News

NOTICE TO SHAREHOLDERS

SHARE CAPITAL INCREASE WITHIN THE AUTHORIZED CAPITAL LIMIT

Closing of the period to exercise the preemptive right and procedures for subscription of shares remaining unsubscribed

Brazil, Rio de Janeiro, July 21, 2017 - Brasil Brokers Participações S.A. ("Company" or "Brasil Brokers"), a publicly-held corporation with common shares traded on B3 Novo Mercado under code BBRK3, referring to the Notice to Shareholders disclosed on June 13, 2017 ("1st Notice"), through which was announced the approval of the increase of the Company‘s share capital ("Capital Increase") within the limit of the authorized capital, hereby announces the following to its shareholders and to the market in general:

1. Capital increase: The Board of Directors of Brasil Brokers, at a meeting held on June 13, 2017, approved the capital increase, within the limit of the authorized capital, pursuant to Article 5, Paragraph 2 of the Company‘s Bylaws. The capital increase will be up to R$70,000,000.00 (seventy million reais), going from the current R$533,662,061.00 (five hundred and thirty-three million, six hundred and sixty-two thousand and sixty-one reais) to up to R$603,662,061.00 (six hundred and three million, six hundred and sixty-two thousand and sixty-one reais), through the private issue of up to 63,063,063 (sixty-three million, sixty-three thousand and sixty-three) new common shares, all registered, book-entry and with no par value, for the price of R$1.11 (one real and eleven centavos) per share issued.

2. Period for the subscription of shares: Those entitled to subscription rights could subscribe for new common shares, all registered, book-entry and with no par value, within the Capital Increase during the period started on June 20, 2017, this date included, and ended on July 19, 2017, this date included ("Subscription Period").

3. Number of shares subscribed: Were subscribed 44,810,054 (forty-four million, eight hundred and ten thousand and fifty-four) common shares, all registered, book-entry and with no par value, issued by the Company, totaling R$49,739,159.94 (forty-nine million, seven hundred and thirty-nine thousand, one hundred and fifty-nine reais and ninety-four centavos) corresponding to 71.05% of all common shares, all registered, book-entry and with no par value, available for subscription within the Capital Increase, as follows:

Shares subscribed with reservation request for the shares remaining unsubscribed (TCS) 44,765,980
Shares subscribed without reservation request for the shares remaining unsubscribed (TSS) 44,074
Total number of shares subscribed (TA) 44,810,054


4. Subscription receipts: The subscriptions received were credited to the subscribers in accordance with the terms and procedures of the Central Depository of Assets of B3 ("Central Depository") and of Banco Itaú S.A., the custodian of the Company‘s shares ("Itaú").

5. Negotiation of subscription receipts: It will not be possible to negotiate the subscription receipts of subscribers who have conditioned their subscription to (1) the subscription of all shares within the Capital Increase; or (2) the subscription of a minimum proportion or number of shares within the Capital Increase, defined at the subscriber‘s own discretion, but which may not be lower than the Minimum Subscription.

6. Auction: Given the existence of a commitment to reach the Minimum Subscription by certain shareholders, as set forth in the 1st Notice, the sale of any unsubscribed share will not be carried out after the procedures of subscription and apportionment of shares remaining unsubscribed, as set forth in Article 171, Paragraph 7, Item "a" of Law 6404, from December 15, 1976, as amended ("Brazilian Corporations Law").

7. Number of shares unsubscribed: Were not subscribed 18,253,009 (eighteen million, two hundred and fifty-three thousand, nine) common shares, all registered, book-entry and with no par value, corresponding to 28.95% of the total number of shares available for subscription within the Capital Increase, as follows:

Maximum number of shares available for subscription 63,063,063
(-) Shares subscribed with reservation request for the shares remaining unsubscribed (TCS) 44,765,980
(-) Shares subscribed without reservation request for the shares remaining unsubscribed (TSS) 44,074
Total Number of Shares Remaining Unsubscribed (TS) 18,253,009

8. Subscription rights of unsubscribed shares: Pursuant to Article 171, Paragraph 7, "b" of the Brazilian Corporations Law, the subscriber who, at the time of subscription, requested a reservation of shares remaining unsubscribed will have the right to subscribe the shares remaining unsubscribed, corresponding to 40.7742866346% of the total number of shares subscribed by it during the period of exercise of the preemptive right. The subscriber who, in the subscription of the shares during the period to exercise the preemptive right, did not request the reservation of shares remaining unsubscribed, will not be entitled to subscribe the shares remaining unsubscribed.

