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 May, 2024
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____
.
SUMMARY
1. Issuer’s activities |
6 |
1.1 – Briefly describe the issuer's history |
6 |
1.2 – Briefly describe the main activities developed by the issuer and its subsidiaries |
7 |
1.3 – Information on operating segments |
7 |
1.4 – Information on products and services relating to the operational segments disclosed in item 1.3 |
11 |
1.5 – Clients responsible for more than 10% of the total net revenue |
37 |
1.6 – Relevant effects of the state regulation of activities |
37 |
1.7 – Countries from which the issuer generates significant revenue |
68 |
1.8 – Foreign countries disclosed in item 1.7, describing relevant impacts arising from the regulation
of these countries on the issuer's business |
68 |
1.9 – Environmental, social and corporate governance (ESG) information, indicate: |
68 |
1.10 – Specific information of mixed economy companies |
69 |
1.11 – Indicate the acquisition or disposal of any relevant asset that is not classified as a normal
operation in the issuer's business |
70 |
1.12 – Indicate merger, division, incorporation, equity incorporation, capital increase or reduction
involving the issuer and documents in which more detailed information can be found |
70 |
1.13 – Indicate the firming, extinction or modification of shareholders’ agreements and the documents
in which more detailed information can be found |
70 |
1.14 – Indicate significant changes in the way of conducting the issuer's business |
71 |
1.15 – Indicate significant contracts not directly related to operating activities entered into by the
issuer or by its subsidiaries |
71 |
1.16 – Other relevant information |
71 |
2. Officers’ notes |
72 |
2.1 – General Financial and Equity Conditions |
72 |
2.2 – Financial and operating income |
91 |
2.3 – Officers must comment on changes in accounting practices |
93 |
2.4 – Events with significant effects (occurred and expected) on financial statements |
94 |
2.5 – If the issuer has disclosed, during the last fiscal year, or wishes to disclose in this form non-accounting
measurements, such as EBITDA (earnings before interest, tax, depreciation and amortization) or EBT (earnings before interest and tax),
the issuer must inform: |
95 |
2.6 – Subsequent events to the latest financial statements |
95 |
2.7 – Officers must comment on the destination of the corporate income |
96 |
2.8 – Relevant Items not evidenced in the financial statements |
98 |
2.9 – Comments on other items not evidenced in the financial statements |
99 |
2.10 – Business plan |
100 |
2.11 – Other factors with relevant influence |
101 |
3. Projections |
102 |
3.1 – Disclosed projections and assumptions |
102 |
3.2 – Monitoring and changes to the disclosed projections |
104 |
4. Risk factors |
106 |
4.1 – Description of risk factors in descending order of relevance |
106 |
4.2 – Indicate the five (5) main risk factors, among those listed in field 4.1, regardless of the category
in which they are inserted |
122 |
4.3 – Describe, quantitatively and qualitatively, the main market risks to which the issuer is exposed,
including in relation to exchange rate risks and interest rates |
122 |
4.4 – Judicial, administrative or arbitral proceedings in which the issuer or its subsidiaries are a
part of, discriminating between labor, tax, civil, environmental and others |
127 |
4.5 – Indicate the total provisioned value, if any, of the processes described in item 4.4 |
139 |
4.6 – Relevant sensitive processes in which the issuer or its subsidiaries are a part of, and which have
not been disclosed in item 4.4, analyze the impact in case of loss and inform the values involved |
139 |
4.7 – Describe other relevant contingencies not covered by the previous items |
139 |
5. Risk management policy and internal controls |
140 |
5.1 – Risks indicated in items 4.1 and 4.3 |
140 |
5.2 – Controls adopted by the issuer to ensure the elaboration of reliable financial statements |
147 |
5.3 – In relation to the internal mechanisms and procedures of integrity adopted by the issuer to prevent,
detect and remedy deviations, fraud, irregularities and illegal acts perpetrated against the public administration, national or foreign |
149 |
5.4 – In relation to the last fiscal year, there were significant changes in the key risks faced by the
issuer or in the risk management policy adopted, including any expectations of reducing or increasing the issuer's exposure to such risks. |
153 |
5.5 – Other relevant information |
153 |
6. Control and economic group |
154 |
6.1 / 6.2 – Equity Position |
154 |
6.3 – Capital Distribution |
158 |
6.4 – companies in which the issuer has participation and that are relevant to the development of its
activities |
159 |
6.5 – Organization chart of shareholders and economic group |
159 |
6.6 – Other relevant information |
162 |
7. Shareholders’ meeting and management |
163 |
7.1 – Describe the main characteristics of the issuing authority's management bodies and fiscal council,
identifying: |
163 |
7.2 – In relation specifically to the board of directors |
167 |
7.3 – For each of the directors and members of the issuer's fiscal council, indicate in a table form: |
170 |
7.4 – Provide the information mentioned in item 7.3 regarding the members of the statutory committees,
as well as the risk committee, even if such committee or structure is not statutory |
236 |
7.5 – Inform about the existence of a marital relationship, stable union or kinship up to the second
degree related to: |
238 |
7.6 – Inform about subordination, service provision or control relationships maintained in the last three
fiscal years between the issuer’s managers and: |
238 |
7.7 – Describe the provisions of any agreements, including insurance policies, which provide for the
payment or reimbursement of expenses incurred by directors, arising from the repair of damages caused to third parties or to the issuer,
of penalties imposed by state agents, or agreements with the aim of terminating administrative or judicial proceedings, by virtue of
the exercise of their duties |
243 |
7.8 – Other relevant information |
244 |
8. Management remuneration |
245 |
8.1 – Description of the policy or compensation practice, including the non-statutory board |
245 |
8.2 – total compensation of the board of directors, statutory board of executive officers and fiscal
council |
252 |
8.3 – variable compensation of the board of directors, statutory board of executive officers and fiscal
council |
256 |
8.4 – Compensation plan based on shares of the board of directors and the statutory board of executive
officers |
258 |
8.5 – Compensation based on shares of the board of directors and of the statutory board of executive
officers |
259 |
8.6 – Information on the options for buying shares performed in the last three fiscal years and planned
for the current fiscal year, of the board of directors and the statutory board of executive officers |
259 |
8.7 – Options exercised and open shares of the board of directors and the statutory board of executive
officers at the end of the last fiscal year |
259 |
8.8 – Options exercised relating to share-based compensation of the board of directors and the statutory
board of executive officers in the last three fiscal years |
259 |
8.9 – In relation to the compensation based on shares, in the form of shares to be delivered directly
to the beneficiaries, recognized in the result of the last three fiscal years and that foreseen for the current fiscal year, of the board
of directors and of the statutory board of executive officers |
259 |
8.10 - In relation to each share program performed in the last three fiscal years and planned for the current
fiscal year, for the board of directors and the statutory board |
260 |
8.11 - In relation to shares delivered regarding the compensation based on shares of the board of directors
and the statutory board of executive officers, in the last three fiscal years |
260 |
8.12 - Information necessary to understand the data disclosed in items 8.5 to 8.11 - Method of pricing the
value of shares and options |
260 |
8.13 – Number of shares, quotas and other securities convertible into shares held by managers and members
of the fiscal council – by body |
261 |
8.14 – Information on private pension plans granted to the members of the Board of Directors and of the
statutory board of executive officers |
261 |
8.15 – Highest, lowest and the average individual compensation for the board of directors, statutory
board of executive officers and fiscal council |
262 |
8.16 – Compensation or indemnity mechanisms for managers in case of removal from office or retirement |
263 |
8.17 – Percentage in total compensation held by management and members of the fiscal council that are
related parties to the controlling companies |
263 |
8.18 – Compensation of managers and fiscal council’s members, grouped by body, received for any
reason other than the position they occupy |
263 |
8.19 – Compensation of managers and fiscal council’s members recognized in the income of the controlling
shareholders, direct or indirect, of companies under common control and of the issuer’s subsidiaries |
263 |
8.20 – Other relevant information |
264 |
9. Independent auditors |
265 |
9.1/9.2 – Identification and remuneration of auditors |
265 |
9.3 - Independence and conflict of interests of auditors |
265 |
1. Issuer’s activities
1.1
– Briefly describe the issuer's history
Bradesco
was founded in 1943 as a commercial Bank under the name of Banco Brasileiro de Descontos S.A. In 1948, we entered a period of intense
expansion, which, by the end of the 1960s, led us to become the largest commercial bank in the private sector in Brazil. We expanded our
activities across the country in the 1970s, winning Brazilian urban and rural markets.
