Shareholders’ Agreement

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The main terms and conditions of the Stockholders‘ Agreement are described below:

a. The parties

Par Participações, FENAE, Caixa Seguros Holding, Nisa, Évora FIP, Boxters and Astúrias FIP, having as consenting intervening parties our Company, Algarve LLC and Caixa Seguros S.A.

b. Date of the agreement

October 3, 2014

c. Term

25 (twenty-five) years as from October 3, 2014.

d. Description of the clause on the exercise of voting rights and controlling interest

The Stockholders comprising the Control Group ("Control Group Members") agree to hold a meeting before every General Meeting of our Company or of our associates, in order to outline and adopt a unified position to be expressed by the Control Group Members at such General Meeting. Therefore, the Control Group Members agreed to exercise their voting rights at each General Meeting based on a single voting approach, in accordance with the resolutions adopted at the meeting held prior to the related General Meeting, according to the quorum necessary to pass resolutions at each preparatory meeting ("Preparatory Meeting to GM").

Each Control Group Member shall be entitled to 1 (one) vote at the Preparatory Meetings for GM, provided that (i) Par Participações and FENAE are considered for purposes of the Stockholders‘ Agreement as a single stockholder; and (ii) Nisa and Évora FIP are considered for purposes of the Stockholders‘ Agreement as a single stockholder.

Nisa and Évora FIP shall be entitled to 1 (one) vote at the Preparatory Meetings for GM only during the lock-up period (as defined below) applicable to them. After expiration of the lock-up period, Nisa and Évora FIP shall no longer be part of the Control Group or eligible to participate in the Preparatory Meetings for GM, and shall be considered "Group B Stockholders".

The affirmative vote from all Control Group Members shall be required for approval of the following matters:

  1. Amendments to the bylaws;
  2. Changes in the structure, roles and number of members of the Company’s Board of Directors;
  3. Appointment or removal, at any time, of the members of the Board of Directors or the Audit Committee, if any, and their substitutes, if applicable;
  4. Increase and/or decrease in capital, as well as redemption, payment, split, reverse split or cancellation of shares of the Company, provided that the authorized capital established in the bylaws is complied with;
  5. Resolve on matters related to the issue of subscription warrants and debentures convertible into common shares by the Company, provided that the authorized capital established in the bylaws is complied with;
  6. Combination, merger, split-off, transformation or any other type of corporate reorganization or consolidation of our businesses;
  7. Dissolution or liquidation, lifting of liquidation, including the appointment or removal of liquidators and approval of accounts of the Company’s liquidators;
  8. Filing for bankruptcy or in-court or out-of-court reorganization of the Company;
  9. Resolve on matters related to (a) distribution of dividends that are lower or higher than the minimum dividend established in the bylaws; or (b) retention of all of the Company‘s profit;
  10. Creation of a stock option plan;
  11. Resolve on the cancellation of the registration as a publicly-traded company with the Brazilian Securities Commission (CVM);
  12. Resolve on the withdrawal of the Company from the BM&FBOVESPA ‘s New Market category, which shall be communicated to BM&FBOVESPA in writing, upon prior written notice of 30 (thirty) days; and
  13. Select a specialized company to be in charge of preparing an appraisal report as required and established in the bylaws, among the companies included in a list of three entity names prepared by the Board of Directors.

There are no provisions related to the exercise of the voting rights by Stockholders comprising the Group B (Group B Stockholders).

e. Description of the clauses related to the appointment of members to the Board of Directors

Control Group Members agree to appoint members for the Board of Directors of the Company, as follows: (i) during the time Par Participações is subject to the lock-up period (as described in item

"f" below), Par Participações will be entitled to appoint 4 (four) members and 4 (four) deputy members, and 1 (one) independent director (as defined in the regulations of BM&FBovespa’s New Market category under "Independent Director") and their related deputy; (ii) during the time Caixa Seguros Holding is subject to the lock-up period (as described in item "f" below), Caixa Seguros Holding will be entitled to appoint 3 (three) members and 3 (three) deputy members, and 1 (one) Independent Director and their related deputy; and (iii) during the time Nisa is subject to the lock-up period (as described in item "f" below) or holds at least 10.0% (ten per cent) of the Company‘s total and voting capital, Nisa will be entitled to appoint 1 (one) member and 1 (one) deputy member.

