IRB Brasil Resseguros : Notice to the Market

IRB-BRASIL RESSEGUROS S.A.

Corporate Taxpayer’s ID (CNPJ): 33.376.989/0001- 91

Company Registry (NIRE): 333.0030917-9

Publicly-held Company

NOTICE TO THE MARKET

Clarifications on CVM / B3 Requests

Rio de Janeiro, March 3rd, 2020.

To

COMISSÃO DE VALORES MOBILIÁRIOS – CVM

Rua Sete de Setembro 111 / 33rd floor

Rio de Janeiro – RJ

CEP 20050-901

At.: MR. FERNANDO SOARES VIEIRA

HEAD OF COMPANY RELATIONS (SEP)

MRS. NILZA MARIA SILVA DE OLIVEIRA

COMPANY MONITORING MANAGER 1 (GEA-1)

Dear Sirs,

1. In relation to the CVM Letter referred to by that Commission to IRB-Brasil Resseguros S.A. (“IRB Brasil RE” or “Company”), by e-mail, on March 02, 2020, the Company clarifies the following:
2. Regarding the questioning of the Mr. Ivan de Souza Monteiro resignation from the position of Chairman of the Board of Directors of IRB Brasil RE, the Company informs that the resignation of Mr. Ivan was effectively officialized on February 28, 2020, according to official letter sent at that date by the Ministry of Economy (Official Letter SEI nº 50601/2020/ME) to the Company. The information related to date that the Company became aware of the mentioned resignation is contained in the Summary of the Minutes of the 238th Extraordinary Meeting of the Board of Directors of IRB Brasil RE, released to the market on March 2, 2020 at 8:49 a.m., containing the following:

“IRB Brasil RE Board of Directors became aware of Mr. Ivan de Souza Monteiro’s resignation, which was officialized with the Company, at 6:10 p.m. on February 28th, 2020. (…)“

3. It should be noted that the position of Chairman of the Board of Directors of IRB Brasil RE and its respective alternate, pursuant to art. 8, § 2, item I of its Bylaws, is an indication of the Federal Government (permanent right), as the holder of the only special class preferred share of the Company (Golden Share).

1. In addition, it should be noted that upon becoming aware of the resignation of Mr. Ivan de Souza Monteiro to the position of Chairman of the Board of Directors on February 28, 2020, at 6:10 p.m., as mentioned above, IRB Brasil RE released in the same day (February 28, 2020), at 9:50 p.m., Notice to the Market, informing about the referred resignation of Mr. Ivan de Souza Monteiro, in compliance with the provisions of art. 26 of the Novo Mercado Regulations of B3 S.A. – Brasil, Bolsa, Balcão.
2. Regarding the disclosure of Mr. Ivan de Souza Monteiro’s resignation through a Notice to the Market and not a Material Fact, we inform that the Company’s decision was to maintain the same communication format used in all cases of election and resignation of Board of Directors members. In this regard, we emphasize that the election of Mr. Ivan de Souza Monteiro, on August 12, 2019, was announced by the Company via Notice to the Market.
3. Regarding the questioning about the shareholding in IRB Brasil RE of companies that are part of the Berkshire Hathaway Group, we inform that we made a careful analysis of the Company’s shareholding base at 02.27.2020 and we have verified that the referred investor group does not hold the minimum percentage of 5% of the Company’s shares, in which case the acquisition must be disclosed to the market, in accordance with the provisions of art. 12, § 1 of CVM Instruction No. 358 of January 3, 2002. The Company has never stated that such Group was its shareholder.
4. The Company is available for any additional clarifications that may be necessary.

Sincerely,

IRB-BRASIL RESSEGUROS S.A.

Copy of CVM Letter number 47/2020/CVM/SEP/GEA-1

CVM Letter nº 47/2020/CVM/SEP/GEA-1 Rio de Janeiro, March 2nd, 2020.

To Mr.