In 1988,
as provided for by the Central Bank of Brazil, the reorganization of the Company took place in the form of a Multiple Bank, with the incorporation
of the real estate loans company, to operate with the Commercial and Real Estate Loan Portfolios, changing its corporate name to Bradesco
S.A. – Banco Comercial e de Crédito Imobiliário, which was again changed to Banco Bradesco S.A. on January 13, 1989.
In 1989,
Financiadora Bradesco S.A. Crédito, Financiamento e Investimentos changed its object and corporate name, resulting in the cancellation
of the authorization to operate as a financial institution, followed by the creation of Carteira de Crédito, Financiamento e
Investimentos and, in 1992, Banco Bradesco de Investimento S.A. (BBI) was incorporated by Bradesco, an occasion in which the investment
portfolio was established.
We are
one of the largest banks in Brazil in terms of total assets. We provide a wide range of banking, financial products and services in Brazil
and abroad, for individuals and legal entities (small, medium and large enterprises). We have the widest network of branches and services
in the private sector in Brazil, which allows us to cover a diverse client base. Our services and products include banking operations,
such as: loan operations and collection of deposits, issuance of credit cards, insurances, capitalization, consortium, leasing, billing
and payment processing, pension plans, asset management and brokerage services as well as securities brokerage.
Strategic
Planning
The
year 2023 was challenging, but the adjustments we made to our strategy have started to show positive effects. We expect 2024 to be a transitional
year and we are aware of the need for transformation, which we are now accelerating. We started to execute what we consider to be an innovative
strategic plan.
Our
goal is to transform the business in an agile manner, aligning technology and people with our company culture. If we achieve this transformation,
we expect it to improve our profitability. We believe in a trajectory of recovery of profitability over time, and expect that the initial
effects will start to show in 2025.
We are
accelerating our transformation, executing a strategic plan that starts from a deep and realistic diagnosis of everything that needs to
change. The implementation of this plan will extend over the next few years. We expect to see some results in 2024, but believe that the
benefits of this strategic plan will largely start from 2025 onwards.
We will
continue being a full-service bank, offering a wide range of services and products, which is close to its clients. We will continue to
offer physical and digital support to our clients. In addition, we will adjust our customer service to improve the experience for our
clients, deliver more value to the client, and increase our efficiency.
We
are looking to implement a transformative culture for an agile and large bank that is customer-centric, without losing our values. We
have accelerated priority initiatives and introduced new ones. We believe that our focus on our employees agenda will enable us to implement
changes that prepare us for our continuous evolution.
Our
strategic plan aims to resume our historical profitability in a sustainable way over the next few years. As part of that, we will change
our organizational structure, reduce hierarchical levels and while maintaining an effective internal control environment. We will have
a team fully dedicated to the execution of these changes, transforming our business and accelerating the changes in our employees, culture
and technology, allowing us to become more competitive in an environment of constant change.
| |
6 – Reference Form – 2023 | |
Macroeconomic
and Sectorial Policies
Considering
the two most recent episodes of contraction of the global economy, the behavior of credit was quite distinct. In the period 2015-2016,
the GDP growth slowdown contributed to the downturn of credit, while the increase in the basic interest rate raised the funding costs
in the activity of banking intermediation. In 2020, due to the pandemic, the loan portfolio registered expansion, favored by regulatory
stimulus measures – such as the reduction of the reserve requirement rate and the increase of the payroll-deductible loan limits,
among other measures –, renegotiations of spread payments, increase of guarantees in loan operations, creation of subsidized lines
and fall in the basic interest rate. At the same time, the bank inflows have increased, in a scenario of accumulation of savings, especially
for families, due to the pandemic. In 2021, the extension of these measures, the rather gradual normalization of the funding and the reopening
of the economy resulted in a significant expansion of credit. And in 2022, the monetary tightening by the Central Bank of Brazil (and
the consequent increase in the cost of credit) and the effects of accelerating inflation on real income led to an increase in delinquency
and consequently to tightening credit concession policies. In addition to the more moderate credit growth in 2023, the adjustments
implemented from 2022 also enabled the decline in the loan delinquency level granted to individuals after the peak reached at the end
of the first semester.
In 2024,
the favorable economic scenario, the improvement in the delinquency ratios and the basic interest rate cutback should sustain a favorable
evolution of the credit cycle. It is important to highlight that the structural vision in relation to
Brazil remains constructive for the banking sector, which should continue advancing in terms of efficiency gains, in an environment of
expansion of competition.
1.2
– Briefly describe the main activities developed by the issuer and its subsidiaries
Currently,
we are one of the largest banks in country in terms of total assets. We offer a wide range of banking and financial products and services
in Brazil and abroad, to individuals, large, medium, small, micro-sized enterprises and major local and international corporations and
institutions. Our products and services comprise of banking and non-banking operations such as loans and advances, deposit-taking, credit
card issuance, purchasing consortiums, insurance, capitalization, leasing, payment collection and processing, pension plans, asset management
and brokerage services, among others. For a better view of the main companies that are part of the Issuer’s Economic Group, and
its respective activities, please see item 6 of this Reference Form.
1.3
– Information on operating segments
| a) | products and services marketed |
We operate
and manage our business through two segments: (i) the banking sector; and (ii) insurance, pension plans and capitalization bonds.
Banking
products and services
In order
to meet the needs of each client, we offer a range of products and services, such as:
| · | deposit-taking,
including checking accounts, savings accounts and time deposits; |
| · | loans
and advances (individuals and companies, real estate financing, microcredit, onlending BNDES/Finame funds, rural credit, leasing, among
others); |
| · | import and export financings; |
| · | credit
cards, debit cards and pre-paid cards; |
| · | cash
management solutions; |
| · | solutions
for the public authorities; |
| · | third-party
asset management and administration; |
| |
7 – Reference Form – 2023 | |
| · | services
related to capital markets and investment banking activities; |
| · | Investment
advisory; |
| · | intermediation
and trading services; |
| · | solutions
for the capital markets; |
| · | international
banking services; and |
| · | purchasing
consortiums. |
Insurance,
pension plans and capitalization bonds products and services
We offer
insurance, pension plans and capitalization bonds products through different segments, which we refer to collectively as “Grupo
Bradesco Seguros”, leader in the Brazilian insurance market. With the objective of meeting the needs of each client, we offer a
range of products and services, such as:
| · | life and personal accident insurance; |
| · | automobile insurance, property and casualty and liability insurance lines; |
b)
segment revenue and its participation in the issuer’s net revenue
The
following information about segments was prepared on the basis of reports that were provided to the Management to assess performance and
to make decisions regarding the allocation of resources for investment and for other purposes. Our Management uses a variety of information,
including financial information, which is prepared in accordance with BR GAAP, and non-financial information, measured on a different
basis. Therefore, the information contained in the segments has been prepared in accordance with accounting practices adopted in Brazil
and the consolidated information has been prepared in accordance with IFRS.
