News

MATERIAL FACT


Rio de Janeiro, July 16, 2018 - Brasil Brokers Participações S.A. ("Company"), a publicly-held company with common shares traded on B3’s Novo Mercado under the code BBRK3, pursuant to the provisions of Article 157, Paragraph 4 of Law 6.404/76 and CVM Instruction No. 358/2002, in continuity to the Material Fact released on 04/02/2018, hereby announces to its shareholders and to the market in general that it will submit a proposal for a reverse share split for all shares issued by the Company, to be resolved at the Extraordinary General Meeting that will take place on August 01, 2018. The terms of the proposal are as follows:

Reverse share split and grouping factor

The Company’s management proposes the approval of a reverse share split for the total of three hundred sixty-two million, seven hundred and eighty-three thousand and thirty-five (362,783,035) common, registered, book-entry shares with no par value, issued by the Company, in the proportion of ten (10) common shares to one (1) common share, with no alteration in capital stock value, pursuant to Article 12 of Law 6.404/76.

Except for the change in the number of shares issued by the Company, the approval of the reverse share split shall not result in any alteration to the total capital stock value or to the shareholder rights of such shares issued by the Company, pursuant to Article 12 of Law 6.404/76, and will not alter shareholder proportion in the Company‘s capital stock.

Should the reverse share split be approved at the Company’s Extraordinary Shareholders‘ Meeting, the Company‘s capital stock will remain in the amount of six hundred and fifty-three million, eight hundred and ninety-five thousand, eight hundred and thirty-five reais and thirty-six centavos (R$653,895,835.30) represented by thirty-six million, two hundred and seventy-eight thousand, three hundred and three (36,278,303) common, registered, book-entry shares with no par value issued by the Company.

Treatment to be given for resulting fractions of shares

Shareholders with fractions of shares will be guaranteed the option to remain in the Company‘s shareholder base with, at least, one new share unit, upon expressing their intention to do so within thirty (30) days of the Notice to Shareholders to be disclosed after Extraordinary Shareholders‘ Meeting.

After the thirty (30) days share adjustment period for the Company‘s shareholders, subject to the option granted for shareholders to remain in the Company‘s shareholder base, any fraction of shares resulting from the reverse share split will be segregated, grouped in whole numbers and sold in as many auctions as necessary, to be carried out in due course at B3, and the proceeds of such sales will be distributed proportionally, upon financial settlement, to the shareholders of such factions of shares. Additional information on the terms and conditions for share adjustments and the auction of fraction of shares, as well as information on the date from which shares will be traded in whole numbers, will be disclosed in a timely manner.

Purpose of the reverse share split

The proposal to group the shares issued by the Company is aimed towards fully complying with the Official Letter 417/2018-SAE, sent by B3 to the Company on 03/15/2018, as well B3’s Regulation to List Issuers and Allow the Trading of Securities and the Guidelines of the Issuer, effective as of 08/18/2014, requiring shares listed on B3 to have a minimum share price of R$1.00 (one real) per share.

Additionally, the proposed reverse share split aims at reducing volatility and improving trading levels for the Company’s shares, avoiding that irrelevant fluctuations in share prices represent high percentages, in line with B3’s standards and guidelines.

Amendment to the Bylaws

Should the reverse share split be approved at the Company’s Extraordinary General Meeting, amendments to Article 5 of the Company‘s Bylaws will be required to dully reflect the new number of common shares that will comprise its capital stock.

Click here for the Material Fact

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