The percentage of rights over the shares remaining unsubscribed that each subscriber who requested the reservation may subscribe was calculated by multiplying the quotient of the division (1) of the number of shares remaining unsubscribed (TS) by the (2) sum of shares actually subscribed during the Subscription Period by all the subscribers who requested the reservation of shares remaining unsubscribed (TCS), as follows:

Total Number of Shares Remaining Unsubscribed (TS) 18,253,009
Shares subscribed by subscribers with reservation request for the shares remaining unsubscribed (TCS) 44,765,980
Percentage of subscription right for the shares remaining unsubscribed (TS/TCS) 40.7742866346%


9. Fractions: The fractions of shares resulting from the exercise of the right to subscribe shares remaining unsubscribed will be disregarded.

10. Inability to transfer the subscription rights for the shares remaining unsubscribed: The transfer of the subscription rights for the shares remaining unsubscribed will be forbidden.

11. Deadline for the subscription of unsubscribed shares: The subscription right for the unsubscribed shares and the right to request the additional shares remaining unsubscribed must be exercised between July 25, 2017 and July 28, 2017 ("Period of Subscription of Unsubscribed Shares").

12. Subscription of unsubscribed shares through Itaú: The subscriber who exercises its right to subscribe shares remaining unsubscribed through Itaú must go to one of the specialized agencies to sign the subscription form, according to the model to be made available by Itaú, and deliver the documentation described in item 21 below.

13. Shares held in Custody: Given the Central Depository‘s operating procedures, shareholders wishing to subscribe shares remaining unsubscribed through their custody agents must do so by July 27, 2017. On July 28, 2017, the subscription of shares remaining unsubscribed may only be carried out by going to one of Itaú’s specialized agencies.

14. Request for additional shares remaining unsubscribed: The subscriber may request, upon the subscription of the unsubscribed shares to which it is entitled, pursuant to item 8 above, an additional number of unsubscribed shares, subject to the availability of shares remaining unsubscribed, so that the number of shares subscribed during the Period to Subscribe for Shares Remaining Unsubscribed may be, in addition, greater than the amount of shares remaining unsubscribed to which each the shareholder is entitled, up to the limit of shares remaining unsubscribed available.

15. Allocation of additional shares remaining unsubscribed: If, after the proportional subscription of shares remaining unsubscribed there are still unsubscribed shares, the subscriptions for additional shares remaining unsubscribed will be met and the unsubscribed shares will be apportioned in accordance with the following rules:

I. Proportion of additional shares remaining unsubscribed. multiplying (i) the number of shares effectively subscribed by the subscriber in question during the period to exercise the preemptive right and during the period to subscribe the shares remaining unsubscribed by (ii) the result of the division of (a) the total number of unsubscribed shares available, (b) the total number of shares effectively subscribed during the period to exercise the preemptive right and during the period to subscribe the shares remaining unsubscribed by all subscribers still interested in the unsubscribed shares, according to the formula below:

TS’ = As’ * (S’/TAs’)

Where:

TS‘ means the total amount of shares remaining unsubscribed that may be subscribed by the subscriber.

As‘ means the number of shares effectively subscribed by the subscriber during the period to exercise the preemptive rights and the period to subscribe the shares remaining unsubscribed.

S‘ means the total amount of shares remaining unsubscribed available for subscription.

