Group has leases for certain office equipment (such as printers and copiers) that are considered low value. The Company applied the simplified prospective model of the standard and will not restate comparative figures for the year prior to the first adoption. The Company recognized right-of-use assets, as well as lease liabilities in the amount of R$ 98,774 thousand in the consolidated on January 1, 2019, of which R$ 21,419 thousand in the parent company. b. Significant effects of changes in accounting practices For information on significant effects of changes in accounting practices, see item 10.4(a) of this Reference Form. c. Exceptions and emphases in auditor’s opinion There are no paragraphs of exceptions and emphasis in the independent auditors' reports on the financial statements as of December 31, 2018, 2017, and 2016, and quarterly information as of September 30, 2019.

10.5 Critical accounting policies Accounting estimates and judgments are reviewed constantly. They are based on past experience and other factors, including expectations of future events, which are considered reasonable under the circumstances. The Group makes estimates about the future based on assumptions. By definition, the resulting accounting estimates will seldom be the same as the actual results. The estimates and assumptions that pose a significant risk, with the likelihood of causing a substantial adjustment to the carrying amounts of assets and liabilities for the next fiscal year, are shown below: (a) Residual value of vehicles The Company and the Group often estimate the residual value of the vehicles (estimated value of sale after its useful life less estimated sales expenses), which consequently has an impact on the depreciation costs of operating vehicles. Such estimate considers several assumptions with a high degree of judgment, such as estimated sale price. Any changes in these assumptions used may imply a change in income of discounted cash flow and, consequently, in valuation or devaluation of these assets. (b) Fair value of derivatives Fair value of financial instruments that are not traded in active markets is determined by use of the valuation techniques. The Group uses its judgment to choose methods and define assumptions that are based primarily on the market conditions existing at the balance sheet date. (c) Allowance for estimated losses from doubtful accounts (PECLD) The Group considers, in the PECLD measurement, the expected credit losses. Additionally, the Group continuously evaluates its portfolio of receivables in order to identify if there is evidence of impairment on the securities of each customer that makes up the portfolio. If so, the Group assesses whether the defaulting customer has provided security interests and whether it is sufficient to cover the Group's net exposure. If the security interests are not sufficient, the Group recognizes the allowance for doubtful accounts, classified as "selling expenses".

(d) Premium and trademark impairment Every year, the Group tests possible premium impairment, in accordance with the accounting policies presented. The recoverable amounts of Cash Generating Units (CGUs) are determined based on calculations of the value in use, based on estimates. Goodwill is allocated to Cash Generating Units (CGUs), identified according to the operating segment. (e) Lease (IFRS 16) The Group opted for the adoption of the prospective approach as the transition method on January 1, 2019, so the comparative periods are not being restated. The use of this approach has substantially impacted the lease agreements for used vehicles stores, rent-a-car stores, and administrative properties maintained until the adoption of the standard as operating lease. In order to apply IFRS 16, the Group adopted the following significant assumptions:

• Beginning of the lease term - The Group defined the beginning of the lease term as the date on which it begins to exercise the right to use the property. In this sense, the Group has determined the date of signature of the agreements, since, from that date, it will control operational aspects of the property such as renovations and preparation of the physical environment. For agreements existing at the transition date (January 1, 2019), the transition date of IFRS 16 was considered as the agreement start date;

• Lease term - period for which the Group contracted the lease of the property. The Group has adopted the term of each agreement plus expected use of the property exceeding the original term of the agreement when it is contractually provided for the option of renewal concomitant with the relevance of the property in the Group's operation, as well as the availability of similar assets;

• Indefinite term agreements - The Group is a lessee in some indefinite term agreements. Considering that both the lessor and the lessee have the right to cancel the agreement at any time, the Group understands that these agreements will be accounted for in the short term (1 year);

• Fixed payments in essence - These are payments over the lease term that the Group is or may be required to make. The Group determined as fixed payments in essence the amounts determined as fixed by the lessor (minimum contractual leases). The Group did not consider, for purposes of measurement of right-of-use assets and lease liabilities, variable rent payments arising from invoicing, which are recorded as expenses in the statement of income for the year over the lease term;

• Additional lessee financing interest rate - The Group considered, for all agreements with related parties and third parties, interest rates required to acquire assets on terms similar to those of the leases contracted at the date of signature. The rates adopted by the Group consider the funding cost based on the CDI (Interbank Deposit Certificate) plus a risk spread of the Group. These interest rates were evaluated considering the lease period with the effect of the intention of renewal;

• Depreciation of right-of-use assets - The Group's lease agreements do not contain clauses that allow the Group to exercise the acquisition of ownership of the asset (used vehicles and rent-a-car stores) at the end of the lease term. Thus the useful life of these assets in the absence of impairment will be the contractual term. The Group adopts the allocation of depreciation of right-of-use assets on a systematic and straight-line basis. It is noteworthy that the Group will periodically reassess the useful life of the rights of use whenever it presents changes in strategic business plans and intentions of lessors in the continuity of the agreement;

• Financial charges arising from lease agreements - The financial charge is recognized as a financial expense and appropriated each period during the lease term. Contingent payments are registered as expenses in the income for the year as incurred;

• Recoverable value of right-of-use assets - The Group will continue to apply Technical Pronouncement CPC 01 - Assets Impairment, and will periodically evaluate impairment indicators.

10.6 Material items not disclosed in the financial statements a. The assets and liabilities held by the Company, either directly or indirectly, classified as off-balance sheet items, such as: We do not have substantial assets or liabilities that are not recorded in our financial statements and related notes for the years ended December 31, 2018, 2017, 2016, and for the nine-month period ended September 30, 2019. 1. Operating leases, assets and liabilities For details of the operating leases, see item 10.4a) on changes to IFRS standard 16. 2. Receivables portfolios written off against which the entity holds risks and responsibilities, indicating the respective liabilities Not applicable, since we do not have substantial assets or liabilities that are not recorded in our financial statements and its respective notes, as well as in this Reference Form. 3. Contracts for future purchase and sale of products or services Not applicable, since we do not have substantial assets or liabilities that are not recorded in our financial statements and its respective notes, as well as in this Reference Form. 4. Unfinished construction contracts Not applicable, since we do not have substantial assets or liabilities that are not recorded in our financial statements and its respective notes, as well as in this Reference Form. 5. Future financing agreements Not applicable, since we do not have substantial assets or liabilities that are not recorded in our financial statements and its respective notes, as well as in this Reference Form. b. Other items not disclosed in financial statements. Not applicable, since we do not have substantial assets or liabilities that are not recorded in our financial statements and its respective notes, as well as in this Reference Form.

10.7 Comments on items not disclosed in financial statements

a. How such items change or may change income, expenses, operating income, financial expenses or other items in the Company’s financial statements As discussed in item 10.6 of this Reference Form, there are no items not evidenced in our financial statements and respective notes. b. Nature and purpose of the transaction Not applicable. c. Nature and amount of obligations assumed and rights generated in favor of the Company as a result of the transaction Not applicable.

10.8 Business plan a. Investments, including: Quantitative and qualitative description of investments in progress and expected investments. Our main investment objective is the acquisition of vehicles to carry out our fleet rental activity. As of September 30, 2019, our fleet consisted of 153,596 vehicles, corresponding to a gross amount of property, plant and equipment of R$ 6,131.1 million. In the nine-month period ended September 30, 2019, we made a gross investment of R$ 3,073.7 million for the acquisition of 65,915 vehicles in our fleet destined for renewal and growth. In the year ended December 31, 2018, we made a gross investment of R$3,004.0 million for the acquisition of 84,533 vehicles in our fleet designed for renewal and growth. 1. Sources of investment financing We use own capital structure and leverage to develop our business plan. Our fleet renewal uses resources generated by operating activities and sale of used vehicles at the end of lease agreements. As a resource for our expansion strategy, we obtain loans and financing from the country's main financial institutions, mostly leases, or from the market, by issuance of debentures. 2. Material divestitures in progress and expected divestitures No significant divestitures were carried out in fiscal years ended December 31, 2018, 2017, 2016, and in the nine-month period ended September 30, 2019. We do not have current material divestment projects. b. Provided it has been disclosed, indicate the acquisition of plants, equipment, patents or other assets that must materially influence the Company’s production capacity There has been no disclosure on acquisition of plant, equipment, patents or other assets that significantly influenced our production capacity until the date of this Reference Form. c. New products and services Until the date of preparation of this Reference Form, there is no provision for the implementation of new products and services in relation to the existing portfolio.

10.9. Other factors with material influence In addition to item 10.1 (f) above, on the date of this Reference Form, the Company has the following relevant financial agreements:

PUBLIC OFFERING FOR THE DISTRIBUTION OF THE SINGLE SERIES OF THE 17TH ISSUANCE OF AGRIBUSINESS RECEIVABLE CERTIFICATES OF ECO SECURITIZADORA DE DIREITOS CREDITÓRIOS DO AGRONEGÓCIO S.A. Unidas Agro Locação de Veículos S.A. entered into, on November 1, 2019, the Agribusiness Credit Rights Securitization Instrument for the issuance of single series agribusiness receivable certificates of the 17th Issuance of Eco Securitizadora de Direitos Creditórios do Agronegócio S.A. The issuance of the Agribusiness Credit Rights Certificate ("CDCA") was approved by Unidas Agro Locação de Veículos S.A. at the Extraordinary General Meeting held on November 1, 2019. One hundred and twenty-five thousand (125,000) agribusiness receivables certificates ("CRA") were issued, with unit par value, on the issuance date of the CRA, of one thousand reais (R$ 1,000.00), initially making up the amount of one hundred and twenty-five million reais (R$ 125,000,000.00). The CRAs will be guaranteed by the CDCA issued by Unidas Agro Locação de Veículos S.A. PUBLIC OFFERING OF THE 14th ISSUANCE OF SIMPLE, NON-CONVERTIBLE INTO

SHARES DEBENTURES, IN A SINGLE SERIES, OF THE UNSECURED TYPE,

HAVING ADDITIONAL PERSONAL GUARANTEE, BY UNIDAS S.A.

On November 18, 2019, Unidas S.A. issued two hundred thousand (200,000) simple,

non-convertible into shares debentures, in a single series, of the unsecured type, having

a personal guarantee granted by the Company, with a par value of one thousand reais

(R$ 1,000.00), totaling two hundred million reais (R$ 200,000,000.00), for public

distribution with restricted distribution efforts, pursuant to CVM Instruction No. 476.

The issuance of the debentures was approved by the Extraordinary General Meeting of

Unidas S.A., and the granting of the guarantee was approved by the Company's board

of directors meeting, both held on November 12, 2019.

UNIDAS AGRO ACQUISITION The Company acquired Unidas Agro Locação de Veículos S.A. on January 31, 2019, which impacted the comparability with the previous period. The combined pro forma financial information was prepared to provide comparability of the combined information on September 30, 2019, and September 30, 2018. We present such information below:

Companhia de Locação das Américas Pro forma consolidated statement of income (unaudited) Fiscal year ended December 31, 2018

(In thousands of Reais)

Companhia de Locação das

Américas and subsidiaries

Unidas S.A. and subsidiaries (*)

Unidas Agro Locação de

Veículos S.A.

Allocation of the purchase price

(note 3)

Impact of the financial expenses

(note 3)

Total consolidated

pro-forma

Operating revenue 2,917,195 351,310 137,141 3,405,646 Cost of lease and sales of vehicles (2,032,922) (248,683) (99,513) (10,486) (2,391,604)

884,273 102,627 37,628 (10,486) 1,014,042 Gross profit

Administrative expenses and sales (329,876) (69,843) (9,629) (9,352) (418,700) Other operating income (expenses) (7,887) (974) 46 (8,815)

Profit before financial income and taxes 546,510 31,810 28,045 (19,838) 586,527

Financial revenues 57,388 3,426 240 61,054 Financial expenses (361,772) (32,177) (16,676) (9,276) (419,901)

Financial expenses, net (304,384) (28,751) (16,436) (9,276) (358,847)


242,126 3,059 11,609 (19,838) (9,276) 227,680

Deferred and current income tax and social contribution (52,924) 53 (4,458) 6,745 3,154 (47,430)

Net income for the fiscal year 189,202 3,112 7,151 (13,093) (6,122) 180,250

(*) The consolidated financial information of Unidas S.A. are related to the income for the period from January 1, 2018, to March 8, 2018, the day before business combination.

Companhia de Locação das Américas Pro forma consolidated statement of income (unaudited) Nine-month period ended September 30, 2019





Veículos S.A. (**)

Allocation of the purchase price (note

3)


(note 3)

Total consolidated pro-

forma

Operating revenue 3,537,662 15,876 3,553,538 Cost of lease and sales of vehicles (2,574,829) (12,847) (5,587) (2,593,263)

Gross profit 962,833 3,029 (5,587) 960,275

Administrative expenses and sales (373,320) (1,416) (7,014) (381,750) Other operating revenues 362 7 369

Profit before financial income and taxes 589,875 1,620 (12,601) 578,894

Financial revenues 41,864 490 42,354 Financial expenses (324,852) (3,323) (279) (328,454)

Financial expenses, net (282,988) (2,833) (279) (286,100)

Income before income tax and social contribution 306,887 (1,213) (12,601) (279) 292,794

Deferred and current income tax and social contribution (64,745) 378 4,284 95 (59,988)

Net income for the period 242,142 (835) (8,317) (184) 232,806

(**) The consolidated financial information of Unidas Agro Locação de Veículos S.A. are related to the income for the period from January 1, 2019, to January 30, 2019, the day before the business combination.

Companhia de Locação das Américas Pro forma consolidated statement of income (unaudited) Nine-month period ended September 30, 2018




Unidas S.A. and subsidiaries (*)


Veículos S.A.

Allocation of the purchase price

(note 3)


(note 3)

Total consolidated pro-forma

Operating revenue 2,020,632 351,310 100,322 2,472,264 Cost of lease and sales of vehicles (1,418,739) (248,683) (72,045) (8,623) (1,748,090)

Gross profit 601,893 102,627 28,277 (8,623) 724,174

Administrative expenses and sales (222,606) (69,843) (6,988) (7,014) (306,451)

Other operating income (expenses) 1,480 (974) 37 543

Profit before financial income and taxes 380,767 31,810 21,326 (15,637) 418,266

Financial revenues 35,842 3,426 183 39,451 Financial expenses (252,194) (32,177) (11,744) (8,366) (304,481)

Financial expenses, net (216,352) (28,751) (11,561) (8,366) (265,030)

Income before income tax and social contribution 164,415 3,059 9,765 (15,637) (8,366) 153,236

Deferred and current income tax and social contribution (37,489) 53 (2,013) 5,317 2,844 (31,288)

Net income for the period 126,926 3,112 7,752 (10,320) (5,522) 121,948

(*) The consolidated financial information of Unidas S.A. are related to the income for the period from January 1, 2018, to March 8, 2018, the day before business combination.

1 Description of transactions and basis for preparation of pro forma consolidated financial information (unaudited) As of December 27, 2017, Companhia de Locação das Américas ("Company" or "Locamerica") signed an "investment agreement" with the shareholders of Unidas S.A. and its subsidiaries ("Unidas"), which approval was given by the Board of Directors on the same date, for the purpose of implementing the terms and conditions for the business combination between Unidas and the Company, conditioned to approvals of CADE and by the Company's shareholders. • CADE approved the transaction on January 22, 2018; • The transaction was approved by shareholders at an EGM held on March 9, 2018, date of the business combination. In addition, on December 26, 2018, the Company signed an "investment agreement" with the shareholders of Unidas Agro Locação de Veículos S.A. ("Unidas Agro"), formerly known as NTC Serviços Ltda., which approval was given by the Board of Directors on the same date, for the purpose of implementing the terms and conditions for the business combination between Unidas Agro and the Company, conditioned to approvals of CADE and by the Company's shareholders. • CADE approved the transaction on January 3, 2019; • The transaction was approved by the shareholders at an Extraordinary General Meeting (EGM) held on January 31, 2019, date of the business combination. In order to assist potential and current shareholders of the Company regarding the predictability of these transactions (considering the "combined" effect of Locamerica, Unidas, and Unidas Agro) in relation to possible stock market transactions, the Company has prepared pro forma consolidated statements of income, which consider the effect of Unidas and Unidas Agro acquisitions by Locamerica as if the acquisitions had taken place on January 1, 2018.

2 Basis for presentation of pro forma consolidated financial information (unaudited) This pro forma consolidated financial information has been prepared and is presented in accordance with Brazilian Accounting Standard CTG 06 - Presentation of Pro Forma Financial Information, approved by the Federal Accounting Council, which is based on Technical Orientation OCPC06-Presentation of Pro Forma Financial Information, issued by the Accounting Pronouncements Committee (CPC), and should be read in conjunction with, as well as referred to in its entirety and derived from: (i) individual and consolidated financial statements of the Company, prepared in accordance with the accounting practices adopted in Brazil and the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) for the fiscal year ended December 31, 2018, audited by PricewaterhouseCoopers Auditores Independentes, which audit report on the financial statements was issued on February 25, 2019, without exceptions; (ii) individual and consolidated quarterly financial information of the Company, contained in the Quarterly Information Form - ITR, prepared in accordance with technical pronouncement CPC 21- Interim Statement and with the international standard IAS 34 – Interim Financial Reporting, issued by IASB, for the quarter ended September 30, 2019, reviewed by PricewaterhouseCoopers Auditores Independentes, which review report on the quarterly financial information was issued on November 7, 2019, without exceptions; (iii) Unidas Agro's individual financial statements, prepared in accordance with the accounting practices adopted in Brazil, for the year ended December 31, 2018, audited by Grant Thornton Auditores Independentes, whose audit report on the financial statements was issued on January 16, 2019, without exceptions;

(iv) Unidas Agro's individual interim financial statements, prepared in accordance with the accounting practices adopted in Brazil, for the nine-month period ended September 30, 2019, reviewed by PricewaterhouseCoopers Auditores Independentes, whose quarterly financial information review report was issued on November 7, 2019, without exceptions. CTG 06 – Presentation of pro forma financial information (unaudited) The pro forma consolidated statements of income reflect the effects of the acquisition of 100% of the share capital of Unidas and Unidas Agro, acquired companies, in our income, as if such acquisition had occurred as of January 1, 2018. The pro forma financial information (unaudited) has been compiled, prepared, edited and presented for informative purposes only and should not be interpreted as indication of our future consolidated financial statements or as our current consolidated statements of income, if the aforementioned business combination had occurred on January 1, 2018.

3 Adjustments to pro forma consolidated financial information (unaudited) The pro forma consolidated financial information was prepared and presented based on the historical accounting statements of each entity and the pro forma adjustments were determined based on assumptions and estimates, which we believe are reasonable and include the following adjustments:

(a) Price at acquisition and allocation of purchase price – Unidas S.A Reflects the allocation of acquisition cost of the assets and liabilities, as if the acquisition of 100% of Unidas' equity interest (which occurred on March 9, 2018) had occurred on January 1, 2018. The acquisition cost was R$1,455.694, equivalent to 100% of Unidas’ share capital, realized as follows: • Acquisition in cash of 40.3% of Unidas’ share capital in the amount of R$397,714; • Acquisition of remaining shares (59.7%) of Unidas by merger of shares. As a result of such merger of shares, Locamerica issued 34,394,360 new shares. The price for determination of purchase price to be presented in pro forma financial information considers the opening price on March 9, 2018 (R$30.76). March 9, 2018

Amount paid in cash 397,714

Amount related to merger of shares 1,057,980

Acquisition cost of 100% of Unidas 1,455,694

The value of the assets and liabilities acquired was measured at fair value on the interest acquisition date, in accordance with Technical Pronouncement CPC 15 - Business Combination. The valuation techniques applied and the breakdown of fair value adjustment of assets and liabilities are shown below:

March 9, 2018

Acquisition amount 1,455,694

(-) Amount of shareholders’ equity of Unidas 766,057

(-) Asset appreciation of “contracts backlog” (1) 31,173

(-) Asset appreciation of brand (1) 26,406

(-) Asset appreciation of vehicles for demobilization and fleet renewal (1) 266

(-) Asset appreciation of property, plant and equipment (1) 28,400

(+) Loss of contingent liability (1) (65,413)

(+) Deferred taxes on business combination (16,750)

(=) Goodwill on acquisition of Unidas 685,555

(1) Differences between the market value and the carrying amount were identified for the following

assets acquired and liabilities assumed: property, plant and equipment, vehicles for demobilization and fleet renewal, “contracts backlog” (revenue contracted, but not yet realized), brand and contingent liabilities.

(b) Price at acquisition and allocation of purchase price – Unidas Agro Locação de Veículos S.A.

Reflects the allocation of acquisition cost of the assets and liabilities, as if the acquisition of 100% of Unidas Agro equity interest (which occurred on January 31, 2019) had occurred on January 1, 2018. The acquisition cost was of R$ 105,172, equivalent to 100% of Unidas Agro share capital, which was realized as follows: • Acquisition in cash of 55.55% of Unidas Agro's share capital in the amount of R$ 50,000; • Acquisition of remaining shares (44.45%) of Unidas Agro by merger of shares. As a result of such merger of shares, Locamerica issued 1,379,310 new shares. The price for determination of purchase price to be presented in pro forma financial information considers the opening price on January 31, 2019 (R$ 40.00).

January 31, 2019

Amount paid in cash 50,000

Amount related to merger of shares 55,172

Acquisition cost of 100% of Unidas Agro 105,172

The value of the assets and liabilities acquired was measured at fair value on the interest acquisition date, in accordance with Technical Pronouncement CPC 15 - Business Combination. The valuation techniques applied and the breakdown of fair value adjustment of assets and liabilities are shown below:

January 31, 2019

Acquisition amount 105,172

(-) Amount of shareholders' equity of Unidas Agro 37,850

(-) Asset appreciation of the "Vehicles in demobilization for fleet renewal" (1)

2,770

(-) Asset appreciation of the property, plant and equipment - Vehicles (1) 2,145

(-) Asset appreciation of the customer portfolio (1) 6,657

(+) Deferred taxes on business combination (1) (3,934)

(=) Goodwill on acquisition of Unidas Agro 59,684

(1) Differences between the market value and the carrying amount were identified for the following

assets acquired and liabilities assumed: property, plant and equipment, vehicles for demobilization and fleet renewal, “contracts backlog” (revenue contracted, but not yet realized).

(c) Allocation of purchase price

For presentation purposes of pro forma consolidated financial information, as it is set forth by OCPC 06, the Company included in pro forma consolidated statements of income the amortization effects of allocation of purchase price described above, as such allocation had occurred on January 1, 2018. In addition, the Company considered financial expenses from the loans taken to settle the amounts paid in cash.

Amount

Amortization period of

asset appreciation

(depreciation) - In months

Impact on pro forma income for the period ended

December 31, 2018

Impact on pro forma income

for the nine-month period

ended September 30,

2019

Impact on pro forma income

for the nine-month period

ended September 30,

2018

Amortization of asset appreciation and depreciation from acquisition of Unidas S.A.:

(-) amortization of asset appreciation of "contracts backlog - Expenses with Sales (a)

31,173

47

(7,993)

(5,995) (5,995)

(-) brand asset appreciation (possible impairment) - (b) 26,406

(-) amortization of asset appreciation of vehicles for demobilization and fleet renewal - COGS (c)

266

3

(266) (266)

(-) depreciation of asset appreciation of vehicles – property, plant and equipment - COGS (c) 28,400

49

(6,927)

(5,195) (5,195)

(+) amortization of fair value of contingent liabilities (d)

(65,413)

Amortization of asset appreciation and depreciation from acquisition of Unidas Agro:

(-) amortization of asset appreciation of "contracts backlog - Expenses with Sales (a)

(1,019) 6,657 59 (1,359) (1,019)

(-) amortization of asset appreciation of vehicles for demobilization and fleet renewal - COGS (c)

3

(2,770)

(2,770) 2,770

(+) depreciation of asset appreciation of vehicles – property, plant and equipment - COGS (c)

(392) 2,145 49 (523) (392)

Effect of interest on cash portion paid

(-) Effect of interest in cash installment paid in Unidas S.A. – Financial Expenses (e)

(5,663) (5,663)

(-) Effect of interest in cash installment paid in Unidas Agro Locação de Veículos S.A. – Financial Expenses (e)

(3,613)

(279) (2,703)

(=) Subtotal (29,114) (12,880) (24,003)

(-) Effect of income tax and social contribution 9,899 4,379 8,161

(=) Impact from acquisition on consolidated net income

(19,215)

(8,501) (15,842)

(a) Amortization of asset appreciation of revenue to be realized from contracts entered into (contracts

backlog): amortization of asset appreciation of contracts backlog considers the remaining terms of contracts with balances realizable.

(b) Amortization of brand: Considering the Company does not intend to discontinue Unidas brand, we understand that the brand is an intangible asset with an indefinite useful life and is only realized when its impairment is identified, either for its discontinuity or for other reasons identified in CPC 01 - Assets Impairment.

(c) Depreciation of asset appreciation on property, plant and equipment and of vehicles for demobilization and fleet renewal: depreciation of asset appreciation considers the depreciation term of vehicles to which it is related.

(d) The amortization of depreciation on contingent liabilities depends on the decisions related to

proceedings to which the loss is allocated. (e) In addition to the impacts of amortization of purchase price allocation, for the purpose of presenting

this pro forma consolidated financial information, the Company considered:

(i) financial expenses from the loan taken to settle the purchase price paid in cash referring to the acquisition of Unidas, with reference to the 15th issuance of debentures of the Company that has a funding cost of CDI plus average weighted spread of 1.36% p.a. (ascertained for the corresponding period presented); and

(ii) financial expenses from the loan taken to settle the purchase price paid in cash referring to the acquisition of Unidas Agro, with reference to the 17th issuance of debentures of the Company that has a funding cost of 113% of the CDI (ascertained for the corresponding period presented).

4 Adjusted pro forma EBITDA compilation (additional information)

We present below, as an additional information, the compilation of pro forma EBITDA ("pro forma EBITDA") for the nine-month periods ended September 30, 2019, and 2018, and for the fiscal year ended December 31, 2018, which consists of net income for the period/fiscal year added by financial income, income tax (IR) and social contribution on net income (CSLL), depreciation and amortization, and calculated based on pro forma statements of income. The adjusted pro forma EBITDA is formed by pro forma EBITDA, prepared pursuant to CVM instruction 527 of October 4, 2012, adjusted by exclusion of expenses considered as non-recurring by the management, recorded in administrative expenses related to acquisition of Unidas and expenses with stock options (payment based on shares). The adjusted pro forma EBITDA may not be comparable to definitions of adjusted EBITDA used by other companies.

Year ended on

December 31, 2018


September 30, 2019


September 30, 2018

Proforma net income for the year/period 180,250 232,806 121,948 (+) Depreciation and amortization (a) 358,419 351,924 266,805 (+) Depreciation and amortization (pro forma purchase price allocation)

19.838 12,601 15,637

(+) Net financial expenses 358,847 286,100 265,030 (+) Income tax (IR) and social contribution on net income (CSLL)

47,430 59,988 31,288

Pro forma EBITDA 964,784 943,419 700,708

Expenses related to the acquisition of Unidas S.A. (b)

49,078 49,078

Expenses with stock options (a) 8,724 10,216 7,505

Adjusted pro forma EBITDA 1,022,586 953,635 757,291

(a) The amounts were taken from the statements of cash flows of the historical financial statements of the Companies.

The amounts were taken from the notes to the general and administrative expenses of the historical

financial statements of the Companies.

11.1. Projections should identify:

Pursuant to article 20 of CVM Instruction No. 480, the disclosure of projections and estimates in this

Reference Form is optional, provided that our management has not disclosed projections and estimates.

Therefore, since we have not disclosed projections and estimates so far, we have also chosen not to

disclose in this Reference Form projections of any nature (including operating and financial) related to our

business or activities.

11.2. In the event that the issuer has disclosed, during the past 3 fiscal years, projections on the

evolution of its indicators

There was no disclosure of projections by our management during the past three fiscal years.

12.1. Describe the issuer's administrative structure, as established in its bylaws and internal

regulations, identifying:

a. duties of the board of directors and of the permanent bodies and committees that report to

the board of directors, stating:

i. if they have their own internal regulations, if so, the body responsible for approval, date of

approval, and, if the issuer discloses these regulations, places on the worldwide computer network

where such documents can be verified

Board of Directors

Our Board of Directors is a joint decision-making body responsible for establishing our general business

policies and guidelines, including our long-term strategy, control and performance monitoring. The Board of

Directors is also responsible, among other duties, for overseeing the management of our officers.

Our Bylaws establish a minimum number of 5 and a maximum of 7 directors, of which one will be the

Chairman and another the Vice-Chairman. Directors are elected at a General Meeting for a unified term of

two years, and may be re-elected and dismissed at any time and shall remain in office in their respective

positions until the investiture of their successors. The investiture of its members shall depend on the signing

of an instrument of investiture that must address its subjection to the arbitration clause provided for in our

Bylaws.

According to Novo Mercado Regulation, at least 2 or 20%, whichever is greater, of our directors must be

independent directors.

It is incumbent upon the Board of Directors, under the terms of our Bylaws and without prejudice to other

responsibilities attributed by law:

(i) to establish the general instruction of the Company's business, ensuring its proper execution;

(ii) to call the General Meeting in the cases provided for in law or when it deems convenient;

(iii) to express its previous opinion on any proposal to be submitted to the General Meeting;

(iv) to elect and dismiss the Executive Board and determine their duties and remuneration, as well as resolve

on the change in number of members and composition, subject to the provisions applicable in Bylaws and

applicable legislation;

(v) to distribute among the Directors and Officers, individually, the portion of the global annual compensation

of the managers fixed by the General Meeting;

(vi) to approve the creation of technical or advisory committees to advise the Board;

(vii) to express its opinion on the management report and the accounts of the Executive Board, as well as

on financial statements for the fiscal year to be submitted to the Annual General Meeting, and to submit to

the Annual General Meeting a proposal for allocation of net income for each fiscal year;

(viii) to approve the Company's annual business plan and annual budget, possible expansion projects, and

investment programs, as well as to monitor its execution;

(ix) to evaluate the quarterly results of the Company;

(x) to approve (i) any acquisition or disposal of interest in the share capital of any Subsidiary, affiliate, or

any other company or consortium, and (ii) the creation and extinction of subsidiaries, in Brazil or abroad;

(xi) to approve the contracting of financial obligations by the Company and its subsidiaries which value,

individually considered, exceeds fifty million reais (R$50,000,000.00);

(xii) to monitor the Executive Board management, examine the books and documents of the Company at

any time, request information on contracts entered into or to be entered into by the Company, and any other

acts deemed necessary;

(xiii) to approve the human resources policy and remuneration, rights, and benefits criteria of the Company's

managers and employees;

(xiv) to grant stock options to its managers and employees, without preemptive right to shareholders under

the terms of plans approved by General Meeting, pursuant to Article 8 of the Bylaws;

(xv) to elect and dismiss independent auditors;

(xvi) to submit to the General Meeting proposals for capital increase above the limit of the authorized capital

or with payment in assets, as well as the amendment to the Bylaws;

(xvii) to authorize the issuance of shares or debentures convertible into shares within the limit of the

authorized capital, debentures not convertible into shares or other securities, as well as issuances for the

raising of funds, such as notes, commercial papers, or others of common use in the market, resolving on

their issuance and redemption conditions, with powers to exclude (or reduce the term of) preemptive right

in issuance of shares, warrants, and convertible debentures within the authorized capital which call is made

through (i) sale at stock exchange, (ii) public subscription, or (iii) exchange for shares in a public offering for

acquisition of control, under the terms established by applicable law;

(xviii) to resolve on the acquisition of shares issued by the Company for purposes of cancellation or holding

in treasury, as well as on resale or new placement in the market or cancellation, subject to the standard

issued by the CVM and all other applicable legal provisions;

(xix) to report interim dividends, as well as interest on equity, pursuant to the Corporations Act and other

applicable laws;

(xx) to approve the provision of any collateral;

(xxi) to provide favorable or opposite statement as regards any shares acquisition public offering which

purpose is the shares issued by the Company by means of a grounded previous opinion, disclosed within

up to fifteen (15) days from the publication of the notice of public offer for acquisition of shares, which shall

include at least: (i) the convenience and timeliness of the public offer for acquisition of shares regarding the

interest of the shareholders as a whole, including in relation to the price and potential impacts to liquidity of

the shares; (ii) the repercussions of the public offer for acquisition of shares on the interests of the Company;

(iii) the strategic plans disclosed by the offeror in relation to the Company; (iv) regarding alternatives to the

acceptance of the public offering for the acquisition of shares available in the market; and (iv) other issues

deemed relevant by the Board of Directors, as well as information required by the applicable rules

established by CVM;

(xxii) to resolve on any other matter submitted to it by the Executive Board;

(xxiii) to approve the acquisition or disposal of any assets, including real estate properties (whether in a

single transaction or in a series of related transactions), by the Company and/or any subsidiary for an

amount greater than ten million reais (R$10,000,000.00), if such acquisition or disposal is not provided for

in the Company's annual business plan or annual budget;

(xxiv) to approve the creation of burden, charges, or other security interest on the Company's and/or its

subsidiaries assets outside the normal course of the Company's and/or its subsidiaries activities, as the

case may be, in excess of ten million reais (R$10,000,000.00);

(xxv) to approve the execution, amendment, and/or termination of a contract of any kind with customers,

suppliers, and/or service providers, which individual value of the respective contract is greater than one

hundred percent (100%) of the Company's and/or its subsidiaries shareholders' equity;

(xxvi) to approve the obligations or expenses, by the Company, in an amount greater than ten percent (10%)

of the amount provided for in the Company's annual budget; and

(xxvii) to contract, assume, or perform any act that renders the Company or any of its subsidiaries

responsible for any indebtedness that causes the Company's Net Debt/EBITDA ratio, calculated on a

quarterly basis and considering the EBITDA values of the last twelve (12) months, to be greater than three

point twenty-five (3.25); and

(xxviii) to approve the following transactions between the Company and its related parties, except for its

affiliates: (a) loan agreements; (b) sale of vehicles up to R$12,000,000.00 per year, provided that the prices

charged are in accordance with the minimum prices defined in the month of sale by the Used Vehicles

Committee; (c) vehicles sale and rental for Employees, provided that the terms and conditions established

in the Benefit Policy in force at the time of sale are complied with; and (d) acquisition of parts and services

up to R$4,000,000.00 per year, provided that the terms and conditions established in the Procurement

Policy in force at the time of acquisition are complied with; (For the purposes of this article: (i) affiliate means

any legal entity directly or indirectly controlled by the Company; and (ii) related parties mean the

shareholders, officers, and members of the Company's Board of Directors, as well as their respective

spouses, siblings, ascendants, or first or second-degree descendants, or any entities in which the

shareholders, officers appointed pursuant to the articles of incorporation, and members of the Company's

Board of Directors may elect, by law, voting agreement, or other form of agreement, one (1) or more officers

appointed pursuant to the articles of incorporation or members of the Board of Directors or that have

influence over the management of the corporate activities or their bodies.)

Our Board of Directors does not have Internal Regulations.

Committees:


The Audit and Risk Management Committee of the Company is composed of at least three (3) members,

at least one (1) of them being an independent director of the Company and one (1) having recognized

experience in corporate accounting matters. The members shall be elected by the Board of Directors for a

period of one (1) year, reelection being permitted. The Audit and Risk Management Committee is

responsible for assisting and making recommendations to the Board of Directors of the Company and its

subsidiaries, mainly in relation to (i) expressing opinions on the hiring and dismissal of independent auditing

services; (ii) evaluating quarterly information, interim financial statements and financial statements; (iii)

monitoring the Company's internal audit and internal control area activities; (iv) evaluating and monitoring

the Company's exposures to risk; (v) evaluating, monitoring, and recommending to management corrections

or improvements to the Company's internal policies, including the related party transaction policy; and (vi)

having means to receive and process information on noncompliance with legal and regulatory provisions

applicable to the Company, in addition to internal regulations and codes, including specific procedures for

protecting the provider and confidentiality of information.

In addition, despite being constituted as a committee appointed pursuant to the Articles of Incorporation, it

should be noted that our Audit and Management Committee does not meet the requirements established

by CVM Instruction No. 308, as amended, especially since it is not intended to achieve the purposes set

forth therein.

The Audit and Risk Management Committee has Internal Regulations, which were approved on February

27, 2012 by the Company's Board of Directors and are currently available for public reference with the CVM.

People Management Committee

The Company's People Management Committee was created by the Company's Board of Directors on

February 27, 2012 and is composed of up to 3 members, shareholders or not, elected by the Board of

Directors, for a period of one year, reelection being allowed.

It is incumbent upon the People Management Committee to assist and make recommendations to the Board

of Directors of the Company and its subsidiaries, mainly in relation to (i) the proposal, parameters, guidelines

and policies on compensation and benefits to be assigned to senior managers and employees of the

Company; (ii) the proposal for overall compensation of the Company's managers; (iii) the succession and

turnover of the Company's managers and employees; (iv) the creation, modification and/or termination of a

position and salary plan or similar policy; (v) the adoption of policies and models of competencies,

leadership, attraction, retention, and motivation of professionals; (vi) matters submitted to it by the Board of

Directors, as well as other matters that it deems relevant and which are related to People Management.

The People Management Committee has Internal Regulations, which are currently available for public

reference with the CVM.


The Company's Compliance Committee was originally created by the Company's Board of Directors on

August 31, 2017, being restructured at the Extraordinary General Meeting of the Company held on January

2, 2018. The Company's Compliance Committee is composed of up to five (5) members, whether

shareholders or not, elected by the Board of Directors for a term of one (1) year, re-election being allowed.

The Compliance Committee is responsible for assisting and making recommendations to the Company's

Executive Board and Board of Directors, as well as to its subsidiaries, in particular regarding (i) ensuring

compliance with applicable laws and regulations and with the Company's internal policies; (ii) evaluating the

impacts of regulatory and self-regulatory standards on the Company's activities; (iii) ensuring that the risks

of the Company's activities were properly identified, controlled, monitored and mitigated; (iv) implementing,

if necessary, corrective action plans for resolution, regularly reporting the results of evaluations to area

managers and to the Executive Board through the Compliance Committee, as well as deliberating on the

application of penalties to legal violations, including to the Company's Anti-Corruption Policy and Code of

Ethical Conduct; (v) ensuring compliance, by the Managers, Employees, and Third Parties, with the

provisions of the Company's Anti-Corruption Policy and Code of Ethical Conduct; (vi) monitoring the results

of the work performed by the Internal Control and Internal Audit Department, including the treatment of

complaints of fraud and/or irregularities received by the Complaint Channel; (vii) analyzing and discussing

potential conflicts of interest, as well as possible failures in internal controls; (viii) working together with the

Audit and Risk Management Committee whenever there are connected demands; and (ix) creating the

Ethics Committee to investigate and handle complaints received by the Ethics Channel.

The Compliance Committee has Internal Regulations, which were approved on August 31, 2017 by the

Company's Board of Directors and are currently available for public reference with the CVM.

Used Vehicles Committee

The Company's Used Vehicles Committee was created by the Company's Board of Directors on February

27, 2012 and is composed of up to 4 members, shareholders or not, elected by the Board of Directors, for

a period of one year, reelection being allowed.

It is incumbent upon the Used Vehicles Committee to assist and make recommendations to the Board of

Directors of the Company and its subsidiaries, mainly in relation to (i) evaluation of market conditions; (ii)

the definition of prices and strategies for the sale of used vehicles; (iii) the policy of selling used vehicles

owned by the Company; (vi) matters submitted to it by the Board of Directors, as well as other matters that

it deems relevant and that are related to the Used Vehicles segments.

The Used Vehicles Committee has Internal Regulations, which are currently available for public reference

with the CVM.

Customer Relations Committee

The Company's Customer Relations Committee was created by the Company's Board of Directors on

August 31, 2017, and is composed of up to 5 members, shareholders or not, elected by the Board of

Directors for a period of one year, reelection being permitted.

It is incumbent upon the Customer Relations Committee to assist and make recommendations to the

Executive Board and Board of Directors of the Company and its subsidiaries, mainly in relation to (i)

evaluation of market conditions aiming at prospecting new customers; (ii) bringing together multidisciplinary

teams from the Commercial, Relationship and Operations areas, in order to capture the customers'

experience in all aspects during the contractual relationship, and implementing innovative and satisfactory

solutions in according to their needs; (iii) analyzing, identifying and implementing improvements in the

Company's customer relations policy; (iv) capturing and providing management indicators to the Executive

Board; (v) monitoring full compliance with the agreements signed.

The Customer Relations Committee has Internal Regulations, which are currently available for public


Fleet Management Committee

The Company's Fleet Management Committee was created at the Extraordinary General Meeting of the

Company held on March 9, 2018, and is composed of up to 3 members, shareholders or not, elected by the

Board of Directors for a period of one year, reelection being permitted.

It is incumbent upon the Fleet Management Committee to assist and make recommendations to the

Executive Board and the Board of Directors of the Company and its subsidiaries, mainly in relation to (i)

preparation of a business plan; (ii) evaluation of the market conditions of the Fleet Management and

Outsourcing segment; (iii) definition of price and performance strategies; (iv) follow-up and monitoring of the

activities of the Fleet Management and Outsourcing segment; and (v) matters submitted to it by the

Executive Board or Board of Directors, as well as other matters that it deems relevant and related to the

Fleet Management and Outsourcing segment.

The Fleet Management Committee has Internal Regulations, which are currently available for public


Rent-a-Car Committee (RAC)

The Company's RAC Committee was created at the Extraordinary General Meeting of the Company held

on March 09, 2018 and is composed of up to 3 members, shareholders or not, elected by the Board of

Directors, for a period of one year, reelection being allowed.

It is incumbent upon the RAC Committee to assist and make recommendations to the Executive Board and

the Board of Directors of the Company and its subsidiaries, mainly in relation to (i) preparation of a business

plan; (ii) evaluation of the market conditions of the RAC segment; (iii) definition of price and performance

strategies; (iv) follow-up and monitoring of the activities of the RAC segment; and (v) matters submitted to

it by the Executive Board or Board of Directors, as well as other matters that it deems relevant and related

to the RAC segment.

The Rent a Car Committee has Internal Regulations, which are currently available for public reference with

the CVM.

In addition to the committees mentioned above, the Company has committees specialized in risk analysis

(Compliance Committee and Audit and Risk Management Committee). For more information on the date of

creation of such committees and their scope of action, see item 5.1 of this Reference Form.

ii. if the issuer has an audit committee appointed pursuant to the Articles of Incorporation,

informing, if so, its main attributions, how it works, and if it meets the requirements of the

regulations issued by the CVM on the subject

We have an Audit and Risk Management Committee appointed pursuant to the Articles of Incorporation, as

indicated in item "i" above.

iii. how the board of directors evaluates the work of the independent audit, indicating whether

the issuer has a policy for procurement of extra-audit services with the independent auditor, and

informing the body responsible for approving the policy, the date of approval and, if the issuer

discloses the policy, locations on the worldwide computer network where the document can be

found

The Company has a formalized extra-audit services contracting Policy with independent auditors, approved

at the Board of Directors' Meeting held on October 17, 2019. The Policy establishes that all proposals for

hiring Independent Audit or Extra-Audit services will be submitted to the Audit and Risk Management

Committee, which will analyze their independence, as well as that of their Independent Auditors, who may

not, under any circumstances, (i) audit their own work; (ii) perform or have performed management duties

at Unidas; (iii) have financial interests or credit and collateral operations with the Company; (iv) have

relevant business relationship with the Company; and (v) have family or personal relationship with managers

or employees of the Company.

The Audit and Risk Management Committee will recommend to the Board of Directors the selection or

dismissal, when applicable, of the Company's Independent Auditors.

In addition, it is incumbent upon the Audit and Risk Management Committee to monitor the activities of the

internal audit and internal control areas of the Company, monitoring the effectiveness of the processes

related to financial reporting, and always preserving its relationship of independence to the Company.

b. in relation to the members of the Executive Board appointed pursuant to the Articles of

Incorporation, its attributions and individual powers, indicating whether the Executive Board has its

own internal regulations and, if so, informing the body responsible for approval, date of approval,

and, if the issuer discloses the regulations, places in the worldwide computer network where the

document can be found

Executive Board:

Our officers are our legal representatives, responsible for the management of the business in general and

for practicing all acts necessary or convenient for such purpose, except for those by law or by our Bylaws

attributed to the competence of the general meeting or the Board of Directors.

According to our Bylaws, our Executive Board is composed of at least two (2) and at most nine (9) members,

shareholders or not, resident in the Country, elected by the Board of Directors for a unified term of two

years, who may be reappointed, remaining in office until the election and investiture of their successors.

The Officers will take office by signing the instrument of investiture to be drawn up in the proper book,

subject to legal prescriptions. The investiture of its members shall depend on the signing of an instrument

of investiture that must address its subjection to the arbitration clause provided for in our Bylaws. It is

forbidden to the same person to accumulate the position of Chief Executive Officer with the position of

Chairman of the Board of Directors, except for the exceptional cases provided for in the Novo Mercado

Regulation. The same Officer is authorized to accumulate the other functions, being appointed as a Chief

Executive Officer, Chief Financial Officer, Chief Investor Relations Officer, a Head of Rent a Car (RAC), and

five (5) Officers without specific designation.

In the exercise of their functions, the Officers may carry out all operations and perform all acts of ordinary

management necessary for the fulfillment of the objectives of their position, subject to the provisions of the

Bylaws as to the form of representation, the jurisdiction to perform certain acts, and the general orientation

of the business established by the Board of Directors.

Pursuant to our Bylaws, it is incumbent upon the Executive Board to:

a) comply with and enforce the Bylaws and resolutions of the Board of Directors and of the General Meeting;

b) prepare and propose to the Board of Directors the annual business plan and annual budget of the

Company, any expansion projects and investment programs, and comply with and enforce its instructions;

c) represent the Company, in accordance with the attributions and powers established in the Bylaws, by the

General Meeting and by the Board of Directors;

d) to resolve on the opening, transfer, and/or closing of branches, offices, or establishments of any kind, in

any part of the national territory or abroad;

e) to submit every year to the Board of Directors the Management Report and the accounts of the Executive

Board, together with the report of the independent auditors, as well as the proposal for the allocation of the

profits earned in the previous year;

f) to approve the contracting of financial obligations, observing the limits of the powers attributed to the

Board of Directors; and

g) to decide on any matter that is not under the exclusive standing of the General Meeting or the Board of

Directors.

It is incumbent upon the Chief Executive Officer, in addition to ongoing coordination of the activities of the

Officers and performance of activities related to the Company's general planning: (i) to plan, coordinate,

organize, supervise and direct the Company's activities; (ii) to implement the guidelines and compliance

with the resolutions taken at General Meetings and at the meetings of the Board of Directors and Executive

Board; (iii) to convene and chair the meetings of the Executive Board, with right to vote, including casting

vote; (iv) to establish the business, legal, political, corporate and institutional guidelines in the development

of the Company's activities; (v) to exercise the general supervision of the competencies and attributions of

the Executive Board; (vi) to exercise other powers and attributions that are not conferred on the other officers

and those that are, from time to time, conferred by the Board of Directors.

It is incumbent upon the Chief Financial Officer, among other attributions that may be assigned to him/her:

(i) to replace the Chief Executive Officer in his/her duties in his/her absences and impediments; (ii) to plan,

coordinate, organize, supervise and direct activities related to financial and accounting operations of the

Company and its subsidiaries, including the management of the areas of treasury, investment and

fundraising, control of receivables and accounts payable, budgeting and control of operations and planning,

including preparation of the Company's budget; (iii) to participate in negotiations for acquisitions, mergers,

associations, among others, with other companies, aiming at the growth and consolidation of the

businesses, whenever requested; and (iv) to conduct activities delegated Chairman, when requested.

It is incumbent upon the Chief Investor Relations Officer, among other attributions that may be assigned to

him/her: (i) to represent the Company before the controlling entities and other institutions that operate in the

stock market, being responsible for providing information to investors, the CVM, the Central Bank of Brazil,

the Stock Exchanges in which the Company has its securities traded, and other bodies related to the

activities developed in the stock market, in accordance with applicable legislation, in Brazil and abroad; (ii)

to participate in decisions regarding the feasibility of new business of the Company; and (iii) to participate

in negotiations for acquisitions, mergers, associations, among others, with other companies, aiming at the

growth and consolidation of the business, whenever requested.

It is incumbent upon the Head of Rent a Car (RAC), among other attributions that may be assigned to

him/her: (i) to plan, coordinate, organize, supervise and direct the activities of the Company, its subsidiaries

and franchises, related to the RAC Segment; (ii) to implement the guidelines and compliance with the

resolutions taken at General Meetings and at the meetings of the Board of Directors and Executive Board

related to the RAC Segment; (iii) to evaluate the market conditions of the RAC segment; and (iv) to represent

the Company before the RAC Segment and control bodies.

The other Officers Appointed Pursuant to the Articles of Incorporation without specific designation, when

elected, will have their attributions established by our Board of Directors in accordance with our Bylaws.

Currently, our Executive Board appointed pursuant to the Articles of Incorporation is composed of the Chief

Executive Officer, the Chief Financial Officer, the Head of Rent a Car and the Chief Investor Relations

Officer.

Our Executive Board does not have Internal Regulations.

c. date of installation of the audit committee, if it is not permanent, stating whether it has its own

internal regulations and, if so, indicating the date of approval by the audit committee and, if the

issuer discloses the internal regulations, locations on the worldwide computer network where the

document can be found

We do not have a permanent audit committee and our Audit Committee has never been installed.

d. mechanisms for appraisal of the performance of the board of directors and of each body or

committee reporting to the board of directors, stating: (i) the periodicity of the appraisal and its

scope, indicating whether the appraisal is made only in relation to the body or also includes the

individual appraisal of its members; (ii) the methodology implemented and the main criteria used in

the appraisal; (iii) how the results of the appraisal are used by the issuer to improve the operation

of this body; and (iv) whether external consulting or advisory services were retained.

The establishment of procedures for evaluation of bodies under our management and of their members is

among the attributions of our People Management Committee

Executive Board

The Executive Board and its members are evaluated through the book of goals and evaluation of

competencies, as well as the other employees of the Company.

The Company's book of goals is a tool that shows the participation of each Executive Board to achieve the

Company's vision. The methodology for creation of the book is the management of the Company's

guidelines approved annually by the Board of Directors, which breaks down to all employees the expected

results for the current year.

The methodology implemented is the appraisal of competences in the Model 360° for Leadership and Model

180° for the other employees, carried out with all employees, including leaders, who have at least 3 months

of Company. The results of the appraisal are used to develop action plans consisting, among others, of the

creation of leadership development programs, training incentive programs, planning of promotions and

successors.

The Company understands that such appraisal methodology provides an assertive mapping of high

performance points and possible improvements for the team of officers, allowing not only the engagement,

but also the direction for evolution and focus on results to the benefit of the Company.

As part of the development and performance appraisal methodology for its Officers, the Company invests

in Coaching processes, through the hiring of companies specialized in this segment.

