6-K 1 bbd20160906_6k.htm FORM 6-K bbd20160906_6k.htm - Generated by SEC Publisher for SEC Filing

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

 
FORM 6-K
 
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934
 
For the month of September, 2016
Commission File Number 1-15250
 

 
BANCO BRADESCO S.A. 
(Exact name of registrant as specified in its charter)
 
BANK BRADESCO
(Translation of Registrant's name into English)
 
Cidade de Deus, s/n, Vila Yara
06029-900 - Osasco - SP
Federative Republic of Brazil
(Address of principal executive office)
 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.  Form 20-F ___X___ Form 40-F _______

 Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.  

Yes _______ No ___X____

 .


 

 

1


 

 

Summary

 

Message from the Chairman of the Board of Directors and from the Chief Executive Officer 3

Information on General Meetings 

4

Quorum for the holding of the Meeting 

4

Quorum for the Resolutions 

4

Exercise of Voting Rights 

5

·       Holders of preferred shares

5

·       Holders of common shares

5

·       Holders of American Depositary Receipts (ADRs)

5

Participation in the General Meeting

5

·       Attendance in person 

5

·       Participation by proxy 

5

Call Notice

7

Proposal to absorb a portion of the equity of HSBC Bank Brasil S.A. – Banco Múltiplo, a wholly-owned subsidiary of the Company

9

Protocol and Jusification of the Partial Spin-Off of Portions of Equity and their Merger by Existing Companies entered into between HSBC Bank Brasil S.A. – Banco Múltiplo, Banco Bradesco S.A., Banco Bradesco Cartões S.A. and Bradesco Leasing S.A. – Arrendamento Mercantil

10

Appendix 20-A required by CVM Instruction No. 481 of December 17, 2009

14

Appendix 21 required by CVM Instruction No. 481 of December 17, 2009

25

Appendix 3 required by CVM Instruction No.  565, of June 15, 2015

26

Proposal for partial amendment to the Bylaws

28

Legal and economic effects of the amendments, pursuant to Article 11 of CVM Instruction No. 481 of December 17, 2009

31

Transcript of the Bylaws containing the amendment to be submitted to the shareholders at the Special Shareholders’ Meeting

32

Proxy Model

43

Minutes of the Board of Directors' Meeting required by item 6 of Appendix 20-A of CVM Instruction No.  481 of December 17, 2009

45

Minutes of the Fiscal Council's Meeting required by item 6 of Appendix 20-A of CVM Instruction No.  481 of December 17, 2009

49

Risk factors related to HSBC Bank Brasil S.A. - Banco Múltiplo, required by item 11a of Appendix 20-A of CVM Instruction No. 481 of December 17, 2009

50

Main changes in the risk factors related to HSBC Bank Brasil S.A. - Banco Múltiplo, pursuant to item 11b of Appendix 20-A of CVM Instruction No. 481, of December 17, 2009

55

Description of activities of HSBC Bank Brasil S.A. - Banco Múltiplo,  pursuant to item 11c of Appendix 20-A of CVM Instruction No. 481, of December 17, 2009

55

Risk factors related to Banco Bradesco Cartões S.A. required by item 11a of Appendix 20-A of CVM Instruction No.  481 of December 17, 2009

56

Main changes in the risk factors of Banco Bradesco Cartões S.A., pursuant to item 11b of Appendix 20-A of CVM Instruction No. 481 of December 17, 2009

61

Description of the activities of Banco Bradesco Cartões S.A.pursuant to section 11c of Appendix 20a of CVM Instruction 481, of December 17, 2009

61

Item 15 - Appendix 20-A - Report including the negotiation with securities issued by the companies involved in the transaction (last 6 months)

64

Descriptive Memorandum of Properties of the HSBC Bank

78

Evaluation Report of the shareholders' equity of HSBC Bank to be transferred to Banco Bradesco S.A. and work and remuneration proposals of KPMG Auditores Independentes

134

 

 

2


 

 

Message from the Chairman of the Board of Directors and from the Chief Executive Officer

 

Cidade de Deus, Osasco, SP, September 5, 2016

 

Dear shareholders,

 

 

We invite you to attend the Special Shareholders’ Meeting  of Banco Bradesco S.A. ("Bradesco"), to be held on October 7, 2016, at 5:00 p.m., at our headquarters, in the Núcleo Cidade de Deus, Prédio Vermelho, Salão Nobre do 5 o andar, Vila Yara, Osasco, SP.

 

Last July, we had the pleasure to announce to you the completion of the transaction for the acquisition of the entire capital of HSBC Bank Brasil S.A. - Banco Múltiplo (HSBC Bank) and HSBC Serviços e Participações Ltda., which began in the second half of 2015.

 

In compliance with our administrative plan, we decided to propose the absorption of a portion of the equity of HSBC Bank, a wholly-owned subsidiary of Bradesco, through a partial spin-off, in order to achieve improved results in terms of operational rationalization, competitiveness and productivity, as well as reducing administrative costs.

If the transaction is approved, HSBC's technologic integration in Bradesco will start on October 7, 2016, and current customers of HSBC will have access to their accounts in Bradesco on October 8, 2016, being served as usual and counting with all products, services and facilities offered by us. The approval also matter in subsequent replacement of the HSBC brand in its service network, which will become Bradesco.

 

In addition, proposals for the partial amendment to our bylaws will also be subject to your analysis and vote, regarding the wording of Articles providing for: i) the composition of Bradesco's Executive Board; ii) age limit to exercise the position of Chief Executive Officer; and iii) the operation of Bradesco Organization’s Ombudsman.

 

Finally, we inform you that you will find in this manual all the documentation required by law and the necessary guidelines for the analysis and exercise of the right to vote on the matters listed in the Call Notice for the Meeting called herein.

 

We remain at your disposal to provide any further clarification that you may require.

 

Kind regards,

 

Lázaro de Mello Brandão

 

Luiz Carlos Trabuco Cappi

Chairman of the Board of Directors

 

CEO and

Vice Chairman of the Board of Directors

 

 

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Information on General Meetings

Bradesco’s General Meetings are called and installed in accordance with the law and the Bylaws.

 

The shareholders gathered at a General Meeting have the power to decide on all matters related to the Company's purpose and to take the decisions they deem appropriate for its protection and development. This subject is covered in Chapter XI (Articles 121 to 137) of Law No 6404/76.

 

Thus, the Call Notice being released today, and that is also part of this Manual, summons the shareholders to resolve on the Management's proposals for: 1) the absorption of the portion of HSBC Bank's equity, a wholly-owned subsidiary of Bradesco; and 2) the partial amendment to the Company's Bylaws. Both proposals will be subject to the approval by the Brazilian Central Bank.

 

The documentation related to the Meeting, part of this Manual, is at the disposal of the shareholders at our Market Relations Department, at the Núcleo Cidade de Deus, Prédio Vermelho, 3º andar, Vila Yara, Osasco, SP, and can also be consulted on the following websites:

 

Bradesco www.bradesco.com.br - Investor Relations - Corporate Governance - Shareholders

BM&FBOVESPA  www.bmfbovespa.com.br

CVM www.cvm.gov.br

 

Quorum for the holding of the Meeting

 

Regarding item 1 of the Agenda of the General Meeting called today, the provisions of Article 125 of Law No.  6404/76 must be observed, according to which the quorum for the holding of the Meeting, on first call, is of 1/4 (one fourth) of the capital stock with voting rights, and on second call, with any number.

 

Regarding item 2 of the Agenda, pursuant to Article 135 of Law No. 6404/76, the General Meeting to resolve on the amendments to the Bylaws shall be installed on first call, with the presence of shareholders representing at least two thirds (2/3) of the capital stock with voting rights and, on second call, will be installed with any number.

 

In view of this, during the opening of the works of Bradesco's Special Shareholders’ Meeting  on October 7, 2016, if not verified the presence of two thirds (2/3) of the shareholders with voting rights, only item 1 of the Agenda will be resolved on. In this case, the presence of at least 1/4 (one fourth) of the shareholders with voting rights must be verified.

 

Quorum for the Resolutions

 

Under Article 129 of Law No. 6404/76, the resolutions are taken by a majority vote, without computing blank votes.

 

 

 

 

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Exercise of Voting Rights

 

Holders of preferred shares

 

Holders of preferred shares will not have voting rights; however, they may attend the General Meeting and discuss the matters submitted for deliberation.

 

Holders of common shares

 

Holders of common shares are entitled to vote on all matters listed on the Agenda.

 

Holders of American Depositary Receipts (ADRs)

 

Only holders of American Depositary Receipts (ADRs) backed by common shares will be granted voting rights.

 

Participation in the General Meeting

 

Attendance in person

According to the provisions of Article 126 of Law No. 6404/76, holders of common and preferred shares that attend the venue may attend the Meeting, provided that they have, in addition to the identity card, a proof of ownership of the Company's shares, issued by the depositary and/or custodian financial institution.

 

The management recommends that such proof is issued in up two (2) working days before the date set for the said Meeting.

 

Shareholders who are legal entities, such as commercial companies and investment funds, shall be represented in accordance with their bylaws, Articles of Incorporation or regulation, delivering the documents proving the regularity of the representation, accompanied by the minutes of the election of the executive officers, if applicable, at the place and time indicated in the item below.

 

Prior to installing the General Meeting, the shareholders shall sign the Attendance Book.

 

Participation by proxy

Optionally, shareholders may also be represented by a proxy appointed less than a year ago, as long as the proxy is a shareholder, an executive officer of Banco Bradesco S.A., a lawyer or a financial institution. It is the responsibility of the manager of the investment funds to represent their investors, in accordance with the provisions of Paragraph One, Article 126 of Law No. 6404/76. In the case of proxy granted in the country, it must mandatorily include the notarized signature of the grantor. We also observe that corporate shareholders may be represented in accordance with their Bylaws/Articles of Incorporation.

 

In order to assist the shareholders, the Model of Power of Attorney in this Guide may be used. In this case, the proxy shall vote strictly observing the instructions contained in the respective powers of attorney.

 

 

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Alternatively, the shareholders may also grant different powers of attorney from the one suggested here, provided that they are in accordance with the provisions of Law No. 6404/76 and the Brazilian Civil Code.

 

When the shareholder is represented by proxy, the regularity of the proxy must be examined before the beginning of the General Meeting.

 

Thus, in order to speed up the process and facilitate the works of the Meeting, the proof of ownership of shares and the power of attorney may, at the shareholder's discretion, be deposited at the Company's headquarters, preferably, two (2) business days before the date set for the General Meeting, at Banco Bradesco S.A. - General Secretariat - Corporate Area - Núcleo Cidade de Deus - 4o andar of the Prédio Vermelho - Vila Yara - Osasco, SP - CEP 06029-900. A copy of the documentation may also be sent via email, to governancacorp@bradesco.com.br.

 

Before sending the power of attorney drawn up in a foreign language, the shareholder must provide, first, its translation into Portuguese and, later, file it at the Registry of Deeds and Documents.

 

The documentation related to the Meeting, part of this Manual, is available at our Market Relations Department, at the Núcleo Cidade de Deus, Prédio Vermelho, 3º andar, Vila Yara, Osasco, SP, and can also be consulted on the following websites:

 

Bradesco www.bradesco.com.br - Investor Relations - Corporate Governance - Shareholders

BM&FBOVESPA  www.bmfbovespa.com.br

CVM www.cvm.gov.br

 

 

 

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Call Notice

Banco Bradesco S.A.

Corporate Taxpayer's ID (CNPJ) No. 60.746.948/0001-12 - State Registry (NIRE) 35.300.027.795

Publicly-Held Company

Special Shareholders’ Meeting  

Call Notice

 

We invite the shareholders of this Company to gather together in the Special Shareholders’ Meeting, on October 7, 2016, at 5 p.m., at our headquarters, in the Núcleo Cidade de Deus, Prédio Vermelho, Salão Nobre do 5o andar, Vila Yara, Osasco, SP, in order to examine the Board of Directors' proposals to:

 

1)        absorb part of the equity of HSBC Bank Brazil S.A. - Banco Múltiplo (HSBC Bank), a wholly-owned subsidiary of the Company, in accordance with the provisions of Articles 224, 225 and 229 of Law No. 6404/76, upon: a) the analysis of the Protocol and Justification of Partial Spin-off with the Transfer of Portions of the Equity of Existing Companies; b) the ratification of the appointment of experts and the approval of the Appraisal Report of the net equity's portion of HSBC Bank to be transferred to Banco Bradesco S.A. (Bradesco); and c) approval of the transfer of the portion of the equity of HSBC Bank to Bradesco, with HSBC Bank's technological integration into Bradesco and the consequent replacement of HSBC brand in its service network, which will become Bradesco; and

 

2)        to partially amend the Bylaws in:

 

2.1) the caput and Paragraph One of Article 12, dealing with the composition of the Board of Executive Officers;

 

2.2) Sole Paragraph of Article 18, improving its wording and increasing the age to exercise the position of Chief Executive Officer from less than 65 to less than 67 years, on the election date; and

 

2.3) Article 23, regarding the functioning of the Bradesco Organization’s Ombudsman, improving its content, especially in order to meet the requirements of National Monetary Council Resolution 4,433 of July 23, 2015.

 

 

Voting Rights and Participation in the Meeting

Holders of preferred shares have no voting rights. However, they may attend the General Meeting and discuss the matters submitted for deliberation. Holders of common shares are entitled to vote on all matters listed on the Agenda. Under Article 126 of Law No. 6404/76, as amended, to attend and vote at the General Meeting, the shareholders must note that:

 

·      in addition to their identity card, they must also present proof of ownership of the Company's shares issued by the custodian; for the holders of registered shares held in custody at Bradesco, the presentation of such proof is waived;

·      if unable to attend the General Meeting, the shareholder may be represented by a proxy appointed less than a year ago, as long as the proxy is a shareholder, an executive officer of Bradesco, a lawyer

 

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or a financial institution; In the case of proxy granted in the country, it must mandatorily include the notarized signature of the grantor;

·      before sending the power of attorney drawn up in a foreign language, the document must be translated into Portuguese and its translations must be filed at the Registry of Deeds and Documents.

·      in order to speed up the process and facilitate the works of the Meeting, the proof of ownership of shares, the power of attorney and any declaration of vote, at the shareholder's discretion, may be deposited at the Company's headquarters, preferably up to two (2) business days before the date set for the General Meeting, at Banco Bradesco S.A. –  General Secretariat – Corporate Area – Núcleo Cidade de Deus – 4o andar do Prédio Vermelho – Vila Yara - Osasco, SP – CEP 06029-900. Copy of the documentation may also be sent to the e-mail governancacorp@bradesco.com.br.

 

 

Documents available to the shareholders: all legal documents and additional information necessary for the analysis and exercise of voting rights are available to the shareholders at the Market Relations Department, at the Núcleo Cidade de Deus, Prédio Vermelho, 3º andar, Vila Yara, Osasco, SP, and on the websites www.bradesco.com.br – Investor Relations – Corporate Governance – Shareholders; BM&FBOVESPA (www.bmfbovespa.com.br) and/or CVM (www.cvm.gov.br).

 

Any clarifications can be obtained at the website of Investor Relations - www.bradesco.com.br/ri - Corporate Governance, at Bradesco's network of branches or through the e-mail governancacorp@bradesco.com.br.

 

Cidade de Deus, Osasco, SP, September 5, 2016.

 

Lázaro de Mello Brandão

Chairman of the Board of Directors

 

 

 

 

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Proposal to absorb a portion of the equity of HSBC Bank Brasil S.A. – Banco Múltiplo, a wholly-owned subsidiary of the Company

“Dear shareholders,

 

The Board of Directors of Banco Bradesco S.A. (Bradesco) hereby submits to you proposal to absorb part of the equity of HSBC Bank Brazil S.A. - Banco Múltiplo (HSBC Bank), a wholly-owned subsidiary of the Company, in accordance with the provisions of Articles 224, 225 and 229 of Law No. 6404/76, upon: a) the analysis of the Protocol and Justification of Partial Spin-off with the Transfer of Portions of the Equity of Existing Companies; b) the ratification of the appointment of experts and the approval of the Appraisal Report of the net equity's portion of  HSBC Bank to be transferred to Bradesco; and c) approval of the transfer of the portion of the equity of HSBC Bank to Bradesco, with HSBC Bank's technological integration into Bradesco and the consequent replacement of HSBC brand in its service network, which will become Bradesco.

 

The operation:

 

·        aims to promote a corporate restructuring with the following goals: (i) to segregate, redirect and consolidate assets and liabilities of HSBC Bank to Bradesco, Banco Bradesco Cartões S.A. and Bradesco Leasing S.A. – Arrendamento Mercantil, implementing the integration of operating platforms; (ii) to promote synergy between ongoing businesses and operations, with the consequent optimization and rationalization of operating and administrative costs; (iii) to preserve the continuity of HSBC Bank with the continuation of its activities for efficiency operational reasons

 

·      once approved, it will follow the terms and features listed in the "Protocol and Justification of the Partial Spin-Off of Portions of Equity and their Merger by Existing Companies entered into between HSBC Bank Brasil S.A. – Banco Múltiplo, Banco Bradesco S.A., Banco Bradesco Cartões S.A. and Bradesco Leasing S.A. – Arrendamento Mercantil”

 

********

 

For additional information, see the Protocol .

