CVC Brasil Operadora e Agência de Viagens S A : Dados Econômico-Financeiros

Financial Statements

CVC Brasil Operadora e Agência de Viagens S.A. and subsidiaries

December 31, 2023

with Independent Auditor's Report

Statement of the Executive Officers

In compliance with the provisions of item V, of §1, of article 27 of CVM Resolution 80, of March 29, 2022, as amended, the Company's Statutory Officers declare that (a) they have reviewed, discussed and agreed with the financial statements for the fiscal year ended December 31, 2023; and (b) reviewed, discussed and agreed with the opinion presented in the audit report of Ernst & Young Auditores Independentes S.S., issued on March 26, 2024, on the financial statements for the fiscal year ended December 31, 2023, which are being presented.

Fabio Martinelli Godinho

CEO

Carlos Wollenweber

Chief Financial and Investor Relations Officer

MANAGEMENT REPORT

Message from Management

We are pleased to present CVC Corp's operating and financial income (loss) for the fourth quarter of 2023!

This result reflects the evolution of the strategic pillars of the new management: (i) corporate governance, with the return of the Paulus family as a strategic shareholder of the company, combining both knowledge of the tourism market and the capital market; (ii) capital structure, consolidated with the success of the follow-on carried out, we achieved a final funding that exceeded expectations, with demand for the stock five times greater than initially anticipated; (iii) strategy, we are focused on growing the phygital journey, coupling online and offline experiences to provide our clients with an integrated shopping journey. Moreover, we rescued the brand's DNA, focusing on exclusive CVC products, expanding our franchise network to the countryside of Brazil and introducing alternative payment methods to credit cards; (iv) team, with the construction of a leadership team specialized in the tourism market.

We recorded a sales increase in exclusive products, reaching a share of 15.6% in the CVC Lazer segment, accounting for an important growth of approximately 7.0 p.p. in take rate compared to the last quarter of 2022. It is also worth highlighting the 18% increase in exclusive CVC seats compared to the third quarter of 2023. Concurrently, during the second semester of 2023, we recorded a 33% growth in the number of new routes compared to the first semester of the same year.

It is also important to highlight alternative payment methods to credit cards, which have been a priority in our strategy to provide greater convenience to our customers. Among these options, we include: the credit line from Banco do Brasil (BB Realiza), financing through the guarantee of the Anniversary Withdrawal - FGTS, payment through the PicPay platform and a pilot project for travel financing with payroll-deductible loans for civil servants.

After investments and implementations made in 2S23, we achieved significant results in the development of the phygital journey: (i) CVC Chat: provides a faster travel package purchasing experience, with the support of our experts, thus ensuring a customized service and starting to use Artificial Intelligence in customer service; (ii) dynamic budget showcase: We innovated by launching this functionality, a new feature on the market that allows real-time updating of the client journey and enables purchases from anywhere, without the need for a salesperson to be present, thus offering convenience and practicality to our clients; (iii) In September 2023, we had the integration of social media with CRM platforms, marking a significant advance in our strategy. Such integration allows us to offer service via the store's WhatsApp, an extremely effective and convenient approach. As a direct result of said integration, we observed that it contributed 30% of sales in the last quarter, highlighting its positive impact on our commercial operations.

Furthermore, we started our expansion plan, opening a total of 80 new stores throughout 2023, of which 60 were opened in the second semester of the year alone. Regarding same store sales (SSS), we recorded a 20% growth in the fourth quarter of 2023 compared to the same period in 2022. This growth was driven by several strategic initiatives, including a massive marketing investment, the effective recomposition of our sales force, the hiring of exclusive products and the continuous strengthening of our phygital journey. These combined actions have been fundamental in consolidating our position in the market and ensuring consistent and sustainable growth in the long term.

