Syn Prop e Tech SA · BMFBOVESPA:SYNE3
Syn Prop e Tech SA — Wiz Soluções e Corretagem de Seguros — Shareholder Meeting (August 2018)
22 slides from Syn Prop e Tech SA's shareholder meeting presentation, August 2018
Slide 1: Proposal for New Manner of Operation of Wiz with Caixa Seguridade and its Partners
Proposal for New Manner of Operation of Wiz with Caixa Seguridade and its Partners [Support material for the Extraordinary General Meeting] August 2018
Slide 2: Disclaimers
DISCLAIMERS This presentation contains information about Wiz's business, its projects, its future strategies, its affiliates and subsidiaries, and its business partners. The statements and information referred to in such presentation reflect Reserves the officers' understanding of the Company's futu
Slide 3: Summary
SUMMARY WIZ EFFECTIVE AGREEMENTS CHANGES IN THE OPERATIONAL FRAMEWORK OF CAIXA SEGURIDADE EVOLUTION OF NEGOTIATIONS SCHEDULE ATTACHMENTS 3
Slide 4: Summary
SUMMARY This presentation is part of the negotiation formally initiated by Wiz on March 20, 2018, when we announced the receipt of an unsolicited proposal sent by our indirect stockholder Caixa Seguridade Participações S.A. (“Caixa Seguridade” or “XS”), aiming at establishing new conditions for Wiz
Slide 5: Wiz Effective Agreements
SUMMARY WIZ EFFECTIVE AGREEMENTS CHANGES IN THE OPERATIONAL FRAMEWORK OF CAIXA SEGURIDADE EVOLUTION OF NEGOTIATIONS SCHEDULE ATTACHMENTS 5
Slide 6: Role of Wiz at Caixa Today
ROLE OF WIZ AT CAIXA TODAY Current Contractual Relationship Insurance Environment Structure - CAIXA - Current Caixa Seguros Holding (CSH) Operational Exclusivity for the sale of agreement until CSH Insurance products February 21 for all at CAIXA for the term of INSS insurance lines business partners
Slide 7: Changes in the Operational Framework of Caixa Seguridade
SUMMARY WIZ EFFECTIVE AGREEMENTS CHANGES IN THE OPERATIONAL FRAMEWORK OF CAIXA SEGURIDADE EVOLUTION OF NEGOTIATIONS SCHEDULE ATTACHMENTS 7
Slide 8: New Caixa Seguridade Operational Framework
NEW CAIXA SEGURIDADE OPERATIONAL FRAMEWORK Restructuring of the Insurance Environment at CAIXA designed by Caixa Seguridade¹ RESTRUTURING OF COUNTER Comments 1. Caixa Seguridade under restructuring, with the segmentation of insurer partners 2. Migration of only one partner (CSH), Own with the comple
Slide 9: Evolution of Negotiations
SUMMARY WIZ EFFECTIVE AGREEMENTS CHANGES IN THE OPERATIONAL FRAMEWORK OF CAIXA SEGURIDADE EVOLUTION OF NEGOTIATIONS SCHEDULE ATTACHMENTS 9
Slide 10: Evolution of the Negotiation Process
EVOLUTION OF THE NEGOTIATION PROCESS Pre-negotiation scenario Post-negotiations proposal 1. Preservation of the exclusivity rights to sell all products at CAIXA’s branches until DIFFERENCES OF UNDERSTANDINGS at least February 2021, maintaining the current commission percentages, except BETWEEN THE P
Slide 11: Summary: Considerations vs Grants on Transactions
SUMMARY: CONSIDERATIONS VS GRANTS ON TRANSACTIONS Considerations offered to Wiz: Grants made by Wiz: 1. To guarantee Wiz as an exclusive brokerage firm at CAIXA 1. Wiz's exclusivity rights to act as exclusive insurance broker at until at least February 2021, with a guarantee of the CAIXA will be exc
Slide 12: Agreements to Be Entered Into