The main
assumptions of the segment for income and expenses include: (i) the excess of cash held by insurance, private pensions and capitalization,
which are included in this segment, resulting in an increase in net revenue interest; (ii) wages and benefits and administrative costs
included within the insurance segment, pension plans and capitalization, which consist only of costs associated directly with these operations;
and (iii) the costs incurred in the banking segment, related to the infrastructure of the branch network and other overhead, that are
not allocated.
| |
8 – Reference Form – 2023 | |
|
|
|
|
R$ million |
Composition of Net Revenues
2023 |
Banking sector
(1) (2) |
Insurance, Pension Plans and Capitalization Bonds
(2) |
Other transactions, adjustments and eliminations
(3) |
Total |
Revenue from financial intermediation |
164,122 |
39,942 |
20,394 |
224,458 |
Fee and Commission income |
34,269 |
1,165 |
(8,477) |
26,957 |
Premiums Retained from Insurance and Pension Plans |
- |
9,801 |
(3,757) |
6,044 |
Equity in the earnings (losses) of unconsolidated companies and Joint Venture |
151 |
422 |
1,529 |
2,102 |
Other operating income |
14,928 |
5,350 |
5,136 |
25,415 |
Contribution for Social Security Financing - COFINS |
(4,036) |
(996) |
(21) |
(5,053) |
Service Tax - ISS |
(896) |
(71) |
(4) |
(971) |
Social Integration Program (PIS) contribution |
(666) |
(139) |
(4) |
(809) |
Total |
207,872 |
55,474 |
14,796 |
278,143 |
Participation in net revenue |
74.7% |
19.9% |
5.3% |
100.0% |
|
|
|
|
R$ million |
Composition of Net Revenues
2022 |
Banking sector
(1) (2) |
Insurance, Pension Plans and Capitalization Bonds
(2) |
Other transactions, adjustments and eliminations
(3) |
Total |
Revenue from financial intermediation |
151,198 |
36,250 |
18,465 |
205,913 |
Fee and Commission income |
33,802 |
1,701 |
(8,379) |
27,124 |
Premiums Retained from Insurance and Pension Plans |
- |
7,425 |
(2,535) |
4,890 |
Equity in the earnings (losses) of unconsolidated companies and Joint Venture |
107 |
125 |
1,124 |
1,356 |
Other operating income |
15,145 |
3,201 |
7,602 |
25,948 |
Contribution for Social Security Financing - COFINS |
(4,457) |
(877) |
(16) |
(5,350) |
Service Tax - ISS |
(930) |
(61) |
- |
(991) |
Social Integration Program (PIS) contribution |
(719) |
(123) |
(3) |
(845) |
Total |
194,146 |
47,641 |
16,258 |
258,045 |
Participation in net revenue |
75.2% |
18.5% |
6.3% |
100.0% |
| (1) | The banking sector is comprised of financial institutions; holding companies
(which are mainly responsible for managing financial resources); and credit card and asset management companies; |
| (2) | The asset, liability, income and expense balances among companies from the
same segment are eliminated; and |
| (3) | They refer to the amounts that were eliminated among companies from different
segments, as well as among other operations and consolidation adjustments. |
| |
9 – Reference Form – 2023 | |
c)
profit or loss resulting from the segment and participation in the issuer’s net income
R$ million |
Income Statement
2023 |
Banking |
Insurance,
pension and
capitalization
bonds |
Other
Activities |
Eliminations |
Managerial
Income
Statement |
Proportionately
consolidated (1) |
Adjustments
of
Consolidation (2) |
Adjustments (3) |
Consolidated
in
accordance
with IFRS |
Revenue from financial intermediation |
164,122 |
39,942 |
481 |
(671) |
203,874 |
(2,864) |
(4,249) |
27,697 |
224,458 |
Expenses from financial intermediation (4) |
(97,496) |
(32,892) |
(0) |
685 |
(129,702) |
552 |
6,914 |
(34,140) |
(156,376) |
Financial margin |
66,626 |
7,049 |
481 |
- |
74,172 |
(2,312) |
2,665 |
(6,443) |
68,082 |
Allowance for loan losses |
(37,111) |
- |
- |
- |
(37,111) |
- |
- |
4,994 |
(32,117) |
Gross income from financial intermediation |
29,516 |
7,049 |
481 |
- |
37,061 |
(2,312) |
2,665 |
(1,449) |
35,965 |
Income from insurance, pension plans and capitalization bonds |
- |
9,801 |
- |
32 |
9,833 |
- |
- |
(3,789) |
6,044 |
Fee and commission income |
34,269 |
1,165 |
5 |
(33) |
35,406 |
(5,341) |
(1,879) |
(1,229) |
26,957 |
Personnel expenses |
(21,257) |
(2,652) |
(31) |
- |
(23,939) |
909 |
- |
2,216 |
(20,814) |
Other administrative expenses (5) |
(20,866) |
(2,066) |
(16) |
424 |
(22,524) |
997 |
(618) |
(167) |
(22,312) |
Tax expenses |
(6,582) |
(1,437) |
(23) |
- |
(8,042) |
698 |
- |
0 |
(7,344) |
Share of profit (loss) of unconsolidated and jointly controlled companies |
151 |
422 |
- |
- |
573 |
1,528 |
- |
1 |
2,102 |
Other operating income / expenses |
(9,199) |
(3,469) |
(141) |
(438) |
(13,247) |
3,521 |
(167) |
3,798 |
(6,095) |
Net Income |
6,033 |
8,813 |
276 |
- |
15,122 |
- |
- |
(619) |
14,503 |
Participation in net income (Managerial Income Statement) |
39.9% |
58.3% |
1.8% |
- |
- |
- |
- |
- |
- |
R$ million |
Income Statement
2022 |
Banking |
Insurance,
pension and
capitalization
bonds |
Other
Activities |
Eliminations |
Managerial
Income
Statement |
Proportionately
consolidated (1) |
Adjustments
of
Consolidation (2) |
Adjustments (3) |
Consolidated
in
accordance
with IFRS |
Revenue from financial intermediation |
151,198 |
36,250 |
401 |
(1,121) |
186,728 |
(2,625) |
(2,167) |
23,977 |
205,913 |
Expenses from financial intermediation (4) |
(81,331) |
(29,163) |
(0) |
1,121 |
(109,373) |
484 |
4,765 |
(26,678) |
(130,802) |
Financial margin |
69,868 |
7,087 |
401 |
- |
77,355 |
(2,140) |
2,598 |
(2,701) |
75,112 |
Allowance for loan losses |
(31,526) |
- |
- |
- |
(31,526) |
43 |
- |
7,716 |
(23,767) |
Gross income from financial intermediation |
38,342 |
7,087 |
401 |
- |
45,829 |
(2,097) |
2,598 |
5,015 |
51,345 |
Income from insurance, pension plans and capitalization bonds |
- |
7,425 |
- |
36 |
7,461 |
- |
- |
(2,571) |
4,890 |
Fee and commission income |
33,802 |
1,701 |
7 |
(36) |
35,474 |
(4,977) |
(1,976) |
(1,397) |
27,124 |
Personnel expenses |
(20,322) |
(2,377) |
(4) |
- |
(22,703) |
764 |
- |
2,050 |
(19,889) |
Other administrative expenses (5) |
(20,950) |
(1,636) |
(8) |
530 |
(22,063) |
1,036 |
(594) |
(259) |
(21,881) |
Tax expenses |
(6,881) |
(1,188) |
(19) |
- |
(8,088) |
522 |
- |
- |
(7,566) |
Share of profit (loss) of unconsolidated and jointly controlled companies |
107 |
125 |
- |
- |
232 |
1,170 |
- |
(47) |
1,356 |
Other operating income / expenses |
(10,145) |
(4,622) |
(115) |
(530) |
(15,411) |
3,583 |
(28) |
(2,066) |
(13,922) |
Net Income |
13,955 |
6,515 |
262 |
- |
20,732 |
- |
- |
725 |
21,457 |
Participation in net income (Managerial Income Statement) |
67.3% |
31.4% |
1.3% |
- |
- |
- |
- |
- |
- |
(1) They refer
to: adjustments of consolidation, originating from proportionally consolidated companies (Grupo Cielo, Grupo Alelo, etc.) for management
purposes; (2) Adjustments of consolidation originating from the “non-consolidation” of exclusive funds; (3) Adjustments due
to the differences of the accounting standards used in the management reports and in the Financial Statements of the Organization that
were prepared in the IFRS. The main adjustments refer to the impairment of loans and advances, effective interest rate and business combinations;
(4) It includes, in the Consolidated IFRS, the balances related to “Net gains/(losses) on financial assets and liabilities at fair
value through income”, “Net gains/(losses) on financial assets at fair value through other comprehensive income” and
“Net gains/(losses) on foreign currency transactions”; and (5) It includes, in the Consolidated IFRS, the balances referring
to depreciation and amortization.