Board of Directors

With regard to the Board of Directors, by September 30, 2019, the Company had no formal appraisal

mechanisms for the Board of Directors and/or Directors.

Committees

With regard to the Committees, by September 30, 2019, the Company had no formal appraisal mechanisms

for the Committees and/or their Members.

12.2. Describe the rules, policies and practices relating to general meetings, stating:

a. Call notice period

The Company's general meetings are called at least 15 days in advance, and if necessary a second call, at

least 8 days in advance, in accordance with the Corporations Act.

b. Powers:

Pursuant to Article 31 of the Company's Bylaws and the Corporations Act, it is incumbent to the general

meeting to:

a) take the managers' accounts, analyze, discuss, and vote the financial statements;

b) elect and dismiss, at any time, the members of the Board of Directors and of the Audit Committee, when

created;

c) set the annual overall compensation of the members of the Board of Directors and of the Executive Board,

as well as of the members of the Audit Committee, if created;

d) amend the Bylaws;

e) resolve on any corporate reorganization, including merger, spin-off, or consolidation (or of shares) and/or

other form of business combination, pursuant to CVM Resolution No. 665 of August 4, 2011 (or other

standard that replaces it or amends it), as well as any other operation with similar effects (such as, among

others, drop-down of assets) involving the Company or any of its subsidiaries;

f) resolve on dissolution, liquidation, termination, or authorization for application for court-supervised

reorganization or out-of-court reorganization or confession of bankruptcy by the Company or any of its

subsidiaries;

g) allocate bonuses in shares and decide on any reverse splits and splits of shares;

h) approve the creation and adjustments of stock option plans to its managers, employees, and individuals

providing services to the Company, as well as to the managers and employees of other companies that are

directly or indirectly controlled by the Company;

i) resolve, in accordance with a proposal submitted by the management, on the establishment or

amendment to the policy of dividends and allocation of profits and income of the Company's fiscal year

(including distribution of dividends, among others), and declare and distribute dividends in an amount higher

than twenty-five percent (25%) of the Company's net income or interest on shareholders' equity, in an

amount greater than that allowed by the applicable legislation;

j) resolve on share capital increase or reduction, or issuance of shares or other securities convertible into

shares issued by the Company, except when in accordance with the provisions of article 6 of the Bylaws;

k) elect the liquidator, as well as the Audit Committee, which shall operate during the liquidation period;

l) resolve on the cancellation of registration as a publicly-held company with the CVM; m) resolve on the

Company's withdrawal from Novo Mercado, which must be informed to B3 in writing, upon thirty (30) days'

prior notice; n) suspend the exercise of shareholders' rights, pursuant to article 120 of the Corporations Act;

o) choose a specialized company, responsible for preparing an appraisal report in the cases and in the

manner provided for in the Bylaws;

p) approve the execution of transactions between the Company and related parties, except its affiliates,

involving (a) the sale of vehicles exceeding the amount of R$12,000,000.00 per year, provided that the

prices practiced are in accordance with the minimum prices set in the month of sale by the Used Vehicles

Committee; and (b) acquisition of parts and services that exceed R$4,000,000.00 million per year, provided

that the terms and conditions established in the Procurement Policy in force at the time of acquisition are

observed. (For the purposes of this article: (i) affiliate means any legal entity directly or indirectly controlled

by the Company; and (ii) related parties mean the shareholders, officers, and members of the Company's

Board of Directors, as well as their respective spouses, siblings, ascendants, or first or second-degree

descendants, or any entities in which the shareholders, officers appointed pursuant to the articles of

incorporation, and members of the Company's Board of Directors may elect, by law, voting agreement, or

other form of agreement, one (1) or more officers appointed pursuant to the articles of incorporation or

members of the Board of Directors or that have influence over the management of the corporate activities

or their bodies;

q) acquisition, by the Company, of another company operating in the rental business (rental company) with

a fleet of more than ten thousand (10,000) vehicles or which is not a substitute for the "Unidas" brand;

r) performance, by the Company, of a public offering of shares in which the Company's valuation used for

this purpose is less than two billion and five hundred million reais (R$2,500,000,000.00), pre-money; and

s) repurchase or redemption of shares or securities convertible into shares issued by the Company, except

for the repurchase or redemption of shares up to a limit of four percent (4%) of its share capital for transfer

to the beneficiaries of the call option plans granted by the Company,

c. Addresses (physical or electronic) in which the documents related to the general meeting will be

available to shareholders for review

The documents relating to the meetings can be found at the following addresses: Brazilian Securities and

Exchange Commission (www.cvm.gov.br); B3 S.A. – Brasil, Bolsa, Balcão (www.b3.com.br); and the

Company's Investor Relations Page (http://www.unidas.com.br/ri)

In addition, the documents can be found at the Company's principal place of business and at its central

administrative office, where the Executive Board and the administrative body, including the Investor

Relations Department, carry out their activities, according to the following addresses:

Principal Place of Business – São Paulo

Alameda Santos, nº 438, andares 3°, 8°, 9° e 10°, Bairro Paraíso, CEP (Zip Code): 01.418-000.

Central Administration Office - Belo Horizonte

Avenida Raja Gabaglia, no. 1.781, 12º e 13º andares, Luxemburgo, Belo Horizonte/MG, CEP 30380-403.

d. Identification and management of conflicts of interest

The Company adopts the corporate governance practices set forth in B3's Novo Mercado, as well as

complies with the rules of Brazilian law and has a Conflict of Interests Policy, approved at the Board of

Directors' Meeting held on October 17, 2019, applicable to controlled companies, employees, managers,

tax advisers, suppliers, service providers, and agents acting on behalf of the Company.


This Policy is intended to establish guidelines and to guide the identification, declaration, and resolution of

situations that may present actual, potential, or apparent conflicts of interest, and its provisions should be

interpreted together and as a complement to the guidelines of conduct established by the Code of Ethical

Conduct and by the Company's Anti-Corruption Policy.

Thus, the Company has an exclusive section in the Code of Ethical Conduct that provides that its employees

and managers must not compete or allow personal or family interests to have direct or indirect influence on

the Company's business. Furthermore, through the aforementioned Code, employees and managers

declare to be unable to participate in any decision that involves conflicts of interest, such as:

Having individual or family participation (first degree relatives: parents, siblings, spouses, and

children) in the business of any supplier or customer of the Company, unless an exception is

authorized after full disclosure of the facts to the Company's Board of Directors;

Having a relevant individual or family interest in an organization that does business or wishes to do

business with the Company, except in relation to shares in publicly held companies that may be

held by employees for personal investment purposes. No employee may seek to benefit from

confidential information or business opportunities available to them by virtue of their positions in the

Company and, consequently, may not use such information in a manner that would prejudice the

Company.

Finally, clause 6.1.4 of the Company's Anti-Corruption Policy approved by the Board of Directors expressly

provides that:

"Employees and Managers cannot misuse their positions, use confidential or privileged information

in a manner that is unfit for personal or Third-Party gain, or have any direct involvement in any

business that is in conflict with the Company's business interests, or otherwise compromise its

independence and impartiality.

In cases in which the Employee and the Manager are related to or in a relationship of friendship

with the Public Authority, which implies a real or apparent conflict of interest, the Employee and the

Manager have a duty to communicate such situation to the Company, which will decide on his/her

permanence or replacement with another party not in conflict. The cases authorized by the

Company must be formally informed to the Compliance Department”.

e. Request of powers of attorney by management for the exercise of voting rights

The Company accepts request for powers of attorney by management, pursuant to article 126 of the

Corporations Act and CVM Instruction No. 481 of December 17, 2009, as amended, but has no rules,

policies or practices for such request.

f. Formalities required for acceptance of powers of attorney granted by shareholders, indicating

whether the issuer requires or waives notarization, consularization and sworn translation and if the

issuer accepts powers of attorney granted by shareholders by electronic means.

The Company, in compliance with the provisions of the Corporations Act, in the regulation in force and in

its Bylaws, requires the submittal by the shareholders or their representatives, in advance, of the following

documents as a requirement for admission to the Meeting:

a) statement issued by the depositary financial institution of book-entry shares issued by the Company,

owned by the respective shareholder or in custody and/or in relation to the shareholders participating in the

fungible custody of registered shares, the statement issued by the competent body, in both cases containing

the indication of the respective shareholding, dated no later than two (2) business days prior to the holding

of the General Meeting; and

b) original or authenticated copy of identification document, legally recognized as such, with recent photo

and national validity, within the validity period, if applicable, in case of natural person; or

c) a power of attorney duly granted in accordance with the law and/or the organizational documents of the

shareholder, duly notarized, and in the case of a document drawn up abroad, accompanied by a sworn

translation into Portuguese, duly registered in the relevant Registry of Deeds and Documents, as well as

the proof of its notarization and consularization, or alternatively, of its annotation pursuant to the applicable

legislation, in original version or authenticated copy; or

d) an authenticated copy of the current organizational documents of the shareholder and of the act that

vests the representative in sufficient powers for representation at general meetings, duly registered with the

competent bodies, accompanied by their respective publications, in the case of legal entity.

For the purposes of the documents set forth in item (d), the Company will comply with (i) articles of

incorporation and organization, in a certificate issued by the respective registration body, a simple copy of

the original, provided it is accompanied by an original certificate issued by the registration body, or its

authenticated copy, certifying the registration of the document or authenticated copy of the registered act;

and (ii) specifically in relation to the act that vests the representative in powers to vote on behalf of the

shareholder (legal entity), in case of power of attorney, it must contain a notarized signature of the grantor

or its representatives, and be accompanied by its sworn translation, duly registered with the competent

registry of deeds and documents, as well as proof of notarization and consularization or annotation, as the

case may be. If such act corresponds to a meeting of the board of directors, the shareholder must provide

in advance the proof of filing and publication of the act with the competent registry.

In the case of legal entities with representatives that are not named in their articles of

incorporation/organization, or with any procedure of appointment by a separate act, it is necessary for the

shareholder to prove the validity of the appointment, by providing proof of the filing of the act with the

competent registry.

In the case of investment funds, the representative must prove that he/she is the administrator or manager

of the fund, or an attorney-in-fact duly appointed by the latter, in accordance with the applicable legislation.

In the case of foreign legal entities, the documentation proving the powers of representation must be

translated by a sworn translator into Portuguese, and registered with the competent registry of deeds and

documents, and must undergo notarization and consularization. However, pursuant to the Convention

Abolishing the Requirement of Legalization for Foreign Public Documents, entered into on October 5, 1961,

and promulgated by Decree No. 8.660, of January 29, 2016, the Company will waive consularization of

foreign documents issued in countries that are signatories to the aforementioned convention, provided that

their annotation has been proven.

Documents written in other languages, according to the Law, will only be accepted upon presentation of a

sworn translation duly registered with the competent registry of deeds and documents.

Pursuant to the head provision of article 29 of the Company's Bylaws, the delivery of documents evidencing

the condition of shareholder and its representation is requested to take place within 24 hours before the

Meeting is held.

Pursuant to paragraph 1 of article 126 of the Corporations Act and the decision of the CVM Board in CVM

process RJ-2014/3578, rendered on November 4, 2014, the shareholder may be represented at the Meeting

in the following ways: (a) if natural person, by an attorney-in-fact assigned less than 1 year ago (who is a

shareholder, company manager or lawyer regularly registered with the Brazilian Bar Association), (b) if a

legal entity, by its legal representatives or attorney-in-fact appointed in accordance with its organizational

documents and in accordance with the rules of the Brazilian Civil Code, (c) if an investment fund, by its

administrator and/or manager, or by an attorney-in-fact appointed pursuant to its organizational documents

and in accordance with the rules of the Brazilian Civil Code.

Powers of attorney granted electronically may be accepted by the Company, provided they comply with the

Brazilian legislation on digital certification.

g. Formalities required for acceptance of the absentee ballot, when sent directly to the company,

indicating whether the issuer requires or waives notarization and consularization

In order to facilitate the participation of its shareholders at its general shareholders' meetings at which it will

be possible to vote remotely through the absentee ballot, the Company informs that the bookkeeping agent

of its shares (Itaú Corretora de Valores S.A.), pursuant to the agreement signed with the Company, will

receive, according to standards disclosed by the book-keeper, the ballot of its shareholders.

Pursuant to CVM Instruction 481, custody agents may, but are not required to, receive absentee ballots

from the Company's shareholders. It is recommended that shareholders verify with the custody agent

responsible for their shares whether they will provide such service, as well as its costs. In cases where the

custody agent chooses to receive absentee ballots, Company shareholders may also, at their sole

discretion, forward the absentee ballot directly to the custody agent, observing in all cases the procedures

and formalities established by each custody agent to do so.

The shareholder may also send the absentee ballot directly to the Company, forwarding the following

documents to Avenida Raja Gabaglia, 1,781, 12º and 13º Andares, Luxemburgo, Belo Horizonte/MG, Postal

Code (CEP) 30380-403, to the attention of the Legal Department and/or the Investor Relations Department:

a) original hard copy or scanning of the original copy of the absentee ballot for the general meeting in

question duly completed, initialed and signed;

b) statement issued by the depositary financial institution of the book-entry shares issued by the Company

held by the respective shareholder, indicating the respective shareholding, dated no later than two days

before the date of the respective General Meeting; and




shareholder, duly notarized, and in the case of a document drawn up abroad, its sworn translation into

Portuguese, duly registered in the relevant Registry of Deeds and Documents, as well as the proof of its

notarization and consularization, or alternatively, of its annotation pursuant to the applicable legislation, in

original version or authenticated copy; or

















competent registry.












The shareholder may also send the documents mentioned above in scanned copies to the addresses

[email protected] /jurí[email protected]. In this case, it will also be necessary to send the original copy

of the ballot and the authenticated copy of the other documents required to Avenida Raja Gabaglia, 1,781,

12º and 13º Andares, Luxemburgo, Belo Horizonte/MG, Postal Code (CEP) 30380-403, to the attention of


the Legal Department or the Investor Relations Department.

Once the receipt of documents has been confirmed, the Company will inform the shareholder, within 3

business days from receipt thereof, if the documents received are sufficient or not so that the vote is deemed

valid and the procedures and deadlines for possible rectification and resubmission, if necessary.

The Ballot that is unaccompanied by the documentation required to prove the shareholder's condition, or to

prove its representation, shall not be considered valid, and, as a result, it shall not be processed by the

Company, but may be corrected and resubmitted by the shareholder to the Company, observing the

deadlines and procedures set forth in CVM Instruction 481.

The aforementioned ballots and documents must be received within 7 days prior to the date of the meeting

and those received after such date shall be disregarded.

h. If the company provides electronic system to receive the remote participation or absentee ballot

The Company does not have its own electronic system for the receipt of remote participation or absentee

ballot.

i. Instructions for shareholder or group of shareholders to include proposals for resolutions, slates

or candidates for members of the board of directors and of the audit committee in the absentee

ballot

If the shareholder wishes to include proposals for resolutions, slates or candidates for members of the board

of directors on the absentee ballot, it will be necessary to submit such proposals in accordance with the

regulations in force, within the deadlines established therein and together with the documents referred to

therein, namely the provisions of CVM Instruction 481.

The Company requests that the necessary documents be sent to the attention of its Investor Relations

Department, preferably to the following electronic addresses: [email protected] /jurí[email protected].

In case of submittal of documents by mail or in person, such documentation should be directed to Avenida

Raja Gabaglia, 1,781, 12º and 13º Andares, Luxemburgo, Belo Horizonte/MG, Postal Code (CEP) 30380-

457, to the attention of the Investor Relations Department.

Pursuant to item II of article 21-L of CVM Instruction 481, only shareholders holding equity interest equal to

or greater than 3% of the Company's total share capital may submit requests for inclusion of proposals for

resolutions in the scope of the general shareholders' meetings.

In turn, pursuant to item I of article 21-L of CVM Instruction 481, shareholders who hold equity interest equal

to or greater than 1.5% of the total shares of the same type and/or class of shares issued by the Company

may send appointments of candidates for the election of members of the Audit Committee and/or members

of the Board of Directors of the Company, within the scope of the ordinary and extraordinary general

meetings to resolve on these matters.

The request for inclusion of matters or candidates must contain place, date and signature of the requesting


shareholder, which must be notarized. If the shareholder is considered a legal entity under Brazilian law,

the signature must be from its legal representatives or attorneys-in-fact with powers to perform this type of

act, and must also be duly notarized.

In addition, any request must be accompanied by the following documentation:

a) statement issued by the depositary financial institution of the book-entry shares issued by the Company

held by the respective shareholder, indicating the respective shareholding, dated no later than two days

before the date of submittal of the request for inclusion of candidate and/or matter for resolution; and




shareholder, duly notarized, and in the case of a document drawn up abroad, its sworn translation into

Portuguese, duly registered in the relevant Registry of Deeds and Documents, as well as the proof of its

notarization and consularization, or alternatively, of its annotation pursuant to the applicable legislation, in

original version or authenticated copy; or

















competent registry.












Furthermore, requests for inclusion must be prepared in a clear, objective language, which does not mislead

the shareholders and must contain a maximum of 2,100 characters (including spaces), per

matter/candidate, and must also be formulated as a proposal indicating at the end the shareholder

responsible for its authorship, so that it is sufficient for the other shareholders to approve it, reject it or refrain

from deliberating on it.

In addition, all information necessary for proper understanding of the matter at hand shall be sent together

with the requests for inclusion, especially if it falls within the list of matters requiring specific information,

pursuant to articles 8 to 21 of CVM Instruction 481.

Also, requests for inclusion of matters and/or candidates must be accompanied by the information indicated

in Exhibit 21-M-II-d of CVM Instruction 481.

The request for inclusion that is unaccompanied by the necessary documentation or, further, that it does

not comply with the standards applicable to the case, as described above, shall not be considered valid,

and, as a result, it will not be processed by the Company, but may be corrected and resubmitted by the

shareholder to the Company, observing the deadlines and procedures set forth in CVM Instruction 481.

j. If the company provides forums and pages on the worldwide computer network to receive and share

comments from shareholders on the agendas of the meetings

The Company does not maintain forums or pages on the worldwide computer network intended to receive

comments from shareholders on the agenda of the meetings.

k. Other information required for remote participation and the exercise of the right to vote remotely

In the event that a shareholder sends the absentee ballot, in relation to the same resolution, directly by the

Company and also by the custodian, the voting instructions received directly by the Company shall be

disregarded.

In turn, if the shareholder submits an absentee ballot by any means of service providers and attends the

Meeting requesting to exercise the right to vote in person, the ballot sent shall be disregarded and the vote

delivered in person computed.

During the voting period, the shareholder may change his/her voting instructions as many times as he or

she deems necessary, so that the last voting instruction presented will be considered on the Company's

voting map. Once the voting deadline has expired, the shareholder cannot change the voting instructions

already sent.

12.3. Describe the rules, policies and practices relating to the board of directors, stating:

a. number of meetings held in the last fiscal year, making a distinction between the number of

ordinary and extraordinary meetings

The Board of Directors shall meet, (i) ordinarily every month; and (ii) extraordinarily, whenever called by any

of its members, by means of communication, by telegram, facsimile, electronic mail, or any other written

form (with due confirmation of receipt) delivered at least 2 business days in advance, containing the date,

time, and the agenda of the matters to be addressed.

The meetings of the Board of Directors shall be installed on first call with the presence of the majority of its

members, and on second call with any number. Irrespective of the call notice formalities provided for in this

article, a meeting shall be considered regular if all Directors are present.

The meetings of our board of directors will be held, preferably, at our principal place of business. Meetings

will be accepted through teleconference or videoconference, or other means of communication, and such

participation will be deemed personal attendance at said meeting. In that case, the Directors who participate

remotely in the Board meeting may cast their votes, on the date of the meeting, by means of a letter or

facsimile or digitally certified e-mail.

During the fiscal year ended December 31, 2018, 26 meetings of the Board of Directors were held, of which

4 were ordinary and 22 extraordinary.

b. if any, the provisions of the shareholders' agreement that establish a restriction or

connection to the exercise of voting rights of board members

The controlling shareholders of the Company shall vote in block at the meetings of the Board of Directors

held by the Company, pursuant to the resolution approved by the controlling shareholders at a preliminary

meeting, to be held prior to each Board of Directors' meeting to decide on the matters of the respective

agenda and the definition of the vote of the controlling shareholders or their representatives before said

corporate body.

For more information on the current Shareholders' Agreement, see item 15.5 of this Reference Form.

Votes of the members of the Board of Directors that have been delivered in disagreement with the provisions

of the Shareholders' Agreement shall not be computed by the Chairman of the Board of Directors.

c. rules of identification and management of conflicts of interest

The Conflict of Interests Policy, together with the Code of Ethical Conduct and Anti-Corruption Policy of the

Company define the rules for identification and management of conflicts of interests, applying to the case

the rules set forth in Brazilian law. See item 12.2(d) of this Reference Form.

Furthermore, in this regard, the Corporations Act provides that the member of the Board of Directors cannot

cast a vote in resolutions that may benefit them in a particular way, or in which his/her interests conflict with

ours.

d. policy of appointment and filling of positions of the board of directors

The Company does not have a policy of appointment and filling of positions of the board of directors

12.4. If any, describe the arbitration clause inserted in the statute for the resolution of disputes

between shareholders and between them and the issuer through arbitration

Our bylaws provide that us, our shareholders, managers and members of our Audit Committee (if any),

effective and alternate, undertake to settle, through arbitration, before the Market Arbitration Chamber,

pursuant to its regulation, each and any dispute or controversy that may arise among them, related to or

arising from their condition of issuer, shareholders, managers, and members of the audit committee, in

particular, arising from the provisions of Law No. 6,385/76, in the Corporations Act, in our Bylaws, in the

standards issued by the National Monetary Council, by the Central Bank of Brazil and by the Brazilian

Securities and Exchange Commission, as well as in the other standards applicable to the operation of the

stock market in general, in addition to those contained in the Novo Mercado Regulation, the Arbitration

Regulation, the regulations of B3 and the Novo Mercado Joining Agreement.

The Brazilian law shall be the sole law applicable to the merits of any and all disputes, as well as to the

performance, construal and effectiveness of the arbitration clause. The Arbitral Tribunal shall be composed

by arbitrators chosen as provided for by the Arbitration Regulation. The arbitration proceeding shall be

conducted in the City of São Paulo, State of São Paulo, where the arbitration award shall be rendered. The

arbitration shall be managed by the Market Arbitration Chamber itself, and shall be conducted and judged

pursuant to the applicable provisions of the Arbitration Regulation.

Without prejudice to the validity of the arbitration clause, any of the parties to the arbitration procedure shall

have the right to appeal to the Judiciary, pursuant to item 5.1.3 of the Arbitration Rules of the Market

Arbitration Chamber, in order, before the Arbitral Tribunal, require urgent measures of protection of rights.

12.5.

a. Name Pedro Roque de

Pinho de Almeida Lee R. Kaplan

Luís Fernando Memoria Porto

Sergio Augusto Guerra de Resende

Eduardo Luiz Wurzman Dirley Pingnatti Ricci Jayme Nicolato

Correa

b. Date of birth 05/21/1963 04/20/1960 11/03/1971 03/24/1975 12/03/1965 07/01/1971 12/19/1963

c. Occupation Engineer Manager Businessman Businessman Economist Manager Engineer

d. Individual Taxpayer’s Register (CPF)

232.942.528-70 705.766.736-17 915.133.326-00 865.258.326-91 085.702.598-83 696.165.669-20 515.333.406-68

e. Elective position occupied

Chairman of the Board of Directors

Permanent Member of the Board of Directors


Vice-Chairman of the Board of

Directors

Independent Director of the Board of Directors.


Independent Director of the Board of

Directors.

f. Date of Election 04/27/2018 04/27/2018 06/07/2019 04/27/2018 04/27/2018 01/31/2019 10/04/2019

g. Date of Taking of Office

04/27/2018 04/27/2018 06/07/2019 04/27/2018 04/27/2018 01/31/2019 10/04/2019

h. Term of Office 04/27/2020 04/27/2020 06/07/2021 04/27/2020 04/27/2020 04/27/2020 04/27/2020

i. Other Positions or functions held in the issuer

Board of Directors Permanent member of the Rent-a-Car

Committee

Belonging only to the Board of Directors

Chief Executive Officer

Permanent member of the Used Vehicles

Committee

Member of the Customer Relations Committee, the

People Management Committee, and the Audit

and Risk Management Committee

Permanent member of the Customer

Relations Committee

Belonging only to the Board of Directors

Permanent member of the People

Management Committee, the Rent-a-Car Committee, and

the Used Vehicles Committee

j. Elected by Controller or not

Yes Yes Yes Yes Yes Yes Yes

k. Independent member

No No No No Yes No Yes

l. Number of consecutive terms

2 2 6 5 3 1 1

m. Information on:

In the last five years, he has held the position of Chief Executive Officer and Permanent Member of the Board of Directors of Unidas S.A. He is a Member of the Board of Directors of SAG SGPS, who was a shareholder of the Company between 2001 and 2015, in Portugal since 2006, and Member of the Board of Directors of Mundo dos Pães Participações S/A since 2015.

Mr. Kaplan holds a bachelor's degree in Economics from the University of California - Santa Barbara. Mr. Kaplan is a Senior Vice-Chairman and Chief Administrative Officer of Enterprise Holdings, Inc., with overall responsibility for risk management and corporate and legal functions. He started his career at Enteprise Rent-a-Car in 1985 and has worked in various positions at the company. Before joining the Company, Mr. Kaplan worked at Ernst & Whinney as a Certified Public Accountant (CPA). He is also a member of the

Mr. Luis Fernando graduated in business administration from Universidade FUMEC (FUMEC University) and did his Business specialization at Fundação Dom Cabral. Luis Fernando Memória Porto, in 1993, at the age of 22, was one of the founding partners of Locarvel Locadora de Veículos Ltda.. In addition, he is one of the founding partners of Via Jap Comércio de Veículos Ltda., the 2nd largest car dealer of the Mitsubishi brand in Brazil, founded in 2003, and of Via Natsu Comércio de Veículos Ltda., the car dealer of

Mr. Sérgio Augusto Guerra de Resende has been operating for more than 20 years in the automotive market. He is Chief Executive Officer of Via Jap Comércio de Veículos Ltda., the 2nd largest car dealer of the Mitsubishi brand in Brazil, founded in 2003, and Chief Executive Officer of Via Natsu Comércio de Veículos Ltda., a Suzuki dealership, founded in 2008. In 2002, he was considered the largest car dealer in Brazil for his role in the Auto-house

Mr. Eduardo Luiz Wurzmann has a degree in economics from USP in 1987, completed his MBA in finance from the University of Illinois in 1991, and is a Fellow at the Henry Crown Program at the Aspen Institute, having completed his course in 2005. From 1991 to 1993, he worked at Banco de Investimentos Garantia in São Paulo, as an investment analyst. From 1993 to 2000 he worked at the French investment bank Credit Agricole Indosuez Securities in Brazil and Russia, where he was Managing Director. From 2000 to 2011 he also served as CEO of Grupo Ibmec Educacional, one of the largest educational groups in Brazil, focused on the area of economics and business. In

Mr. Dirley Pingnatti Ricci has extensive experience in the vehicle rental segment, namely in the fleet outsourcing and management for companies, having founded and been the CEO of the company Auto Ricci S.A. for more than two decades. Mr. Dirley declared that he has not been convicted of any criminal offense, or in administrative proceedings before the CVM, or in a final and unappealable manner, which suspended or disqualified him for the performance of

Mr. Jayme Nicolato Correa holds a Master of Engineering degree from Unicamp and an Executive MBA from INSEAD. He previously worked as director of Carajás Mine and Vale Railroad and Port System. He was CSN's mining director, Chairman of Transnordestina Logística and Chairman of Namisa. He was also CEO of Vicenza Mineração and a member of the Boards of Directors of Petra Energia, MRS Logística S/A and Ferrous Resources Limited.

He currently holds no position in other companies or organizations in the

third sector. He graduated in Mechanical Engineering from Instituto Superior Técnico in 1986, and obtained his Master's degree in Marketing in Business Administration from Universidade Católica de Lisboa in 1995. From 1987 to 1992 he held a

position in the sales department of Ford Lusitana. From 1994 to 1996, he held a commercial and marketing position at Honda Automóveis in Portugal, and in Companhia Europeia de Seguros from 1996 to 1999. He also served as officer of Sofinloc, from 1999 to 2000, and of Banco Esfinge in Madrid in 2001.

board and executive committee of St. Lous Regional Chamber - the Chamber of Commerce, Industrial Development Corporation and Research Council of Metropolitan St. Louis. Mr. Kaplan is also a member of the board of trustees and of the executive committee of Whitfield School and a member of the board of directors of Craft

Alliance.

the Suzuki brand, founded in 2008. Moreover, we hereby inform that Mr. Luís Fernando Memoria Porto was elected and took office as the Company's Chief Executive Officer on 07/10/2017 and has a term of office until 07/10/2019.

Group. In 2004 and 2005, he won the title of Mitsubishi Group's diamond car dealer for the performance of Via Jap Comércio de Veículos Ltda., under his management.

2011, he became the General Officer of H&R Block Brasil, the world leader in preparation of personal income tax returns, with more than 26 million customers worldwide. Finally, Mr. Eduardo does not currently hold management positions in other publicly held companies.

professional or commercial activities.

(i) main professional experiences during the last 5 years, indicating:

• name and business sector of the company

• position • if the company integrates (i) the economic group of the issuer or (ii) is controlled by a shareholder of the issuer that holds a direct or indirect stake equal to or greater than 5% of the same class or type of security of the issuer

ii. indication of all management positions in other companies or organizations in the third sector

n. Description of any of the following events that have occurred during the

Mr. Pedro Roque de Pinho Almeida has not been convicted,

in the last 5 years, (i) of any criminal offense, (ii) in an administrative proceeding of the CVM, or (iii) in a final and unappealable way in the judicial or administrative sphere, in such a way as to be suspended or disqualified for the practice of any professional or commercial activity.

Mr. Lee R. Kaplan has not been convicted, in the last 5 years, (i) of any criminal offense, (ii) in an administrative proceeding of the CVM, or (iii) in a final and unappealable way in the judicial or administrative sphere, in such a way as to be suspended or disqualified for the practice of any professional or commercial activity.

Mr. Luis Fernando Memoria Porto has not

been convicted, in the last 5 years, (i) of any criminal offense, (ii) in an administrative proceeding of the CVM, or (iii) in a final and unappealable way in the judicial or administrative sphere, in such a way as to be suspended or disqualified for the practice of any professional or commercial activity.

Mr. Sergio Augusto Guerra de Resende has not been

convicted, in the last 5 years, (i) of any criminal offense, (ii) in an administrative proceeding of the CVM, or (iii) in a final and unappealable way in the judicial or administrative sphere, in such a way as to be suspended or disqualified for the practice of any professional or commercial activity.

Mr. Eduardo Luiz Wurzman has not been convicted, in the last 5 years, (i) of any criminal offense, (ii) in an administrative proceeding of the CVM, or (iii) in a final and unappealable way in the judicial or administrative sphere, in such a way as to be suspended or disqualified for the practice of any professional or commercial activity. Mr. Eduardo entered into a Commitment Agreement with CVM on

06/27/2018, in PAS SEI 19957.009216/2017-16. The referred lawsuit questioned the acquisition of 30 thousand common shares issued by the Company, held on March 23, 24 and 27, 2007, in the total amount of R$226 thousand, which was allegedly held in possession of material information not yet disclosed to the market and of which Mr. Eduardo allegedly had knowledge due to his position of Director in the Company. The CVM Board unanimously accepted the proposed commitment agreement, without assumption of guilty, consenting to the opinion of the Commitment Agreement Committee. The Commitment Agreement signed was fully complied with and the Administrative Sanctioning Proceeding was filed.

Mr. Dirley Pingnatti Ricci has not been


Mr. Dirley Pingnatti Ricci has not been


Last 5 years:

i. any criminal conviction

ii. any conviction in administrative proceedings of the CVM and the penalties applied

iii. any final and unappealable conviction, in the judicial or administrative sphere, which has suspended or disqualified him for the practice of any professional or commercial activity

Include the statement of the members of the Board of Directors, the Executive Board and the Committees as to whether or not they are considered politically exposed persons, describing the reasons for such characterization

Mr. Pedro Roque de Pinho Almeida should not be considered a politically exposed person for all purposes.

Mr. Lee R. Kaplan should not be considered a politically exposed person for all purposes.

Mr. Luis Fernando Memoria Porto should not be considered a politically exposed person for all purposes.

Mr. Sergio Augusto Guerra de Resende should not be considered a politically exposed person for all purposes.

Mr. Eduardo Luiz Wurzman should not be considered a politically exposed person for all purposes.

Mr. Dirley Pingnatti Ricci should not be considered a politically exposed person for any purposes.

Mr. Jayme Nicolato Correa should not be considered a politically exposed person for any purposes.

a. Name Marco Túlio de Carvalho Oliveira Carlos Horácio Sarquis

b. Date of birth 04/13/1983 08/05/1972

c. Occupation Actuary Economist Manager

d. Individual Taxpayer’s Register (CPF) 059.505.066-26 228.963.748-33

e. Elective position occupied Chief Financial Officer/Investor Relations Officer Head of Rent a Car

f. Date of Election 06/07/2019 06/07/2019

g. Date of Taking of Office 06/07/2019 06/07/2019

h. Term of Office 06/07/2021 06/07/2021 i. Other Positions or functions held in the issuer

Permanent member of the Compliance Committee

Member of the Rent-a-Car Committee and Fleet Management Committee

j. Elected by Controller or not Yes Yes

k. Independent member No No

l. Number of consecutive terms 2 2

m. Information on: (i) main professional experiences during the last 5 years, indicating: • name and business sector of the company • position • if the company integrates (i) the economic group of the issuer or (ii) is controlled by a shareholder of the issuer that holds a direct or indirect stake equal to or greater than 5% of the same class or type of security of the issuer ii. indication of all management positions in other companies or organizations in the third sector

Mr. Marco Túlio has a degree in Actuarial Sciences from the Pontifícia Universidade Católica of Minas Gerais, a postgraduate degree in statistics from the Federal University of Minas Gerais. He has 16 years of experience in the administrative and financial areas, working in Industry, Social Security Entity and Financial Institutions. Mr. Marco Túlio has worked for the last 5 years as the Company's Manager, General Manager and Chief Financial Officer. Previously to the Company, Mr. Marco Túlio acted as Financial Supervisor of Banco Rural from 2006 to 2012.

Mr. Carlos Sarquis holds a bachelor's degree in Business Administration from the Universidade Católica of Argentina in 1995, a Master's degree in Finance from CEMA of Argentina and University of Chicago, and the Investment Training Program from Chase Manhattan Bank. He served as CEO of Grand Cru from 2015 to 2016, Brazil's largest retail wine company. Previously, he worked at Unidas as Officer of the Rent a Car and Marketing Segment, from 2011 to 2015. From 2002 to 2011, he was responsible for the areas of Retail and Consumer Banking at Itaú Unibanco. From 2000 to 2002, he served as partner in LID Group, a Venture Capital company. From 1998 to 2000, he was a consultant at MCKINSEY & Co. From 1994 to 1998, he served as Investment Banker at Chase Manhattan Bank.

n. Description of any of the following events that have occurred during the last 5 years: i. any criminal conviction ii. any conviction in administrative proceedings of the CVM and the penalties applied iii. any final and unappealable conviction, in the judicial or administrative sphere, which has suspended or disqualified him for the practice of any professional or commercial activity

Mr. Marco Túlio has not been convicted, in the last 5 years, (i) of any criminal offense, (ii) in an administrative proceeding of the CVM, or (iii) in a final and unappealable way in the judicial or administrative sphere, in such a way as to be suspended or disqualified for the practice of any professional or commercial activity.

Mr. Carlos Horácio Sarquis has not been convicted, in the last 5 years, (i) of any criminal offense, (ii) in an administrative proceeding of the CVM, or (iii) in a final and unappealable way in the judicial or administrative sphere, in such a way as to be suspended or disqualified for the practice of any professional or commercial activity.

Include the statement of the members of the Board of Directors, the Executive Board and the Committees as to whether or not they are considered politically exposed persons, describing the reasons for such characterization

Mr. Marco Túlio should not be considered a politically exposed person for all purposes.

Mr. Carlos Horácio Sarquis should not be considered a politically exposed person for all purposes.

12.6. In relation to each of the persons who have acted as a member of the board of directors or

of the audit committee in the last fiscal year, inform, in a table format, the percentage of

participation in the meetings held by the respective board in the same period, which occurred

after the investiture in office.

Name Meetings since the Investiture

Attendance (%)

Pedro Roque de Pinto de Almeida

12 100%

Lee R. Kaplan 12 100%

Luís Fernando Memoria Porto 46 100%


46 100%

Dirley Pingnatti Ricci 17 100%

Eduardo Luiz Wurzman 46 100%

Jayme Nicolato Correa, 4 100%

* Considers the meetings held in 2018 and 2019 (through September 30th)

12.7/8 - Composition of the committees

Name Committee type Position held Occupation Date of

election Term of office

Percentage of

attendance at

meetings

Individual Taxpayer’s Register (CPF) Description of other committees Description of other

positions held Date of birth

Date of

investiture

Number of

Consecutive

Terms

Other positions/functions held at the issuer

Cynthia Maria Delfini Tamura

253.448.448-67

Non-statutary People and Management Officer


Member of the Committee

(Permanent)

Psychologist

07/05/1976

11/22/2019

11/22/2019

one (1) year

2

N/A

Daniel Machado dos Santos

039.364.959-80

Chief Operations Officer Not Appointed Pursuant to the Articles of

Incorporation




(Permanent)

Engineer

03/26/1979

11/22/2019

11/22/2019

one (1) year

2

N/A

Dirley Pingnatti Ricci

696.165.669-20

Head of New Projects




(Permanent)

Manager

07/01/1971

11/22/2019

11/22/2019

one (1) year

2

N/A

Eduardo Luiz Wurzmann

085.702.598-83

Director





(Permanent) Economist

11/22/2019

11/22/2019

one (1) year

2

N/A

Flávio Kanaan Nabhan

809.199.609-87

Chief Relations Officer Not Appointed Pursuant to the Articles of

Incorporation

Customer Relations Committee Member of the Committee

(Permanent)

Businessman

01/13/1975

11/22/2019

11/22/2019

one (1) year

2

N/A

Francisco Nuno Pontes Correia Neves

695.099.216-53

Head of Used Vehicles



(Permanent)

Engineer

01/04/1966

11/22/2019

11/22/2019

one (1) year

1

N/A

N/A

Luis Augusto de Lima

019.820.789-10

Chief Used Vehicles Officer Not Appointed Pursuant to the Articles

of Incorporation



(Permanent)

Engineer

12/19/1978

11/22/2019

11/22/2019

one (1) year

3

N/A


915.133.326-00

Chief Executive Officer and Director



Rent-a-Car Committee


(Permanent)

Manager

11/03/1971

11/22/2019

11/22/2019

one (1) year

3

N/A

Marco Túlio de Carvalho Oliveira

059.505.066-26

Chief Financial Officer



(Permanent)

Actuary

04/13/1983

11/22/2019

11/22/2019

one (1) year

2

N/A

Sérgio Augusto Guerra de Resende

865.258.326-91

Director



(Permanent)

Businessman

03/24/1975

11/22/2019

11/22/2019

one (1) year

3

N/A

Tagiane Gomide Guimarães

049.058.956-18

Legal Manager and Compliance



(Permanent)

Lawyer

04/06/1980

11/22/2019

11/22/2019

one (1) year

2

N/A

Vanusa Lúcia Souza Peinado

152.060.458-02 Audit and Process Manager

Audit and Risk Management Committee Member of the Committee

(Permanent)

Manager

02/25/1974

11/22/2019

11/22/2019

one (1) year

2

N/A

Carlos Horácio Sarquis

288.963.748-33

Audit and Process Manager

Rent-a-Car Committee



(Permanent)

Manager

08/05/1972

11/22/2019

11/22/2019

one (1) year

2

N/A

Pedro Roque de Pinho de Almeida

232.942.528-70

Director

Rent-a-Car Committee Member of the Committee

(Permanent)

Engineer

05/21/1963

11/22/2019

11/22/2019

one (1) year

3

N/A

Luciano Antonio de Oliveira Santos

788.809.637-91

General Counsel




(Permanent)

Attorney

09/15/1972

11/22/2019

11/22/2019

one (1) year

1

N/A

Breno Davis Campolina

040.880.676-14

Project and New Business Officer




(Permanent)

Manager

07/31/1981

11/22/2019

11/22/2019

one (1) year

1

N/A

João Antonio Martins Mendes

055.990.788-50

IT Head

Audit and Risk Management Committee Member of the Committee

(Permanent)

System Analyst

07/15/1962

11/22/2019

11/22/2019

one (1) year

1

N/A

12.7/8 - Composition of the committees

Professional experience / Declaration of possible convictions / Independence Criteria

Cynthia Maria Delfini Tamura - 253.448.448-67

Ms. Cynthia Tamura has a degree in Psychology from the Universidade São Judas Tadeu (São Judas Tadeu University) and a Postgraduate Degree in Human Resources Management from Fundação Armando Álvares Penteado. Having 19 years of experience in the HR department, Cynthia worked in companies such as Unimed, where she served as Human Resources Manager from 2011 to 2015, Instituto Hermes Pardini, where she was the Chief Organizational Development Officer from 2008 to 2011, and Votorantim Finanças, where she served as Human Resources Manager from 2004 to 2008. Currently, she is Chief People and Management Officer at Unidas.

He declared that he has not been convicted of any criminal offense, or in administrative proceedings before the CVM, or in a final and unappealable manner, which suspended or disqualified him for the performance of professional

or commercial activities. Ms. Cynthia Tamura should not be considered a politically exposed person for any purposes.

Daniel Machado dos Santos - 039.364.959-80

More than 12 years of experience in strategic positions in the areas of operations, logistics, procurement and transportation, working in complex chains such as automotive, food, chemical, pulp and paper, hygiene and cleaning and auto parts, in major corporate and multinational groups, such as Ceva Logistics, where he was Division Chief, from 2004 to 2007, and JBS Friboi, where he was Logistics Negotiator in 2007, in addition to acting as Project Manager of Célere Logística Ltda. in 2008 and Logistics Manager of Ouro Verde T. L. S.A from 2008 to 2010. Mr. Daniel has a degree in Production Engineering and Mechanical Engineering from the Universidade Federal de Santa Catarina (Federal University of Santa Catarina) (UFSC), and holds an Executive MBA in Finance from EBS - Business School. Currently, he is Chief Operations Officer at Unidas


or commercial activities. Mr. Daniel Machado should not be considered a politically exposed person for any purposes.

Dirley Pingnatti Ricci - 696.165.669-20

See item 12.5/6

Eduardo Luiz Wurzmann - 085.702.598-83

See item 12.5/6

Flávio Kanaan Nabhan - 809.199.609-87

Mr. Flávio has wide experience in the vehicle rental segment, notably in fleet management and outsourcing for companies, with emphasis on his appointment as Chief Relations Officer of Auto Ricci S.A. Previously, Mr. Flávio was

Chief Executive Officer of Carrier Rent a Car, from 1993 to 2013. Currently, Mr. Flávio is Chief Relations Officer as Unidas. Mr. Flávio declared that he has not been convicted of any criminal offense, or in administrative

proceedings before the CVM, or in a final and unappealable manner, which suspended or disqualified him for the performance of professional or commercial activities. Mr. Flavio Kanaan should not be considered a politically

exposed person for any purposes.

Francisco Nuno Pontes Correia Neves - 695.099.216-53

See item 12.5/6

Luciano Antonio de Oliveira Santos – 788.809.637-91

Mr. Luciano holds a Law degree from the Federal University of Minas Gerais (Universidade Federal de Minas Gerais), a postgraduate degree in Civil Law from PUC-MG, Cyber Security for Business Executives and Lawyers from

UCLA (California) and a Business Foundation from the University of Pennsylvania. A professional with over 20 years of legal experience, Luciano has held leadership positions in large companies such as General Electric,

Accenture, ESCO Corporation, TOTVS and Ferrous Resources do Brasil.

Mr. He declared that he has not been convicted of any criminal offense, in administrative proceedings before the CVM, or in a final and unappealable manner, which suspended or disqualified him for the performance of

professional or commercial activities. Mr. Luciano Antonio should not be considered a politically exposed person for any purposes.

Luis Augusto de Lima - 019.820.789-10

Mr. Luis Lima has a degree in Mechanical Engineering from USP, an Executive MBA in Marketing from Getúlio Vargas Foundation and a Master’s degree of Business Management from the University of Westminster, England.

With more than 20 years of experience in multinationals and in Senior Management and Executive Board positions, he worked in companies such as Volvo, General Motors, from 2004 to 2012, and Grupo CCV, from 2012 to 2015,

when he assumed the Company's Used Vehicles Board. Mr. Lima declared that he has not been convicted of any criminal offense, or in administrative proceedings before the CVM, or in a final and unappealable manner, which

suspended or disqualified him for the performance of professional or commercial activities. Mr. Luis Augusto should not be considered a politically exposed person for any purposes.

.

Luis Fernando Memoria Porto - 915.133.326-00

See item 12.5/6

Marco Túlio de Carvalho Oliveira - 059.505.066-26

See item 12.5/6

Sérgio Augusto Guerra de Resende - 865.258.326-91

See item 12.5/6

Tagiane Gomide Guimarães - 049.058.956-18

Ms. Tagiane is a lawyer with LL.M in Corporate Law from IBMEC. She has extensive experience in Corporate Law. With more than 15 years of experience in the Legal segment, she worked as a lawyer for the Net Group

companies, from 2004 to 2008, and for the Research Development Foundation, from 2008 to 2010. Currently, Ms. Tagiane is Legal and Compliance Manager at Unidas. Ms. Tagiane declared that she has not been convicted of

any criminal offense, or in administrative proceedings before the CVM, or in a final and unappealable manner, which suspended or disqualified her for the performance of professional or commercial activities. Ms. Tagiane Gomide

should not be considered a politically exposed person for any purposes.

Vanusa Souza Peinado - 253.448.448-67

Ms. Vanusa Peinado has a degree in Public Administration from Unesp, with an MBA in Finance from Strong Educacional. She worked as Controlling Analyst at Companhia Ultragaz, from 2005 to 2007. Since then, she has served as Audit and Process Manager at Unidas.


or commercial activities. Ms. Vanusa should not be considered a politically exposed person for any purposes.

Carlos Horácio Sarquis - 288.963.748-33

See item 12.5/6

Pedro Roque de Pinho de Almeida - 232.942.528-70

See item 12.5/6

Breno Davis Campolina - 040.880.676-14

Mr. Breno has a degree in Business Administration from the Federal University of Minas Gerais (Universidade Federal de Minas Gerais), a postgraduate degree in Business Management and an Executive MBA from FDC. She has

over 15 years of career in governance, cross-functional team management, project, change management and strategic planning focused on growth and profitability, being a key part for the growth of companies such as Maquira

Dental Products and Geneseas Aquacultura. Mr. Campolina declared that he has not been convicted of any criminal offense, in administrative proceedings before the CVM, or in a final and unappealable manner, which suspended

or disqualified him for the performance of professional or commercial activities. Mr. Campolina should not be considered a politically exposed person for any purposes.

João Antonio Martins Mendes - 055.990.788-50

Mr. João has a degree in Mathematics, a postgraduate degree in Business Management from the Higher Business School, Innovación Y Espiritu Entrepreneur from IESE Business School from the University of Navarra and an

Executive Education from ISE Business School. He has 36 years of IT experience in the areas of Technology Infrastructure, Networks, Systems and Projects, acquired in large multinational organizations in the segments of

Automation, Manufacturing, Services, Financial, Consulting, Telecommunications, Automotive, Quality, Contact Center and BPO, as Lig , Atento, and Deloitte, among others. Mr. Mendes declared that he has not been convicted of any criminal offense, or in administrative proceedings before the CVM, or in a final and unappealable manner, which suspended or disqualified him for the performance of

professional or commercial activities. Mr. John Antoni should not be considered a politically exposed person for any purposes.

12.9. Information on the existence of marital relationship, stable union or kinship up to

the second degree between:

a. Company managers.

None.

b. (i) the Company’s managers and (ii) managers of the Company’s direct or indirect

subsidiaries.

None.

c. (i) the Company’s managers or the managers of the Company’s direct or indirect

subsidiaries, and (ii) the Company’s direct or indirect controlling shareholders.

None.

d. (i) the Company’s managers and (ii) managers of the Company’s direct and indirect

controlling companies.

None.

12.10. Inform about subordination, service provision or control relationships maintained,

in the past three (3) fiscal years, between the Company’s managers and:

a. The Company's direct or indirect subsidiary, other than those in which the issuer

directly or indirectly holds the total share capital

None.

b. The Company’s direct or indirect controlling shareholder

None.

c. If material, supplier, customer, debtor or creditor of the Company, its subsidiaries or

controlling shareholders or controlled companies of any of these persons.

None.

12.11. Describe the provisions of any agreements, including insurance policies, which

provide for the payment or reimbursement of expenses incurred by the managers, arising

from redress for damages caused to third parties or the issuer, penalties applied by state

agents, or agreements intended to close administrative or judicial proceedings, due to the

performance of their duties

We have contracted a Civil Liability insurance for Officers and Managers (“D&O”) with Berkley

Internacional do Brasil Seguros S.A. for the benefit of our officers and managers, in order to

guarantee the reimbursement of any costs with legal defense and indemnities arising from legal

and administrative proceedings, as well as arising from complaints from our minority shareholders

or from aggrieved third parties, related to their management activities. The term of effectiveness

of the policy is from January 23, 2019, to January 23, 2020. We have paid Berkley Internacional

do Brasil Seguros S.A. a premium equivalent to approximately R$58.7 thousand for the insurance.

It is noteworthy that the aforementioned policy includes, among other protections, coverage for

defense costs and coverage for indemnifiable losses related to indemnities, court and/or out-of-

court agreements related to labor, tax, social security, competition, and consumer liability filed

against the company and which assign responsibility to the manager for disregard of the corporate

veil or joint or subsidiary liability of the manager, and final and unappealable judgment or

agreement with third parties under the consent of the Insurance Company, as a result of suit for

damages or holding the managers liable for damage caused to third parties due to their

performance as managers.

Notwithstanding, such policy excludes from the above protection all intentional acts, claims known

before the policy entered into force, pension funds, and/or social security funds, claims directly or

indirectly related to, based on, or resulting from acts against the national or foreign government

and claims not inherent to the insured party's position. Accordingly, the Company understands

that the reimbursement, to managers, of costs and expenses arising from administrative and

judicial proceedings and/or out-of-court agreements is fair and due, once they derive from acts

committed in the exercise of their functions, without intent or gross negligence that shows the

intention to harm the Company or third parties.

As a result, the Company believes that it has greater capacity to attract and maintain its key

personnel, thus ensuring a better development of its business strategy.

The Company does not have any other commitments of indemnity with its managers.


The corporate governance practices adopted by the Company value ethics and transparency in

the relationship with the Company's shareholders and other stakeholders and are duly evidenced

in the disclosure of information to the market.