In B2C, even with the number of available seat kilometers (ASK) in the industry remaining stable vs 4Q22, we recorded growth of 21.2% in our confirmed bookings with a take rate increase of

0.6 p.p., driven by the opening of stores and growth in same store sales (SSS). In the B2B segment, we chose to discontinue ticket sales to frequent flyer program members, which resulted in a reduction in sales volume. However, said decision was made to prioritize the operation profitability, where we increased the take rate by 0.4 p.p. Rextur Advance grew 1.2 p.p., from 4.21% in 4Q22 to 5.37% in 4Q23.

Focusing on the profitability of operations, the consolidated take rate at the end of 2023 increased by 0.7 p.p. compared to 2022, reflecting the improvement in this indicator in all business units, B2C, B2B and Argentina. This achievement demonstrates the effectiveness of the measures implemented in each segment.

The constant search to reduce administrative expenses resulted in a reduction of 28.7% compared to the same period in 2022. As a direct result of these efforts, adjusted EBITDA for the fourth quarter of 2023 was R$86.4 million, compared to R$4.2 million in the fourth quarter of 2022. In the year to date, adjusted EBITDA reached R$193.0 million, 94.5% of which refers to the second half of 2023.

Regarding investments in technology in 4Q23, there was a concentration on projects focused on phygital and efficiency gains in internal processes.

Our Net Cash Profit1 recorded a positive result of R$18.8 million. Furthermore, as part of the ongoing effort to improve our capital structure, in November the capital increase resulting from the Subscription Bonus was carried out, resulting in a significant injection of resources into the Company, totaling R$226 million. These resources are extremely important for strengthening CVC Corp's working capital and managing its capital structure, reducing leverage and net debt by R$225 million between consecutive quarters (4Q23 vs 3Q23).

Additionally, in the last three months of 2023, CVC was qualified with the RA1000 seal, reinforcing its protagonism among companies in the tourism sector. The RA1000 seal highlights companies that have excellent service rates on Reclame AQUI. This achievement reinforces CVC's commitment to quality customer service and highlights our commitment to providing positive and satisfactory experiences to our customers in all interactions with the company.

Inflation is following a downward trend in Brazil, causing the monetary tightening cycle during the year to start cooling down, as we can see by the recent reductions in the Selic rate. The lower interest rate, coupled with the recovery of part of the consumer's disposable income, tends to boost the Tourism industry and reduce the cost of accessing the credit market. The decrease in interest rate also reflects directly on the interest on the Company's debt, benefiting the financial income.

1 See Net Profit section

As we reach the end of 2023, we are extremely satisfied with the robust results achieved, which highlights the success of the "back to basics" strategy throughout the second half of the year.

Looking to 2024, in addition to continuing the actions already implemented, we are committed to constantly improving and modernizing the business model of CVC Corp companies. In the coming quarters, we will gradually share details about the transformational projects that will ensure the continuity of over 50 years of excellence in our operations, with the central focus on providing total assistance to our passengers.

Finally, we reiterate our commitment to the profitability of our shareholders, credibility with our stakeholders and promotion of the tourism sector.

A good read,

Fabio Godinho

Consolidated performance comments for 4Q23 and 2023

(The information below compares the following: three-month period ended December 31, 2023 and 2022 (4Q23 and 4Q22, respectively) and the years ended December 31, 2023 and 2022 (2023 and 2022, respectively).

R$ million	4Q23	4Q22	∆		2023	2022	∆
Net Revenue	492.0	321.4	53.1%	1.432.7	1.221.6	17.3%
Cost of services rendered	(139.8)	-	n.a.	(139.8)	-	n.a.
Gross Income	352.2	321.4	9.6%		1.292.9	1.221.6	5.8%
Sales Expenses	(69.6)	(62.1)	12.1%		(304.0)	(243.3)	25.0%
General and Administrative Expenses	(177.9)	(249.3)	-28.7%	(756.4)	(908.4)	-16.7%
Other Operating Revenues/Expenses	(50.4)	73.0	n.a.	(144.2)	96.7	n.a.
EBITDA	54.3	82.7	-34.3%		88.0	165.6	-46.9%
Depreciation and Amortization	(61.7)	(53.4)	15.6%	(218.5)	(203.2)	7.5%
Financial income (loss)	(48.7)	(111.6)	-56.3%	(322.0)	(309.5)	4.1%
Income tax	(18.3)	(14.4)	27.1%	(4.4)	(86.4)	-94.9%
Net Income/Loss	(74.5)	(96.8)	-23.0%		(456.9)	(433.4)	5.4%

Net Revenue

CVC Corp's net revenue totaled R$ 492.0 million in 4Q23, versus R$ 321.4 in the same period of the previous year. In the year to date, CVC Corp's net revenue totaled R$ 1,432.7 million, an increase of 17.3% compared to the same period last year.

