Material Fact

Contax Participações S.A. ("Contax" or "Company"; CTAX11; CTAX3 an CTAX4), pursuant to paragraph 4 of article 157 of Law 6404/76 and CVM Instruction 358/02, hereby informs its shareholders, investors and the market in general that its Board of Directors, at a meeting held on December 10, 2015, approved, with the favorable opinion of the Fiscal Council, a Management Proposal to suspend, in the current fiscal year, payment of the dividends declared by the Company‘s Annual Shareholders‘ Meeting of April 30, 2015, in the amount of R$24,161,539.91, given the substantial change in the Company‘s financial situation since the date of said declaration, as well as the calling of an Extraordinary Shareholders‘ Meeting on December 29, 2015, to resolve on this issue.

If the matter is approved by the Extraordinary Shareholders‘ Meeting, payment of said dividends will be suspended until the Company‘s financial situation permits their payment. In this case, the Company‘s Management will submit the maintenance or not of said suspension for approval to a Shareholders‘ Meeting to be held by the end of 2016, in accordance with the evolution of the Company‘s financial situation throughout 2016 as a result of the implementation of the administrative and financial measures to be adopted by Management, including conclusion of the sale of the Allus Division and the rescheduling of its financial debt, as disclosed in the Material Facts of August 31 and November 12, 2015.

The Management Proposal also incudes, ad referendum of the Extraordinary Shareholders‘ Meeting, the monetary restatement of the declared dividends based on the variation in the CDI interbank deposit rate between January 1, 2016 and the effective payment date, as remuneration for the postponement of the payment of said dividends.

The above-mentioned Management Proposal, the minutes of the Board of Directors‘ Meeting and the Opinion of the Fiscal Council are available for consultation on the Company‘s website (, as well as on the websites of the Brazilian Securities and Exchange Commission - CVM ( and the Securities, Commodities and Futures Exchange - BM&FBOVESPA (

The Company will keep its shareholders and the market informed of any future developments regarding the matters dealt with in this Material Fact.

São Paulo, December 10, 2015.

José Roberto Beraldo
CFO and Investor Relations Officer