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Call Notice for Extraordinary Shareholders Meeting
The shareholders of Brasil Insurance Participações e Administração S.A. (”Company”) are hereby invited to an Extraordinary Shareholders’ Meeting to be held on August 3, 2011, at 10 a.m. at the Company’s headquarters, located in the city and state of Rio de Janeiro at Av. das Américas, 500, bloco 19, sala 301 (parte), Barra da Tijuca, CEP 22640-100, to resolve on the following agenda:
(i) the acquisition, by the Company, of an interest corresponding to 49.98% of the capital of Graciosa Corretora e Administradora de Seguros Ltda.;
(ii) the merger, by the Company, of Doral Administradora de Bens e Participações Ltda., which holds 50% of the capital of Graciosa Corretora e Administradora de Seguros Ltda,, with the subsequent issue by the Company of 102,900 new common shares and 15 stock warrants;
a) A copy of the “Agreement for the Assignment of Membership Interests and Other Covenants”, entered into with conditions precedent, and a copy of the “Protocol and Justification of Merger of Doral Administradora de Bens e Participações Ltda.”, both entered into on June 20, 2011, are available at the Company’s headquarters and on the Companys website.
b) The proxy appointment for representation at the Meeting must be deposited at the Companys headquarters at least three (3) days prior to the scheduled date of the Meeting;
c) Shareholders with registered shares held in custody wishing to participate at the Meeting must present a statement of their shareholdings issued by the custodian institution up to three (3) days prior to the scheduled date of the Meeting;
d) The shareholders who dissent from the resolutions in respect to the matters object of items (i) and (ii) of this Call Notice will have the right to withdraw from the Company. Shareholders of record on June 20, 2011, will be entitled to exercise the right to withdraw. Shareholders wishing to dissent must notify the Company of their decision to withdraw within thirty (30) days from the date of the Extraordinary Shareholders Meeting that will resolve on these matters.
Rio de Janeiro, July 19, 2011.
Ney Prado Júnior
Chairman of the Board of Directors