The purpose of these practices is to cooperate with the understanding of the Company's real

value, facilitate its access to capital, and contribute to its permanence. The Company's good

practices were reinforced with the approval, at the Extraordinary and Annual General Meeting

held on February 27, 2012, of the Company's Code of Conduct and Ethics.

The Company also has its shares traded in the special corporate governance segment of B3's

Novo Mercado, exclusively for companies that meet minimum requirements and accept to be

subject to differentiated corporate governance rules, including, but not limited to:

i. Maintain a share capital structure composed exclusively of common shares;

ii. Maintain outstanding shares in a percentage corresponding to at least 25% of its share

capital;

iii. Provide for the composition of its board of directors with at least two independent

directors;

iv. Prepare and disclose a code of conduct approved by the board of directors and applicable

to all employees and managers of the Company;

v. Develop and disseminate policies of transactions with related parties;

vi. Establish a channel that allows the receipt of internal and external complaints, related to

noncompliance with the code of conduct, policies, legislation and regulations applicable

to the Company; and

vii. Establish an audit committee, appointed pursuant to the Articles of Incorporation or

otherwise, which must be an advisory body linked to the Company's board of directors,

with operational autonomy.

In addition, the Company adopts the corporate governance practices recommended by the

Corporate Governance Best Practice Code published by the IBGC - Brazilian Corporate

Governance Institute, to which it is associated, and states that it applies the principles and rules

established in said code

a) Information on Shareholders’ Meetings held in the last three (03) years:

Date 10/04/2019

Type of General Meeting Extraordinary General Meeting

Installation at second call Yes

Installation quorum The meeting was convened on the first call

with the presence of shareholders

representing 64.42% of the Company's

voting share capital and on the second call

with the presence of shareholders

representing 61.89 of the Company's voting

share capital.

Date 04/26/2019

Type of General Meeting Extraordinary and Annual General Meeting

Installation at second call No

Installation quorum The Annual General Meeting was convened

on the first call with the presence of

shareholders representing 70.08% of the

Company's voting share capital and on the

Extraordinary General Meeting with the

presence of shareholders representing 70.36

of the Company's voting share capital.

Date 01/31/2019



Installation quorum The meeting was initiated with the presence

of shareholders representing 66.704% of the

Company's voting share capital.

Date 12/13/2018



Installation quorum The meeting was initiated with the presence



Date 11/06/2018



Installation quorum The meeting was installed with the presence



Date 04/27/2018






Date 03/09/2018






Date 01/02/2018






Date 05/11/2017






Date 04/28/2017

Type of General Meeting Annual General Meeting





Date 01/09/2017






Date 4/29/2016






13.1 - Describe the compensation policy or practice of the board of directors, executive board

appointed pursuant to the articles of incorporation and not appointed pursuant to the articles

of incorporation, audit committee, committees appointed pursuant to the articles of incorporation, and audit, risk, financial, and compensation committees, addressing the

following aspects

a. Objectives of the compensation policy or practice, informing if the compensation policy

has been formally approved, body responsible for its approval, date of approval and, if the issuer discloses the policy, locations in the worldwide computer network where the

document can be found.

The Company does not have a formally approved compensation policy, as it adopts compensation practices in line with market practices, and as structured in partnership with the business management

consulting company Korn Ferry Hay Group, a world reference in the compensation market, based on TOP

Executive Compensation, a survey that considers as income the base salary, benefits, and bonuses received by professionals.

The main purposes of the compensation are (a) the motivation of our executives, with the primary

objective of generating value for our shareholders; and (b) the preservation of meritocracy, so that the

compensation of each executive is proportional to his/her contribution to our results.

None of the members of the Company's committees receive any compensation for participation in said committees or for the performance of their duties related to the position of member of these committees.

All members of the Board of Directors receive the same amount as compensation for their performance

in said body.

b. Compensation breakdown, indicating:

i. Description of the compensation elements and the objectives of each of them:

Our executives (officers appointed pursuant to the articles of incorporation or not) are entitled to compensation consisting of the following elements: (a) fixed compensation, seeking to align our interests

to those of executives in the short term, (b) annual variable compensation (bonus), based on quantitative performance indicators defined in the strategic planning by the breakdown of the guidelines contained

therein, in order to preserve a meritocratic environment, so that executive compensation is proportional

to their contribution to our income, (c) participation in the stock options grant plan, for the purpose of linking the long-term interests of the shareholders to the interests of the executive board, and (d) the

benefits described below:

The compensation of the members of the Board of Directors, except in cases where the directors also act as executive officers, is composed of monthly and fixed compensation, as well as participation in the stock

options program. With this practice of compensation, we understand that it is possible to be competitive

in the short term, and also tie the Board of Directors' interests to those of the shareholders participating in stock options programs.

We grant the following benefits to our Officers (appointed pursuant to the Articles of Incorporation or

not) as a form of retention, to provide greater economic security and social welfare:

• Benefits common to all positions, including the Executive Board (except for the Board

of Directors): among the benefits offered to all of our employees, we highlight medical and dental assistance, meal or food tickets, agreement with accredited pharmacy network for the purchase of

medicines and products with discount, agreements with other partners for the purchase of services and products with discount, day care assistance, life insurance, and school supplies allowance.

• Exclusive benefits to the Executive Board: in addition to the benefits offered above, we also offer annual medical check-up, vehicle with option of shielding, fuel allowance, and discount on the

acquisition of vehicles.

We also offer our managers participation in the stock options plan, for the purpose of aligning incentives

between managers and shareholders, and aiming at the long-term retention of these professionals.

The common or exclusive benefits are not applied to the Board of Directors, except in cases in which the

directors also act as executive officers, as the compensation of the Board of Directors does not follow the methodology applied to the other positions. These assumptions regarding the compensation of Directors

are defined by the Board itself.

ii. In relation to the last 3 fiscal years, the proportion of each element in the total

compensation

Nine-month period ended September 30, 2019

Nine-month period ended September 30, 2019

In 2019 Board of Directors

Executive Board Appointed pursuant

to the articles of incorporation

Executive Board not appointed pursuant

to the Articles of Incorporation

Fixed compensation 95.00% 32.50% 36.57%

Variable compensation 0.00% 44.08% 22.82%

Stock Option Program 5.00% 21.38% 32.66%

Benefits 0.00% 2.04% 7.95%

Total 100.00% 100.00% 100.00%

Year ended December 31, 2018


Realized in 2018 Board of Directors Executive Board

appointed pursuant to the Articles of

Incorporation

Executive Board not


Incorporation


Variable

compensation

0.0% 29.7% 36.1%

Stock Option

Program

24.9% 22.0% 15.8%

Benefits 0.0% 3.7% 7.2%

Total 100.0% 100.0% 100.0%


2017 Realized

Board of Directors

Executive Board

appointed pursuant to the Articles

of Incorporation

Executive Board not appointed pursuant to

the Articles of Incorporation




Benefits 0.0% 4.4% 9.4%

Total 100.0% 100.0% 100.0%


2016 Realized

Board of Directors

Executive Board appointed

pursuant to the Articles of

Incorporation

Executive Board not appointed


Incorporation




Benefits 0.0% 6.7% 11.4%

Total 100.0% 100.0% 100.0%

iii. Calculation and adjustment methodology of each of the compensation elements

The fixed compensation of our Executive Board appointed pursuant to the Articles of Incorporation or otherwise, as well as the benefits mentioned in item 13.1 above and attributed to our Executive Board

are adjusted annually as follows:

Executive Board appointed pursuant to the Articles of Incorporation according to the accumulated IPCA

of the year; and

Executive Board not appointed pursuant to the Articles of Incorporation according to the collective labor agreement of the location of the executive board.

With respect to variable compensation, the main condition for payment is obtaining a minimum net profit defined by our Board of Directors. Once this result has been reached, 5 to 16% of the profit will be

distributed to our employees and managers as variable compensation.

In this regard, the variable compensation of the managers is calculated according to the achievement of financial and operational targets, internal income goals, and individual goals of each manager. Any change

to our variable compensation policy can only be implemented with the approval of the Board of Directors.

Our appraisal of the accomplishment of goals is made firstly on the basis of the company’s results, if all

these indicators are evaluated positively, we proceed to the review of the fulfillment of the employee’s personal goals.

The members of the Board of Directors do not receive annual adjustment of fixed compensation, and are not entitled to variable remuneration.

iv. Reasons that justify the compensation breakdown

We believe that the combination of the fixed and variable elements that make up the compensation of

our Executive Board appointed pursuant to the Articles of Incorporation and not appointed pursuant to

the Articles of Incorporation aligns the personal interests of our officers to ours in the short and medium term. The fixed portion of the income is calculated so as to provide security for the fulfillment of the daily

obligations of the executives, while the variable portion is associated to goals established for each fiscal year.

The stock options plan, in turn, answers for the alignment of interests between executives and Company

in the long term, also collaborating to the retention of executives.

The retention of the Board of Directors will take place through the compensation base itself - TOP Executive Compensation - which we consider to be bold and in line with the market best practices.

v. The existence of members not compensated by the issuer and the reason for such fact

In the last three fiscal years, all members of the Company's management were compensated for the

exercise of their positions.

c. Key performance indicators that are taken into consideration in the determination of

each compensation element.

For calculation of all the items of compensation for the Officers, the Officer's performance and the

fulfillment of his/her individual goals are taken into account. These goals are assessed through the book of goals and competence appraisal. The book of goals is a tool that evidences the participation of each

Executive Board to achieve the Company's vision, using the Company's guideline management methodology, as approved by the Board of Directors, which discloses to all employees the expected

results for the current year.

The variable remuneration is directly linked to the indicators contained in our budget, which is approved

annually by the Board of Directors and contains the goals defined for the period, such as the targets related to our rental revenue, EBITDA, net income, turnover of our employees, and customers

satisfaction, among other indicators.

Our assessment of goal achievement is done primarily on the basis of our results. If all these indicators

are evaluated positively, we proceed to the review of fulfillment of the individual goals.

The Company understands that such appraisal methodology provides an assertive mapping of high performance points and possible improvements for the team of officers, allowing not only the

engagement, but also the direction for evolution and focus on results to the benefit of the Company.

d. How the compensation is structured to reflect the growth of performance indicators

The variable portion of the compensation is structured to reflect the growth of performance indicators.

This portion is directly linked to the individual performance of each executive (competency management methodology), as described in item 12.1 of this Reference Form, of their area (breakdown of guidelines)

and of our performance, in the achievement of the goals defined for each department in the period in

question (according to the book of goals applicable to each Board). The value of the variable compensation is directly related to the performance of the executive demonstrated in the period

evaluated. We also offer our executives participation in a stock options plan, with the intention of aligning their personal objectives with the Company's objectives, providing for their long-term retention.

e. How the compensation policy or practice is aligned with the short-, medium- and long-term interests of the issuer

Our practice with regard to total compensation components is directly aligned with our short- and

medium-term objectives and interests, as the internal, financial and income targets established by our management are tied to variable compensation results. For the long term, we align our interests to those

of our managers through the granting of stock options, with deadline for exercise deferred among short,

medium and long term, reaffirming risk and result sharing between us and our managers.

f. Existence of compensation supported by direct or indirect controlled companies,

controlling shareholders or subsidiaries

None of our managers has compensation supported by direct or indirect controlling shareholders,

controlled companies or subsidiaries of the Company.

g. Existence of any compensation or benefit related to the occurrence of a certain corporate

event, such as the sale of controlling interest of the issuer.

The exercise of the options granted by our First Stock Options Plan, as described in item 13.4 of this Reference Form, was linked to the realization of our initial public offering ("IPO"), being other provisions

included in the First Stock Option Plan of the Company.

h. Practices and procedures implemented by the board of directors to define the individual

compensation of the board of directors and executive board, indicating

i. The bodies and committees of the issuer that participate in the decision-making process, identifying how they participate.

The People Management Committee appointed pursuant to the Articles of Incorporation of the Company is responsible for discussing and defining the individual compensation rules for the Board of Directors and

Executive Board based on the methodology described in item (ii) below. These rules are subsequently approved by the Board of Directors.

ii. criteria and methodology used for the determination of individual compensation,

indicating whether studies are used to verify market practices and, if so, the criteria for

comparison and the scope of such studies.

The Company uses the criteria and methodology to set individual compensation based on the methodology of Korn Ferry Hay Group, a global company that conducts studies and market analyses on

compensation, for subsequent application of the rules adhering to the best practices of the market by

the Company.

The Hay Job evaluation method has its origins in factor comparison methods. In its current form, it has become a worldwide process used to evaluate executive and professional positions.

Currently, the Hay Method is applied in approximately 10,000 organizations in about 47 countries.

The job performance evaluation is an extremely useful process to clarify the actual contents of positions, and classify them through their quantification, within a rational structure, and thus facilitate wage

comparisons inside and outside the company.

Evaluation made through 3 factors, divided into 8 micro factors:

Once the evaluation is conducted, a score is achieved that establishes the salary level of the job, which

is called the "Grades" structure. The purpose of the creation of the Grades is to simplify the management of salaries and benefits and provide an instrument that makes it possible to recognize significant changes

in the contents of the positions.

Once this has been done, we are able to evaluate all compensation components both internally and in

relation to the market.

iii. how often and how the board of directors assesses the adequacy of the issuer's compensation policy.

On an annual basis, the Board of Directors, based on the evaluation of the Korn Ferry Hay Group

and on the recommendations of the People Management Committee, assesses the adequacy of

the Company's compensation policy.

KNOW HOW

Technical / Practical

Management

Communication Skills and Influence

PROBLEM SOLVING

Thought Context

Thought Challenge

ACCOUNTABILITY

Freedom of Action

Nature of the Impact

Magnitude of Impact

13.2 - Total compensation of the board of directors, executive board appointed pursuant

to the Articles of Incorporation, and audit committee

Total Compensation Projected for the Current Fiscal Year 12/31/2019 - Annual Amounts

Board of Directors


pursuant to the Articles of Incorporation

Audit

Committee Total

Total No. of

members 8.5 7.7 0 16.2

No. of paid members

7.5 6.7 0 14.2

Annual fixed

compensation

Salary and compensation

for management

2,096,624.00 5,871,865.00 7,968,489.00

Direct and indirect benefits

530,685.00 530,685.00

Participation in

committees 0 0 0 0

Other 0 0 0 0

Description of

other fixed

compensations

Variable

Compensation

Bonuses 0 0 0 0

Profit sharing 10,847,315.00 10,847,315.00

Participation in

meetings 0 0 0 0

Commissions 0 0 0 0

Other 0 0 0 0

Description of other variable

compensations

Post-employment

0 0 0 0

Cessation of

office 0 0 0 0

Share-based

compensation, including

options

148,847.00 1,516,664.00 1,665,511.00

Note

(1) The number of members of each

body was

determined in the manner specified in

Circular Letter CVM/SEP/No.

03/2019, as detailed in item 13.16 of the

Reference Form.

(1) The number of members of each body was

determined in the manner specified in Circular Letter

CVM/SEP/No. 03/2019, as

detailed in item 13.16 of the Reference Form.

Total

compensation 2,245,471.00 18,766,529.00 0.00 21,012,000.00

Total compensation effectively recognized in the fiscal year ended 12/31/2018

Board of Directors Executive Board appointed pursuant to the Articles of

Incorporation

Audit Committee

Total

Total No. of members

6.5 4 0 10.5

No. of paid members

6.5 3 0 9.5

Annual fixed compensation

Salary and compensation for management

748,700.00 5,076,509.61 5,825,209.61

Direct and indirect benefits

0.00 272,537.34 272,537.34

Participation in committees

0 0 0 0.00

Other 0 0 0 0.00

Description of other fixed compensations

Variable Compensation

Bonuses 0 0 0 0.00

Profit sharing 0.00 4,131,557.66 4,131,557.66

Participation in meetings

0 0 0 0.00

Commissions 0 0 0 0.00

Other 0 0 0 0.00

Description of other variable compensations

Post-employment

0 0 0 0.00

Cessation of office

0 0 0 0.00

Share-based compensation, including options

0.00 1,385,695.39 1,385,695.39

Note

(1) The number of members of each

body was determined in the

manner specified in

Circular Letter CVM/SEP/No.

03/2019, as detailed in item 13.16 of the

Reference Form.

(1) The number of members of each body was determined

in the manner specified in Circular Letter CVM/SEP/No.

03/2019, as detailed in item 13.16 of the Reference Form, disregarding those that waived

compensation.

Total compensation 748,700.00 10,866,300.00 0.00 11,615,000.00

Total Compensation of the Fiscal year ended December 31, 2017

Board of Directors

Executive Board

appointed pursuant to the

Articles of Incorporation

Audit Committee Total

Total No. of

members 5.00 4.67 0 9.67

No. of paid

members 5.00 4.67 0 9.67

Annual fixed

compensation

Salary and

compensation for

management

635,451.60 1,997,954.12 0.00 2,633,405.72

Direct and indirect

benefits 0.00 114,000.00 0.00 114,000.00

Participation in

committees 0.00 0.00 0.00 0.00

Other 0.00 0.00 0.00 0.00

Description of other

fixed compensations 0 0 0 -

Variable

Compensation

Bonuses 0.00 0.00 0.00 0.00

Profit sharing 0.00 334,192.30 0.00 334,192.30

Participation in

meetings 0.00 0.00 0.00 0.00

Commissions 0.00 0.00 0.00 0.00

Other 0.00 0.00 0.00 0.00


variable

compensations

Post-employment 0.00 0.00 0.00 0.00

Cessation of

office 0.00 0.00 0.00 0.00

Share-based

compensation,

including options

38,765.46 411,636.52 0.00 450,401.98

Note

(1) The number of

members of each

body was

determined in the

manner specified in

Circular Letter

CVM/SEP/No.

03/2019, as detailed

in item 13.16 of the

Reference Form.

(1) The number of

members of each body

was determined in the

manner specified in

Circular Letter

CVM/SEP/No. 03/2019,

as detailed in item 13.16

of the Reference Form.


Total Compensation of the Fiscal year ended December 31, 2016

Board of Directors

Executive Board

appointed pursuant to the

Articles of Incorporation

Audit Committee Total

Total No. of

members 5.00 2.00 0 7.00

No. of paid

members 5.00 2.00 0 7.00

Annual fixed

compensation

Salary and

compensation for

management

606,000.00 1,682,188.31 0.00 2,288,188.31

Direct and indirect

benefits 0.00 142,692.00 0.00 142,692.00

Participation in

committees 0.00 0.00 0.00 0.00

Other 0.00 0.00 0.00 0.00


fixed compensations 0 0 0 -

Variable

Compensation

Bonuses 0.00 0.00 0.00 0.00

Profit sharing 0.00 198,584.24 0.00 198,584.24

Participation in

meetings 0.00 0.00 0.00 0.00

Commissions 0.00 0.00 0.00 0.00

Other 0.00 0.00 0.00 0.00


variable

compensations

Post-employment 0.00 0.00 0.00 0.00

Cessation of

office 0.00 0.00 0.00 0.00

Share-based

compensation,

including options

0 107,535.45

0.00 107,535.45

Note

(1) The number of

members of each

body was

determined in the

manner specified in

Circular Letter

CVM/SEP/No.

03/2019, as detailed

in item 13.16 of the

Reference Form.

(1) The number of

members of each body

was determined in the

manner specified in

Circular Letter

CVM/SEP/No. 03/2019,

as detailed in item 13.16

of the Reference Form.


13.3 – Variable Compensation of the last 3 fiscal years and the one projected for the

current fiscal year of the board of directors, executive board appointed pursuant to the

articles of incorporation, and the audit committee:

Variable compensation projected for the current fiscal year (2019)

Board of Directors

Executive Board appointed pursuant


Audit Committee

Total

No. of members 8.5 7.7 N/A 16.2

No. of paid members 7.5 6.7 N/A 14.2

Bonuses N/A N/A N/A N/A

Minimum value prescribed in the compensation plan

N/A N/A N/A N/A

Maximum value prescribed in the compensation plan

N/A N/A N/A N/A

Amount provided for in the compensation plan, if the goals were achieved

N/A N/A N/A N/A

Amount effectively recognized in profit or loss

N/A N/A N/A N/A

Profit sharing N/A 10,847,500.00 N/A 10,847,500.00


N/A 0 N/A 0


N/A 10,847,500.00 N/A 10,847,500.00


N/A 10,847,500.00 N/A 10,847,500.00

Variable compensation - fiscal year ended on 12/31/2018

Board of Directors

Executive Board


Incorporation

Audit Committee

Total

No. of members 6.5 4 N/A 10.5

No. of paid members 6.5 3 N/A 9.5

Bonuses N/A N/A N/A N/A


N/A N/A N/A N/A


N/A N/A N/A N/A


N/A N/A N/A N/A


N/A N/A N/A N/A

Profit sharing N/A 1,693,732.92 N/A 1,693,732.92

Minimum value prescribed in

the compensation plan

N/A 0 N/A 0


N/A 2,500,000.00 N/A 2,500,000.00


N/A 2,500,000.00 N/A 2,500,000.00


N/A 1,693,732.92 N/A 1,693,732.92

Variable compensation - fiscal year ended on 12/31/2017

Board of Directors



Incorporation

Audit Committee

Total

Total No. of members 5.00 4.67 N/A 9.67


Bonuses

Minimum value prescribed in the

compensation plan N/A N/A N/A N/A


N/A N/A N/A N/A


N/A N/A N/A N/A


N/A N/A N/A N/A

Profit sharing


N/A 334,192.30 334,192.30 334,192.30


N/A 2,500,000.00 N/A 2,500,000.00


N/A 2,500,000.00 N/A 2,500,000.00


N/A 334,192.30 N/A 334,192.30

Variable compensation - Fiscal year ended December 31, 2016

Board of Directors



Incorporation

Audit Committee

Total

Total No. of members 5.00 2.00 N/A 7.00


Bonuses


N/A N/A N/A N/A


N/A N/A N/A N/A


N/A N/A N/A N/A


N/A 0 N/A 0

Profit sharing


N/A 0 N/A 0


N/A 2,500,000.00 N/A 2,500,000.00


N/A 2,500,000.00 N/A 2,500,000.00


N/A 198,584.24 N/A 198,584.24

13.4 – In relation to the share-based compensation plan of the Board of Directors and

executive board appointed pursuant to the articles of incorporation in force in the last fiscal

year and projected for the current fiscal year, describe:

a. General terms and conditions:

Plan I

Our shareholders approved, at the Extraordinary General Meeting, the First Stock Option Plan,

on December 21, 2010, as amended at the extraordinary general meetings held February 23, 2012, March 30, 2012, August 1, 2014, and December 13, 2018, and October 4, 2019 ("Option

Plan I"), which sets the general conditions for the granting of stock options issued by us, to our employees, Managers, and third parties considered to be strategic for us (service providers

of our Company or companies under our control, as well as professionals that we intend to

attract to our team), to be appointed by our Board of Directors for the purpose of encouraging and retaining professionals considered strategic and aligned with our objectives.

On December 21, 2010, January 12, 2011, May 23, 2011 and February 23, 2012, our Board of

Directors approved the lists of beneficiaries of said Plan I and the signing of the respective

agreements with the beneficiaries. Additionally, on March 30, 2012 and April 2, 2012, the Board of Directors approved the update of the quantity and price of exercise of the Options granted

under the scope of said Option Plan I, and the execution of amendments to the aforementioned agreements to reflect these changes, due to the cancellation of the Company's treasury shares

and the split of shares of the Company’s share capital, approved respectively by the General Meetings held on February 27, 2012 and March 30, 2012.

The general conditions of the Option Plan I, applicable to all its beneficiaries are as follows:

Granted Options: The Options granted under this Plan may not exceed the maximum limit of four

percent (4%) of the Company's existing shares, as updated from time to time by new issues, splits,

fractionation, or any modification, considering including, for the purposes of this maximum limit, the

granting of Options and/or shares approved by the Company's Board of Directors, pursuant to the Second

Stock Option Plan and the Stock-Linked Incentive Plans approved by the Company.

Exercise price: R$1.01 for the grants authorized by our Board of Directors on December 21, 2010,

January 12, 2011, and May 23, 2011, R$1.13 for the grants approved by our Board of Directors on February 23, 2012.

Adjustment of Exercise Price: annually, as of the date of execution of the option grant

agreement, by the positive variation of the General Market Price Index published by Getúlio Vargas

Foundation - IGP-M ("IGP-M").

Number of Shares: corresponding options may be granted up to a maximum limit of four percent

(4%) of the Company's existing shares, considering, for the purposes of this maximum limit, the granting

of Options and/or shares approved by the Company's Board of Directors, pursuant to the Second Issuance Stock Option Plan and the Stock-Linked Incentive Plan approved by the Company. As of September 30,

2019, 1,813,500 options had been granted in this Plan.

Beneficiaries: Managers, employees and third parties considered strategic.

Conditions: the options granted were fully conditioned to the initial public offering of shares issued

by the Company ("Initial Public Offering"). Alternatively, they were also be conditioned to consolidation, spin-off, merger, or other form of corporate reorganization involving the Company, which results in (i) a

company with its shares listed on a stock exchange or (ii) exchange of shares issued by the Company for shares of a company with its shares listed on a stock exchange.

Vesting dates: considering the holding of the Initial Public Offering as a condition, the options

became exercisable as follows: 20% exercisable immediately after the date of publication of the Offering

Closing Notice of the Initial Public Offering and 20% for each of the four anniversaries subsequent to the

date of the respective publication of the Offering Closing Notice.

Term for Exercise: The Options may be exercised at any time within a period of five years from

the respective vesting date(s);

Termination: the termination of the option grant agreement will be automatic in case the

beneficiary ceases to maintain an employment or statutory relationship with the Company, if one of the conditions for exercise does not occur within five (5) years from the date of execution of the option grant

agreement, or even after the exercise of all stock options, whichever occurs first.

Plan II

Our shareholders approved, at the Extraordinary General Meeting, our Second Stock Option

Plan, on February 23, 2012, as amended at the Extraordinary General Meetings held March 30,

2012, October 19, 2012, August 1, 2014, November 21, 2018, and December 13, 2018, and October 4, 2019 ("Option Plan II") and, together with the Option Plan I, simply "Stock Option

Plans"), which sets the general conditions for new granting of stock options issued by us, to our Managers, employees, and third parties considered to be strategic for us (service providers

of our Company or companies under our control, as well as managers and professionals that

we intend to attract to our team), to be appointed by our Board of Directors, for the purpose of encouraging and retaining professionals considered strategic and aligned with our objectives.

The Options granted under this Plan may not exceed the maximum limit of four percent (4%) of the

Company's existing shares, including, for the purposes of this maximum limit, the granting of options and/or shares approved by the Company's Board of Directors, within the scope of the Stock Option Plans

and the Stock-Linked Incentive Plan issued by the Company.

The conditions applicable to each Stock Option Granting Program entered into under the Option

Plan II are as follows:

Stock Option Program I

Our Board of Directors approved, under the aforementioned Plan II, the First Stock Option

Program on February 23, 2012, as amended on March 30, 2012, April 2, 2012, November 1, 2012, September 21, 2015, and November 21, 2018, and October 17, 2019 ("Option Program

I"), as well as the lists of beneficiaries of said Program and signature of the respective agreements with the beneficiaries. Additionally, on March 30, 2012, April 02, 2012 and

November 21, 2018, the Board of Directors approved the update of the quantity and price of

exercise of the Options granted under the scope of said Stock Option Program I, and the execution of amendments to the aforementioned agreements to reflect these changes, due to

the cancellation of the Company's treasury shares and the split of shares of the Company's share capital, approved respectively by the General Meetings held on February 27, 2012 and

March 30, 2012. For more information on the breakdown, see item 8.4 of the Reference Form.

On November 1, 2012, it was decided at a Meeting of the Company's Board of Directors that

the options granted under the Stock Option Program I should grant share subscription rights, corresponding to up to 0.75% (seventy-five hundredths percent) of our total share capital. On

September 21, 2015, the Board of Directors approved that the options granted under the Stock

Option Program I must grant share subscription rights corresponding to up to 0.432080135% of our total share capital. As of November 21, 2018, the Board of Directors defined that the

options granted under the Stock Option Program I must grant subscription rights, corresponding to up to 0.24020014% of the Company's share capital. Finally, on October 17,

2019, the Board of Directors determined that the options granted under the Stock Option Program I may not exceed the maximum limit of four percent (4%) of the Company's existing

shares, considering including, for the purposes of this maximum limit, the granting of options

and/or shares approved by the Company's Board of Directors, within the scope of the

Company's Stock Option Plan and the Stock-Linked Incentive Plan. Please find below the main features of the Stock Option Program I:

Exercise price: R$1.13.

Adjustment of Exercise Price: annually from the date of signature of the option grant agreement,

by the positive variation of the IGP-M or, in case of its extinction, by the national index that reflects the

inflation of the period, as applied by the Federal Public Administration.

Number of Shares: the Options granted under this Plan may not exceed the maximum limit of four

percent (4%) of the Company's existing shares, including, for the purposes of this maximum limit, the granting of options and/or shares approved by the Company's Board of Directors, within the scope of the

Stock Option Plans and Stock-Linked Incentive Plan issued by the Company. And, by September 30, 2019, 842,121 options that were in effect had been granted.

Beneficiaries: managers and third parties considered strategic for us (service providers to our

Company or companies under our control, and professionals that we intend to attract to our team).

Conditions: the options granted will be fully conditioned to the Initial Public Offering. Alternatively,

they would also be conditioned to a merger, spin-off, consolidation or other form of corporate reorganization involving us, which results in (i) a company with its shares listed on a stock exchange or

(ii) exchange of shares issued by us for shares issued by a company that has its shares listed on the stock

exchange.

Vesting dates: considering the performance of the Initial Public Offering as a condition, the options

will become exercisable, as follows: twenty percent (20%) immediately after the date of publication of the Offering Closing Notice (subject to regulatory restrictions applicable to the Managers) or of a merger,

spin-off, consolidation or other corporate reorganization involving us and 20% on each of the four anniversaries subsequent to the date of the respective publication of the Offering Closing Notice of the

Initial Public Offering or the performance of a merger, spin-off, consolidation or other form of corporate

reorganization involving us.

Term for Exercise: The options may be exercised at any time within a period of five years from

the respective vesting date(s);

Conditions to Stay: the exercise of the options is fully conditioned to the mandatory and

uninterrupted permanence of our beneficiaries as employees or managers, from the date of execution of

the respective option grant agreement to the completion of each vesting period, unless the bond is terminated by us without cause attributable to the beneficiaries.

Termination: the termination of the option grant agreements will be automatic, regardless of any

communication to the parties: (i) if the beneficiaries cease to maintain ties with us, except in case of

dismissal or termination of the bond by our initiative without cause attributable to the beneficiaries; (ii) after the exercise of all options; or (iii) in case none of the trigger scenarios occur within five (5) years

from the date of execution of the respective option grant agreement.

Stock Option Program II

Our Board of Directors approved, under the aforementioned Plan II, the Second Stock Option

Program on February 23, 2012, as amended on March 30, 2012, April 2, 2012, November 1,

2012, and September 21, 2015, March 21, 2019, and October 17, 2019 ("Stock Option Program II"), as well as the lists of beneficiaries and signature of the respective agreements with the

beneficiaries. Additionally, on March 30, 2012 and April 02, 2012, the Board of Directors approved the update of the quantity and price of exercise of the options granted under the

scope of said Stock Option Program II, and the execution of amendments to the

aforementioned agreements to reflect these changes, due to the cancellation of the Company's

treasury shares and the split of shares of the Company's share capital, approved respectively

by the General Meetings held on February 27, 2012 and March 30, 2012. For more information on the breakdown, see item 8.4 of the Reference Form.

On November 1, 2012, it was decided at a Meeting of the Company's Board of Directors that

the options granted under the Stock Option Program II should grant share subscription rights,

corresponding to up to 0.15% (fifteen hundredths percent) of our total share capital. As of September 21, 2015, the Board of Directors approved that the options granted under the Stock

Option Program II must grant share subscription rights, corresponding to up to 0.141564936% of our total share capital. As of March 21, 2019, the Board of Directors approved that the

options granted under the Stock Option Program II must grant share subscription rights, corresponding to up to 0.07869843% of our total share capital. Finally, on October 17, 2019,

the Board of Directors determined that the options granted under the Stock Option Program II

may not exceed the maximum limit of four percent (4%) of the Company's existing shares, considering including, for the purposes of this maximum limit, the granting of options and/or

shares approved by the Company's Board of Directors, within the scope of the Company's Stock Option Plan and the Stock-Linked Incentive Plan. Please find below, the main features of the

Stock Option Program II:

Exercise price: R$1.13.


by the positive variation of the IGP-M or, in case of its extinction, by the national index that reflects the inflation of the period, as applied by the Federal Public Administration.


percent (4%) of the Company's existing shares, including, for the purposes of this maximum limit, the

granting of options and/or shares approved by the Company's Board of Directors, within the scope of the

Stock Option Plans and Stock-Linked Incentive Plan issued by the Company. And, by September 30, 2019, 275,910 options that were in effect had been granted.

Beneficiaries: managers and third parties considered strategic for us (service providers to our

Company or companies under our control, and professionals that we intend to attract to our team).

Conditions: the options granted will be fully conditioned to the Initial Public Offering. Alternatively,

they would also be conditioned to a merger, spin-off, consolidation or other form of corporate reorganization involving us, which results in (i) a company with its shares listed on a stock exchange or

(ii) exchange of shares issued by us for shares issued by a company that has its shares listed on the stock exchange.

Vesting Dates: considering the performance of the Initial Public Offering as a condition, the Options

II will become exercisable, as follows: (i) forty percent (40%) immediately after the date of publication

of the Offering Closing Notice of the Initial Public Offering or of the performance of a merger, spin-off,

consolidation or other corporate reorganization involving us; (ii) thirty percent (30%) after twelve (12) months from the date of publication of the Offering Closing Notice or the performance of a merger, spin-

off, consolidation or other corporate reorganization involving us; (iii) thirty percent (30%) after twenty-four (24) months from the date of publication of the Offering Closing Notice of the Initial Public Offering

or the performance of a merger, spin-off, consolidation or other corporate reorganization involving us;

Term for Exercise: The Options II may be exercised at any time within a period of five years from

the date(s) on which it may be exercised.

Conditions to Stay: N/A

Termination: the termination of the option grant agreements will be automatic, regardless of any

communication to the parties (i) after the exercise of all Options II; or (ii) in the event none of the cases

of exercise occur within five (5) years from the date of execution of the respective option grant

agreement.

Stock Option Program III

Our Board of Directors approved, under the aforementioned Plan II, the Third Stock Option

Program on November 1, 2012, as amended on August 13, 2013, September 21, 2015, March

8, 2018, November 21, 2018, March 21, 2019, and October 17, 2019 ("Stock Option Program III"), as well as the lists of beneficiaries and signature of the respective agreements with the

beneficiaries. Additionally, as of October 17, 2019, the Board of Directors approved the execution of amendments to the agreements to reflect the update of the number and exercise

price of the Options granted under said Stock Option Program III, due to the split of the Company's share capital, approved by the General Meeting held October 17, 2019.

The options granted under the Stock Option Program III granted rights of subscription of shares

corresponding to up to forty-nine hundredths percent (0.49%) of our total share capital. On September 21, 2015, the Board of Directors approved that the options granted under the Stock

Option Program III must grant share subscription rights corresponding to up to 2.316908941%

of our total share capital. As of November 21, 2018, the Board of Directors approved that the options granted under the program must grant share subscription rights, corresponding to up

to 1.58051055% of our share capital. As of March 21, 2019, the Board of Directors approved that the options granted under the Stock Option Program III must grant share subscription

rights, corresponding to up to 1.92258723% of our total share capital. Finally, on October 17, 2019, the Board of Directors determined that the options granted under the Stock Option

Program III may not exceed the maximum limit of four percent (4%) of the Company's existing

shares, considering including, for the purposes of this maximum limit, the granting of options and/or shares approved by the Company's Board of Directors, within the scope of the

Company's Stock Option Plan and the Stock-Linked Incentive Plan. Please find below the main features of the Stock Option Program III:

Exercise price: The option price for each share of the Stock Option Program III shall be equivalent

to the average daily closing quotation price of shares issued by the Company in B3 on the thirty (30) trading sessions immediately preceding the date of execution of the respective option grant agreement

between the Company and the Beneficiary, and such average amount may be reduced by up to twenty percent (20%) as discount, according to proposal by the Company's Executive Board to be reviewed by

the Board of Directors.





percent (4%) of the Company's existing shares, including, for the purposes of this maximum limit, the granting of options and/or shares approved by the Company's Board of Directors, within the scope of the

Stock Option Plans and Stock-Linked Incentive Plan issued by the Company. And, by September 30,

2019, 5,997,000 options that were in effect had been granted.

Beneficiaries: Managers, employees and third parties considered strategic for us (service providers

to our Company or companies under our control, and professionals that we intend to attract to our team).

Conditions: The granting of the options, as well as the possibility of their subsequent exercise by

the Beneficiary, are fully conditional, under condition subsequent, on the obligatory and uninterrupted

stay of the Beneficiary, as employee or manager of the Company, from the date of execution of the respective option grant agreement to the end of each vesting periods observed in the other provisions of

the Stock Option Program III.

Vesting dates: Without prejudice to any contrary resolution by the Company's Board of Directors,

the exercise of the options granted shall be subject to compliance with the following vesting periods and

other conditions of the Stock Option Program III, subject, in any case, to the applicable legal and

regulatory restrictions: (i) twenty percent (20%) of the options may be exercised after one (01) year from the date of execution, between the Company and the Beneficiary, of the option grant agreement; (ii)

twenty percent (20%) of the options may be exercised after two (02) years from the date of execution, between the Company and the Beneficiary, of the option grant agreement; (iii) twenty percent (20%) of

the options may be exercised after three (03) years from the date of execution, between the Company

and the Beneficiary, of the option grant agreement; (iv) twenty percent (20%) of the options may be exercised after four (04) years from the date of execution, between the Company and the Beneficiary, of

the option grant agreement; and (v) twenty percent (20%) of the options may be exercised after five (05) years from the date of execution, between the Company and the Beneficiary, of the option grant

agreement.

Term for Exercise: The options shall be exercised at any time by the Beneficiaries or by their legal

successors within the maximum period of five (5) years counted from the course of each of the respective

vesting periods, under penalty of preemption of the right.

Conditions to Stay: the exercise of the options is fully conditioned to the mandatory and

uninterrupted permanence of our Beneficiaries as employees or managers, from the date of execution of the respective option grant agreement to the completion of each vesting period.

Termination: the termination of the option grant agreements shall be automatic, regardless of any

notice, communication or notification, (i) if the Beneficiary ceases to maintain a relationship with the Company, as an employee or manager, regardless of cause, at any time between the date of execution

of the respective option grant agreement to the end of each vesting period, or (ii) after the exercise of all options.

Stock Option Program IV

Our Board of Directors approved, under the aforementioned Plan II, the Fourth Stock Option Program on August 13, 2013, as amended on September 21, 2015, March 21, 2019, and

October 17, 2019 ("Stock Option Program IV"), as well as the lists of beneficiaries and signature

of the respective agreements with the beneficiaries. Additionally, on September 21, 2015, the Board of Directors approved that the options granted under the Stock Option Program IV should

grant share subscription rights corresponding to up to 0.105438709% of our total share capital. As of March 21, 2019, the Board of Directors approved that the options granted under the

Stock Option Program IV must grant share subscription rights, corresponding to up to 0.05861522% of our total share capital. Finally, on October 17, 2019, the Board of Directors

determined that the options granted under the Stock Option Program IV may not exceed the

maximum limit of four percent (4%) of the Company's existing shares, considering including, for the purposes of this maximum limit, the granting of options and/or shares approved by the

Company's Board of Directors, within the scope of the Company's Stock Option Plan and the Stock-Linked Incentive Plan.

Please find below, the main features of Stock Option Program IV:

Exercise price: The exercise price for each share in the Stock Option Program IV shall be equivalent

to the average daily trading price of the Company's shares in B3 on the thirty (30) trading sessions immediately preceding the date of execution of the respective option grant agreement between the

Company and the Beneficiary, and such average amount may be reduced by up to twenty percent (20%)

as discount, as proposed by the Company's Executive Board to be appraised by the Board of Directors.






granting of options and/or shares approved by the Company's Board of Directors, within the scope of the Stock Option Plans and Stock-Linked Incentive Plan issued by the Company. And, by September 30,

2019, 205,500 options that were in effect had been granted.

Beneficiaries: Third parties considered strategic for us (service providers to our Company or

companies under our control, and professionals that we intend to attract to our team).

Conditions: The granting of the options, as well as the possibility of their subsequent exercise by

the Beneficiary, are fully conditional, under condition subsequent, on (i) maintaining a contractual

relationship, on an uninterrupted basis, for rendering of services between the Company and the Beneficiary for one (01) year as from date of execution of the corresponding service agreement and

option grant agreement, as well as (ii) full compliance with the vesting period observed in the other

provisions of the Stock Option Program IV.

Vesting Dates: The exercise of the options granted may occur at any time by the beneficiaries up

to a maximum period of five (5) years from the date of execution, between the Company and the Beneficiary, of the service agreement and option grant agreement.

Term for Exercise: The Options may be exercised at any time within a period of five years, from

the date(s) on which they may be exercised. The exercise of the options may be carried out in whole or in part, enabling the Beneficiaries to perform consecutive partial exercises.

Conditions to Stay: the exercise of the options is fully conditional on maintaining a contractual

relationship, on an uninterrupted basis, for rendering of services between the Company and the

Beneficiary for one (01) year as from date of execution of the corresponding service agreement and option grant agreement, as well as full compliance with the vesting period observed in the other provisions

of the Stock Option Program IV.

Termination: the Company may terminate the option grant agreements, the Company may

terminate the option grant contracts in the event of contractual default on the part of the Beneficiary, in

whole or in part, in which case, if it occurs before the vesting period, it will entail the immediate cancellation of all of the Options II granted to the Beneficiary, or in case the exercise of the options does

not occur, in its entirety, within five (5) years from the date of execution of the respective option grant

agreement, and the options not exercised up to that time limit shall be immediately canceled.

Stock Option Program V

Our Board of Directors approved, under the aforementioned Plan II, the Fifth Stock Option Program on March 08, 2018 ("Stock Option Program V"), as well as the lists of beneficiaries

and signature of the respective contracts with the beneficiaries. Additionally, on March 08,

2018, the Board of Directors approved that the options granted under the Stock Option Program V should grant share subscription rights corresponding to up to 0.24505104% of our

total share capital. Finally, on October 17, 2019, the Board of Directors determined that the options granted under the Stock Option Program V may not exceed the maximum limit of four

percent (4%) of the Company's existing shares, considering including, for the purposes of this

maximum limit, the granting of options and/or shares approved by the Company's Board of Directors, within the scope of the Company's Stock Option Plans and the Stock-Linked Incentive

Plan.

Please find below, the main features of Stock Option Program V:

Exercise price: The exercise price for each Share shall be equivalent to the average daily trading

price of the Share in B3 S.A. – Brasil, Bolsa, Balcão on the sixty (60) trading sessions immediately

preceding the date of execution of the respective Agreement, and such average amount may be reduced

by up to thirty percent (30%) as discount, as proposed by the Company's Executive Board to be appraised by the Board of Directors.




Number of Shares: the Options granted under this Plan may exceed the maximum limit of four


granting of options and/or shares approved by the Company's Board of Directors, within the scope of the Stock Option Plans and Stock-Linked Incentive Plan issued by the Company. As of September 30, 2019,

750,000 options had been granted.

Beneficiaries: managers, employees and/or third parties considered strategic, talented.

Conditions: The granting of the Options, as well as the possibility of their subsequent exercise by

the respective Beneficiary, are fully conditioned, under condition subsequent, on the creation of a legal relationship and the mandatory and uninterrupted stay of the Beneficiaries, as employee, manager or

service provider of the Company or of a company controlled by it, from the date of execution of the respective agreement for the granting of stock options issued by the Company to the end of each Vesting

Period, in compliance with the other provisions of this Program V.

Vesting Dates: The exercise of the options granted may occur at any time by the beneficiaries up

to a maximum period of five (5) years from the date of execution, between the Company and the

Beneficiary, of the service agreement and option grant agreement.

Term for Exercise: The Options may be exercised at any time within a period of five years from

the date(s) on which it may be exercised. The exercise of the options may be carried out in whole or in part, enabling the Beneficiaries to perform consecutive partial exercises.

Conditions to Stay: the exercise of the options is fully conditional on maintaining a contractual

relationship, on an uninterrupted basis, for rendering of services between the Company and the Beneficiary for one (01) year as from date of execution of the corresponding service agreement and

option grant agreement, as well as full compliance with the vesting period observed in the other provisions of the Stock Option Program V.

Termination: automatic, regardless of any notice, communication or notification, (i) if the

Beneficiary ceases to maintain a relationship with the Company, as an employee, manager or service provider, regardless of cause, at any time between the date of execution of the respective Option Grant

Agreement to the end of each Vesting Period, or (ii) after the Exercise of all Options.

Stock-Linked Incentive Plan

Our shareholders approved, at an Extraordinary General Meeting held November 6, 2018, as

amended at the Extraordinary General Meeting held October 4, 2019, our Company Stock-Linked Incentive Plan ("Incentives Plan" and, together with the Stock Option Plans, simply

"Plans"), which sets the general conditions for granting incentives to our associates (employees, managers, and service providers), to be appointed by our Board of Directors, for

the purpose of encouraging and retaining professionals considered strategic and aligned with

our objectives.

The options granted under the Incentives Plan confer the right to subscribe for shares corresponding to up to 4% of the total shares of our existing share capital, considering, for the

purposes of this maximum limit, the option grants approved by our Board of Directors within

the scope of the Stock Option Plans.

The following are the conditions applicable to the single Incentive Program entered into to date under the Incentives Plan:

Stock-Linked Incentive Program - Restricted Shares Our Board of Directors approved, within the scope of said Incentives Plan, the Stock-Linked Incentive

Program - Restricted Shares on November 21, 2018, as amended on October 17, 2019 ("Restricted Shares

Program"), as well as the draft agreement for adhesion that will be entered into with the beneficiaries, accordingly.

Please find below the main features of the Restricted Shares Program:

Shares Granted: Upon execution of the Adhesion Contract, the Beneficiaries will be granted a right

to receive a certain number of Shares of the Company, according to the Vesting Periods and percentages

indicated.

Number of Shares: The Board of Directors may grant shares up to the maximum limit of four


fractionation, or any modification, considering including, for the purposes of this maximum limit, the granting of Options and/or shares approved by the Company's Board of Directors, pursuant to the

Incentives Plan and Stock Option Plans.

Beneficiaries: Any officer and/or employee of the Company and/or affiliates and subsidiaries of the

Company that maintain a statutory and/or employment relationship with the Company and/or its affiliates

and subsidiaries.

Conditions: In order to be eligible to participate in the Restricted Shares Program, employees, in

addition to complying with vesting periods, must maintain their statutory and/or employment relationship with the Company.

Vesting Dates: Subject to the continuation of the relationship as appointed pursuant to the Articles

of Incorporation and/or employment bond of the respective beneficiary, the transfer of the ownership of our shares will be carried out in lots, subject to the following conditions:

a) twenty percent (20%) of the Shares granted to the Beneficiary will be transferred by the Company

after one (1) year from the Start Date ("First Vesting Period");

b) twenty percent (20%) of the Shares granted to the Beneficiary will be transferred by the Company

after two (2) years from the Start Date ("Second Vesting Period");

c) twenty percent (20%) of the Shares granted to the Beneficiary will be transferred by the Company after three (3) years from the Start Date ("Third Vesting Period");

d) twenty percent (20%) of the Shares granted to the Beneficiary will be transferred by the Company after four (4) years from the Start Date (“Fourth Vesting Period"); and

e) twenty percent (20%) of the Shares granted to the Beneficiary will be transferred by the Company

after five (5) years from the Start Date (“Fifth Vesting Period");

Term for Exercise: The incentives will be granted according to the dates set forth above.

Conditions to Stay: the receipt of incentives is totally conditional to the maintenance of

employment and/or statutory relationship of the beneficiary, as well as full compliance with the vesting period, in compliance with the other provisions of the Incentives Plan.


Beneficiary ceases to maintain a relationship as appointed pursuant to the Articles of Incorporation and/or

employment bond with the Company, regardless of cause, at any time between the date of execution of

the respective adhesion agreement to the end of each applicable vesting period, or (ii) after the receipt of all the shares provided for by the Board of Directors.

Stock-Linked Incentive Program - Matching Shares Our Board of Directors approved, within the scope of said Incentives Plan, the Stock-Linked Incentive

Program - Restricted Shares – Matching Shares, on November 21, 2018, as amended on October 17, 2019 ("Matching Shares, Program"), as well as the draft agreement for adhesion that will be entered into

with the beneficiaries, accordingly.

Please find below the main features of the Matching Shares:

Type of investment: Once the Adhesion Contract is executed, the Beneficiary, to enjoy the

Matching provided for in this Program, will have to acquire Shares for the purposes of this Program by

the deadline stipulated in said Adhesion Contract and prove the acquisition of the Shares by sending the respective brokerage notes to the Company within the period indicated in the Adhesion Contract.

Number of Shares: The Board of Directors may grant shares up to the maximum limit of four


fractionation, or any modification, considering including, for the purposes of this maximum limit, the

granting of Options and/or shares approved by the Company's Board of Directors, pursuant to the Incentives Plan and Stock Option Plans.

Beneficiaries: Any officer and/or employee of the Company and/or affiliates and subsidiaries of the

Company that maintain a statutory and/or employment relationship with the Company and/or its affiliates

and subsidiaries.

Conditions: In order to be eligible to participate in the Matching Shares Program, employees, in

addition to complying with vesting periods, must maintain their statutory and/or employment relationship

with the Company.

Vesting Dates: Subject to the continuation of the relationship as appointed pursuant to the Articles

of Incorporation and/or employment bond of the respective beneficiary, the transfer of the ownership of our shares will be carried out in lots, subject to the following conditions:

a) fifty percent (50%) of the Shares granted to the Beneficiaries will be transferred by the Company after four (4) years from the Start Date ("First Vesting Period"); and

b) fifty percent (50%) of the Shares granted to the Beneficiaries will be transferred by the Company

after six (6) years from the Start Date ("Second Vesting Period”).

Term for Exercise: The incentives will be granted according to the dates set forth above.

Conditions to Stay: the receipt of incentives is totally conditional to the maintenance of

employment and/or statutory relationship of the beneficiary, as well as full compliance with the vesting period, in compliance with the other provisions of the Incentives Plan.


