CORPORATE EVENTS

In February 2018, the Agibank group – controlled by Mr. Marciano Testa (“Ultimate Controlling Shareholder”) – underwent a corporate reorganization that consolidated seven companies that were previously under joint control as Agibank subsidiaries, in order to place such companies, whose purpose is to provide services to Agibank, in the bank’s corporate chain (“Corporate Reorganization”).
The first stage of the Corporate Reorganization was completed through the merger of Agipar Holding SA (“Agipar Holding”) into Agibank, which was unanimously approved at an Annual and Extraordinary Shareholders’ Meeting (“AESM”) of Agibank and at an Extraordinary Shareholders’ Meeting of Agipar Holding, both of which were held on February 9, 2018 (“Agipar Merger”). The Agipar Merger was approved by the AESM subject to a condition precedent and only took effect after authorization by the Brazilian Central Bank (“Central Bank”), which was given on April 2, 2018, with publication in the Federal Official Gazette of April 4, 2018.
It should be noted that, prior to the Corporate Reorganization, a portion of the shareholders’ equity of Agipar Holding was spun-off and transferred to a new company, after which the former minority shareholders of Agipar Holding became the sole shareholders of this new company and the Ultimate Controlling Shareholder remained as the sole shareholder of Agipar Holding.
Agipar Holding held (i) all the shares of Agiplan Financeira SA – Crédito, Financiamento e Investimento and (ii) all the membership units of Agiplan Administradora de Consórcios Ltda. Therefore, the result of the first stage of the Corporate Reorganization is shown below:

The second stage of the Corporate Reorganization was completed through the merger of Questa Holding SA (“Questa Holding”) into Agibank, which was unanimously approved at an Extraordinary Shareholders’ Meeting of Agibank (“ESM”) and at an Extraordinary Shareholders’ Meeting of Questa Holding, both of which were held on February 28, 2018 (“Questa Merger”). Similarly to the Agipar Merger, the Questa Merger was approved by the ESM subject to a condition precedent and only took effect after authorization by the Central Bank, which was given on April 16, 2018, with publication in the Federal Official Gazette of April 20, 2018.
It should be noted that, prior to the Questa Merger, a portion of the shareholders’ equity of Questa Holding was spun-off and transferred to a new company, after which the former minority shareholders of Questa Holding became the sole shareholders of this new company and the Ultimate Controlling Shareholder remained as the sole shareholder of Questa Holding.
Questa Holding was in turn a majority shareholder of the following companies:

 

Company/Purpose

Soldi Promotora de Vendas Ltda. It consists of the following activities (i) receiving and forwarding loan and financing applications; (ii) acting as a correspondent for financial institutions; (iii) leasing technological resources and equipment; (iv) leasing communication resources and equipment; (v) providing services and space for promoting products and services; and (vi) tele collection, call center and telemarketing.
Promil Promotora de Vendas Ltda. It consists of the following activities (i) receiving and forwarding loan and financing applications; (ii) acting as a correspondent for financial institutions; (iii) leasing technological resources and equipment; (iv) leasing communication resources and equipment; (v) providing services and space for promoting products and services; and (vi) tele collection, call center and telemarketing.
Agiplan Corretora de Seguros Ltda. (i) It consists of the following activities (i) brokerage of general and life insurance, savings bonds and pension plans; (ii) brokerage of securities; (iii) acting as a correspondent for financial institutions; (iv) credit analysis, registration and collection; (v) receipt and forwarding of demand deposit and term savings account applications; (vi) receipt and forwarding of loans and financing applications; and (vii) acting as an autonomous investment agent.
Telecontato Call Center e Telemarketing Ltda. It consists of the following activities (i) out-of-court collection; (ii) tele collection, call center and telemarketing; (iii) face-to-face and virtual customer services; and (iv) other activities arising from the execution of service contracts and partnership agreements, including management, preparation, inclusion and updating of data and registration information. The company may hold an interest in the capital stock of other companies, as a partner or a shareholder.
Banklab Empresa de Tecnologia Ltda. It consists of the following activities: (i) systems analysis and development, programming, computer software development; (ii) licensing or assignment of the right to use computer software; (iii) IT consulting and advisory; and (iv) IT technical support, including installation, configuration and maintenance of computer software and databases, website planning, design, maintenance and updating, hosting of websites, servers and applications, management and distribution of lists and messages.

The result of the Questa Merger is shown below: