Rule 12g3-2(b) Exemption # 82-35186
Pursuant to § 4 of Article 157 of Law 6,404/76, dated December 15th, 1976 and according to CVM (Brazilian Securities and Exchange Commission) Regulation 358, dated of January 3rd, 2002, Banco do Brasil S.A. (“BB”), continuing the process of reorganization of its insurance area, in accordance with Material Fact released on 10/06/2009, hereby informs that:
1. BB Seguros Participações S.A. (“BB Seguros”), a fully owned subsidiary of BB, and Spanish Insurance Group Mapfre (“Grupo Mapfre”) signed a Partnership Agreement (“Agreement”) to establish a strategic alliance in the segments of individuals, P&C and auto insurance, for a period of 20 years.
2. By the terms of the Agreement, it will be created two Holdings companies (“SHs”), legally considered private, with majority voting stake belonging to Mapfre and shared governance, as follows:
a) BB Mapre SH1 Participações S.A. (“SH1”), which will operate individuals, houses and rural insurances, with the following shareholding structure:
% Total Shares
b) Mapfre BB SH2 Participações S.A. (“SH2”), which will operate P&C, including auto insurance and excluding house and rural insurances. SH2 will have the following shareholding structure:
% Total Shares
3. In this transaction, the following insurance segments will be merged into the partnership:
a) Grupo Mapfre: businesses of Mapfre Vera Cruz Seguradora, Mapfre Vera Cruz Vida e Previdência, Mares – Mapfre Riscos Especiais, Mapfre Seguradora de Garantias e Crédito e Vida Seguradora, that amounted R$ 3.7 billion in insurance premiums in 2009;
b) BB Seguros: businesses of Companhia de Seguros Aliança do Brasil and Brasilveículos Seguros, that amounted R$ 3.6 billion in insurance premiums in 2009; and
c) Mapfre and Banco do Brasil, together: businesses of life segment from Mapfre Nossa Caixa Vida e Previdência, that amounted R$ 0.4 billion in insurance premiums in 2009.
4. In order to balance the stakes between the shareholders in the two SHs to be formed, BB Seguros will pay the amount equivalent to R$ 295 million.
5. This partnership will create the leading Insurance Company in the individual’s segment (excluded VGBL) and the second largest Insurance Company of Brazil, supported by the knowledge in distribution network, the strength and the brand of BB, enhanced by international experience and brokers´ expertise of Grupo Mapfre.
6. Grupo Mapfre is the largest Spanish insurance company and has operations in 45 countries, specially in the markets of insurance, reinsurance and assistance in Latin America, where it is the leader in P&C segment. Grupo Mapfre has 122 own branches, more than 10 thousand brokers, 18 territorial boards and 15 million clients worldwide. In 2009, had a net income of R$ 364.4 million and revenues amounting R$ 4.4 billion in its operations in Brazil.
7. All the above-mentioned items are subjected to previous analysis and approval of respective regulators, supervisors and fiscal government bodies, in accordance with the applicable law.
8. Any additional material fact will be timely released to the market.
Brasília (DF), May 5th, 2010
Ivan de Souza Monteiro