 

 

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Protocol and Jusification of the Partial Spin-Off of Portions of Equity and their Merger by Existing Companies entered into between HSBC Bank Brasil S.A. – Banco Múltiplo, Banco Bradesco S.A., Banco Bradesco Cartões S.A. and Bradesco Leasing S.A. – Arrendamento Mercantil

The following is the full translation of the Protocol:

 

Protocol and Justification of the Partial Spin-Off of Portions of Equity and their Merger by Existing Companies entered into between HSBC Bank Brasil S.A. – Banco Múltiplo, Banco Bradesco S.A., Banco Bradesco Cartões S.A. and Bradesco Leasing S.A. – Arrendamento Mercantil

 

“HSBC Bank Brasil S.A. - Banco Múltiplo, with headquarters at Oliveira Bello, 34, 4o andar, Centro, in the city of Curitiba, state of Paraná, inscribed in the roll of corporate taxpayers (CNPJ) under no. 01.701.201/0001-89 and in the corporate registry (NIRE) under no. 41.300.015.341, hereinafter designated as HSBC Bank; Banco Bradesco S.A., with headquarters at Núcleo Cidade de Deus, 4o andar, Prédio Vermelho, Vila Yara, in the city of Osasco, state of São Paulo, CEP 06029-900, CNPJ no. 60.746.948/0001-12 - NIRE no. 35.300.027.795, hereinafter designated as Bradesco; Banco Bradesco Cartões S.A., with headquarters at Núcleo Cidade de Deus, Prédio Prata, 4o andar, Vila Yara, in the city of Osasco, state of São Paulo, CEP 06029-900, CNPJ no. 59.438.325/0001-01, NIRE no. 35.300.120.990, hereinafter designated as Bradesco Cartões; and Bradesco Leasing S.A. - Arrendamento Mercantil, with headquarters at Núcleo Cidade de Deus, Prédio Prata, 2o andar, Vila Yara, in the city of Osasco, state of São Paulo, CNPJ no. 47.509.120/0001-82, NIRE no. 35.300.151.381, hereinafter designated as Bradesco Leasing, all of which represented by their Executive Officers, Messrs. Domingos Figueiredo de Abreu, Brazilian, married, banker, bearer of ID document (RG) no. 6.438.883-9/SSP-SP, inscribed in the roll of individual taxpayers (CPF) under No. 942.909.898/53, and Marcelo de Araújo Noronha, Brazilian, married, banker, RG no. 56.163.018-5/SSP-SP, CPF No. 360.668.504/15, both of whom domiciled at Núcleo Cidade de Deus, Vila Yara, in the city of Osasco, state of São Paulo, CEP 06029-900, pursuant to Articles 224, 225 and 229 of Law 6404/76, hereby execute this present Protocol and Justification of the Partial Spin-Off of Portions of Equity and their Merger by Existing Companies, through which the Partial Spin-Off of the Net Equity of HSBC Bank, with the merger of the spun-off portions by Bradesco, Bradesco Cartões and Bradesco Leasing, replacing HSBC Bank, will be submitted to the shareholders of the Companies, at Special Shareholders’ Meetings to be held on October 7, 2016. The transaction, once authorized, shall comply with the following clauses and conditions:

 

I.                    aims to promote a corporate restructuring with the following goals: (i) to segregate, redirect and consolidate assets and liabilities of HSBC Bank to Bradesco, Bradesco Cartões e Bradesco Leasing; (ii) to promote synergy between ongoing businesses and operations, with the consequent optimization and rationalization of operating and administrative costs; (iii) to preserve the continuity of HSBC Bank with the continuation of its activities for operational reasons;

 

II.                  will ratify the appointment of KPMG Auditores Independentes, with headquarters in the city of Osasco, state of São Paulo, at Avenida Dionysia Alves Barreto, 500, 10o andar, CNPJ no.  57.755.217/0022-53, registered with the Regional Accounting Council (CRC) under no.  2SP028567/O-1 F-SP, as the appraiser of the Net Equity of HSBC Bank on the base date of July 31, 2016;

 

III.                will become effective on October 7, 2016, with the Net Equity of HSBC Bank having been appraised at the book value of  R$7,713,126,737.21 (seven billion, seven hundred and thirteen million, one hundred and twenty-six thousand seven hundred and thirty-seven reais and twenty

 

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one cents) and the spun-off portion of its assets, to be transferred to Bradesco, Bradesco Cartões and Bradesco Leasing, will correspond, respectively, to R$12,657,840.06 (twelve million, six hundred fifty-seven thousand, eight hundred and forty reais and six cents), R$17,877,851.26 (seventeen million, eight hundred seventy-seven thousand, eight hundred and fifty-one reais and twenty-six centavos) and R$22,267,291.29 (twenty-two million, two hundred sixty-seven thousand, two hundred ninety-one reais and twenty-nine cents);

 

IV.               the equity changes verified in HSBC Bank between the base date of July 31, 2016 and the effective date of the operation (October 7, 2016), will integrate its accounts movements and will be transferred, on the date of the event, in proportion and relation to each spun-off portion, to Bradesco, Bradesco Cartões and Bradesco Leasing;

 

V.                 the equity movements between the abovementioned companies involved in this corporate operation will not involve any exchange with third parties, given that HSBC Bank, Bradesco Cartões and Bradesco Leasing are 100% (one hundred per cent) controlled by Bradesco. Thus, there is no need to speak of dissenting shareholders or withdrawal of rights of shareholders of the demerged company due to the transaction, also not being applicable the provisions of Article 264 of the Brazilian Corporations Law and Article 8 of CVM Instruction No. 565/15;

 

VI.                the operation having been approved, there will be:

 

a)      reduction of the Equity of HSBC Bank in the amount of R$52,802,982.61 (fifty-two million, eight hundred and two thousand, nine hundred and eighty-two reais and sixty-one cents), R$156,483,922.70 (one hundred fifty-six million, four hundred and eighty-three thousand, nine hundred and twenty-two reais and seventy cents) in the "Capital" account, without the cancellation of shares, offset by the outstanding balance of R$103,680,940.09 (one hundred and three million, six hundred eighty thousand, nine hundred and forty reais and nine cents) recorded in the "Equity Appraisal Adjustments" section. The said reduction of the share capital of HSBC Bank, in the amount of R$156,483,922.70 (one hundred fifty-six million, four hundred and eighty-three thousand, nine hundred and twenty-two reais and seventy cents) changes the share capital, going from R$10,299,759,603.73 (ten billion , two hundred ninety-nine million, seven hundred fifty nine thousand, six hundred and three reais and seventy-three cents) to R$10,143,275,681.03 (ten billion, one hundred forty and three million two hundred and seventy-five thousand, six hundred eighty-one reais and three cents), with the consequent amendment to the head of Article 6 of the Bylaws, which will become effective with the following wording: "Article 6) The share capital is of R$10,143,275,681.03 (ten billion, one hundred forty-three million, two hundred and seventy-five thousand, six hundred and eighty-one reais and three centavos), divided into 3,264,924,827 (three billion, two hundred sixty-four million, nine hundred and twenty-four thousand, eight hundred and twenty-seven) common, registered, book-entry shares with no par value."

 

Consequently, the corresponding merger of the spun-off portions of the Equity of HSBC Bank:

 

                                       i.     will not produce any effect on the Equity of Bradesco, given that HSBC Bank is its wholly-owned subsidiary, and is therefore 100% reflected in the "Investment" section of Bradesco;

 

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                                     ii.     that will be absorbed by Bradesco Cartões and Bradesco Leasing shall be deducted from the "Investment" held by Bradesco in HSBC Bank and added to the value of the "Investment" that Bradesco holds, respectively, in Bradesco Cartões and Bradesco Leasing, as the sole shareholder of listed Companies;

 

 

b)      increase in the share capital of Bradesco Cartões, in the amount of R$17,877,851.26 (seventeen million, eight hundred seventy-seven thousand, eight hundred fifty-one reais and twenty-six cents), going from R$1,210,000,000.00 (one billion, two hundred and ten million reais) to R$ 1,227,877,851.26 (one billion two hundred and twenty-seven million, eight hundred and seventy-seven thousand, eight hundred fifty-one reais and twenty-six cents), by issuing 15,988,491 new shares, being 7,994,246 common shares and 7,994,245 preferred shares, considering the value of the equity per share of R$1,118169957, with a consequent change in the head of Article 6 of the Bylaws, which will take effect as follows: "Article 6) The Share Capital is of R$1,227,877,851.26 (one billion two hundred and twenty-seven million, eight hundred and seventy-seven thousand, eight hundred fifty-one reais and twenty-six cents) divided into 2,319,754,028 (two billion, three hundred and nineteen million, seven hundred and fifty-four thousand and twenty-eight) registered book-entry shares with no par value, with 1,159,877,015 (one billion, one hundred fifty-nine million, eight hundred and seventy-seven thousand and fifteen) common shares and 1,159,877,013 (one billion, one hundred fifty-nine million, eight hundred and seventy-seven thousand and thirteen) preferred shares".;

 

c)      increase in the share capital of Bradesco Leasing in the amount of R$22,267,291.29 (twenty-two million, two hundred sixty-seven thousand, two hundred ninety-one reais and twenty-nine cents), going from R$2,290,000,000.00 (two billion, two hundred ninety million reais) to R$2,312,267,291.29 (two billion, three hundred and twelve million, two hundred sixty-seven thousand, two hundred ninety-one reais and twenty-nine centavos) through the issuance of 163 new shares considering the value of equity per share of R$135,988.072068141, with the consequent amendment to the head of Article 6 of the Bylaws, which will become effective with the following wording: "Article 6) The Share Capital is of R$2,312,267,291.29 (two billion, three hundred and twelve million, two hundred and sixty-seven thousand, two hundred and ninety-one reais and twenty-nine centavos), divided into 23,585 (twenty-three thousand, five hundred and eighty-five) registered book-entry common shares with no par value”.;

 

VII.              as explained in the letter "a" of Item VI, the partial spin-off of HSBC Bank will not result in the cancellation of shares of its share capital, which will continue to be wholly owned by Bradesco, as its sole shareholder;

 

VIII.           the shares of Bradesco Cartões and Bradesco Leasing, issued as a result of the absorption of part of the equity of HSBC Bank, to be assigned to Bradesco, sole shareholder of HSBC Bank, will be fully entitled to the same rights and/or benefits guaranteed to common and/or preferred shares currently existing, including dividends and/or interest on capital that may be declared from the date of the General Meetings of HSBC Bank, Bradesco Cartões and Bradesco Leasing approving the transaction, whose payment shall be made after the approval of the respective

 

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processes by the Central Bank of Brazil. They will also be fully entitled to any eventual benefits attributed to the other shares as of that date (October 7, 2016);

 

IX.                Bradesco, Bradesco Cartões and Bradesco Leasing will assume all the rights and obligations of HSBC Bank whichever the case, arising from, proportionally and directly related to the goods, rights and obligations corresponding to the portions merged as a result of the spin-off, individually or with HSBC Bank, pursuant to the Sole Paragraph of Article 233 of Law No. 6404/76. The responsibility, limited to each spun-off portion, will be assumed by Bradesco, Bradesco Cartões and Bradesco Leasing, relative to any existing obligations of HSBC Bank, or subsequently imposed on it, known or not, independently of any other corporate restructuring already occurred, including and primarily fiscal, tax, labor, civil and social security obligations arising from facts generated up to October 7, 2016, the date of the partial spin-off, as well as any and all rights already known or that come to be known;

 

X.                  the transaction will be submitted for approval of the Central Bank of Brazil and, subsequently, registered with the State Registries of Commerce of Paraná and São Paulo;

 

XI.                are an integral part of this Protocol and Justification of the Partial Spin-Off of Portions of Equity and their Merger by Existing Companies:

 

a)       Appraisal Report of the Book Value of HSBC Bank, including, as an attachment, its Balance Sheet on the base date of July 31, 2016, with the respective statements of the portions to be spun off

 

b)       Descriptive memorandum of the properties belonging to HSBC Bank to be transferred to Bradesco as part of the spun-off portion merged by the latter".

 

********

The Evalution Report composes its Manual, as of page 125, and it can also be visualized on the following websites:

 

To see the Report, access the following websites:

 

CVM         www.cvm.gov – Information on Regulated – Companies – Consult Information on Companies – Information on Regulated Document and Company Information Type Banco Bradesco > Banco Bradesco S.A. > Categories: "Economic-Financial Data" – "Appraisal Report";

 

Bradesco www.bradesco.com.br/ri - Corporate Governance – Shareholders – Appraisal Report on the Special Shareholders’ Meeting  of October 7, 2016

 

The description memorandum of buildings is available in this Manual.

 

 

 

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Appendix 20-A required by CVM Instruction No. 481 of December 17, 2009

1.      Protocol and justification of the operation, pursuant to articles 224 and 225 of Law 6,404, of 1976

 

See Protocol.

 

2.      Other agreements, contracts and preliminary contracts regulating the exercise of voting rights or the transfer of shares issued by companies that result from or continue to exist after the operation, filed at the company’s headquarters or in which the company’s controlling shareholder is a party

 

Not applicable.

 

3.      Description of the operation, including:

 

a)        Terms and conditions

 

See Protocol.

 

b)        Obligations to indemnify:

 

i.          Managers of any of the companies involved

 

Not applicable.

 

ii.        If the transaction fails to materialize

 

Not applicable.

 

c)         Table comparing the rights, advantages and restrictions of the shares of companies involved in or resulting from the operation, before and after the operation

 

The merger of the spun-off portions of HSBC Bank's equity will not cause any change to the rights granted to the shares of the companies involved in the transaction, which are as follows:

 

Banco Bradesco S.A.

Type

Rights

Benefits

Restrictions

Common

·  voting rights;

·  in case of a public offer arising from the sale of control of the Company, common shares that are not part of the controlling group shall be entitled to receive one hundred percent (100%) of the amount paid per common share owned by the controllers.

·    will be entitled to dividends and/or interest on own capital that may be declared as of the date of their inclusion in the position of shareholders. They are also entitled, in full, to any benefits attributed to other shares as of the aforementioned date.

·   the conversion of common shares into preferred shares is not allowed.

Preferred

·  priority in the reimbursement of Capital Stock in the case of liquidation of the Company;

·  dividends ten percent (10%) higher than those attributed to common shares;

·  inclusion in a public offer arising from the sale of control of the Company, entitling their holders to receive a price equal to eighty percent (80%) of the amount paid per common share in the controlling block.

·    as above.

·   have no voting rights, except in the cases provided for by law;

·   the conversion of preferred shares into common shares is not allowed.

 

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Banco Bradesco Cartões S.A.

Type

Rights

Benefits

Restrictions

Common

·  grant to their holders the rights provided for by law.

·    grant to their holders the benefits provided by law.

·   Not applicable

Preferred

·  priority in the reimbursement of Capital Stock, without premium, in the case of liquidation of the Company;

·  dividends ten percent (10%) higher than those attributed to common shares;

·  other rights provided for by law.

·    as above.

·  have no voting rights, except in the cases provided for by law;

·  the conversion of preferred shares into common shares is not allowed.

 

Bradesco Leasing S.A. – Arrendamento Mercantil

Type

Rights

Benefits

Restrictions

Common

·  grant to their holders the rights provided for by law.

·    grant to their holders the benefits provided by law.

·   Not applicable

 

HSBC Bank Brasil S.A. -– Banco Múltiplo

Type

Rights

Benefits

Restrictions

Common

·  grant to their holders the rights provided for by law.

·    grant to their holders the benefits provided by law.

·   Not applicable

 

d)        Eventual need for approval by debenture holders or other creditors

 

Not applicable.

 

e)        Assets and liabilities that will compose each portion of the shareholders’ equity, in case of a spin-off

 

See Report prepared by KPMG Auditores Independentes which is part of the Protocol and Justification of the Partial Spin-Off with the Transfer of Portions of the Equity in Existing Companies, which is available to the shareholders from this date, on the websites listed below, in accordance with the Official Letter/CVM/SEP/Nº02/2015:

 

CVM www.cvm.gov – Information on Regulated – Companies – Consult Information on Companies – Informações de Regulados Document and Company Information Type Banco Bradesco > Banco Bradesco S.A. >  Categories: "Economic-Financial Data" – "Appraisal Report";

 

Bradesco www.bradesco.com.br/ri - Corporate Governance – Shareholders – Appraisal Report on the Special Shareholders’ Meeting  of October 7, 2016 

 

 

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f)          Intention of the resulting companies to obtain registration as an issuer of securities

 

Not applicable.

 

4.               Plans for conducting the corporate operations, notably regarding specific corporate events which the company intends to promote

 

There is no specific corporate action intended to be promoted with the companies involved in the transaction after the transfer of the portions of the equity of HSBC Bank.

 

5.      Analysis of the following aspects of the operation:

 

a)        Description of the main benefits expected, including:

 

i.               Synergies

 

The partial spin-off of HSBC Bank with the merger of the spun-off portions by Bradesco, Bradesco Cartões and Bradesco Leasing will bring several synergies, including: consolidating assets and liabilities under the management of HSBC Bank to Bradesco, Bradesco Cartões and Bradesco Leasing; optimize and streamline operational and administrative costs; enable the transfer of interest in other investees from HSBC Bank to Bradesco, in order to subsequently allocate them to the corresponding business segment in Bradesco Organization’s corporate structure.

 

We specified some anticipated synergies in more details below:

 

Branches

 

It is estimated that the merger of the portion of HSBC Bank will provide synergy in the administrative expenses of the branch network, the main ones being:

 

•   Transport of values: unified logistics;

•   ATM network: adequacy of logistics and maintenance;

•   Development of systems: unification of systems;

•   Data communication and sharing of lines;

•   Review and renegotiation of agreements in general.

 

Customers

 

Bradesco has a large portfolio of products and services that will be available to customers from HSBC Bank, enabling an increase in the relationship with these customers.

