MATERIAL FACT

Brasil Insurance Participações e Administração S.A. ("Company"), a publicly-held company whose common shares are traded on Bovespa's Novo Mercado under ticker symbol BRIN3, in compliance with CVM Rule 358/2002, announces to its shareholders and the market in general that, in accordance with its strategy of growth through acquisition of interest in insurance and reinsurance intermediaries, concluded the formalization of agreement with the acquisition of the control of I.S.M. Corretora de Seguros Ltda. in February 27,2014, hereinafter referred to as "I.S.M", the 52nd brokerage firm of the Brasil Insurance Group.

I.S.M, with head offices in São Paulo is a brokerage firm that has an outstanding performance in the insurance and corporate health plans and transport insurance. Founded 24 years ago, the brokerage currently has more than 4,000 lives insured in its portfolio. I.S.M sells approximately R $ 12 million in annual insurance premiums.

Brasil Insurance will hold 99.90% of the shares representing the capital stock of I.S.M. The acquisition amounts to R$4.1 million, plus four (4) variable annual installments calculated using an earn-out structure based on I.S.M future results. The total acquisition price is estimated at R$ 18 million, of which 40% should be paid in cash and 60% in Brasil Insurance shares.
Since its IPO, the Company invested approximately R$488 million, including future earn-out estimate, in the acquisition of twelve insurance brokerage firms in 2011 (R$192 million), eight in 2012 (R$170 million), five in 2013 (R$ 108 million) and one in 2014 (R$ 18 million).

Pursuant to Article 256, Item I of the Brazilian Corporation Law (Law 6404/1976), the Company will submit this decision to the Extraordinary Shareholders' Meeting to resolve on the matter. Shareholders dissenting from the acquisition of Bens´s will have the right to withdraw from the Company by the book value per share based on the statements of December 31, 2012, amounting to R$5.42. Shareholders of record on February 27, 2014, inclusive, will be entitled to exercise the right to withdraw. Shareholders wishing to dissent must notify the Company of their decision to withdraw within thirty (30) days as of the publication date of the minutes of the Extraordinary Shareholders' Meeting that will resolve on this acquisition.

São Paulo, February 27th, 2014

Miguel Longo Junior
CFO and Investor Relations Officer

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