QUALICORP CONSULTORIA E CORRETORA DE SEGUROS S.A.

Registered Company

CNPJ/MF nº 11.992.680/0001-93

NIRE 35.300.379.560

Relevant Fact

(ADDITION TO THE RELEVANT FACT DISCLOSED ON OCTOBER 7th, 2018)

Qualicorp Consultoria e Corretora de Seguros S.A., registered company, with head offices in the city of São Paulo, State of São Paulo, Rua Dr. Plínio Barreto, n° 365, 14° floor (part), CEP 01313- 020 ("Companhia"), pursuant to article 157, §4° of Lei 6.404/76, as amended, and pursuant to the provisions of Instruction of Comissão de Valores Mobiliários ("CVM") n° 358/2002, as amended, informs its shareholders and the market the receipt of the Notification n° 379/2018/CVM/SEP/GEA-1 issued by CVM on October, 9th, 2018 ("Notification"), indexed, which determined Company's declaration regarding some items disclosed by the Company by means of the Relevant Fact dated October 7th, 2018, at 11:26 PM, which is transcribed along with the declaration requested by CVM on the following:

In view of the repercussion related to the excution of the Agreement of Assumption of Obligation not to Sell Shares and Not to Compete with Businesses of the Company with Mr. José Seripieri Filho ("Agreement"), disclosed by the Company by means of the Relevant Fact dated October 1, 2018, hereby:

  • (i) The Board of Directors of the Company decided that new transactions with related parties involving the Company and shareholders shall mandatorily be submitted to the approval of the shareholders meeting and that the Board will propose the corresponding amendment to the Bylaws of the Company in the next ordinary and extraordinary shareholders meeting;

  • (ii) The Board of Directors also decided to create a Governance Committee to be coordinated by Rogério P Calderón Peres, and that will have as purpose identify, recommend, improve and assist in the adoption of the best global practices of corporate governance;

  • (iii) XP Gestão de Recursos Ltda. requested to the management of the Company that new studies and reports be done so that the compensation of the CEO of the company be more in line with the results of the Company already for the next fiscal year;

  • (iv) By referral of XP Gestão de Recursos Ltda., as manager of investment funds that are shareholders of the Company and in its own name, holding shares representing approximately 9% of the total common shares of the Company, Mr. Rogério P. Calderón Peres was appointed as member of the Board of Directors of the Company in substitution of Mr. Claudio Bahbout who has made available his seat to make possible this appointment; and

Additional Declaration from the Company requested by CVM. Mr. Claudio Choncol Bahboutpresented a letter of resignation to the Board of Directors on October 7th, 2018 and, pursuant to article 14, paragraph 4 of the Company's Bylaws, the Board of Directors elected Mr. Rogério P. Calderón Peres to replace him with a mandate until next general shareholders' meeting to be summoned by the Company; and

(v)The Company received a letter from Mr. José Seripieri Filho by which Mr. Seripieri

(a) renounces to the full amount of the variable compensation for the current fiscal year that Mr. Seripieri was entitled to as CEO and

Additional Declaration from the Company requested by CVM. The amount of the maximum variable remuneration for the year 2018 to which Mr. José Seripieri Filho resigned is R$ 7.2 million, depends on the achievement of targets.

(b) for having a long term vision and a position of a shareholder aligned with measures for value creation for the Company, agreed to acquire, until the end of this calendar year, shares of the Company at market price on market trades of B3, in a total amount at least equal to the indemnification received as a result of the execution of the Agreement.

Additional Declaration from the Company requested by CVM. The actual amount of compensation received by Mr. José Seripieri Filho is R$ 150 million. The commitment of Mr. José Seripieri Filho is to invest up to the closing of this fiscal year in the acquisition of Company shares, during B3 trading sessions, at least the amount equivalent to the compensation received of R$ 150 million. The communication made by Mr. José Seripieri Filho does not change the Non-Alienation and Non-Competition Agreement, and the shareholder remains obligated not to sell shares directly or indirectly held by him, in an amount equivalent to 150% of the indemnity paid by the Company under the terms of the Non-Alienation and Non-Competition Agreement.

The measures hereby announced reinforce and elevate the corporate governance, the professional path of the Board of Directors, the alignment of the Company with Mr. José Seripieri Filho, its founder and largest shareholder, strengthening the implementation and development of the operational and strategic targets of the Company.

The Investment Relations Office is at the disposal for any clarifications that may be required.

São Paulo, October 10th, 2018.

Grace Cury de Almeida Gonçalves Tourinho

CFO and Invesment Relations Officer

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Qualicorp SA published this content on 10 October 2018 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 10 October 2018 14:02:06 UTC