 

Administrative Expenses

 

Data Processing

 

 

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Bradesco may use its surplus processing capacity to also meet the acquired operation, enabling scale gains. In addition, some processes currently being operated by HSBC Bank may no longer be executed.

 

Information Technology (IT)

 

The unification of systems and communication lines will lead to a significant synergy of expenses.

 

Third Party and Specialized Technical Services

 

With the estimated scale gain benefits, the administrative service expenses, such as audit and consulting and agreement renegotiations, will be diluted by integrated hiring with Bradesco.

 

Marketing and Advertising

 

Discontinuity of institutional communication and products of HSBC Bank.

 

ii.             Tax benefits

 

With the unification of the structures, the main object of the operation, Articles 20, 21 and 22 of Law No. 12,973/14 will be complied with.

 

iii.           Strategic advantages

 

The Transaction

 

The advantages of the partial spin-off of HSBC Bank with the merger of the spun-off portions by Bradesco, Bradesco Cartões and Bradesco Leasing will arise from the allocation of activities currently developed at HSBC Bank in companies of the Bradesco Organization that effectively develop these activities (Bradesco, Bradesco Cartões and Bradesco Leasing), consequently rationalizing and reducing operating, administrative and legal costs.

 

The operation reinforces the presence of Bradesco's brand throughout the country, providing a greater degree of adaptation to a dynamic and highly competitive market.

 

The merger of the portion of HSBC Bank by Bradesco will allow the absorption of HSBC Bank branches already mature, established and fully operational.

 

With the acquisition of HSBC Bank, the portion of investments allocated for its expansion will be redirected to the adequacy of HSBC Bank branches.

 

Service Points (PAs)

 

 

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HSBC Bank's PAs are mostly located in large companies to provide services to employees in payroll agreements. Bradesco intends to maintain these structures.   

 

Bank Correspondents

 

Bradesco is one of the leaders among private banks, owning more than 50,000 PAs in the country. All the know-how acquired by Bradesco in this service model will be transferred to correspondents who are currently linked to HSBC Bank, further democratizing the offerings of products and services, especially for the lower income audience.

 

Customers

 

Bradesco has the opportunity to take advantage of a significant number of high-income customers (Premier and Advance segment of HSBC Bank), converging with its strategy to expand its performance in this customer segment.

 

Bradesco believes that the merger of the portion of HSBC Bank and, consequently, of HSBC's branches and customers will add several benefits to customers of both banks, such as:

 

·      Expansion of the service network (branches, Pas, bank correspondents, ATMs);

·      Greater diversity of products and services offered (investment fund, cards and insurance, among others);

·      Use of the best solutions of each bank in digital channels (mobile and Internet);

·      Gains in scale and productivity

 

b)        Costs

 

The costs incurred in the operation refer to lawyers’ and independent auditors’ fees, as well as migration costs (the integration of operating platforms), in the approximate amount of R$248 million

 

c)         Risk factors

 

·         Possible loss of customers due to the migration between banks;

·         Not being able to carry out all the synergies planned in the business;

·         Possible change in the tax law that hinders the use of the transaction tax benefits;

·         Failure to comply with any item of the agreements with regulatory agencies;

·         Loss of transactions with large corporate customers arising from HSBC Bank due to the eventual excessive risk exposure of Bradesco with these customers.

 

d)        In case of a transaction with related parties, eventual alternatives that could have been used to attain the same goals, indicating the reasons why these alternatives were discarded

 

 

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Not applicable, as all companies involved in the transaction are wholly-owned subsidiaries of Banco Bradesco S.A.

 

e)        Replacement ratio

 

Not applicable, as all companies involved in the transaction are wholly-owned subsidiaries of Banco Bradesco S.A.

 

f)          In the operations involving parent companies, subsidiaries or companies under joint control

 

i.          Share replacement ratio calculated in accordance with article 264 of Law 6,404, of 1976;

 

Not applicable.

 

ii.        Detailed description of the process for negotiating the replacement ratio and other terms and conditions of the operation

 

Not applicable.

 

iii.      If in the last 12 months prior to the operation an acquisition of control or an acquisition of interest in the controlling block was held:

 

·                Comparative analysis between the replacement ratio and the price paid in the acquisition of control

 

On July 1, 2016, Bradesco acquired 100% of the capital of HSBC Bank and HSBC Serviços e Participações Ltda., as the details contained in the material facts of August 3, 2015 and July 1, 2016. There is no exchange ratio in the spin-off transaction of HSBC Bank with incorporation of the spun-off portion.

 

·                Reasons that justify any differences in the assessment in different operations

 

The transaction now examined is being carried out through the criterion of book value and involves companies 100% owned by Bradesco; therefore, this item becomes not applicable.

 

iv.      JJustification of why the replacement ratio is commutative, with the description of the procedures and criteria adopted to ensure the commutativity of the operation or, if the replacement ratio is not commutative, detail of the payment or equivalent measures adopted to ensure adequate compensation.

 

Not applicable.

 

6.               Copy of the minutes of all meetings of the board of directors, fiscal council and special committees where the operation was discussed, including eventual dissenting votes

 

See the transcription of the Minutes of the Board of Directors' Meeting of September 5, 2016

 

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See the transcription of the Minutes of the Fiscal Coulcil's Meeting of September 5, 2016

 

7.               Copy of studies, presentations, reports, opinions or appraisal reports of the companies involved in the operation made available to the controlling shareholder in any step of the operation

 

See Report prepared by KPMG Auditores Independentes which is part of the Protocol and Justification of the Partial Spin-Off with the Transfer of Portions of the Equity in Existing Companies, which is available to the shareholders from this date, on the websites listed below, in accordance with the Official Letter/CVM/SEP/Nº02/2015:

 

CVM www.cvm.gov – Information on Regulated – Companies – Consult Information on Companies – Informações de Regulados Document and Company Information Type Banco Bradesco > Banco Bradesco S.A. > Categories: "Economic-Financial Data" – "Appraisal Report";

 

Bradesco www.bradesco.com.br/ri - Corporate Governance – Shareholders – Appraisal Report on the Special Shareholders’ Meeting of October 7, 2016 

 

7.1. Identification of eventual conflicts of interest between the financial institutions, companies and professionals who prepared the documents mentioned in item 7 and the companies involved in the operation

 

There is no conflict of interest between the financial institutions and the professionals who drafted the transaction's documents.

 

8.      Projects of bylaws or amendments to the bylaws of  companies resulting from the operation

 

The only corporate changes resulting from the transaction will be related to the capital increase of Bradesco Cartões and Bradesco Leasing and to the capital reduction of HSBC Bank, as described in the Protocol. The transaction will not result in any change to Bradesco's Bylaws.

 

9.      Financial statements used for the purposes of the operation, pursuant to the specific regulation

 

See Report prepared by KPMG Auditores Independentes which is part of the Protocol and Justification of the Partial Spin-Off with the Transfer of Portions of the Equity in Existing Companies, which is available to the shareholders from this date, on the websites listed below, in accordance with the Official Letter/CVM/SEP/Nº02/2015:

 

CVM www.cvm.gov – Information on Regulated – Companies – Consult Information on Companies – Informações de Regulados Document and Company Information Type Banco Bradesco > Banco Bradesco S.A. > Categories: "Economic-Financial Data" – "Appraisal Report";

 

Bradesco www.bradesco.com.br/ri - Corporate Governance – Shareholders – Appraisal Report on the Special Shareholders’ Meeting of October 7, 2016 

 

 

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10.  Pro forma financial statements prepared for the operation, pursuant to the specific regulation

 

See Report prepared by KPMG Auditores Independentes which is part of the Protocol and Justification of the Partial Spin-Off with the Transfer of Portions of the Equity in Existing Companies, which is available to the shareholders from this date, on the websites listed below, in accordance with the Official Letter/CVM/SEP/Nº02/2015:

 

CVM www.cvm.gov – Information on Regulated – Companies – Consult Information on Companies – Informações de Regulados Document and Company Information Type Banco Bradesco > Banco Bradesco S.A. > Categories: "Economic-Financial Data" – "Appraisal Report";

 

Bradesco www.bradesco.com.br/ri - Corporate Governance – Shareholders – Appraisal Report on the Special Shareholders’ Meeting of October 7, 2016 

 

11.  Document including information on the companies directly involved and which are not publicly-held companies, including

 

a)                  Risk factors, pursuant to the terms of items 4.1 and 4.2 of the reference form

 

See information on the matter Risk factors related to HSBC Bank Brasil S.A. - Banco Múltiplo

 

See information on the matter Risk factors related to Banco Bradesco Cartões S.A.

 

Bradesco and Bradesco Leasing are publicly-held companies, which is why their risk factors are included in their respective Reference Forms.

 

b)                 Description of the main changes to risk factors in the previous fiscal year and prospects regarding a reduction or increase in risk exposure resulting from the operation, pursuant to item 5.4 of the reference form

 

In the case of HSBC Bank, the transaction will reduce its risk exposure, given that a major part of its operations will be transferred to Bradesco.

 

Bradesco Cartões and Bradesco Leasing may eventually suffer some increase in risk exposure as a result of the merger of the spun-off portion of HSBC Bank, due to the absorption of all the rights and obligations regarding the spun-off portion.

 

Concerning the Bradesco Organization, there will be no increase of risk, because all the financial institutions involved in the transaction are wholly-owned subsidiaries of Bradesco.

 

c)                  Description of its activities, pursuant to the terms of items 7.1, 7.2, 7.3 and 7.4 of the reference form

 

See information on the matter Description of the activities of HSBC Bank Brasil S.A. - Banco Múltiplo

 

See information on the matter Description of the activities of Banco Bradesco Cartões S.A.

 

 

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d)                 Description of the economic group, pursuant to item 15 of the reference form

 

The descriptions of the economic group must can be found at the website of Banco Bradesco S.A.  Reference Form (vide_item_15), whereas the private Companies involved in the transaction, Banco Bradesco Cartões S.A. and HSBC Bank Brasil S.A. - Banco Múltiplo are wholly-owned subsidiaries of Banco Bradesco S.A., the leading institution of the Bradesco Organization.

 

In regard to Bradesco Leasing, a publicly-held company involved in the operation, a description of the economic group can be also be found at the link  Reference Form (vide_item_15) of Bradesco

 

e)                  Description of the capital stock, pursuant to item 17.1 of the reference form

 

 

Company

Date of Approval

Amount of the Capital (R$)

Shares (type)

Number of Shares

Banco Bradesco Cartões S.A.

April 27, 2016

1,210,000,000.00

common

1,151,882,769

preferred

1,151,882,768

total

2,303,765,537

The share capital of the Company is of R$1,210,000,000.00, divided into 2,303,765,537 book-entry, registered shares with no par value, with 1,151,882,769 common shares and 1,151,882,768 preferred shares

 

Company

Date of Approval

Amount of the Capital (R$)

Shares (type)

Number of Shares

HSBC Bank Brasil S.A. – Banco Múltiplo

July 31, 2016

10,299,759,603.73

common

3,264,924,827

preferred

0

total

3,264,924,827

The share capital of the Company is of R$10,299,759,603.73, divided into 3,264,924,827 registered, common shares with no par value

 

 

A description of the capital stock of the other companies involved in the transaction, both publicly-held, related below, can be found in their reference forms, as follows:

 

Bradesco: Reference Form (vide_item_17.1)

 

Bradesco Leasing: See website of CVM www.cvm.gov – Information on Regulated – Companies – Consult Information on Companies – Informações de Regulados Documents and Information of the Companies Type Bradesco Leasing >  Bradesco Leasing S.A. Arrendamento Mercantil > Categories: Reference Form

 

 

12.  Description of the capital structure and control after the operation, pursuant to item 15 of the reference form

 

 

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The operation will not result in any alteration to the control structure of Bradesco or the other companies involved. Consequently, there will be no issue of new shares by Banco Bradesco to be attributed to any third party.

 

The descriptions of the economic group can be found at the website of Banco Bradesco S.A. Reference Form (vide_item_15).pdf

 

13.  Number, class and type of the securities of each company involved in the operation held by any other companies involved in the operation, or by people bound to these companies, as defined by the norms regulating tender offers

 

All the companies involved in the operation are wholly-owned subsidiaries of Bradesco. Bradesco also holds 100% of debentures issued by Bradesco Leasing.

 

14.  Exposure of any of the companies involved in the operation, or of any people bound to said companies, as defined by the norms regulating tender offers, in derivatives indexed to securities issued by the other companies involved in the operation

 

Not applicable.

 

15.  Report covering all the operations conducted in the last six (6) months by those indicated below with securities issued by the companies involved in the operation:

 

a)             Companies involved in the operation

 

i.      Private purchase transactions

 

On July 1, 2016, Bradesco acquired 2,949,532,445 common shares representing 100% of the capital stock of HSBC Bank and 14,924,165,327 shares representing the capital stock of HSBC Serviços e Participações Ltda. The respective conditions are set forth in the Material Facts disclosed on August 3, 2015 and July 1,2016.

 

ii.    Private sale transactions

 

Not applicable

 

iii.  Purchase transactions on regulated markets

 

Bradesco carried out purchase transactions of Bradesco Leasing's debentures, as per the statement of Debentures issued by Bradesco Leasing traded by Banco Bradesco

 

iv.  Sale transactions on regulated markets

 

Bradesco carried out sale transactions of Bradesco Leasing's debentures, as per the statement of Debentures issued by Bradesco Leasing traded by Banco Bradesco

 

b)            Parties related to companies involved in the transaction

 

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i.          Private purchase transactions

 

Not applicable.

 

ii.        Private sale transactions

 

Not applicable.

 

iii.      Purchase transactions on regulated markets

 

Bradesco shares were acquired on the Stock Exchange (BM&FBOVESPA) by the management of the Bradesco Organization at market prices.

 

The aforementioned operations are available pursuant to CVM Instruction No. 358 on the website of CVM - Type Banco Bradesco> Banco Bradesco S.A.> Categories: Securities Traded and held (Article 11 of CVMI 358)> Consult          

 

iv.      Sale transactions on regulated markets

 

Bradesco shares were transferred on the Stock Exchange (BM&FBOVESPA) by the management of the Bradesco Organization at market prices.

 

The aforementioned operations are available pursuant to CVM Instruction No. 358 on the website of CVM - Type Banco Bradesco> Banco Bradesco S.A.> Categories: Securities Traded and held (Article 11 of CVMI 358)> Consult          

 

16.  Document through which the Independent Special Committee submitted its recommendations to the Board of Directors, if the operation was negotiated in accordance with the terms of the Orientation Opinion CVM 35, of 2008

 

Not applicable.

 

 

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Appendix 21 required by CVM Instruction No. 481 of December 17, 2009

 

INFORMATION ON APPRAISERS

 

1.List the appraisers recommended by the management

 

KPMG Auditores Independentes, with headquarters in the city of Osasco, state of São Paulo, at Avenida Dionysia Alves Barreto, 500, 10o andar, , CNPJ no. 57.755.217/0022-53, registered with the Regional Accounting Council (CRC) under no. 2SP028567/O-1.

 

2.Describe the qualifications of the recommended appraisers

 

KPMG Auditores Independentes, a Brazilian entity and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. Represented by a network of independent firms providing Audit, Tax and Advisory services, globally, with a consistent set of accounting and financial skills grounded in deep knowledge of the market segment of each client, being present in 155 countries with more than 174,000 professionals.

 

3.Provide a copy of the work and remuneration proposals of the recommended appraisers

 

See proposal of KPMG at page 125.

 

4. Describe any relevant relationship in the past three (3) years between the recommended appraisers and the parties related to the company, as defined by accounting rules that address this matter

 

KPMG Auditores Independentes is the company responsible for the external audit of Bradesco Organization since 2011, always observing the compliance with ethical and independence requirements that regulate the profession of the external auditor.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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Appendix 3 required by CVM Instruction No.  565, of June 15, 2015

 

1)        Identification of the companies involved in the transaction and brief description of their activities

 

Banco Bradesco S.A.

Activities: banking transactions in general, including foreign exchange

 

Bradesco Leasing S.A. – Arrendamento Mercantil

Activities: leasing transactions, subject to the provisions of the law in force

 

Banco Bradesco Cartões S.A.

Activities: active, passive and accessory transactions inherent to the respective authorized portfolios (commercial, investment, credit, financing and investment), including foreign exchange, in accordance with the current legal and regulatory provisions

 

HSBC Bank Brasil S.A. -– Banco Múltiplo

Activities:  active, passive and accessory transaction inherent to authorized portfolios (commercial, investment, credit, financing and investment, real estate credit and leasing), including foreign exchange, in accordance with the current legal and regulatory provisions, and the management of the securities portfolio

 

2)        Description and purpose of the transaction

 

See item "I" of the Protocol.

 

3)        Main benefits, costs and risks of the transaction

 

See the reply in item 5, sub items a, b and c of Appendix 20-A required by CVM Instruction no 481/2009

 

4)        Replacement ratio of shares

 

Not applicable.

 

5)        Criterion to establish the replacement ratio

 

Not applicable.

 

6)        Main assets and liabilities that comprise each portion of the equity, in case of spin-off

 

See Report prepared by KPMG Auditores Independentes which is part of the Protocol and Justification of the Partial Spin-Off with the Transfer of Portions of the Equity in Existing Companies, which is available to the shareholders from this date, on the websites listed below, in accordance with the Official Letter/CVM/SEP/Nº02/2015:

 

 

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CVM www.cvm.gov – Information on Regulated – Companies – Consult Information on Companies – Informações de Regulados Document and Company Information Type Banco Bradesco > Banco Bradesco S.A. > Categories: "Economic-Financial Data" – "Appraisal Report";

 

Bradesco www.bradesco.com.br/ri - Corporate Governance – Shareholders – Appraisal Report on the Special Shareholders’ Meeting  of October 7, 2016 

 

7)        If the operation was or will be submitted to the approval of Brazilian or foreign authorities

 

The transaction will be submitted to the approval of the Brazilian Central Bank.