| |
10 – Reference Form – 2023 | |
1.4 – Information on products and services relating to the operational segments disclosed in item 1.3
| a) | Characteristics of the product process |
We present
below some characteristics of the main products and services of Bradesco.
Banking
segment
Deposits
Accounts
We offer
a variety of deposit accounts, including:
·
Checking accounts, such as:
- Easy
Account (Conta Fácil) – A checking account and a savings account under the same bank account number, using the
same card for both accounts, destinated to individuals and companies;
- Click
Account (Click Conta) – Checking accounts for children and young people from 0 to 17 years of age, with exclusive website
and debit card, automatic pocket money service and free online courses, exclusive partnerships, among other benefits;
- Academic
Account (Conta Universitária) – Checking account for undergraduate students with low fees, student finance, exclusive
website, free online courses, exclusive partnerships, among other benefits; and
- Checking
Account (Conta Corrente) – accounts intended for companies and public entities with specific legal nature, which do not
have a linked savings account.
·
traditional savings accounts, which currently earn interest at the Brazilian reference rate, or taxa referencial, known as the
TR, plus 0.5% monthly interest in case the SELIC rate target is higher than 8.5% p.a. or TR plus 70.0% of the SELIC rate target if the
SELIC rate target is equal to or lower than 8.5% p.a.; and
·
time deposits, which are represented by Bank Deposit Certificates (certificados de depósito bancário –
or “CDBs”), and earn interest at a fixed or floating rate.
As of
December 31, 2023, we had 38.1 million account holders (clients who have a deposit account which is available for use), of which 36.3
million of them being individuals and 1.7 million being companies. As of the same date, we had 69.0 million savings accounts.
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11 – Reference Form – 2023 | |
Loans
and advances to clients
The
following table shows loans and advances to clients broken down by type of product on the indicated dates:
|
|
|
|
|
R$ million |
|
2023 |
2022 |
Vertical Analysis % |
Horizontal Analysis |
2023 |
2022 |
2023 x 2022 |
R$ |
% |
Companies |
269,421 |
299,255 |
42.8 |
45.6 |
(29,834) |
(10.0) |
Financing and On-lending |
104,730 |
111,608 |
16.6 |
17.0 |
(6,878) |
(6.2) |
Financing and export |
28,957 |
37,588 |
4.6 |
5.7 |
(8,630) |
(23.0) |
Real Estate Financing |
24,535 |
20,625 |
3.9 |
3.1 |
3,910 |
19.0 |
Onlending BNDES/Finame |
17,516 |
16,380 |
2.8 |
2.5 |
1,136 |
6.9 |
Vehicle loans |
22,316 |
23,243 |
3.5 |
3.5 |
(926) |
(4.0) |
Import |
7,183 |
10,392 |
1.1 |
1.6 |
(3,209) |
(30.9) |
Leases |
4,222 |
3,380 |
0.7 |
0.5 |
842 |
24.9 |
Borrowings |
151,245 |
172,913 |
24.0 |
26.3 |
(21,668) |
(12.5) |
Working capital |
82,844 |
98,964 |
13.2 |
15.1 |
(16,120) |
(16.3) |
Rural loans |
12,807 |
7,620 |
2.0 |
1.2 |
5,188 |
68.1 |
Other |
55,594 |
66,330 |
8.8 |
10.1 |
(10,736) |
(16.2) |
Operations with limits (1) |
13,446 |
14,734 |
2.1 |
2.2 |
(1,288) |
(8.7) |
Credit card |
8,003 |
7,577 |
1.3 |
1.2 |
427 |
5.6 |
Overdraft for corporates/ Overdraft for individuals |
5,443 |
7,158 |
0.9 |
1.1 |
(1,715) |
(24.0) |
Individuals |
360,265 |
357,612 |
57.2 |
54.4 |
2,654 |
0.7 |
Financing and On-lending |
127,765 |
125,995 |
20.3 |
19.2 |
1,771 |
1.4 |
Real Estate Financing |
89,315 |
84,617 |
14.2 |
12.9 |
4,698 |
5.6 |
Vehicle loans |
31,409 |
34,013 |
5.0 |
5.2 |
(2,604) |
(7.7) |
Onlending BNDES/Finame |
6,867 |
7,214 |
1.1 |
1.1 |
(347) |
(4.8) |
Other |
175 |
151 |
0.0 |
0.0 |
24 |
15.6 |
Borrowings |
155,606 |
156,052 |
24.7 |
23.8 |
(447) |
(0.3) |
Payroll-deductible loans |
90,961 |
89,761 |
14.4 |
13.7 |
1,200 |
1.3 |
Personal loans |
31,309 |
35,098 |
5.0 |
5.3 |
(3,789) |
(10.8) |
Rural loans |
12,534 |
12,368 |
2.0 |
1.9 |
166 |
1.3 |
Other |
20,802 |
18,826 |
3.3 |
2.9 |
1,976 |
10.5 |
Operations with limits (1) |
76,894 |
75,565 |
12.2 |
11.5 |
1,330 |
1.8 |
Credit card |
71,927 |
69,955 |
11.4 |
10.6 |
1,972 |
2.8 |
Overdraft for corporates/ Overdraft for individuals |
4,968 |
5,610 |
0.8 |
0.9 |
(642) |
(11.4) |
Total portfolio |
629,687 |
656,867 |
100.0 |
100.0 |
(27,180) |
(4.1) |
(1) It refers
to outstanding operations with pre-established limits linked to checking account and credit card, whose limits are automatically recomposed
as the amounts used are paid.