Beneficiary ceases to maintain a relationship as appointed pursuant to the Articles of Incorporation and/or

employment bond with the Company, regardless of cause, at any time between the date of execution of

the respective adhesion agreement to the end of each applicable vesting period, or (ii) after the receipt of all the shares provided for by the Board of Directors.

b. Main purposes of the plan:

The purpose of the Plans is to enable our managers and employees, as well as third parties

considered strategic by the Company, to acquire common shares issued by us, in order to align the shareholders’ interests with those of their managers, executives and employees and thus

encourage them to contribute substantially to our success. Furthermore, the Plans aim at attracting high-level managers and employees, with the prospect of future gains from the

valuation of stocks.

c. How the plan contributes to these goals:

By enabling employees and managers to become our shareholders, we expect them to have

strong incentives to effectively engage in creation of value, and perform their functions in a manner that integrate with our shareholders' interests, our corporate objectives and growth

plans, actively collaborating to maximize our profits.

The offering of incentives and stock options stimulates the beneficiaries through their

commitment to the search for the valuation of shares in the medium and long-term. Through this model, we also share our risks and gains by means of the valuation of the shares acquired

as of the exercise of the options granted. Moreover, the model adopted is expected to be

effective as a mechanism for retention of managers and employees, mainly due to the sharing of the valuation of our shares.

d. How the plan is inserted in the Company's compensation policy

The Plans represent a tool for the retention, in the long term, of our Managers, executives,

employees and third parties considered strategic.

e. How the plan aligns the interests of the managers and of the Company in the short,

medium and long-term

The granting of stock options and the incentives made on the basis of the Plans bring

mechanisms that allow the alignment of interests of our managers and employees in different horizons of time. The division into annual lots and the existence of vesting periods lead the

beneficiaries to commit themselves to the constant valuation of our shares in the short, medium and long term.

f. Maximum number of shares covered

The maximum of four percent (4%) of our share capital is limited to the granting of stock option plans plus the granting of the Incentives Plan, as updated from time to time for new

issues, splits, fractionation, or any type of modification. Shares issued as a result of an increase within the authorized capital limit are not subject to the preemptive right established in article

172 of the Corporations Act and our shareholders' agreement.

g. Maximum number of options to be granted

Therefore, the number of options granted is linked to the limit of dilution described in item "f"

above. As of the date of this Reference Form, the amount referring to the Plans corresponds to 17,909,176 shares.

h. Share purchase and receipt conditions

The options will become exercisable as described in item "a" above.

i. Criteria for definition of the acquisition or option price

The option price of the call options granted to be paid by the respective beneficiaries of Plan I

shall be (i) R$1.01 for the grants authorized by our Board of Directors on December 21, 2010,

January 12, 2011, and May 23, 2011; and (ii) R$1.13 for the grants authorized by our Board

of Directors on February 23, 2012, annually adjusted, as of the date of execution of the respective grant agreements, by the IGP-M variation. The option price of the call options

granted to be paid by the respective beneficiaries of the Stock Option Programs I and II of Plan II will be R$1.13, annually adjusted by the IGP-M variation, from the date of execution of the

respective grant agreements.

The option price for each share of the Stock Option Program III shall be equivalent to the

average daily closing quotation price of shares issued by the Company in B3 on the thirty (30) trading sessions immediately preceding the date of execution of the respective option grant

agreement between the Company and the Beneficiary, and such average amount may be reduced by up to twenty percent (20%) as discount, according to the proposal by the

Company's Executive Board to be reviewed by the Board of Directors, and shall be adjusted

every year by the IGP-M variation from the date of execution of the respective grant agreements.

The exercise price for each share in the Stock Option Program IV shall be equivalent to the

average daily trading price of the Company's shares in B3 on the thirty (30) trading sessions

immediately preceding the date of execution of the respective option grant agreement between the Company and the Beneficiary, and such average amount may be reduced by up to twenty

percent (20%) as discount, as proposed by the Company's Executive Board to be appraised by the Board of Directors.

The exercise price for each Share of the Stock Option Program V shall be equivalent to the

average daily trading price of the Share in B3, on the sixty (60) trading sessions immediately

preceding the date of execution of the respective Agreement, and such average amount may be reduced by up to thirty percent (30%) as discount, as proposed by the Company's Executive

Board to be appraised by the Board of Directors.

These values aim at aligning the beneficiaries’ interests and their ability to generate value for

our shareholders, as their earnings will be increased to the extent that the shares issued by us are valued in the market.

j. Criteria for establishment of the options period

The options may be exercised at any time by the beneficiary, up to a maximum period of five years from the end of each of the vesting periods, under penalty of preemption of the right, as

described in item 13.4 (a) above. The exercise of the options shall be formalized by registered letter sent to the address of our registered office or by another written document, in which our

acknowledgment is certified, pursuant to our bylaws. The option periods under the Plans were defined on the basis of market practices and seek to (i) align the interests of the beneficiaries

in the short, medium and long-term with those of the Company; and (ii) avoid early

exercise/receipt of options/shares.

k. Settlement method

Once the exercise of the option has been informed, the exercise price may be paid by the

beneficiary within 20 business days, from the date of our knowledge of the exercise of the option. The exercise of the option may be carried out in whole or in part, enabling the

beneficiaries to perform consecutive partial exercises.

The shares corresponding to the options exercised by the beneficiaries are issued and the corresponding capital increase, always within the limit of the authorized capital, is approved by

the Board of Directors. We can also use our treasury shares to cover the exercise of options.

In the case of the Incentives Plan, the transfer of lots of shares due by virtue of the end of a

certain vesting period will be carried out within thirty (30) days from the end of the respective

vesting period.

l. Restrictions on the transfer of shares

The Plans do not establish restrictions on the transfer of shares. However, the transfer of shares by managers who are beneficiaries of the Plans is subject to regulatory restrictions,

applicable to the Company and all its shareholders.

m. Criteria and events that, when verified, will give rise to the suspension, modification or

extinguishment of the plan

The Plans and their respective Stock Option Programs, as the case may be, may be amended or even terminated by our Board of Directors. Notwithstanding the competence of the Board

of Directors, no decision may change: (i) the limit of shares object of the Plans; and (ii) the

rights and obligations acquired by the beneficiary, relating to any granting of the Plans and their respective Stock Option Programs, as the case may be.

The Incentives Plan, its respective regulations and the adhesion agreements may be terminated

and/or canceled, at any time, by decision of our Board of Directors, but the rights already

acquired within its term of effectiveness shall be maintained.

In the event that changes to our shareholding structure are made, including possible split-up, reverse split, stock bonus, share issue by capitalization of profits or bookings, or analogous

transaction that results in the issuance of new shares without the actual contribution of funds to share capital of the Company, our Board of Directors shall make adjustments to the changes

occurred in the shares subject to the call options not exercised by their holders.

n. Effects of the departure of the beneficiary from the Company on their rights under the

share-based compensation plan

Plan I

The agreements for the granting of stock options under Plan I will be automatically terminated,

regardless of any communication to the parties: (i) if the beneficiary ceases to maintain a relationship with the Company; (ii) after the exercise of all options; or (iii) in the event

none of the cases of exercise occur within five (5) years from the date of execution of the

respective option grant agreement.

Plan II - Program I

The agreements for the granting of stock options under Plan II - Program I will be automatically terminated, regardless of any communication to the parties:

(a) if the beneficiaries cease to maintain the bond with our Company, except in case of dismissal or termination of the relationship at the initiative of our Company, without cause;

(b) after the exercise of all options; or (c) in case none of the cases of exercise within five years from the date of execution the respective

option agreements is identified.

In the event of dismissal of the beneficiaries at the Company's initiative with cause, or

resignation of the beneficiaries, they will automatically and irrevocably lose the right to exercise the options whose exercise period has not yet fully expired without any right to any indemnity

to be paid by the Company or any of its shareholders due to the loss of said right, without prejudice to other amounts provided by law.

In the event of death, retirement or permanent disability, duly proven by the beneficiaries (total or partial, provided it is incapacitating for the performance of their duties in the

Company), occurred before any of the exercise periods have elapsed, the Company undertakes

to maintain in effect fifty percent (50%) of the options for which the respective period for

exercise by the beneficiaries or their legal heirs (in the case of death) has not yet elapsed. The

other options shall be legally revoked, regardless of any notification or payment of compensation to the beneficiaries.

"With Cause" shall, in addition to the cases provided for in the legislation, mean (i) the

Beneficiary's insolvency; (ii) the performance of activity or unauthorized approval by the

Beneficiary of any issues for which there is a need for approval of other members of the Company, the Board of Directors or the Chief Executive Officer in accordance with the Bylaws;

(iii) fraud, misapplication or misappropriation of any asset of the Company and its subsidiaries (collectively referred to as the "Group of Companies"), improper use of the name of any

member of the Group of Companies, or in a manner that intentionally impair the image of any member of the Group of Companies; (iv) trading in the Beneficiary's own name or in the name

of Third Parties without the proper authorization of the Company, if this is considered, within

reasonable limits, an act committed against the interests of the Group of Companies or that adversely affects the activities carried out by the Beneficiaries for the Group of Companies; (v)

criminal conviction of the Beneficiary or a declaration of guilt or lack of defense in any criminal charge (except for routine traffic violations), unless with regard to any criminal conviction, the

Beneficiary is able to demonstrate in a reasonably satisfactory manner to the Board that the

conviction was unfairly determined; (vi) intentional practice by the Beneficiary of acts in conflict of interest with the Company; (vii) substantial breach by the Beneficiaries of any of the other

provisions of their Agreement or any act of willful and/or involuntary misconduct or gross and/or involuntary negligence in carrying out the duties assigned to the Beneficiary; (viii) any

chemical dependency of the Beneficiary not prescribed by physicians; (ix) violation by the Beneficiary of the Code of Ethics and Conduct of the Company or similar policies of the

Company that apply to the Beneficiary; (x) the adoption of behaviors by the Beneficiary which,

according to the reasonable understanding of the Company and its controlling shareholders, may be deemed to be materially prejudicial to the Company or any of its direct or indirect

subsidiaries, or that may cause economic effects or any other, which are adverse to the operations and reputation of the Company or any of its direct or indirect subsidiaries; and (xi)

in the event that the Beneficiary does not devote the time and efforts necessary for the

performance of their activities, nor the effort expected to fulfill their obligations as executive of the Company and does not comply fully with their obligations under the Bylaws.

In the event that the beneficiaries are dismissed from the Company without cause, as with the

cases of With Cause: (i) rights not yet exercisable hereunder, on the date of their dismissal,

shall be automatically exercisable, and (ii) rights already exercisable on the date of their dismissal may be exercised, within the established time limits, after which they will

automatically be extinguished in full, regardless of prior notice or indemnification.

Plan II - Program II

The agreements for the granting of stock options under Plan II - Program II will be

automatically terminated, regardless of any communication to the parties: (i) after the exercise of all options; or (ii) in the event none of the cases of exercise occur within five (5)

years from the date of execution of the respective Options grant agreement.

Plan II - Program III

The stock option grant agreements under the Plan II - Program III shall be automatically

terminated, regardless of any notice, communication or notification, (i) if the Beneficiary ceases to maintain a relationship with the Company, as an employee or manager,

regardless of cause, at any time between the date of execution of the respective option grant agreement to the end of each vesting period, or (ii) after the exercise of

all options.

Plan II - Program IV

The withdrawal of beneficiaries from the Company does not generate effects on the options

granted by Program IV. The stock option grant agreements under Plan II - Program IV may be

terminated by the Company in the event of contractual default on the part of the Beneficiary, in whole or in part, in which case, if occurred before the Vesting Period has elapsed (as defined

in Program IV), it shall give rise to the immediate cancellation of all the Options granted to the Beneficiary. The agreements will also be terminated if the Beneficiary does not exercise the

options granted to him/her in its entirety, within a period of up to five (5) years after the

expiration of the Vesting Period (as defined in Program IV), provided that the options not exercised until said deadline will be immediately canceled.

Plan II - Program V

The condition for the granting of the options related to Program V, as well as the possibility of

subsequent exercise, are conditional, under condition subsequent, on the establishment of

legal bond and on the mandatory and uninterrupted stay of the beneficiaries, as employees, managers or service providers of the Company, from the date of hiring to the end of the vesting

periods. In this sense, the termination of the grant will be automatic, regardless of any notice, communication or notification, should the beneficiary cease to maintain a relationship with the

Company (as an employee, manager and service provider), regardless of cause.

Incentives Plan

The condition to become eligible for the Incentives Plan, as well as the possibility of receiving the

shares at the end of the vesting periods are conditioned to the establishment of employment and/or statutory relationship and the mandatory and uninterrupted permanence of the

beneficiaries, as our officer and/or employee and/or affiliates and subsidiaries controlled by us,

which maintain a statutory and/or employment relationship with us and/or with our affiliates and subsidiaries.

13.5. In relation to the stock-based compensation recognized in the statement of income for

the last 3 fiscal years and the one projected for the current fiscal year, of the board of

directors and executive board appointed pursuant to the articles of incorporation, prepare a table with the following content7:

The amounts indicated for 2019 are estimates. The granting of options/incentives is defined by the Board of Directors based on the individual performance of each participant during the year, so it is not possible

to assure that such estimated amounts will be effectively observed.

2019 (projected)

Stock Option Grant Program and Incentive Program Associated to Shares

7 The compensation of the Directors who are part of the Executive Board appointed pursuant to

the Articles of Incorporation is considered in the column "Executive Board appointed pursuant to

the Articles of Incorporation" .

Board of Directors

Executive Board appointed pursuant


Number of Members 7 4

Number of Paid Members 6 3

In relation to each grant of stock options N/A -

Date of Grant N/A 03/21/2019

Quantity of options granted N/A 118,250

Time for the options to become exercisable N/A 03/21/2023 and

03/21/2025

Maximum term for the exercise of the options N/A 5 years

Time for restriction on the transfer of shares N/A

The matching program has restriction periods

set forth in each

adhesion contract.

Weighted average exercise price of each of the following groups of options

N/A -

- outstanding in the beginning of the fiscal year N/A 470,000 – R$13.19

- forfeited during the fiscal year N/A 0

- exercised during the fiscal year N/A 83,000

- expired during the fiscal year N/A 0

Fair value of options on grant date N/A R$39.35

Potential dilution in case of exercise of all the options granted

N/A 0.08%

2018 Fiscal Year

Stock Option Grant Program and Incentive Program Associated to Shares

Board of

Directors

Executive Board

appointed

pursuant to the

Articles of

Incorporation

Number of Members 6.5 4

Number of Paid Members 6.5 3

In relation to each grant of stock options N/A -

Date of Grant N/A 03/08/2018 and

04/02/2018

Quantity of options granted N/A 350,000

Time for the options to become exercisable

N/A 20,000 on

04/02/2019;

50,000 on

03/08/2019;

20,000 on

04/02/2020;

50,000 on

03/08/2020;

20,000 on

04/02/2021;

50,000 on

03/08/2021;

20,000 on

04/02/2022;

50,000 on

03/08/2022;

20,000 on

04/02/2023;

50,000 on

03/08/2023;

Maximum term for the exercise of the options N/A 5 years

Time for restriction on the transfer of shares N/A N/A

Weighted average exercise price of each of the following

groups of options

N/A -

- outstanding in the beginning of the fiscal year N/A 150,000 – 8.77

- forfeited during the fiscal year N/A 0

- exercised during the fiscal year N/A 30,000- R$7.64

- expired during the fiscal year N/A 0

2017 Fiscal Year

Stock Option Grant Program

Fair value of options on grant date N/A R$18.49 e

R$12.30

Potential dilution in case of exercise of all the options

granted

N/A N/A¹

Board of Directors

Executive Board appointed pursuant to the Articles of Incorporation

Number of Members 5.00 4.67

Number of Paid Members 5.00

4.67

In relation to each grant of stock options N/A

-

Date of Grant N/A

07/05/2017

Quantity of options granted N/A

150,000

Time for the options to become exercisable

N/A 30,000 on 07/05/2018; 30,000 on

07/05/2019; 30,000 on

07/05/2020; 30,000 on

07/05/2021;

30,000 on 07/05/2022;

Maximum term for the exercise of the options N/A

5 years

Time for restriction on the transfer of shares N/A

N/A

Weighted average option price of each of the following groups of options

N/A -

- outstanding in the beginning of the fiscal year N/A

80,000 – R$3.00

- forfeited during the fiscal year N/A

0

- exercised during the fiscal year N/A

80,000 - R$3.00

- expired during the fiscal year N/A

N/A

Fair value of options on grant date N/A

R$8.77

Potential dilution in case of exercise of all the options granted

N/A N/A¹

2016 Fiscal Year

Stock Option Grant Program

(1) Not applicable due to the existence of treasury shares that will be delivered to the beneficiaries in

case of exercise of the options.

Board of

Directors

Executive Board

appointed pursuant

to the Articles of

Incorporation

Number of Members 5.00 2.00

Number of Paid Members 5.00 2.00

In relation to each grant of stock options N/A N/A

Date of Grant N/A N/A

Quantity of options granted N/A N/A

Time for the options to become exercisable N/A N/A

Maximum term for the exercise of the options N/A N/A

Time for restriction on the transfer of shares N/A N/A

Weighted average option price of each of the following groups of

options N/A N/A

- outstanding in the beginning of the fiscal year N/A 400,000 – R$3.00

- forfeited during the fiscal year N/A 240,000 – R$3.00

- exercised during the fiscal year N/A 80,000 – R$3.00

- expired during the fiscal year N/A N/A

Fair value of options on grant date N/A R$0.91

Potential dilution in case of exercise of all the options

granted N/A N/A¹

13.6 - In relation to the outstanding options of the board of directors and executive

board appointed pursuant to the articles of incorporation at the end of the last fiscal

year, prepare a table with the following content8:

2018 Fiscal Year

8To avoid duplicity, the amounts computed as compensation of the members of the board of directors must be deducted from the compensation of the officers who are also part of that body.

Board of

Directors

Executive Board

appointed

pursuant to the

Articles of

Incorporation

Number of Members 6 4

Number of Paid Members 2 3

Options not yet exercisable N/A -

i) quantity N/A 470,000

ii) date when they will become exercisable

N/A 03/08/2019,

04/02/2019,

07/05/2019,

03/08/2020,

04/02/2020,

07/05/2020,

03/08/2021,

04/02/2021,

07/05/2021,

03/08/2022,

04/02/2022,

07/05/2022,

03/08/2023, and

04/02/2023

iii) maximum term for the exercise of the options N/A 5 years 5 years

iv) time for restriction on the transfer of shares N/A N/A

v) weighted average price of the exercise N/A R$13.56

vi) fair value of the options on the last day of the fiscal year N/A R$13.56

Exercisable options

i) quantity N/A N/A

ii) maximum term for the exercise of the options N/A N/A

iii) time for restriction on the transfer of shares N/A N/A

iv) weighted average price of the exercise N/A N/A

v) fair value of the options on the last day of the fiscal year N/A N/A

vi) fair value of the total of options on the last day of the fiscal year N/A N/A

13.7. In relation to the options exercised and shares delivered related to stock-based

compensation of the board of directors and executive board appointed pursuant to

the articles of incorporation, in the last three fiscal years, prepare a table with the following content:

2018 Fiscal Year

2017 Fiscal Year

Board of

Directors

Executive Board

appointed

pursuant to the

Articles of

Incorporation

Total No. of members 6.5 4

No. of paid members 0 3

In relation to the options exercised

i) number of shares N/A 62,000

ii) weighted average price of the exercise N/A R$6.81

iii) total value of the difference between the value of exercise and

the market value of the shares in relation to the options exercised N/A R$424,080

In relation to the shares delivered, inform


ii) weighted average price of acquisition N/A R$6.81

iii) total amount of the difference between the value of acquisition

and the market value of the shares acquired N/A R$424,080

Board of Directors



Incorporation

Total No. of members 5.00 4.67

No. of paid members 0 4.67



ii) weighted average price of the exercise N/A R$3.35

iii) total value of the difference between the value of exercise and the market value of the shares in relation to the options exercised

N/A R$446,800

2016 Fiscal Year



ii) weighted average price of acquisition N/A R$ 8.77

iii) total amount of the difference between the value of acquisition and the market value of the shares acquired

N/A R$1,564,500

Board of Directors



Incorporation

Total No. of members 5.00 2.00

No. of paid members 0 2.00



ii) weighted average price of the exercise N/A 3.35

iii) total value of the difference between the value of exercise and the market value of the shares in relation to the options exercised

N/A 196,800.00


i) number of shares N/A N/A

ii) weighted average price of acquisition N/A N/A

iii) total amount of the difference between the value of acquisition and the market value of the shares acquired

N/A N/A

13.8. Summary description of the information necessary to understand the data published in

items 13.5 to 13.7, as an explanation of the method of pricing of the value of the shares and

options, indicating, at least:

a. pricing model

The market value of the options granted is estimated using the Black-Scholes model for stock

option pricing for each of our programs. All our programs have been priced at the time of their concession, and the expenses associated to these programs are recognized in our results,

according to the pricing and during the expected vesting period.

b. data and assumptions used in the pricing model, including the weighted average share price, option price, expected volatility, option term, expected dividends and risk-free interest

rate

c. method used and the assumptions made to incorporate the expected effects of early exercise

In case of the Board of Directors, the vesting of 100% of the options occurred on the date of

publication of the initial public offering closing notice ("Publication"), being certain that only

40% of the options can be exercised as of the date of the Publication, 30% from the first subsequent anniversary, and 30% from the second subsequent anniversary. In the case of

the Executive Board appointed pursuant to the Articles of Incorporation, the vesting of the options, as well as the possibility of exercising them, occurs in a partial manner, in lots of

20%, on the Publication date and during the four subsequent anniversaries. Thus, 20% of the options are object of vesting and may be exercised as of the Publication date, 20% from

the first subsequent anniversary, 20% from the second subsequent anniversary, 20% from

the third subsequent anniversary, and finally 20% from the fourth subsequent anniversary.

With regard to the incentives, the shares will be granted by us for five years, and the total number of shares to be transferred must observe the following percentages: 20% of the shares granted to the

beneficiary after one year from the date of approval of the incentive by the Board of Directors ("Start

Date"), 20% of the shares granted to the beneficiary after two years from the Start Date, 20% of the shares granted to the beneficiary after three years from the Start Date, 20% of the shares granted to

Board of Directors



Incorporation

Share Price R$9.07 R$9.07

Exercise Price R$7.14 R$7.14

Risk Free Rate -1.68% -1.68%

Expected Annualized Volatility 25.5% 25.5%

Expected Dividends 0% 0%

Duration of the Program in Years 5 5

Fair Value of Options on Grant Date (R$/share) R$7.97 R$7.97

the beneficiary after four years from the Start Date, and 20% of the shares granted to the beneficiary

after five years from the Start Date.

d. determination of expected volatility

The method of calculation of historical volatility was based on the history of similar

companies traded on the stock exchange.

e. if any other characteristic of the option was incorporated in the measurement of its fair value

Not applicable.

13.9. Inform the number of shares or quotas directly or indirectly held in Brazil or abroad,

and other securities convertible into shares or quotas, issued by the issuer, its direct or

indirect controlling shareholders, subsidiaries or companies under common control by members of the board of directors, Executive Board appointed pursuant to the Articles of

Incorporation or audit committee, grouped per body.

The participations in shares, quotas, and other convertible securities held by our managers, directly or

indirectly, grouped per body, as of December 31, 2018, are presented below:

Common Shares issued by the

Company Stock Options issued by the Company

Board of Directors 15,386,505 88,532



Incorporation

15,335,722 62,000

Technical and Advisory Bodies N/A N/A

Audit Committee N/A N/A

13.10 - In relation to the pension plans in force granted to the members of the board of

directors and officers appointed pursuant to the articles of incorporation, provide the

following information in the form of table:

We do not offer pension plans to the members of our Board of Directors or to the officers appointed pursuant to the Articles of Incorporation.

13.11 - Maximum, minimum and average individual compensation of the board of directors, of the executive board appointed pursuant to the Articles of

Incorporation, and of the audit committee:

Annual amounts


Board of Directors Audit Committee

12/31/2018 12/31/2017 12/31/2016 12/31/2018 12/31/2017 12/31/2016 12/30/2018 12/31/2017 12/31/2016

No. of members

4 4.67 2.00 6.5 5 5.00 N/A N/A N/A

No. of members

paid 3 4.67 2.00 6.5 5 5.00 N/A N/A N/A

Value of highest

compensation (Reais)

2,412,653.19 1,818,566.05 1,276,037.61 237,378.05 182,456.40 174,000.00 N/A N/A N/A

Value of the lowest


1,660,409.22 610,915.60 855,426.94 113,248.80 113,272.80 108,000.00 N/A N/A N/A

Average value of


1,903,478.15 1,135,432.10 1,065,732.28 153,378.29 158,422.48 121,200.00 N/A N/A N/A

Note


12/31/2018 (1) The number of members of each body was determined in the manner specified in Circular Letter CVM/SEP/No. 03/2019, as shown in item 13.16 of the

Reference Form.

(2) We calculate the average value of the compensation by dividing the total amount of the compensation of the body, informed in item 13.2 of the

Reference Form, by the number of paid members of this body.


Reference Form.




Reference Form.



Board of Directors


Reference Form.




Reference Form.


Reference Form, by the number of paid members of said body.

12/31/2016 (1) (1) The number of members of each body was determined in the manner specified in Circular Letter CVM/SEP/No. 03/2019, as shown in item 13.16 of the

Reference Form.



13.12. Describe contractual arrangements, insurance policies or other instruments that may structure compensation or indemnity mechanisms applied to managers in case of removal from

office or retirement, indicating the financial consequences for the issuer.

We have no contractual arrangements, insurance policies, or other instruments that may structure compensation

or indemnity mechanisms applied to our managers in case of removal from office or retirement.

13.13. In relation to the last three fiscal years, indicate the percentage of total compensation of each body recognized in the issuer's income regarding members of the board of directors, executive

board appointed pursuant to the articles of incorporation, or audit committee that are related

parties to the direct or indirect controlling shareholders, as provided for in the accounting rules addressing this matter.

Fiscal Year 2018

Board of

Directors Executive

Board appointed

pursuant to the Articles of Incorporation

Audit Committee

Number of Members 6.5 4 N/A

Number of Members - Party Related to Controlling Shareholders

2 1 N/A

Amount of the total compensation of the body in the year

996,958.91 5,710,434.45 N/A

Amount of the total compensation attributed to related parties to the controlling shareholder in the body for the year

295,705.20 2,412,653.19 N/A

% of the total compensation of the body 29.66% 42.25% N/A

Fiscal Year 2017

Board of Directors

Executive Board

appointed pursuant to the Articles

of Incorporation

Audit Committee

(1)

Number of Members 5 4.67 N/A

Number of Members - Party Related to Controlling Shareholders 2 1

N/A


792,112.38 3,406,296.30 N/A

Amount of the total compensation attributed to related parties to the controlling shareholder in the body in the year

295,729.20 1,818,566.05

N/A

% of the total compensation of the body 37.34% 53.39%

N/A

(1) The Company does not have an Audit Committee installed.

Fiscal Year 2016

Board of Directors


Audit Committee (1)

Number of Members 5 2 N/A

Number of Members - Party Related to Controlling Shareholders

2 1 N/A


606,000.00 2,131,464.55 N/A

Amount of the total compensation attributed to related parties to the controlling shareholder in the body in the year

282,000.00 1,276,037.61 N/A

% of the total compensation of the body

46.53% 59.87% N/A

(1) The Company does not have an Audit Committee installed.

13.14. In relation to the last three fiscal years, indicate the amounts recognized in the issuer's statement of income as compensation of members of the board of directors, executive board

appointed pursuant to the articles of incorporation, or audit committee, grouped per body, for any

reason other than the position they occupy, such as commissions and consulting or advisory services provided.

There are no amounts recognized in our statement of income as compensation of members of the Board of

Directors, executive board appointed pursuant to the articles of incorporation, or audit committee, for any reason

other than the position they occupy, such as commissions and consulting or advisory services provided.

13.15. In relation to the last 3 fiscal years, indicate the amounts recognized in the statement of income of direct or indirect controlling shareholders, companies under common control, and

subsidiaries of the issuer, such as compensation of members of the board of directors, Executive

Board appointed pursuant to the Articles of Incorporation or audit committee of the issuer, grouped per body, specifying on which account such amounts were attributed to such individuals

There are no amounts recognized in our statements of income of direct or indirect controlling shareholders, of

companies under common control, and of our subsidiaries, as compensation of members of our Board of Directors,

Executive Board appointed pursuant to the Articles of Incorporation or Audit Committee.


In item 13.2 of this Reference Form, we inform the number of members of our board of directors and of our audit committee. In order to do so, the calculation of the number of members of each body was determined in

accordance with Official Letter CVM/SEP/No. 03/2019, and the number of members in each month of the fiscal year was calculated, adding up the income for each month and dividing by the number of months of the year,

thus obtaining an annual average of the number of members of the management bodies. During the last three

fiscal years and in the current fiscal year, the calculation of the members of our Board of Directors and of our Executive Board was as follows:

Executive Board:

Projected in 2019:

MONTHS

No. OF No. OF

MEMBERS PAID MEMBERS

January 5 4

February 5 4

March 5 4

April 5 4

May 9 8

June 9 8

July 9 8

August 9 8

September 9 8

October 9 8

November 9 8

December 9 8

TOTAL 92 80

AVERAGE (TOTAL/No. OF MONTHS)

7.7 6.7

In 2018:

MONTHS

No. OF No. OF


January 4 3

February 4 3

March 4 3

April 4 3

May 4 3

June 4 3

July 4 3

August 4 3

September 4 3

October 4 3

November 4 3

December 4 3

TOTAL 48 36


4.0 3.0

In 2017:

MONTHS

No. OF No. OF


January 2 2

February 2 2

March 2 2

April 2 2

May 6 6

June 6 6

July 6 6

August 6 6

September 6 6

October 6 6

November 6 6

December 6 6

TOTAL 56 56


4.67

4.67

In 2016:

MONTHS

No. OF No. OF


January 2 2

February 2 2

March 2 2

April 2 2

May 2 2

June 2 2

July 2 2

August 2 2

September 2 2

October 2 2

November 2 2

December 2 2

TOTAL 24 24


2 2

Board of Directors

Projected in 2019:

MONTHS No. OF No. OF


January 7 6

February 7 6

March 7 6

April 9 8

May 9 8

June 9 8

July 9 8

August 9 8

September 9 8

October 9 8

November 9 8

December 9 8

TOTAL 102 90


8.5 7.5

In 2018:



January 5 5

February 5 5

March 5 5

April 7 7

May 7 7

June 7 7

July 7 7

August 7 7

September 7 7

October 7 7

November 7 7

December 7 7

TOTAL 78 78


6.5 6.5

In 2017:



January 5 5

February 5 5

March 5 5

April 5 5

May 5 5

June 5 5

July 5 5

August 5 5

September 5 5

October 5 5

November 5 5

December 5 5

TOTAL 60 60


5 5

In 2016:



January 5 5

February 5 5

March 5 5

April 5 5

May 5 5

June 5 5

July 5 5

August 5 5

September 5 5

October 5 5

November 5 5

December 5 5

TOTAL 60 60


5 5

14.1 - Description of human resources

a) Number of employees:

As of September 30, 2019 - As of December 31, 2018, 2017, and 2016

Region 2016 2017 2018 2019

Administrative¹ Operational Administrative¹ Operational Administrative¹ Operational Administrative¹ Operational

Midwest 0 8 0 4 1 92 0 125

Northeast 2 13 0 9 7 179 11 259

North 0 1 0 1 0 39 0 56

Southeast 167 389 179 423 629 1364 771 1443

South 1 8 1 5 32 252 46 335

Total 589 622 2595 3046

¹ Sectors that serve all areas of our business.

b) Number of outsourced parties:

We adopted the policy of operating mainly with our own labor force and outsource only conservation and receipt services. As a result, we have a low number of outsourced parties. The table below shows the number of third parties

we hired for the periods indicated, per geographic region and type of function:

As of September 30, 2019 - As of December 31, 2018, 2017, and 2016

Region 2016 2017 2018 2019

Administrative¹ Operational Administrative¹ Operational Administrative¹ Operational Administrative¹ Operational

Midwest 0 2 0 0 0 4 0 14

Northeast 0 4 0 3 0 16 0 22

North 0 0 0 0 0 0 0 5

Southeast 2 40 0 57 21 230 49 328

South 0 3 0 1 0 1 0 23

Total 51 61 272 441

¹ Sectors that serve all areas of our business.

c) Turnover rate

The average turnover rate (measured by the ratio between the number of people dismissed and the number of people

hired) for the year ended December 31, 2018 was 40.1% (36.8% and 34.9% in the years ended December 31, 2017 and 2016, respectively).

On the other hand, the accumulated average turnover rate (measured by the ratio between the number of people dismissed and people hired) for the year 2019 until September is of 33.13%.

14.2 - Relevant changes in item 14.1 - Human resources

As noted in item 14.1 of this Reference Form, we present a turnover ratio that we consider high in the years ended December 31, 2018, and 2017, without improvement in this indicator in 2019. We understand that our turnover rates in these years reflect a process of renewal of our human resources policies, aiming at the adequacy of our staff to the standards of excellence that we seek to add to our operations, as well as our growth in recent years, with the resulting need for more qualified professionals and in line with our growth strategy.

14.3 - Description of the employees compensation policy

a. Variable compensation and wage policy

Our compensation practice is in line with market practices and was structured in partnership with the consulting company Korn Ferry Hay Group Inc., a world reference in the compensation market.

We have a profit sharing program with the main objective of encouraging our executives and employees to achieve the goals and results desired by our management. The calculation of the amount to be shared is carried out based on our results and the individual evaluation of each management. We believe that the plan is an incentive tool for good performance and professional improvement, as it aims at awarding our executives and employees for meeting the previously established goals. We believe that by stimulating a sense of ownership in our employees, they will be more actively committed to our goals, an important factor in maintaining loyalty and motivation. Our objective is to promote our growth together with that of our employees, without prejudice to the quality of life and services rendered.

b. Benefit policy

We provide benefits to our employees as a way to provide greater economic security and social welfare. Such benefits vary according to the job title.

Benefits common to all positions: among the benefits offered to all of our employees, we highlight medical and dental assistance, meal or food tickets, agreement with accredited pharmacy network for the purchase of medicines and products with discount, agreements with other partners for the purchase of services and products with discount, day care assistance, life insurance, and school supplies allowance.

Exclusive benefits for the positions of General Management and Management: for our employees in general management and management positions, in addition to the benefits offered above, we also offer annual medical check-up, vehicle, discount on vehicle acquisition, fuel voucher, housing for transfers and reimbursement of expenses in English language learning.

14.4. Description of relations between the Company and unions

Our employees are represented by the unions of the locations in which we have establishments. Although not all of our employees are affiliated to unions, by law everyone enjoys the rights and prerogatives provided for in

collective bargaining agreements.

We believe in having good relationships with our employees and the unions that represent them, and there have

never been any strikes or any significant stoppages in our activities throughout our history. We comply with the collective labor agreements defined for each location/region where we operate, and in the

event of legal disagreement, we seek legal protection and legal means to defend the position or interest in question. We seek to abstain from any partisan and/or union political involvement.

The collective labor agreements currently in force are entered into annually. We list below the unions representing our employees in annual collective negotiations, as well as in relation to working days, benefits,

profit sharing and results, certification checks, in addition to traditional collective negotiations per category:

Union City State

Sindicato dos Trabalhadores em Empresas Locação de Bens Móveis A T P S Ger. (Union

of Workers in Personal Property Rental Companies)

Rio de Janeiro

RJ

Sindicato dos Empregados dos Agentes Autônomos do Comércio do Estado do Rio Grande do Sul (Union of Employees of Self-Employed Trade Agents of the State of Rio

Grande do Sul)

Porto Alegre

RS

Federação dos Empregados do Comércio da Cidade de Salvador (Federation of Commerce

Employees of the City of Salvador) Salvador Bahia

Sindicato dos Trabalhadores nas Empresas de Locação em Geral do Estado de Minas Gerais (Union of Workers in General Rental Companies of the State of Minas Gerais)

Minas Gerais

Minas

Gerais

Federação dos Empregados do Comércio de Bens e de Serviços do Norte e Nordeste Estado Recife Pernambuco (Federation of Employees in the Trade of Goods and

Services of the North and Northeast of Pernambuco)

Recife

PE

Sindicato dos Empregados no Comércio de Fortaleza - CE (Union of Trade Employees of

Fortaleza - CE) Fortaleza CE

Sindicato dos Empregados e Trabalhadores de Empresas Locadoras de Veículos Automotores do Estado de SP -SINDEELOCADESP (Motor Vehicle Rental Workers’

Union of the State of SP - SINDEELOCADESP)

São Paulo

São

Paulo

Sindicato dos Empregados no Comércio do Estado do ES (Union of Trade Employees of

the State of Espírito Santo) Vitória ES

Sindicato dos Empregados no Comércio do Distrito Federal (Union of Trade Employees of

the Federal District) Brasília DF

Federação dos Empregados no Grupos do Comércio do Estado do Mato Grosso

(Federation of Employees in the Trade Groups of the State of Mato Grosso) Cuiabá MT

Sindicato dos Empregados no Comercio de São Luiz (Union of Trade Workers of São Luiz) São Luiz MA

Federação dos Trabalhadores em Empresas Enquadradas no Terceiro Grupo Comércio e Empregados em Empresas Prestadoras de Serviço no Estado do Paraná (Federation of

Workers in Trade Companies and Employees in Service Providers in the State of Paraná)

Curitiba

PR

Sindicato dos Empregados no Comércio do Estado do Pará (Union of Trade Employees of

the State of Pará) Belém PA

Federação dos Empregados no Comércio e Serviços do Estado de Sergipe (Federation of

Employees in Commerce and Services of the State of Sergipe) Aracajú Sergipe

Federação dos Trabalhadores no Comércio de Santa Catarina (Federation of Trade Workers

of Santa Catarina) Florianópolis SC

Sindicato dos Empregados de Agentes Autônomos do Comércio e em Empresas de

Assessoramento, Perícias, Informações e Pesquisas e de Empresas de Serviços Contábeis

no Estado da Paraíba (Union of Employees of Self-Employed Trade Agents, and Advisory,

Expert Report, Information e Survey Companies, and Accounting Service Companies in the João Pessoa PB

State of Paraíba)

Sindicato dos Trabalhadores Rodoviários de Empresas de Transporte de Passageiros

Urbanos, Intermunicipais, Interestaduais especializados em fretes, logística, cargas e

locações (Union of Road Workers of Urban, Intermunicipal, Interstate Passenger

Transportation Companies specializing in freight, logistics, cargo and leasing) Parauapebas PA

Sindicato dos Empregados no Comercio de Alagoas (Union of Trade Workers of Alagoas) Maceió Alagoas

Sindicato dos Empregados Agentes Autônomos do Comércio do Estado de Goiás (Union of

Self-Employed Trade Agents of the State of Goiás) Goiânia GO

Sindicato dos Empregados do Comércio de Manaus (Union of Trade Workers of Manaus) Manaus AM

Sindicato dos Empregados no Comércio de Cuiabá (Union of Trade Employees of Cuiabá) Cuiabá MT

Sindicato dos Empregados no Comércio de Feira de Santana (Union of Trade Employees of

Feira de Santana)

Feira de

Santana Bahia

Sindicato dos Empregados no Comércio de Imperatriz (Union of Trade Employees of

Imperatriz) Imperatriz MA

Sindicato dos Empregados no Comercio do Município de Marabá e Sul Pará (Union of Trade

Employees of the Municipality of Marabá and Sul Pará) Marabá PA

Sindicato dos Empregados no Comércio e Serviços de Teresina/PI (Union of Trade and

Service Employees of Teresina/PI) Teresina PI

Sindicato dos Empregados no Comércio em Todo Estado do Tocantins (Union of Trade

Employees in the State of Tocantins) Palmas TO

Sindicato dos Empregados no Comércio no Estado do Rio Grande do Norte (Union of Trade

Employees in the State of Rio Grande do Norte) Natal RN

Federação dos Empregados no Comércio e Congêneres do Estado de Minas Gerais

(Federation of Trade Employees in the State of Minas Gerais) Belo Horizonte

Minas

Gerais

Sindicato dos Empregados no Comércio de Maringá (Union of Trade Employees of Maringá) Maringá PR

SINTRROMAR: Sindicato dos Motoristas, Condutores de Veículos Rodoviários Urbanos e

Trabalhadores em Empresas de Transportes Rodoviários de Cargas e de Transportes e de

Passageiros de Linhas Intermunicipal, Interestadual, de Turismo e Anexo de Maringá (Union

of Drivers, Drivers of Urban Road Vehicles, and Workers in Companies of Road

Transportation of Cargo and Transportation of Passengers in Intermunicipal and Interstate

Lines, Tourism of Maringá) Maringá PR

Sindicato do Comércio de Aracaju (Trade Union of Aracaju) Aracaju Sergipe

Sindicato dos Trabalhadores em Empresas Locadoras de Veículos Automotivos de Recife

(Union of Workers at Car Rental Companies of Recife) Recife PE

Sindicato dos Empregados das Categ Comissários, Loc e Outros de Campo Grande (Union

of the Employees of the Categ of Commission Merchants, Lease and Others of Campo

Grande) Campo Grande MS


There is no additional relevant information to be described in this item 14 of this Reference Form.

15.1/15.2 - Shareholding position

CPF/CNPJ shareholder Nationality - UF Participates in shareholders’ agreement Controlling Shareholder

Last change

Shareholder Resident Abroad Name of Legal or Mandatory Representative Type of person CPF/CNPJ

Qty. of common shares (Units) Common shares % Qty. of preferred shares (Units) Preferred shares % Total qty. of shares (Units) Total shares %

Breakdown per share classes (Units)

Share class Qty. of shares (Units) Shares %


865.258.326-91 Brazilian-MG Yes Yes 10/22/2018

No

45,878,760 9.018% 0 0.000% 45,878,760 9.018%

RCC Participações Sociais Ltda.

10.971.936/0001-13 Brazilian-PR Yes Yes 04/05/2019

10,150,680 1.995% 0 0.000% 10,150,680

1.995%

Enterprise Holdings Brazil, Inc.

10.971.936/0001-13 American Yes Yes 12/13/2018

Yes Adilson Ernesto da Silva Individual 174.854.598-13

39,381,726 7.741% 0 0.000% 39,381,680 7.741%

SF 166 Participações Societárias S.A.

35.184.580/0001-07 Brazilian-MG Yes Yes 12/17/2019

No

16,404,391 3.225% 0 0.000% 16,404,391 3.225%


Shareholder

CPF/CNPJ shareholder Nationality - UF Participates in shareholders’ agreement Controlling Shareholder Last change



Breakdown per share classes (Units)



696.165.669-20 Brazilian-PR Yes Yes 04/05/2019

No

32,589,113 6.406% 0 0.000% 32,589,113 6.406%

FitPart Fund Administration Services Limited

Bahamas No 12/17/2019

37,732,470 37,732,470 7.417%


915.133.326-00 Brazilian-MG Yes Yes 11/07/2018

No

45,878,766 9.018% 0 0.000% 45,878,766 9.018%

OTHER

276,105,056 54.273% 0 0.000% 276,105,056 54.273%

TREASURY SHARES - Date of last change: 12/04/2019

4,608,449 0.907 % 0 0.000% 4,608,449 0.907%

TOTAL

508,729,411 100.000% 0 0.000% 508,729,411 100.000%


CONTROLLING SHAREHOLDER / INVESTOR

SHAREHOLDER

CPF/CNPJ shareholder Nationality - UF Participates in Shareholders’ Agreement Controlling Shareholder Last change


Detail of shares (Units)


CONTROLLING SHAREHOLDER / INVESTOR CPF/CNPJ shareholder Composition of share capital

ENTERPRISE HOLDINGS BRAZIL, INC

26.394.344/0001-16

ENTERPRISE HOLDINGS BRAZIL, INC

30.584.578/0001-01 American Yes Yes 04/05/2018

No

1 100.000000 0 0.000000 1 100.000000


TOTAL 0 0.000000

OTHER

0 0.000000 0 0.000000 0 0.000000

TOTAL

1 100.000000 0 0.000000 1 100.000000



SHAREHOLDER

CPF/CNPJ shareholder Nationality - UF Participates in Shareholders’ Agreement Controlling Shareholder Last change





RCC Participações sociais Ltda.

10.971.936/0001-13

Claudio Sbardellati

651.603.639-04 Brazilian-PR Yes No 05/11/2017

No

112,583 0.770000 0 0.000000 112,583 0.770000


TOTAL 0 0.000000


696.165.669-20 Brazilian-PR Yes Yes 05/11/2017

No

11,095,976 75.890000 0 0.000000 11,095,976 75.890000


TOTAL 0 0.000000

MAFIP PARTICIPAÇÕES LTDA

85.509.586/0001-77 Brazilian - Paraná

Yes No 05/11/2017

No

3,412,572 23.340000 0 0.000000 3,412,572 23.340000


TOTAL 0 0.000000

OTHER

0 0.000000 0 0.000000 0 0.000000



SHAREHOLDER





CONTROLLING SHAREHOLDER/INVESTOR Shareholder CPF/CNPJ Composition of the share capital

RCC Participações sociais Ltda. 10.971.936/0001-13

TOTAL

14,621,131 100.000000 0 0.000000 14,621,131 100.000000



SHAREHOLDER






SF 166 Participações Societárias S.A. 35.184.580/0001-07

TREASURY SHARES – Last change date:

0 0.000000 0 0.000000 0 0.000000


915.133.326-00 Brazilian-MG No Yes 12/23/2019

No

200 50.000 0 0.000 200 50.000


865.258.326-91 Brazilian-MG No Yes 12/23/2019

No

200 50.000 0 0.000 200 50.000


SHAREHOLDER






ENTERPRISE HOLDINGS BRAZIL, INC 26.394.344/0001-16

OTHER

0 0.000000 0 0.000000 0 0.000000

The Crawford Group, Inc

American No Yes 01/09/2018

No

8,894 100.000000 0 0.000000 8,894 100.000000


TOTAL 0 0.000000

TOTAL

8,894 100.000000 0 0.000000 8,894 100.000000



SHAREHOLDER






The Crawford Group, Inc

Jack Taylor Family Voting Trust U/A/D 4/14/99

American No Yes 03/09/2018

No

9 90.000000 0 0.000000 9 90.000000


TOTAL 0 0.000000

OTHER

1 10.000000 0 0.000000 1 10.000000

TOTAL

10 100.000000 0 0.000000 10 100.000000



SHAREHOLDER





CONTROLLING SHAREHOLDER/INVESTOR Shareholder CPF/CNPJ Composition of the share capital

Jack Taylor Family Voting Trust U/A/D 4/14/99

OTHER

1 100.000000 0 0.000000 1 100.000000

TOTAL

1 100.000000 0 0.000000 1 100.000000

15.3 - Distribution of capital

Date of last meeting/Date of last change

12/4/2019

Number of individual shareholders (Units)

15,773

Number of legal entity shareholders (Units)

155

Number of institutional investors (Units)

509

Outstanding Shares

Outstanding shares corresponding to all shares of the issuer with the exception of those held by the controlling shareholder, the persons related thereto, the

managers of the issuer, and the shares held in treasury

Number of Common Shares (Units) 313,436,726 61.612%

Number of Preferred Shares (Units) 0 0.000%

Preferred Class A 0 0.000%

Total 313,436,726 61.612%

15.4 - Shareholders' Organization Chart

CONTROLLING SHAREHOLDERS

Luis Fernando Memoria

Porto 9,02%

45.878.766

Companhia de Locação das Américas 508.729.411 shares CS 3.195.789.984,08

Acelero Comércio de Veículos Ltda.

99,9%* 12.010.000 quotas

Agile Car

Locações Ltda. 99,9%*

1.000.000 quotes quotas

Unidas Franquias do Brasil

100.0% 10,000 shares

Unidas Comercial de Veículos Ltda.

99.9%* 100,000 quotes

Sérgio Augusto

Guerra de Resende

9,02% 45.878.760

Dirley Pignatti Ricci

6,41%

32.589.113

RCC

Participações

2,00%

10.150.680

SF 166 Participações

Societárias

3,22%

16.404.391

Enterprise Holdings

7,74%

39.381.726

FitPart 7,42%

37.732.470

Treasury

0,91%

4.608.449

Unidas S.A. 100,0%

54.540.394 shares

Other Minority

54,27%

276.105.056

*Unidas Comercial: 0.01% belongs to Unidas Franquias S.A.;

*Agile: 0.05% belongs to Luis Fernando Memoria Porto and 0.05% belongs to Sérgio Augusto Guerra de Resende;

*Acelero: 0.01% belongs to Agile.