 

8)        In transactions involving parent companies, subsidiaries or companies jointly-controlled, the replacement ratio of shares calculated in accordance with Article 264 of Law No. 6404 of 1976;

 

Not applicable.

 

9)        Applicability of the right to withdrawal and refund amount

 

Not applicable.

 

10)    Other relevant information

 

All information considered relevant are set out in the Protocol and/or in the appendix 20-A required by CVM Instruction No. 481/2009 that composes it.

 

 

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Proposal for partial amendment to the Bylaws

 

Dear shareholders,

 

The Board of Directors of Banco Bradesco S.A. hereby submits for your analysis and deliberation a proposal to partially amend the Bylaws, as follows:

 

a)   the “caput” and Paragraph One of Article 12, regarding the composition of the Board of Officers, distributing its members among already existing categories of position, with no change in the maximum number of members, aiming to ensure rapid and flexible decision by Bradesco’s management, by allocating the Officers to the most convenient posts in terms of identified need, without the necessity to amend the Bylaws.

 

The intended change will enable the allocation of Officers coming from HSBC Bank that will be integrated into Bradesco due to the partial spin-off transaction, without the need to create new positions.

 

b)   Sole Paragraph of Article 18, improving its wording and increasing the age limit for the position of Chief Executive Officer from less than 65 to less than 67 years old, on the date of election, understanding that it is desirable to enable the Company to take advantage of the vast professional experience and management experience acquired in the position of CEO, especially at this time of integration of the HSBC operations, when significant synergy gains are foreseeable.

 

c)    Article 23, regarding the functioning of the Bradesco Organization’s Ombudsman, improving its content, especially in order to meet the requirements of National Monetary Council Resolution 4,433 of July 23, 2015.

 

After the approval of the proposal, the above-mentioned statutory provisions will become effective with the following wording after the approval by the Brazilian Central Bank:

 

"Article 12) The Company’s Executive Board, elected by the Board of Directors, with a term of office of 1 (one) year, with reelection allowed, is composed of 83 (eighty three) to 108 (one hundred and eight)  members, distributed, at the Board's discretion, as follows: i) 17 (seventeen) to 27 (twenty-seven) Executive Officers, with 1 (one) Chief Executive Officer and 16 (sixteen) to 26 (twenty-six) members distributed among the positions of Executive Vice President, Managing Officer and Deputy Officer; and ii) 66 (sixty-six) to 81 (eighty-one) members, distributed among the positions of Department Officer, Officer and Regional Officer. Paragraph One - The Board of Directors will annually set, on the 1st Meeting of that Body to be held after the Annual General Meeting and, whenever appropriate, the number of Officers to be elected, designating them, by name, within the positions in the “caput” of this Article, subject to the provisions of Paragraph One of Article 7 and the requirements of Articles 17, 18 and 19 hereof.”;

 

“Article 18) To hold the position of Executive Officer is also necessary that the candidate, on the election date, cumulatively fulfills the following requirements: i. be under 62 (sixty-two) years old; ii. belong to the staff of employees or managers of the Company or of its subsidiaries for more than 10 (ten) years, with no interruptions. Sole Paragraph - The provisions of item "I" of this Article shall not apply to: a. the

 

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Chief Executive Officer, whose age limit is less than 67 (sixty-seven) years, on the election date; and b. to the other Executive Directors of the Company in office on March 8, 2013, whose age limit is less than 65 (sixty-five) years on the election date.”

 

"Article 23) The Company will have an organizational component of Ombudsman, which will act on behalf of all Institutions of the Bradesco Organization authorized by the Brazilian Central Bank, with one (1) person responsible in the position of Ombudsperson, who will be appointed by the Board of Directors, with a term of office of one (1) year, reelection allowed. Paragraph One - The Ombudsman cannot be linked to an organizational component of Bradesco Organization in a way that indicates a conflict of interest or duties, like the bargaining units of product and services, the unit responsible for risk management and executive body of the internal audit's activity. Paragraph Two - an officer or employee of Bradesco Organization may be appointed as ombudsperson if he or she has: a) a bachelor’s degree; b) extensive knowledge of the activities developed by the institutions represented and, its products, services, processes, systems, etc.; c) functional capacity to assimilate the issues that are submitted to the Ombudsman, carry out administrative consultations to sectors whose activities were questioned and direct the answers for the questions presented; d) technical and administrative conditions to comply with other requirements arising from the regulations published on the activities of the Ombudsman. Paragraph Three - The Ombudsman will have as duties: to ensure the strict compliance with the legal and regulatory rules concerning consumer rights and to act as a communication channel  between the Institutions under the caput of this Article, customers and users of products and services, including in the mediation of conflicts; b) receive, register, provide guidance, analyze and give formal and appropriate treatment to complaints from customers and users of products and services of the Institutions under the caput of this Article which were not solved through the usual service carried out by branches or any other service stations; c) provide the necessary clarifications and notify the claimants on the progress of their demands and the measures adopted; d) inform the claimants of the deadline for the final answer, which may not exceed ten business days and may be extended, exceptionally and in a justified manner, only once for an equal period, with the number of extensions limited  to ten per cent (10%) of the total number of demands on the month, and the complainant should be informed of the reasons for the extension; e) forward a conclusive answer to the demand of the claimants until the period stated in letter "d"; f) propose to the Board of Directors remedial or improvement measures for procedures and routines based on the analysis of the complaints received; g) every six months, prepare and submit to the Board of Directors, the Audit Committee and the Internal Audit a quantitative and qualitative report on the Ombudsman's operation, including the proposals mentioned in letter "f", when existing, and keeping them informed of the result of the measures adopted by the institution's management to address them. Paragraph Four - In its absence or temporary disability, the Ombudsperson will be replaced by an official member of the Ombudsman, who meets the requirements of Paragraph Two of this Article. In case of vacancy, the Board will appoint a replacement for the time remaining to complete the term of office of the person replaced. Paragraph Five- The Ombudsman may be dismissed by the Board of Directors at any time during its term of office in cases of noncompliance with the obligations of its office or if it presents a performance below that expected by the Organization. Paragraph Six - The Company: a) will maintain adequate conditions for the functioning of the Ombudsman, as well as for its actions to be based on transparency, independence, impartiality and exemption; b) will ensure the Ombudsman's access to the information necessary to prepare the appropriate response to the complaints received, with full administrative support, and may request information and documents for the exercise of its activities."

 

 

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For additional information on the amendment of the Bylaws, required by Article 11 of CVM Instruction No. 481/09, see:

 

Detailing the origin and justification of the statutory amendments proposed and analysis of the legal and economic effects

 

Transcript of the consolidated Bylaws proposed

 

 

 

 

 

 

 

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Legal and economic effects of the amendment, pursuant to Article 11 of CVM Instruction No. 481 of December 17, 2009

 

Regarding the statutory amendments proposed, Bradesco's Management does not foresee any relevant legal or economic effects, due to:

 

The increase of the minimum number (52 to 83) of positions on the Board of Officers, without changing the maximum number of positions (108), arises from the need to adjust the minimum administrative structure currently practiced, deemed necessary to efficiently support all the organizational areas.

 

The required statutory amendment also aims to provide greater speed and flexibility to Bradesco's management in its decision making process, by allowing, according to the identified need and with unfilled vacancies on the Board of Officers, its members to be readily distributed in a more convenient manner in the positions set out in the Bylaws, with the privilege of not having to wait for a new Shareholders’ Meeting to approve the statutory amendment.

 

Once the change of this device in the Bylaws is approved, Bradesco will be able to allocate the Officers coming from HSBC Bank who will be integrated to the Company due to the partial spin-off transaction, without the need to create new positions.

 

It is also worth noting that the entry of these Officers into management will in no way alter its envisaged budget, given that the amounts determined at the last Annual General Meeting for management’s overall compensation and pension contributions have a sufficient margin to cover contingencies of this nature.

 

Concerning the increase in the age limit to exercise the position of Chief Executive Officer, on the date of election, the statutory modification will not have any change in the currently prevailing management structure at Bradesco.

 

Regarding the operation of the Ombudsman of the Organization, the intended amendment is to mainly meet the provisions of Resolution No.  4,433, of July 23, 2015, of the National Monetary Council, concerning the criteria to appoint and dismiss the ombudsperson.

 

 

 

 

 

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Transcript of the Bylaws containing the amendment to be submitted to the shareholders at the Special Shareholders’ Meeting  

 

Current Wording

Wording Proposed

Section I - Organization, Duration and Headquarters

Unchanged.

Article 1) Banco Bradesco S.A., a publicly-held company, hereinafter referred to as the Company, is governed by these Bylaws.

Unchanged.

Sole Paragraph - With the admission of the Company on June 26, 2001, in the special listing segment called Level 1 of Corporate Governance of BM&FBOVESPA S.A. - Securities, Commodities and Futures Exchange (BM&FBOVESPA), the Company, its shareholders, officers and members of the Fiscal Council are subject to the provisions of the Corporate Governance Level 1 Listing Regulation of the BM&FBOVESPA (Level 1 Regulation). The Company, its officers and shareholders must also observe the provisions of the Regulation for Listing of Issuers and Admission to Trading of Securities, including the rules concerning the withdrawal and exclusion of trading of securities admitted to trading on Organized Markets managed by BM&FBOVESPA.

Unchanged.

Article 2) The Company’s term of duration is indefinite.

Unchanged.

Article 3) The Company’s headquarter and jurisdiction are located in the administrative center called “Cidade de Deus”, in Vila Yara, city and judicial district of Osasco, State of São Paulo.

Unchanged.

Article 4) The Company may set up or close Branches in the Country, at the discretion of the Board of Executive Officers, and Abroad, upon the additional approval of the Board of Directors, hereinafter referred to as the Board, which shall also be responsible for approving the incorporation and/or closure of any other Areas/Subsidiaries of Bradesco outside the national territory.

Unchanged.

Section II - Corporate Purpose

Unchanged.

Article 5) The Company’s corporate purpose is to perform general banking activities, including foreign exchange transactions.

Unchanged.

Section III - Capital Stock

Unchanged.

Article 6) The capital stock is fifty one billion and one hundred million reais (R$51,100,000,000.00), divided into five billion, five hundred fifty-three million, six hundred one thousand, seven hundred and thirty-two (5,553,601,732) book-entry, registered shares, with no par value, of which two billion, seven hundred seventy-six million, eight hundred and one thousand and eleven (2,776,801,011) are common shares and two billion, seven hundred seventy-six million, eight hundred thousand, seven hundred and twenty-one (2,776,800,721) are preferred shares.

Unchanged.

 

 

 

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Paragraph One - Common shares will provide to its holders the rights and privileges provided for by law. In case of a public offer arising from the transfer of the Company’s control, the common shares that are not part of the controlling group shall be entitled to receive one hundred percent (100%) of the amount paid per common share owned by the controlling shareholders.

Unchanged.

Paragraph Two -Preferred shares will have no voting rights, but will entitle their holders to the following rights and privileges:

Unchanged.

a)      priority in the reimbursement of capital stock in case of liquidation of the Company;

Unchanged.

b)     dividends ten percent (10%) higher than those attributed to common shares;

Unchanged.

c)      inclusion in a public offer arising from the transfer of control of the Company, entitling their holders to receive a price equal to eighty percent (80%) of the amount paid per common share in the controlling block.

Unchanged.

Paragraph Three -In the event of a capital increase, at least fifty per cent (50%) of the capital will be paid at the time of subscription and the remaining amount will be paid through a Board of Executive Officers’ call, as per legal precepts.

Unchanged.

Paragraph Four - The Company’s shares are all book-entry, being kept into deposit accounts in the Company, issued in favor of their holders, without issuance of certificates.

Unchanged.

Paragraph Five – The following actions will not be permitted:

Unchanged.

a)      conversion of common shares into preferred shares and vice versa;

Unchanged.

b)     issue of participation certificates.

Unchanged.

Paragraph Six - The Company may, upon the authorization of the Board of Directors, acquire shares issued by the Company itself, for cancellation or temporary maintenance in treasury, and posterior sale.

Unchanged.

Section IV - Management

Unchanged.

Article 7) The Company will be managed by a Board of Directors and an Executive Board.

Unchanged.

Paragraph One - The positions of Chairman of the Board of Directors and Chief Executive Officer cannot be cumulated by the same person, except for the assumptions of vacancy which shall be purpose of specific disclosure to the market and to which measures shall be taken to fill in respective positions within one hundred and eighty (180) days.

Unchanged.

Paragraph Two - The investiture of members of the Board of Directors and Board of Executive Officers shall be subject to the previous signature of the Management Statement of Consent, pursuant to Level 1 Regulation, as well as the compliance with applicable legal requirements.

Unchanged.

 

 

 

 

 

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Paragraph Three - The term of office of the members of the Board of Directors and of the Executive Board will be of one (1) year and will extend until the investiture of new elected Officers.

Unchanged.

 

 

 

Section V - Board of Directors

Unchanged.

Article 8) The Board of Directors will be constituted by 6 (six) to 10 (ten)members elected by the General Meeting, with a unified1 (one) year term of office, reelection allowed. The members elected will choose, among themselves, in accordance with the provisions of Paragraph One of Article 7, 1 (one) Chairman and 1 (one) Deputy Chairman.

Unchanged.

Paragraph One - The Board’s decisions will only be valid if supported by the absolute majority of the effective members, including the Chairman, who will have the casting vote, in the event of a tie.

Unchanged.

Paragraph Two - The participation of any member, absent for justifiable reason will be admitted, by means of teleconference or videoconference or by any other means of communication that can ensure the effectiveness of his/her participation, with his/her vote considered valid for all legal purposes.

Unchanged.

Paragraph Three - In the event the position of the Chairman of the Board being vacant or the Chairman being absent or temporarily unavailable, the Deputy Chairman will take over. In the absence or temporary unavailability of the Deputy Chairman, the Chairman will appoint a substitute among other Board members. In the event of a vacancy of the Deputy Chairman’s position, the Board will appoint a substitute, who will serve for the time remaining to complete the term of office of the replaced member.

Unchanged.

Paragraph Four - In the event of temporary or permanent leave of any other member, the remaining members may appoint a substitute, to serve on a temporary or permanent basis, with due regard to the precepts of law and of these Bylaws.

Unchanged.

Article 9) In addition to the duties set forth by law and these Bylaws, the Board's responsibilities and duties include the following:

Unchanged.

a)      to ensure that the Board of Executive Officers is always rigorously capable of performing its duties;

Unchanged.

b)     to make sure that the corporate business is being conducted with probity, in order to preserve the Company’s credibility;

Unchanged.

c)      to maintain management continuity, whenever possible, which is highly recommended for the stability, prosperity and security of the Company;

Unchanged.

d)     to establish the general guidelines of the Company’s business, as well as to resolve on the constitution and performance of Operational Portfolios;

Unchanged.

 

 

 

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e)    to authorize, in cases of operations with companies not composing the Bradesco Organization, the acquisition, disposal and encumbrance of assets composing the Permanent Assets and nonpermanent equity interest of the Company and its direct and indirect subsidiaries, when referring to amounts higher than one per cent (1%) of their respective Shareholders’ Equity;

Unchanged.

f)       to decide on trades involving shares issued by the Company, in accordance with Paragraph Six of Article 6;

 

Unchanged.

g)     to authorize the granting of any kind of donation, contribution or aid, regardless of the beneficiary;

Unchanged.

h)    to approve the payment of dividends and/or interest on own capital proposed by the Board of Executive Officers;

Unchanged.

i)      to submit to Shareholders’ Meetings appreciation proposals aiming at increasing or reducing the capital stock, share grouping, bonuses or splits, merger, incorporation or spin-off transactions and reforms in the Company’s Bylaws;

Unchanged.

j)      to deliberate upon associations, involving the Company or its Subsidiaries, including participation in shareholders’ agreements;

Unchanged.

k)     to approve the investment of resources resulting from fiscal incentives;

Unchanged.

l)      to examine and deliberate upon budgets and financial statements submitted by the Board of Executive Officers;

Unchanged.

m)   to assume decision-making powers on specific matters of the Company’s interest and to deliberate upon defaulting cases;

Unchanged.

n)    limited to the total annual amount approved by the Shareholders’ Meeting, to distribute the compensation and social security amounts of the Managers

Unchanged.

o)    to authorize, whenever necessary, the representation of the Company by a member of the Board of Executive Officers individually or by an attorney, in which case a respective mandate will indicate what actions may be practiced;

Unchanged.

p)       to establish the remuneration of the Audit Committee members;

Unchanged.

q)     to approve the Corporate Report on Internal Controls Conformity and determine the adoption of strategies, policies and measures focused on the diffusion of a controlling and risk mitigation culture.

Unchanged.

Sole Paragraph - The Board of Directors may assign special duties to the Executive Board and to any of its members, as well as establishing committees to deal with specific matters in the scope of the Board of Directors.

Unchanged.

Article 10) The Chairman of the Board shall preside the meetings of this Body, as well as the Shareholders’ Meetings, being entitled to appoint any other member of the Board of Directors to proceed so.

Unchanged.

 

 

 

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Sole Paragraph - The Chairman of the Board may call the Executive Board and participate, together with other board members, in any of its meetings.