Financing
and On-lending
Import
and export financing
Our
Brazilian foreign-trade related business consists of giving finance services to our clients in their export and import activities.
In
import financing/refinancing, we directly transfer funds in foreign currency to foreign exporters, fixing the payment in local currency
for Brazilian importers. In export financing, exporters obtain advances in reais on closing an export forex contract for future receipt
of foreign currency on the contract due date. The export financing in this modality can be done in the phases of pre- or post-loading/execution
of the services, and are
| |
12 – Reference Form – 2023 | |
called Advance Payment
on Forex Operations, or (AOCs), the moment in which the resources received are used in the manufacture of goods/services that are exported,
or as a form of anticipating sales made in spread payments of goods/service already loaded/executed.
There
are other forms of export financing, such as Export Prepayments, onlendings from BNDES-EXIM funds, Export Credit Notes and Export Credit
Bills (referred to locally as NCEs and CCEs, respectively), and Export Financing Program with rate equalization – PROEX.
Our
foreign trade portfolio is funded primarily by credit lines from correspondent banks. We maintain relations with various American, European,
Asian and Latin American financial institutions for this purpose, using our network of 770 correspondent banks abroad, 65 of which credit/guarantee
lines as of December 31, 2023.
Real
Estate Financing
As of
December 31, 2022, we had 340 thousand financing contracts.
Real
Estate Financing are provided for: (i) the acquisition of residential and commercial real estate, and urban plots; and (ii) the construction
of residential and commercial developments.
The
financing for the acquisition of residential properties has a maximum term of up to 35 years and the contracts may have annual interest
rates between 10.5% and 11.7% p.a. plus TR, or an annual interest rate of 4.5% p.a. plus savings remuneration. The financing for the acquisition
of commercial properties has a maximum term of up to 10 years and annual interest rates starting at 12.2% p.a. plus TR.
The
construction financing, also called the Plano Empresário, has a work period of up to 36 months plus the grace period to implement
the transfers to borrowers that varies between 6 and 12 months. Interest rates are priced on a case-by-case basis, both in TR+ and Savings+
modality.
Central
Bank of Brazil regulations require us to provide at least 65.0% of the balance of savings accounts in the form of Real Estate Financing.
The remaining funds are to be used for financings and other operations permitted under the terms of the legislation in force.
BNDES/Finame
Onlending
The
BNDES is the main instrument of the Federal Government to support entrepreneurs of all sizes, including individuals, rural producers,
in carrying out their plans for modernization, expansion and implementation of new business, with the potential of generating jobs, income
and social inclusion in Brazil. Its portfolio has certain products and programs to provide government-funded long-term loans with different
interest rates, focusing on economic development. We are one of the structuring agents of BNDES funds, to borrowers in several sectors
of the economy. We determine the margin of return on the loans based on the borrowers’ credit. Although we bear the risk for these
BNDES and Finame onlending transactions, these transactions are always secured.
In 2023,
we disbursed R$7.4 billion, 53.6% of which were loaned to micro, small and medium-sized enterprises.
Vehicle
loans
Vehicle
Loans is a financing line for the purchase of light and heavy vehicles, both new and used, for individuals and legal entities. We offer
these products through our branch network, via the Bradesco App in a totally digital process and Bradesco Financiamentos, with direct
contact with clients and business partners for the acquisition of light vehicles, motorcycles, trucks, buses, machinery and equipment.
The
vehicle loans portfolio grew in 2023, due to the optimization of concession policies, economic recovery and improvements in procurement
processes, maintaining the position among the main portfolios of the Brazilian market.
Leasing
As of
December 31, 2023, we had 3,395 active leasing agreements. According to ABEL, our leasing companies were among the sector leaders, with
a 27.9% market share in Brazil, considering the market
| |
13 – Reference Form – 2023 | |
portfolio of leases of
R$15.7 billion.
Financial
leasing involves trucks, cranes, aircraft, ships and heavy machinery. In this same period, 23.4% of our transactions were for vehicles
(cars, buses, micro-buses and trucks).
We conduct
our leasing transactions through our primary leasing subsidiary, Bradesco Leasing and also through Bradesco Financiamentos.
Borrowings
Working
Capital
Line
of credit destined to companies with the aim of covering expenses or investments inherent in the company’s working capital, such
as: payment of 13th salary, stock renewal, training and other.
Personal
loans/Payroll-deductible loans
They
are loans with a pre-approved limit to meet needs without a specific purpose. It also includes payroll-deductible loans to Social Security
National Service (INSS) pension plan beneficiaries and retirees, to public servants and to the private sector.
The
average term of these operations is 61 months and interest rates ranging from 1.6% to 3.1% p.m., as of December 31, 2023.
Rural
loans
The
provision of loans and financing to the Agribusiness sector is carried out with resources:
| · | From the demand deposit, where there is a requirement by the Central Bank of Brazil for the investment
of 30% of the Value Subject to Collection (VSR), which is called Obligatory Resources (RO), with maximum rates from 3.00% p.a. to 12.0%
p.a., as per the rule of investment of the Manual of Rural Credit (MCR). |
| · | The Bank’s own, from the Bank’s Treasury for the operations. |
| · | BNDES onlending, through lines directed to the sector of Agribusiness, destined for investments in equipment,
machinery, infrastructure, recovery of pasture, etc., with a term of up to 15 years. |
The
majority of loans have semiannual or annual payments with payment terms matched to periods of the harvest cycle. The guarantees are usually
with the disposal/mortgage of property and machines, the last one valid for the financing of goods in addition to agricultural or livestock
lien.
Operations
with Limits
Credit
card
We offer
a range of credit cards to our clients including Elo, American Express, Visa, MasterCard brands, and also the Private Label cards, which
stand out due to the extent of benefits and convenience offered to associates.
We earn
revenues from our credit card operations through:
| · | exchange fees on purchases carried out in commercial establishments; |
| · | interest on credit card balances; |
| · | interest and fees on cash withdrawals through ATMs; and |
| · | interest on cash advances to cover future payments owed to establishments that accept credit cards. |
We offer
our clients a complete line of credit cards and related services, including:
| · | credit cards for different audiences for purchases and withdrawals in Brazil and abroad; |
| |
14 – Reference Form – 2023 | |
| · | credit cards directed toward high-net-worth clients, such as “The Centurion Card Bradesco”,
“The Platinum Card”, “Visa Infinite”, “Mastercard Black”, “Elo Nanquim”, “Elo Diners”
and “Visa Aeternum” from Elo, Visa, American Express and MasterCard brands; |
| · | credit cards destined for corporate clients, geared for business expenses and control of expenditure; |
| · | multiple cards that combine credit and debit features in a single card, which may be used for traditional
banking transactions and shopping; |
| · | co-branded credit cards, which we offer through partnerships with companies; and |
| · | private label credit cards, which we only offer to clients of retailers, designed to increase business
and build client loyalty for the corresponding retailer, which may or may not have a restriction on making purchases elsewhere, among
others. |
We
hold 50.01% of the shares of Elopar, an investment holding company whose investments include Alelo (benefit and prepaid cards), Livelo
(coalition loyalty program) and participation in Elo Serviços (payment network). At Cielo S.A., a payment solutions company,
we have shared control and relevant participation.
We also
have a card business unit abroad, Bradescard Mexico, operating with exclusivity in store chains that are leaders in that country.
