LOCALIZA RENT a CAR SA Version: 14
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Localiza Rent a Car S.A. Reference Form 2012 Version 14 May 21, 2013 Reference Form - 2012 - LOCALIZA RENT A CAR SA Version: 14 Contents onteCn 1. Persons responsible for this form 1.1 - Declaration and Identification of the persons responsible for this form 1 2. Independent auditors 2.1/2.2 - Identification and compensation of Auditors 2 2.3 - Other relevant information 4 3. Selected financial information 3.1 - Financial information - Consolidated 5 3.2 - Non-accounting measurements 6 3.3 - Events subsequent to the latest financial statements 9 3.4 - Profit sharing policy 10 3.5 - Distribution of dividends and retention of profit 12 3.6 - Declaration of dividends from retained earnings or reserves 13 3.7 - Level of indebtedness 14 3.8 - Obligations according to the nature and term 15 3.9 - Other relevant information 16 4. Risk Factors 4.1 - Description of risk factors 17 4.2 - Comments on expected changes in exposure to risk factors 22 4.3 - Non-secret material court, administrative or arbitration proceedings 23 4.4 - Non-secret court, administrative or arbitration proceedings in which opposing parties are officers, former 32 officers, controlling shareholders, former controlling shareholders or investors 4.5 - Secret material proceedings 33 4.6 - Non-secret and jointly material repetitive or connected court, administrative or arbitration proceedings 34 4.7 - Other material contingencies 39 4.8 - Rules of the country of origin and country in which securities are held in custody 40 5. Market Risk 5.1 - Description of main market risks 41 Reference Form - 2012 - LOCALIZA RENT A CAR SA Version :14 Contents onteCn 5.2 - Description of market risk management policy 45 5.3 - Significant changes in main market risks 52 5.4 - Other relevant information 53 6. Issuer Historic Track Record 6.1 / 6.2 / 6.4 - Establishment of issuer, period of duration and date of registration with the Brazilian Securitie Commission 54 6.3 - Brief history 55 6.5 - Main corporate events occurred at the issuer’s, subsidiaries’ or associates’ 57 6.6 - Information on claim for bankruptcy grounded on material amount or court or out of court recovery 58 6.7 - Other relevant information 59 7. Issuer’s Activities 7.1 - Description of the activities of the issuer and its subsidiaries 60 7.2 - Information on operation segments 67 7.3 - Information on products and services related to operation segments 68 7.4 - Customers accounting for more than 10% of total net revenues 80 7.5 - Material effects of local government regulations on activities 81 7.6 - Material revenues from overseas operations 83 7.7 - Effects of foreign regulations on activities 84 7.8 - Material long-term relationships 85 7.9 - Other relevant information 89 8. Group 8.1 - Description of the Group 90 8.2 - Organization chart of the group 92 8.3 - Restructuring operations 93 8.4 - Other relevant information 94 9. Material assets 9.1 - Material non-current assets - other 95 9.1 - Material non-current assets / 9.1.a – Property, plant and equipment 96 Reference Form - 2012 - LOCALIZA RENT A CAR SA Version :14 Contents onteCn 9.1 - Material non-current assets / 9.1.b – Patents, trademarks, licenses, concessions, franchises and 97 technology transfer agreements 9.1 - Material non-current assets / 9.1.c – Interest in companies 101 9.2 - Other relevant information 104 10. Officers’ comments 10.1 - Financial and equity general conditions 105 10.2 - Operating and financial results 126 10.3 - Events occurred and expected with material effects on the financial statements 146 10.4 - Significant changes in accounting practices – Restriction notes and emphases in auditor’s opinion 148 10.5 - Critical accounting policies 151 10.6 - Internal controls related to preparation of the financial statements –Degree of effectiveness and 157 deficiency and recommendations included in the auditor’s report 10.7 - Allocation of funds of public offerings and eventual deviations 159 10.8 - Material items not evidenced in the financial statements 160 10.9 - Comments on items not evidenced in the financial statements 161 10.10 - Business plan 163 10.11 - Other factors with material influence 166 11. Projections 11.1 – Disclosed projections and assumptions 167 11.2 - Follow-up and changes of disclosed projections 168 12. Shareholders’ meeting and management 12.1 - Description of management structure 170 12.2 - Rules, policies and practices related to general meetings of shareholders 177 12.3 - Dates and publication newspapers of information required by Law 6404/76 181 12.4 - Rules, policies and practices related to the Board of Directors 182 12.5 - Description of arbitration clause for resolution of conflicts 183 12.6 / 8 - Structure and professional experience of management and Audit Committee 184 12.7 - Structure of statutory committees and of audit and finance committees, and compensation of members 187 12.9 - Marital relationships, common law marriage or kinships up to 2nd degree of officers of issuer, 190 