Unchanged.

Article 11) The Board will quarterly meet and, whenever necessary, in special sessions convened by the Chairman, or by half of effective Board members.

Unchanged.

Section VI - Executive Board

Unchanged.

Article 12) The Company’s Executive Board, elected by the Board of Directors, with a 1 (one) year term of office, will be constituted by 52(fifty-two) to 108 (one hundred and eight) members, distributed in the following position categories: - Executive Officers: from 15 (fifteen)to 33 (thirty-three) members, being 1 (one) Chief Executive Officer, from 5 (five) to 10 (ten) Executive Vice-Presidents; from 6 (six) to 15(fifteen) Managing Officers; and from 3 (three) to 7 (seven) Deputy Officers – Department Officers: from 27 (twenty-seven) to 47 (forty-seven)members; - Officers: from 3 (three) to 12 (twelve) members; and Regional Officers: from 7 (seven) to 16 (sixteen) members.

Article 12) The Company’s Board of Officers, elected by the Board of Directors, with a term of office of 1 (one) year, with reelection allowed, is composed of 83 (eighty three) to 108 (one hundred and eight) members, distributed, at the Board's discretion, as follows: i) 17 (seventeen) to 27 (twenty-seven) Executive Officers, with 1 (one) Chief Executive Officer and 16 (sixteen) to 26 (twenty-six) members distributed among the positions of Executive Vice President, Managing Officer and Deputy Officer; and ii) 66 (sixty-six) to 81 (eighty-one) members, distributed among the positions of Department Officer, Officer and Regional Officer.

Paragraph One -At every election, the Board of Directors will establish the number of positions to be filled, and designate, by appointing among the Executive Officers that it elects, those who will occupy the positions of Chief Executive Officer, Executive Vice-Presidents, Managing Officers and Deputy Officers, following the dispositions of Paragraph One of Article 7, and the requirements of Articles 17, 18 and 19 of the present Corporate Bylaws.

Paragraph One - The Board of Directors will annually set, on the 1st Meeting of that Body to be held after the Annual General Meeting and, whenever appropriate, the number of Officers to be elected, designating them, by name, within the positions in the “caput” of this Article, subject to the provisions of Paragraph One of Article 7 and the requirements of Articles 17, 18 and 19 hereof.

Paragraph Two - The requirements provided for in Items II of Articles 18 and 19, related to Executive Officers, Department Officers, Officers and Regional Officers, respectively, may be exceptionally waived by the Board of Directors up to the limit of one fourth (¼) of each of these position categories, except in relation to the Officers appointed to the positions of Chief Executive Officer and Executive Vice President.

Unchanged.

​Article 13) The Officers may condescend and waive rights and acquire, sell and encumber assets, observing the provisions of Paragraph Four of this Article and item “e” of Article 9 of the present Bylaws.

Unchanged.

Paragraph One - Which due reservation to the exceptions expressly set forth herein, the Company will only be bound by the joint signatures of at least two (2) Officers, one of whom will be the Chief Executive Officer or Executive Vice President.

Unchanged.

Paragraph Two -The Company may also be represented by at least one (1) Officer and one (1) attorney, or by at least two (2) especially constituted attorneys, jointly, in which case the respective power of attorney will establish their powers, the acts they may practice and its duration.

Unchanged.

 

 

 

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Paragraph Three - The Company may be also severally represented by any member of the Executive Board or by attorney with specific powers, in the following cases:

Unchanged.

a)     powers of attorney with "ad judicial" clause, assumption in which the power of attorney may have an indeterminate duration and be empowered;

Unchanged.

b)    receive judicial or extrajudicial summons or services of process;

Unchanged.

c)     participation in biddings;

Unchanged.

d)    representation in General Meetings of Shareholders or Quotaholders of companies or investment funds in which the Company holds interest, as well as of entities in which it is partner or affiliated company

Unchanged.

e)    representation in public agencies and authorities, provided that this does not imply the assumption of responsibilities and/or liabilities by the Company;

Unchanged.

f)      in “legal testimonies”

Unchanged.

Paragraph Four - Department Officers, Officers and Regional Officers are prohibited from practicing acts that imply the sale and encumbrance of assets and rights of the Company.

Unchanged.

Article 14) In addition to the regular duties conferred upon them by law and by the present Bylaws, each member of the Executive Board will have the following responsibilities

Unchanged.

a)     the Chief Executive Officer shall preside the meetings of the Board of Executive Officers, supervise and coordinate the actions of its members;

Unchanged.

 

b)    Executive Vice Presidents shall collaborate with the Chief Executive Officer in the performance of his duties;

Unchanged.

 

c)     Managing Officers shall perform the duties assigned to them;

Unchanged.

 

d)    Deputy Officers shall perform the duties assigned to them by the Executive Vice-Presidents and Managing Officers;

Unchanged.

 

e)    Department Officers shall conduct the activities of the Departments they work for and assist other members of the Board of Executive Officers;

Unchanged.

 

f)      Officers shall perform the duties assigned to them and assist the other members of the Board of Executive Officers;

Unchanged.

g)     Regional Officers shall guide and supervise the Service Branches under their jurisdiction and perform the duties assigned to them

Unchanged.

 

 

 

 

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Article 15) The Executive Board will hold general meetings on a weekly basis, and special meetings whenever necessary. The decisions taken will only be valid when more than half of the effective members attend the respective meeting. The presence of the Chief Executive Officers or his substitute, who will have the casting vote in the case of a tie, is obligatory. The special meetings will be held whenever called by the Chairman of the Board, the Chief Executive Officer or by half of other Executive Officers.

Unchanged.

Article 16) In the event of vacancy, absence or temporary unavailability of any Officer, including the Chief Executive Officer, it will be responsibility of the Board of Directors to appoint his substitute.

Unchanged.

The holding of the position of Officer of this Company concurrently with other positions or professional activities is incompatible, except when of the Company’s interest, and at the discretion of the Board of Directors

Unchanged.

Article 18) To hold the position of Executive Officer, the candidate must also satisfy, cumulatively, the following requirements on the election date:

Unchanged.

  1. be under sixty-two (62) years old;

Unchanged.

  1. belong to the staff of employees or managers of the Company or of its subsidiaries for more than ten (10) years, with no interruptions.

Unchanged.

Sole Paragraph - The age limit provided for in item "I" of this Article shall not apply to the Executive Officers of the Company in office on the date of March 8, 2013, to whom it is still prevailing the age limit of less than sixty-five (65) years on the date of the election.

Sole Paragraph - The provisions of item "I" of this Article shall not apply to:

 

a. the Chief Executive Officer, whose age limit is less than 67 (sixty-seven) years, on the election date; and

 

b. to the other Executive Directors of the Company in office on March 8, 2013, whose age limit is less than 65 (sixty-five) years on the election date.

Article 19) To hold the position of Department Officer, Officer and Regional Officer, the candidate must, on the date of the election, satisfy, cumulatively, the following requirements:

Unchanged.

  1. be under sixty (60) years old;

Unchanged.

  1. be an employee or officer of the Company or of its subsidiaries

Unchanged.

Sole Paragraph - The age limit provided for in item "I" of this Article shall not apply to the Department Officers of the Company in office on the date of March 8, 2013, to whom it is still prevailing the age limit of less than 62 (sixty-two) years on the date of the election.

Unchanged.

Section VII - Fiscal Council

Unchanged.

Article 20) The Fiscal Council, whose operation will be permanent, will be constituted by three (3) to five (5) effective members and an equal number of substitutes.

 

Section VIII - Audit Committee

Unchanged.

 

 

 

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Article 21) The Company will have an Audit Committee constituted by three (3) to five (5) members, being one (1) Coordinator, appointed and dismissible by the Board of Directors, with a one (1) year term of office, extending up to the investiture of new members appointed.

Unchanged.

Paragraph One - The members of the Audit Committee may remain in the Body for a maximum of 5 terms and may only return to integrate it after, at least, three years from the end of the last reappointment allowed.

Unchanged.

Paragraph Two - Up to one-third of the members of the Audit Committee may be reappointed to the body to the maximum of other five consecutive annual terms.

Unchanged.

Paragraph Three - In addition to those provided for by law or regulations, these are also attributions of the Audit Committee:

Unchanged.

     a)      to recommend to the Board of Directors the company to be hired for rendering independent auditing services, its respective remuneration, as well as, its replacement;

Unchanged.

    b)      to review financial statements including notes, management reports and independent auditors’ report, prior to their disclosure to the market;

Unchanged.

     c)      to evaluate the effectiveness of both internal and independent audits regarding the fulfillment of legal and regulatory requirements applicable to the Company, in addition to internal regulations and codes;

Unchanged.

    d)      to evaluate the fulfillment, by the Company’s Board of Executive Officers, of recommendations made by either internal or independent auditors, as well as recommending to the Board of Directors the resolution of eventual conflicts between external auditors and the Board of Executive Officers;

Unchanged.

    e)      to establish and announce the procedures for the acceptance and treatment of information related to noncompliance with legal and regulatory requirements applicable to the Company, in addition to regulations and internal codes, including the recommendation of specific procedures to protect the provider and the confidentiality of the information;

Unchanged.

  f)          to recommend to the Board of Executive Officers correction or improvement in policies, practices and procedures included in its attributions;

Unchanged.

g)          to hold meetings, at least on a quarterly basis, with the Company’s Board of Executive Officers and internal and independent auditors;

Unchanged.

h)          to verify, during its meetings, the fulfillment of its recommendations and/or explanations for its questions, including the planning of respective auditing works.

Unchanged.

   i)          to establish operating rules for its functioning;

Unchanged.

   j)          to meet with the Fiscal Council and the Board of Directors, upon their request to discuss policies, practices and procedures identified under the scope of their respective incumbencies

Unchanged.

 

 

 

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Section IX - Remuneration Committee

Unchanged.

Article 22) The Company will have an organizational component referred to as Remuneration Committee, which shall act on behalf of all Institutions making up Bradesco Organization, composed of three (3) to seven (7) members, appointed and dismissible from office by the Board of Directors, with one (1) year term of office, and one of them shall be designated Coordinator

Unchanged.

Paragraph One - Members will be appointed among members of the Board of Directors except for one (1) member who necessarily will be non-manager.

 

Unchanged.

Paragraph Two -The members of the Board of Directors and the non-manager member, if they are Bradesco Organization’s employees, will not be compensated for the exercise of their position as members of the Compensation Committee. When the members are not employees, when appointed, they will have compensation set forth by the Board of Directors, according to market parameters.

Unchanged.

Paragraph Three - The members of the Remuneration Committee may be re-elected and they are forbidden to remain in office during a term exceeding ten (10) years. Only after the completion of this term, this member may return to the Committee, after elapsing, at least, three (3) years.

Unchanged.

Paragraph Four - The Committee shall aim at assisting the Board of Directors on the management compensation policy, pursuant to prevailing laws.

Unchanged.

Section X - Ombudsman

Unchanged.

Article 23) The Company shall have an organizational component referred to as Ombudsman, which shall operate on behalf of all the Institutions composing the Bradesco Organization, authorized to operate by the Brazilian Central Bank, composed of one (1) Ombudsman, appointed and dismissible by the Board of Directors, with one (1) year term of office.

Article 23) The Company will have an organizational component of Ombudsman, which will act on behalf of all Institutions of the Bradesco Organization authorized by the Brazilian Central Bank, with one (1) person responsible in the position of Ombudsperson, who will be appointed by the Board of Directors, with a term of office of one (1) year, reelection allowed.

Nonexistent.

Paragraph One - The Ombudsman cannot be linked to an organizational component of Bradesco Organization in a way that indicates a conflict of interest or duties, e.g. the units which negotiate products and services, the risk management unit and the internal audit unit.

Nonexistent.

Paragraph Two - An officer or employee of Bradesco Organization may be appointed as Ombudsperson if he or she has:

Nonexistent.

a) a bachelor’s degree;

Nonexistent.

b) extensive knowledge of the activities developed by the institutions represented and, its products, services, processes, systems etc.;

Nonexistent.

c) functional capacity to assimilate the issues that are submitted to the Ombudsman, carry out administrative consultations to sectors whose activities were questioned and direct the answers for the questions presented; and

 

 

 

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Nonexistent.

d) technical and administrative conditions to comply with other requirements arising from the regulations published on the activities of the Ombudsman.

Renumbered.

Paragraph Three - The Ombudsman’s duty shall be the following:

a)      Paragraph 3 The Ombudsman will have as duties: to ensure the strict compliance with the legal and regulatory rules concerning consumer rights and to act as a communication channel between the Institutions under the caput of this Article, customers and users of products and services, including in the mediation of conflicts;

a) Paragraph 3 The Ombudsman will have as duties: to ensure the strict compliance with the legal and regulatory rules concerning consumer rights and to act as a communication channel between the Institutions referred to in the caput of this Article, customers and users of products and services, including in the mediation of conflicts;

b)     receive, register, provide guidance, analyze and give formal and appropriate treatment to complaints from customers and users of products and services of the Institutions under the caput of this Article which were not solved through the usual service carried out by branches or any other service stations;

b)receive, register, provide guidance, analyze and give formal and appropriate treatment to complaints from customers and users of products and services of the Institutions referred to in the caput of this Article which were not solved through the usual service carried out by branches or any other service stations;

c)      provide the necessary clarifications and notify the claimants on the progress of their demands and the measures adopted;

Unchanged.

d)     inform the claimants of the deadline for the final answer, which may not exceed ten business days and may be extended, exceptionally and in a justified manner, only once for an equal period, with the number of extensions limited to ten per cent (10%) of the total number of demands on the month, and the complainant should be informed of the reasons for the extension;

Unchanged.

e)     forward a conclusive answer to the demand of the claimants until the period stated in letter "d";

Unchanged.

f)       propose to the Board of Directors remedial or improvement measures for procedures and routines based on the analysis of the complaints received;

Unchanged.

g)      to prepare and forward to the Board of Directors, to the Audit Committee and to the Internal Audit, at the end of each half-year period, a quantitative and qualitative report about the Ombudsman performance, containing propositions referred to by “f”, when existing.

g)      every six months, prepare and submit to the Board of Directors, the Audit Committee and the Internal Audit a quantitative and qualitative report on the Ombudsman's operation, including the proposals mentioned in letter "f", when existing, and keeping them informed of the result of the measures adopted by the institution's management to address them.

Nonexistent.

Paragraph Four - In its absence or temporary disability, the Ombudsperson will be replaced by an official member of the Ombudsman, who meets the requirements of Paragraph Two of this Article. In case of vacancy, the Board will appoint a replacement for the time remaining to complete the term of office of the person replaced.

Nonexistent.

Paragraph Five - The Ombudsman may be dismissed by the Board of Directors at any time during its term of office in cases of noncompliance with the obligations of its office or if it presents a performance below that expected by the Organization.

Renumbered.

Paragraph Six - The Company:

 

 

 

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a)          will maintain adequate conditions for the functioning of the Ombudsman, as well as for its actions to be based on transparency, independence, impartiality and exemption;

Unchanged.

b)         will ensure the Ombudsman's access to the information necessary to prepare the appropriate response to the complaints received, with full administrative support, and may request information and documents for the exercise of its activities.

Unchanged.

Section XI - General Meetings

Unchanged.

Article 24) The Annual and Special Shareholders’ Meeting s will be:

Unchanged.

a)         called by sending to the shareholders a minimum fifteen (15)-day notice;

Unchanged.

b)        presided by the Chairman of the Board, or, in his absence, by his statutory substitute, who will invite one or more shareholders to act as Secretaries.

Unchanged.

Section XII - Fiscal Year

and Income Distribution

Unchanged.

Article 25) The fiscal year coincides with the civil year, ending on December 31.

Unchanged.

The Board of Executive Officers, subject to the approval of the Board of Directors, may determine the preparation of balance sheets for shorter periods of time, including monthly balance sheets.

Unchanged.

Article 27) The Net Income, as defined in Article 191 of the Law No.6404 as of December 15, 1976, accounted at every six-month or in the annual balance sheet will be allocated in the following order:

Unchanged.

I.           constitution of the Legal Reserve;

Unchanged.

II.          constitution of the Reserves set forth in Articles 195 and 197 of the aforementioned Law No. 6404/76, subject to a proposal of the Board of Executive Officers, approved by the Board of Directors and resolved by the Shareholders’ Meeting;

Unchanged.

III.        payment of dividends, proposed by the Board of Executive Officers and approved by the Board of Directors, which, added to interim dividends and/or interest on own capital referred to in paragraphs two and three of this article, given that they are declared, guarantee to the shareholders, at every fiscal year, as amendatory minimum dividend, thirty per cent (30%) of the respective net income, adjusted by the decrease or increase of the amounts specified in items I, II and III of Article 202 of the Law No.6404/76.

Unchanged.

Paragraph One - The Board of Executive Officers, subject to the approval of the Board of Directors, is authorized to declare and pay interim dividends, especially six-monthly dividends, resulting from Retained Earnings or existing Profits Reserves.

Unchanged.

 

 

 

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Paragraph Two - The Board of Executive Officers may, also, subject to the approval of the Board, authorize the distribution of profits to shareholders as interest on own capital, pursuant to specific legislation, in total or partial substitution of interim dividends, whose declaration is permitted by the foregoing paragraph or, further, in addition thereto.

Unchanged.

Paragraph Three - Any interest eventually paid to the shareholders will be imputed, net of withholding income tax, to the mandatory minimum dividend amount for that fiscal year (30%), in accordance to Item III of the head of this Article.

Unchanged.

