Material Fact: Third Issue of Debentures

Public Company

Corporate Taxpayer ID (CNPJ/MF) 60.840.055/0001-31 Company Registry (NIRE) 35 3 00197534

FLEURY S.A. ("Company"), in compliance with CVM´s Instruction 358 of January 3, 2002, as amended, informs to its shareholders and the market in general that, on November 16th 2017, the Company's Board of Directors approved the third issue of ordinary debentures, not convertible into shares, single series and unsecured ("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 of 30,000 (thirty thousand) Debentures, all nominative, book- entry with par value of R$10,000.00 ("Par Value"), totaling, in the issuance date of the Debentures ("Issuance Date"), R$ 300,000,000.00 (three hundred million Reais). The maturity period will be five years term counting from the Issuance Date, subject to the terms to be set forth in the "Deed Private Instrument of the third Issuance of Ordinary Debentures, Not convertible into shares, Single Series, Unsecured Type, for Public Distribution with Restricted Distribution Efforts, of Fleury SA" ("Issuance Deed").

The Debentures will be amortized in two (2) annual installments, being: (i) the first payment, corresponding to 50% (fifty percent) of the amount due in the 4th (fourth) year counting from the Issuance Date; and (ii) the last payment, corresponding to 50% (fifty percent) of the amount due in the 5th (fifth) year counting from the Issuance Date.

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 0.49% (forty nine hundredths percent) per year, 252 (two hundred and two) working days basis.

The resources raised by the Company through the Restricted Offer will be used to increase Company's working capital as well as extend its financial liabilities.

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 Third Issuance of Ordinary Debentures, available on the CVM website (www.cvm.gov.br) or on the investor relations website (www.fleury .com.br / ri).