We have
several partners with whom we offer co-branded/hybrid and private label cards. This allows us to integrate our relationships with our
clients and offer by means of banking products, such as financing and insurance.
The
following table shows our volume of transactions and the total number of transactions of credit cards for the years indicated:
In millions |
2023 |
2022 |
Volume traded - R$ |
318,360.4 |
298,107.5 |
Number of transactions |
2,536.3 |
2,497.3 |
Overdraft
The
overdraft is an emergency revolving credit limit contracted and made available in the checking account that allows greater availability
of financial resources for withdrawals, transfers and honoring payments and other debits, whenever own resources are not sufficient.
Guaranteed
Account (Conta Garantida)
Conta garantida
is a revolving credit limit for companies and individuals to meet short-term needs. The limit of the conta garantida allows the negotiation
of more attractive rates. However, in most cases, it requires a guarantee which can be; a surety, disposal of assets, guarantees of contracts
or anticipation of receivables, and investments, among others.
Cash
Management Solutions
Management
of accounts payable and receivable – In order to meet the cash management needs of our clients in both public and private
sectors, we offer a broad portfolio of high-quality products and services of accounts payable and receivable, supported by our network
of branches, banking correspondents, digital channels and Bradesco App, all of which provided more speed, stability and security for client
data and transactions. Our solutions include receipt and payment services; and resource management, enabling our clients to pay suppliers,
salaries, and taxes and other levies to governmental or public entities.
These
solutions, which can also be customized, facilitate our clients’ day-to-day tasks and help to generate more business. We also earn
revenues from fees and investments related to collection, check custody, credit order, collection and payment processing services, and
by funds in transit received up to its availability to the related recipients.
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15 – Reference Form – 2023 | |
Our clients
have flexibility in making Pix transactions using the Mobile and Internet Banking, including options of Pix with loan. In addition, they
can also count on BIA (Bradesco’s Artificial Intelligence) on WhatsApp to make their transactions. In 2023, we recorded more than
5.5 billion transactions by Pix.
Solutions
for receipts and payments – In 2023, we settled 1.1 billion invoices through the services of Cobrança Bradesco and
500.7 million receipts by the tax collection systems and utility bills (such as water, electricity, telephone and gas), check custody
service, identified deposits and credit orders. The corporate systems processed 913.8 million documents related to payments to suppliers,
salaries and taxes.
Global
Cash Management – Global Cash Management aims at structuring solutions for foreign companies that
want to operate in the Brazilian markets and for Brazilian companies making business in the international market. By way of customized
solutions, partnerships with international banks and access to the Society for Worldwide Interbank Financial Telecommunication (SWIFT)
network, our exclusive client service team offers customized products and services to identify solutions for companies. Also, the
area of Global Cash Management centralized the receipt of all Formal Proposal Requests (RFP) of corporate clients, coordinating with the
other bank departments the development of technical and commercial proposals, as well as, the centralization of bids of public agencies
for cash management services.
Niche
Markets – We operate in various niche markets, such as franchise business, Individual
Microentrepreneur (MEI), education, health, condominiums, notary offices, and among others, where our clients have the support of a specialized
team with the mission of structuring custom solutions that add value to their business.
As an
example, the franchising niche has a team of franchising specialists that, through their relationship with franchising brands, identify
opportunities for financing and providing services to all franchisees and their employees. The partnership with the franchise networks
occurs through structured commercial activities in synergy with the managing departments, commercial segments, and affiliated companies.
The focus on the peculiarities of this sector creates a competitive and sustainable position by structuring appropriate solutions and,
in particular, through the strategy of providing differentiated and specialized services. We have approximately 600 agreements in place
with franchising companies, generating numerous opportunities to open new checking accounts and leveraging business with the respective
franchisees.
Another
important feature in this area is the support we provide towards the development of Local Production Groups (APLs), by providing service
to businesses and assistance to these clients. Participating in an APL strengthens the companies, because together they can form an articulated
and important group for local development, allowing for greater competitive and sustainable advantages for micro and small businesses.
Currently, Brazil has 839 Local Productive Arrangements (APLs) spread across 2,580 municipalities.
Microentrepreneurs
use the MEI Portal, including free services provided by partners to meet their day-to-day needs.
Public
authority solutions
We have
a specific area dedicated to serving public administration, which offers specialized services to identify business opportunities and structuring
customized solutions to entities and bodies of the Executive, Legislative and Judiciary branches at federal, state and municipal levels,
in addition to independent governmental agencies, public foundations, state-owned and mixed companies, the armed forces (army, navy and
air force) and the auxiliary forces (federal and state police forces).
Our
exclusive website, developed for our clients, offers corporate solutions for federal, state and municipal governments for payments, receipts,
human resources and treasury services.
Our
commercial relationships with such public authorities are developed by specialized business managers located in distribution platforms
throughout the country, which can be identified on our website. We have nine Specialized Platforms to assist governments, capitals, courts,
class councils, chambers, prosecutors, public defenders and the largest municipalities according to the Brazilian GDP, in addition to
31 Platforms that operate providing services to the City Halls and other Authorities.
| |
16 – Reference Form – 2023 | |
In 2023,
we took part and were successful in payroll bidding processes sponsored by the Brazilian government. Furthermore, according to INSS, we
continue to be leaders in payments of INSS benefits, with more than 11.7 million retirees and pensioners.
Management
and administration of third-party funds
We provide
fiduciary administration services to investments funds and managed portfolios, with regulatory responsibility for operation of investments
funds.
Bradesco
Asset also conducts the management of third-party resources, where it is responsible for investment decisions:
| · | FIDCs (Receivable Funds); |
| · | FIIs (Real Estate Investment Funds); |
| · | ETFs (Exchange Traded Funds); and |
| · | FIPs (Private Equity Investment Funds). |
Management
of funds and portfolios – On December 31, 2023, Bradesco Asset managed 1,785 funds and 448 portfolios, providing services
to 3.2 million investors. Among its biggest clients are those from the businesses we operate and Grupo Bradesco Seguros, in addition to
institutional investors in Brazil and abroad. These funds comprise a wide group of fixed-income, non-fixed income, investments abroad
and multimarket funds, among others.
In March
2024, the incorporation of Bradesco Asset Management Distribuidora de Títulos e Valores Mobiliários S.A. (Bradesco Asset)
was approved by us, in compliance with the provisions of article No. 227 of Law No. 6,404/76. This incorporation aims to promote the corporate
restructuring in order to optimize the organizational structure of the Bradesco Group, whereby we will be managing the securities portfolio
in the category of asset management, transferring all rights and obligations to Bradesco Asset.
| |
17 – Reference Form – 2023 | |
The
following tables show the equity of funds, portfolios under our management, the number of investors and the number of investment funds
and managed portfolios for each period:
|
|
R$ million (1) |
Distribution of the Shareholders' Equity |
2023 |
2022 |
Financial investment funds - Total |
659,218 |
569,226 |
Fixed Income |
596,287 |
495,149 |
Variable income |
15,752 |
14,526 |
Multimarket |
47,179 |
59,551 |
Managed Portfolios - Total |
85,955 |
81,147 |
Fixed Income |
83,687 |
72,932 |
Variable income |
2,268 |
8,216 |
Overall Total |
745,173 |
650,373 |
(1)
Source: ANBIMA. We present these amounts in order to give an indication of the scale of our fund activities. We generally earn administration
and/or management fees at a percentage of the equity amount of the fund.
|
2023 |
2022 |
|
Quantity |
Quotaholders |
Quantity |
Quotaholders |
Investment funds |
1,785 |
3,230,047 |
1,786 |
3,718,997 |
Managed Portfolios |
447 |
811 |
454 |
845 |
Overall Total |
2,232 |
3,230,858 |
2,240 |
3,719,842 |
Management
of third-party funds – On December 31, 2023, we provided administration service to 4,531 funds, 481 portfolios and 48 investment
clubs, providing services to 3.4 million investors.