AGREEMENTS TO BE ENTERED INTO PARTIES DURATION PURPOSE ▪ Conditions for the provision of brokerage services by Wiz on an exclusive basis to XS until at least February 2021; Caixa Seguridade I Participações S.A. Until Feb 21 ▪ The agreement preserves the level of commission currently received by Wiz
Slide 13: Potential Scenarios
POTENTIAL SCENARIOS Voting at General Meeting¹ Approval at General Non-approval at General Meeting Meeting Wiz as successful Wiz as unsuccessful scenarios A bidder B bidder C Results of potential disputes Business • Transaction without • Transaction without • Difficult to measure scenario insofar as
Slide 14: Administration Conclusion on the Proposal
ADMINISTRATION CONCLUSION ON THE PROPOSAL Despite the Company's performance risk after February 2021, it was established the preservation of its rights up to that date and: Negotiation The Management has made its best efforts to the construction of a consensual solution because any legal disputes wi
Slide 15: Schedule
SUMMARY WIZ EFFECTIVE AGREEMENTS CHANGES IN THE OPERATIONAL FRAMEWORK OF CAIXA SEGURIDADE EVOLUTION OF NEGOTIATIONS SCHEDULE ATTACHMENTS 15
Slide 16: Schedule – Transaction
SCHEDULE – TRANSACTION Extraordinary Meeting of the Board of Directors of Wiz 08/09 Presentation of the terms for consideration by the Directors. Approved by non-conflicted Directors (6). Material Event about approval was disclosed. 08/13 Notice of Wiz General Meeting’ 08/10 – 08/27 Wiz IR team avai
Slide 17: Attachments
SUMMARY WIZ EFFECTIVE AGREEMENTS CHANGES IN THE OPERATIONAL FRAMEWORK OF CAIXA SEGURIDADE EVOLUTION OF NEGOTIATIONS SCHEDULE ATTACHMENTS 17
Slide 18: Wiz Outcomes by Business Lines
WIZ OUTCOMES BY BUSINESS LINES 592.2 450.9 Gross Revenues (R$ million) 312.8 Revenue from stock Revenue from New Sales 229.4 244.5 154.3 Consolidated 2016 2017 1H18 136.3 159.2 134.1 127.8 108.7 79.0 76.8 65.8 63.2 92.2 99.0 81.4 93.0 50.5 Life 52.5 Credit Life Mortgage 2016 2017 1H18 Insurance 2016
Slide 19: History Opening Revenue from Stock
HISTORY OPENING REVENUE FROM STOCK % Total Revenue¹ (R$ MM) 1Q16 2Q16 3Q16 4Q16 1Q17 2Q17 3Q17 4Q17 1Q18 2Q18 revenue 2Q181 Life 22.3 23.5 23.5 22.9 25.2 24.3 24.5 25.0 25.6 26.9 65.4% Mortgage 21.0 19.0 20.4 20.9 22.0 22.9 23.7 24.4 25.2 25.3 78.4% Residential 2.0 2.2 2.5 2.4 2.5 2.4 2.4 2.7 3.1 3.
Slide 20: Commission Ratios
COMISSION RATIOS BROKERAGE/CO-BROKERAGE Wiz i. Conditions ii. Commission Lines Commission Ratio(*) (¹) Tax Basis % Revenue² ▪ Commission in force until February 2021, except when Life 12% % of installment received 32% indicated Credit Insurance 9.64% % of total billed premium 25% ▪ (*) Commission ra
Slide 21: Commission Ratios – Partners Operation (Finanseg)
COMISSION RATIOS PARTNERS OPERATION (FINANSEG) i. Conditions ii. Commission ▪ (1) Commission policy starts from Product Commission Tax basis the contract signing, applied only for insurances policies sold from Breach of Warranty % on installments 25% this date on. Installments due to Insurance (SQG)
Slide 22: Commission Ratios – Backoffice
COMISSION RATIOS BACKOFFICE i. Conditions ii. Commission ▪ The payment of the comission will be due from Product Commission Reference Values the date of commencement of the transaction by segment, after contract signing. Qty of contracts effective Life qty contracts X R$0.458/month in Mar 18: 3.48 M
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