CVC Brasil Operadora e Agência de Viagens S A : Minutes of the Board of Directors´ Meeting - Approval of public offering for the subsequent primary distribution

CVC BRASIL OPERADORA E AGÊNCIA DE VIAGENS S.A.

Corporate Taxpayers' ID (CNPJ/ME) No. 10.760.260/0001-19

Company Registry (NIRE): 35.3.0036759-6 | CVM Code No. 23310

Publicly-held Company

MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS

HELD ON JUNE 14, 2022

1. Date, time and place: June 14, 2022, at 8:00 a.m., by videoconference call, pursuant to Article 17, paragraph 6, of the Bylaws of CVC Brasil Operadora e Agência de Viagens S.A. ("Company").
2. Call: The call was dismissed, as all members of the Board of Directors of the Company were present, pursuant to Article 17, paragraph 2, of the Bylaws of the Company.
3. Attendance: The sitting members of the Board of Directors of the Company, Valdecyr Maciel Gomes (Chairman), Eduardo de Britto Pereira Azevedo (Vice-Chairman), Felipe Villela Dias, Rachel de Oliveira Maia, Sandoval Martins Pereira, Flávio Uchoa Teles de Menezes and Lilian Maria Ferezim Guimarães, were present.
4. Board: Valdecyr Maciel Gomes presided the works and Julia Amadi Soares served as secretary.
5. Agenda: To pass a resolution on: (i) the completion, by the Company, of a public offering for the subsequent primary distribution (follow-on offering) of registered common shares, in book-entry form, without par value, issued by the Company, free and clear of any and all liens or encumbrances ("Shares"), with restricted efforts, pursuant to the Instruction of the Brazilian Securities Commission ("CVM") No. 476, dated January 16, 2009 ("Restricted Offer" and "ICVM 476," respectively), as well as the terms and conditions of the Restricted Offer, including placement efforts abroad through transactions exempt from registration, as provided for in the U.S. Securities Act of 1933 ("Securities Act") and in the regulations enacted under the Securities Act; (ii) the exclusion of the preemptive rights of common shareholders of the Company ("Shareholders") under the Restricted Offer and the granting of priority rights in the subscription of up to all Shares to be placed through the Restricted Offer; and (iii) the authorization to the board of executive officers of the Company to practice all acts required for the completion of the Restricted Offer, including the discussion, negotiation and definition of all terms and conditions that may be applicable to the Restricted Offer, to practice all acts and execute all documents required to effect the Restricted Offer, including contracting with financial institutions and any other service providers related to the Restricted Offer, as well as to ratify all acts already practiced by the board of executive officers of the Company related to the Restricted Offer and its implementation.
6. Resolutions: The Members of the Board of Directors, unanimously and without any reservations or exceptions:

6.1. Approved the Restricted Offer of, initially, 46.500.000 Shares, and the number of Shares initially offered may increase in view of the possibility of placement of Additional Shares (as defined below). The Restricted Offer will be conducted in Brazil, in an over-the-counter market, coordinated by Citigroup Global Markets Brasil, Corretora de Câmbio, Títulos e Valores Mobiliários S.A. ("Citi" or "Lead Coordinator") and Bank of America Merrill Lynch Banco Múltiplo S.A. ("Bank of America," and, together with the Lead Coordinator, the "Coordinators of the Offering"), in accordance with the procedures of ICVM 476 and other applicable regulations, pursuant to the "Agreement for the Coordination, Placement and Firm Guarantee of Settlement of the Common Shares Issued by CVC

Brasil Operadora e Agência de Viagens S.A.," to be entered into by the Company and the Coordinators of the Offering ("Placement Agreement").

