Material Fact - Approval for signing an Investment Agreement with Principal Financial Group
Pursuant to § 4 of Article 157 of Federal Law 6,404, dated December 15th, 1976 and according to CVM (Brazilian Securities and Exchange Commission) Rule 358 (“CVM 358”), dated January 3rd, 2002, and in addition to the information to the market released on November 2nd, 2017, BB Seguridade Participações S.A. (“BB Seguridade”) hereby informs that its Board of Directors approved on November 29th, 2017 the entrance of BB Corretora de Seguros e Administradora de Bens S.A. (“BB Corretora”), a wholly owned subsidiary of BB Seguridade, into an Investment Agreement (“Agreement”) with PFG do Brasil 2 Participações Ltda. (“PFG2”), an investee company of PFG do Brasil Ltda. (“PFG”), to jointly act initially in the distribution of private pension plans through a digital insurance broker.
The Agreement that will be signed by BB Corretora and PFG2 provides:
a) the creation of a new company named Ciclic Corretora de Seguros S.A. (“Ciclic”), with initial capital composed by common shares and fully paid in by PFG2;
b) the signing of a Shareholders Agreement, with term until October 27th, 2032, and the increase of Ciclic’s total capital limited to R$27.0 million, of which R$6.8 million paid in by PFG2 and R$20.2 million paid in by BB Corretora, through the issuance of new common and preferred shares, after the approval of the partnership by the regulatory and supervisory authorities; and
c) that after the signing of the Shareholders Agreement and the capital increase of Ciclic, BB Corretora will hold 49.99% of the insurance broker’s common shares and 100.00% of the preferred shares, achieving the economic stake of 74.99%.
The partnership will be submitted to the analysis of the Brazilian Central Bank, the Administrative Council for Economic Defense (“CADE”) and the Ministry of Treasury, and the Agreement can be terminated if the approvals are not obtained.
Further material information will promptly be released to the market.
Brasilia (DF), November 30th, 2017.
Werner Romera Süffert