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Material Fact – BDR Buyback Program

MATERIAL FACT

BIOTOSCANA INVESTMENTS S.A. (“Company” or “GBT”) (B3: GBIO33), a leading biopharmaceutical company in Latin America, announces to its shareholders and the market in general that its general meeting approved today a Buyback Program of BDRs backed by Company Shares (“BDRs” and “Buyback Program”), under the following conditions:

• Company’s objective with the Buyback Program: create value for shareholders by properly managing the Company’s capital structure.

• Maximum number of BDRs to be acquired: up to 1,522,218 BDRs.

• Number of outstanding BDRs/shares: 50,740,594 BDRs/shares.

• Number of BDRs held in treasury on this date: 0.

• BDRs acquired within the scope of the Buyback Program will be held in treasury, cancelled or allocated to any other plan approved by the Company’s General Meeting.

• Maximum term to acquire Company BDRs within the scope of the Buyback Program: 18 months, from May, 2018, to October, 2019; the Board of Executive Officers is responsible for defining the dates in which the buyback will be effectively carried out.

• Brokerage Company: The transactions will be carried out through BTG Pactual Corretora de Títulos e Valores Mobiliários S.A., located at Avenida Brigadeiro Faria Lima, 3477, 15th floor, São Paulo, SP, Brazil, CNPJ/MF: 43.815.158/0001-22.

• In accordance with the Company’s most recent financial information, related to the fiscal year ended December 31, 2017, and pursuant to the Luxembourg Law, under which the Company is governed, the Company had BRL 116,226,474 recorded under consolidate retained earnings, net of legal, expansion and capital reserves.

• The Board of Directors’ members understand that the Company’s current financial situation is compatible with a possible implementation of the Buyback Program under the approved conditions, with no impact on the compliance of obligations assumed with creditors or payment of minimum mandatory dividends. This conclusion arises from the assessment of the potential financial amount to be used in the Buyback Program when compared with (i) the level of obligations assumed with creditors; (ii) the amount, not restricted, available in the Company’s cash, cash equivalents and financial investments; and (iii) the Company’s expectation to generate cash during the fiscal year of 2018.

Detailed information on the Buyback Program is attached herein (Exhibit I). The Company’s Board of Executive Officers will determine the opportunity and number of BDRs to be acquired, pursuant to the limits and the period of validity established in the Buyback Program and the applicable regulation.

Montevideo, April 25, 2018

BIOTOSCANA INVESTMENTS S.A.
Claudio Coracini
Legal representative in Brazil

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Updated on 01/02/2019 at 04:37 pm