Once the lock-up period applicable to Caixa Seguros Holding and Par Participações has expired, and during the time Par Participações and Caixa Seguros Holding hold together the controlling interest of the Company, the members of the Board of Directors (and their related deputy members) appointed by Par Participações and Caixa Seguros Holding will continue to be appointed as established above, except if, at any time after the expiration of the lockup period, the ownership interest held by Par Participações and Caixa Seguros Holding is altered; in such a case the appointment of directors shall be made as follows: (x) in the event the ownership interest of Caixa Seguros Holding in the Company becomes equal to the ownership interest held by Par Participações, Caixa Seguros Holding shall be entitled to appoint 1 (one) more member and the related deputy member, in order to have the same number of members and their related deputy members appointed by Par Participações; and (y) in the event the ownership interest of Par Participações in the Company becomes less than the ownership interest held by Caixa Seguros Holding, Caixa Seguros Holding will be entitled to appoint one more member and their related deputy, in order to have 1 (one) more member and their related deputy member than the number of members appointed by Par Participações.

The Chairperson of the Board of Directors of the Company and its associates, as applicable, shall be appointed by Par Participações, and the Vice-President of the Board of Directors of the Company and its associates, as applicable, shall be appointed by Caixa Seguros Holding.

f. Description of the clauses related to transfer of shares and preemptive rights

Each Control Group Member agrees not to sell the shares it owns in a way that does not comply with the related Minimum Percentage Holding (as defined below) as Control Group Member, directly or indirectly, to any Individual or Legal Entity, during the lock-up periods described below:

  1. Caixa Seguros Holding shall be subject to the lock-up period up to February 14, 2021;
  2. Par Participações and FENAE, taken together, shall be subject to the lock-up period for 25 years as from October 3, 2014, it being understood that in the event, after the expiration of the lock-up period of Caixa Seguros Holding, the business partnership existing between Caixa Econômica Federal and Caixa Seguros Holding and its subsidiaries ceases to exist due to lapse of time, termination, rescission, cancellation and/or non-renewal, annulment or any other reason, the lock-up period of Par Participações shall automatically cease to be applicable to Par Participações. However, if the business partnership existing between Caixa Econômica Federal and Caixa Seguros Holding is still in force on the date of expiration of the lock-up period of Par Participações and/or FENAE, the lock-up period shall automatically be postponed and shall continue to be in force for the remaining period of the business partnership;
  3. Nisa shall be subject to the lock-up period related to (i) 100% (one hundred per cent) of its Minimum Percentage Holding as Control Group Member up to the end of the 12-month period from the IPO date; and (ii) 50% (fifty percent (50%)) of its Minimum Percentage Holding as Control Group Member up to the end of the 24-month period from the IPO date.

For purposes of the Stockholders‘ Agreement, Control Group Members agree to maintain, after the IPO and during the lock-up period, the following minimum percentage holdings (a "Minimum Percentage Holding" each):

  1. Par Participações: 26.0% (twenty-six per cent) of the total common shares issued by the Company, bearing in mind that the interest held by Par Participações and FENAE are considered together, as a single stockholder;
  2. Caixa Seguros Holding: 25.0% (twenty-five per cent) of the total common shares issued by the Company; and
  3. Nisa: 10.0% (ten per cent) of the total common shares issued by the Company, bearing in mind that the interest held by Nisa and Évora FIP shall be considered together, as a single stockholder.

After the lock-up period applicable to each Stockholder, the shares linked to the Stockholders‘ Agreement may be freely sold at any time by the relevant Stockholder, provided that through (i) an authorized transfer as provided for by the Stockholders‘ Agreement; or (ii) a sale of shares in a stock exchange environment or through a public offering of shares duly registered with the CVM, as applicable.

If one of the Stockholders ("Offering Stockholder") wishes to sell or transfer part or all of its shares, by means of transactions that are not described above, it shall first communicate its intent in writing to the Company and the other Stockholders ("Offeree Stockholders"), specifying the terms of the transaction, for purposes of exercise of preemptive rights ("Preemptive Rights").

Preemptive Rights may be exercised first by the Company within 15 (fifteen) days of receipt of the relevant notice, or, in the event the Company does not exercise the right or rejects the proposal, it may be exercised by the Offeree Stockholders in the subsequent 15-day period. The exercise of Preemptive Rights shall consider the purchase of all, and not less than all of the shares included in the binding offering.