Article 28) The Net Income balance, recorded after the aforementioned distributions, will have the destination proposed by the Board of Executive Officers, approved by the Board of Directors and resolved by the Shareholders’ Meeting, and may be fully allocated to Statutory Profit Reserves, in order to maintain an operating margin that is compatible with the development of the Company’s active operations, up to the limit of ninety-five percent (95%) of the Company’s paid-in capital share amount.

Unchanged.

Sole Paragraph - In the event that the proposal of the Board of Executive Officers regarding the allocation of Net Income for that fiscal year contains a provision for the distribution of dividends and/or payment of interest in shareholders ‘equity in an amount in excess of the mandatory dividend established in Article 27, Item III, and/or retention of profits pursuant to Article 196 of the Law No. 6404/76, the Net Income balance for the purpose of constituting the reserve mentioned in this Article will be determined after the full deduction of such allocations.

Unchanged.

Proxy Model

By this instrument of proxy, [SHAREHOLDER’S NAME], [NATIONALITY], [MARITAL STATUS], [OCCUPATION], Identity Card No. ......................../[ISSUING BODY], Individual Taxpayer’s ID No. ............................., with address at [FULL ADDRESS], appoints his/her proxy, [NAME OF THE PROXY], [NATIONALITY], [MARITAL STATUS], [OCCUPATION], Identity Card No. ......................../[ISSUING BODY], Individual Taxpayer’s ID No. ..........................., with address at [FULL ADDRESS], with specific powers to represent him/her, in the capacity of Shareholder of Banco Bradesco S.A. (BRADESCO), at the Special Shareholders’ Meeting  to be held on October 7, 2016, at 5 p.m., at the headquarters, Núcleo Cidade de Deus, Vila Yara, Osasco, São Paulo, at Salão Nobre do 5o andar, Prédio Vermelho, exercising the voting right entitled to him/her as holder of common shares issued by Bradesco, with powers to present proposals, examine, discuss and vote on matters to be submitted to resolution. The aforementioned proxy may also sign minutes, records, papers, terms and what else is needed for the good and faithful compliance with this power of attorney and will exercise the powers that were granted to him/her, complying with the limits imposed by the legislation in force and by the items of the agenda listed in the call notice, pursuant to the guidance below.

 

[City, State,] ................... ......, 2016

 

______________________________

[Shareholder's name]

(Notarized signature)

 

Voting Guidance

 

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1)    absorb part of the equity of HSBC Bank Brazil S.A. - Banco Múltiplo (HSBC Bank), a wholly-owned subsidiary of the Company, in accordance with the provisions of Articles 224, 225 and 229 of Law No. 6404/76, upon: a) the analysis of the Protocol and Justification of Partial Spin-off with the Transfer of Portions of the Equity of Existing Companies; b) the ratification of the appointment of experts and the approval of the Appraisal Report of the net equity's portion of HSBC Bank to be transferred to Bradesco; and c) approval of the transfer of the portion of the equity of HSBC Bank to Bradesco, with HSBC's technological integration into Bradesco and the consequent replacement of HSBC brand in its service network, which will become Bradesco.

 

in favor against abstention

 

2)    to partially amend the Bylaws in:

2.1) the caput and Paragraph One of Article 12, regarding the composition of the Board of Executive Officers, distributing its members among already existing categories of position, with no change in the maximum number of members.

 

in favor against abstention

 

2.2) the Sole Paragraph of Article 18, concerning the increase of the age limit to exercise the position of Chief Executive Officer

 

in favor against abstention

 

2.3) Article 23, regarding the functioning of the Bradesco Organization’s Ombudsman, improving its content, especially in order to meet the requirements of National Monetary Council Resolution 4,433 of July 23, 2015

 

in favor against abstention

 

 

 

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Minutes of the Board of Directors' Meeting required by item 6 of Appendix 20-A of CVM Instruction No.  481 of December 17, 2009

 

“Minutes of the Special Meeting No. 2,559 of the Board of Directors of Banco Bradesco S.A., held on September 5, 2016 - Corporate Taxpayer's ID (CNPJ) No. 60.746.948/0001-12 - Company Registry (NIRE) 35.300.027.795. On September 5, 2016, at 11 a.m., at the headquarters, Núcleo Cidade de Deus, 4o andar of Prédio Vermelho, Vila Yara, Osasco, SP, the members of the Board of Directors gathered together, under the chairmanship of Mr. Lázaro de Mello Brandão, with Mr. Carlos Alberto Rodrigues Guilherme as Secretary. During the meeting, the Board members:

 

I)          registered the proposals of this Body, which will be submitted to the Company's shareholders resolution at the Special Shareholders’ Meeting to be held on October 7, 2016, at 5 p.m., as follows:

 

“Dear shareholders,

The Board of Directors of Banco Bradesco S.A. (Bradesco or Company) is submitting proposals for your analysis and deliberation to:

 

1)      absorb part of the equity of HSBC Bank Brazil S.A. - Banco Múltiplo (HSBC Bank), a wholly-owned subsidiary of the Company, in accordance with the provisions of Articles 224, 225 and 229 of Law No. 6404/76, upon: a) the analysis of the Protocol and Justification of Partial Spin-off with the Transfer of Portions of the Equity of Existing Companies; b) the ratification of the appointment of experts and the approval of the Appraisal Report of the net equity's portion of HSBC Bank to be transferred to Banco Bradesco S.A. (Bradesco); and c) approval of the transfer of the portion of the equity of HSBC Bank to Bradesco, with HSBC Bank's technological integration into Bradesco and the consequent replacement of HSBC brand in its service network, which will become Bradesco.

 

The operation:

 

·      aims to promote a corporate restructuring with the following goals: (i) to segregate, redirect and consolidate assets and liabilities of HSBC Bank to Bradesco, Banco Bradesco Cartões S.A. and Bradesco Leasing S.A. – Arrendamento Mercantil; (ii) to promote synergy between ongoing businesses and operations, with the consequent optimization and rationalization of operating and administrative costs; (iii) to preserve the continuity of HSBC Bank with the continuation of its activities for operational reasons;  and

 

·      once approved, it will follow the terms and features listed in the "Protocol and Justification of the Partial Spin-Off of Portions of Equity and their Merger by Existing Companies entered into between HSBC Bank Brasil S.A. – Banco Múltiplo, Banco Bradesco S.A., Banco Bradesco Cartões S.A. and Bradesco Leasing S.A. – Arrendamento Mercantil”;

 

2)      to partially amend the Bylaws in:

 

 

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a)        the caput and Paragraph One of Article 12, regarding the composition of the Board of Officers, distributing its members among already existing categories of position. with no change in the maximum number of members, aiming to ensure rapid and flexible decision by Bradesco’s management, by allocating the Officers to the most convenient posts in terms of identified need, without the necessity to amend the Bylaws.

 

The intended change will enable the allocation of Officers coming from HSBC Bank that will be integrated into Bradesco due to the partial spin-off transaction, without the need to create new positions.

 

b)        the Sole Paragraph of Article 18, improving its wording and increasing the age limit to exercise the position of Chief Executive Officer from less than 65 to less than 67 years old, on the date of election, understanding that it is desirable to enable the Company to take advantage of the vast professional experience and management experience acquired in the position of CEO, especially at this time of integration of the HSBC operations, when significant synergy gains are foreseeable.

 

c)         Article 23, regarding the functioning of the Bradesco Organization’s Ombudsman, improving its content, especially in order to meet the requirements of National Monetary Council Resolution 4,433 of July 23, 2015.

 

After the approval of the proposal, the above-mentioned statutory provisions will become effective with the following wording after the approval by the Brazilian Central Bank:

 

"Article 12) The Company’s Board of Officers, elected by the Board of Directors, with a term of office of 1 (one) year, with reelection allowed, is composed of 83 (eighty three) to 108 (one hundred and eight)  members, distributed, at the Board's discretion, as follows: i) 17 (seventeen) to 27 (twenty-seven) Executive Officers, with 1 (one) Chief Executive Officer and 16 (sixteen) to 26 (twenty-six) members distributed among the positions of Executive Vice President, Managing Officer and Deputy Officer; and ii) 66 (sixty-six) to 81 (eighty-one) members, distributed among the positions of Department Officer, Officer and Regional Officer. Paragraph One - The Board of Directors will annually set, on the 1st Meeting of that Body to be held after the Annual General Meeting and, whenever appropriate, the number of Officers to be elected, designating them, by name, within the positions in the “caput” of this Article, subject to the provisions of Paragraph One of Article 7 and the requirements of Articles 17, 18 and 19 hereof.”;

 

"Article 18) To hold the position of Executive Officer is also necessary that the candidate, on the election date, cumulatively fulfills the following requirements: i. be under 62 (sixty-two) years old; ii. belong to the staff of employees or managers of the Company or of its subsidiaries for more than 10 (ten) years, with no interruptions. Sole Paragraph - The provisions of item "I" of this Article shall not apply to: a. the Chief Executive Officer, whose age limit is less than 67 (sixty-seven) years, on the election date; and b. to the other Executive Directors of the Company in office on March 8, 2013, whose age limit is less than 65 (sixty-five) years on the election date.";

 

"Article 23) The Company will have an organizational component of Ombudsman, which will act on behalf of all Institutions of the Bradesco Organization authorized by the Brazilian Central Bank, with one (1) person responsible in the position of Ombudsperson, who will be appointed

 

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by the Board of Directors, with a term of office of one (1) year, reelection allowed. Paragraph One - The Ombudsman cannot be linked to an organizational component of Bradesco Organization in a way that indicates a conflict of interest or duties, like the bargaining units of product and services, the unit responsible for risk management and executive body of the internal audit's activity. Paragraph Two - an officer or employee of Bradesco Organization may be appointed as ombudsperson if he or she has: a) a bachelor’s degree; b) extensive knowledge of the activities developed by the institutions represented and, its products, services, processes, systems, etc.; c) functional capacity to assimilate the issues that are submitted to the Ombudsman, carry out administrative consultations to sectors whose activities were questioned and direct the answers for the questions presented; d) technical and administrative conditions to comply with other requirements arising from the regulations published on the activities of the Ombudsman. Paragraph Three - The Ombudsman will have as duties: to ensure the strict compliance with the legal and regulatory rules concerning consumer rights and to act as a communication channel  between the Institutions under the caput of this Article, customers and users of products and services, including in the mediation of conflicts; b) receive, register, provide guidance, analyze and give formal and appropriate treatment to complaints from customers and users of products and services of the Institutions under the caput of this Article which were not solved through the usual service carried out by branches or any other service stations; c) provide the necessary clarifications and notify the claimants on the progress of their demands and the measures adopted; d) inform the claimants of the deadline for the final answer, which may not exceed ten business days and may be extended, exceptionally and in a justified manner, only once for an equal period, with the number of extensions limited  to ten per cent (10%) of the total number of demands on the month, and the complainant should be informed of the reasons for the extension; e) forward a conclusive answer to the demand of the claimants until the period stated in letter "d"; f) propose to the Board of Directors remedial or improvement measures for procedures and routines based on the analysis of the complaints received; g) every six months, prepare and submit to the Board of Directors, the Audit Committee and the Internal Audit a quantitative and qualitative report on the Ombudsman's operation, including the proposals mentioned in letter "f", when existing, and keeping them informed of the result of the measures adopted by the institution's management to address them. Paragraph Four - In its absence or temporary disability, the Ombudsperson will be replaced by an official member of the Ombudsman, who meets the requirements of Paragraph Two of this Article. In case of vacancy, the Board will appoint a replacement for the time remaining to complete the term of office of the person replaced. Paragraph Five- The Ombudsman may be dismissed by the Board of Directors at any time during its term of office in cases of noncompliance with the obligations of its office or if it presents a performance below that expected by the Organization. Paragraph Six - The Company: a) will maintain adequate conditions for the functioning of the Ombudsman, as well as for its actions to be based on transparency, independence, impartiality and exemption; b) will ensure the Ombudsman's access to the information necessary to prepare the appropriate response to the complaints received, with full administrative support, and may request information and documents for the exercise of its activities."

 

II)        granted authorization for the Executive Board of the Company to:

 

a)      hire KPMG Auditores Independentes, Corporate Taxpayer's ID (CNPJ) No. 57.755.217/0022-53, CRC No.  2SP028567/O-1 F-SP, to appraise the Net Equity of HSBC Bank, Corporate Taxpayer's ID

 

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(CNPJ) No. 01.701.201/0001-89 including that of the respective portions to be spun-off, on the base date of July 31, 2016; and

 

b)      together with the Officers of its wholly-owned subsidiaries HSBC Bank; Banco Bradesco Cartões S.A., Corporate Taxpayer's ID (CNPJ) No. 59.438.325/0001-01; Bradesco Leasing S.A. - Arrendamento Mercantil, Corporate Taxpayer's ID (CNPJ) No.  47.509.120/0001-82, sign the "Protocol and Justification of the Partial Spin-Off of Portions of Equity and their Merger by Existing Companies";

 

III)               call the Company's shareholders to attend the Special Shareholders’ Meeting to be held on October 7, 2016 at 5 p.m.; and

 

IV)               authorize the publication of the call notice for said Meeting, waiving its transcription due to it being a document that will be filed at the Company's headquarters for all legal purposes.

 

Nothing further was resolved on, the meeting was closed and these minutes were drawn up, which the attending Board Members have signed. signed) Lázaro de Mello Brandão, Denise Aguiar Alvarez, João Aguiar Alvarez, Carlos Alberto Rodrigues Guilherme, Milton Matsumoto, José Alcides Munhoz and Aurélio Conrado Boni.

 

 

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Minutes of the Fiscal Council's Meeting required by item 6 of Appendix 20-A of CVM Instruction No.  481 of December 17, 2009

 

Minutes of the Special Meeting No. 409, of the Fiscal Council of Banco Bradesco S.A., held on September 5, 2016 - Corporate Taxpayer's ID (CNPJ) No. 60.746.948/0001-12 - State Registry (NIRE) 35.300.027.795. On September 5, 2016, at 4 p.m., at the headquarters, Núcleo Cidade de Deus, 4o andar do Prédio Vermelho,  Vila Yara, Osasco, SP, the members of the Fiscal Council gathered together, under the coordination of Mr. Luiz Carlos de Freitas, who invited Mr. Domingos Aparecido Maia to be the Secretary, for the purpose of recording the opinion issued by the Board members on the Proposal by the Board of Directors of Banco Bradesco S.A. (Bradesco or Company), registered in the Special Meeting No. 2,559, of that Body, held on that date, to be submitted for resolution of the Special Shareholders’ Meeting  of Bradesco, convened to October 7, 2016, at 5 p.m., to, in accordance with the provisions laid down in Articles 224, 225 and 229 of Law No. 6404/76, absorb a portion of the equity of HSBC Bank Brasil S.A. - Banco Múltiplo (HSBC Bank), a wholly-owned subsidiary of the Company, through a partial spin-off of HSBC Bank, which reads as follows:

 

"Opinion of the Fiscal Council

 

Banco Bradesco S.A.

 

The undersigned, members of the Fiscal Council of Banco Bradesco S.A. (Bradesco or Company), in accordance with the provisions of Paragraph III of Article 163 of Law No.  6404/76, after having carried out the analysis of the Proposal by the Board of Directors of Bradesco to, in accordance with the provisions laid down in Articles 224, 225 and 229 of Law No. 6404/76, spin-off a portion of the equity of HSBC Bank Brasil S.A. - Banco Múltiplo, a wholly-owned subsidiary of Bradesco, give the opinion that the shareholders of Bradesco, gathered at the Special Shareholders’ Meeting  to be held on October 7, 2016, should approve the absorption of the portion into its equity, in accordance with the conditions laid down in the respective “Protocol and Justification of the Partial Spin-Off of Portions of Equity and their Merger by Existing Companies entered into between HSBC Bank Brasil S.A. – Banco Múltiplo, Banco Bradesco S.A., Banco Bradesco Cartões S.A. and Bradesco Leasing S.A. – Arrendamento Mercantil”,  whose transcription of clauses and conditions was waived as the document will be filed at the Company’s headquarters.

 

Cidade de Deus, Osasco, SP, September 5, 2016."

 

Nothing else was resolved on, the meeting was closed and these minutes were drawn up, which the members of the Fiscal Council have signed. signed) Luiz Carlos de Freitas, Domingos Aparecido Maia, José Maria Soares Nunes, Ariovaldo Pereira and João Carlos de Oliveira”

 

 

 

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Risk factors related to HSBC Bank Brasil S.A. - Banco Múltiplo, required by item 11a of Appendix 20-A of CVM Instruction No. 481 of December 17, 2009

HSBC Bank Brasil S.A. - Banco Múltiplo

 

Description of the risk factors under item 11 (a) of Appendix 20-A of CVM Instruction 481 of December 17, 2009 that may influence investment decisions, particularly those related to:

 

a)      to the issuer

 

HSBC Bank, as a national financial institution, is subject to market risks related to the offering of activities of a wide range of banking products and financial services and in Brazil to individuals and companies, the latter of small, medium and large size.  

 

Considering this fact and that HSBC is fully controlled by Bradesco, which also operates in the same market, the risks (i) are basically the same risks faced by Bradesco, as detailed in items 4.1 and 4.2 of Bradesco's Reference Form and (ii) are already considered in the Bradesco Organization; that's why we understand that they would not have the power to affect future investment decisions.

 

We also emphasize that, as a result the share of merger of the spun-off portion of HSBC Bank to Bradesco, Bradesco Cartões and Bradesco Leasing, with the migration of customers and their transactions to the companies aforementioned (except for specific operations that will continue at HSBC Bank), HSBC Bank will have a significant risk reduction, remaining, in a minimized manner, the risks described below.