The
following tables show the equity of funds and portfolios, which are under administration, the number of investors, investment funds, portfolios
and investment clubs for each period:
|
|
R$ million (1) |
Distribution of the Shareholders' Equity |
2023 |
2022 |
Financial investment funds - Total |
1,101,368 |
1,008,574 |
Fixed Income |
904,971 |
814,214 |
Variable income |
52,883 |
65,753 |
Third party share funds |
143,514 |
128,607 |
Managed Portfolios - Total |
91,143 |
93,581 |
Fixed Income |
75,617 |
72,932 |
Variable income |
10,339 |
8,216 |
Third party share funds |
5,188 |
12,434 |
Overall Total |
1,192,511 |
1,102,156 |
(1)
Amounts shown are funds of third parties and calculate by us (they are not derived from our fiscal statements). We present these amounts
in order to give an indication of the scale of our fund activities. We generally earn administration and/or management fees at a percentage
of the equity amount of the fund.
| |
18 – Reference Form – 2023 | |
|
2023 |
2022 |
|
Quantity |
Quotaholders |
Quantity |
Quotaholders |
Investment funds |
4,531 |
3,364,006 |
4,415 |
3,180,201 |
Managed Portfolios |
481 |
- |
486 |
- |
Investment Clubs |
48 |
330 |
48 |
359 |
Overall Total |
5,060 |
3,364,336 |
4,949 |
3,180,560 |
Services
related to capital markets and investment banking activities
As our
investment bank, Bradesco BBI is responsible for (i) originating and executing project financing operations; (ii) originating and executing
mergers and acquisitions; (iii) originating, structuring, syndicating and distributing fixed income securities in Brazil and abroad; and
(iv) originating, structuring, syndicating and distributing issuances of securities of equity in Brazil and abroad.
Bradesco
BBI conquered in 2023 the award for “Best Bank in Emerging Markets” by Global Finance.
In 2023,
Bradesco BBI advised clients in a total of 316 operations across a range of investment banking products, totaling R$350 billion.
Mergers
and acquisitions – Bradesco BBI provides advisory services in merger and acquisition and corporate sale transactions,
including the sale and purchase of companies and assets, private placements, creation of joint ventures, financial and corporate restructuring,
and privatizations. In 2023, Bradesco BBI advised 17 transactions disclosed totaling R$17 billion.
Equity
– Bradesco BBI coordinates public offerings of shares in national and international markets. In 2023, Bradesco BBI coordinated
12 operations totaling R$26 billion.
Fixed
income – Bradesco BBI coordinates public offerings of securities of fixed income in the local and international debt capital
markets. In 2023, Bradesco BBI coordinated a total of R$306 billion in the capital market and a total of 287 transactions. In Fixed Income,
we can highlight:
| · | Operations in the Local Market – Bradesco BBI ended the year in the local fixed income market
with the coordination of 147 transactions and involving a total amount of R$104 billion; |
| · | Project finance – Bradesco BBI acts as advisor and structuring agent in the areas
of “Project” and “Corporate Finance”, seeking to optimize financing solutions for projects across various industries
through both credit and capital markets operations. In 2023, Bradesco BBI advised 92 structured operations for different clients, totaling
R$75 billion; |
| · | Structured operations – Bradesco BBI structures customized financial solutions for its clients
in terms of their needs such as: investments, acquisitions, corporate reorganization, share repurchase, improved financial ratios, capital
structure streamlining, and assets and risk segregation, by offering a number of funding tools to companies. Additionally, Bradesco BBI
has a strong presence in the acquisition finance segment. In 2023, Bradesco BBI advised 29 structured operations for different clients,
with a total amount of R$24 billion; and |
| · | Operations in the International Market – Bradesco BBI also featured in the international
capital market, coordinated 19 transactions with an amount of R$104 billion. |
Investment
Advisory
We offer
to the clients differentiated investment advisory services, remotely and personally, contemplating the products of Bradesco Asset, Ágora
Investimentos, Treasury and the entire portfolio of Bradesco Previdência (Pension), considering the moment of life, objectives and
profile of the client regarding their tolerance to risk. The client benefits also from recommended portfolios, combining a variety of
financial products, prepared monthly based on their profile and on the perspectives of the domestic and international markets. Besides
counting on the assistance of the managers from the branch network, we have a team of investment specialists, who are ready to assist
our clients by online chat on Internet Banking or on the Bradesco App and by telephone
in our call centers.
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19 – Reference Form – 2023 | |
Intermediation
and trading services
Ágora
Investimentos
Ágora
– Banco Bradesco’s official Brokerage – is a complete, open and independent investment platform that prioritizes the
journey and experience of the investor, it aggregates technology and innovation, as well as financial education, quality content and advice
for all its clients. It is dedicated to the care of non-institutional individuals and legal entities, whether Bradesco account holders
or not. Through the website or App, the client finds a modern Home Broker, its asset trading platform on B3 and a select portfolio of
investments that is offered from a careful selection among the most relevant institutions in the market, providing the best opportunities
in fixed income, investment funds, COEs, LIGs, public offers and private pension, including with access to investments abroad; all in
one place, 24 hours a day, via the website or Ágora App.
To assist
in making decisions when investing, on Ágora Insights, the house clients have at their disposal recommendations, reports, analyses,
live streams during the trading session and podcasts, as well as greater coverage of companies listed on the stock exchange, with content
prepared by the team of renowned economists and market analysts. And if necessary, in Ágora whatever the profile, the client has
a team of specialists who understand the subject when it comes to investing, finding the best opportunities according to the objectives.
In addition
to the complete grid of investment products, the Ágora client has exclusive programs and services for their day-to-day life, such
as the Ágora Visa Infinite credit card, with 1% investment and several advantages, exclusive benefits such as toll tag and car
parking with no fees, in partnership with Veloe and the Ágora Plus Program, which brings discount coupons and cashback in several
partner stores.
In the
pillar of financial education, through the Ágora Academy, we offer more than 90 courses, 50 of which are totally free. All developed
by the best business schools in the country: for those who want to learn, specialize and even professionalize in the market.
Young
people and university students can start their investment journey through special programs with Ágora Kids and Universitário.
Market professionals have modern and advanced asset trading platforms, by Ágora Trader.
In December
2023, it reached 1.0 million clients, with a total of R$96.9 billion assets in custody, occupying the fourth position in the Ranking of
Custody of Individuals of B3, the result of the focus on the journey and experience of the investor, through technology and innovation,
as well as dissemination of financial education, quality content and specialized advice to all its clients.
Bradesco
Corretora
Bradesco
S.A. CTVM, or Bradesco Corretora, provides services exclusively to the institutional segment, offering a full service of investment analysis
that covers the main industries and companies in the Latin American market, with a team composed of 29 sector specialists who provide
consultations to the clients by follow-up reports and stock guides, with a wide range of projections and comparison multiples. Bradesco
Corretora also has teams of its own capital economists and fixed income analysts dedicated to institutional clients. Over 360 reports,
in English and Portuguese, are forwarded on a monthly basis to the most important investors around the world, such as those domiciled
in Brazil, the United States, Europe and Asia.