In addition to the Preemptive Rights mentioned above, in the event of sale of the shares held by Par Participações, except for the sale of shares in a stock exchange environment or through a public offering of shares duly registered with the CVM, as applicable, the other Stockholders may require that Par Participações sells, together with the shares offered, the shares owned by the other Stockholders in the same proportion of the shares offered by Par Participações, in respect of all of the shares held by Par Participações, for the same price per share and under the same conditions described in the notice.

g. Description of the clauses that restrict or bind the voting rights of the members of the Board of Directors

Before each meeting of the Board of Directors of the Company and/or the Board of Directors of the Company‘s associates, Control Group Members shall hold a meeting to outline and adopt a unified position to be expressed by the members of the Board of Directors appointed by the Control Group Members. Control Group Members also agreed to cause the members of the Board of Directors (except for the Independent Directors and the Director appointed by Nisa after the lock-up period applicable to it, as applicable) to vote at the Board of Directors‘ meeting in accordance with the decisions adopted at the Preparatory Meeting for the related Board of Directors‘ meeting ("Preparatory Meeting for BDM").

Each Control Group Member shall be entitled to 1 (one) vote at the Preparatory Meetings for BDM, provided that (i) Par Participações and FENAE are considered for purposes of the Stockholders‘ Agreement as a single stockholder; and (ii) Nisa and Évora FIP are considered for purposes of the Stockholders‘ Agreement as a single stockholder.

Nisa and Évora FIP shall be entitled to 1 (one) vote at the Preparatory Meetings for BDM only during the lock-up period (as defined below) applicable to them. After expiration of the lock-up period, Nisa and Évora FIP shall no longer be part of the Control Group or eligible to participate in the Preparatory Meetings for GM, and shall be considered "Group B Stockholders".

If any Board member fails to express their vote in line with what has been approved at the Preparatory Meeting for BDM, the Control Group Member that has not appointed this Board member may submit a formal complaint to the other Stockholder. In this case, the party that has appointed the Board member shall use their best efforts for such member to resign from his position and, if such resignation does not occur within 10 (ten) business days, the Control Group Members agree that a General Meeting of the Company shall be called to remove this member from the position and, immediately, elect a new member in replacement.

The affirmative vote from all Control Group Members shall be required for approval of the following matters:

