MATERIAL FACT

Índico Consultoria de Benefícios

Brasil Insurance Participações e Administração S.A. ("Company"), a publicly held company with common shares traded on the Novo Mercado of the Bovespa under the ticker BRIN3, pursuant to CVM Rule 358/2002, hereby informs its shareholders and the market in general that, in line with its strategy of growth through acquisition of interest in insurance and reinsurance brokerages, signed an agreement acquiring the control of Índico Consultoria de Benefícios, which consistis of two firms, Índico Consultoria de Benefícios e Corretagem de Seguros Ltda. and Viva Bem Gestão de Saúde Ltda., from now on designated as "Índico". This acquisition marks the 45th acquisition made by Brasil Insurance.

Índico, based in São Paulo, is a brokerage firm specialized in providing life, health and dental insurance coverage for corporate clients. Índico intermediates R$160 million in premiums on an annual basis with a client base encompassing more than 175 thousand lives in the aforementioned segments. Besides its presence in São Paulo, Índico also has an office in Manaus, the capital of the state of Amazonas, thus bringing to the Company a presence in the most important city in the northern region of the country.

The total acquisition price is estimated at R$75 million, of which 50% will be paid in cash and 50% in Brasil Insurance stock. The initial payment installment will be R$20.6 million followed by four variable annual installments calculated using an earn-out structure based on the broker's future results.

Brasil Insurance will hold 99.99% of the shares representing the capital stock of Índico. Brasil Insurance, since its IPO, invested a total of R$337 million, including the earn-outs to be paid, in the acquisition of 11 insurance brokers in 2011 (R$192 million) and 7 in 2012 (R$145 million).

Pursuant to Article 256, Item I of Brazilian Corporation Law (Law 6,404/1976), the Company will present this acquisition to shareholders through an Extraordinary Shareholders' Meeting to resolve on this matter. Shareholders dissenting from the acquisition of Índico will have the right to withdraw from the Company at a price of R$4.91. Withdrawal rights will be granted to dissenting shareholders based on a record date of November 13th, 2012. Dissenting shareholders must notify the Company of their decision to dissent and withdraw within thirty days from the date of the Extraordinary Shareholders' Meeting deciding on the aforementioned acquisition.

Rio de Janeiro, November 13th, 2012.

Luis Eduardo Fischman
Chief Financial and Investor Relations Officer

About Brasil Insurance:
Brasil Insurance is a company that is comprised by more than 40 brokerage firms, each founded by brokers with significant experience and an average of 20 years of activity in the insurance or insurance brokerage markets. Our brokerage companies sell a broad range of insurance products, including life, health and dental insurance plans, auto, fleet, large risks, surety, liability, engineering risk, transport and other insurance policies and has 31 offices located in 11 states in Brazil, serving customers across the country.

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