|11.26.2012 - BB Seguridade|
Rule 12g3-2(b) Exemption # 82-35186
Pursuant to § 4 of Article 157 of Law no 6,404, dated December 15th, 1976, and to CVM (Brazilian Securities and Exchange Commission) Regulation 358, dated January 3rd, 2002, Banco do Brasil S.A (“BB”) hereby informs that its Board of Directors, in meeting held on November 23, 2012, approved:
1. To continue the corporate restructuring of its insurance, open private pension funds and capitalization plans¹ activities, in adition to Material Facts released on 08.05.2008, 10.06.2009, 10.15.2009, 10.27.2009, 01.06.2010, 04.30.2010, 05.05.2010 and 05.20.2010, authorizing the beginning of studies to promote the establishment of a company called BB Seguridade S.A. (“BB Seguridade”).
2. With the constitution of BB Seguridade, BB aims to: (i) consolidate under a single company all its activities in the insurance, open private pension funds, capitalizations plans¹ and related segments, including any future expansion of these activities, in Brazil or abroad, organic or not; (ii) provide scale gains to these operations; (iii) reduce costs and expenses in the insurance segment; and (iv) extend BB Corretora de Seguros e Administradora de Bens S.A. (“BB Corretora”) role, which will sell products from third parties, on those segments in which Banco do Brasil does not have exclusivity agreements with partner companies, both inside and outside of BBs distribution channels.
3. It is BB intention that BB Seguridade:
3.1. Shall be a public company that pursue the adherence to the best corporate governance practices and therefore BB intends, in 2013, to promote an IPO and a follow on of shares issued by BB Seguridade in BM&FBOVESPA S.A – Bolsa de Valores, Mercadorias e Futuros special listing segment, called Novo Mercado;
3.2. Will have its own management, including strategic guidelines, independent and committed to transparency, accountability, fairness and environmental responsibility, supported by tracking tools, which shall align the managers behavior to the best interests of its shareholders and society in general;
3.3. Perform the expansion of current operations covering insurance brokerage for the segments of health and dental care plans, using BB distribution channels and others, including the focus on those customers which does not currently own a checking account at Banco do Brasil. Initially, BB Seguridade will not act as a health insurer and will not assume, therefore, risks related to health insurance operations themselves.
4. BB also intends to establish a new holding company, fully owned by BB Seguridade, which will be called BB Cor Participações S.A. (“BB Cor”). BB Cor will hold equity interest in BB Corretora capital and, eventually, in other companies that operate in the market as brokers in the sale of insurance, pension plans, capitalization plans¹ and / or health and dental care plans.
BB’s Current ownership structure in the insurance segment and sought ownership structure in the insurance segment after the establishment of BB Seguridade:
5. As can be observed in previous charts, BB seguridade will hold, if the studies indicate the feasibility of the initiative, soon after its formation, the following stakes:
5.1. 100% BB Seguros Participações S.A. (“BB Seguros”) shares, which in turn, will hold stakes in the following companies:
5.1.1. 74.9% of BB Mapfre SH1 Participações S.A. total shares (49.9% of voting shares), which operate in the segment of individuals, in partnership with Mapfre group;
5.1.2. 50.0% of Mapfre BB Participações SH2 S.A. total shares (49.0% of voting shares), which operate in the P&C segments, also in partnership with Mapfre group;
5.1.3. 74.9% of Brasilprev Seguros e Previdência S.A. total shares (49.9% of voting shares), which operates in the pension plans segment, in partnership with Principal Financial Group; and
5.1.4. 66.7% of Brasilcap Capitalização S.A. total shares (49.9% of voting shares), which operates in the capitalization plans¹ segment, in partnership with Icatu Seguros S.A. and Cia de Seguros Aliança da Bahia.
5.2. 100% of BB Cor shares, which in turn will hold 100% stake in BB Corretora capital.
6. Still remains the intentions of BB Seguros in hold a stake in the new company to be created in partnership with Odontoprev, to operate in the dental care plans segment, pursuant Information to the Market released on 08.19.2010, and to hold a stake on IRB-Brasil Re S.A. capital, pursuant Material Fact released on 10.15.2009.
7. All the above acts will be subject to analysis and approval of regulators, supervisors and fiscal entities, in accordance with applicable law.
8. This notice should not be considered an Offering and the same will depend on favorable conditions in capital markets in Brazil and abroad.
9. Further material information will be promptly released to the market.
Brasília (DF), November 26, 2012.
Ivan de Souza Monteiro
¹ Free translation for “Planos de Capitalização”, a kind of saving bond in Brazil, which entitle its holders, besides interest, the right to participate in periodic raffles for a lottery premium.