  1. Approval or any changes in our Budget or Annual Business Plan;
  2. Definition of the topics to be submitted to the General Stockholders‘ Meeting, as well as to call stockholders for Annual General Stockholders‘ Meetings and, when deemed convenient, Extraordinary General Stockholders Meetings;
  3. Submission to the Stockholders Meeting of proposals for appropriation of profit, payment or non-payment of dividends and amendments to the Company‘s bylaws;
  4. The issue of (A) shares, subscription warrants or debentures convertible into common shares, provided that the authorized capital is complied with, and may also exclude (or decrease the time period) of preemptive rights in the issue of shares, subscription warrants and debentures convertible into shares, provided that the authorized capital is complied with; in the events permitted by Law 6,404/76 and under the terms and limits established in the Company’s bylaws; and (B) other marketable securities, including debentures not convertible into shares, as well as issues to obtain funds, of notes, commercial papers, bonds or other instruments that are ordinarily used in business transactions, resolving on the conditions for the issue, placement, distribution and redemption;
  5. Creation of technical or advisory committees to provide support to the Company’s Board of Directors in management matters, with defined objectives and roles;
  6. The execution of any contracts, the assumption of any obligations and debt at amounts exceeding R$ 3,000,000.00 (three million reais), either in a single transaction, with a single client or in several successive and related transactions carried out within a period of 12 (twelve) months, provided that the transaction is not detailed in the Company’s Budget or Annual Business Plan, and the foregoing amount be adjusted annually by the positive variation of the Amplified Consumer Price Index (IPCA);
  7. The execution or amendment to any agreement, the performance of any business or transaction between the Company and/or any of the Company‘s associates and/or subsidiaries on the one side, and any of the Stockholders and/or their associates on the other side, at amounts exceeding R$ 1,500,000.00 (one million and five hundred thousand reais), either in a single transaction, with the same associate, or in several successive and related transactions carried out within a period of 12 (twelve) months, provided that the transaction is not detailed in the Company’s Budget or Annual Business Plan, and the foregoing amount be adjusted annually by the positive variation of the Amplified Consumer Price Index (IPCA);
  8. The acquisition, sale or encumbrance of non-current assets, directly or indirectly, at amounts exceeding R$ 1,000,000.00 (one million reais), either in a single transaction, with the same Individual or Legal Entity, or in several successive and related transactions carried out within a period of 12 (twelve) months, provided that the transaction is not detailed in the Company’s Budget or Annual Business Plan, and the foregoing amount be adjusted annually by the positive variation of the Amplified Consumer Price Index (IPCA);
  9. The offering of collaterals, securities or any other guarantees for third-party obligations, other than between the Company and/or its associates and/or subsidiaries, as applicable;
  10. Changes in accounting practices adopted by the Company, in order to ensure that the best accounting practices according to applicable Brazilian legislation are complied with;
  11. Definition of a policy for financial investments by the Company;
  12. Investments in items not included in the core activity of the Company;
  13. The establishment of any subsidiary or associate, the acquisition, sale or encumbrance, for any purpose, of interest in the capital of other companies and the exercise of the voting rights as partner or stockholder of the mentioned companies;
  14. Resolve on any associations, as well as approve Company’s investments in other companies, in consortia and the like, and in stockholders‘ agreements;
  15. Dismissal of the of the Company‘s Officers;
  16. Resolve on any changes in the compensation of the Company‘s Officers ;
  17. Open, hold and close branches, affiliates and offices, in Brazil and abroad;
  18. According to the plans approved by the General Stockholders Meeting, grant stock options to members of management and employees;
  19. Resolve on the acquisition of shares issued by the Company for cancellation or to be kept in Treasury, as well as on the resale, re-placement in the market or cancellation, provided that the standards issued by the Brazilian Securities Commission (CVM and other applicable legislation are complied with;
  20. The selection and approval of the advisors and the investment bank that shall support the public offering of shares issued by the Company;
  21. Express themselves in favor or against any public offer for the acquisition of the Company‘s shares through a reasoned opinion previously prepared, disclosed within 15 (fifteen) days of publication of the notice of the public offer of shares, which shall address at least (A) the convenience and opportunity of the public offering of shares as regards the interest of all stockholders and the liquidity of the securities issued by the Company; (B) the impact of the public offering of shares on the Company’s interests; (C) the strategic plans disclosed by the offering stockholder in relation to the Company; (D) other topics the Board of Directors may deem appropriate, as well as information required by the applicable standards established by the CVM;
  22. Prepare a list including three names of companies specialized in economic valuation of companies, to prepare an appraisal report of our shares in the event of public offering for acquisition with a view to canceling the registration as a publicly-held company or withdrawal from the BM&FBOVESPA‘s New Market category; and
  23. The definition of how The Company’s Board, its associates and/or subsidiaries, shall vote on the matters of the same type as those listed in item "d" above and in this item "g", as applicable, at the General Meetings of Stockholders or Partners, as applicable, of the companies of which we are stockholders or partners, either directly or indirectly.

The affirmative vote from Par Participações and Caixa Seguros Holding shall be required for approval of the following matters:

  1. The appointment of independent auditors for the Company and its associates, which shall be selected from Ernst & Young, Deloitte Touche Tohmatsu, KPMG or PricewaterhouseCoopers;
  2. The definition of how the Company’s Board, its associates and/or subsidiaries, shall vote on the matters of the same type as those listed in this paragraph and which are not subject to the affirmative vote from all Control Group Members within the Company, as described above, at the General Meetings of Stockholders or Partners, as applicable, of the companies of which we are stockholders or partners, either directly or indirectly;
  3. Appointment of Officers for the Company and its associates, provided that while Nisa is part of the Control Group, the appointment or non-renewal of the current Executive Board of the Company and its associates shall depend on the affirmative vote of Nisa; and
  4. Intermediation or sale of products of companies that are not controlled by Caixa Seguros Holding, in other distribution channels, outside CAIXA’s distribution network.

Additionally, the Stockholder’s Agreement of the Company also regulates The Company’s business relationship with Caixa Seguradora. For more information about this relationship, please refer to item 7.8 of the Reference Form.

Last Update on April 04, 2017