15.5. With regard to any shareholders' agreement filed at the issuer's principal place of business or of which the controlling shareholder is a party, regulating the exercise of voting rights or the transfer of shares issued by the issuer, state the following:

I - CONTROLLING SHAREHOLDERS’ AGREEMENT On February 27, 2012, our controlling shareholders Luis Fernando Memoria Porto ("LF") and Sérgio Augusto Guerra de Resende ("SR") ("Original Shareholders") entered into a shareholders' agreement that regulates their relationship with respect to the exercise of voting rights and rights on the purchase and sale of its shares and preemptive right ("Shareholders' Agreement"). The Shareholder Agreement came into effect as of the date of the financial settlement of the initial public offering of shares of the Company, which occurred on April 25, 2012, and was amended on May 16, 2012. Subsequently, on May 11, 2017, as a result of the Investment Agreement signed on March 19, 2017, the second amendment to the Shareholders' Agreement was entered into for the entry of RCC Participações Sociais Ltda., which, together with the Original Shareholders, became part of the Company's Controlling Group. On March 9, 2018, in view of the Investment Agreement signed on December 27, 2017, the third amendment to the Shareholders' Agreement was entered into for entry of (i) Dirley Pingnatti Ricci ("Dirley Ricci"), who, along with the Original Shareholders, became a member of the Original Controlling Group, (ii) Principal – Gestão De Activos e Consultoria Administrativa e Financeira S.A. ("Principal"), and (iii) Enterprise Holdings Brazil, LLL ("Enterprise"), which, in turn, in the capacity of "Investing Shareholders" with the Original Controlling Group, became part of the Company's Controlling Group. On November 6, 2018, the fourth amendment to the shareholders' agreement was entered into in order to (i) reflect changes made to the Company's bylaws regarding the approval of operations with Affiliates and Related Parties of the Company and (ii) change the Company's Preliminary Meetings. On December 13, 2018, the fifth amendment to the shareholders' agreement was entered into in order to (i) reflect the amendments to the bylaws approved at the General Meeting held on December 13, 2018, related to the approval of related parties transactions and (ii) replace Mafip, who is no longer a member of RCC, pursuant to the Sixth Amendment to the RCC Articles of Incorporation held on August 21, 2018, Manuela Ferraz being admitted to the company, and (iii) amend item (iv) of Clause 5.2. "Permitted Transfers During Lock-Up and After Transaction" of the third Amendment to the Shareholders' Agreement that allowed RCC to indirectly transfer its Attached Shares from the Company's total share capital solely as a result of a possible corporate reorganization of RCC as a result of the liquidation of Mafip. On April 26, 2019, the sixth amendment to the Shareholders' Agreement was entered into in order to (i) amend Clause 1.6 to include a new subsidiary of the Company; and (ii) amend the main provision and item (ix) of Clause 2.1(B) of the Shareholders' Agreement to state that (a) the right of veto of Investing Shareholders shall be linked to a certain number of shares of their respective holders and (b) the right of veto with respect to the repurchase or redemption of Shares or securities shall apply only in the case of Shares or securities convertible into shares. Finally, on December 5, 2019, the seventh amendment to the Shareholders' Agreement was entered into under suspensive condition to provide, subject to the Suspensive Condition (defined below), to amend Clause 5.1 of the shareholders' agreement to reflect that the restrictions on transfers of shares provided for therein shall not apply with respect to the direct or indirect transfer of shares by LF and SR after the first anniversary of the seventh amendment to the Shareholders' Agreement representing up to one point eighty three percent (1.83%) of the share capital held by each of them. The seventh amendment also amends the Shareholders' Agreement to provide that the Principal will no longer hold any shares issued by the Company and will no longer be part of the Shareholders' Agreement, so that Principal, on the one hand, and the remaining controlling shareholders and the Company, on the other hand, decide to grant each other discharge in respect of all the obligations contained in the Shareholders' Agreement, when the purchase and sale of the shares issued by ownership of Principal to SF 166 Participações Societárias SA (which is held by LF and SR at a rate of 50% each), as described in item "Stock Put Option Agreement" in section 15.6 of this Reference Form. If the suspensive conditions are implemented upon the conclusion of the aforementioned Transactions, Principal will no longer be a shareholder of the Company and, therefore, will not be part of its controlling group. Finally, Clauses 5.12 and 6.4 of the Shareholders' Agreement were included to provide for the possibility that the shares attached to the agreement, owned by LF and SR, may be pledged as warranty to the financing operation to obtain funds necessary for the realization operation provided for in the Option Agreement mentioned in section 15.6 of this Reference Form. The effectiveness of the legal business contracted pursuant to the seventh amendment to the Shareholders' Agreement, pursuant to article 125 of the Civil Code, is subject to the approval, by the Company's Board of Directors, of the price per share and the capital increase resulting from the Primary and Secondary Public Offering of Shares of the Company described in item 18.12 of this Reference Form.

a. parties:

Signatories to the shareholders’ agreement of the controlling shareholders of the Company ("Shareholders' Agreement") are Mrs. Luis Fernando Memoria Porto, Sérgio Augusto Guerra de Resende, RCC Participações Sociais Ltda., Dirley Pingnatti Ricci (jointly with the Original Shareholders and RCC, "Original Controlling Group"), Principal - Gestão de Activos e Consultoria Administrativa e Financeira S.A., and Enterprise (together with Principal, "Investing Shareholders", all in the capacity of Controlling Group and, in the capacity of Consenting Intervening Party, Companhia de Locação das Américas, Mário José de Faria Ferraz Júnior, Daniela Ribeiro de Oliveira Ferraz, and Mafip Participações Ltda.

b. date of execution:

Entered into on February 27, 2012, as amended.

c. term of effectiveness

The Shareholders' Agreement shall remain in force for a term of 15 years, counted from the date of its signature, automatical ly extending for an equal period, if no Shareholder issues a statement to the contrary in writing within 6 months prior to the end of the fifteen (15) year term, which may be terminated (i) by mutual agreement between the Parties, (ii) in respect of any member of the Original Controlling Group who transfers (through one or more transactions) Attached Shares representing more than fifty percent (50%) of the total shares issued by the Company and their respective holders on the date of the Shareholders' Agreement ("Attached Shares"); (iii) regarding any Investing Shareholders who transfers (by means of one or more transactions) their respective shares on the date of execution of the Shareholders' Agreement in an amount that results in such Investing Shareholder having an interest in the Company lower than three percent (3%) of the Company’s share capital; (iv) with respect to Enterprise, at its sole discretion, if the International National and Alamo Master Franchise Agreement (MFA) is terminated (a) by Vanguard Car Rental USA LLC as a result of breach of the MFA by the Company or its affiliates or (b) by the Company or its affiliates without cause pursuant to the MFA; or (v) with respect to the successors and heirs of the deceased, absent, or incompetent member of the Controlling Group.

d. description of the clauses relating to exercise of the voting right and control power

The Controlling Group members shall resolve on all matters included in the agenda of (a) any general meeting of the Company and/or its Subsidiaries that has as its agenda the resolution of matters provided for in Clause 2.1(B) of this Agreement or (b) any meeting of the Company's board of directors that has as its agenda the resolution of matters set forth in Clause 3.6(B) of this Agreement, as applicable, in a preliminary meeting, in order to determine the vote of the members of the Controlling Group or the members of the Board of Directors appointed by the Controlling Group, as the case may be ("Preliminary Meetings"). For the avoidance of doubt, it will not be necessary to hold a Preliminary Meeting prior to meetings of the board of directors of any of the Company's Subsidiaries. Matters Provided for in Clause 2.1(B) of the Shareholders' Agreement: (i) increase in the Company's share capital, except for (a) the increase resulting from a public offering of shares as per item (viii) below, and (b) from the second increase of the Company's share capital, when such capital increase results from an Eminent Need for Capital of the Company; (ii) statement and distribution of (a) dividends in an amount greater than twenty-five percent (25%) of the Company's net income or (b) interest on shareholders' equity in an amount higher than that permitted by applicable legislation; (iii) acquisition by the Company of (a) another company operating in the rental business (rental company) with a fleet of more than ten thousand (10,000) vehicles or (b) which is not a substitute for the “Unidas" brand; (iv) granting of call option plans to the Company's managers and employees involving a number of shares greater than four percent (4%) of the Company’s share capital at the time; (v) corporate reorganization of the Company and its Affiliates, including incorporation (of companies and shares), spin-off, merger, and/or other business combination, pursuant to CVM Resolution no. 665, of August 4, 2011 (or any other standard that may replace it or change it), except for (a) corporate reorganizations exclusively involving companies of the same economic group of the Company and/or Unidas S.A. as of this date and (b) any corporate reorganization relating to or for the implementation of the acquisition, in any case, of a company operating in the vehicle rental business with a fleet of less than ten thousand (10,000) vehicles; (vi) execution of transactions between the Company and its Affiliates or Related Parties pursuant to Clause 2.1(A)(vii) of this Agreement, except for transactions carried out exclusively between the Company and its Subsidiaries and/or between the Company and the direct or indirect subsidiaries of Unidas S.A.;

(vii) change in the purpose of the Company and/or any Subsidiary, except for the inclusion of an object already existing on this date in any of its direct or indirect Subsidiaries;

(viii) performance by the Company of a public offering of shares in which the Company's valuation used for this purpose is less than two billion and five hundred million reais (R$ 2,500,000,000.00), pre-money; (ix) repurchase or redemption of Shares or securities convertible into shares issued by the Company, except for the repurchase or redemption of shares up to a limit of four percent (4%) of its share capital for transfer to the beneficiaries of the call option plans granted by the Company;

(x) statement or request for bankruptcy or request for court-supervised or out-of-court reorganization of the Company; (xi) issuance by the Company of securities convertible into shares, except for the issuance of securities, considering an evaluation of the Company, for the purpose of conversion into shares of its issue, in an amount in excess of two billion and five hundred million reais (R$ 2,500,000,000.00); and

(xii) cancellation of registration as a publicly-held company, cancellation of registration for the trading of shares on regulated securities markets and/or any event resulting in the exit of the Novo Mercado.

Matters provided for in Clause 3.6(B) of the Shareholders' Agreement: (a) approval of the annual budget of the Company or its Subsidiaries that contains an estimate of expenses and income in an amount greater than twenty-five percent (25%) of the expenses and revenues estimated in the Company's annual budget for the immediately previous year;

(b) approval of the obligations or expenses, by the Company, in an amount greater than ten percent (10%) of the amount provided for in the Company's annual budget;

(c) the contracting, assumption, or performance of any act that renders the Company or any of its Subsidiaries responsible for any indebtedness that causes the Company's Net Debt/EBITDA ratio, calculated on a quarterly basis and considering the EBITDA values of the last twelve (12) months, to be greater than three point twenty-five (3.25); and

(d) the approval of transactions with Related Parties of the Company indicated in Clause 3.6(A)(v) of the Shareholders' Agreement.

The resolutions taken at the Preliminary Meeting shall bind the vote of all members of the Controlling Group at the respective general meeting or meeting of the Company's board of directors, and the members of the Controlling Group shall vote or cause the directors appointed by them to perform a pooling at such general meeting or meeting of the board of directors, as the case may be, in accordance with such resolutions. Furthermore, there are certain matters whose approval shall depend on the affirmative vote (i) of all the members of the Original Controlling Group (Sergio, Luiz, Dirley, and RCC), if the resolution is resolved at the seat of a general meeting (for example, request for bankruptcy, liquidation of the Company and corporate reorganization of the Company) and (ii) of all the members of the board of directors appointed by the members of the Original Controlling Group, if the resolution is deliberated at a meeting of the board of directors (such as, for example, the appointment of the Company's auditors, approval of certain transactions with related parties and acquisition or disposal of assets for an amount in excess of R$ 10,000,000.00. All of these matters are set forth in Clauses 2.1(A) and 3.6(B) of the Shareholders' Agreement, respectively.

e. description of clauses relating to the appointment of managers, members of statutory committees or persons holding management positions

(i) The members of the Controlling Group shall exercise, at the Preliminary Meetings and the General Meetings of Shareholders of the Company, the voting rights of their Shares Subject Matter of the Agreement, so that each Controlling Shareholder shall have the election of one (1) effective member of the board of directors, of which the Chairman and the Vice-Chairman of the board of directors of the Company shall be appointed by Sérgio (after the period of 2 years from the date of signature of the Shareholders' Agreement, whereby the Chairman of the Company's board of directors shall be appointed by the Principal, as long as it holds 5% or more of the Company's share capital) and Luis Fernando, respectively. (ii) As long as the Enterprise holds shares representing 5% of the Company's share capital, it shall have the right to appoint one effective member of the Company's board of directors.

(iii) The other members of the board of directors shall be appointed by the Original Shareholders (Luis Fernando and Sergio), in accordance with applicable legislation and self-regulation, except for any vacancies that may be filled by means of a process of multiple vote or separate vote, pursuant to article 141 of the Corporations Act, or other legal rights, if applicable. Each member of the Controlling Group may, at any time, decide to remove or replace any director who has been indicated pursuant to the Shareholders' Agreement and the members of the Controlling Group may, at any time and by majority vote, resolve on the removal of any director who has been indicated under item (ii) above.

f. description of clauses relating to the transfer of shares and preemptive rights

The members of the Original Controlling Group may not transfer, directly or indirectly, for a term of five (5) years as of May 11,

2017 ("Lock-Up Period - Original Controlling Group"), any of its Attached Shares to the Shareholders' Agreement. Likewise, the

Investing Shareholders may not transfer, directly or indirectly, for a period of two (2) years as of March 9, 2018 ("Lock-Up Period

- Investing Shareholders" and, in conjunction with the Lock-Up Period - Original Controlling Group, "Lock-Up Periods"), any of

its Attached Shares to the Shareholders' Agreement. To this end, the members of the Controlling Group undertake not to transfer,

directly or indirectly, during their respective Lock-Up Periods, their Attached Shares, except as expressly authorized in the

following situations, provided for in clauses 5.2, 5.6 and 5.8 of the Shareholders’ Agreement:

a) During and after the Lock-Up Period, regardless of any authorization or ratification from the other members of the Controlling Group, or the compliance with the Preemptive Right and Tag-Along Agreement: (i) each of the members of the Original Controlling Group may transfer attached shares of its ownership representing not more than one and a half percent (1.5%) of the total shares issued by the Company; (ii) Enterprise may transfer attached shares of its ownership, representing a maximum of zero point fifty-six percent (0.56%) of the total shares issued by the Company; (iii) Principal may Transfer Attached Shares of its ownership, representing a maximum of zero point seventy-three percent (0.73%) of the total shares issued by the Company. Any Attached Shares to be transferred under the Shareholders' Agreement shall be immediately disconnected from the Shareholders’ Agreement and, to that end, (i) the transferor member of the Controlling Group shall notify the depositary institution of the Company's book-entry shares ("Bookkeeping Agent") so it may formalize the disconnection of such attached shares from the Shareholders' Agreement, by signing and submitting the requested documents to effect the respective disconnection and cancel the registration with the Bookkeeping Agent with respect to such attached shares, and (ii) the other members of the Controlling Group shall collaborate for this purpose in a timely manner, if necessary and requested by the Company and/or the transferor member of the Controlling Group. b) Transfers of Attached Shares are permitted at any time by any member of the Controlling Group to any Affiliate. In this case, the transferor member of the Controlling Group shall: (a) if the transferee Affiliate is a Subsidiary of the transferor member, prior to the transfer of the Attached Shares and as a condition of such transfer, undertake in writing not to Transfer or share the Control of such Affiliate, in any way, without offering the Attached Shares held by it to the other members of the Controlling Group under the conditions set forth in the Shareholders' Agreement; (b) if the transferee Affiliate is a Controlling entity of the transferor member, obtain from its respective Controlling Shareholders the written assumption of the obligation not to Transfer the Control of the transferee Affiliate in question; (c) in any case, and as a condition of the transfer of the Attached Shares, remain jointly and severally liable for all obligations assumed by the Affiliate pursuant to this Agreement and cause that Affiliate to adhere to this Agreement, upon signing the corresponding adhesion agreement, expressly agreeing to comply with its terms and conditions, and succeeding the transferor member in the capacity of signatory to this Agreement for all purposes and effects; and (d) the transferee shall become part of the definition of the Controlling Group, for all purposes of this Agreement. c) Whenever a secondary public distribution of shares (i.e. a public offering that includes the sale of existing Shares) takes place, the members of the Controlling Group shall be entitled to include in such offer any Attached Shares held by it in the proportion of their respective interest in the Company’s share capital with regard to the total amount of the public distribution on the secondary market, provided that during the Lock-Up Period, each member of the Controlling Group shall be limited to include in the public offer of distribution in the secondary market the percentages included in item "a" above. If a secondary public distribution of shares (that is, a public offering that includes the sale of existing Shares) is performed after the end of the respective Lock-Up Period, each member of the Controlling Group shall be assured of the right to include in such an offer, Attached Shares of its own in proportion to its respective interest percentage in the Company’s share capital with regard to the total amount of the public distribution in the secondary market. d) Transfers are authorized as a result of the shares issued by the Company and owned by the Principal subject matter of the Share Pledge Agreement between the Principal and certain Portuguese banks, creditors of the Principal, namely, BPI, S.A., Banco Comercial Português, S.A., Novo Banco, S.A., and Caixa Geral de Depósitos, S.A. ("Principal Creditors"). Upon termination of their respective Lock-Up Periods, applicable Controlling Group members shall no longer be subject to the Lock-Up Period, but shall observe the Rules of Preemptive Right and Tag-Along Agreement, as defined below, for any and all Transfer of Attached Shares, except for Permitted Transfers, according to items "a" and "b" above. Tag-Along Agreement: If any member of the Controlling Group ("Selling Member") wishes to Transfer, directly or indirectly, part or all of its Attached Shares, after the expiration of its respective Lock-Up Period (if applicable to such member), the other members of the Controlling Group ("Non-Selling Members") shall have the right, individually and alternately to the Preemptive

Right or the Right of First Offer provided below, to notify, upon receipt of a Notification of the Offering Terms and within the period established in the Shareholders' Agreement, the Selling Member of its intention to exercise its right to sell part or all of its shares, jointly with the Selling Member, in proportion to the shares to be transferred by the Selling Member with regard to the Company's share capital, in the same terms and conditions of the Offering Terms received by the Selling Member ("Tag-Along Agreement"). Preemptive Right: None of the members of the Controlling Group may, directly or indirectly, after the Lock-Up Period (if applicable to such member), or, in the exclusive event of a foreclosure regarding a collateral, under the Pledge Agreement, even during the Lock-Up Period, Transfer part or all of its Attached Shares ("Offered Attached Shares"), without offering them first to the members of the Original Controlling Group, which shall have the preemptive right to acquire the Attached Shares Offered, in proportion to their respective participation in the Company's share capital (excluding the participation of the Selling Member, as well as such members of the Original Controlling Group that expressly or tacitly waive the exercise of their right), under the same terms and conditions of the Offering Terms received by the Selling Member from a third-party acquirer acting in good faith ("Third Party in Good Faith"), according to the procedure described in the Shareholders’ Agreement. The preemptive right provided for in the Shareholders' Agreement shall benefit only the members of the Original Controlling Group and not the Investing Shareholders (Principal and Enterprise). Right of First Offer: During the term of the Shareholders' Agreement, if Enterprise wishes to transfer its Offered Attached Shares, Enterprise may offer the Attached Shares Offered simultaneously to all members of the Original Controlling Group, which shall be entitled jointly or individually to make the first offering on acquisition of the totality of the Attached Shares Offered. If more than one member of the Original Controlling Group accepts the Offering from Enterprise or makes an offer for the acquisition of the Offered Attached Shares, each member of the Original Controlling Group shall acquire the Offered Attached Shares in proportion to its respective interest held by then in Company's share capital, after deduction of the interests of the other shareholders of the Company ("Right of First Offer"). Prohibitions: No member of the Controlling Group shall pay in the capital of any company (other than an Affiliate) with its Attached Shares or create any usufruct or lend such shares to any person other than an Affiliate without first observing the procedures of Clause 5 (Transfer of Shares ) of the Shareholders' Agreement, except in the scope of the public offering of shares issued by the Company. Public Offering of Shares: Whenever a secondary public distribution of shares (i.e. a public offering that includes the sale of existing Shares) takes place, the members of the Controlling Group shall be entitled to include in such offer any Attached Shares held by it in the proportion of their respective interest in the Company’s share capital with regard to the total amount of the public distribution on the secondary market, provided that during the Lock-Up Period, each member of the Controlling Group shall be limited to include in the public offer of distribution in the secondary market the percentages included in item "a" above. If a secondary public distribution of shares (that is, a public offering that includes the sale of existing Shares) is performed after the end of the respective Lock-Up Period, each member of the Controlling Group shall be assured of the right to include in such an offer, Attached Shares of its own in proportion to its respective interest percentage in the Company’s share capital with regard to the total amount of the public distribution in the secondary market. The Controlling Group shall have preemptive right in primary offerings of shares or convertible securities in proportion to its respective interest in the share capital, with regard to the amount of the primary offering. RCC: RCC Shareholders also acknowledge and agree to the provisions of the Shareholders 'Agreement, in particular Clause 5 (Transfers of Shares), and are therefore jointly and severally liable with RCC for compliance with the provisions of the Shareholders' Agreement, in proportion of their interest in RCC. During the term in which the Shareholders Agreement binds RCC, RCC's shareholders may become direct shareholders of the Company, through any transfer or succession of ownership mechanism, provided that the procedure of item "b" above is observed and that the shareholders sign an unconditional adhesion to the Shareholders’ Agreement to appear as shareholders of the Company, observing that the RCC Shareholders must remain jointly and severally liable for all obligations assumed by RCC's shareholders under the Shareholders' Agreement. Violations: Any transfer of Attached Shares in violation of the Shareholders' Agreement shall be considered null and void, and therefore, forbidden (i) their registration by the Company in the Company's Book of Shares and (ii) the exercise by the member of the Controlling Group and the new transferee shareholder of the corresponding voting right or any other right guaranteed by the Attached Shares. Succession: In the event of death, declared absence or permanent disability of any of the members of the Controlling Group, the remaining members of the Controlling Group shall have the right to elect, at their sole discretion and by a majority of votes, taking into consideration the interest in the Company’s share capital within twenty (20) business days of the event of death, declared absence or permanent disability, invite the successors and heirs to join the Shareholders' Agreement and succeed the deceased, absent or incapacitated member, as signatory of the Shareholders Agreement. If there is no decision to invite the successors and heirs to join the Shareholders’ Agreement, the Attached Shares owned by the deceased, absent or incapacitated member shall automatically be removed from the Shareholders' Agreement.

g. description of clauses restricting or binding the voting rights of members of the board of directors or other entities for inspection and control

The resolutions taken at the Preliminary Meeting shall bind the vote of all members of the Controlling Group at the respective general meeting or meeting of the Company's board of directors, and the members of the Controlling Group shall vote or cause the directors appointed by them to perform a pooling at such general meeting or meeting of the board of directors, as the case may be, in accordance with such resolutions. Under the Shareholders' Agreement, if a shareholder or board member reasonably and in good faith understands that any binding vote would be a violation of his fiduciary duties as a shareholder of the Company or as a member of the board of directors, he will be assured of right to state in the voting instructions its reasons for disagreement or to abstain from voting, given that, in the event of abstention, the Controlling Group is hereby authorized, irrevocably and irreversibly, to vote with the shares of the abstaining party.

15.6 - Indicate relevant changes to the interests of the members of the controlling group and managers of the issuer

Share Call and Put Option Agreement

On December 5, 2019, Principal and SF 166 Participações Societárias SA (which is owned 50% each by LF and SR) (“SF 166”) entered into a Private Share Call and Put Option Instrument ("Option Agreement"), whereby Principal granted SF 166 a put option by SF 166 and SF granted Principal a put option of sixteen million, four hundred and four thousand, three hundred and ninety one (16,404,391) shares issued by the Company held by Principal ("Shares Subject Matter of the Agreement").Under the Option Agreement, the exercise and settlement of the transaction, with the transfer of the Principal Shares to SF 166, is conditional upon, among other things, the release of the existing encumbrances on the Shares Subject Matter of the Agreement (as described in item 15.8 of this Reference Form) and the Board of Directors' approval of the price per share and the capital increase resulting from the Company's Public Offering of Shares described in item 18.12 of this Reference Form ("Offering"), and the purchase and sale will occur simultaneously with the settlement of the Offer. SF 166 forwarded a Notice of Option Exercise to the Principal on December 5, 2019. Under the Stock Option Agreement, an amendment to the Company's shareholders' agreement was entered into, whereby the Principal is terminated and SF 166 is entered into the Company's controlling group, the effectiveness of which is conditional upon the settlement of the Offering and the transfer of the Shares Subject Matter of the Agreement to the SF 166.

15.7. Describe the main Corporate Operations occurred in the group that had a material effect on the issuer, such as mergers, spin-offs, share mergers, selling and acquisitions of controlling interest, acquisitions and disposals of significant assets, indicating, when involving the issuer or any of its subsidiaries or affiliates:

Year 2019

Event:

Primary and secondary public offering of shares

Main business conditions

Issuance of 61,000,000 new common shares of the Company.

Companies involved

Companhia de Locação das Américas

Effects resulting from the transaction in the shareholding structure

Companhia de Locação das Américas has issued 61,000,000 new shares.

Shareholding Structure before and after the transaction

Shareholding Structure up to 12/17/2019:

Shareholder Shares


45,878,766


45,878,760

RCC 10,150,680

Principal Gestão de Activos

49,213,173

Dirley Ricci 32,589,113

Enterprise Holdings 39,381,726

Other 224,637,193

Total 447,729,411

Shareholding Structure after 12/17/2019:

Shareholder Shares


45,878,766


45,878,760

SF 166 Participações Societárias S.A.

16,404,391

RCC 10,150,680

Dirley Pingnatti Ricci 32,589,113

Enterprise Holdings Inc. 39,381,726

Other 318,445,975

Total 508,729,411

Mechanisms used to ensure equitable treatment among shareholders

The shareholders were informed about the operation procedure through Material Facts published in December 8th and December 17th at the following websites: B3 (www.b3.com.br), CVM (www.cvm.gov.br), Investor Relations (www.ri.unidas.com.br), as Company’s Disclosure Policy in effect at the time and in accordance with the provisions of Law 6,404 / 76.

http://www.b3.com.br/



Year 2019

Event:

Merger of all shares issued by NTC Locação de Veículos S.A.


At the Extraordinary General Meeting held on January 31, 2019, the merger of shares issued by NTC was approved, with its conversion into a wholly-owned subsidiary of the Company and with consequent increase in the Company's share capital.

Companies involved

Companhia de Locação das Américas and NTC Locação de Veículos S.A.


Following the merger, NTC was converted into a wholly-owned subsidiary of the Company.



Shareholder Interest


10.34%


10.34%

RCC 2.32%

Dirley Pingnatti Ricci 7.53%

Enterprise Holdings Inc. 8.88%

Principal 11.09%

Other 49.49%

Total 100%


Shareholder Interest


10.25%


10.25%

RCC 2.29%



Principal 10.99%

Other 49.96%

Total 100%


The replacement ratio of the shares issued by NTC to be merged by the Company was determined by the managements of the companies as independent parties during the negotiation process of the business agreement that resulted in the shares consolidation. Moreover, Apsis was retained to prepare an opinion in order to support the negotiated replacement ratio. Accordingly, an appraisal report was prepared in order to determine the fair value of NTC and Locamerica, provided that NTC was valued based on its economic value, using the discounted cash flow methodology, whereas the Company was valued based on the market value of the shares in the last three (3) months, for the purposes of defining the replacement ratio of NTC shares by new shares to be issued by the Company; The Company's shareholders on February 1, 2019, who dissented from the operation were entitled to withdraw within a period of 30 days from the date of publication of the minutes of the respective Extraordinary General Meeting that resolved on the operation contemplated herein, upon reimbursement of its shares for the equity value of the share.

Year 2018

Event:

Primary and secondary public offering of shares


Issuance of 31,000,000 new common shares of the Company.

Companies involved

Companhia de Locação das Américas


Companhia de Locação das Américas has issued 31,000,000 new shares.



Company Shareholders Equity interest:


13.09%


13.09%


2.94%


14.04%

Dirley Ricci

9.57%

Enterprise Holdings. 10.75%

Other 36.52%

Total 100%




10.34%


10.34%

RCC 2.32%



Principal 11.09%

Other 49.49%

Total 100%


The Offering performance was approved at a Meeting of the Company's Board of Directors held on November 27, 2018. In addition to comply with the provisions of article 9-A of CVM Instruction 476 and to ensure the participation of the shareholders in the Offering, priority was given for the subscription of up to the total number of Shares placed through the primary offering. Finally, the price per share was set after the completion of the investment intent collection procedure with professional investors, as defined in article 9-A of CVM Instruction No. 539 of November 13, 2013, as amended.

Year 2018

Event:

Merger of all shares issued by Unidas S.A. (Unidas)


At the Extraordinary General Meeting held on March 9, 2018, the merger of shares issued by Unidas was approved, with its conversion into a wholly-owned subsidiary of the Company and with consequent increase in the Company’s share capital.

Companies involved

Companhia de Locação das Américas, Unidas S.A., Principal – Gestão de Activos e Consultoria Administrativa e Financeira S.A., Enterprise Holdings Brazil, LLC, Vinci Capital Partners II Fundo de Investimento em Participações, GIF IV Fundo de Investimento em Participações Multiestratégia, Kinea I Private Equity Fundo de Investimento em Participações and Kinea Co-Investimento II Fundo de Investimento em Participações.


After the merger, Unidas was converted into a wholly-owned subsidiary of the Company and the companies Principal - Gestão de Activos e Consultoria Administrativa e Financeira S.A., Enterprise Holdings Brazil, LLC, became shareholders of the Company and part of the Company's controlling group.





18.54%


18.54%


17.72%

Other 45.20%

Total 100%




13.09%


13.09%


2.94%


14.04%

Dirley Ricci

9.57%

Enterprise Holdings. 10.75%

Other 36.52%

Total 100%


The replacement ratio of the shares issued by Unidas to be merged by the Company was determined by the administration of the companies as independent parties during the negotiation process of the business agreement which resulted in the merger of shares. Moreover, Apsis was retained to prepare an opinion in order to support the negotiated replacement ratio. Accordingly, an Appraisal Report was prepared in order to determine the fair value of Unidas and Locamerica, based on (i) the economic value attributed to Unidas by the methodology of future

Year 2018

Event:

Merger of Auto Ricci S.A. ("Ricci").


At the Extraordinary General Meeting held on January 2, 2018, the merger of Ricci by the Company was approved. The merger is justified by compliance with the Company's strategic guidelines for administrative and financial simplification and rationalization, and the direct development of all vehicle leasing activities. Taking into consideration that Ricci was a wholly-owned subsidiary of the Company, the merger did not lead to an increase in share capital.

Companies involved

Companhia de Locação das Américas and Auto Ricci S.A.


Auto Ricci was merged into the Company and, as a result, it became extinct.


The Company's shareholding structure did not change with the operation.


As this was a merger of a wholly-owned subsidiary and the corporate reorganization did not lead to a change in the Company's shareholders' equity, there is no point in talking about the replacement ratio of the shareholders’ shares of the acquired company for the acquiring company's shares. The transaction also did not entail any right of dissent to the Company's shareholders. Consequently, there are no interests of minority shareholders to be protected.

Year 2017

profitability; and (ii) the market value of the Company's traded shares on September 29, 2017 (the last business day immediately preceding the base date of the Company's and Unidas's valuation). The Company's shareholders on December 27, 2017 who dissented from the transaction were entitled to withdraw within a period of 30 days from the date of publication of the minutes of the respective Extraordinary General Meeting which resolved on the operation contemplated herein, upon reimbursement of its shares for the equity value of the share.

Event:

Merger of all shares issued by Auto Ricci S.A. ("Ricci").


At the Extraordinary General Meeting held on May 11, 2017, the merger of shares issued by Ricci was approved, with its conversion into a wholly-owned subsidiary of the Company and with consequent increase in the Company’s share capital.

Companies involved

Companhia de Locação das Américas, Auto Ricci S.A., RCC Participações Sociais Ltda, RFN Participações Sociais – EIRELI, Paranainvest Investimentos e Participações Ltda., Mafip Participações Ltda., RFN Participações Sociais – EIRELI, Anthea Participações Sociais – EIRELI, and Visolux Participações Sociais Ltda.


After the merger, Ricci was converted into a wholly-owned subsidiary of the Company and RCC became a member of the Company's controlling group.


Shareholding Structure as of 05/11/2017:



23.50%


23.50%

Other 53%

Total 100%




18.54%


18.54%


17.72%

Other 45.20%

Total 100%


The replacement ratio of the shares issued by Ricci to be merged by the Company was determined by the administration of Ricci and Locamerica as independent parties during the negotiation process of the business agreement which resulted in the merger of shares. Moreover, the Company decided to retain Apsis to prepare an opinion in order to support the negotiated replacement ratio. Accordingly, an Appraisal Report was prepared in order to determine the fair value of Ricci and the Company, based on (i) the economic value attributed to Ricci by the discounted cash flow methodology; (ii) the market value of the traded shares of Locamerica in the last 3 months.

The Company's shareholders on May 20, 2017, who dissented from the operation, were entitled to withdraw within a period of 30 days from the date of publication of the minutes of the respective Extraordinary General Meeting that resolved on the operation contemplated herein, upon reimbursement of its shares for the equity value of the share.

15.8 - Provide other information that issuer deems relevant.

Fiduciary Sale of Shares issued by the Company and owned by Luis Fernando Porto

On the date of this Reference Form, 19% of our shares owned by our shareholder Luis Fernando Porto were

fiduciarily sold as collateral to some bank credit notes held by Luis Fernando Porto. A minimum percentage of

collateral shall be maintained based on the value of the secured obligations, provided that, in the event of a certain

portion being settled, a portion of the shares may be released; or, in case of an increase in the Company’s share

capital, the new shares subscribed by Luis Fernando Porto may be fiduciarily sold if the minimum percentage is not

observed.

The maturities of the credit notes mentioned above are scheduled for the period between September 2020 and

February 2027. After the settlement of the secured obligations, the shares fiduciarily sold may, at the discretion of

the creditor, as the case may be, guarantee other obligations assumed before the creditor or other companies of

its economic group.

As of the date of this Reference Form, shareholders Luis Fernando Memória Porto and Sergio Resende entered

into a loan agreement related to the exercise of the option to purchase, by SF 166, shares held by the Principal,

within the scope of the transaction described in item "Stock Put Option Agreement" in section 15.6 of this Reference

Form, from which Luis Fernando Memória Porto holds fiduciary sale on 16,545,943 of the Company's shares held

by him may be collateralized in favor of the financing creditor.

For further details, see risk factor “There may be a change in the composition of our controlling group in the event

any of our shareholders fails to comply with the obligations under the collaterals granted by them, resulting in the

enforcement of said collaterals.” included in item 4.1 of this Reference Form.

Fiduciary Sale of Shares issued by the Company and owned by Sérgio Resende

At the date of this Reference Form, 9% of the shares of our issuance owned by our shareholder Sergio Resende

were fiduciarily sold as collateral to the "Consumer Loan Agreement for Discretionary Credit Facilities" with maturity

scheduled for July 22, 2021.

As of the date of this Reference Form, shareholders Luis Fernando Memória Porto and Sergio Resende entered

into a loan agreement related to the exercise of the option to purchase, by SF 166, shares held by the Principal,

within the scope of the transaction described in item "Stock Put Option Agreement" in section 15.6 of this Reference

Form, from which Luis Fernando Memória Porto holds fiduciary sale on 16,545,943 of the Company's shares held

by him may be collateralized in favor of the financing creditor.

For further details, see risk factor "There may be a change in the composition of our controlling group in the event

any of our shareholders fails to comply with the obligations under the guarantees granted by them, resulting in the

enforcement of said collaterals" included in item 4.1 of this Reference Form.

The table below shows the shares of our issuance that, on the date of this Reference Form, were pledged or

fiduciarily sold:

Shareholders Number of shares

held

Collateral on shares Number of shares encumbered

on the date of this Reference

Form

Luis Fernando Porto 45,878,766 Fiduciary Sale 25,488,883

Sergio Resende 45,878,760 Fiduciary Sale 22,428,943

16.1 - Description of the issuer's rules, policies and practices regarding operations with related parties

We enter into transactions with related parties in the normal course of our business on market-compatible terms.

The resolutions regarding possible transactions between us and our related parties are taken, as the case may be,

by our shareholders or Board of Directors, under the terms of the policy of operations with related parties, approved

at a meeting of the Board of Directors held on October 5, 2018, described below.

POLICY OF OPERATIONS WITH RELATED PARTIES

1. OBJECTIVES, REGULATION AND SCOPE

We are a publicly held corporation listed in B3's Novo Mercado segment and, therefore, in order to guarantee

excellence and respect to the highest level of Corporate Governance, we have approved our Policy of Operations

with Related Parties ("Policy"), approved in a meeting of the Board of Administration held on October 5, 2018, which

purpose is to establish guidelines to ensure that all decisions involving Related Parties and other situations with a

potential conflict of interest are made in the interests of our shareholders.

The Policy follows the recommendations of the Brazilian Code of Corporate Governance and applies to all our

affiliates, employees and managers.

2. FORMALIZATION OF THE TRANSACTIONS WITH RELATED PARTIES

All operations with related parties must:

a. be formalized by means of their own legal contractual instrument, under the terms established in the Policy of

Operations with Related Parties.

b. be in conditions equivalent to market practices;

c. be reflected in our Financial Statements;

d. be disclosed in CVM, when included in the requirements established by CVM Instruction 480/09.

The Company's managers involved in operations with Related Parties or other potential conflicts of interest must

immediately express their conflict of interest, observing all the procedures provided for in the Policy.

3. PROHIBITED OPERATIONS

Operations between Related Parties or with potential conflicts of interest are prohibited in the cases provided for in

the Policy, except in case of resolution to the contrary of the competent bodies, with the abstention of any parties

that qualify as Related Parties or with a potential conflict of interest.

4. DISCLOSURE

The Company shall disclose the operations, pursuant to the provisions of article 247 of Law No. 6.404/76, CVM

Resolution No. 642/10, Resolution of the National Monetary Council No. 3.750/09, and the Listing Regulation of the

B3's Novo Mercado, as well as include them in the explanatory notes of the Company's Financial Statements, in

accordance with the applicable accounting principles.

The Policy is available at the Company's website (ri.unidas.com.br).


16.2 - Information on operations with related parties

Related party Operation date Amount involved

(Reais) Existing balance

Amount (Reais)

Duration Loan or other type of debt

Interest rate charged

Acelero Comércio de Veículos Ltda 09/30/2019 4,487,000.00 4,487,000.00 4,487,000.00 Undetermined Yes 129% DI p.a.

Relationship with issuer Indirect subsidiary of Companhia de Locação das Américas on 12/31/2018. With the merger of Auto Ricci S.A. on 01/02/2018, Acelero Comércio de Veículos Ltda. became the direct subsidiary of Companhia de Locação das Américas.

Contract object Loan agreement

collateral and insurance Not applicable.

Termination or extinction Not applicable.

Nature and reason for the operation Nature: Loan Agreement between related parties to contract formalized and with conventional interest

Issuer's contractual position Creditor

Specify Loan



Amount (Reais)



SLR Comércio de Veículos Ltda. 09/30/2019 283,000.00 283,000.00 283,000.00 Undetermined No 0

Relationship with issuer Party related to members

Contract object Maintains vehicle purchase operation



Nature and reason for the operation Other




Amount (Reais)



Enterprise Holdings Brazil LLC. 09/30/2019 25,109,000.00 25,109,000.00 25,109,000.00 Undetermined No 0

Relationship with issuer The direct subsidiary Unidas S.A. maintains leasing operations in partnership with Enterprise. The payable balance refers to commissions related to such transactions

Contract object Car Rental



Nature and reason for the operation Car Rental

Issuer's contractual position Debtor

Specify Not applicable



Amount (Reais)



Enterprise Holdings Brazil LLC. 09/30/2019 31,507,000.00 31,507,000.00 31,507,000.00 Undetermined No 0

Relationship with issuer The direct subsidiary Unidas S.A. maintains leasing operations in partnership with Enterprise. The payable balance refers to commissions related to such transactions

Contract object Car Rental








Amount (Reais)



Unidas Locadora de Veículos Ltda. 09/30/2019 3,957,000.00 3,957,000.00 3,957,000.00 Undetermined No 0

Relationship with issuer Indirect subsidiary of Companhia de Locação das Américas on 12/31/2018.

Contract object Maintains vehicle rental operation








Amount (Reais) Duration Loan or other type of debt


Unidas S.A. 09/30/2019 472,000.00 472,000.00 472,000.00 Undetermined No 0

Relationship with issuer Direct subsidiary of Companhia de Locação das Américas on 09/30/2019

Contract object Maintains vehicle rental operation










Unidas S.A. 09/30/2019 2,393,000.00 2,393,000.00 2,393,000.00 Undetermined No 0

Relationship with issuer Direct subsidiary of Companhia de Locação das Américas on 09/30/2019

Contract object Not applicable.










Via Trucks Comércio de Caminhões Ltda

09/30/2019 1,505,000.00 1,505,000.00 1,505,000.00 Undetermined No 0

Relationship with issuer Party related to members Contract object Maintains a vehicle purchase and sale operation. collateral and insurance Not applicable. Termination or extinction Not applicable. Nature and reason for the operation Vehicle purchase and sale Issuer's contractual position Creditor




Amount (Reais)



Unidas Agro Locação de Veículos S.A

09/30/2019 920,000.00 920,000.00 920,000.00 Undetermined No 0

Relationship with issuer Direct subsidiary of Companhia de Locação das Américas on 09/30/2019 Contract object Maintains vehicle rental operation collateral and insurance Not applicable.







Amount (Reais)



Via Jap Comércio de Veículos Ltda 09/30/2019 2,000.00 2,000.00 2,000.00 Undetermined No 0

Relationship with issuer Party related to members

Contract object Maintains a vehicle purchase and sale operation.



Nature and reason for the operation Vehicle purchase and sale



16.3 - Identification of the measures taken to deal with conflicts of interest and demonstration

of the strictly commutative nature of the conditions agreed or the adequate compensatory

payment.

(a) Identify the measures taken to address conflicts of interest and

(b) Demonstrate the strictly commutative nature of the agreed conditions or the adequate

compensatory payment

Transactions entered into between us and our related parties are made under market conditions and

are covered by applicable law, in particular Article 246 of the Corporations Act and our ethical and

conduct policies that prohibit any situation in which personal interest is conflicting with our interests.

The commutativity conditions agreed upon are verified through the compatibility of the clauses

established in the agreements entered into with related parties to those usually used in the market

for operations of the same nature, observing criteria such as price, term, technical capacity and

financial charges.

Decisions on our operations are submitted to our decision-making bodies, mainly to our Board of

Directors, which is responsible for ensuring compliance with the terms of our Policy of Operations

with Related Parties, as described in item 16.1 of this Reference Form, making it possible for all

transactions with related parties to be contractually formalized so as to enable the verification of their

commutative character. Accordingly, pursuant to our Bylaws, the member of the Board of Directors

must have an unblemished reputation, and it is not possible to be elected, unless waived by the

general meeting, the person who (i) occupies positions in companies that may be considered our

competitors; or (ii) has or represents an interest that conflicts with ours. The member of the Board of

Directors cannot exercise the right to vote if the factors of impediment addressed in this paragraph

are further defined. Furthermore, the member of the Board of Directors shall have no access to

information or attend to Board meetings, in connection with matters in which they have an interest,

or which represent a conflict of interest with ours.

We have adopted the governance practices provided for in the legislation, including those

established in the B3's Novo Mercado Regulation. The disputes and controversies that involve us,

or involve our shareholders, managers, and/or tax advisers, arising out of or related to our Bylaws,

the provisions of the Brazilian Corporations Act, and other applicable standards that cannot be settled

amicably within a non-extendable term of 30 days shall be settled by arbitration by the Market

Arbitration Chamber, in the city of São Paulo, State of São Paulo.

16.4 - Provide other information that issuer deems relevant. All information has already been disclosed in the previous items.

17.1 - Information on share capital

Date of authorization or approval

Value of capital (Reais) Capital Payment Date: Quantity of common shares

(Units) Quantity of Preferred Shares

(Units) Total number of shares

(Units)

Type of capital Subscribed capital

12/17/2019 3,195,789,984.08 Fully paid 508,729,411 0 508,729,411

Type of capital Paid-in capital

12/17/2019 3,195,789,984.08 Fully paid 508,729,411 0 508,729,411

Type of capital Subscribed Capital

09/30/2019 2,006,289,984.08 Fully paid 447,729,411 0 447,729,411

Type of capital Paid-in capital

09/30/2019 2,006,289,984.08 Fully paid 447,729,411 0 447,729,411

Type of capital Authorized Capital

09/30/2019 4,000,000,000.00 N/A 447,729,411 0 447,729,411

17.2 Increase in the share capital

Date of

Resoluti

on

Body

that

decide

d on

the

increa

se

Issuanc

e Date

Total value

of issuance

(Reais)

Increase

Type

Commo

n (Units)

Preferr

ed

(Units)

Total of

shares

(Units)

Previous

Subscription/Ca

pital

Issuan

ce

Price

Quotati

on

factor

05/11/20

17

EGM 05/11/20

17

98,635,166.40 Private

subscripti

on

17,393,8

16

0 17,393,8

16

32.95757511% 0.00 R$ per

Unit

Criterion for

determining the

issuance price

Amount established according to the appraisal report of the shares issued by Auto Ricci S.A., based on the

consolidated balance sheet of Auto Ricci S.A. on 02/28/2017, based on its carrying amount, for purposes of

determining the Company's capital increase deriving from the merger of shares issued by Auto Ricci S.A. by the

Company, pursuant to articles 8 and 252, paragraph 1 of the Corporations Act.

Payment Method Shares issued by Auto Ricci S.A.

03/09/20

18

EGM 03/09/20

18

579,602,665.1

4

Private

subscripti

on

34,394,6

89

0 34,394,6

89

145.66015135% 0.00 R$ per

Unit

Criterion for

determining the

issuance price

Amount established according to the appraisal report of the shares issued by Unidas S.A., based on the consolidated

balance sheet of Unidas S.A. on 09/30/2017, based on its economic value, for purposes of determining the

Company's capital increase deriving from the merger of shares issued by Unidas S.A. by the Company, pursuant to

articles 8 and 252, paragraph 1 of the Corporations Act.

Payment Method Shares issued by Unidas S.A.

12/13/20

18

Board

of

Directo

rs

12/13/20

18

992,000,000.0

0

Public

Subscripti

on

31,000,0

00

0 31,000,0

00

101.48160988% 32.00 R$ per

Unit

Criterion for

determining the

issuance price

Pursuant to article 170, paragraph 1, item III, of the Corporations Act, the price per share was calculated using the

following parameters: (i) indications of interest based on the quality and quantity of the demand (by volume and price)

for shares collected from professional investors through the procedure for collection of investment intentions made in

Brazil and abroad; and (ii) the quotation of the common shares issued by the Company at B3 S.A. Brasil, Bolsa,

Balcão and, therefore, there was no unjustified dilution of the Company's shareholders.

Payment Method The Company's subscribed securities were paid in cash, in local currency.

01/31/20

19

EGM 01/31/20

19

36,772,972.74 Private

subscripti

on

1,379,31

0

0 1,379,31

0

1.867106 26.66 R$ per

Unit

Criterion for

determining the

issuance price

Amount established according to the appraisal report of the shares issued by NTC Serviços S.A., based on the

consolidated balance sheet of NTC Serviços S.A. dated 12/30/2018, having as base its economic value for the

purposes of determining the Company's capital increase deriving from the merger of shares issued by NTC Serviços

S.A. by the Company, pursuant to articles 8 and 252, paragraph 1, of the Corporations Act.

Payment Method Shares issued by NTC Serviços S.A.

12/17/20

19

Board

of

Directo

rs

12/17/20

19

1,189,500,000

.00

Public

Subscripti

on

61,000,0

0

0

0 61,000,0

0

0

59.28853802 19.50 R$ per

Unit

Criterion for

determining the

issuance price

The Share Price of R $ 19.50 was set after the completion of the investment intent collection procedure with

professional investors, as defined in article 9-A of CVM Instruction 539 of November 13, 2013, as amended. ,

resident and domiciled or headquartered in Brazil (“Local Institutional Investors” and, in conjunction with Foreign

Investors, “Professional Investors”), conducted in Brazil, by the Offering Coordinators, pursuant to the Placement

Agreement, and abroad, together Foreign Investors, by the International Placement Agents, pursuant to the

International Placement Agreement, and approved by the Company's Board of Directors (“Bookbuilding Procedure”).

Payment Method The Company's subscribed securities were paid in cash, in local currency.

17.3 Information on splits, reverse split or bonus shares

Date of approval

Number of shares prior to approval (Units) Number of shares after approval (Units)

Quantity of common shares

Quantity of preferred shares

Total number of shares

Quantity of common

shares Quantity of

preferred shares Total number

of shares

Progress

10/17/2019 149,243,137 0 149,243,137 447,729,411 0 447,729,411

17.4 - Information on share capital reductions

Justification for not filling the chart:

There were no reductions in the Company's share capital in the last three fiscal years.


There is no other relevant information regarding our share capital that was not demonstrated throughout item 17 of this Reference Form.

18.1 - Rights of shares

Type of share or CDA Common

Tag along

100.000000

Right to dividends Minimum of 25% of net profit.

Right to vote Full

Convertibility No

Right to capital repayment Yes

Description of capital repayment

characteristics The common shares are entitled to capital repayment, in the event of our liquidation.

Restrictions on outstanding shares

No

Description of restriction -

Conditions for changing the

rights guaranteed by such

securities

Under the Corporations Act, neither the bylaws nor the general meeting may deprive the

shareholder of the rights to: (i) participate in corporate profits; (ii) participate in the company's

assets, in case of liquidation; (iii) supervise the management of the corporate affairs, in the

manner provided for in this Law; (iv) preference for the subscription of shares, beneficiary

parties convertible into shares, debentures convertible into shares and subscription bonus,

subject to the provisions of articles 171 and 172; and (v) withdraw from the company in the

cases provided for in said Law.

Redeemable No.

Possibility of redemption of

shares, indicating (i) the

hypothesis of redemption and (ii)

the calculation of the redemption

value.

Other relevant characteristics

There is no other relevant information on the rights related to our shares, which have not been disclosed throughout this Reference Form.

+

18.2. Describe, if any, statutory rules that limit the voting rights of significant shareholders

or require them to make a public offering

The direct or indirect disposal of our control power, whether in a single transaction or through successive transactions, shall be entered into under the precedent or subsequent condition that the buyer of the control power agrees to make a public offering to acquire the shares of the other

shareholders of the Company, with due regard for the same conditions and terms provided for in the legislation in force and in the Novo Mercado Regulation, in order to assure them the same

treatment as that afforded to the selling controlling shareholder.

In addition to this hypotheses, any individual or legal entity, investment fund, or investor of another nature that acquires or becomes the holder of a direct or indirect interest equal to or higher than twenty percent (20%) of our share capital shall, within a maximum period of sixty (60) days from

the date of acquisition or of the event that resulted in the holding of a direct or indirect interest equal to or greater than twenty percent (20%) of the total number of shares issued by us, register

or request registration, as the case may be, of a public offering for the acquisition of the shares issued by us, subject to the applicable CVM regulation, Novo Mercado Regulation, other applicable B3 regulations and the terms of our Bylaws.

Such public offering for the acquisition of shares shall comply with the following principles, in

addition to, where applicable, others expressly provided for in CVM Instruction no. 361: (i) be addressed without distinction to all our shareholders; (ii) be performed in an auction to be held at

B3; (iii) be launched at the price determined in accordance with the provisions of the paragraph below; and (iv) be paid in cash, in national currency, against the acquisition in the public offering for the acquisition of shares issued by us.

The acquisition price in the public offering for the acquisition of shares of each share of our

issuance shall be the greater of: (i) 130% of our fair value, determined in an appraisal report prepared pursuant to Article 47 of our Bylaws, divided by the total number of shares issued by us;

(ii) 130% of the issuance price of each of the shares in the last capital increase made through a public distribution occurred in the period of twenty-four (24) months prior to the public offer for the acquisition of shares, duly updated by IPCA until the time of payment; and (iii) 130% of the

weighted average unit share price of our shares during the ninety (90) days prior to the announcement of the public offering for the acquisition of shares.

The public offering for the acquisition of shares mentioned in Article 43 of our Bylaws may be

waived by means of a favorable vote of shareholders at a General Meeting specially convened for this purpose, observing the following rules: (i) the waiver of the public offering for the acquisition of shares shall be deemed approved with the simple majority vote of the attending

shareholders, whether on the first or second call; and (ii) the shares held by the acquirer for purposes of the quorum of resolution, pursuant to item (i) above, shall not be computed.

In the event that the acquirer does not comply with the obligations mentioned in Article 43 of our Bylaws, including with respect to meeting the maximum periods (i) for the realization or request

of the registration of the public offering for acquisition of shares or (ii) to meet any requests or requirements of CVM, our Board of Directors shall call an Extraordinary General Meeting, in which

the acquirer cannot vote, to resolve on the suspension of the exercise of the rights of the acquirer that did not comply with any obligation imposed by this article, pursuant to article 120 of the

Corporations Act, without prejudice to the responsibility of the acquiring shareholder for losses and damages caused to the other shareholders as a result of non-compliance with the obligations imposed by this article.

