|Transaction description||Distribution of the new life insurance portfolio in Banco do Brasil’s bancassurance channel (“BB Channel”), as provided in an agreement named Specific Operational Agreement for New Life Insurance Distribution (“Specific Agreement”).|
|Related parties names||BB Corretora de Seguros e Administradora de Bens S.A. (“BB Corretora”), Banco do Brasil S.A. (“BB”), Companhia de Seguros Aliança do Brasil S.A. (“Aliança do Brasil”) and BB MAPFRE SH1 Participações S.A. (“SH1”), as consenting intervening party.|
|Relation between the parties and the Company||BB – Controlling shareholder|
BB Corretora – Controlled company
SH1 e Aliança do Brasil – Affiliated companies
|Contract object||Set the rights and duties of the parties related to the distribution of the new life insurance portfolio for individuals which is developed by Aliança do Brasil and sold by BB Corretora in BB Channel.|
|Terms and conditions of the agreement||The Specific Agreement is part of a major agreement named Operational Agreement for Insurance Operation (“Operational Agreement”), which was signed on November 30th, 2011, and establishes that Aliança do Brasil must pay to BB Corretora a percentage of the premiums written, net of the financial transaction tax (“IOF”), as a commission for the selling of each new life insurance in BB Channel.|
BB is responsible for receiving the premiums paid by the clients and then transfer it to Aliança do Brasil, net of BB Corretora’s commissions. For this banking service, BB is remunerated by Aliança do Brasil through the payment of banking services fees.
The Specific Agreement will be in force for a 5 years term from its signing, automatically extendable for equal and consecutive periods unless one of the parties informs, within 180 days prior to the expiration date, its intention to withdraw.
|Participation of the Counterparty or its Shareholders and Management during the Company’s decision process||The counterparty did not participate of BB Seguridade’s decision, as well as did not act as its representative during the transaction negotiation.|
|Reasons for the Company to conduct the transaction with related and not with third parties.||The Company was not able to conduct the transaction with a third party since the Operational Agreement provides exclusivity between the related parties to develop and distribute life insurance in BB Channel. |
|Description of measures and procedures adopted to assure the arm’s length format of the transaction||All the general conditions of the new life insurance portfolio and the Specific Agreement were analyzed and validated by the technical staffs of BB Seguridade, BB Corretora and Aliança do Brasil and then approved by BB Seguridade’s Executive Board and Related Parties Transactions Commitee as provided in the Company’s Related Party Transactions Policy.|