Cost of services rendered

In the year, the cost of services rendered line recorded R$ 139.8 million. We now recognize this line in terms of the products in which CVC Corp acts as principal and not as agent.

Gross Income

CVC Corp's Gross Income Revenue totaled R$ 352.2 million in 4Q23, accounting for an increase of 9.6% compared to 4Q22, reflecting B2C and Argentina operations. In B2C, the 11.1% increase is due to better:

1. management of exclusive products,
2. pricing (focus on profitability),

1. mix of products, specially greater share of packages/exclusive products in B2B operation, we reduced our sales volume prioritizing the profitability of the operation, where we increased the take rate by 0.4 p.p. due to the discontinuation of sales to frequent flyer program members, reduction in sales due to the war in Israel, but we avoided financial losses and reduced defaults, owing to the reinforcement in the credit analysis area and collection structure. In the Argentine operation, the 24.8% increase is the result of boardings in the period, mainly in the months of October and November.

Sales expenses

In 4Q23, CVC Corp's Sales Expenses grew 12.1% compared to 4Q22, and the main impacts described below:

1. in Brazil, marketing expenses were higher than in 4Q22, due to higher spending on communication as a result of Black Friday ("CVC Friday Campaign") and the continuation of the "Invasão Amarela" campaign in both online and offline formats;

1. Credit card costs in Brazil, given the increase in the volume of confirmed B2C bookings (+21.2%); (-) AFDA (Allowance for Doubtful Accounts) - greater effectiveness in active billing, improvement in the customer base, better monitoring of franchisee transfers;

1. in the Argentine operation, there was an increase in sales expenses due to a higher volume of credit card payments (recognition upon sale). It is worth highlighting that the restrictions imposed by the government in the form international travel installment payment in the retail operation are still in effect.

General and administrative expenses

General and Administrative Expenses fell by 28.7% when compared to 4Q22, and by 16.7% when compared to 2022, due to greater control of fixed expenses, the main ones being: (i) reductions related to the rationalization of structures and (ii) review of contracts. In addition, in January 2024, a new structural adjustment was carried out in which we had a reduction of approximately 10% in the Company's workforce.

Other Operating Revenues/Expenses registered a negative value of R$ 50.4 million compared to a positive value of R$ 73.0 million in the same period of the previous year (the result of the reversal of provisions for risks arising from past acquisitions, which did not materialize).

In the current quarter, this line was made up of (i) the reduction in VHC Stay's activities, which was restricted to just the Miami operation, with this provision for the write-off of assets impacting this item by R$ 10.3 million; (ii) expenses with refunds and cancellations, still due to the pandemic, R$ 22.5 million and; (iii) expiration of credits granted in accordance with regulations stipulated for the period of the pandemic, R$ 39.6 million (iv) provision set up for contingency in Argentina in the amount of R$54.8 million. In the year to date, this heading was mainly impacted by the impairment of Submarino Viagens in 3Q23 of R$ 77.1 million.

Non-RecurringExpenses amounted to R$ 32.3 million, mainly impacted due to the reduction in VHC Stay operations by R$ 10.3 million, R$ 41.5 million due to the expiry of credits granted and provision set up for contingency in Argentina, as mentioned above.