Any individual or legal entity, investment fund or investor of another nature that acquires or

becomes the holder of other rights, including (i) other rights of a corporate nature, such as usufruct or fideicommissum; on the shares issued by us, call options, subscription or exchange, in any

way, which may result in the acquisition of shares of our issuance or any other right that permanently or temporarily guarantees political or equity rights of shareholders over our shares, in a quantity equal to or greater than twenty percent (20%) of the total shares issued by us, or

which may result in the acquisition of our shares in a quantity equal to or greater than twenty

percent (20%) of the total of shares issued by us; or (ii) Derivatives that give rights to our shares representing twenty percent (20%) or more of the shares issued by us, shall be equally required,

within a maximum period of sixty (60) days from the date of such acquisition or of the event, to execute or request the registration, as the case may be, of a public offering for the acquisition of

shares, under the terms described in Article 43 of our Bylaws. The provisions of Article 43 of our Bylaws do not apply in case a person becomes a holder of our

shares in a quantity equal to or greater than twenty percent (20%) of the total shares issued by it as a result of (i) us absorbing another company; (ii) us absorbing shares of another company; (iii)

the cancellation of treasury shares; (iv) redemption of shares; (v) the subscription of our shares, carried out in a single primary issuance, which was approved by the General Meeting and whose proposal for capital increase has decided on the determination of the issuance price of shares

based on Economic Value obtained from an economic-financial appraisal report prepared by a specialized institution or company with proven experience in the appraisal of publicly held

companies, or through a bookbuilding procedure in the context of a public offering of shares; or (vi) succession by virtue of a corporate reorganization or legal provision - including succession by

inheritance - involving our shareholders and (a) their respective direct or indirect subsidiaries, or (b) their respective direct or indirect controlling shareholders. For the purposes of this paragraph, control means the ownership of at least fifty percent (50%) plus one share of the voting capital of

the subsidiary and the exercise of the rights referred to in Article 116 (a) and (b) of the Corporations Act.

Finally, our bylaws provide that, in the event of cancellation of a publicly held company registration

or exit from the Novo Mercado, whether it is to allow our shares to be registered for trading outside

Novo Mercado, whether due to the corporate reorganization from which the resulting company is

not admitted for trading at Novo Mercado, the controlling shareholder or us, as the case may be,

shall hold a public offering for the acquisition of shares of the other shareholders, in accordance

with the Novo Mercado Regulation, which shall have, as the minimum price to be offered, the

corresponding to the fair price ascertained in the appraisal report, under the terms of article 47 of

our Bylaws and current legislation.

18.3 Description of exceptions and precedent clauses relating to property or political

rights provided for in the Bylaws

Our Bylaws do not provide exceptions or precedent clauses relating to property or political rights.

18.4 Volume of trading and higher and lower prices of traded securities

Fiscal year

Quarter

12/31/2018

Securities

Type

Class

Market

Administrative entity

Financial volume traded (Reais)

Highest quotation value

(Reais)

Lowest quotation value

(Reais)

Quotation factor

Average quotation value (Reais)

03/31/2018 Shares Common Organized Over-

the-Counter

Market

B3 – Brasil, Bolsa, Balcão. 253,758,645 32.98 20.01 R$ per Unit 26.44


the-Counter

Market



the-Counter

Market



the-Counter

Market


Fiscal year

Quarter

12/31/2017

Securities

Type

Class

Market



Highest quotation value

(Reais)

Lowest quotation value

(Reais)

Quotation factor



the-Counter

Market

BM&FBOVESPA S.A. - Bolsa de Valores,

Mercadorias e Futuros

29,512,363 7.76 5.63 R$ per Unit 6.37


the-Counter

Market



the-Counter

Market



the-Counter

Market



Quarter

Securities

Type

Class

Market



Highest quotation value (Reais)

Lowest quotation value (Reais)

Quotation factor



the-Counter

Market



12,628,536 5.10 3.75 R$ per Unit 4.66


the-Counter

Market



10,799,090 4.04 2.79 R$ per Unit 3.38


the-Counter

Market



14,168,354 5.54 4.65 R$ per Unit 5.07


the-Counter

Market



29,729,143 6.00 5.30 R$ per Unit 5.59

18.5 - Other securities issued in Brazil

Securities Debentures

Identification of the security

12th issuance for public distribution of debentures

of our issuance

Issuance Date 06/23/2017

Maturity Date 06/23/2022

QUANTITY (UNITS)

15,000

Global par value (Reais)

150,000,000.00

Outstanding debt balance 154,338,679.00

Restriction on outstanding shares Yes

Description of restriction The debentures were the object of a public offering of distribution with restricted placement efforts, under the terms of CVM Instruction no. 476, and were intended exclusively for professional investors, under the terms of the applicable regulation. Pursuant to CVM Instruction no. 476, debentures may not be traded before 90 days after the issuance date and after that period may be traded only between qualified investors.

Convertibility No

Redemption possibility Yes

Hypothesis and calculation of the redemption value

See item 18.12 of this Reference Form.

Characteristics of debt securities


Conditions for changing the rights guaranteed by such securities


Other relevant characteristics See item 18.12 of this Reference Form.

Number of Individual Holders on 09/30/2019 0

Number of Legal Entity Holders on 09/30/2019 0

Number of Institutional Investors Holders on

09/30/2019

1




of our issuance



QUANTITY (UNITS)

25,000


250,000,000.00




Convertibility No












09/30/2019

19




of our issuance



QUANTITY (UNITS)

10,000


100,000,000.00




Convertibility No












09/30/2019

1

Securities Commercial Note


Promissory notes for the 2nd issuance in a single

series



QUANTITY (UNITS)

236

Global par value (Reais) 118,000,000.00



Description of restriction The promissory notes were the object of a public offering of distribution with restricted placement efforts, under the terms of CVM Instruction no. 476, and were intended exclusively for professional investors, under the terms of the applicable regulation. Pursuant to CVM Instruction no. 476, promissory notes may not be traded before 90 days after the issuance date and after that period may be traded only between qualified investors.

Convertibility No












09/30/2019

21




of our issuance



QUANTITY (UNITS)

50,000


500,000,000.00




Convertibility No












09/30/2019

06




of our issuance



QUANTITY (UNITS)

350,000,000


350,000,000.00



Description of restriction The debentures were the object of a public offering of distribution with restricted placement efforts, under the terms of CVM Instruction no. 476, and were intended exclusively for professional investors, under the terms of the

applicable regulation. Pursuant to CVM Instruction no. 476, debentures may not be traded before 90 days after the issuance date and after that period may be traded only between qualified investors.

Convertibility No












09/30/2019

1




of our issuance



QUANTITY (UNITS)

400,000


400,000,000.00




Convertibility No












09/30/2019

2



18th issuance for public distribution of debentures of

our issuance



QUANTITY (UNITS)

200,000


200,000,000.00




Convertibility No












09/30/2019

1

18.6. Indicate the Brazilian markets in which the issuer's securities are admitted to trading.

1) Our debt securities are traded as follows:

Debentures of the 12th issuance

The debentures of our 12th issuance were registered for (a) distribution in the primary market

through the MDA - Asset Distribution Module, managed and operationalized by B3; and (b)

negotiation in the secondary market through Module CETIP21 - Bonds and Securities, managed

and operationalized by B3. For further information on debentures of 12th issuance, please see

items 18.5 and 18.12 of this Reference Form.

Debentures of 13th issuance



negotiation in the secondary market through Module CETIP21 - Securities, managed and

operationalized by B3. For further information on debentures of 13th issuance, please see items

18.5 and 18.12 of this Reference Form.







Promissory notes for the 2nd issuance

The promissory notes of our 2nd issuance were deposited for distribution in the primary market

through the MDA - Asset Distribution Module, managed and operated by B3. Concomitantly to

liquidation, promissory notes were deposited on behalf of the Holder in the Electronic Custody

System of B3. For further information on promissory notes of 2nd issuance, please see items 18.5

and 18.12 of this Reference Form.










negotiation in the secondary market through Module CETIP21 - Bonds and Securities, managed

and operationalized by B3. For further information on debentures of 16th issuance, please see

items 18.5 and 18.12 of this Reference Form.


The debentures shall be deposited for (a) distribution in the primary market through the MDA -

Asset Distribution Module, managed and operationalized by B3; and (b) negotiation in the

secondary market through CETIP21 - Securities, managed and operationalized by B3. For further

information on debentures of 17th issuance, please see items 18.5 and 18.12 of this Reference

Form.


The debentures shall be deposited for (a) distribution in the primary market through the MDA -

Asset Distribution Module, managed and operationalized by B3; and (b) negotiation in the

secondary market through CETIP21 - Securities, managed and operationalized by B3. For further

information on debentures of 18th issuance, please see items 18.5 and 18.12 of this Reference

Form.

2) Shares:

Our shares were accepted for trading in the segment Novo Mercado, at B3, on April 23,

2012.

18.7. In respect of each class and type of security admitted to trading on foreign markets,

please inform:

The Company sponsors the American Depositary Receipts Level 1 Program ("ADR Program"),

which was approved by the Company's Board of Directors at a meeting held on December 11,

2018, without resulting in an increase of the Company's share capital and/or issuance of new

shares issued by the Company, in order to broaden the Company's shareholders base, facilitating

access to shares issued by foreign investors.

The purpose of the ADR Program, which was approved by CVM on December 7, 2018, through

Official Letter No. 689/2018/CVM/SER/GER-2, is American Depositary Receipts ("ADRs"), each

ADR being representative of 1 American Depositary Share ("ADS") which, in turn, is

representative of one common share issued by the Company.

ADRs have been declared effective by the US stock market regulator, that is, Securities and

Exchange Commission ("SEC"), and are traded on the over-the-counter (OTC) market of New

York in the United States

The Company presents the following data with respect to its ADR Program:

(a) Country

United States

(b) Market

Secondary.

(c) Market manager entity in which the securities are admitted for trading

Over-the-counter (OTC) market in New York, United States

(d) Date of admission to trading

December 12, 2018.

(e) If applicable, indicate the trading segment

American Depositary Receipts Program - ADR Level 1.

(f) Listing start date in the trading segment

December 12, 2018.

(g) Percentage of trading volume abroad in relation to the total trading volume of each

class and type in the last fiscal year

Not applicable, considering that the ADR Program was only available on December 12, 2018,

and, therefore, in the year ended December 31, 2018, the ADRs were not yet traded.

(h) If any, a proportion of certificates of deposit abroad in respect of each class and

type of shares

Each ADR is representative of 1 ADS that, in turn, is representative of 1 common share of the

Company.

(i) If any, depositary bank

JP Morgan Chase Bank.

(j) If any, custodian institution

Banco Bradesco S.A.

18.8 - Information on relevant bonds issued abroad

Not applicable, considering that we do not have any security issued abroad.

18.9. Describe the public offerings of distribution made by the issuer or by third parties,

including affiliates and subsidiaries, related to the issuer's securities

On August 1, 2016, the Board of Directors approved our 11th issuance of simple debentures, non-

convertible into shares, single series, unsecured type, with actual additional security of R$190

million. The Debentures of our 11th issuance have already been paid off, and there is no

outstanding debt balance.

On June 21, 2017, the Board of Directors approved our 12th issuance of simple debentures, non-

convertible into shares, single series, of the Security Interest type, in the amount of R$150 million.

The maturity of the 12th issuance debentures is 5 years, thus maturing in June 2022.

On July 21, 2017, the Board of Directors approved our 13th issuance of simple non-convertible

debentures in two series, unsecured type, for public distribution with restricted distribution efforts,

in the amount of R$250 million. The maturity of the 2nd Series debentures shall take place at the

end of the 5-year term from the issuance date, thus maturing in August 2022.

On November 13, 2017, the Board of Directors approved our 14th issuance of simple debentures,

non-convertible into shares, single series, security interest type, in the amount of R$100 million.

The maturity of the 14th issuance debentures is 5 years, thus maturing in November 2022.

On December 11, 2017, the Board of Directors approved our 2nd issuance of promissory notes,

for public distribution with restricted distribution efforts, in the amount of R$ 118 million. The

maturity is 4 years, thus maturing in December 2021.

On January 15, 2018, the Board of Directors approved our 15th issuance of simple, non-

convertible debentures, in up to 2 series, of the unsecured type, in the amount of R$ 500 million.

The maturity of the 15th issuance debentures is 5 years, thus maturing in February 2023.

On March 26, 2018, the Board of Directors approved and, on April 24, 2018, restated the terms

of our 16th issuance of simple non-convertible debentures in a single series, of the senior security

type, in the amount of R$350 million, issued on April 27, 2018, and maturing in 6 years, that is,

on April 27, 2024.

On September 27, 2018, the Board of Directors approved our 17th issuance of simple debentures,

non-convertible into shares, single series, of the unsecured type, in the amount of R$400 million.

The maturity of the 17th issuance debentures is 5 years, thus maturing in September 27, 2023.

On November 27, 2018, the Board of Directors approved the holding of a primary and secondary

public offering with restricted efforts to initially place thirty-eight million (38,000,000) common,

registered, book-entry, non-value shares, issued by the Company, all free and cleared of any

burden or encumbrances ("Shares"), comprising the distribution: (i) primary of thirty-one million

(31,000,000) new shares issued by the Company ("Primary Offering"); and (ii) secondary to

initially seven million (7,000,000) Shares issued by the Company and owned by certain

shareholders of the Company.

On September 13, 2019, the Board of Directors approved our 18th issuance of simple debentures,

non-convertible into shares, single series, of the unsecured type, in the amount of R$200 million.

The maturity of the 18th issuance debentures is 5 years, thus maturing in September 20, 2024.

On December 5, 2019, the Board of Directors approved the holding of a public offering of primary

and secondary distribution with restricted efforts to initially place 93,808,782 (ninety-three million,

eight hundred and eight thousand and eight hundred and eighty-two) of common, registered,

book-entry shares with no par value issued by the Company, all free and cleared of any

encumbrances or encumbrances (“Shares”), comprising: (i) primary distribution of 61,000,000

(thirty one million ) of new Shares issued by the Company (“Primary Offering”); and (ii) secondary

to, initially, 32,808,782 (thirty-two million, eight hundred and eight thousand and seven hundred

and eighty-two) shares issued by the Company and held by Principal-Gestão de Activos and

Administrative and Financial Consulting S.A

For further information on these issued securities listed above, see items 18.5 and 18.10 of this

Reference Form.

18.10. Allocation of funds from public distribution offerings and possible deviations

• Debentures of the 12th Issuance

The net funds obtained by the Company with the offering of the debentures of its 12th issuance

were used to meet the ordinary management businesses of the Company, in particular the

refinancing of debts and cash reinforcement of the Company, as provided for in the respective

indenture.

There were no relevant deviations between the actual application of the funds and the

application proposals disclosed by the Company.


The net funds obtained by the Company with the offering of the debentures of its 13th issuance

shall be used in the normal course of its business, for general corporate uses and cash

reinforcement.




The net funds obtained by the Company with the offering of debentures of its 14th issuance

were used to meet the ordinary management business of the Company, to reinforce cash, as

set forth in the Indenture.



• 2nd issuance of promissory notes

The net funds obtained by the Company with the offering of promissory notes of its 2nd

issuance were used in the normal course of its business to reinforce the Company's cash.




The net funds obtained by the Company with the offering of debentures of its 15th issuance

shall be used to pay the amount related to the acquisition, by the Company, of the shares of

Unidas S.A., pursuant to the investment agreement signed December 27, 2017, by the

Company, its controlling shareholders, Unidas, and certain Unidas shareholders, which

governs the terms and conditions for the business combination between Unidas and the

Company, pursuant to the material fact disclosed by the Company on December 27, 2017

("Unidas Transaction"), provided that the resources that exceeded the amount of the payment

of the Unidas Transaction shall be used in the normal course of business of Company to

reinforce its cash.




The net proceeds obtained by the Company with the offering of the debentures of its 16th

issuance shall be used for (i) payment of the acceleration of any financial obligations due by

the Company as principal and/or conventional interest under the terms of (a) the debentures

of the 7th issuance of the Company and (b) the debentures of the 9th issuance by the

Company, in both cases in accordance with the terms provided for in the respective

indentures, as amended; and (ii) cash reinforcement of the Company, in the hypothesis that

the net funds obtained by the company with the offering are greater than the amounts actually

allocated pursuant to item "(i)".




The proceeds obtained by Company with the offering of the debentures of its 17th issuance

shall be used in the normal course of the Company's business and Company’s cash

reinforcements.



Primary and secondary Public Offering with restricted efforts of allocation of shares

The net proceeds from the primary and Secondary Public Offering with restricted efforts of

allocation of issuance shares of the Company were allocated to the growth of the operations

of the Company and/or its subsidiaries, as applicable, through the acquisition of new vehicles

to increase the fleet in the car rental segment (RAC), in order to adapt to increases in demand

for this segment, generating revenue growth and gains in scale; the acquisition of vehicles

related to the new contracts sold for fleet outsourcing (TF); and improving the technologies

used in vehicle rental operations, and improving the quality of services provided to our

customers, through the improvement of employees training and the optimization of internal

processes, with the objective of generating operational efficiency gains and reducing costs;

as well as to reinforce the Company's cash position.




The proceeds obtained by Company with the offering of the debentures of its 18th issuance

shall be used in the normal course of the Company's business and to the Issuer's cash

reinforcements.



18.11. Describe the public offerings for acquisition made by the issuer relating to the

shares issued by a third party.

We did not make any public offering for the acquisition of shares issued by third parties.


Further information with regard to those indicated in item 18.5 of this Reference Form

In addition to the information indicated in item 18.5 of this Reference Form, please find below the

descriptions of relevant characteristics of our debentures issuances. Terms initialed in uppercase

letters not defined in the table of each of the issuances shall have the meanings attributed to them

in the respective indenture/instrument:

12th COMPANY DEBENTURES ISSUANCE

Securities Debentures.

Identification of the security 12th issuance for public distribution of debentures in a single series

of our issuance.

Redemption possibility Yes.

Hypothesis and calculation of the

redemption value

If, on the due date of any of the Company's pecuniary obligations,

there is no disclosure of the DI Rate by B3, the amount of the last

DI Rate disclosed shall be used in the determination of TDIk, and

no compensation shall be payable between the Company and the

Debenture Holders upon the subsequent disclosure of the DI Rate

that would be applicable. If the non-disclosure of the DI Rate

exceeds the period of ten (10) consecutive days, the provisions of

the Clauses below as to the definition of the new compensation

parameter of the Debentures shall be applied. In the case of

extinction, limitation, and/or non-disclosure of DI Rate by more

than ten (10) consecutive days after the date expected for the

calculation and/or disclosure or in the case of impossibility of

application of the DI Rate to Debentures due to legal or judicial

prohibition, the Fiduciary Agent shall, within five (5) days counted

from (i) the first day on which the DI Rate has not been disclosed

by a period longer than ten (10) consecutive days; or (ii) on the

first day on which the DI Rate cannot be used by legal or judicial

prohibition, to convene a General Meeting of Debenture Holders

(as defined below) (in the manner and with the deadlines set forth

in Article 124 of Corporations Act) ("DI Rate General Meeting") to

resolve, in common agreement with the Company and in

compliance with BACEN/CVM Joint Decision No. 13/03 and/or the

applicable regulations, on the new compensation parameter to be

applied to Debentures. Until the resolution of this new

compensation parameter, the last DI Rate disclosed shall be used

to calculate the DI Factor when calculating any of the obligations

provided for in this Indenture, and no compensation is due

between the Company and the Debenture Holders at the time of

the resolution of the new compensation parameter for the

Debentures.

Characteristics of securities Fifteen thousand debentures were issued in a single series, all

registered, book-entry debentures, without issuance of provisory

certificate or certificates, simple, non-convertible into shares, of

the security interest type, with unit par value of R$10,000.00 on

the issuance date, being understood that there shall be

adjustment for inflation of the unit par value.

To ensure the integral and timely fulfillment of all the obligations

assumed or to be assumed by the Company regarding the

Debentures and other obligations under the terms of this

Indenture, the Company, as the assignor, and the Fiduciary Agent,

as representative of the Debenture Holders, shall execute the

"Agreement for the Fiduciary Assignment of Credit Rights as

Collateral Linked to the Twelfth Issuance of Debentures of the

Companhia de Locação das Américas" ("Agreement for the

Fiduciary Assignment of Credit Rights"), by means of which the

Company, in an irrevocable and irreversible manner, shall

fiduciarily assign and undertake to fiduciarily assign as collateral

to the Debenture Holders, pursuant to article 1,361 et seq of the

Civil Code and article 66-B of Law 4,728/65, the credit rights

(“Credit Rights Fiduciarily Assigned"), present and future, arising

from rental agreements entered into with customers of the

Company, free and clear of any burden, encumbrances, charges

or judicial or extrajudicial pending issues of any nature, including

tax, under the terms of the Agreement for the Fiduciary

Assignment of Credit Rights ("Credit Rights-Customers”), in

addition to all rights deriving from the ownership of the Linked

Account (as defined in the Agreement for the Fiduciary

Assignment of Credit Rights) owned by the Company, held with

Banco Bradesco S.A. ("Custodian Bank"), including (i) the deposit

of twenty percent (20%) of the net funds effectively received by

the Assignor arising from the payment of Debentures, free and

clear of any burden, charges or judicial or extrajudicial pending

issues, of any nature, including tax (“Funds of Payment of Capital

Temporarily Assigned"), until the due establishment of the

fiduciary assignment of Credit Rights-Customers as collateral for

Debentures; (ii) the deposit of the totality of the financial

settlement of the Credit Rights-Customer installments, pursuant to

the Agreement for the Fiduciary Assignment of Credit Rights

(“Realized Credit Rights-Customers"); and (iii) the deposit of

settlements of existing financial investments or made from time to

time with funds deposited in the Linked Account, including the

income derived therefrom ("Applications"), linked to the issuance

of the Debentures ("Fiduciary Assignment").

The Unit Par Value of the Debentures, on the Issuance Date, shall

be amortized in three (3) annual installments, being (i) the first due

on June 23, 2020, corresponding to thirty-three point three

thousand, three hundred and thirty-three tenths of a thousandth

per cent (33.3333%) of the Unit Par Value of the Debentures on

the Issuance Date; (ii) the second due on June 23, 2021,

corresponding to thirty-three point three thousand, three hundred

and thirty-three tenths of a thousandth per cent (33.3333%) of the

Unit Par Value of the Debentures on the Issuance Date; and (iii)

the third due on the Maturity Date, corresponding to thirty-three

point three thousand, three hundred and thirty-four tenths of a

thousandth per cent (33.3334%) of the Unit Par Value of the

Debentures on the Issuance Date (each a "Scheduled

Amortization").

The indenture of the Twelfth Issuance provides, pursuant to

clause 6.25, some hypotheses of early maturity in the occurrence

of any of the following events: (i) default by the Company in

connection with the payment of the amortization of the Unit Par

Value, Compensation and/or any other pecuniary obligation

related to the Debentures, provided that it is not remedied within

a maximum period of one (1) business day from the date of the

respective default; (ii) early maturity of any debt of the Company

and/or any direct or indirect subsidiary, by the Company, as

applicable, which the individual or aggregate amount is greater

than ten million reais (R$ 10,000,000.00), to be annually adjusted

for inflation by the IPCA variation; (iii) protest of negotiable

instruments for which the Company and/or any direct or indirect

subsidiary of the Company, as applicable, is responsible, even if

in the condition of guarantor, and which individual or aggregate

amount is higher than ten million reais (R$ 10,000,000.00), to be

annually adjusted for inflation by the IPCA variation, unless, within

three (3) business days of said protest, it is validly established by

the Company that (a) the protest was canceled or stopped; or (b)

a defense was filed and the due guarantees were deposited in

court; (iv) dissolution, liquidation or extinction of the Company,

submittal of proposal court-supervised or out-of-court

reorganization by the Company and/or by any direct or indirect

subsidiary, by the Company, grant of court-supervised

reorganization or preparation of an out-of-court reorganization

plan, bankruptcy petition filed by third parties not rebutted within

the legal term, filing for bankruptcy and/or insolvency of the

Company, and/or any direct or indirect subsidiary of the Company;

(v) any changes in the Company's direct and/or indirect controlling

interest; (vi) statement and/or payment by the Company of

dividends (excluding the minimum mandatory dividend), interest

on shareholders' equity, redemption of shares or any other

payment to shareholders; (vii) sale, expropriation, confiscation or

any other form of disposition, by the Company and/or by any direct

or indirect subsidiary of the Company, of permanent assets which

individual or aggregate amount exceeds ten million reais (R$

10,000,000.00), except for sales or fiduciary sales of vehicles, and

fiduciary assignments of rights, carried out in the ordinary course

of business, as per market conditions and in accordance with past

Company practices; (viii) change or modification of the Company's

corporate purpose, so that the Company ceases to act as a car

rental company; (ix) transformation of the Company into a limited

liability company, pursuant to article 220 to 222 of the

Corporations Act; (x) reduction of the Company's share capital (in

its monetary expression) and/or repurchase by the Company of its

own shares for subsequent cancellation, unless the transaction

has been previously approved by Debenture Holders representing

at least ninety percent (90%) of the Outstanding Debentures, at

the General Meeting of Debenture Holders convened for this

purpose.



securities

The debenture holders may, at any time, hold a meeting in

accordance with the provisions of article 71 of the Corporations

Act in order to resolve on matters of interest to the debenture

holders' community.

Each Outstanding Debenture shall grant to its holder the right to a

vote in the General Meetings of Debenture Holders, whose

resolutions, with due regard for the exceptions provided for in this

Indenture, shall be made by Debenture Holders representing at

least more than ninety percent (90%) of the Outstanding

Debentures, being allowed the appointment of attorneys-at-law,

whether Debenture Holders or not.

For the purposes of setting a quorum of this Indenture, the

Outstanding Debentures shall be considered as those Debentures

issued by the Company, which have not yet been canceled,

redeemed, and/or settled, excluded from the number of such

Debentures that the Company holds in treasury or that are owned

by the Company's controlling shareholder or any of its

subsidiaries, affiliates, or persons controlled by any of its

controlling shareholders, as well as their respective officers or

directors and their respective relatives up to third degree

("Outstanding Debentures").

Other relevant characteristics As of the Date of Payment of Capital, the Debentures shall be

entitled to compensation corresponding to one hundred percent

(100%) of the accumulated variation of the average daily rates of

Interbank Deposits - DI for one day, "group extra over", expressed

as a percentage per year, based on two hundred and fifty-two

(252) business days ("DI Rate"), calculated and disclosed by B3,

in the Daily Bulletin, available on its website at internet

(http://www.B3.com), exponentially increased by a surcharge or

spread of two point twenty hundredths percent (2.20%) per year,

based on one year of two hundred and fifty-two (252) business

days, calculated exponentially and cumulatively, pro rata

temporis, for business days elapsed from the Issuance Date or the

date of payment of the Conventional Interest immediately

preceding, as the case may be, and paid at the end of each

Capitalization Period, in accordance with the definitions set out in

the Indenture.


Identification of the security 13th issuance for public distribution of debentures in a single

series of our issuance.


Hypothesis and calculation of

the redemption value

In the event of extinction, limitation, and/or non-disclosure of

the DI Rate for more than ten (10) consecutive days after the

date expected for its calculation and/or disclosure or in case of

impossibility of application of the DI Rate to the Debentures by

legal or judicial prohibition, the Fiduciary Agent shall, within a

maximum period of five (5) days from (i) the first day on which

the DI Rate has not been disclosed for a period of more than

ten (10) consecutive days or (ii) the first that the DI Rate cannot

be used for extinction, limitation, or legal or judicial prohibition,

convene a General Meeting of Debenture Holders (in the

manner and within the deadlines set forth in article 124 of the

Corporations Act) ("DI Rate General Meeting") to resolve, in

common agreement with the Company and in compliance with

BACEN/CVM Joint Decision No. 13/03 and/or applicable

regulation, on the new compensation parameter to be applied

to the Debentures. Until the resolution on this new

compensation parameter, the last DI Rate disclosed shall be

used to calculate the DI Factor when calculating any of the

obligations provided for in this Indenture, and no compensation

is due between the Company and the Debenture Holders at the

time of the resolution on the new compensation parameter for

the Debentures.

Characteristics of securities Twenty-five thousand (25,000) Debentures were issued, fully

allocated in the 2nd Series, noting that no Debentures shall be

issued in the 1st Series, all registered, book-entry debentures,

without issuance of provisory certificate or certificates, simple,

non-convertible into shares, of the unsecured type, with Unit

Par Value of R$10,000.00 on the issuance date, being certain

that there shall be no adjustment for inflation of the unit par

value.

The Debentures shall not have any collateral.

The Unit Par Value of the 2nd Series Debentures shall be

amortized in two (2) equal and successive annual installments, the

first installment corresponding to fifty percent (50%) of the balance

of the Unit Par Value of the 2nd Series Debentures, due on end of

the forty-eighth (48th) month as of the Issuance Date, that is,

August 28, 2021 and the second installment, corresponding to

100% (one hundred percent) of the balance of the Unit Par Value

of the 2nd Series Debentures due on the Maturity Date of the 2nd

Series.

The indenture of the Thirteenth Issuance provides, pursuant to

clause 6.23, some hypotheses of early maturity in the occurrence

of any of the following events: (i) default by the Company in


Value, Compensation and/or any other pecuniary obligation related

to the Debentures, provided that it is not remedied within a

maximum period of one (1) business day from the date of the





for inflation by the IPCA variation; (iii) protest of negotiable

instruments for which the Company and/or any direct or indirect

subsidiary of the Company, as applicable, is responsible, even if in

the condition of guarantor, and which individual or aggregate

amount is higher than ten million reais (R$ 10,000,000.00), to be

annually adjusted for inflation by the IPCA variation, unless, within

three (3) business days of said protest, it is validly established by

the Company that (a) the protest was canceled or stopped; or (b) a

defense was filed and the due guarantees were deposited in court;

(iv) dissolution, liquidation or extinction of the Company, submittal

of proposal for court-supervised or out-of-court reorganization by

the Company and/or by any direct or indirect subsidiary, by the

Company, file for court-supervised reorganization or preparation of

an out-of-court reorganization plan, regardless of grant of such

request, bankruptcy petition filed by third parties not rebutted within

the legal term, filing for bankruptcy and/or insolvency of the

Company, and/or any direct or indirect subsidiary of the Company;

(v) any changes in the Company's direct and/or indirect controlling

interest; (vi) statement and/or payment by the Company of

dividends (excluding the minimum mandatory dividend), interest on

shareholders' equity, redemption of shares or any other payment to

shareholders; (vii) sale, expropriation, confiscation or any other

form of disposition, by the Company and/or by any direct or indirect

subsidiary of the Company, of permanent assets which individual

or aggregate amount exceeds ten million reais (R$ 10,000,000.00),

except for sales or fiduciary sales of vehicles, and fiduciary

assignments of rights, carried out in the ordinary course of

business, as per market conditions and in accordance with past

Company practices; (viii) change in the Company's corporate

purpose, in order to change or exclude any of the Company's

current activities, or cause it to cease to act as a car rental

company; (ix) transformation of the Company into a limited liability

company, pursuant to article 220 to 222 of the Corporations Act; (x)

reduction of the Company's share capital (in its monetary

expression) and/or repurchase by the Company of its own shares

for subsequent cancellation, unless the transaction has been

previously approved by Debenture Holders representing at least

seventy percent (70%) of the Outstanding Debentures, at the

General Meeting of Debenture Holders convened for this purpose.



securities

The Company may, at any time, request modification of any of

its strictly operational obligations set forth in this Indenture

(such as reporting, sending supporting documentation, etc.),

being the Fiduciary Agent required to amend this present

Indenture, in the terms proposed by the Company, provided

that upon prior approval of such modifications by Debenture

Holders representing at least seventy-five percent (75%) of the

Outstanding Debentures.




holders' community.

Each Outstanding Debenture shall grant to its holder the right

to a vote in the General Meetings of Debenture Holders, whose

resolutions, with due regard to the exceptions provided for in

this Indenture, shall be made by Debenture Holders

representing at least more than fifty percent (50%) of the

Outstanding Debentures, the appointment of attorneys-at-law,

whether Debenture Holders or not, being permitted. Changes

in debenture terms of effectiveness, compensation, quorum for

debenture holders' general meetings resolution, and early

maturity events must be approved by the debenture holders

representing at least 90% of the outstanding debentures.

Other relevant characteristics As of the first Date of Payment of Capital, the Debentures of

the 2nd Series shall be entitled to conventional interest

corresponding to one hundred percent (100%) of the

accumulated variation of the DI Rate, calculated and disclosed

by B3, in the Daily Bulletin, available at its website at internet

(http://www.B3.com.br), exponentially increased by a

surcharge, expressed as a percentage per year, based on two

hundred and fifty-two (252) business days, of one point forty

percent per year (1.40% p.a.), based on two hundred and fifty-

two (252) business days, calculated exponentially and

cumulatively pro rata temporis, for business days elapsed,

since the first Date of Payment of Capital or the Date of

Payment of the Debentures Compensation of the 2nd Series (as

set out below) immediately preceding, as the case may be, and

paid at the end of each Capitalization Period ("Compensation").


Identification of the security 14th issuance for public distribution of debentures in a single series of

our issuance.


Hypothesis and calculation of

the redemption value

If, on the due date of any of the Company's pecuniary obligations,

there is no disclosure of the DI Rate by B3, the amount of the last DI

Rate disclosed shall be used in the determination of TDIk, and no

compensation shall be payable between the Company and the

Debenture Holders upon the subsequent disclosure of the DI Rate

that would be applicable. If the non-disclosure of the DI Rate exceeds

the period of ten (10) consecutive days, the provisions of the Clauses

below as to the definition of the new compensation parameter of the

Debentures shall be applied. In the case of extinction, limitation and/or

non-disclosure of DI Rate by more than ten (10) consecutive days

after the date expected for the calculation and/or disclosure or in the

case of impossibility of application of the DI Rate to the Debentures

due to legal or judicial prohibition, the Fiduciary Agent shall, within five

(5) days counted from (i) the first day on which the DI Rate has not

been disclosed by a period longer than ten (10) consecutive days; or

(ii) on the first day on which the DI Rate cannot be used by legal or

judicial prohibition, convene a General Meeting of Debenture Holders

(as defined below) (in the manner and within the deadlines set forth

in Article 124 of Corporations Act) ("DI Rate General Meeting") to

resolve, in common agreement with the Company and in compliance

with BACEN/CVM Joint Decision No. 13/03 and/or the applicable

regulations, on the new compensation parameter to be applied to

Debentures. Until the resolution on this new compensation parameter,

the last DI Rate disclosed shall be used to calculate the DI Factor

when calculating any of the obligations provided for in this Indenture,

and no compensation is due between the Company and the

Debenture Holders at the time of the resolution on the new

compensation parameter for the Debentures.

Characteristics of securities Ten thousand debentures were issued in a single series, all

registered, book-entry debentures, without issuance of provisory

certificate or certificates, simple, non-convertible into shares, of the

security interest type with unit par value of R$10,000.00 on the

issuance date, being understood that there shall be no adjustment for

inflation of the unit par value.

To ensure the full and timely fulfillment of all the obligations assumed

or to be assumed by the Company regarding the Debentures and

other obligations under the terms of this Indenture, the Company, as

the assignor, and the Fiduciary Agent, as representative of the

Debenture Holders, shall execute the "Private Agreement for the

Fiduciary Assignment of Credit Rights as Collateral Linked to the

Fourteenth Issuance of Debentures of Companhia de Locação das

Américas" ("Agreement for the Fiduciary Assignment of Credit

Rights"), by means of which the Company, in an irrevocable and

irreversible manner, shall fiduciarily assign and undertake to fiduciarily

assign as collateral to the Debenture Holders, pursuant to article

1.361 et seq of the Civil Code and article 66-B of Law 4.728/65, the

present and future credit rights ("Credit Rights Fiduciarily Assigned")

of the Company, arising from rental agreements entered into with

customers of the Company, free and clear of any burden,

encumbrances, charges, or court or out-of-court pending issues of

any nature, including the tax ones, under the terms of the Credit

Rights Fiduciary Assignment Agreement ("Credit Rights-Customers"),

in addition to all rights deriving from the ownership of the Linked

Account (as defined in the Credit Rights Assignment Agreement)

owned by the Company, held with Banco Bradesco S.A. ("Custodian

Bank"), including (i) the deposit of twenty percent (20%) of the net

funds effectively received by the Company arising from the payment

of Debentures, free and clear of any burden, charges, or court of out-

of-court pending issues of any nature, including the tax ones ("Funds

of Payment of Capital Temporarily Assigned"), until the due

establishment of the fiduciary assignment of Credit Rights-Customers

as collateral for Debentures; (ii) the deposit of the totality of the

financial settlement of the Credit Rights-Customer installments,

pursuant to the Agreement for the Fiduciary Assignment of Credit

Rights (“Realized Credit Rights-Customers"); and (iii) the deposit of

settlements of existing financial investments or made from time to time

with funds deposited in the Linked Account, including the income

derived therefrom ("Applications"), linked to the issuance of the

Debentures ("Fiduciary Assignment").

The Unit Par Value of the Debentures, on the Issuance Date, shall be

amortized in eight (8) equal, semiannual, and consecutive

installments, the first due after eighteen (18) months counting from

the Issuance Date (each one a "Scheduled Amortization"), as shown

below:

Payment Date Percentage of Amortization of

Unit Par Value

1. May 17, 2019 12.50%

2. November 17, 2019 12.50%

3. May 17, 2020 12.50%

4. November 17, 2020 12.50%

5. May 17, 2021 12.50%

6. November 17, 2021 12.50%

7. May 17, 2022 12.50%

8. Maturity Date 12.50%

The indenture of the Fourteenth Issuance provides, pursuant to

clause 6.25, for some hypotheses of early maturity: (i) default, by the

Company, in connection with the payment of the amortization of the

Unit Par Value, Compensation, and/or any other pecuniary obligation

related to the Debentures, provided that it is not remedied within a

maximum period of one (1) business day from the date of the



applicable, which the individual or aggregate amount is greater than

ten million reais (R$ 10,000,000.00), to be annually adjusted for

inflation by the IPCA variation; (iii) protest of bonds for which the

Company and/or any direct or indirect subsidiary of the Company as

applicable, is responsible, even if in the condition of guarantor, and

which individual or aggregate amount is higher than ten million reais

(R$ 10,000,000.00), an amount to be adjusted for inflation annually

by the IPCA variation as of the Issuance Date, unless, within five (5)

business days counted from the notice to comply with a decision or

court decision or administrative decision that is final and

unappealable, or the decision or appellate decision, which effects are

not suspended and/or whose judgment has not been guaranteed by

the Company; (iv) dissolution or extinction of the Company, approval

of court-supervised reorganization or preparation of an out-of-court

reorganization plan, bankruptcy petition filed by third parties not

rebutted within the legal term, bankruptcy and/or insolvency of the

Company, and/or any direct or indirect subsidiary of the Company; (v)

spin-off, merger, takeover, or merger of shares of the Company and/or

any direct or indirect subsidiary of the Company, which results in the

change of control of the Company and/or its subsidiaries, except (a)

in case of the merger, by the Company, of its subsidiaries Locarvel

and/or Agile, without resulting in the change of control of the

Company; (b) if such corporate change is previously approved by

Debenture Holders representing at least seventy-five percent (75%)

of the Outstanding Debentures at a General Meeting of Debenture

Holders called for such purpose; or (c) if the right of redemption is

guaranteed to Debenture Holders who do not agree to such spin-off,

merger or takeover, pursuant to article 231, paragraph 1, of the

Corporations Act; (vi) any changes in the Company's direct and/or

indirect controlling interest; (vii) statement and/or payment by the

Issuer of dividends (excluding the minimum mandatory dividend),

interest on shareholders' equity, redemption of shares or any other

payment to shareholders (payments to shareholders); (viii) sale,

expropriation, confiscation or any other form of disposition, by the

Company and/or by any direct or indirect subsidiary of the Company,

of permanent assets which individual or aggregate amount exceeds

ten million reais (R$ 10,000,000.00), except for sales or fiduciary

sales of vehicles, and fiduciary assignments of rights, carried out in

the ordinary course of business, as per market conditions and in

accordance with past Company practices; (ix) change or modification

of the Issuer's corporate purpose, so that the Issuer ceases to act as

a car rental company; (x) transformation of the Issuer into a limited

liability company, pursuant to article 220 to 222 of the Corporations

Act; (xi) reduction of the Issuer's share capital (in its monetary

expression) and/or repurchase, by the Issuer, of its own shares for

subsequent cancellation, unless the transaction has been previously

approved by Debenture Holders representing at least seventy-five

percent (75%) of the Outstanding Debentures at the General Meeting

of Debenture Holders convened for this purpose.



securities


accordance with the provisions of article 71 of the Corporations Act in

order to resolve on matters of interest to the debenture holders'

community.

Each Outstanding Debenture shall grant to its holder the right to a

vote in the General Meetings of Debenture Holders, whose

resolutions, with due regard to the exceptions provided for in this

Indenture, shall be made by Debenture Holders representing at least

more than ninety percent (90%) of the Outstanding Debentures,

being allowed the establishment of attorneys-at-law, Debenture

Holders or not.

For the purposes of setting a quorum for this Indenture, the

Outstanding Debentures shall be considered as those Debentures

issued by the Company, which have not yet been canceled,

redeemed, and/or settled, excluded from the number of such

Debentures that the Company holds in treasury or that are owned by

the Company’s controlling shareholder or any of its subsidiaries,

affiliates, or persons controlled by any of its controlling shareholders,

as well as their respective officers or directors and their respective

relatives up to third degree ("Outstanding Debentures").

Other relevant characteristics As of the Date of Payment of Capital, the Debentures shall be entitled

to compensation corresponding to one hundred percent (100%) of the

accumulated variation of the average daily rates of Interbank Deposits

- DI for one day, "group extra over," expressed as annual percentage,

based on two hundred and fifty-two (252) business days ("DI Rate"),

calculated and disclosed by B3, in the Daily Bulletin, available on its

website at internet (http://www.B3.com), exponentially increased by a

surcharge or spread of one point twenty percent (1.20%) per year,

based on one year of two hundred and fifty-two (252) business days,

calculated exponentially and cumulatively, pro rata temporis, for

business days elapsed falling on the Unit Par Value or the balance of

non-amortized Unit Par Value of the Debentures from the Date of

Payment of Capital or Date of Payment of Compensation (as set out

below) immediately preceding, as the case may be, until the date of

its actual payment, in accordance with the definitions set out in the

Indenture.

Securities Commercial Note.

Identification of the security Promissory notes for the 2nd issuance in a single series



redemption value

The Company may, in accordance with CVM Instruction 566, in

particular Article 5, paragraph 3, early redeem the Promissory

Notes in full after a period of seven hundred and thirty (730) days

as of the Issuance Date, by means of the payment of the Unit Par

Value, subject to the Optional Early Redemption, plus (i) the

Compensation, calculated pro rata temporis from the Issuance

Date to the date of the Optional Early Redemption, and charges

due and not paid until the date of the Optional Early Redemption,

as applicable ("Optional Early Redemption Amount") and (ii) a

premium of forty-five hundredths percent (0.45%), falling on the

Unit Par Value of each Commercial Note, plus Compensation,

calculated according to the formula described below ("Optional

Early Redemption Premium"), and the Company is hereby

authorized by the Holder of this Commercial Note to make the

optional early redemption ("Optional Early Redemption"),

according to the following procedures:

upon prior written notice to the Promissory Notes Holders,

Fiduciary Agent, B3 and Mandatary Bank, at least three (3)

Business Days in advance of the date of the Optional Early

Redemption, containing the date, the place and procedure for

redemption;

Partial Optional Early Redemption shall not be allowed;

the Optional Early Redemption shall be made upon payment of

the Unit Par Value, plus the Compensation, calculated pro rata

temporis from the Issuance Date until the actual date of the

Optional Early Redemption, Late Charges (as applicable) and

other charges due and not paid up to the date of the Optional Early

Redemption, plus the Optional Early Redemption Premium;

the total Optional Early Redemption shall be made: (a) with

respect to the Promissory Notes deposited electronically at B3,

according to the procedures adopted by B3; and/or (b) with

respect to Promissory Notes that are not electronically deposited

at B3, at the Company's headquarters and/or in accordance with

the procedures of the Mandatary Bank, as applicable;

the Optional Early Redemption of this Commercial Note implies

the extinction of the bond, and its maintenance in treasury is

prohibited, as provided in paragraph 4, article 5 of CVM Instruction

566; and

all costs and expenses arising from the Optional Early

Redemption provided herein shall be fully borne by the Company.

The Optional Early Redemption Premium shall be calculated

according to the following formula:

P=〖[(1+i)〗^(DU/252)-1] x Vne

Where:

P = Optional Early Redemption Premium, calculated to 8 decimal

places, without rounding;

i = 0.45%

DU = number of Business Days to elapse between the Optional

Early Redemption Date (including) and the Maturity Date (not

including);

Vne = Unit Par Value of the Promissory Notes object of the

Optional Early Redemption, plus the Compensation, calculated

pro rata temporis, from the Issuance Date until the date of the

actual payment of the Optional Early Redemption.

By subscribing to, paying for or acquiring this Commercial Note,

the holder of this Commercial Note irrevocably and irreversibly

grants, automatically and in advance, his/her express agreement

to its Optional Early Redemption, as provided for in this Clause

and pursuant to paragraph 3 of article 5 of CVM Instruction no.

566.

Characteristics of securities This Commercial Note is issued within the scope of the single

series of the second issuance of three hundred (300) commercial

promissory notes, in the total amount of one hundred and fifty

million reais (R$ 150,000,000.00) ("Promissory Notes"),

according to CVM Instruction no. 566, of July 31, 2015 ("CVM

Instruction no. 566")



securities

Early Maturity Hypotheses and main restrictions applicable to the

Company:

The Promissory Notes Holders, through the Fiduciary Agent, may

declare early maturity of all obligations under the Commercial

Note and demand immediate payment by the Company of the Unit

Par Value plus Compensation calculated pro rata temporis from

the Issuance Date to the date of actual payment on the occurrence

of any of the following events (each event, a "Event of Default"):

(i) default by the Company in connection with the payment of the

amortization of the Unit Par Value, Compensation and/or any

other pecuniary obligation related to the Promissory Notes,

provided that it is not remedied within a maximum period of one

(1) business day from the date of the respective default;

(ii) non-compliance by the Company of any non-pecuniary

obligation provided for in this Instrument that is not rectified in

specific deadline to remedy such obligation or, in the absence of

specific time, within ten (10) business days from the date of receipt

of written notice of noncompliance sent directly by the Fiduciary

Agent, or by the Company to the Fiduciary Agent, whichever

occurs first;

(iii) non-fulfillment of the destination of funds raised through the

Restricted Offer, as provided in Clause XVII of this Instrument;

(iv) non-payment of debts and/or non-fulfillment of financial

obligations by the Company, except those described in item (i)

above, and/or any direct or indirect subsidiary of the Company,

which individual or aggregate amount exceeds ten million reais

(R$ 10,000,000.00), an amount to be annually adjusted for

inflation by the IPCA - National Broad Consumer Price Index,

published by IBGE - Brazilian Institute of Geography and Statistics

(“IPCA”), and that is not settled within the period provided for in

the respective agreement, or in the absence of a specific term

thereto, within a maximum period of three (3) Business Days as of

the date on which the Company or any direct or indirect subsidiary

of the Company, as applicable, is notified by the respective

creditors and fiduciary agents, as the case may be;

(v) the existence of any (a) final or unappealable judicial, arbitral

or administrative decision or judgment or (b) a decision or

appellate decision, which has no suspended effects and/or whose

judgment has not been guaranteed by the Company, condemning

or determining, in both cases, payment, by the Company and/or

any direct or indirect subsidiary of the Company, which individual

or aggregate amount is greater than ten million reais (R$

10,000,000.00), amount to be annually adjusted for inflation by

IPCA, and which is not settled within a maximum period of five (5)

Business Days counted from the subpoena to comply with the

decision or judicial or administrative final and unappealable

judgment or appellate decision which has not been suspended

and/or whose judgment has not been guaranteed by the

Company, as the case may be;

(vi) early maturity of any debt of the Company and/or any direct or

indirect subsidiary, by the Company, as applicable, which the

individual or aggregate amount is greater than ten million reais (R$

10,000,000.00), to be annually adjusted for inflation by the IPCA

variation;

(vii) protest of negotiable instruments for which the Company

and/or any direct or indirect subsidiary of the Company, as

applicable, is responsible, even if in the condition of guarantor,

and which individual or aggregate amount is higher than ten

million reais (R$ 10,000,000.00), to be annually adjusted for

inflation by the IPCA variation, unless, within three (3) Business

Days of said protest, it is validly established by the Company that

(a) the protest was canceled or stopped; or (b) a defense was filed

and the due guarantees were deposited in court;

(viii) dissolution, liquidation or extinction of the Company,

submittal of proposal court-supervised or out-of-court

reorganization by the Company and/or by any direct or indirect

subsidiary, by the Company, file for court-supervised


plan, regardless of grant of such request, bankruptcy petition filed

by third parties not rebutted within the legal term, filing for

bankruptcy and/or insolvency of the Company, and/or any direct

or indirect subsidiary of the Company;

(ix) dissolution, extinction and/or liquidation of any direct or indirect

subsidiary of the Company (subject to the provisions of item (x)

below), without prior approval by Promissory Note Holders

representing at least seventy percent (70%) of the Promissory

Notes, at the General Meeting of the Promissory Notes Holders

(as defined below) convened for this purpose;

(x) unless previously approved by Promissory Note Holders

representing at least seventy percent (70%) of the Promissory

Notes, at the General Meeting of Promissory Notes Holders (as

defined below) convened for this purpose, the performance of: (a)

spin-off of the Company, (b) merger of the Company with another

company; (c) merger of the Company into or merger of Shares of

the Company by another company; and/or (d) incorporation or

merger of shares, by the Company, of any subsidiary, as long as

it results in the change of control, direct or indirect, of the

Company. For the purposes of this Clause, the simple transfer of

the Company's outstanding shares, within the scope of B3, by its

current or future shareholders, other than Mr. Luis Fernando

Memoria Porto, Mr. Sérgio Augusto Guerra de Resende and RCC

Participações Sociais Ltda., and that do not entail any changes in

Company's direct and/or indirect controlling interest, in

compliance with the provisions of item (xi) below, is not and shall

not be considered, in any circumstances, such as corporate

reorganization of the Company;

(xi) any changes in the Company's direct and/or indirect

controlling interest;

(xii) transfer, by the Company, of any obligation related to the

Promissory Notes, unless previously authorized by Promissory

Note Holders representing at least ninety percent (90%) of the

Promissory Notes, at the General Meeting of the Promissory

Notes Holders convened for this purpose;

(xiii) statement and/or payment, by the Company, of dividends

(excluding the minimum mandatory dividend), interest on

shareholders' equity, redemption of shares or any other payment

to shareholders, in the case of, considering such payment, pro

forma if it had been done on the date of the previous verification

of the Financial Indexes established in item (xx) below, the

Financial Indexes required on such prior verification date or in the

event of a Default Event or any event or condition that, after the

lapse of time and/or sending notification, may result in an Event of

Default;

(xiv) sale, expropriation, confiscation or any other form of

disposition, by the Company and/or by any direct or indirect


or aggregate amount exceeds ten million reais (R$

10,000,000.00), an amount to be annually adjusted for inflation by

the IPCA variation, except for sales or fiduciary sales of vehicles,

and fiduciary assignments of rights, carried out in the ordinary

course of business, as per market conditions and in accordance

with past Company practices;

(xv) establishment of burden or encumbrances on assets of the

Company and/or any direct or indirect subsidiary of the Company,

except for burden and fiduciary assignments of rights and fiduciary

sales of vehicles whose individual or aggregate amount of burden

or liens, as the case may be, does not exceed fifty percent (50%)

of the total amount of its fleet of vehicles ("Maximum Burden"),

calculated according to the last Consolidated Financial Statement

of the Company, except if the burden or liens that exceed

Maximum Burden have as counterpart collateral granted to

Promissory Notes Holders through fiduciary sale of vehicles pari

passu to the amount encumbered in excess of the Maximum

Burden;

(xvi) occurrence of any events or situations that adversely affect

or may adversely affect the exercise by Promissory Notes Holders

of their rights and warranties under this Instrument, including but,

not limited to, the occurrence of a Material Adverse Change

defined as below), provided that, subject to remediation, such

event or situation does not cease to have effects within the term

of five (5) Business Days after notification by the Fiduciary Agent

to the Company of such event or situation. For the purposes of

this Instrument, the term "Material Adverse Change" means: (a)

any material adverse effect on the (financial or otherwise)

situation, business, assets, operating results and/or prospects of

the Company and/or its direct or indirect subsidiaries, affecting or

likely to affect the legal and/or economic-financial capacity of the

Company to comply with its financial and/or non-financial

obligations arising from this Instrument; and/or (b) any event or

condition that, after the lapse of time and/or sending of notice, may

result in an Event of Default;

(xvii) change in the Company's corporate purpose, in order to

change or exclude any of the Company's current activities, or

cause it to cease to act as a car rental company;

(xviii) transformation of the Company into a limited liability

company, pursuant to articles 220 to 222 of the Corporations Act;

(xix) reduction of the Company's share capital and/or repurchase

by the Company of its own shares for subsequent cancellation,

unless the transaction has been previously approved by

Promissory Notes Holders representing at least seventy percent

(70%) of the Promissory Notes, at the General Meeting of the

Promissory Notes Holders convened for this purpose.

