News

NOTICE TO THE 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


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 May 11, 2018 ("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: 1. Capital increase: The Board of Directors of Brasil Brokers, at a meeting held on May 11, 2018, 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 sixty-seven million, seven hundred and twenty-five thousand, seven hundred and forty-seven reais and ninety two centavos (R$67,725,747.92), from the current six hundred and sixty-two thousand and sixty reais and ninety-three cents (R$603,662,060) to six hundred and seventy-one million, three hundred and eighty-seven thousand, eight hundred and eight real and eighty-five cents (671,387,808.85) through the private issue of up to one hundred and forty-four million, ninety-seven thousand, three hundred and thirty-six (144,097,336) new common shares, all registered, book-entry and with no par value ("Capital Increase"), for the share capital to move from the current two hundred and fifty-five million, nine hundred and two thousand, six hundred and sixty-four (255,902,664) shares, to up to four hundred million (400,000,000) common shares, all registered, book-entry shares with no par value, at the issue price of R$0.47 (forty seven cents of Brazilian real) per share, calculated pursuant to Article 170, Paragraph 1, Item III of Law 6404/76 ("Brazilian Corporation Law").

2. Term for 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 May 21, 2018, this date included, and ended on June 19, 2018, this date included ("Subscription Period").

3. Number of shares subscribed: Forty-six million, nine hundred and twenty-three thousand, and sixty-five (46,923,065) common, registered, book-entry shares with no par value issued by the Company, for the total amount of twenty-two million, fifty-three thousand, eight hundred and forty reais and fifty-five cents (R$22,053,840.55), corresponding to 32.56% of the total registered common shares, with no par value, available for subscription under the Capital Increase, as follows:

BBRK321062018A

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 "an" of the Brazilian Corporation Law.

7. Number of shares not subscribed: Ninety-seven million, one hundred and seventy-four thousand, two hundred and seventy-one (97,174,271) common shares, all registered, book-entry and with no par value, corresponding to 67.44% of the total number of shares available for subscription within the Capital Increase, as follows:

BBRK321062018_B

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 207.1978680603% 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:

BBRK321062018_C

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. Term 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 June 25, 2018 and June 29, 2018 ("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 June 27, 2018. On June 28, 2018 and June 29, 2018, 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 the 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. For this reason, the funds must be available in the accounts of the subscribers from June 29, 2018, the last day for subscribing the leftovers, until the effective payment, which may occur in up to 02 (two) business days from the date of the disclosure of the notice to the shareholders that will inform the market about the result of apportionment of additional leftovers.

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 Entity. 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 a.m. to 6 p.m.

Specialized Itaú Agencies:
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.

IR Contact:
Phone: +55 (21) 3433-3000
ri@brbrokers.com.br