EBITDA/Adjusted EBITDA

R$ million	4Q23	4Q22	Δ%	2023	2022	Δ%
Adjusted EBITDA	86.4	4.2	n.a.	193.0	72.6	165.8%
Equity in net income of subsidiaries	(0.0)	(0.3)	-98.0%	(0.3)	(0.9)	-69.3%
Non-recurring items	(32.3)	75.6	n.a.	(106.0)	74.6	n.a.
Service Fee - Bank Slip Fee	0.1	3.2	-95.4%	1.3	19.3	-93.2%
EBITDA	54.3	82.7	-34.3%	88.0	165.6	-46.9%

In 4Q23, CVC Corp recorded Adjusted EBITDA of R$ 86.4 million, which includes expenses with bills (reported in the Financial Statements under the heading 'Financial Expenses') and excludes non- recurring items and equity equivalence, growth of R$ 82.2 million vs 4Q22.

The Non-Recurring Items heading refers mainly to the reduction in VHC Stay's activities, the

expiration of credits granted and the provision for contingencies set up in Argentina, as previously explained.

In the year to date, Adjusted EBITDA reached R$ 193.0 million, 94.5% of which refers to the second half of 2023 vs R$ 72.6 million in 2022, growth of R$ 120.4 million between periods.

Financial income (loss)

The Financial Income (loss) totaled R$ 48.7 million in 4Q23. The decrease compared to 4Q22 is mainly due to charges on the amount of advances made in the quarter (R$ 824.1 million as of December 31, 2023 vs R$ 998.6 million as of December 31, 2022), as well as the effects of the reduction in the average Interbank Deposit Certificate (CDI) rate that levied on gross debt, mainly on balance of debentures.

Taxes

As a result of the PERSE Law (Law 14,148/2021), the PIS/COFINS income tax and social contribution rates became zero for revenues accrued in tourism operations in Brazil. However, Executive Order 1202/2023 of December 28, 2023, PIS/COFINS and CSLL have a zero tax rate until March 31, 2024, and IRPJ until December 31, 2024.

In the 4Q23, the amount of R$ 18.3 million shown in this line mainly refers to deferred income tax, related to the Impairment on deferred tax assets in a subsidiary of CVC Corp.

In the year to date, this item recorded a negative amount of R$4.4 million.

Net profit and Net Cash Profit

Cash Net Profit in 4Q23, which reflects the Net Profit reported by the Company, adjusted for depreciation/amortization, investments, reduction of the VHC Stay operation, was positive at R$ 18.8 million, this is an important indicator, which we demonstrated in the reconciliation below.

	R$ million			4Q23		4Q22		Δ			2023			2022		Δ
	EBITDA			54.3		82.7		-34.3%			88.0			165.6		-46.9%
	(+) Depreciation and Amortization	(61.7)	(53.4)	15.6%		(218.5)		(203.2)	7.5%
	Software			(35.2)		(30.7)		14.7%			(138.7)			(115.7)		19.9%
	Acquisition of Subsidiaries			(8.7)		(14.2)		-38.7%			(41.4)			(58.9)		-29.7%
	Others			(17.8)		(8.6)		107.0%			(27.7)			(28.6)		-3.1%
	(+) Financial result	(48.7)	(111.6)	-56.3%		(322.0)		(309.5)	4.1%
	Loss before income tax and social			(56.2)		(82.4)		-31.8%			(452.5)			(347.1)		30.4%
	contribution
	(+) Income tax and social contribution	(18.3)	(14.4)	27.0%		(4.4)		(86.4)	-94.9%
	Net Income/Loss			(74.5)		(96.8)		-23.0%			(456.9)			(433.4)		5.4%
	Net Cash Profit			18.8		(197.6)		n.a.

Comments on the main asset accounts

Consolidated | Assets	12/31/2023		12/31/2022
Total current assets	2,301.4		1,962.4
Total non-current assets	1,729.5		1,955.1
Total assets	4,030.9		3,917.6

	Liabilities and shareholders' equity			12/31/2023			12/31/2022
	Total current liabilities	2,478.3		3,130.4
	Total non-current liabilities	944.7		470.7
	Total shareholders' equity	608.0		316.5
	Total liabilities and shareholders'			4,030.9			3,917.6
	equity