TAs‘ means the total amount of shares effectively subscribed during the period to exercise the preemptive rights and the period to subscribe the shares remaining unsubscribed, by all subscribers who are still interested in the subscription of the shares remaining unsubscribed.

II. Request the exact number of shares remaining unsubscribed. If the maximum number of additional shares remaining unsubscribed that the subscriber requested is equal to the number of unsubscribed shares to which the subscriber is entitled, under the terms of subsection I above, the subscriber shall be given the exact number of additional unsubscribed shares requested by the subscriber.

III. Request a higher number of shares remaining unsubscribed. If the maximum number of additional shares remaining unsubscribed requested by the subscriber exceeds the number of shares remaining unsubscribed to which the subscriber is entitled, under the terms of subsection I above, the subscriber shall be allocated only the number of shares remaining unsubscribed to which he is entitled, pursuant to subsection I above.

IV. Request a smaller number of shares remaining unsubscribed. If the maximum number of additional shares remaining unsubscribed that the subscriber requested is smaller than the number of unsubscribed shares to which the subscriber is entitled, under the terms of subsection I above, the subscriber shall be given the exact number of additional unsubscribed shares requested at the subscription.

16. Cancellation of shares remaining unsubscribed: Upon the conclusion of the apportionment procedure, as per item 15 above, any unsubscribed shares will not be issued and will be canceled for all purposes.

17. Notice by the Company: The Company will disclose, in due time, a notice to the shareholders announcing the final allocation of the additional shares remaining unsubscribed within the apportionment procedure.

18. Payments: The payment of the subscribed shares remaining unsubscribed, including the additional shares remaining unsubscribed allocated in the apportionment procedure, shall be made, following the specific procedures of the Central Depositary and of Itaú, in national currency. Due to this, the funds must be available at the subscribers account from July 28, 2017, the last day to subscribe the shares remaining unsubscribed, up until the actual payment, which can happen in up to 02 (two) business days from the date of the disclosure of the notice to the shareholders that will announce to the market the final result of the apportionment of additional shares remaining unsubscribed.

19. Inability to withdrawal from the investment: No additional period will be granted for the withdrawal of the investment decision after the end of the rounds for the shares remaining unsubscribed, even if the Capital Increase has been partially subscribed.

20. Credit for subscribed shares: The shares subscribed within the Capital Increase, including the remaining shares and the additional shares, will be issued and credited in the name of the subscribers within five (5) business days after the approval of the Capital Increase by the Company‘s Board of Directors.

21. Documentation for the subscription of shares in the book-entry environment: Anyone who subscribes to shares in the book-entry environment, directly in Itaú, must present the following documents:

(a) Individuals. Identity Card, Individual Taxpayer‘s Registry of the Ministry of Finance (CPF/MF) and proof of address.

(b) Legal Person. A simple copy of the articles of incorporation or bylaws and the minutes of the meeting or shareholders‘ meeting that elected the members of the Board of Directors, duly filed at the Trade Board or at the Registry of Legal Entities, and proof of address.

(c) Representation. If represented by proxy, it will be necessary to present the respective power of attorney granting authority with a recognized signature.

For questions or further information from the Bookkeeping Agent:

Phones:
3003-9285 (capital and metropolitan areas)
0800 7209285 (other locations)

The service hours are on weekdays from 9 am to 6 pm.

Specialty Agencies Itaú:
Belo Horizonte: Av. João Pinheiro, 195 - Subsolo - Centro
Rio de Janeiro: Av. Almirante Barroso, 52- 2º andar - Centro
São Paulo: R. Boa Vista, 176 - 1º Subsolo - Centro
Salvador: Av. Estados Unidos, 50 - 2º andar - Comércio

22. Additional information: Additional information on the Capital Increase may be found at CVM‘s website (www.cvm.gov.br), at B3‘s website (www.b3.com.br), at Itaú‘s website (www.itau.com.br/securitiesservices/investidores/) or at the Investor Relations Department of the Company, through the email address ri@brbrokers.com.br.

Click here for the Notice to Shareholders.