Material Fact – Matters approved at the ESM

Material Fact

São Paulo, April 20, 2016. Contax Participações S.A. (“Contax” or “Company”), in accordance with article 157, paragraph 4, of Law 6,404/76 (“Brazilian Corporation Law”), and CVM Instruction 358/02, hereby informs its shareholders and the market in general that today the Extraordinary Shareholders‘ Meeting (“ESM”) approved the proposal for the Company‘s admission to the Novo Mercado segment of the BM&FBOVESPA S.A. – Securities, Commodities and Futures Exchange (“BM&FBOVESPA”), as well as the following matters:

(1) Conversion of all the Company‘s preferred shares into common shares, in the proportion of one preferred share for each common share and the extinction of the share deposit certificates issued by the Company (units) (“Conversion of Shares”);
(2) Reverse split of all the shares issued by the Company, in the proportion of 100:1, without any change to its capital stock (“Reverse Split”);
(3) Amendment to the Company‘s Bylaws to adjust it to the minimum clauses of the Listing Regulations of the Novo Mercado Segment of the BM&FBOVESPA, as well as the adoption of the highest corporate governance practices and also to reflect the Conversion of Shares and the Reverse Split; and
(4) Election of the Company‘s new Board of Directors, with term of office until the 2018 Annual Shareholders‘ Meeting which will resolve on the accounts for fiscal year 2017;

Conversion of Shares and Reverse Split
Given the approval of the Conversion of Shares and the Reverse Split, after the operationalization of the Conversion of Shares and before applying the reverse split factor, the shareholder CTX Participações S.A. will donate the common shares necessary, so that all Company shareholders hold a number of common shares which is a multiple of 100.
The Conversion of Shares will be carried out in accordance with article 47 of the Bylaws and it will not be subject to the right to withdrawal. The common shares issued by the Company will begin trading in groups on April 22, 2016, the first trading session of the BM&FBOVESPA after the ESM.

Effectiveness of the Company‘s New Bylaws
The provisions in the Company‘s new Bylaws will come into effect today, except for the references in said Bylaws to the Regulations of the Novo Mercado Listing Segment, which must be read and understood as references to the Level 2 Corporate Governance Listing Regulations until the Company is admitted to the Novo Mercado Segment of the BM&FBOVESPA, given that the migration to said segment has already been requested by the Company. The Company‘s common shares will remain listed in the Level 2 Corporate Governance segment until the listing in the Novo Mercado segment.
The Company will promptly inform the shareholders and the market of any relevant developments related to the request to migrate to the Novo Mercado segment.

CONTAX PARTICIPAÇÕES S.A.
Cristiane Barretto Sales
Chief Financial and Investor Relations Officer