subsidiaries and controlling shareholders Reference Form - 2012 - LOCALIZA RENT A CAR SA Version :14 Contents onteCn 12.10 - Reporting, service rendering or control relationships among officers and subsidiaries, controlling 191 shareholders and others 12.11 - Agreements, including insurance policies, for payment or reimbursement of expenses borne by 192 officers 12.12 - Other relevant information 193 13. Compensation of Officers 13.1 - Description of compensation policy or practice, including outside executive officers 197 13.2 - Total compensation of the board of directors, executive board and audit committee 201 13.3 - Variable compensation of board of directors, executive board and audit committee 204 13.4 - Share-based compensation plan for members of the board of directors and executive board 205 13.5 - Interests in shares, membership units and other convertible securities held by officers and members 211 of fiscal council – by body 13.6 - Share-based compensation of the board of directors and executive board 212 13.7 - Information on outstanding options held by members of the board of directors and executive board 214 13.8 - Options exercised and shares granted related to share-based compensation of the members of 216 the board of directors and executive board 13.9 - Information necessary for understanding data disclosed in items 13.6 through 13.8 - Method for 217 pricing the value of shares and options 13.10 - Information on pension plans granted to the members of the board of directors and executive board 218 13.11 - Maximum, minimum and average compensation of the members of the board of directors , executive 219 board and members of the audit committee 13.12 - Mechanisms of compensation or indemnification for management in the event of removal or retirement 220 13.13 - Percentage of total compensation retained by officers and members of the fiscal council who are 221 parties related to the controlling shareholders 13.14 - Compensation of management and members of the audit committee, grouped by body, received 222 for any reason other than for the position they hold 13.15 - Compensation of management and members of the audit committee recorded in the results 223 of direct and indirect controlling shareholders, companies under common control and subsidiaries of the issuer 13.16 - Other relevant information 224 14. Human resources 14.1 - Description of human resources 225 14.2 - Relevant changes - Human resources 226 14.3 - Description of employee compensation policy 227 Reference Form - 2012 - LOCALIZA RENT A CAR SA Version :14 Contents onteCn 14.4 - Description of relationships between issuer and unions 232 15. Control 15.1 / 15.2 – Shareholding composition 233 15.3 - Capital Distribution 234 15.4 – Organizational chart of shareholders 235 15.5 - Shareholders’ agreement filed at issuer’s registered office or to which the controlling shareholder is party 236 15.6 - Material changes in interests held by members of the controlling shareholders group and officers of the issuer 237 15.7 - Other relevant information 238 16. Transactions with related parties 16.1 - Description of issuer’s rules, policies and practices for executing transactions with related parties 239 16.2 - Information on transactions with related parties 240 16.3 - Identification of measures taken to deal with conflicts of interest and demonstrationof the strictly 242 commutative nature of the terms agreed upon or adequate compensatory payment 17. Capital 17.1 - Information on the share capital 245 17.2 - Increases of the share capital 246 17.3 - Information on stock splits, reverse stock splits and stock bonuses 247 17.4 - Information on capital reductions 248 17.5 - Other relevant information 249 18. Securities 18.1 - Rights associated with the shares 250 18.2 - Description of rules in the articles of incorporation that restrict the relevant shareholders voting right or 251 that oblige them to execute a takeover 18.3 - Description of exceptions and suspension clauses related to equity or political rights prescribed in the 255 articles of incorporation 18.4 - Trading volumes and highest and lowest quotations of securities 256 18.5 - Description of other securities issued 257 18.6 - Brazilian markets on which securities are listed for trading 260 Reference Form - 2012 - LOCALIZA RENT A CAR SA Version :14 Contents onteCn 18.7 - Information on class and type of security listed for trading on foreign markets 261 18.8 - Public offers for distribution performed by the issuer or by third parties, including controlling 262 shareholders and subsidiaries and associates, related to issuer’s securities 18.9 - Description of public offerings for acquisition made by the issuer with respect to shares issued by third parties 263 18.10 - Other relevant information 264 19. Repurchase plans/treasury 19.1 - Information on plans for repurchase of issuer’s shares 265 19.2 – Balance of securities held in treasury 266 19.3 - Information on securities held in treasury at the end of the last reporting period 267 19.4 – Other relevant information 268 20.