 

We may experience increases in our costs and level of delay in the payment of loans, to the extent that our portfolio of loans matures.

 

The volatility and uncertainty in the credit markets may result in cost increase. These conditions may impact our ability to replace, in due time and at reasonable cost, the maturing obligations.

 

Adverse economic conditions may result in an increase in our loss due to the impairment of these transactions, write-downs and the ratio of loans and advances due concerning the total number of loans, which may have an adverse effect on our business, financial condition and results of operations. The recent performance of the portfolio reflected an increase in non-payment observed in the market, with consequent impact on results. Corrective measures have been adopted by management to improve the profile of credit recoveries.

 

Losses on our investments in securities can have a significant impact on our operating results and are unpredictable.

 

The value of some of our investments in financial assets may decrease significantly due to the volatility of the financial markets and may vary over short periods. The gains and losses with investments have had and will continue to have an impact on the results of operations. The amounts of these gains and losses, which we account as the investments in financial assets are sold, or in certain circumstances when they are marked to market or recognized at a fair value, may fluctuate substantially from one period to another. The level of oscillation partially depends on the investment policies and the fair value of financial assets, which in turn may vary considerably.

 

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A failure or violation in our operating, security or technology systems may temporarily interrupt our business, increasing our costs and generating losses.

 

Although we have ostensible information of data security controls, carry out continuous investment in infrastructure, ensure the robustness of the operational processes and have crisis management plans in order, our data processing systems, operating systems, financial business, accounting or other instruments may stop operating correctly for a limited period of time or become temporarily disabled or damaged. Such events may occur as a result of a number of factors, including those that are wholly or partially out of our control, such as electrical or telecommunications failures; collapses; system failures or other events affecting third parties with whom we do business. They may also occur from the instruments used for our business activities, including exchange, clearing houses, financial intermediaries or service providers. Finally, they may be associated with events around local politics and large-scale events, or social problems and cyberattacks.

 

Our substantial reliance on technology, by its very nature, exposes us to infections by viruses, malicious software and other malicious attacks, which can unexpectedly affect the operation of our systems, used to manage and store confidential and/or sensitive data concerning our operations.

 

We and other financial institutions have gone through attacks on our computer systems. Although we have not suffered material or data losses from these attacks so far, it is possible that, given the use of new technologies, the growing reliance on the Internet, the changing nature and sophistication of attacks, we are unable to effectively predict and prevent all attacks.

 

Cyberattacks and temporary interruptions or failures in the physical structure or in operating systems that support our business and customers can result in problems with customer, regulatory fines, penalties or intervention, refund or other compensation costs.

 

We may incur in losses associated with counterparty exposures.

 

We face the possibility that the counterparties do not fulfill their contractual obligations. Such counterparties may become a defaulter due to bankruptcy, lack of liquidity, operational failure or other reasons. This risk may arise, for example, from swaps or other derivative agreements where the counterparties have an obligation to pay or perform coins or other businesses that do not occur in the required time due to delivery failure or system failures with clearing agents, exchange, clearing houses or other financial intermediaries.

 

b)      to its controller, direct or indirect, or control group

 

HSBC Bank is controlled by Bradesco, a company member of the Bradesco Organization. Bradesco-related risks can be seen in item 4.1 of Bradesco's Reference Form.

 

c)      to its shareholders

 

Bradesco is the sole shareholder of HSBC Bank

 

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d)      to its subsidiaries and affiliates

 

HSBC Bank, as well as Bradesco holds an interest in the equity of companies operating in related and/or segments similar to the financial institutions, highlighting the segments of insurance, pension plan and capitalization. Except for the market risks inherent in such activities, which already are detailed in items 4.1 and 4.2 of Bradesco's Reference Form, HSBC Bank does not identify relevant risks related to its subsidiaries and affiliates.

 

e)      to the suppliers

 

We are not exposed to material risks with our suppliers that may influence any decision to invest in our securities.

 

f)       to the customers

 

We consider as a risk related "to our customers" the risk related to the "issuer", as described in item "a" of this section, which reads in "We may experience increases in our costs or level of delay in the payment of loans, to the extent that our portfolio of loans matures."

 

g)      to the economy segments in which the issuer operates

 

The current weakness of the Brazilian macroeconomic conditions and the perception of certain risks and uncertainties related to Brazil may have a material adverse effect on our financial condition and the results of our operations.

 

The results of our operations are significantly impacted by the macroeconomic conditions in Brazil. In previous years, we took advantage from the generally stable economic environment and the relatively strong annual growth of the Brazilian GDP. However, from 2013 on, the GDP growth began to slow as a result of several factors, including the weakening of the Brazilian currency, the increasing level of deficit in current accounts and the persistent inflation.

 

The reduction in the primary balances in recent years and the increase in net debt of the public sector have contributed to a further deterioration of the macroeconomic conditions. In addition, other events contributed to a slowdown even more intense in the economic activity of last year, affecting even more negative way the perception concerning the Brazilian risk. Still, the rise of the unemployment rate as a result of the macroeconomic conditions, creates risks to the banking industry (especially with the possibility of increase in the non-payment of households and companies).

 

The government exerts influence on the Brazilian economy and the political and economic conditions in Brazil have a direct impact on our business.

 

Our conditions and financial results of the operations substantially depend on the Brazilian economy, which in the past was characterized by frequent and occasionally drastic interventions by the government and volatile economic cycles.

 

 

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In the past, the government often changed monetary, fiscal and tax policies to influence the course of the Brazilian economy. We cannot control nor do we have ways to predict what measures or policies the government may take in response to the current or future Brazilian economic situation or how the government intervention and policies will affect the Brazilian economy and how they will affect our operations and revenues.

 

Historically, the political scenario of the country has influenced the performance of the Brazilian economy and political crises have affected the confidence of investors and of the public in general. Changes or uncertainties regarding the implementation of policies can contribute to economic uncertainty in Brazil, increasing the volatility in the Brazilian capital market.

 

h)      to the regulation of industries in which the Company operates

 

HSBC Bank meets the regulation of the Brazilian Central Bank that can adversely amend banking rules.

 

The government regulates the operations of Brazilian financial institutions and insurers. Changes in the existing laws and regulations or the imposition of new laws and regulations may adversely affect our operations and our revenues.

 

Brazilian banks, insurers and pension companies are subject to the extensive and continuous regulatory review by the government. We have no control over the government regulations, which govern all aspects of our operations, including the imposition of: (i) minimum capital requirements; (ii) requirements of compulsory deposits/reserves; (iii) investment limits in fixed assets; (iv) lending limits and other credit restrictions; (v) accounting and statistical requirements; (vi) minimum coverage; and (vii) mandatory provisioning policies.

 

The regulatory structure governing the Brazilian banks and insurers is constantly evolving. Existing laws and regulations may change, the way in which laws and regulations are interpreted or implemented may be different and new laws and regulations may be adopted. Such changes may adversely affect our operations and revenues.

 

Changes in tax and other tax assessments may adversely affect us.

 

The government regularly enacts amendments to tax and other releases that affect us and our customers. These amendments include changes in the incidence rate and, occasionally, the enactment of temporary taxes. The effects of these changes and other changes that result from the enactment of additional tax amendments have not been and cannot be quantified. There is no assurance that these amendments, once implemented, will not have a negative effect on our business. Moreover, such changes can cause uncertainty in the financial system, increasing the cost of loans and contributing to the increase in the portfolio of loans and advances overdue.

 

i)        to foreign countries where the issuer operates 

 

The risks to which our reliance abroad is exposed are not relevant that they may generate significant impacts and would not influence the investment decision.

 

 

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j)        to environmental issues

 

The environmental risk is represented by the potential damage that an economic activity can cause to society and the environment. Social and environmental risks associated with financial institutions are mostly indirect and result from business relations, including those with the supply chain and customers, through financing and investment activities.

 

The Bradesco Organization promotes credit and financing, operating in different segments, which can significantly affect an entire ecosystem, involving local communities, flora and fauna. If a customer, in the development of its activities, generates an environmental impact such as soil contamination and water pollution above the limit set by regulations and/or environmental disasters, the costumer has a direct obligation to financially compensate the damage caused and may have its economic financial structure compromised that may cause losses to the Bradesco Organization.

 

Description of the main market risks

 

Considering this fact and that HSBC Bank is fully controlled by Bradesco, which also operates in the banking retail market, the market risks to which HSBC Bank is exposed (i) are basically the same risks faced by Bradesco, as detailed in items 4.1 and 4.2 of Bradesco's Reference Form and (ii) are already considered in the Bradesco Organization; that's why we understand that they would not have the power to affect future investment decisions.  

 

 

 

 

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Main changes in the risk factors related to HSBC Bank Brasil S.A. - Banco Múltiplo, pursuant to item 11b of Appendix 20-A of CVM Instruction No. 481, of December 17, 2009

 

Main changes in the risk factors, pursuant to item 11 (b) of Appendix 20-A of CVM Instruction No. 481 of December 17, 2009

 

Regarding the last fiscal year, there were no significant changes in the main risks to which the Bradesco Organization is exposed and, consequently, HSBC Bank is exposed. The changes made in internal risk management policies/standards sought to reflect a more conservative approach to address the deterioration of the macroeconomic environment, which had an impact on the default of the customers. The integration process of part of HSBC Bank into Bradesco, which is in progress, should substantially mitigate the risks to which HSBC Bank is exposed.

 

Description of activities of HSBC Bank Brasil S.A. - Banco Múltiplo,  pursuant to item 11c of Appendix 20-A of CVM Instruction No. 481, of December 17, 2009

Description of activities of HSBC Bank Brasil S.A. - Banco Múltiplo, pursuant to item 11 (c) of Appendix 20-A of CVM Instruction No. 481, of December 17, 2009

 

 

HSBC Bank operates offering activities of a wide range of banking products and financial services and in Brazil to individuals and companies, the latter of small, medium and large size. Considering the similarity of these activities with those developed by Bradesco, its controller, see details in items 4.1 and 4.2 of Bradesco's Reference Form. The development of such activities is already considered at Bradesco Organization, which is why we believe that they would not have the power to affect any investment decisions.  

 

We also emphasize that with the merger of the spun-off portion of HSBC Bank to Bradesco, with the migration of customers and their transactions by Bradesco (except for specific operations that will continue at HSBC Bank), HSBC Bank will have a significant reduction in its activities.

 

The products and services currently distributed by HSBC Bank will be distributed by Bradesco, with the adjustments that may be necessary, in the markets in which it operates. Consequently, the revenues, profit or losses of each segment, conditions characteristic of participation in the market, competition in the markets, seasonal conditions, relationships and reliance on suppliers, price volatility, etc., will directly be fully reflected in Bradesco.

 

HSBC Bank does not have clients that are responsible for over 10% of total net revenue.

 

 

 

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Risk factors related to Banco Bradesco Cartões S.A. required by item 11a of Appendix 20-A of CVM Instruction No.  481 of December 17, 2009

Banco Bradesco Cartões S.A.

 

Description of the risk factors under item 11 (a) of Appendix 20-A of CVM Instruction 481 of December 17, 2009 that may influence investment decisions, particularly those related to:

 

The activity of risk management is highly strategic due to the increasing complexity of services and products and to the globalization of the Bradesco Organization's business. The dynamism of the markets leads us to a constant improvement of this activity in the pursuit of the best practices.

 

Bradesco Organization exercises the corporate control of risks in an integrated and independent manner, preserving and enhancing the environment of collective decisions, developing and implementing methodologies, models, measurement and control tools.

 

Bradesco Cartões, as part of Bradesco Organization, adopts the same management structure of risks, of credit risks, market risks, liquidity risks and operational risks adopted by Bradesco Organization.

 

Description of the risk factors

 

The following describes the main risk factors that Bradesco Cartões considers relevant today. In the event they materialize, these risks could adversely affect our business, our financial and equity position.

 

We note that the risks described below are not the only risks to which the Institution is subject. Other risks that currently we are not aware of, in case they happen, can generate effects similar to those mentioned above.

 

It should be noted that the order in which the risks are presented reflect a relevant criterion established by the Organization.

 

a) to the Issuer

 

Adverse conditions in the credit and capital markets may adversely affect our ability to access resources in due time and at reduced costs.

 

The volatility and uncertainty in the credit and capital markets usually have reduced liquidity resulting in higher funding costs for financial and non-financial institutions. Such conditions may impact our ability to replace in due time and at reduced costs, the maturing obligations and/or access to resources to carry out our growth strategy. If we are forced to postpone capital increases or to pay discouraging interest rates in order to raise capital, our financial condition and the results of our operations may be adversely affected.

 

The ever-increasing competitive environment in the segments of banking and payment method may negatively affect the prospects for our business.

 

The markets for financial, banking and payment methods services are highly competitive. We face a significant competition from other Brazilian and foreign, public and private, big banks and companies of payment methods in all main areas of operation.

 

 

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The competition has increased as a result of the consolidation among financial institutions in Brazil and the regulations of the National Monetary Council, which made it easier for customers to switch their banking resources/business. The increased competition may significantly affect us adversely, among other things, limiting our ability to retain and grow our existing customer base and expand our operations, reducing our profit margins on banking and other products and services we offer, limiting opportunities for investment.

 

The increased competition may adversely affect the results of our business and potential business, among other things:

 

·         limiting our ability to increase our customer base and expand our operations;

·         reducing our profit margins of banking products and services and other services and products offered by us; and

·         increasing the competition for foreign investment opportunities.

 

We may experience increases in our level of delay in the payment of loans, to the extent that our portfolio of loans and advances matures.

 

Our portfolio of loans and advances has been growing in recent years. The levels of nonperforming loans are usually higher for our individual clients than for corporate clients.

 

Adverse economic conditions and a lower growth rate of our loans and advances to customers may result in an increase in our loss due to the impairment of these transactions, write-downs and index of loans and advances due concerning the total number of loans, which may have an adverse effect on our business, financial condition and results of operations.

 

A failure or violation in our operating, security or technology systems may temporarily interrupt our business, increasing our costs and generating losses.

 

Although we have ostensible data security controls, carry out continuous investment in infrastructure, operations and have a crisis management in order, our data processing systems, financial and accounting business operating systems, or other tools may stop operating correctly for a limited period of time or become temporarily disabled or damaged as a result of a number of factors, including events that are wholly or partially out of our control, such as electrical or telecommunications failures; collapses; system failures or other events affecting third parties with whom we do business or in our tools used for business activities, including exchange, clearing houses, financial intermediaries and service providers; and events concerning local politics and large-scale issues, or social and cyberattacks problems.

 

Our substantial reliance on technology, by its very nature, exposes us to infections by viruses, malicious software and other malicious attacks, which can unexpectedly affect the operation of our systems, used to manage and store confidential and/or sensitive data concerning our operations.

 

We and other financial institutions have gone through attacks on our computer systems. Although we have not suffered material or data losses from these attacks so far, it is possible that, given the use of new technologies, the growing reliance on the Internet, the changing nature and sophistication of attacks, that we are unable to effectively predict and prevent all attacks. Cyberattacks and temporary

 

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interruptions or failures in the physical structure or in operating systems that support our business and customers can result in problems with customer, regulatory fines, penalties or intervention, refund or other compensation costs.

 

Fraud Risk

 

The risk of fraud consists in the deliberate act of omission or manipulation of transaction and tampering with documents and/or records involving transactions made with credit and debit cards.

 

b) to its controller, direct or indirect, or control group

 

Bradesco Cartões is controlled by Bradesco, a company member of the Bradesco Organization. Bradesco-related risks can be seen in item 4.1 of Bradesco's Reference Form.

 

c) to its shareholders

 

Bradesco is the sole shareholder of Bradesco Cartões

 

d) to its subsidiaries and affiliates

 

The main subsidiaries of Bradesco Cartões develop activities related to the payment method segment. The potential inability of these subsidiaries to monitor market trends and offer new payment methods can cause significant and adverse effects. The payment methods industry must constantly monitor the changing expectations of merchants and card carriers, as well as technological advances. It is expected that new payment methods, associated with new technologies, among which are transactions originated and captured by mobile phone, are developed and implemented in order to meet the demand of carriers for ease, speed and security in the use of credit and debit cards.

 

Since July 2010, the card market in Brazil has been marked by a new competitive environment in which the Purchasers (institutions that settle transactions made through credit and debit cards - example Cielo) operate simultaneously with the main goals for credit and debit cards, among them Visa and MasterCard, which generates a greater competition between the various competitors and participants in the cards market.

 

e) to its suppliers

 

Bradesco Cartões is not exposed to significant risks with its suppliers.

 

f) to its customers

 

We consider as a risk related "to its customers" the risk related to the "Institution", as described in item "a" of this section.

 

g) to the economy segments in which the Institution operates

 

 

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The current weakness of the Brazilian macroeconomic conditions and the perception of certain risks and uncertainties related to Brazil may have a material adverse effect on our financial condition and the results of our operations.

 

The results of our operations are significantly impacted by the macroeconomic conditions in Brazil. In previous years, we took advantage from the generally stable economic environment and the relatively strong annual growth of the Brazilian GDP. However, from 2013 on, the Brazilian GDP growth began to slow as a result of several factors, including the weakening of the Brazilian currency, the increasing level of deficit in current accounts and the persistent inflation.

 

The reduction in the primary balances in recent years and the increase in net debt of the public sector have contributed to a further deterioration of the macroeconomic conditions. In addition, other events contributed to a slowdown even more intense in the economic activity of last year, affecting even more negative way the perception concerning the Brazilian risk. Still, the rise of the unemployment rate as a result of the macroeconomic conditions, creates risks to the banking industry (especially with the possibility of increase in the non-payment of households and companies). At the same time, the inflation still high may lead to an increase in the basic interest rate of financial assets, which can also influence the profitability of our operations.