Fernando Passos

Investor Relations Officer of

IRB – BRASIL RESSEGUROS S.A. Avenida Marechal Câmara, nº 171 Centro, Rio de Janeiro – RJ

CEP: 20020-901

Telephone: (21) 2272-2772

E-mail: [email protected]

c/c: [email protected]

Subject: Request for Clarification on News.

Mr. Director,

1. We refer to the news published on February 28th, 2020, in the Valor Online, Finance section, under the headline: “After denying, IRB announces Ivan Monteiro resignation from the position of Chairman of the Board of Directors”, which includes the following statements:

IRB Brasil Re informed, by means of a notice to the market on Friday evening, that the chairman of the board of directors, Ivan Monteiro, resigned from the position, as anticipated by Valor the day before. The information was released after the company publicly denied that the executive had resigned. According to sources close to the reinsurer, Monteiro had submitted the letter of resignation on February 20, the day after the company’s earnings conference call. On the 21st, the letter was filed with the Ministry of Economy, with a copy to the IRB.

[…]

Throughout the past week, the IRB’s president and chief financial officer were meeting abroad with shareholders from the United States, Europe and Asia, for talks about the company and Monteiro’s resignation was not part of the talks. In the same period, information was circulated about the list of IRB shareholders, which is not public. The information was that Warren Buffet’s Berkshire Hathaway had bought shares of the reinsurer, taking advantage of the recent price declines – the data caused the IRB’s stock to skyrocket even in the trading session of a sharp fall in the stock market. This is the third time since the company is listed that information about Berkshire’s interest in the IRB appears on the market,

without the American investor having reported the participation in its quarterly documents.

1. In this regard, we request a statement from the company regarding the veracity of the news, and, if so, explain the reasons why it considered it was not a material fact, as well as comment on other information considered important on the subject, notably: (i) considering the content of the Notice to the Market disclosed by the issuer on February 27, 2020; and (ii) reporting on the eventual acquisition, directly or indirectly, of shares of the issuer by Berkshire Hathaway, including, if any, questions sent by you to the aforementioned investor on the subject, in view of the duty to inquire persons with access to relevant acts or facts in view of the atypical fluctuation of shares, provided for in the sole paragraph of art. 4 of CVM Instruction 358/02.
2. Such manifestation must occur through the Empresa.NET System, category: Notice to the Market, type: Clarifications on questions from CVM/B3, subject: News Published in the Media, which should include the transcript of this letter. In compliance with this request for a statement by means of a Notice to the Market does not exempt the eventual determination of liability for the timely non-disclosure of a Material Fact, pursuant to CVM Instruction 358/02.
3. We warn that, in the order of the Superintendência de Relações com Empresas, in the use of its legal attributions and, based on item II, of art. 9, of Law 6,385 / 76, and CVM Instruction 608/19, the determination of the application of a comminatory fine, in the amount of R$ 1,000.00 (one thousand reais), without prejudice to other administrative sanctions, for non-compliance of the requirement contained in this letter, sent exclusively by e-mail, until 03.03.2020, notwithstanding the provisions of the sole paragraph of art. 6 of CVM Instruction 358/02

Sincerely,

Document signed electronically by Nilza Maria Silva de Oliveira, Manager, on 03/02/2020, at 1:07 p.m., based on art. 6, § 1, of Decree No. 8,539, of October 8, 2015. The authenticity of the document can be checked on the website https://sei.cvm.gov.br/conferir_autenticidade, informing the verification code 0947331 and the CRC code 4386EDF7 .

This document’s authenticity can be verified by accessing https://sei.cvm.gov.br/conferir_autenticidade, and typing the “Verifier Code”

0947331 and the “CRC Code” 4386EDF7.

Reference: Process nº 19957.001517 / 2020-05 SEI document nº 0947331

Disclaimer

IRB Brasil Resseguros SA published this content on 03 March 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 04 March 2020 01:38:05 UTC