(xx) non-compliance with the Company's financial limits and

indexes, calculated in relation to the quarterly financial information

("ITR") and the Company's annual standardized financial

statements ("DFP") on a consolidated basis and in accordance

with generally accepted accounting principles accepted in Brazil,

to be verified quarterly, from the DFP for the fiscal year ending

December 31, 2017 (including) ("Financial Indexes"), to be

monitored by the Fiduciary Agent within a period of up to five (5)

Business Days from the date of receipt of the information referred

to in Clause XV, subsection (i), item (f):

(1) The quotient of the division of Net Debt by EBITDA of the last

12 (twelve) months may not exceed three point twenty-five (3.25);

(2) The quotient of the division of EBITDA by Net Financial

Expenses, both referring to the last twelve (12) months, shall not

be less than one point seventy-five (1.75); and

(3) The quotient of the division of Net Debt by Shareholders' Equity

both referring to the last twelve (12) months, may not exceed three

point fifty (3.50).

For the purposes of this Instrument, it is considered:

(A) "EBITDA" means the sum calculated over a period of twelve

(12) months: (i) profit/loss before taxes, fees, contributions and

minority interests are deducted (for the purposes of calculating

profit/loss we shall not consider the merely accounting expenses,

excluding cash, call option plans of the Company (ii) depreciation

and amortization expenses, (iii) financial expenses deducted from

financial income and (iv) non-operating income in the same

period. Should the Company acquire or otherwise merge with a

company that is consolidated in its financial statements, the

Company's EBITDA shall be adjusted and calculated pro-forma,

considering EBITDA of said company, calculated in the manner

set forth in this item, for the period of twelve (12) months in

question;

(B) "Gross Debt" means the sum of consolidated debts with

investment funds, individuals and legal entities, including debts

acquired in the financial and local and international capital

markets, derivatives, loans and financing, issuance of securities,

in addition to actual guarantees and other real and personal

guarantees provided, as well as amounts payable to shareholders,

including amounts referring to redeemable preferred shares and

amounts payable, net of the balance receivable, arising from

hedge agreements or other derivatives, being understood that: (i)

any of the transactions described in item “2. Forfeit operations "in

the OFFICIAL LETTER/CVM/SNC/SEP/No. 01/2017 shall not be

considered in the scope of the Gross Debt statement; and (ii)

without prejudice to the provisions of item XIII above and other

provisions of this Instrument, if any of the debts referred to in this

item (B), are collateralized, in whole or in part, with funds invested

(a) in investment funds of fixed income; (b) on bank deposit

certificates with daily rate; only the respective net balances, that

is, the amounts of each respective debt that are not guaranteed

by fiduciary assignment of investments, shall be considered as

"Gross Debt". Without prejudice to the provisions of item XIII

above and other provisions of this Instrument, in the event that a

certain debt has a fiduciary guarantee in excess of the debt itself,

the net balance of such debt, for the gross debt, shall be

considered zero;

(C) "Cash" cash balance and short-term cash investments, less

any cash balances or financial investments of immediate liquidity

that are encumbered or segregated in favor of third parties

(“Encumbered Cash");

(D) "Net Debt" Gross Debt deducted from Cash;

(E) "Net Financial Expenses" (i) the sum of interest expenses,

preferential dividends, discounts granted to customers due to the

prepayment of securities, commissions and bank expenses,

exchange variation arising from the contracting of loans and the

sale of securities and debt securities, taxes, contributions and

expenses of any nature arising from financial operations,

including, but not limited to, IOF discounted from (ii) the sum of

income from financial investments, exchange variation arising

from loans granted and securities acquired, provided that the

income from financial investments linked to Encumbered Cash

shall not be considered in this item "(ii)". Should the Company

acquire or otherwise merge with a company that is consolidated

in its financial statements, the Company's Net Financial Expenses

shall be adjusted and calculated pro-forma, considering Net

Financial Expenses of said company, calculated in the manner set

forth in this item, for the period of twelve (12) months in question;

and

(F) "Shareholders 'Equity" means the shareholders' equity, less

the carrying amount of the intangible assets.

(xxi) the finding, at any time, of any falsehood regarding any

statement or collateral provided by the Company in this

Instrument;

(xxii) the finding, at any time, of any inaccuracy or incorrection

regarding any statement or collateral provided by the Company in

this Instrument, if the event that gave rise to such statement or

guarantee is duly remedied within a maximum period of five (5)

Business Days from the receipt by the Company of notification of

the Fiduciary Agent in this sense or of receipt by the Fiduciary

Agent of notification of the Company to that effect, whichever

occurs first;

(xxiii) in the event that the Company, its affiliates and/or its direct

or indirect subsidiaries, attempt or practice any act aimed at

annulling, questioning, reviewing, canceling or repudiating, by

judicial or extrajudicial means, the Instrument or any of its clauses

or any other agreement related to the Promissory Notes, already

celebrated or to be celebrated;

(xxiv) in the event of cancellation of the Company's listing at B3;

(xxv) exclusively in relation to the Company, the non-renewal,

cancellation, revocation or suspension of authorizations,

concessions and licenses, required for the regular exercise of its

activities;

(xxvi) existence of a breach proven by a decision or court decision,

even if appealable, and evidence of violation ascertained by the

initiation of an investigation or other governmental inquiry of any

provision of any law or regulation to which it is submitted, the

practice of corruption or acts harmful to the public administration,

including Law 12,846, dated August 1, 2013, as amended ("Law

12,846/13") and Decree No. 8,420, dated March 18, 2015, as

amended ("Decree 8.420/15") and, in conjunction with Law

12.846/13, "Anti-Corruption Laws" by the Company and its

subsidiary;

(xxvii) downgrading of the Promissory Notes rating granted by

Fitch Ratings, in two (2) or more grades in the national scale

classification of risk, in relation to the rating in force on the

Issuance Date; and

(xxviii) invalidity, nullity or unenforceability of this Instrument

and/or any of its provisions.

If any of the Events of Default set forth in (i), (iii), (vi), (viii), (ix),

(xi), (xi), (xii), (xvii), (xviii), (xxi), (xxii) and (xxviii) above, the

Promissory Notes shall automatically become due, regardless of

judicial or extrajudicial notice or notification, and the Company

shall pay the Unit Par Value, Compensation and (If applicable)

within a period of up to two (2) Business Days from the occurrence

of any of the Events of Default described in this paragraph.

In the event of any other Events of Default not mentioned in the

paragraph immediately above, the Fiduciary Agent shall, within

five (5) Business Days counted from the date on which the said

Event of Default or the end of the curing period occurs, convene a

General Meeting of the Promissory Notes Holders to resolve on

the early maturity of the Promissory Notes (according to the rules

and quorum set forth below). The Fiduciary Agent shall notify the

Company of the call notice of the General Meeting of the

Promissory Notes Holders referred to in this clause at least five

(5) Business Days prior to the date of its execution. The decision

of the Promissory Notes Holders regarding the occurrence or not

of the early maturity of the Promissory Notes shall be irrevocable

and irreversible. The anticipated maturity shall be formalized in the

General Meeting of the Promissory Notes Holders, which shall

include a period of two (2) Business Days for the respective

payment(s), and the Company shall be notified by the Fiduciary

Agent with respect to the decree of early maturity, within one (1)

Business Day following said General Meeting of the Promissory

Note Holders.

XIV. GENERAL MEETING OF PROMISSORY NOTES

HOLDERS

For resolutions related to the Promissory Notes, the Company

and/or holders of the Promissory Notes representing at least ten

percent (10%) of the Outstanding Promissory Notes (as defined

below) may call a meeting of the Promissory Notes Holders

General Meeting ("General Meeting of the Promissory Notes

Holders").

In any case of calling of the General Meeting of the Promissory

Notes Holders, notice shall be given by means of an

announcement published at least three (3) times in press bodies

in which the Company usually publishes. If the call is made by

Promissory Notes Holders and they understand that the Company

must attend, it must be notified regarding the call by registered

letter with notice of receipt addressed to the legal representatives

of the Company, with the deadline established below.

The General Meetings of the Promissory Notes Holders shall be

convened with a minimum period of fifteen (15) days prior to the

date it is to take place. The General Meetings of the Promissory

Note Holders on second call may only be made at least eight (8)

days after the date set for the installation of the General Meeting

of the Promissory Notes Holders on first call. The notice of the

General Meeting of the Promissory Notes Holders is waived in the

event that the Promissory Notes Holders representing one

hundred percent (100%) of the Promissory Notes are present.

The resolutions adopted by the Promissory Note Holders,

observing the quorums set forth below, shall be valid and effective

before the Company, and shall bind all the Promissory Notes

Holders, regardless of whether they have attended the General

Meeting of the Promissory Note Holders or the vote issued at the

respective General Meeting of the Promissory Notes Holders.

The General Meeting of the Promissory Notes Holders shall be

installed, on first call, with the attendance of Holders of Promissory

Notes representing at least half of the Outstanding Promissory

Notes and, on second call, with any quorum. The Chairman of the

General Meeting of the Promissory Notes Holders shall be

responsible for the Promissory Notes Holder elected by the

Promissory Notes Holders.

For the purposes of this Instrument, “Outstanding Promissory

Notes" shall mean all Promissory Notes in circulation on the

market, excluding Promissory Notes that are owned by its

controllers and/or any of its subsidiaries or affiliates, as well as

their respective officers or directors and their spouses.

In the cases of convening the General Meeting of the Promissory

Notes Holders for deliberation on non-declaration of early

maturity, in the event: (i) failure to set out the General Meeting of

the Promissory Notes Holders for lack of quorum or failure to

obtain a quorum for approval on first and second call, or (ii) failure

to have approved the waive to the right to early maturity

declaration, the early maturity of the Promissory Notes shall be

declared.

In the resolutions of the General Meeting of the Promissory Notes

Holders, each Promissory Note shall be entitled to one vote,

allowing the establishment of an attorney-in-fact, Promissory

Notes Holder or not. Decisions about non-early maturity must be

approved by the Promissory Notes Holders representing at least

seventy-five percent (75%) of the total Outstanding Promissory

Notes. The resolutions regarding the alteration of the quorum for

the resolution of the General Meeting of the Promissory Notes

Holders, Event of Default, deadlines, amount and form of

compensation of the Promissory Notes, amortization and/or

redemption shall depend on the approval by holders of Promissory

Notes that represent at least ninety percent (90%) of the total

Outstanding Promissory Notes. The other decisions shall be

approved by Promissory Notes Holders representing at least fifty

percent (50%) of the total Promissory Notes.

The Fiduciary Agent (as defined below) shall attend the General

Meetings of the Promissory Notes Holders and provide the

Promissory Notes Holders with the information requested

Other relevant characteristics N/A


Identification of the security 15th issuance for the public distribution of debentures in two series

of our issuance.

Issuance Date February 19, 2018

Maturity Date February 19, 2023 - 1st Series

February 19, 2021 - 2 Series



redemption value

Subject to compliance with the conditions below, Company may,

from the 24th month (including), counted from the Issuance Date,

that is, from February 19, 2020 (including) and at its exclusive

discretion, upon notice to the Debenture Holders, by means of a

publication pursuant to Clause 6.24, or in individual notice to each

Debenture Holder, with a copy to the Fiduciary Agent, as well as

communication to the Bookkeeper, the Settlement Bank, B3 and

the Fiduciary Agent, with minimum advance notice of ten (10)

business days of the respective date of the event ("Date of the

Optional Early Redemption" and "Notice of Optional Early

Redemption", respectively), to promote the full early redemption

of the Debentures of the 1st Series and/or Debentures of the 2nd

Series, as the case may be, and partial early redemption of the

Debentures of the 1st Series and/or the 2nd Series Debentures,

with the consequent cancellation of the Debentures of the 1st

Series and/or 2nd Series Debentures subject to redemption

("Optional Early Redemption"), upon payment of the Unit Par

Value or debt balance of the Unit Par Value of the 1st Series

Debentures and/or the 2nd Series Debentures, as the case may

be, subject to the Optional Redemption plus the Compensation of

the 1st Series and/or the 2nd Series Compensation, as the case

may be, calculated pro rata temporis from the first Payment Date

or the Payment Date of the immediately previous Compensation,

whichever occurs later, up to the Date of the Optional Early

Redemption ("Optional Early Redemption Amount") and premium

on the Optional Early Redemption Amount calculated according to

the formula described below:

P=〖[(1+i)〗^(DU/252)-1] x Vne

where:

P = Optional Early Redemption Premium, calculated to 8 decimal

places, without rounding;

i = 0.45%

DU = number of Business Days to elapse between the Optional

Early Redemption Date (including) and the Maturity Date of the 1st

Series or the Maturity Date of the 2nd Series, as applicable

(excluding);

Vne = Unit par value or balance of the Unit Par Value of the

Debentures of the 1st Series and/or Unit par value or balance of

the Unit Par Value of the 2nd Series Debentures, as applicable,

subject to the Optional Early Redemption, plus the Compensation

of the Debentures of the 1st Series and/or Compensation of the

2nd Series Debentures, as the case may be, calculated pro rata

temporis, from the first Date of Payment of Capital or Payment

Date of Compensation of the 1st Series Debentures and/or the

Date of Payment of the Debentures Compensation of the 2nd

Series, as the case may be, immediately prior to the date of the

effective payment of the Optional Early Redemption.

Characteristics of securities Fifty thousand (50,000) Debentures shall be issued, of which forty

one thousand, one hundred and forty (41,140) Debentures of the

1st Series and eight thousand, eight hundred and sixty (8,860)

Debentures of the 2nd Series, as set out through the System of

Communicating Vessels, according to the demand for the

Debentures calculated after the conclusion of the Bookbuilding

Procedure. The amount of Debentures allocated in each series

was subject to ratification by means of the Amendment, the

celebration of which was authorized by the Company's Board of

Directors, without the need to hold a General Meeting of

Debenture Holders (as defined below). The indenture of the

Fifteenth Issuance provides, pursuant to clause 6.23, some

hypotheses of early maturity: (i) default by the Company in


Value, Compensation and/or any other pecuniary obligation

related to the Debentures, provided that it is not remedied within

a maximum period of one (1) business day from the date of the





for inflation by the accumulated variation of IPCA since the

Issuance Date; (iii) protest of negotiable instruments for which the


as applicable, is responsible, even if in the condition of guarantor,

and which individual or aggregate amount is higher than ten

million reais (R$ 10,000,000.00), to be annually adjusted for

inflation by the IPCA variation since the Issuance Date, unless,

within three (3) business days of said protest, it is validly

established by the Company that the protest was canceled or

stopped or its defense was submitted and collaterals were

provided in court; (iv) dissolution or extinction of the Company,

approval of court-supervised reorganization or preparation of an

out-of-court reorganization plan, bankruptcy petition filed by third

parties not rebutted within the legal term, bankruptcy and/or

insolvency of the Company, and/or any direct or indirect subsidiary

of the Company; (v) assignment, promise to assign, transfer, or

promise to transfer, by the Company, any obligation related to the

Debentures, except if previously authorized by Debenture Holders

representing at least two thirds of the Outstanding Debentures at

a Debenture Holders' General Meeting called for such purpose;

(vi) any changes in the Company's direct and/or indirect

controlling interest; (vii) statement and/or payment by the

Company of dividends (excluding the minimum mandatory

dividend), interest on shareholders' equity, redemption of shares

or any other payment to shareholders (payments to shareholders);

(viii) sale, expropriation, confiscation or any other form of



or aggregate amount exceeds ten million reais (R$

10,000,000.00), except for sales or fiduciary sales of vehicles, and



Company practices; (ix) change or modification of the Company's


rental company; (x) transformation of the Company into a limited-


Corporations Act; (xi) reduction of the Company’s share capital (in




at least ninety percent (90%) of the Outstanding Debentures, at

the General Meeting of Debenture Holders convened for this

purpose.



securities

The Company may, at any time, request modification of any of its

strictly operational obligations set forth in this Indenture (such as

reporting, sending supporting documentation, etc.), being the

Fiduciary Agent required to amend this present Indenture

pursuant to the terms proposed by the Company, provided that

upon prior approval of such modifications by Debenture Holders

representing at least seventy-five percent (90%) (sic) of the

Outstanding Debentures.




holders' community.

Each Outstanding Debenture shall grant to its holder the right to

a vote in the General Meetings of Debenture Holders, whose

resolutions, with due regard to the exceptions provided for in this

Indenture, shall be made by Debenture Holders representing at

least more than fifty percent (50%) of the Outstanding Debentures,

being allowed the establishment of attorneys-at-law, Debenture

Holders or not. Changes in debenture terms of effectiveness,

compensation, quorum for debenture holders' general meetings

resolution, and early maturity events must be approved by the

debenture holders representing at least 90% of the outstanding

debentures.

Other relevant characteristics As of the first Date of Payment of Capital, the 1st Series

Debentures shall be entitled to compensation corresponding to

one hundred percent (100%) of the accumulated variation of the

average daily rates of Interbank Deposits - DI for one day, “group

extra over”, expressed as annual percentage, based on two

hundred and fifty-two (252) business days, calculated and

disclosed by B3, in the Daily Bulletin, available on its website at

internet (http://www.B3.com.br) ("DI Rate"), exponentially

increased by a surcharge or spread, expressed as a percentage

per year, based on a year of two hundred and fifty-two (252)

business days, equivalent to one point forty percent per year

(1.40% p.a.), according to the formula below ("Compensation of

the 1st Series").

As of the first Date of Payment of Capital, the Debentures of the

2nd Series shall be entitled to compensation corresponding to one

hundred percent (100%) of the accumulated variation of the DI

Rate, increased exponentially by a surcharge or spread,

expressed as a percentage per year, based on in a year of 252

(two hundred and fifty-two) business days, equivalent to one and

fifteen hundredths per year (1.15% p.a.) in accordance with the

formula below ("2nd Series Compensation" and, together with 1st

Series Compensation, "Compensation").


Identification of the security 16th issue for the public distribution of debentures in a single

series of the Senior Security type of our issue.



redemption value

Subject to compliance with the conditions set forth in the

Indenture, the Company may, as of the thirteenth (13th) month

(inclusive) after the Issuance Date, that is, as of April 27, 2019

(inclusive) and at its sole discretion, upon notice to the Debenture

Holders through a publication made in accordance with the terms

of the Indenture, or in individual communication to each Debenture

Holder, with a copy to the fiduciary agent, as well as

communication to the Bookkeeper, the Settlement Bank, B3 and

at least ten (10) business days prior to the date of the event

("Optional Early Redemption Date" and "Optional Early

Redemption Notice", respectively), to promote the full early

redemption of the Debentures, with no redemption partial advance

of the Debentures, with the subsequent cancellation of the

Debentures subject to redemption ("Notice of Optional Early

Redemption"), upon payment of the Unit Par Value or debt

balance of Unit Par Value of the Debentures, as applicable, object

of the Optional Early Redemption plus: (i) Compensation,

calculated pro rata temporis from the Date of Payment of the

Debentures Compensation immediately preceding, whichever

occurs later, until the Optional Early Redemption Date, ("Optional

Early Redemption Amount") and premium on the Optional Early

Redemption Amount, calculated according to the formula

described in the Indenture;

Characteristics of securities The Issuance shall consist of three hundred and fifty million

(350,000,000) Debentures. The Debentures shall have a unit par

value of one real (R$ 1.00) on the Issuance Date ("Unit Par Value")

and the total amount of the Issuance is three hundred and fifty

million reais (R$ 350,000,000.00) ("Issue Amount"), and there

shall be no adjustment for inflation of the Unit Par Value. The

indenture of the Sixteenth Issue provides for early maturity

hypotheses, in terms of clause 6.23, among them: (i) default by

the Company in connection with the payment of the amortization

of the Unit Par Value or balance of the Unit Par Value, as the case

may be, related to the Debentures, provided that it is not remedied

within a maximum period of one (1) business day from the date of

the respective default; (ii) early maturity of any debt of the

Company and/or any direct or indirect subsidiary, by the

Company, entered into in the local or foreign market, as


than thirty million reais (R$ 30,000,000.00), to be annually

adjusted for inflation by the IPCA accumulated variation; (iii)

protest of negotiable instruments for which the Company and/or

any direct or indirect subsidiary of the Company, as applicable, is

responsible, even if in the condition of guarantor, and which

individual or aggregate amount is equal or higher than thirty million

reais (R$ 30,000,000.00), to be annually adjusted for inflation by

the IPCA variation, unless, within three (3) business days of said

protest, it is validly established by the Company that (a) the protest

was canceled or stopped; or (b) a defense was filed and the due

guarantees were deposited in court; dissolution or extinction of the

Company, approval of court-supervised reorganization or

preparation of an out-of-court reorganization plan, bankruptcy

petition filed by third parties not rebutted within the legal term,

bankruptcy and/or insolvency of the Company, and/or any direct

or indirect subsidiary of the Company; (iv) sale, expropriation,

confiscation or any other form of disposition, by the Company

and/or by any direct or indirect subsidiary of the Company, of

permanent assets which individual or aggregate amount equal or

greater than thirty million reais (R$ 30,000,000.00), an amount to

be annually adjusted for inflation by the IPCA variation since the

Issuance Date, except for sales or fiduciary sales of vehicles, and



Company practices; (v) assignment, promise to assign, transfer,

or promise to transfer, by the Company, any obligation related to

the Debentures, except if previously authorized by Debenture

Holders representing at least two thirds of the Outstanding

Debentures at a Debenture Holders' General Meeting called for

such purpose; (vi) any changes in the Company's direct and/or

indirect controlling interest; (vii) statement and/or payment by the

Company of dividends (excluding the minimum mandatory

dividend), interest on shareholders' equity, redemption of shares

or any other payment to shareholders (payments to shareholders);

(viii) sale, expropriation, confiscation, or any other form of



or aggregate amount is equal or greater than thirty million reais

(R$30,000,000.00), an amount to be annually adjusted for inflation

by the IPCA accumulated variation since the Issuance Date,

except for sales or fiduciary sales of vehicles, as well as fiduciary

assignments of rights carried out in the normal course of business

as per market conditions and in accordance with the Company

past practices; (ix) change or modification of the Company's


rental company; (x) transformation of the Company into a limited-


Corporations Act; (xi) reduction of the Company's share capital (in




at least two thirds (2/3) of the Outstanding Debentures, at the

General Meeting of Debenture Holders convened for this purpose.


entitled to compensation corresponding to one hundred and

nineteen percent (119%) of the accumulated variation of the

average daily rates of Interbank Deposits - DI for one day, "group

extra over," expressed as annual percentage, based on two

hundred and fifty-two (252) business days ("DI Rate"), calculated

and disclosed by B3, in the Daily Bulletin, available at its website

on the internet (http://www.B3.com.br), exponentially and

cumulatively calculated pro rata temporis for business days

elapsed, from the Date of Payment of Capital or Date of Payment

of the Debentures Compensation (as defined below) immediately

preceding, as the case may be, until the date of their actual

payment ("Compensation"). The Compensation shall be due from

the Date of Payment of Capital and shall be paid semi-annually on

October 2 and April 2 of each year, with the first payment occurring

on October 2, 2018 and the last, on the Maturity Date of the

Debentures or on the date of Extraordinary Amortization, or on the

date of acceleration resulting from an event of Early Maturity Event

(as defined in the Indenture), or one of the hypothesis of early

redemption of Debentures (each, a "Date of Payment of the

Debentures Compensation"); Collaterals: Pursuant to article 58,

main provision, and paragraph 1 of the Corporations Act, the

Debentures have a Senior Security on the assets of the Company

consisting of vehicles owned by the Company, conferring general

privilege on said assets.


Identification of the security 17th issue for the public distribution of debentures in a single

series of the unsecured type of our issue.



redemption value

Subject to the compliance with the conditions below, the Company

may, as of the thirteenth (13th) month (including) counted from the

Issuance Date, that is, from October 27, 2019 (including), at its

sole discretion, upon notice to the Debenture Holders, by means

of a publication pursuant to Clause 6.23 of the Indenture, or by

means of individual notice to each Debenture Holder, with a copy

to the Fiduciary Agent, as well as, in any case, to the Bookkeeper,

the Settlement Bank, B3, and the Fiduciary Agent, at least ten (10)

business days prior to the respective date of the event ("Optional

Early Redemption Date" and "Notice of Optional Early

Redemption", respectively), promote the early redemption of all

Debentures, the partial early redemption of the Debentures being

prohibited, with the consequent cancellation of the Debentures

object of the redemption ("Optional Early Redemption"), upon

payment, by the Company, of the Unit Par Value or the balance of

the Unit Par Value, as the case may be, of the Debentures subject

to the Optional Early Redemption, plus (i) the Conventional

Interest, calculated pro rata temporis from the Date of Payment of

Capital (including) or the Date of Payment of the Conventional

Interest (including) immediately preceding, whichever occurs

later, up to the Optional Early Redemption Date ("Optional Early

Redemption Amount"); and (ii) premium on the amount of the

Optional Early Redemption Amount, calculated according to the

formula described in the Indenture;

Characteristics of securities The Issuance shall consist of four hundred thousand (400,000)

Debentures. The Debentures shall have a unit par value of one

thousand reais (R$1,000) on the Issuance Date ("Unit Par Value")

and the total amount of the Issuance is three hundred and four

hundred million reais (R$400,000,000) ("Issue Amount"), and

there shall be no adjustment for inflation of the Unit Par Value. The

indenture of the Seventeenth Issuance provides for early maturity

hypotheses, in terms of clause 6.22, among them: (i) default on

the part of the Company with respect to the payment of the

Amortization of the Unit Par Value or balance of the Unit Par

Value, as the case may be, of the Compensation and/or any other

pecuniary obligation related to the Debentures, maximum term of

two (2) business days from the date of the respective default; (ii)

early maturity of any debt of the Company and/or any direct or

indirect subsidiary, by the Company, entered into in the local or

foreign market, as applicable, which the individual or aggregate

amount is greater than thirty million reais (R$ 30,000,000.00), to

be annually adjusted for inflation by the IPCA accumulated

variation; (iii) protest of negotiable instruments for which the


as applicable, is responsible, even if in the condition of guarantor,

and which individual or aggregate amount is equal or higher than

thirty million reais (R$30,000,000.00), to be annually adjusted for

inflation by the IPCA variation, unless, within twenty (20) business

days of said protest, it is validly established by the Company that

(a) the protest was canceled or stopped; or (b) a defense was filed

and the due guarantees were deposited in court; dissolution or

extinction of the Company, approval of court-supervised


plan, bankruptcy petition filed by third parties not rebutted within

the legal term, bankruptcy and/or insolvency of the Company,

and/or any direct or indirect subsidiary of the Issuer; (iv) sale,

expropriation, confiscation, or any other form of disposition, by the

Company and/or by any direct or indirect subsidiary of the

Company, of permanent assets which individual or aggregate

amount is equal or greater than thirty million reais

(R$30,000,000.00), an amount to be annually adjusted for inflation

by the IPCA accumulated variation since the Issuance Date,

except for sales or fiduciary sales of vehicles, as well as fiduciary

assignments of rights carried out in the normal course of business

as per market conditions and in accordance with the practices

usually by the Company and/or any direct or indirect subsidiary of

the Company for the accomplishment of their activities; (v)

assignment, promise to assign, transfer, or promise to transfer, by

the Company, any obligation related to the Debentures, except if

previously authorized by Debenture Holders representing at least

two thirds (2/3) of the Outstanding Debentures at a Debenture

Holders' General Meeting called for such purpose; (vi) any

changes in the Company's direct and/or indirect controlling

interest; (vii) statement and/or payment by the Company of

dividends (excluding the minimum mandatory dividend), interest

on shareholders' equity, redemption of shares or any other

payment to shareholders (payments to shareholders); (viii) sale,

expropriation, confiscation or any other form of disposition, by the

Company and/or by any direct or indirect subsidiary of the

Company, of permanent assets which individual or aggregate

amount equal or greater than thirty million reais

(R$30,000,000.00), except for sales or fiduciary sales of vehicles,

and fiduciary assignments of rights, carried out in the ordinary

course of business, as per market conditions and in accordance

with past Company practices; (ix) change or modification of the

Company's corporate purpose, so that the Company ceases to act

as a car rental company; (x) transformation of the Company into a

limited-liability company, pursuant to article 220 to 222 of the

Corporations Act; (xi) reduction of the Company's share capital (in

its monetary expression) and/or repurchase, by the Company, of

its own shares for subsequent cancellation, in an amount greater

than ten (10%) percent of the average amount of the

Shareholders' Equity, calculated based on the Quarterly Financial

Information of the last two (2) immediately preceding fiscal

quarters, unless the transaction has been previously approved by

Debenture Holders representing at least two thirds (2/3) of the

Outstanding Debentures at the General Meeting of Debenture

Holders called for this purpose.


entitled to payment of conventional interest corresponding to one

hundred and thirteen percent (113.00%) of the accumulated

variation of the average daily rates of Interbank Deposits - DI for

one day, "group extra over," expressed as annual percentage,

based on two hundred and fifty-two (252) business days ("DI

Rate"), calculated and disclosed by B3, in the Daily Bulletin,

available at its website on the internet (http://www.b3.com.br) (“DI

Rate”). The Conventional Interest shall be exponentially and

cumulatively calculated, pro rata temporis for the business days

elapsed, incident on the Unit Par Value or on the balance of the

Unit Par Value, as the case may be, of the Debentures, as of the

Date of Payment of Capital (including) or the Date of Payment of

the Conventional Interest (as defined below) immediately

preceding (including), as the case may be, until the date of its

actual payment (excluding) ("Conventional Interest" or

"Compensation"). The Conventional Interest shall be paid semi-

annually on March 27 and September 27 of each year, with the

first payment occurring on March 27, 2019, and the last on the

Maturity Date (each a "Date of Payment of the Conventional

Interest").


Identification of the security 18th issuance for the public distribution of debentures in a single

series, of the unsecured type of our issuance, with additional

personal guarantee, issued by us.



redemption value

Subject to the compliance with the conditions below, the Issuer

may, as of the thirty-seventh (37th) month (including) counted from

the Issuance Date, that is, from October 20, 2022 (including), at

its sole discretion, upon notice to the Debenture Holders, by

means of a publication pursuant to Clause 6.30 of the Indenture,

or by means of individual notice to each Debenture Holder, with a

copy to the Fiduciary Agent, as well as, in any case, to the

Bookkeeper, the Settlement Bank, B3, and the Fiduciary Agent, at

least ten (10) Business Days prior to the respective date of the

event ("Optional Early Redemption Date" and "Notice of Optional

Early Redemption", respectively), promote the early redemption of

all Debentures, the partial early redemption of the Debentures

being prohibited, with the consequent cancellation of the

Debentures object of the redemption ("Optional Early

Redemption"), upon payment, by the Company, of the Unit Par

Value or the balance of the Unit Par Value, as the case may be,

of the Debentures subject to the Optional Early Redemption, plus

(i) the Conventional Interest, calculated pro rata temporis from the

Date of Payment of Capital (including) or the Date of Payment of

the Conventional Interest (including) immediately preceding,

whichever occurs later, up to the Optional Early Redemption Date

("Optional Early Redemption Amount"); and (ii) premium on the

amount of the Optional Early Redemption Amount, calculated

according to the formula described in the Indenture;

Characteristics of securities The Issuance shall consist of two hundred thousand (200,000)

Debentures. The Debentures shall have a unit par value of one

thousand reais (R$1,000.00) on the Issuance Date ("Unit Par

Value") and the total amount of the Issuance is two hundred million

reais (R$200,000,000.00) on the Issuance Date ("Issuance

Amount"), there being no adjustment for inflation of the Unit Par

Value. The indenture of the Eighteenth Issuance provides for early

maturity hypotheses pursuant to the terms of clause 6.25, among

which: (i) breach by the Issuer and/or Guarantor of any non-

pecuniary obligation provided for in this indenture that is not

regularized within the specific deadline to remedy such obligation,

or, in the absence of a specific period, within a maximum period

of fifteen (15) Business Days (as defined below) from the date of

default; (ii) default of any obligations arising from loans and

financing and/or other financial obligations to which the Issuer

and/or Guarantor and/or the direct and/or indirect subsidiaries of

the Issuer and/or Guarantor are subject, as applicable, not cured

within the respective maturity terms, the value of which,

individually or in aggregate, is equal to or greater than three

percent (3%) of the Issuer's average shareholders' equity

calculated in the Issuer's available consolidated financial

statements of Date of the event pf the last four (4) quarter of the

event date; (iii) alteration of the Issuer's and/or Guarantor's

corporate purpose, as set forth in its bylaws in effect on the

Issuance Date, which results in a change in the Issuer's and/or

Guarantor's core business, namely car leasing; (iv) any

changes in the Issuer's and/or Guarantor direct and/or indirect

controlling interest; (v) non-compliance with any decision or court

decision, even if subject to appeal, or definitive arbitral or

administrative decision, provided that, in any event, its effects are

not suspended and/or whose judgment has not been guaranteed

by the Issuer and/or by the Guarantor and/or the direct and/or

indirect subsidiaries of the Issuer and/or Guarantor; condemning

or determining, in all cases, payment by the Issuer, the Guarantor

and/or by any direct or indirect subsidiary by the Issuer and/or the

Guarantor, whose individual or aggregate value is equal to or

greater than three percent (3%) of the Issuer's average

shareholders' equity calculated in the Issuer's available

consolidated financial statements for the last four (4) quarters of

the date of the event, and not settled within five (5) Business Days

(as defined below) counted from the summons to comply with the

decision or judgment, upon payment or provision of collateral in

court of said decision or judgment; (vii) protest of

instruments for which payment to the Issuer, the Guarantor and/or

any direct or indirect subsidiary by the Issuer and/or the

Guarantor, as applicable, is liable, even if as guarantor, and

whose value, equal to or greater than three percent (3%) of the

Issuer's average shareholders' equity calculated in the Issuer's

available consolidated financial statements for the last four (4)

quarters of the date of the event, unless, within twenty (20)

Business Days (as defined below) counted from said protest, is

validly evidenced by the Issuer and/or the Guarantor and/or its

pertinent subsidiary, as applicable, that (i) the protest has been

canceled or stopped; or (ii) a defense was filed and the due

collaterals were deposited in court; (vii) (i) filing a proposal for

court-supervised or out-of-court reorganization by any direct or

indirect subsidiary, by the Issuer, regardless of the granting of the

request; (ii) granting of court-supervised reorganization or

preparation of out-of-court reorganization plan by any direct or

indirect subsidiary, by the Issuer; (iii) self-bankruptcy filing or

bankruptcy filing by third parties in the face of any direct or indirect

subsidiary, by the Issuer, not elided within the legal term through

the elusive filing mentioned in the sole paragraph of article 98 of

the Bankruptcy Law; and (iv) filing for bankruptcy and/or

insolvency of any direct or indirect subsidiary by the Issuer; (viii)

merger (including merger of shares), merger or split of the Issuer,

unless, pursuant to article 231 of the Corporations Act: (i) such

corporate change is previously approved by Debenture Holders

holding at least two thirds (2/3) of the Outstanding Debentures (as

defined below); or (ii) if the Debenture Holders are guaranteed the

right of redemption for a period of six (6) months from the date of

publication of the minutes of the meetings that resolve on the

corporate events listed above, and, in the event of item (ii), the

spun-off party or the company resulting from the merger or merger

will be jointly and severally liable for the redemption of the

Debentures, as applicable; (ix) merger (including merger of

shares), merger or split of Guarantor, provided that it results in

transfer of controlling interest of Guarantor, unless: (i) such

corporate change is previously approved by Debenture Holders

holding at least two thirds (2/3) of the Outstanding Debentures (as

defined below); or (ii) if the Debenture Holders are guaranteed the

right of redemption for a period of six (6) months from the date of


corporate events listed above; (x) declaration and/or payment by

the Issuer of dividends (excluding the minimum mandatory

dividend provided for in article 202 of the Corporations Act),

interest on shareholders' equity (“JCP”), redemption of shares or

any other payment to (i) if, considering such payment, pro forma

as if it had been made on the date of its previous verification, the

Financial Indexes (as defined below) or New Financial Indexes (as

defined below) are not complied with, as applicable, required on

such prior verification date; or (ii) if the Issuer is in breach of any

of its obligations set forth in this Indenture; (xi) reduction of the

Issuer's share capital (in its monetary expression), and/or

repurchase by the Issuer of its own shares representing its capital,

after the Issuance Date, for its subsequent cancellation, in an

amount exceeding ten percent (10%) of the average shareholders'

equity calculated in the Issuer's available consolidated financial

statements for the last four (4) quarters of the date of the event,

except if (i) the transaction was previously approved by Debenture

Holders representing at least two thirds (2/3) of the Outstanding

Debentures (as defined below), at the General Meeting of

Debenture Holders (as defined below) convened for this purpose;

or (ii) after such reduction and/or repurchase, the Issuer, as the

case may be, presents consolidated cash in an amount equal to

or greater than five hundred million reais (R$500,000,000.00); (xii)

non-compliance with the following quarterly financial

limits and indexes, taking into account the Issuer's quarterly

financial statements ("ITR") and the Issuer's annual standardized

financial statements ("DFP"), on a consolidated basis and in

accordance with the principles of generally accepted in Brazil, to

be verified quarterly, with the first calculation for the quarter ending

September 30, 2019, being annualized, when applicable, by

adding the quarter in question to the three immediately preceding

quarters ("Financial Indexes"): 1) The quotient of the division of

Net Financial Debt (as indicated below) at the end of each fiscal

year by EBITDA (as indicated below) of the last twelve (12)

months shall not exceed three and fifty hundredths (3.50); and 2)

the quotient of the division of EBITDA (as indicated below) by the

Financial Income (as indicated below), both for the last twelve (12)

months, shall not be less than one and seventy-five hundredths

(1.75);


entitled to payment of conventional interest corresponding to one

hundred and eight percent (108.00%) of the accumulated variation

of the average daily rates of Interbank Deposits - DI for one day,

"group extra over," expressed as annual percentage, based on

two hundred and fifty-two (252) business days ("DI Rate"),

calculated and disclosed by B3, in the Daily Bulletin, available at

its website on the internet (http://www.b3.com.br) (“DI Rate”). The

Conventional Interest shall be exponentially and cumulatively

calculated, pro rata temporis for the business days elapsed,

incident on the Unit Par Value or on the balance of the Unit Par

Value, as the case may be, of the Debentures, as of the Date of

Payment of Capital (including) or the Date of Payment of the

Conventional Interest (as defined below) immediately preceding

(including), as the case may be, until the date of its actual payment

(excluding) ("Conventional Interest" or "Compensation"). The

Conventional Interest shall be paid semi-annually on March 20

and September 20 of each year, with the first payment occurring

on March 20, 2020, and the last on the Maturity Date (each a "Date

of Payment of the Conventional Interest").

As they are considered relevant, there are descriptions of relevant characteristics of the issuance

of Agribusiness Credit Rights Certificate issued by Unidas Agro Locação de Veículos S.A., a

subsidiary of the Company. Capitalized terms not defined in the table of each issue will have the

meanings assigned to them in the respective Agribusiness Credit Rights Certificate ("CDCA") and

the 17th Single Series Agribusiness Receivables Certificates Securitization Term Issuance of Eco

Securitizadora de Direitos Creditórios do Agronegócio S.A. ("Securitization Term")

CDCA DE EMISSÃO DA UNIDAS AGRO LOCAÇÃO DE VEÍCULOS S.A.

Securities Agribusiness Credit Rights Certificate.

Identification of the security CDCA linked to the 17th Single Series Agribusiness Receivables

Certificates Securitization

Term Issuance of Eco Securitizadora de Direitos Creditórios do

Agronegócio S.A.

Issuance Date December 2, 2019

Maturity Date December 17, 2026

QUANTITY (UNITS)

N.A.


one hundred and twenty-five million Reais (R$125,000,000.00)

Outstanding debt balance one hundred and twenty-five million Reais (R$125,000,000.00)

Restriction on outstanding

shares

N.A.

Convertibility N.A.

Fiduciary Agent N.A.

Number of Individual Holders on

09/30/2019

N.A.

Number of Legal Entity Holders

on 09/30/2019

N.A.

Number of Institutional Investors

Holders on 09/30/2019

N.A.



redemption value

Unidas Agro Locação de Veículos SA ("Issuer"), a subsidiary of

the Company, shall carry out the Compulsory Early Redemption

of the CDCA and, consequently, the Eco Securitizadora de

Direitos Creditórios do Agronegócio S.A. of the Agribusiness

Receivables Certificates ("Eco" and "CRA ", respectively) will

perform the Early Redemption of CRA, in the following cases: (i) if

the total or partial invalidity or ineffectiveness of the CDCA is

declared; (ii) if any of the material provisions of the CDCA are

declared by court order to be invalid, void or unenforceable

provided that it is not reversed within ten (10) Business Days of

the declaration; (iii) if there is a cancellation of the registration of a

publicly held company (Category A) of the Company

("Accommodation Party") with the CVM and/or the listing of

Accommodation Party shares in B3, except if the Accommodation

Party's shareholders are granted shares, certificate shares and/or

equity instruments, admitted to trading on B3 and/or another

organized securities market, as a result of operations that do not

result in the transfer of Control, directly and/or indirectly, of the

Issuer and/or the Accommodation Party, pursuant to article 254-A

of the Corporations Act, which results in the termination of Mrs.

Luis Fernando Memoria Porto and/or Sérgio Augusto Guerra de

Resende (directly and/or through investment vehicles) of the

Controlling Group; (iv) there is no agreement on the Substitute

Rate under Clause 5.4 of the CDCA; and (v) in the event of non-

Recomposition of the Credits as provided for in Clause 7 of the

CDCA and Clause 6.1 of the CRA Securitization Term. The Issuer

may, at its discretion, carry out the Optional Early Redemption of

the CDCA and, consequently, the Early Redemption of the CRA,

without prejudice to other hypotheses of redemption provided for

in the CDCA: (i) upon payment of the Redemption Amount, plus

premium, pursuant to Clauses 6.4.1. and following of the

Securitization Term; and (ii) upon payment of the Redemption

Amount, without premium payment, if any, pursuant to Clause

15.2 et seq. of the CDCA, (a) the occurrence, on the payment of

the Par Value or compensation of the CDCA and/or CRA, new

taxes not levied at the time of issuance of the CDCA; and/or (b)

the increase of applicable tax rates on the payment of the Par

Value or remuneration of the CDCA and/or CRA, considering rates

already levied at the time of issuance of the CDCA; and/or (c)

revocation of exemption or increase of tax rates on income earned

by the Issuer, in effect at the time of issuance of the CDCA; and

(d) the need for the Issuer to withhold or deduct from taxes made

under the CDCA any taxes. In such cases, the Redemption

Amount, which means the Par Value, or its balance, as the case

may be, plus any Remuneration due and unpaid, and any Late

Charges due by Eco, incurred up to the respective calculation

date, shall be paid in national currency, as set forth in this CDCA.

In addition, the Issuer may, at its sole discretion, make the CDCA,

and, consequently, CRA Early Redemption Offering at any time.

To make the Early Redemption Offering, the Issuer shall send the

Early Redemption Offering Notice (a) to Eco, with a copy to the

Fiduciary Agent, while the CDCA is linked to the CRAs; or (b) to

all CRA Holders, without distinction, ensuring equal conditions to

accept or not the redemption of CRA held by them, at least 30

days prior to the redemption date, informing that it wishes to carry

out the CRA redemption, whose communication must contain at

least: (i) the proposed value for the CRA redemption; (ii) the

redemption date, which shall not exceed sixty (60) days from the

date of dispatch of the Early Redemption Offering Notice; (iii)

mention that the total amount to be paid by the Issuer as

redemption shall correspond to the Redemption Amount, plus any

redemption premium, which may be offered to CRA Holders at the

Issuer's discretion; (iv) that the effective Early Redemption of

CRAs by Eco is subject to the adhesion of at least ninety-five

percent (95%) of CRA Holders in Circulation to the Early

Redemption Offering, and that, in the event of ninety-five percent

(95%) of Outstanding CRA Holders, the remaining five percent

(5%) will be subject to mandatory CRA Early Redemption,

pursuant to the respective Early Redemption Offering; (v) the form

and deadline for CRA Holders to comment on the Early

Redemption Offering, which may not exceed fifteen (15) days from

the date of dispatch of the notice; and (vi) other information

relevant to the CRA redemption.



securities

The CDCA may be amended, without the need for any corporate

resolution of the Issuer or Creditor, approval or authorization of

the Creditor and/or Trustee and/or approval by the CRA holders

meeting: (i) when such change arises solely from the need to

comply with the requirements of compliance with legal, regulatory

or CVM, Brazilian Financial and Capital Markets Association, B3

or other competent Authorities; (ii) when a material error is

verified, whether it is a gross error, typing or arithmetic error; (iii)

as a result of update of the Issuer's and the Creditor's registered

data, such as change to the corporate name, address and

telephone number, among other changes, as long as there is no

additional cost or expenses for the CRA Holders. and (iv) in cases

expressly provided for and authorized under this CDCA, including

on account of (a) change in Par Value and Disbursement Amount;

and/or (b) occurrence of Recomposition of Collateral Credit;

and/or (c) corporate operations previously authorized in this

CDCA, resulting from the transfer of Control, direct and/or indirect,

of the Issuer and/or Accommodation Party, pursuant to article 254-

A of the Corporations Act, which does not result in the termination

of Mrs. Luis Fernando Memoria Porto and/or Sérgio Augusto

Guerra de Resende (directly and/or through investment vehicles)

of the Controlling Group; Notwithstanding the foregoing, any

amendment to this CDCA shall be informed by the Issuer to the

Fiduciary Agent within five (5) Business Days of its signature.

Characteristics of securities The issuance of the CDCA is guaranteed by the Companhia de

Locação das Américas. The CDCA's collateral is comprised of

CDCA-linked Collateral Credits arising from Vehicle Rental

Agreements, free and unencumbered by any burden, except the

Pledge, entered into by the Issuer with Rural Producers, for the

exercise of its agricultural activity.

The Par Value is not monetarily corrected. The CDCA is entitled

to remuneration, every six months, on the Par Value, or its

balance, as the case may be, equivalent to up to one hundred and

eight percent (108%) of the accumulated DI Rate variation,

expressed as a percentage per year, based on two hundred and

fifty-two (252) Business Days, calculated exponentially and

cumulatively pro rata temporis for Business Days elapsed from the

First Payment Date or the last Remuneration Payment Date, as

the case may be, to the date of its effective payment, according to

the formula described in the CDCA.

The Accommodation Party has provided the Accommodation,

which became the joint and several debtor and the principal payer,

together with the Issuer, Eco, in respect of the performance of the

guaranteed obligations contained in the CDCA, waiving the

existence of any existing benefit between the Issuer and the

Accommodation Party. The Accommodation becomes effective on

the CDCA Payment Date and will remain valid as long as any

obligations under the CDCA persist, and will be immediately and

automatically terminated upon full compliance.

Additionally, the Issuer constitutes, in favor of Eco (or any third

party to whom the CDCA is endorsed, assigned or transferred),

the Pledge, pursuant to article 32 of Law 11.076, on Collateral

Credits, pursuant to the CDCA.

Causes of automatic early maturity of the CDCA include: (i) default

on the part of the Issuer and/or Accommodation Party with respect

to the payment of the amortization of the Par Value or balance of

the Par Value, as the case may be, of the CDCA, Compensation

and/or any other pecuniary obligation related to the CDCA,

provided that it is not solved within the maximum term of two (2)

Business Days from the date of the respective default; (ii) (a)

dissolution, liquidation or termination of the Issuer and/or

Accommodation Party; (b) request for court-supervised or out-of-

court reorganization of the Issuer and/or Accommodation Party,

regardless of the granting of the request; (c) granting of court-

supervised reorganization or preparation of out-of-court

reorganization plan by the Issuer and/or the Accommodation

Party; (d) self-bankruptcy filing or bankruptcy filing by third parties

against the Issuer and/or the Accommodation Party, which is not

excluded within the legal term; and (e) filing for bankruptcy and/or

insolvency of the Issuer and/or Accommodation Party; (iii) Issuer's

transformation from a limited liability company, in under the terms

of the articles 220 to 222 of the Corporations Act, into other

company; and (iv) declaration of early maturity of any debt of the

Economic Group Companies, whose value, individual or

aggregate, is equal to or higher than three percent (3%) of the

Accommodation Party's average shareholders' equity, as

determined in its consolidated financial statements amounts for

the last four (4) quarters of the date of this statement, or equal to

the amounts of debts expected in the event of early maturity of the

Accommodation Party Financial Transactions, whichever is lower.