1. Approved the simultaneous placement efforts regarding the Shares abroad by Citigroup Global Markets Inc. and BofA Securities, Inc. (collectively, the "International Placement Agents") (i) in the United States of America ("United States"), exclusively with qualified institutional buyers, resident and domiciled in the United States, pursuant to Rule 144A, enacted by the U.S. Securities and Exchange
   Commission ("SEC"), in transactions exempt from registration, as provided for in the Securities Act and regulations enacted under the Securities Act; and (ii) in other countries, except the United States and Brazil, with investors that are considered non-residents or non-domiciled in the United States or not incorporated under the laws of this country (non-U.S. persons), pursuant to Regulation S ("Regulation S"), under the Securities Act, and, subject to the applicable laws of the country of domicile of each investor (investors described in items (i) and (ii) above, collectively, the "Foreign Investors"), and, in both cases, Foreign Investors must invest in Brazil in accordance with the investment mechanisms regulated by applicable Brazilian law, especially, as enacted by the Central Bank of Brazil, the National
   Monetary Council ("CMN") and/or the CVM, including Law No. 4,131/62, or CMN Resolution No. 4,373/2014, and CVM Resolution No. 13/2020, and, to this end, dismissing any registration request and registration for the distribution and placement of the Shares with capital markets agency or regulatory entity of other countries, including the SEC. The placement efforts regarding the Shares with Foreign Investors, exclusively abroad, will be made pursuant to the Placement Facilitation Agreement, to be entered into by the Company and the International Placement Agents ("International Placement Agreement").
2. Approved that, until the date of completion of the Bookbuilding Process (as defined below), including, the number of Shares initially offered may, at the Company's discretion, in mutual agreement with the Coordinators of the Offering, increase by up to 25% of the total number of Shares initially offered, i.e., by up to 11.625.000 new Shares, in the same conditions and at the same price of the Shares initially offered, which will be intended to meet any excess demand that may occur at the time of determination of the Price per Share ("Additional Shares").
3. Approved that the Shares (considering the Additional Shares) will be placed under a firm guarantee settlement regime to be provided by the Coordinators of the Offering, individually and not jointly and severally, based on individual limits and proportions and pursuant to the provisions of the Placement Agreement.
4. Decided that the price per Share ("Price per Share") will be determined after the completion of the procedure for the collection of investment intentions, which will be conducted with professional investors, pursuant to Article 11 of CVM Resolution No. 30/2021, resident and domiciled or headquartered in Brazil ("Professional Investors" and, together with the Foreign Investors, the "Institutional Investors"), in Brazil by the Coordinators of the Offering and, abroad, with Foreign
   Investors, by the International Placement Agents, pursuant to the International Placement Agreement. The Price per Share will be calculated based on: (a) the trading price of the Shares of the Company on the B3 S.A. - Brasil, Bolsa, Balcão ("B3"); and (b) the indication of interest based on the quality and quantity of demand (based on volume and price) collected with the Institutional Investors ("Bookbuilding Process").
5. Decided that the Price per Share and the effective capital increase of the Company under the Restricted Offer, within the limit of the authorized capital, will be approved in a meeting of the Board of Directors to be held after completion of the Bookbuilding Process.

1. 1. Decided that no partial distribution under the Restricted Offer will be permitted and no price stabilization process for the common shares of the Company will occur.
2. Approved the issuance of Shares (including the Additional Shares) to be made with the exclusion of preemptive rights of Shareholders, pursuant to Article 172, item I of Law No. 6,404, dated December 15, 1976, and Article 5, paragraph 8, of the Bylaws of the Company, and the granting of priority rights to Shareholders, to be exercised within five business days, beginning as of the date informed in the material fact about the Restricted Offer to be disclosed by the Company, for the subscription of up to all Shares (considering the Additional Shares), pursuant to Article 9-A of ICVM 476, in order to ensure the participation of the Shareholders in the Restricted Offer, in the respective proportion of the equity interest they hold in the capital stock of the Company, pursuant to ICVM 476.
3. Authorized the Board of Executive Officers of the Company to practice all acts and take all measures required to implement the Restricted Offer, with powers to negotiate, approve and execute any and all agreements, communications, notices, certificates and documents considered needed or appropriate to complete the Restricted Offer, including, for example: (i) the Placement Agreement; (ii) the International Placement Agreement; and (iii) any other documents related to the Restricted Offer or required for its implementation and completion, the placement of the shares in Brazil or abroad and the settlement of the Restricted Offer, as well as the engagement of service providers under the Restricted Offer, including the Coordinators of the Offering, the International Placement Agents, the B3, independent auditors and legal counsel.
4. 1. Ratified all acts already practiced by the Board of Executive Officers of the Company to complete the Restricted Offer.

7. Closing: With nothing further to be discussed, the floor was given to whomever wished to speak and, as no one wished to speak, the works of the meeting were closed and these minutes were drafted, read, approved and signed by all in attendance. Santo André/São Paulo, June 14, 2022. Chairman: Valdecyr Maciel Gomes; Secretary: Julia Amadi Soares. Members of the Board of Directors in attendance: Valdecyr Maciel Gomes (Chairman), Eduardo de Britto Pereira Azevedo (Vice-Chairman), Felipe Villela Dias, Rachel de Oliveira Maia, Sandoval Martins Pereira, Flávio Uchoa Teles de Menezes and Lilian Maria Ferezim Guimarães.

I hereby certify that this is a true copy of the minutes included in the minutes book.

Santo André/São Paulo, June 14, 2022.

JULIA AMADI SOARES

Secretary