BR INSURANCE CORRETORA DE SEGUROS SA Material Fact
'BR Insurance Corretora de Seguros S.A.' ('Company' or 'BR Insurance'), in addition to the material facts disclosed on May 25, 2016, November 21, 2016, December 07, 2016, March 09, 2017 and September 01, 2017, in attendance to §4th of Article 153 of Law 6,404/76 and the CVM Instructions n. 358/02 and 565/15, informs that the Company's shareholders approved on this date, at na Extraordinary General Meeting, the Merger of the companies AWF Corretora de Seguros Ltda. ('AWF'), C/S3 Consultoria e Corretagem de Seguros Ltda. ('CS3'), Enesa corretora de Seguros Ltda. ('Enesa'), Itax Consultoria e Corretora de Seguros Ltda. ('Itax'), RD3 Consultoria em Previdência Ltda. ('RD3') and Triunfo Corretora e Administradora de Seguros Ltda. ('Triunfo') by the Company.
The merger of the companies 'AWF', 'Enesa' and 'Triunfo' were approved with no capital increase, without the issuing of new shares, eliminating the investments of the Company in the subsidiaries with the direct absorption of their respective assets and liabilities.
The merger of the Companies 'CS3', 'Itax' and 'RD3'were approved by a process of replacement of shares, resulting in a capital increase through the issuing of new common shares of the Company that will be attributed to the other holders of the subsidiaries according to the replacement ratio defined in the Appraisal Reports with basis on the discounted cash flow criteria elaborated by a specialized and independent company.
Furthermore, the mergers will not result in any changes to the Company's Bylaws not providing any withdrawal rights to dissident shareholders, respecting the withdrawal rights to minority shareholders of the merged companies, in the terms of the article 1,077 of the Civil Code.
The Investor Relations area is available to clarify any existing doubts.
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São Paulo, December 15, 2017.
Stephanie Helena Jerg Fazis
Investor Relations Officer and Chief Financial Officer
Brasil Insurance Participações e Administração SA published this content on 15 December 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 15 December 2017 20:49:10 UTC.
Original documenthttp://ir.brasilinsurance.com.br/conteudo_en.asp?idioma=1&tipo=62393&conta=44&id=251022
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