The following are non-automatic early maturity Events (i) breach

by the Issuer and/or Accommodation Party of any non-pecuniary

obligation provided for in this CDCA that is not regularized within

the specific deadline to remedy such obligation, or, in the absence

of a specific period, within a maximum period of fifteen (15)

Business Days from the date of default; (ii) default of any

obligations arising from loans and financing and/or other financial

obligations to which the Issuer and/or the Accommodation Party

and/or the other Companies of the Economic Group are subject,

which has not been remedied within the respective maturity terms,

whose value, individual or aggregate, is equal to or greater than

three percent (3%) of the Accommodation Party's average

shareholders' equity, as determined based on its consolidated

financial statements for the last four (4) quarters of the date of the

event, or equal to the amounts of debts expected in the event of

early maturity of the Accommodation Party's Financial Operations,

whichever is lower; (iii) alteration of the Issuer's and/or

Accommodation Party's corporate purpose, as provided in the

Issuer's and/or Accommodation Party's bylaws, as applicable, in

effect on the Issuance Date, which results in alteration of the

Issuer's main activity and/or Accommodation Party, namely the

rental of vehicles; (iv) transfer of Control, direct and/or indirect, of

the Issuer and/or Accommodation Party, pursuant to article 254-A

of the Corporations Act, which results in the termination of Mrs.

Luis Fernando Memoria Porto and/or Sérgio Augusto Guerra de

Resende (directly and/or through investment vehicles) of the

Controlling Group; (v) non-compliance with any decision or award,

even if subject to a final appeal, arbitration or administrative

decision, provided that in any case its effects are not suspended

and/or whose judgment has not been guaranteed by any

Company of the Economic Group, condemning or determining, in

all cases, the payment, by the Issuer, by the Accommodation

Party and/or by any of the other Companies of the Economic

Group, whose individual or aggregate value is equal to or higher

than three percent (3%) of the average amount of Accommodation

Party's shareholders' equity, as determined by Accommodation

Party's consolidated financial statements for the last four (4)

quarters of the date of default, or equal to the amounts of debt

expected in the event of early maturity of Accommodation Party's

Financial Transactions, whichever is lower, and is not regularized

within a maximum of five (5) Business Days counted from the

subpoena to comply (a), (b) or (c) above, or within the time period

stipulated in the subpoena, whichever is greater, as the case may

be, upon payment or provision of guarantee in court of said

decision or award; (vi) legitimate protest of securities for whose

payment the Issuer and/or the Guarantor and/or any of the other

Companies of the Economic Group is liable, even if as guarantor,

and whose value, individual or aggregate, is equal to or greater

than three percent (3%) of the average amount of Accommodation

Party's shareholders' equity, as determined by Accommodation

Party's consolidated financial statements for the last four (4)

quarters of the date of the event, or equal to the amounts of debt

expected in the event of early maturity of Financial Operations,

whichever is the lower, unless, within twenty (20) Business Days

of such protest, it is validly evidenced by the respective Company

of the Economic Group, as applicable, that (a) the protest has

been canceled or stopped; or (b) a defense was filed and the due

guarantees were deposited in court; (vii) merger (including merger

of shares), merger or split of Issuer and/or Accommodation Party,

without prejudice to the following transactions, which are hereby

authorized and do not permit opposition: (1) if, pursuant to article

231 of the Corporations Act (a) such corporate change is

previously approved by Eco or any third party to whom the CDCA

is endorsed, assigned or transferred, upon the resolution of CRA

holders who correspond to at least twenty percent (20%) of the

Outstanding CRA; or (b) the CRA Holders are guaranteed the right

of redemption for a period of six (6) months from the date of


corporate events listed above, and, and the CRA holders are

entitled to payment of the Redemption Amount, in the event of

item "(b)", the spun-off party or the company resulting from the

merger or merger will be jointly and severally liable for the

redemption of the CRA, as applicable; or (2) if, from such

corporate transaction, there is no transfer of Control, direct and/or

indirect, of the Issuer and/or Accommodation Party, pursuant to

article 254-A of the Corporations Act, which results in the

termination of Mrs. Luis Fernando Memoria Porto and/or Sérgio

Augusto Guerra de Resende (directly and/or through investment

vehicles) of the Controlling Group; (vii) statement and/or payment,

by the Issuer, of dividends (excluding the minimum mandatory

dividend, set forth in the article 202 of the Corporations Act),

interest on shareholders' equity, redemption of shares or any other

payment to shareholders; (1) in the event that, considering such

payment, pro forma as if it had been made on the date of its

previous verification, the Financial Indexes (as defined in the

CDCA) required on such previous verification date are not

observed; or (2) if the Issuer is in breach of any of its obligations

set forth in the CDCA; (ix) the realization, in an amount greater

than ten percent (10%) of the average shareholders' equity, of the

following operations: (1) reduction of the Issuer's or

Accommodation Party's share capital (in its monetary expression);

and/or (2) repurchase, by the Accommodation Party, of its own

shares representing its capital, after the Issuance Date, for

subsequent cancelation, observing, in both cases, that: (i) the

average shareholders' equity will be calculated in accordance with

Accommodation Party's consolidated financial statements, as the

case may be, which will refer to the last four (4) quarters of the

date of said reduction or repurchase, by Accommodation Party, as

the case may be, as information quarterly consolidated or

consolidated financial statements, as the case may be; and (ii) the

occurrence of the transactions provided for in items (1) and (2) of

this paragraph (ix) will not be considered as a hypothesis of Non-

Automatic Early Maturity Event (from now on, being authorized

and not allowing opposition, if and when performed) when such

operation: involve the Issuer's capital reduction, with delivery of

assets or payment of funds exclusively to the Accommodation

Party and/or companies of its Economic Group; or has been

previously approved by the Creditor, upon resolution of the CRA

holders corresponding to at least twenty percent (20%) of the

Outstanding CRA at a general meeting of CRA holders convened

for that purpose; (x) non-compliance with the following limits and

financial indexes determined by CDCA, taking into account the

Accommodation Party's quarterly financial statements and the

Accommodation Party's annual standardized financial statements,

on a consolidated basis and in accordance with the principles of

generally accepted in Brazil, to be verified quarterly, with the first

calculation for the quarter ending after the disclosure of the

Closing Announcement, being annualized, when applicable, by

adding the quarter in question to the three immediately preceding

quarters: (xi) exclusively in relation to the Issuer and the

Accommodation Party, the non-renewal, cancelation, revocation

or suspension of the authorizations, concessions, permits and

licenses necessary for the regular exercise of its activities that

impacts the Issuer's ability to comply with any of its obligations

contained in the CDCA, unless the request for issuance or renewal

of the overdue authorization, concession, grant, license or grant

within the respective legal term is proven; (xii) proving to be false

or proving to be incorrect or incomplete or misleading any of the

representations or collaterals made by the Issuer and/or

Accommodation Party at the CDCA or other documents related to

the issuance of the CRAs; (xiii) existence of a proven violation by

means of a decision or court decision in the second level of any

provision of any Law or regulation, domestic or foreign, to which

the Companies of the Economic Group are subject, as applicable,

to the practice of corruption or acts harmful to the government,

political parties or private individuals or legal entities, or any other

act with the offer of improper advantage, including, the Anti-

Corruption Laws, by any of the Companies of the Economic

Group; (xiv) downgrading of the Accommodation Party or CRA

rating in effect on the Issuance Date, granted by a Risk Rating

Agency (as defined below), by more than two (2) national ratings

from CRA holders resolution corresponding to at least twenty

percent (20%) of the outstanding CRA, unless the downgrading of

the Accommodation Party or CRA rating is due to a change in the

sovereign or third party rating that is not part of the Companies of

the Economic Group.

Public Offering with Restricted Efforts of Distribution of Common Shares

At a meeting held as of December 8, 2019, the Company's Board of Directors approved a

primary and secondary public offering of 93,808,782 common, registered, book-entry shares

with no par value issued by the Company, ("Shares"), which comprised the (i) primary

distribution of 61,000,000 new Shares issued by the Company, all cleared of any burden or

encumbrances ("Primary Offering") and (ii) secondary of 32,808,782 Shares issued by the

Company and owned by Principal - Gestão de Activos e Consultoria Administrativa e

Financeira, S.A. ("Selling Shareholder" and "Secondary Offer", respectively), and the Shares

distributed and placed under the Secondary Offer are currently free and clear of any burden

or encumbrances, since the Offering Condition (as defined below) was verified.

The Offering consisted of the primary and secondary public distribution of Shares, with

restricted placement efforts, made in the Federative Republic of Brazil (“Brazil”), in an

unorganized over-the-counter market, in accordance with the Brazilian Securities and

Exchange Commission Instruction ("CVM") procedures No. 476 of January 16, 2009, as

amended ("CVM Instruction 476"), of the "ANBIMA Code of Regulation and Best Practices

for the Structuring, Coordination and Distribution of Securities Public Offers and Public

Offers Acquisition Agreement " currently in force, edited by the Brazilian Association of

Financial and Capital Market Entities - ANBIMA (“ANBIMA Code" and "ANBIMA",

respectively) and other applicable regulations, including B3's Novo Mercado Regulation and

Circular Letter 087/2014-DP, issued by the B3, on November 28, 2014 ("Circular Letter

87/2014"), under the coordination Banco Itaú BBA S.A. ("Itaú BBA" or "Lead Coordinator"),

Citigroup Global Markets Brasil, Corretora de Câmbio, Títulos e Valores Mobiliários

S.A. ("Citi"), Banco J.P. Morgan S.A. ("J.P. Morgan"), Banco Bradesco BBI S.A.

("Bradesco BBI"), Banco BTG Pactual S.A. ("BTG Pactual") and XP Investimentos

Corretora De Câmbio, Títulos E Valores Mobiliários S.A. ("XP Investimentos" and,

together with Lead Coordinator, Citi, JP Morgan, Bradesco BBI and BTG Pactual, "Offering

Coordinators"), pursuant to the "Agreement for Coordination, Placement and Firm

Guarantee of Liquidation of Common Shares of Issuance of Companhia de Locação das

Américas", entered into between the Company, the Selling Shareholder and the Offering

Coordinators, as of December 17, 2019, ("Placement Agreement").

Simultaneously, efforts were made to place Shares abroad by Itau BBA USA Securities, Inc.,

Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Bradesco Securities, Inc., BTG

Pactual US Capital LLC and XP Investments US LLC (jointly "International Placement

Agents"): (i) in the United States of America, exclusively for qualified institutional investors,

resident and domiciled in the United States as defined in Rule 144A of the U.S. Securities

Act of 1933, enacted by the U.S. Securities and Exchange Commission of the United States

of America ("SEC"), as amended ("Securities Act"), in negotiations exempted from

registration in accordance with the Securities Act and regulations enacted under the aegis

of the Securities Act; and (ii) in countries other than the United States of America and Brazil,

for investors who are deemed to be non-residents or domiciled in the United States of

America or not incorporated under the laws of that country (non-US persons) pursuant to

Regulation S, published by SEC, under the Securities Act, and subject to the applicable

legislation in the country of domicile of each investor (investors described in items (i) and (ii)

above, jointly "Foreign Investors"), in any case, who invest in Brazil in accordance with the

investment mechanisms regulated by the National Monetary Council, the Central Bank of

Brazil, and/or the CVM, without the need for requesting and obtaining registration of

distribution and placement of Shares into an agency or regulatory agency of the stock market

of another country, including before SEC. The efforts of placement of Shares with Foreign

Investors, exclusively abroad, were implemented under the terms of the Placement

Facilitation Agreement, entered into between the Company, Selling Shareholder, and the

International Placement Agents, as of December 17, 2019, ("International Placement

Agreement").

The Shares held by the Selling Shareholder distributed and placed under the Secondary Offering were pledged in favor of Banco BPI, S.A., Banco Comercial Português, S.A., Novo Banco, S.A. and Caixa Geral de Depósitos, S.A. (collectively, "Creditor Banks"), pursuant to the "Private Instrument of Share Pledge Agreement” entered into by the Selling Shareholder and the Credit Banks on August 9, 2013, as amended from time to time, whereby the Selling Shareholder has pledged, in favor of the Crediting Banks, a first-degree pledge on all common shares issued by the Company and owned by it ("Pledge"), pursuant to Law No. 10.406 of January 11, 2002, as amended, and of Article 6,404 published December 15, 1976, as amended, (“the Corporations Act”) to ensure compliance with certain guaranteed obligations.

As a condition of distribution and placement of Shares under the Secondary Offering and,

consequently, of the effective realization of the Offering, the Selling Shareholder, subject to

the provisions of article 22 of CVM Instruction No. 400, of December 29, 2003, as amended

submitted to the Offering Coordinators, one (1) business day prior to the scheduled Price

per Share date (as defined below), (i) "release term" referring to the Share Pledge

Agreement which contained express authorization from the Creditor Banks, as pledge

creditors, referring to the release of all the common shares issued by the Company and

owned by the Pledge Seller Shareholder, as well as were duly registered with the competent

Registrar of the Registry of Deeds and Documents; and (ii) extract of the Selling

Shareholder's position in the Company, issued by the Bookkeeper (as defined below), with

the release of the Pledge on all Selling Shareholder's common shares, so that the Shares

were, on this date, all free and clear any burden or encumbrances ("Condition of the

Offering").

Given that no partial distribution was allowed under the Offering level and that the Offering

Condition as defined above) were verified and the offering shall be concluded.

Issuance of Shares by the Corporation, within the scope of the Primary Offering, shall be

made to the exclusion of the preemptive right of its current shareholders holding common

shares issued by the Company ("Shareholders"), under the terms of article 172, item I,

Corporations Act and article 6, paragraph 3, of the Company's Bylaws ("Bylaws"), and such

issuance was made within the cap of the authorized share capital to be provided for in the

Company's Bylaws. Subject to the provisions of article 9-A, paragraph 5, of CVM Instruction

476, it was not allowed to negotiate or assign, in whole or in part, the Priority Rights (as

defined below) of the Shareholders to any third parties, including the Shareholders

themselves.

Only the Primary Offering Shares were offered under the Priority Offering, and the

Secondary Offering was not subject to any priority right by Shareholders.

In order to comply with the provisions of article 9-A of CVM Instruction 476 and to ensure

the participation of the Shareholders in the Offering, priority was given for the subscription

of up to the total number of Shares placed through the Primary Offering ("Priority Right").

Therefore, the equity interest in custody positions were taken as base: (i) at the Asset

Custodian of B3; and (ii) at Itaú Corretora S.A., the institution responsible for bookkeeping

and custody of the Company's common shares ("Bookkeeper"): (a) at the end of December

06, 2019 ("First Cut Date"); and (b) at the end of December 12, 2019 ("Second Cut Date").

Shareholders were entitled to Priority Rights on the First Cut Date, in the respective

proportion of their equity interest in the Company's total share capital, calculated according

to their respective ownership interest on the Second Cut Date ("Priority Offering").

Following the fulfillment of the Priority Right, within the scope of the Priority Offering, any

remaining Primary Offering Shares and Secondary Offering Shares were allocated

exclusively to the Professional Investors ("Institutional Offering"), through the Offering

Coordinators and International Placement Agents pursuant to CVM Instruction 476, and

such Professional Investors are not permitted to have early reservations. Under Article 3,

items I and II of CVM Instruction 476, the demand for Local Institutional Investors (as defined

below), within the scope of the Institutional Offering, was limited to a maximum of seventy-

five (75) Local Institutional Investors and the subscription/acquisition of Shares limited to a

maximum of fifty (50) Local Institutional Investors. Such limits were not applicable to

subscriptions by Shareholders within the scope of the Priority Offering and to the demand

and subscription/acquisition by Foreign Investors, subject to any restrictions provided for in

the legislation in force in the country of domicile of each Foreign Investor. The investment

funds and managed portfolios of securities whose investment decisions be taken by the

same manager were considered as a single Local Institutional Investor, pursuant to article

3, paragraph 1, of CVM Instruction 476.

The Price per Share of nineteen reais and fifty cents (R$19.50) were established after the

conclusion of the procedure for the collection of investment intentions with professional

investors, as defined in article 9-A of CVM Instruction No. 539, of November 13, 2013, as

amended ("CVM Instruction 539"), resident and domiciled or headquartered in Brazil ("Local

Institutional Investors" and, jointly with Foreign Investors, "Professional Investors"), to be

held in Brazil by the Offering Coordinators in accordance with the Placement Agreement,

and abroad, with the Foreign Investors, by the International Placement Agents, under the

terms of the Placement Facilitation Agreement, and approved by the Company's Board of

Directors ("Bookbuilding Procedure" and "Price per Share," respectively). The Price per

Share is not indicative of the price which shall remain in the market after the Offering.

Pursuant to article 170, paragraph 1, item III, of the Corporations Act, the choice of the

criterion for determining the Price per Share is justified, insofar as the price of the Shares to

be subscribed/acquired were assessed, using as parameter: (i) indications of interest based

on the quality and quantity of the demand (by volume and price) for Shares collected from

Professional Investors through the Bookbuilding Procedure; and (ii) the quotation of the

common shares issued by the Company at B3; and, therefore, there were no unjustified

dilution of the Company's shareholders. The demands of the Professional Investors were

considered in the Bookbuilding Procedure in accordance with the distribution plan previously

agreed upon by the Company and the Offering Coordinators, under the terms of the

Placement Agreement, and that are in accordance with the Company's purposes in the

realization of the Offering. The Shareholders that adhered exclusively to the Priority Offering

will not participate in the Bookbuilding Procedure and, therefore, they did not participate in

the process of determining the Price per Share.

The realization of the Primary Offering, excluding the shareholders' preemptive right,

pursuant to article 172, item I of the Corporations Act and article 6, paragraph 3, of the

Company's Bylaws, and the granting of Priority Rights to Shareholders, as well as its terms

and conditions, were approved at a meeting of the Company's Board of Directors held on

December 8, 2019, which minute was duly filed with the Commercial Registry of the State

of São Paulo ("JUCESP") under No. 643.319/19-0 as of December 10, 2019, and published in the newspaper "Valor

Econômico" and in the Official Gazette of the State of São Paulo ("DOESP") as of December 10, 2019.

The Price per Share and the Company's actual capital increase, within the limit of the

authorized capital set forth in the Bylaws, as well as the verification and ratification of the

capital increase, were approved at a meeting of the Company's Board of Directors to be held

as of December 17, 2019, the minutes of which shall be duly registered for filing at JUCESP

and published in the newspaper "Valor Econômico" and at DOESP after obtaining its

registration before JUCESP.

The Selling Shareholder's participation in the Secondary Offering was approved at the

Selling Shareholder's Board of Directors meeting held on November 28, 2019, and further

resolution was required for the Selling Shareholder to approve the Price per Share.

There shall be no procedure to stabilize the price of the Shares after the Offering has been

made and, consequently, the price of the Shares in the secondary market of B3 may

fluctuate significantly after the Shares are placed.

We present below the following selected information related to the Offering. For further

information on the Offering, as well as on the procedures for participating in the Offering, see

material facts disclosed by the Company on December 08, 2019 and December 17, 2019:

COSTS OF ALLOCATION

The expenses and costs related to the Offering will be paid exclusively by the Company, and

the commissions and taxes related to the Offering will be paid by the Company and SF 166

Participações Societárias S.A. ("SF 166"), as its own obligation, in substitution to the Selling

Shareholder, in proportion to the Shares actually subscribed/disposed, pursuant to the

Placement Agreement and the International Placement Agreement.

The table below shows the expenses, as well as the taxes of the Offering and the fees

related to the Offering, taking the placement of the total of the Offered Shares within the

Offering:

Expenses and Commissions(1)

Cost

Total(2)(3)

% in relation to the

Total Amount of

Offering(2)(3)

Share

Price(2)(3)

Price Per

Share in % (2)

(3)

(in R$) (in %) (in R$) (in %)

Offering Commissions(6)

Coordination Committee ................................. 7,317,085.00 0.40 0.08 0.40

Placement Commission .................................... 21,951,254.99 1.20 0.23 1.20

Firm Guarantee of Liquidation Commission ..... 7,317,085.00 0.40 0.08 0.40

Incentive Commission5 ..................................... 17,842,500.00 0.98 0.19 0.98

Total Commissions .......................................... 54,427,924.99 2.98 0.58 2.98

Offering Expenses

Taxes and Other Withheld Amounts ................ 5,813,275.88 0.32 0.06 0.32

Auditors Expenses ............................................ 980,000.00 0.05 0.01 0.04

ANBIMA registration fees ................................. 51,640.33 0.00 0.00 0.00

B3 registration fee ............................................ 703,959.07 0.04 0.01 0.04

Expenses with Lawyers and Consultants .......... 3,281,973.71 0.18 0.03 0.18

Other(4) ............................................................. 500,000.00 0.03 0.01 0.03

Total expenses ................................................. 11,330,848.99 0.62 0.12 0.62

Total Commissions and Expenses.................... 65,758,773.98 3.59 0.70 3.59

(1) Expenses to be paid by the Company, together with the commissions and taxes of the Primary Offering. Estimated amounts and, therefore,

subject to change. (2) Based on the Price per Share of R$19.50. (3) The values and percentages presented reflect rounding adjustments so the totals presented may not correspond to the arithmetic sum of the

preceding numbers. (4) Other costs of the Offering to be paid by the Company, including costs incurred by the Offering Coordinators with respect to the presentations

to the investors (roadshow). (5) The Incentive Commission, as described in the Placement Agreement, constitutes a discretionary part of the compensation and shall be paid to

the Offering Coordinators by the Company, using as a parameter, among others, its perception on the performance of the Offering

Coordinators. (6) The percentages indicated are applicable to the total value of the Offering (total number of shares placed multiplied by the Price per Share) and

correspond (a) to the Primary Offering: (i) 2.0% in relation to the Coordination, Placement and Firm Collateral Settlement Committees,

considered together; and (ii) 1.5% in relation to the Incentive Commission; (b) in relation to the Secondary Offer, 2.0% in relation to the

Coordination, Placement and Firm Collateral Settlement Committees, considered together.

In addition to the compensation set forth above, no other shall be retained or paid to the

Offering Coordinators or to the International Placement Agents, either directly or indirectly,

by virtue of or in connection with the Placement Agreement or the Placement Facilitation

Agreement, nor is there any compensation that depends on the Price per Share.

DESTINATION OF THE RESOURCES

Based on the Price per Share of R$19.50, we estimate that the net proceeds from the

Primary Offering, after deduction of expenses, as well as the taxes and commissions related

to the Offering borne by the Company, will be approximately R$1,137,903,290.20.

The net proceeds from the Primary Offering shall be allocated to the growth of the operations

of the Company and/or its subsidiaries, as applicable, through the acquisition of new

vehicles to increase the fleet in the vehicles rental segment (RAC), in order to adapt to

increases in demand for this segment, generating revenue growth and gains in scale; the

acquisition of vehicles related to the new contracts sold for fleet outsourcing (TF); and

improving the technologies used in car rental and sales of used vehicles operations, as well

as improving the quality of services provided to our customers, through the improvement of

employees training and the optimization of internal processes, with the objective of

generating operational efficiency gains and reducing costs; as well as to reinforce the

Company's cash position.

Finally, the Company shall not receive any funds as a result of the Secondary Offering, since

such funds shall be fully reverted to the Selling Shareholders.

The table below summarizes the percentages and estimated amounts of the allocations that

we intend to give to the net proceeds from the Primary Offering after deduction of the

expenses of the Offering, as well as the taxes and commissions related to the Offering:

Purpose

Estimated Percentage

of Net Proceeds Net Estimated Value(1)(2)

(in R$)

Business growth and improvement of technologies used in

vehicle rental and used vehicles sales operations .................. 61.43% 699,013,991.17

Cash Reinforcement ............................................................... 38.57% 438,889,299.03

Total ....................................................................................... 100.0% 1,137,903,290.20

(1) Based on the Price per Share of R$19.50. (2) The net proceeds raised through the Primary Offering, which shall be allocated in accordance with the provisions of this section

"Allocation of Funds", may be used directly by the Company, or indirectly through any of its subsidiaries, as the Company's management deems necessary to comply with the provisions herein.

(3) Considering the payment by the Company of the expenses of the Secondary Offering, which shall also be borne by the Company.

The allocation of the resources of the Primary Offering shall be influenced by the future

conditions of the markets in which we operate, as well as the investment opportunities we

identify, and other factors that we cannot identify at this time. As long as the investments

described above are not realized, in the regular course of our business, the funds raised in

the Primary Offering may be invested in financial investments that we believe are part of our

investment policy, aiming at the preservation of our capital and investments with profile of

high liquidity, such as public debt instruments and fixed income financial investments

retained or issued by first class financial institutions.

If the net proceeds raised by us through the Primary Offering are lower than our estimate,

we will reduce the application of the net proceeds raised above and, in the event that

additional proceeds are required, we may issue other securities and/or contract financing

lines with financial institutions.

Among the main impacts on our equity and results, we believe that the use of funds raised

in the Primary Offering shall result in an increase in our operating activities, increasing our

equity value in proportion to the increase in our revenue and our operating results.

The allocation of resources described above is based on our current analyzes, estimates

and perspectives on future events and trends. Changes in market conditions and the timing

of the allocation of funds may force us to review the allocation of the net proceeds of the

Primary Offering when it is effectively used.

The application of the funds raised in this report depends on several factors that the

Company cannot guarantee that will happen, including the behavior of the market in which

the Company operates, the ability to continue the Company's regular activities, develop new

business, the ability to engage in new projects under acceptable conditions, as well as the

Company's ability to obtain new financing.

CAPITALIZATION

The following table shows the total capitalization of the Company, comprised of loans and

financing, debentures, derivative financial instruments (current and noncurrent liability), and

its shareholders' equity as of September 30, 2019, indicating: (i) actual situation on that

date; (ii) position adjusted to consider the receipt of net proceeds of: (1) R$199.0 million

related to the 14th issue of debentures by our subsidiary Unidas S.A., concluded on

November 18, 2019 and (2) (2) R$ 120.9 million related to an agribusiness receivables

certificate offering (CRA) of the single series of the 17th issue of the Eco Securitizadora de

Direitos Creditórios do Agronegócio S.A. backed by the credits backed by the agribusiness

credit rights certificate issued by the Unidas Agro Locação de Veículos S.A. subsidiary of

the Company, which settlement is expected to December 18, 2019; and (iii) adjusted

position to consider the estimated net proceeds of approximately R$1,137,903,290.20 to be

received by us in connection with the Offering, after deduction of expenses, as well as taxes

and commissions related to the Offering, due by us in scope of the Offering. For more

information, see sections "3 - Selected Financial Information", "10 - Officers' Comments"

and "18 - Securities" of this Reference Form.

The information below, referring to the "Real" column, was taken from the Company's

individual and consolidated Quarterly Information - ITR for the nine-month period ended

September 30, 2019, prepared in accordance with technical pronouncement CPC 21 "Interim

Financial Statement" and with the "International Accounting Standard IAS 34," Interim

Financial Reporting. The investor should read the table below in conjunction with "3 - Selected

Financial Information" and "10 - Officers' Comments" of this Reference Form, as well as with

our interim financial information.

As of September 30, 2019

Real Adjusted (1)

Adjusted

Post Offering (2)

Loans, financing, and debentures

(current liabilities) ............................... 120,431 120,431 120,431

Derivative financial instruments -

(current liabilities) 17,570 17,570 17,570


(noncurrent liabilities) ......................... 4,275,395 4,595,349 4,595,349

Shareholders' Equity .............................. 2,712,689 2,712,689 3,850,592

Total Capitalization(3) ............................ 7,126,085 7,446,039 8,583,942

(1) Adjusted to reflect the receipt of net proceeds of (i) R$199.0 million related to the 14th issue of debentures by our subsidiary Unidas S.A., completed on November 18, 2019; and (ii) R$120.9 million related to the agribusiness receivables certificate (CRA) of the single series of the 17th issuance of Eco Securitizadora de Direitos Creditórios do Agronegócio S.A. Eco Securitizadora de Direitos Creditórios do Agronegócio S.A..

(2) Adjusted to reflect the receipt of net proceeds from the Offering, estimated, after deduction of expenses, as well as taxes and commissions

related to the Offering, due by us under the Offering, in the amount of approximately R$1,137,903,290.20, based on the Price per Share of

R$19.50. (3) Total capitalization corresponds to the sum of loans, financing and debentures and derivative financial instruments (current and noncurrent

liabilities) and shareholders' equity.

Loans, Financing and Debentures and derivative financial instruments (Current and Noncurrent)

hired after September 30, 2019

Other than the 14th issue of debentures by our subsidiary Unidas S.A., already settled, the issuance of the

agribusiness credit rights certificate by the Unidas Agro Locação de Veículos S.A. subsidiary of the

Company, which settlement is expected for December 18, 2019, as evidenced above, since September 30,

2019, there has been no material change in our capitalization.

DILUTION

On September 30, 2019, the value of our shareholders' equity was R$2,712.7 million and

the equity value per common share of our issuance corresponded to R$18.18. This book

value represents the total carrying amount of our assets less the total carrying amount of

our liabilities, divided by the total number of shares as of September 30, 2019. On October

17, 2019, the Company's shareholders approved a split of the common shares issued by

the Company, so that each common share prior to the split was split into three common

shares ("Split"). After the Split, the Company's share capital was divided into 447,729,411

common shares, registered and without par value. The book value per common share of our

issue as of September 30, 2019, adjusted to give effect to the Split, would be R$6.06.

Based on the Price per Share of R$19.50, , and after deduction expenses, as well as taxes

and commissions related to the Offering, due by us under the Offering, our adjusted

shareholders' equity after the Offering would be R$3,850.6 million, representing a value of

R$7.57 per share (adjusted for give effect to the Split). This would mean an immediate

increase in the value of our shareholders' equity per share of R$1.51 to existing

shareholders and an immediate dilution of our shareholders' equity per share of R$11.93 to

new investors who subscribe/acquire Shares within the scope of the Offering. This dilution

represents the difference between the Price per Share paid by investors in the Offering and

the book value per share immediately after the Offering.

The table below shows the dilution per share, based on our shareholders' equity as of

September 30, 2019:

After the Offering

In R$, except percentages

Price per Share(1) .................................................................................................... 19.50

Book value per common share on September 30, 2019(2) ..................................... 6.06

Book value per common share adjusted by the Offering ....................................... 7.57

Increase/Decrease in net book value per common share for Shareholders........... 1.51

Dilution of the book value per common share for the new investors (3) ................ 11.93

Dilution percentage per common share for new investors(4) .............................. 61.18%

(1) Calculated based on the Price per Share of R$19.50. (2) The values shown here have been adjusted to give effect to the Split. (3) For the purposes hereof, dilution represents the difference between the Price per Share and the net asset value per share immediately upon

completion of the Offering. (4) Calculation of the dilution percentage of new investors is obtained by dividing the dilution value of the new investors by the Price per Share.

The Price per Share to be paid by investors in the context of the Offering is not related to the equity value of our shares and was set based on the investment intentions manifested by Professional Investors, considering the quality of the demand (by volume and price), within the scope of the Bookbuilding Procedure.

Stock Options Plans

We currently have two (2) Stock Option Plans and one (1) Incentive Plan ("Plans"). Under

such Stock Option Plans and Incentive Plan, stock options may be exercised call options

and shares granted in benefit of up to 4.0% of the Company's existing shares, as updated

from time to time by new issues, splits, fractionation, or any kind of modification.

The Plans aim to allow our managers and employees, among others, to acquire/receive

our common shares, aiming at aligning shareholders' interests with those of the Plan's

beneficiaries, and thus encouraging them to contribute substantially to our growth.

Furthermore, the Plans aim at attracting high-level managers and employees, with the

prospect of future gains from the valuation of our stocks.

Once the exercise of the option has been informed, the exercise price of the options has

been granted, within the scope of the Stock Option Plans, may be paid by the beneficiary

within 20 business days, from the date of our knowledge of the exercise of the option. The

exercise of the option may be carried out in whole or in part, enabling the beneficiaries to

perform consecutive partial exercises.

In the case of the Incentive Plan, the transfer of lots of shares due by virtue of the end of

a certain vesting period will be carried out within thirty (30) days from the end of the

respective vesting period.

To date, 6,273,640 options had been granted under the Stock Option Plans, however, not

yet exercised.

The table below illustrates the effects of our Plans on our shareholders' equity in the event

of the granting of shares or exercise of the total of the stock of common shares and the

date of this Reference Form at the unit price of R$2.26 (observing that the unit exercise

price under the Incentive Plan is zero):

Before the Offering, adjusted by

the Plans(1) After the Offering

Total number of common shares as of September 30, 2019 (unit) ............... 447,729,411 508,729,411

Book value per common share on September 30, 2019(2) (R$) ..................... 6.06 7.57

Total number of common shares granted under the Plans that are active

(unit) ......................................................................................................... 6,273,640 6,273,640

Unit price of common shares granted under the Plans that are active(3) (R$) 2.26 2.26

Total Unit price of common shares granted under the Plans that are

active(3) (R$) .............................................................................................. 14,168,673 14,168,673

Book value per common share after the exercise of all common shares

options granted under the Plans(2) (R$) ..................................................... 6.01 7.50

Dilution of book value per common share for current Shareholders after

the exercise of all common shares options granted (R$) .......................... 0.05 0.07

Percentage of dilution per common share for current Shareholders after

the exercise of all common shares options granted (3)(%) ......................... 0.87% 0.85%

Dilution of book value per common share for new investors after the

exercise of all common shares options granted under the Plans (R$) ....... - 12.00

Percentage of dilution per common share for new investors after the

exercise of all common shares options granted(4)(%) ................................ - 61.52

(1) Considers the maximum dilution potential as provided for in the Incentive Plan and to be provided for in the Option Plan, which is 4% of the

Company's existing shares, as updated from time to time by new issues, splits, fractionation, or any kind of modification. (2) The values shown here have been adjusted to give effect to the Split. (3) Considers that the fiscal year price of the common shares granted under the Incentive Plan is zero. (4) Result of the split (a) the dilution of book value per common share for new investors after the exercise of all common stock options or shares to

be granted for benefit (b) for R$19.50.

For further information on the Plans and their characteristics, as well as on each of the

existing programs on this date, see sections "13.4 Share-based Compensation Plan of the

Board of Directors and Executive Board appointed pursuant to the Articles of Incorporation"

to "13.8 Information Required for Understanding Disclosed Data in items 13.5 to 13.7” of


Agreement on Restrictions on Sale of Shares (Lock-up)

From December 8, 2019, until the end of the ninety (90) period following such date ("Lock-

up Period"), the Company, the officers and members of the Company's board of directors

and the controlling shareholders (except the Selling Shareholder) will undertake, through

the Placement Agreement and through restrictive dealing agreements with respect to the

Lock-up Shares (as defined below), and all members of the executive board and board of

directors of the Company will undertake, by means of trading restriction agreements relating

to the Lock-up Shares ("Lock-up Instruments"), not to carry out, directly or indirectly, with

respect to the Lock-Up Shares, any of the shares indicated below: (a) to issue (in the case

of the Company), offer, sell, contract the sale, pledge, lend, give as collateral, grant any

purchase option, make any short sale, or otherwise encumber or dispose, directly or

indirectly, or register or cause to be registered under the laws of Brazil or the Securities Act;

(b) to enter into any derivatives transaction or any other agreement that transfers, in whole

or in part, any of the economic consequences of the ownership of the Company's common

shares or securities convertible or exchangeable into common shares of the Company or

other purchase rights on the Company's common shares, whether the transaction is settled

by the delivery of common shares of the Company, other securities, cash, or by any other

means; and/or (c) publicly announce the intent to carry out any transaction specified in items

(a) and (b) above.

For purposes of the Lock-up Instruments, "Shares under Lock-up" are considered any

common share issued by the Company, with no par value held on this date; (ii) any option

or instrument to acquire common shares issued by the Company held on this date; (iii) any

security held, directly or indirectly, on this date that is convertible, exchangeable or that

represents the right to receive common shares issued by the Company; or (iv) any common

share or other security, as the case may be, described in items (i) to (iii) above that may be

deemed to be the property of the sign-ups of the Lock-up Instruments in accordance with

CVM regulations; or any other Brazilian law or standard, and securities that may be issued

under a stock option plan.

The prohibitions listed above do not apply in the case of transfers of the Shares under Lock-

up by the Company, the controlling shareholders of the Company and the officers and

members of the Company's board of directors: (i) arising from donations; (ii) arising from

distributions to a trust in which the person responsible for the distribution or his immediate

family is a direct or indirect beneficiary, as applicable; (iii) to any of its "Affiliates," as defined

in the Securities Act; and (iv) with the express written permission of the Offering

Coordinators and the International Placement Agents (authorization not to be denied without

reasonable cause).

Additionally, in the case of the Company, the prohibitions listed above do not apply in the

case of transfers of the Shares under Lock-up: (i) in the context of a corporate transaction,

provided that the number of Shares under Lock-up to be transferred does not exceed the

maximum limit of twelve million (12,000,000); and (ii) in the context of the granting of call

options under stock options plans currently existing and issuance of shares in the context of

the call options under stock options plans currently in place.

Furthermore, in the case of the controlling shareholders, Mr. Luis Fernando Memory Porto

and Mr. Sergio Augusto Guerra de Resende, the prohibitions listed above do not apply to

the hypothesis of transfer of the Shares under Lock-up due to the execution of any pledge

or fiduciary sale existing thereon on December 8, 2019.

Moreover, in the case of the controlling shareholders, Mr. Luis Fernando Memória Porto,

Mr. Sergio Augusto Guerra de Resende and Mr. Dirley Pignatti Ricci, the prohibitions listed

above do not apply in the event of transfer of the Shares under Lock-up: (i) by virtue of the

cession or execution of any collateral that may fall on them arising from financing obtained

by Mrs. Luis Fernando Memória Porto, Sergio Augusto Guerra Resende and Dirley Pignatti

Ricci as of December 08, 2019, and (ii) resulting from the loan of common shares issued by

the Company for the purpose of rendering services as a market maker, in accordance with

applicable regulations, including CVM Instruction 384.

Additionally, in the case of officers and members of the Company's board of directors,

including Mrs. Luis Fernando Memória Porto and Sergio Augusto Guerra de Resende, the

prohibitions listed above do not apply to the hypothesis of transfer of the Shares under Lock-

up for purposes of sale of the Company's shares received in the context of the stock option

arising from any stock option plan of the Company that is effective on December 08, 2019.

Market Maker

On April 06, 2018, the Company retained BTG Pactual Corretora de Títulos e Valores

Mobiliários S.A. to act as a market maker for its common shares, for the purpose of

promoting the liquidity of the Company's common shares at B3.

19.1 Information on the issuer's stock buyback plans

Date of approval resolution

(Common Shares)

03/19/2017

i. number of planned shares, separated by class and type 2,333,281

ii. percentage of total outstanding shares, separated by class and type 7.256536%

iii. repurchase period 03/19/2017 to

03/18/2018

iv. bookings and profits available for repurchase 17,502,000.00

v. other important characteristics See below.

vi. number of shares acquired, separated by class and type 894,800

vii. weighted average acquisition price, separated by class and type 8.89

Viii. Percentage of shares acquired in relation to the total approved 38.349432%

On March 19, 2017, the Company's Board of Directors approved the "Second Stock buyback Plan", which was rectified at a Board of Directors' meeting held on March 19, 2017. Under this plan, it is provided the acquisition of up to 2,333,281 common shares, registered shares, book-entry debentures, with no par value, issued by the Company. Until the submittal of this Reference Form, the Company had acquired 894,800 shares. They may be used to cover the possible exercise of options under stock option plans or other forms of share-based compensation. On September 30, 2018, the number of treasury shares in this plan remained at 894,800. The Company's objective with said plan is to generate value for shareholders through an appropriate management of its capital structure. BTG Pactual CTVM S.A., with address at Av. Brigadeiro Faria Lima, No. 3477, 14th floor, São Paulo, SP, Nova Futura CTVM S.A., with address at Av. Paulista, No. 1106, cj. 171, São Paulo, Sp, and Merrill Lynch S.A. CTVM, with address at Av. Brigadeiro Faria Lima, No. 3400, 16th floor, São Paulo, SP, acted as intermediaries under this repurchase program. The balance of bookings and profits available for repurchase, related to "investment reserve", refers to December 31, 2016.

Date of approval resolution 10/05/2018

i. number of planned shares, separated by class and type 3,037,432

ii. percentage of total outstanding shares, separated by class

and type

7.31%

iii. repurchase period 10/05/2018 to

04/04/2020

iv. bookings and profits available for repurchase 53,181,000.00

v. other important characteristics See below.

vi. number of shares acquired, separated by class and type 0

vii. weighted average acquisition price, separated by class and

type

0.00

viii. Percentage of shares acquired in relation to the total

approved

0.00%

On October 5, 2018, the Company approved the Company's Third Stock Buyback Program, authorizing the Executive Board of the Company to buy back its shares, to be held in treasury and subsequently disposed of, without share capital reduction, for maintenance in treasury or to meet any exercise of the stock options granted under the Company's Stock Options Plans and Programs. Up to three million, thirty-seven thousand, four hundred and thirty-two (3,037,432) shares may be acquired, corresponding to 7.31% of the total outstanding shares issued by the Company on the market. The approved Program may be carried out in accordance with the convenience of the Company, by decision of its Executive Board, within a period of up to eighteen (18) months as of the present date. The objective of the Company with this plan is to maximize the generation of value for the shareholders and to meet their interests, considering the value of the Company's shares at B3 (former BM&FBovespa). BTG Pactual CTVM S.A., with address at Av. Brigadeiro Faria Lima, No. 3477, 14th floor, São Paulo/SP, Nova Futura CTVM S.A., with address at Av. Paulista, No. 1106, cj. 171, São Paulo, SP, to XP Investimentos, with address in AV. Afonso de Melo Franco, 290 - SL 708, Leblon, Rio de Janeiro, RJ, and Itaú Corretora de Valores S.A., with address at Av. Brigadeiro Faria Lima, 3.500, 3º andar, São Paulo, SP, are acting as intermediary under this buyback program. The balance of reserves and profits available for repurchase, related to "investment reserve", refers to December 31, 2017. .

19.2 - Activity of securities held in treasury

Period ended on 09/30/2019

Shares

Type of share Preferred share class Description of common securities

Activity Quantity (Units) Average Price:

Opening balance 1,152,312

Acquisition 957,700 35.91

Sale (*) 633,578 7.47

Cancellation 0

Final balance 1,476,434

% Outstanding Shares

0.999166%

(*) The shares were sold in the fiscal year ended December 31, 2018, as a result of the exercise of the Company's stock options plan.

Year ended on 12/31/2018

Shares


Activity Quantity (Units) Weighted average price (Reais) Opening balance 1,522,516


Sale (*) 496,604 6.84

Cancellation 0



0.785427%

(*) The shares were sold in the fiscal year ended December 31, 2018, as a result of the exercise of the Company's stock options plan.


Shares


Activity Quantity (Units) Weighted average price (Reais)

Opening balance

1,193,839 -


Sale (*) 566,123 6.23

Cancellation 0 -

Final balance 1,522,516 -


1.880889%

(*) The shares were sold in the fiscal year of 2017 as a result of the exercise of the Company's stock option plan.


Shares


Activity Quantity (Units) Weighted average price (Reais)


Acquisition 0 0.00

Sale (*) 199,461 4.23

Cancellation 0



1.868834%

(*) The shares were sold in the fiscal year of 2016 as a result of the exercise of the Company's stock option plan.

19.3 - Other material information Below, we have the conciliation considering the period from 09/30/2019 to 12/04/2019.

Activity Quantity (Units) Average Price:


1 to 3 split 4,429,302


Sale (*) (127,637) 17.00

Cancellation 0


% Outstanding Shares 2.12%

20.1 - Information on Securities Trading Policy;

Responsible entity and Date of approval Shareholders' General Meeting - 02/27/2012

Related persons Officers, Members of the Board of Directors, Members of the Audit Committee (if installed),

and members of any bodies with technical or consulting functions created by statutory provision, as well as spouses not legally

divorced, companion, or dependent, and subsidiaries of such persons.

Main characteristics and places of consultation

The Company approved, at its annual general meeting and extraordinary general meeting, and ratified, at the meeting of our board

of directors, both held on February 27, 2012, its Securities Trading Policy ("Trading Policy"), which, pursuant to CVM Instruction no.

358, of January 3, 2002 ("CVM Instruction No. 358"), defined the guidelines for the trading of securities issued by it or by related

parties.

Pursuant to CVM Instruction no. 358 and the Company's Trading Policy, the negotiation, provision of investment advisory or

assistance by the Company itself or by related parties, of securities issued by it, from the date on which they become aware of act

or material fact relating to the Company, as defined in CVM Instruction no. 358 until its disclosure to the market. Trading with

securities issued by the Company by related persons on the dates on which the Company trades on its shares is prohibited, based

on any repurchase program approved by the Company's Board of Directors. The Company must inform the related persons in

advance on such dates.

The Company and related parties shall refrain from trading their securities issued by the Company in all periods in which the Investor

Relations Officer has determined a prohibition on trading, subject to prior authorization by the Chairman of the Company's Board of

Directors. The Investor Relations Officer is not required to state the decision to determine the restriction period, which shall be

treated confidentially by its addressees.

The trading restrictions described above do not apply (i) to the acquisition of shares held in treasury, through private negotiation,

linked to the exercise of the purchase option, in accordance with the stock option plan approved by the Company's shareholders

general meeting and any repurchases by the Company of these shares through private negotiation; (ii) the application of variable

compensation, received as profit sharing, in the acquisition of securities issued by the Company; and (iii) negotiations carried out by

investment funds in which the persons related to the Trading Policy are quota holders, provided that they are not investment funds

whose negotiating decisions of the portfolio manager are determined or influenced by said related persons.

For further information, refer to the Trading Policy on the Company's RI website (ri.unidas.com.br) and on the CVM website

(www.cvm.gov.br).

Periods of closure and

description of inspection

procedures

Related parties may not trade securities issued by the Company, regardless of the

determination of the Investor Relations Officer:

(i) in a period of fifteen (15) calendar days prior to the disclosure of the Company's quarterly (ITR) and annual (DFP) information, and the Investors Relations Department shall inform the related persons in advance of the dates for disclosure of such information;

(ii) between the date of the resolution of the competent body to increase the share capital, distribute dividends and pay interest on equity, and the publication of respective notices or announcements;

(iii) as soon as they have access to information regarding the intention of the Company or of the controlling shareholders of the Company to: (a) modify the Company’s share capital by subscribing to new shares; (b) approve a program for the acquisition or sale of shares issued by the Company by the Company itself; or (c) distribute dividends and/or interest on shareholders' equity, stock bonuses or their derivatives or split; and

(iv) the publication of the respective announcements and/or announcements or information.

The Company clarifies that it performs the verification of the fulfillment of the period of

prohibition through daily rate analysis of the shareholdings of the related persons in said

period. Furthermore, this control occurs continuously, even outside the periods of prohibition,

so that any and all shareholding movements of our related persons are reported monthly in

compliance with CVM Instruction 358.

file://///172.20.1.12/BOLETOS_OUTBOX$/Meu%20Drive/Conferência/12%20Dezembro/Dia%2026/www.cvm.gov.br


There is no relevant information to be informed in item 20 of this Reference Form.

21.1 Describe internal standards, regulations or procedures adopted by the issuer to ensure that

the information to be disclosed is publicly collected, processed and reported in a precise and timely

manner.

We have a relevant act and fact disclosure policy ("Disclosure Policy"), prepared pursuant to CVM

Instruction no. 358 and approved at our Extraordinary General Meeting held on October 3, 2011. Our policy

is to establish the rules to be observed by our Investor Relations Officer and other related parties regarding

the disclosure of relevant information and the maintenance of confidentiality regarding relevant information

that has not been disclosed to the public, as described in item 21.2 of this Reference Form, below.

21.2 Describe the disclosure policy of a material act or fact adopted by the issuer, indicating the

channel or communication channels used to disseminate information on relevant acts and facts

and the procedures related to the maintenance of confidentiality regarding relevant information and

the places where the policy can be accessed.

The purpose of our Disclosure Policy is to establish high standards of conduct and transparency, which

must be observed by both our Investor Relations Officer and other related persons identified in the

Disclosure Policy.

Our Disclosure Policy provides as a general rule the immediate communication and simultaneous

disclosure to the CVM, to the Stock Exchanges in which we have our securities traded and to the organized

over-the-counter entities in which we have negotiated securities, of a material act or fact, be made

preferably prior to the commencement or after the closure of business on the stock exchanges in which we

have our securities traded. If there are incompatibility of schedules, the opening hours of the Brazilian

market shall prevail.

The communication of relevant information to the CVM and the Stock Exchanges, according to our

Disclosure Policy, should be made immediately, through an announcement in the news portal in the

worldwide computer network used by the Company, and the advertisement may contain a brief description

of the relevant information, provided that it indicates the Internet addresses where the complete description

of the relevant information should be available, in a content at least similar to that sent to the CVM and the

Brazilian Stock Exchange.

Related parties who have personal knowledge of a material act or fact shall immediately notify in writing

our Investor Relations Officer, the person responsible for communicating to the investing public in general,

to CVM, the organized over-the-counter entities, and the stock exchange, immediately after becoming

aware, of any material act or fact.

Related persons are also bound to the obligation of maintaining confidentiality of the relevant information

to which they have privileged access until their disclosure to the market and to ensure that subordinates

and third parties of their confidence do the same.

Related Persons shall also refrain from discussing relevant information in public places, and shall only

handle issues related to relevant information with those who need to know such information. The obligation

to keep secrecy is assumed by the persons bound through the signing of a document manifesting the

knowledge and adherence to the Disclosure Policy.

Our Disclosure Policy also provides that the relevant information may no longer be disclosed if its disclosure

may jeopardize a legitimate interest on our part. In this case, we may decide to submit to the CVM our

decision to exceptionally keep a relevant information in secrecy, the disclosure of which we believe

constitutes a risk to our legitimate interest. In such exceptional cases, if information not disclosed to the

public loses control, becoming known to persons other than those who originally had access to it, those

who have decided to keep the relevant information confidential, and/or from the public in general and/or in

case it is found that atypical oscillation occurred in the price or quantity of securities traded of our issuance,

the controlling shareholders or managers undertake to, directly or through the Investor Relations Officer,

arrange for immediate said disclosure of such information to CVM and, if the case may be, to the stock

exchanges and general public.

As of the date of this Reference Form, we have not adopted a formal internal procedure to maintain

confidentiality about undisclosed information.

The full version of the Company's Information Disclosure Policy is available at the CVM and the Company

websites: http://www.cvm.gov.br and ri.unidas.com.br, respectively.

21.3 Inform the managers responsible for the implementation, maintenance, evaluation, and

inspection of information disclosure policy.

Our Investor Relations Officer has primary responsibility for communicating and disclosing a material act

or fact involving our Company. It is also the responsibility of the Investor Relations Officer to ensure the

execution and follow-up of the Disclosure Policy.

21.4 Provide other information that the issuer deems relevant.

There is no other relevant information to be described in this item 21 of this Reference Form.

1.0 - Identification of persons in charge - Mziq

Documents

Transcript of 1.0 - Identification of persons in charge - Mziq