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MATERIAL FACT NOTICE
Qualicorp S.A. ("Company"), hereby informs its shareholders and the public, pursuant to CVM Ruling No. 358/02, that:
- As informed in the material fact notice dated April 9, 2014, Qualicorp Administradora de Benefícios S.A. and Qualicorp Corretora de Seguros S.A., on the one side, and the Administrative Council for Economic Defense ("CADE"), on the other side, entered into a Performance Commitment Agreement ("TCD") as a condition for the approval of the acquisition of the portfolios of Afinidade Administradora de Benefícios Ltda. and Equilibrar Corretora de Seguros Ltda., as well as the acquisition of equity stakes in PS - Padrão Administradora de Benefícios Ltda., Padrão Administração e Corretagem de Seguros Ltda., PS Brasil Administração e Corretagem de Seguros Ltda., Voloto Consultoria Empresarial Ltda., Aliança Administradora de Benefícios de Saúde S.A. and GA Consultoria, Administração e Serviços S.A.
- In the TCD, the Company undertook to divest at least 140,000 lives managed under group private health insurance contracts by association and, for such purpose, a new benefit management company named Potencial Administradora de Benefícios Ltda. ("Potencial"), also controlled by the Company, was created in 2014.
- In the context of the TCD, on this date the Company and Priority Intermediação de Negócios Ltda. ("Purchaser") entered into a Quota Purchase Agreement, which purpose is the sale to the Purchaser of quotas representing 100% of Potencial’s capital stock, in order to fully comply with the terms of the TCD. The portfolio covered by the transferred group private health insurance contracts by association ("Transfer") corresponds to an estimated annual net revenue of R$25 million (less than 3% in dental products). As a result of this Transfer, the Company will receive approximately eighty-two million, eight hundred sixty-four thousand Reais (R$ 82,864,000.00), to be adjusted by the IGP-M index plus 1% per year, which corresponds to approximately eight and a half (8.5) times the estimated EBITDA for a 12-month period of Potential, and the additional amount of R$ 1,418,792.66 relating to technical reserves and capital stock. This amount will be paid by the Purchaser to the Company within five years in a sliding scale of multiple monthly installments. The consummation of the Transfer is subject to the approval by the National Regulatory Agency for Private Health Insurance and Plans - ANS.
- The Transfer aims at fulfilling the main obligation set forth in the TCD entered into with CADE, and is a step to ensure the conclusion of the review procedures conducted by the authority, ensuring that all the benefits and synergies arising from the transactions be maintained by the Company. Qualicorp will keep its shareholders and the market informed on the fulfillment of the TCD and reinforces its commitment to cooperate with CADE until its declaration of the full compliance with all the obligations undertaken.
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São Paulo, March 20, 2015