 

The continuity of any of these factors or of the combination of them, may lead to a further slowdown in the GDP growth, which may have an adverse effect on our financial conditions and the results of our operations.

 

The government exerts influence on the Brazilian economy and the political and economic conditions in Brazil have a direct impact on our business.

 

Our conditions and financial results of the operations substantially depend on the Brazilian economy, which in the past was characterized by frequent and occasionally drastic interventions by the government and volatile economic cycles.

 

In the past, the government often changed monetary, fiscal and tax policies to influence the course of the Brazilian economy. We cannot control nor do we have ways to predict what measures or policies the government may take in response to the current or future Brazilian economic situation or how the government intervention and policies will affect the Brazilian economy and how they will affect our operations and revenues.

 

Historically, the political scenario of the country has influenced the performance of the Brazilian economy and the political crises have affected the confidence of investors and of the general public, which resulted in a slowdown of the economy and an increased volatility of securities of Brazilian companies issued abroad.

 

h) the regulation of segments in which the institution operates

 

The government regulates the operations of Brazilian financial institutions. Changes in the existing laws and regulations or the imposition of new laws and regulations may adversely affect our operations and our revenues.

 

 

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Brazilian banks, including our banking and payment methods operations are subject to extensive and continuous regulatory review by the government. We have no control over government regulations, which governs all aspects of our operations, including the imposition of:

 

·         minimum capital requirements;

·         reserve/compulsory deposit requirements;

·         investment limits in fixed assets;

·         loan limits and other credit restrictions;

·         accounting and statistical requirements;

·         minimum coverage; and

·         mandatory provisioning policies.

 

The regulatory structure governing the Brazilian banks is constantly evolving. Existing laws and regulations may change, the way in which laws and regulations are interpreted or implemented may be different and new laws and regulations may be adopted. Such changes may adversely affect our operations and revenues.

 

The government, in particular, historically promulgated regulations affecting financial institutions in an attempt to implement its economic policies. These regulations are intended to control the availability of credit and reduce or increase consumption in Brazil. These changes may adversely affect us. The regulations issued by the Central Bank does not go through the legislative process, so that its enactment and implementation can occur in a very short time, affecting our activities in an unforeseen and sudden manner.

 

Standards may be edited to change the rules of the card segment, which may affect the adversely and materially institution. Several bills are also being handled by the National Congress in order to change the regulation of the payment method with cards segment. The main initiatives deal with:

 

·         limiting management fees charged to merchants and payment terms;

·         the possibility to set different prices in the sale of goods or the provision of paid services with credit and debts cards in relation to other payment methods in cash; and

·         ISS impact on services provided in powdered manner in Brazilian cities.

 

These bills are at different stages at the National Congress and represent uncertainty focuses on the regulatory framework to be faced by the institution in the coming years.

 

Still, any increase in the rate of Tax on Financial Operations (IOF) in transactions with card may materially affect the use of cards and consequently reduce the results of the institution.

 

Changes in tax and other tax assessments may adversely affect us.

 

The government regularly enacts amendments to tax and other releases that affect us and our customers. These amendments include changes in the incidence rate and, occasionally, the enactment of temporary taxes, whose proceeds are intended for government purposes. The effects of these changes and other changes that result from the enactment of additional tax amendments have not been and cannot be quantified. There is no assurance that these amendments, once

 

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implemented, will not have a negative effect on our business. Moreover, such changes can cause uncertainty in the financial system, increasing the cost of loans and contributing to the increase in the portfolio of loans and advances overdue.

 

i) to foreign countries where the institution operates

 

The risks to which our operations abroad are exposed are not relevant, because they cannot generate significant impacts that may influence any investment decision.

 

It should be mentioned that the operations of our Dependencies Abroad are supported by policies, standards and procedures issued by the Bradesco Organization.

 

j) to environmental issues

 

The environmental risk is represented by the potential damage that an economic activity can cause to society and the environment. Social and environmental risks associated with financial institutions are mostly indirect and result from business relations, including those with the supply chain and customers, through financing and investment activities, observing the principles of relevance and proportionality of activities of the Bradesco Organization.

 

Main changes in the risk factors of Banco Bradesco Cartões S.A., pursuant to item 11b of Appendix 20-A of CVM Instruction No. 481 of December 17, 2009

 

Main changes in the risk factors, pursuant to item 11 (b) of Appendix 20-A of CVM Instruction No. 481 of December 17, 2009

 

Regarding the last fiscal year, there were no significant changes in the main risks to which Banco Bradesco and Bradesco Cartões are exposed.

Bradesco Cartões may eventually suffer some increase in risk exposure as a result of the merger of the spun-off portion of HSBC Bank, due to the absorption of all the rights and obligations regarding the spun-off portion.

 

Description of the activities of Banco Bradesco Cartões S.A.pursuant to section 11c of Appendix 20a of CVM Instruction 481, of December 17, 2009

Description of the activities of Banco Bradesco Cartões S.A., pursuant to item 11c of Appendix 20-A of CVM Instruction No. 481, of December 17, 2009

 

Banco Bradesco Cartões S.A. (Bradesco Cartões or Institution) acting as a multiple bank, has as its corporate purpose practice of active, passive and accessory transactions inherent to the respective authorized portfolios (commercial, investment, credit, financing and investment), including foreign exchange, in accordance with the laws and regulations in force. It is part of Bradesco Organization, using its similar administrative and technological resources.

 

Operations are conducted in the context of a set of institutions that operate in the financial market, and certain operations have the co-participation or intermediation of associated institutions, members of the financial system.

 

 

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For purposes of clarity and analysis, we inform that the complete data of all business cards are contained in the Consolidated Financial Statements of the Bradesco Organization available www.bradescori.com.br - Reports and spreadsheets - Financial information.

 

Information about the operating segments

 

We provide to our customers a line of credit cards that offers the credit cards brands American Express, Elo, Visa, Mastercard, as well as Private Label cards (issued by retail tenants) and that stand out due to the range of benefits and amenities offered to its members.

 

We earned revenues from our credit card operations through:

 

·         fees on purchases made in shops;

·         emission/annuities rates;

·         interest on financed balances;

·         interest and fees on cash withdrawals at ATMs; and

·         interest on anticipation of amounts to be received by the establishments, who have sold for holders of credit card.

 

We offer to our customers the most complete line of credit cards and related services, including:

 

·         cards with use restricted to Brazil;

·         International cards valid in Brazil and abroad;

·         cards for customers with high expenses, such as "Gold", "Platinum" and "Infinite/Black" of the Visa, American Express and MasterCard brands;

·         multiple cards, a combination in the same plastic of credit and debit functions, which in addition to traditional banking transactions, can be used for purchase transactions;

·         cards co-branded issued through partnerships with companies;

·         affinity cards, issued through civil associations, such as sports clubs and non-governmental organizations; and

·         Private Label cards, exclusively for customers of retail establishments, in order to leverage business and build customer loyalty with merchants, which may or may not have the brand to use outside the establishment, among others.

 

At December 31, 2015, we had several partners with co-branded cards, affinity cards and Private Label. The offer of credit cards to this audience integrates our strategy of relationship with the customer, providing banking products, such as financing and insurance associated with credit cards.

 

Distribution channels

 

Our products of cards and payment methods are distributed through the distribution channels used by the Bradesco Organization (branches, PABs, etc.). In addition, we have entered into partnerships with supermarkets, drug stores, grocery stores, department stores, and other retailers to offer our Private Label cards (with brand or not).

 

We also have digital channels (self-service, contact center Internet) to offer our products to customers.

 

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The market for credit cards in Brazil is highly competitive. Our main competitors are Banco do Brasil S.A., Itaú Unibanco Holdings S.A. and Banco Santander (Brasil) S.A. The Management believes that the main competitive factors in this area are the interest rates, the annual fees, the distribution network of cards and the benefits on the cards.

 

There are no clients that are responsible for over 10% of the revenue of Bradesco Cartões.

 

 

 

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Item 15 - Appendix 20-a - Report including the negotiation with securities issued by the companies involved in the transaction (last 6 months)

 

Letter a (iii and iv) - Purchase/sale operations on regulated markets

 

Debentures issued by Bradesco Leasing and traded by Banco Bradesco

 

DATE OF THE TRANSACTION

TRANSACTION

DATE OF
ISSUE

MATURITY
DATE

NUMBER OF
DEBENTURES

UNIT
PRICE

TRANSACTION
AMOUNT

Jan 4, 2016

Sale

Feb 1, 2005

Feb 1, 2025

10,726,952

335.603258

3,600,000,039.60

Jan 4, 2016

Sale

Jun 20, 2011

Jun 20, 2026

10,255,173

78.009416

800,000,056.70

Jan 4, 2016

Sale

Jun 20, 2011

Jun 20, 2021

1,281,907

78.008792

100,000,016.52

Jan 6, 2016

Purchase

Feb 1, 2005

Feb 1, 2025

595,317

335.955708

200,000,144.21

Jan 6, 2016

Purchase

Feb 1, 2005

Feb 1, 2025

5,357,850

335.955708

1,800,000,290.10

Jan 6, 2016

Purchase

Jun 20, 2011

Jun 20, 2026

16,647,172

78.091342

1,300,000,001.98

Jan 6, 2016

Purchase

Jun 20, 2011

Jun 20, 2021

2,561,124

78.090717

200,000,009.48

Jan 7, 2016

Sale

Feb 1, 2005

Feb 1, 2025

446,252

336.133198

150,000,111.87

Jan 7, 2016

Sale

Jun 20, 2011

Jun 20, 2026

1,279,880

78.132337

100,000,015.47

Jan 08, 2016

Sale

Jun 20, 2011

Jun 20, 2026

14,071,291

78.173355

1,100,000,026.65

Jan 11, 2016

Sale

Feb 1, 2005

Feb 1, 2025

742,973

336.486204

250,000,164.44

Jan 11, 2016

Sale

Feb 1, 2005

Feb 1, 2025

4,309,255

336.485078

1,450,000,004.79

Jan 11, 2016

Sale

Jun 20, 2011

Jun 20, 2021

1,917,821

78.213768

150,000,006.75

Jan 12, 2016

Purchase

Feb 1, 2005

Feb 1, 2025

594,067

336.662845

200,000,286.34

Jan 12, 2016

Sale

Feb 1, 2005

Feb 1, 2025

2,079,239

336.661719

700,000,175.95

Jan 12, 2016

Sale

Jun 20, 2011

Jun 20, 2026

1,277,867

78.255454

100,000,062.23

Jan 13, 2016

Purchase

Feb 1, 2005

Feb 1, 2025

296,878

336.83958

100,000,260.83

Jan 13, 2016

Purchase

Feb 1, 2005

Feb 1, 2025

890,633

336.839325

300,000,218.54

Jan 13, 2016

Purchase

Feb 1, 2005

Feb 1, 2025

207,815

336.839325

70,000,264.32

Jan 13, 2016

Purchase

Feb 1, 2005

Feb 1, 2025

4,453,174

336.838454

1,500,000,245.55

Jan 13, 2016

Purchase

Jun 20, 2011

Jun 20, 2021

1,277,206

78.295908

100,000,003.47

Jan 14, 2016

Sale

Feb 1, 2005

Feb 1, 2025

356,066

337.016407

120,000,083.97

Jan 14, 2016

Sale

Feb 1, 2005

Feb 1, 2025

148,361

337.016152

50,000,053.32

Jan 14, 2016

Sale

Feb 1, 2005

Feb 1, 2025

296,723

337.015281

100,000,185.22

Jan 14, 2016

Sale

Jun 20, 2011

Jun 20, 2026

5,106,103

78.337639

400,000,053.51

Jan 14, 2016

Sale

Jun 20, 2011

Jun 20, 2021

638,268

78.337011

50,000,007.33

 

 

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Jan 15, 2016

Sale

Feb 1, 2005

Feb 1, 2025

355,879

337.193327

120,000,024.01

Jan 15, 2016

Sale

Feb 1, 2005

Feb 1, 2025

296,566

337.193072

100,000,000.59

Jan 15, 2016

Sale

Jun 20, 2011

Jun 20, 2026

5,613,766

78.378763

440,000,034.85

Jan 18, 2016

Purchase

Feb 1, 2005

Feb 1, 2025

444,616

337.37034

150,000,251.08

Jan 18, 2016

Purchase

Feb 1, 2005

Feb 1, 2025

237,129

337.369215

80.000.024,58

Jan 19, 2016

Purchase

Feb 1, 2005

Feb 1, 2025

444,382

337.547446

150.000.009,14

Jan 19, 2016

Sale

Feb 1, 2005

Feb 1, 2025

207,379

337.547446

70.000.251,80

Jan 19, 2016

Purchase

Feb 1, 2005

Feb 1, 2025

296,255

337.547191

100.000.043,06

Jan 19, 2016

Purchase

Feb 1, 2005

Feb 1, 2025

740,640

337.546321

250.000.307,18

Jan 19, 2016

Purchase

Jun 20, 2011

Jun 20, 2021

1,019,623

78.460449

80.000.078,39

Jan 20, 2016

Sale

Feb 1, 2005

Feb 1, 2025

296,100

337.724645

100.000.267,38

Jan 20, 2016

Sale

Jun 20, 2011

Jun 20, 2026

1,019,079

78.502268

80.000.012,77

Jan 20, 2016

Purchase

Jun 20, 2011

Jun 20, 2021

2,547,718

78.501638

200.000.036,16

Jan 21, 2016

Sale

Feb 1, 2005

Feb 1, 2025

355,133

337.901936

120.000.128,23

Jan 21, 2016

Purchase

Feb 1, 2005

Feb 1, 2025

887,832

337.901936

300.000.151,64

Jan 21, 2016

Sale

Feb 1, 2005

Feb 1, 2025

5,918,897

337.900811

2.000.000.096,52

Jan 21, 2016

Purchase

Jun 20, 2011

Jun 20, 2026

2,546,361

78.543479

200.000.051,72

Jan 21, 2016

Purchase

Jun 20, 2011

Jun 20, 2026

2,546,361

78.543479

200.000.051,72

Jan 22, 2016

Sale

Feb 1, 2005

Feb 1, 2025

295,789

338.079203

100.000.109,37

Jan 22, 2016

Purchase

Feb 1, 2005

Feb 1, 2025

887,369

338.078078

300.000.005,99

Jan 25, 2016

Sale

Feb 1, 2005

Feb 1, 2025

413,888

338.256308

140.000.226,80

Jan 25, 2016

Sale

Jun 20, 2011

Jun 20, 2026

1,526,215

78.625912

120.000.046,28

Jan 26, 2016

Sale

Feb 1, 2005

Feb 1, 2025

206,836

338.434015

70.000.337,92

Jan 26, 2016

Purchase

Feb 1, 2005

Feb 1, 2025

2,511,577

338.432891

850.000.265,07

Jan 26, 2016

Sale

Feb 1, 2005

Feb 1, 2025

2,659,316

338.432891

900.000.001,96

Jan 26, 2016

Purchase

Jun 20, 2011

Jun 20, 2026

1,906,768

78.667161

150.000.025,24

Jan 26, 2016

Purchase

Jun 20, 2011

Jun 20, 2026

2,542,357

78.667161

200.000.007,43

Jan 27, 2016

Purchase

Feb 1, 2005

Feb 1, 2025

2,953,247

338.610437

1.000.000.257,23

Jan 28, 2016

Purchase

Feb 1, 2005

Feb 1, 2025

236,136

338.7892

80.000.326,53

Jan 28, 2016

Purchase

Feb 1, 2005

Feb 1, 2025

1,180,680

338.788076

400.000.305,57

Jan 28, 2016

Purchase

Jun 20, 2011

Jun 20, 2026

1,269,846

78.749722

100.000.019,48

Jan 28, 2016

Sale

Jun 20, 2011

Jun 20, 2021

634,928

78.749089

50.000.001,58

Jan 02, 2016

Sale

Feb 1, 2005

Feb 1, 2025

737,149

339.144757

250.000.218,47

 

 

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Jan 02, 2016

Sale

Feb 1, 2005

Feb 1, 2025

530,748

339,144502

180.000.266,14

Jan 02, 2016

Purchase

Feb 1, 2005

Feb 1, 2025

2,948,604

339.143634

1.000.000.275,78

Jan 02, 2016

Purchase

Feb 1, 2005

Feb 1, 2025

2,948,604

339.143634

1.000.000.275,78

Jan 02, 2016

Purchase

Jun 20, 2011

Jun 20, 2026

3,805,544

78.832372

300.000.060,27

Feb 18, 2016

Purchase

Feb 1, 2005

Feb 1, 2025

586,327

341.107003

200.000.245,74

Feb 18, 2016

Purchase

Feb 1, 2005

Feb 1, 2025

586,327

341,107003

200.000.245,74

Feb 18, 2016

Purchase

Feb 1, 2005

Feb 1, 2025

293,164

341.106748

100.000.218,67

Feb 18, 2016

Sale

Feb 1, 2005

Feb 1, 2025

5,863,283

341,105882

2.000.000.319,13

Feb 18, 2016

Purchase

Jun 20, 2011

Jun 20, 2026

1,891,826

79.288494

150.000.034,45

Feb 19, 2016

Sale

Feb 1, 2005

Feb 1, 2025

146,505

341.285696

50.000.060,89

Feb 19, 2016

Sale

Feb 1, 2005

Feb 1, 2025

586,021

341.28483