Material Fact: Fourth Issue of Debentures

FLEURY S.A.

Public Company

Corporate Taxpayer ID (CNPJ/MF) 60.840.055/0001-31

Company Registry (NIRE) 35 3 00197534

Material Fact

Fourth Issue of Debentures

São Paulo, April 12th 2018 - Grupo Fleury S.A. ("Company"), in compliance with CVM´s Instruction 358 of January 3rd, 2002, as amended, informs to its shareholders and the market in general that, in this date, the Company's Board of Directors approved the fourth issue of ordinary debentures, not convertible into shares, unsecured and in two series ("Debentures") for public distribution with restricted placement efforts, pursuant to CVM's Instruction 476 of January 16th, 2009, as amended ("CVM's Instruction 476" and "Restricted Offer", respectively).

The Restricted Offer will consist in the issuance by the Company of 25,000 (twenty-five thousand) Debentures of the first series ("First Series Debentures") and 25,000 (twenty-five thousand) Debentures of the second series ("Second Series Debentures"), totaling 50,000 (fifty thousand) debentures all nominative, book-entry and with unit face value of R$10,000.00 (ten thousand Reais) ("Unit Face Value"), therefore the amount of each series consisting of R$ 250,000,000.00 (two hundred and fifty million Reais), totaling, in the issuance date of the Debentures, as of April 27th 2018 ("Issuance Date"), R$ 500,000,000.00 (five hundred million Reais). The maturity period of the First Series Debentures will be 3 (three) years and the maturity period of the Second Series Debentures will be 5 (five) years, both of them counting from the Issuance Date, subject to the terms to be set forth in the "Deed Private Instrument of the fourth Issuance of Ordinary Debentures, Not convertible into shares, in Two Series, Unsecured Type, for Public Distribution with Restricted Distribution Efforts, of Fleury S.A." ("Issuance Deed").

The Debentures will be fully amortized in single installments on the respective maturity dates, with the Debentures of the First Series being settled on April 27th, 2021 and the Debentures of the Second Series settled on April 27th, 2023.

The Debentures will be entitled to payment corresponding to 100% (one hundred percent) of the accumulated variation of the average daily rate of DI - Daily interbank deposit rates, "over extra group", expressed in percentage per year, 252 (two hundred and two) working days basis, plus a spread of (i) 0.35% (thirty-five hundredths per cent) per year, basis 252 (two hundred and fifty-two) working days for the First Series Debentures; and (ii) 0.60% (sixtieths hundredths per cent) per year, basis 252 (two hundred and fifty-two) working days for the Second Series Debentures.

The net resources raised by the Company through the Restricted Offer will be used to reinforce Company's cash position.

This document is for information purpose, in accordance with the legislation, and must not be interpreted as a document of Debenture's sales.

More information on the Restricted Offer can be obtained in the minutes of the meeting of the board of directors and in the Deed Private Instrument of the Fourth Issuance of Ordinary Debentures, available on the CVM website (www.cvm.gov.br) or on the investor relations website (www.fleury.com.br/ri).

Viviane Behar de Castro

Investor Relations Officer