Bradesco
Corretora has as its objective the mediation of the purchase and sale of shares, commodities futures contracts, financial assets, indexes,
options, share rental, swaps and forward contracts, in the primary and secondary market, negotiations in B3 and in the organized over-the-counter
market, which are tailored to the needs of large corporate and institutional investors.
Regarding
B3 variable income markets in 2023, Bradesco Corretora traded R$506.0 billion and ranked second in Brazil in terms of the total trading
revenue and third considering revenue from global investors, according to MacLagan.
In
addition, in the same period, Bradesco Corretora traded 1.6 billion futures, forwards, swaps and options totaling R$43.6 trillion in
B3. In 2023, it ranked third in the Brazilian markets, in relation to the number of futures contracts, terms, swaps and options executed.
| |
20 – Reference Form – 2023 | |
Bradesco
Corretora remains adherent to the Operational Qualifying Program (PQO), confirming the high quality of its futures contracts and variable
income markets.
Capital
markets solutions
In 2023,
we were one of the main providers of capital market services and we maintained our leadership position in the domestic and global market
according to the ANBIMA’s ranking of custody of assets.
Among
the main services we offer in this segment, we highlight: qualified custody of securities for investors and issuers, administrators of
investment funds, clubs and managed portfolios; bookkeeping of securities (shares, BDRs, quotas of investment funds, CRIs and debentures);
custody of shares backed by Depositary Receipts (DR), loan of shares, liquidating bank, depositary (Escrow Account – Trustee), clearing
agent, tax and legal representation for non-resident investors, and fiduciary management for investment funds.
Bradesco
Custódia has Quality Management System ISO 9001:2015 certifications and GoodPriv@cy certifications. We also hold an ISAE 3402 (International
Standard on Assurance Engagements) certification, which includes the issuance of the Control Assurance report in a Service Provider Organization.
These certifications expand our structures of controls, increasing the level of effectiveness and quality of processes.
As of
December 31, 2023, the set of the services provided by us, which we call Bradesco Custódia was composed of:
| · | Custody and controllership services for investment funds and managed portfolios involving: |
- R$2.3
trillion in assets under custody;
- R$3.6
trillion in assets under controllership; and
- R$252.5
billion in market value, related to 50 ADR (American Depositary Receipts) programs and 4 GDR (Global Depositary Receipts) programs.
| · | Fiduciary administration for funds, investment clubs and portfolios under management with: |
- R$1.1
trillion total shareholders’ equity of investment funds under fiduciary management in investment funds, portfolios and investment
clubs.
- 237
member companies of the Bradesco Book-entry Stock System, with 10.5 million shareholders;
- 454
companies with 785 issues in the Bradesco Book-Entry Debenture System, with a market value of R$773.4 billion;
- 1,114
investment funds in the Bradesco Book-Entry Quotas System (value of R$97.7 billion); and
- 44
BDRs programs managed, with a market value of R$11.0 billion.
| · | Depositary (Escrow Account – Trustee): |
- 31,285
contracts, with a financial volume of R$18.0 billion.
International
presence
In the
quality of private commercial bank, we offer an extensive line of international services, including to foreign trade financing and loans,
working capital in foreign currencies, forex operations and international sureties, credit lines for individuals and legal entities, on
our Corporate banking activity platforms and Global Private banking. The services provided to multinational companies is materialized
both in the support to foreign multinationals operating in Brazil or Brazilian multinationals operating abroad, both in their operations
as the main link of communication between prospective Multinational clients and Bradesco Brasil.
In October
2020, we concluded the acquisition of Bradesco Bank and its subsidiaries to offer a complete platform of banking and investments products
and services also in the United States.
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21 – Reference Form – 2023 | |
The
International and Forex area, in Brazil and Abroad, coordinates our international operations, through a team of specialists in forex and
foreign trade business, offering technical support to our clients and to the Retail and Wholesale Sectors, for the products of forex,
Trade Finance (for export and import financing), financial transfers and Direct Loans Abroad. We also have a specialized team in structured
operations (syndicated loans, club deals, risk participations, bridge facilities, among other) and International Sureties, besides Digital
Forex, a team dedicated to meet the needs of clients that use our digital channels (Net Empresa, mobile and internet banking) to purchase
all-purpose off the shelf forex operations.
Foreign
branches and subsidiaries
Our
foreign branches and subsidiaries principally provide financing in foreign currency (particularly foreign trade finance operations) to
Brazilian and non-Brazilian clients. Total assets of the foreign branches, considering the elimination of intra-group transactions, were
R$35.0 billion, as of December 31, 2023, denominated in currencies other than the real.
Funding
required for the financing of Brazilian foreign trade is primarily obtained from the international financial community, through credit
lines granted by correspondent banks abroad. We issued debt securities in international capital markets, which amounted to US$1.6 billion
during 2023 and funding transactions amounted to US$2.6 billion, as an additional source of funding.
The
following is a brief description of our subsidiaries abroad:
Cidade
Capital Markets – In February 2002, we acquired Cidade Capital Markets in Grand Cayman, through to the acquisition of its parent
company in Brazil, Banco Cidade.
Bradesco
Securities (U.S., U.K. and H.K.) – Bradesco Securities, our wholly-owned subsidiary, is a broker dealer in the United States,
England and Hong Kong:
| · | Bradesco Securities U.S. focuses on facilitating the intermediation of operations of fixed income and
variable income of Brazilian companies for global institutional investors; raising of short-term funds, placement of Equity Capital Market
(ECM) and Debt Capital Market (DCM) operations, distribution of research reports and corporate access services; |
| · | Bradesco Securities U.K. focuses on the intermediation of equities and fixed income operations for Brazilian
companies with global institutional investors; short-term fund-raising activities for us in Euro Certificate of Deposit (Euro CD) program
and Global Medium-Term Note program (MTN); and sale of research reports and services of corporate access by subscriptions to institutional
investors in Europe; and the sale of variable-income and fixed-income regional transactions to European institutional investors (IPOs,
secondary public offerings, etc.); and |
| · | Bradesco Securities H.K. focuses on the trading of ADRs and public and private securities issued by Brazilian
companies to global institutional investors. |
Bradesco
Trade Services – A non-financial institution and a subsidiary of our branch in the Cayman Islands, which we incorporated in
Hong Kong in January 2007, in partnership with the local Standard Chartered Bank.
Bradescard
Mexico – The business unit of credit card issuance.
Bradesco
Bank – Commercial bank in the United States with deposits guaranteed by the FDIC, providing banking products and services to
resident and non-resident individuals, and corporate and institutional clients.
Bradesco
Investments – Broker dealer that offers a complete and open platform of investments for Private, high-income, corporate and
institutional clients.
Bradesco
Global Advisors – Investment advisory firm that manages discretionary and non-discretionary portfolios for Private and high-income
clients.
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22 – Reference Form – 2023 | |
Banking
operations in the United States
In January
2004, the United States Federal Reserve Bank authorized us to operate as a financial holding company in the United States. As a result,
we may do business in the United States directly or through a subsidiary and, among other activities, may sell insurance products and
certificates of deposit, provide underwriting services, act as advisors on private placements, provide portfolio management and merchant
banking services and manage mutual fund portfolios.
Bradesco
Bank is positioned to meet the demands of Brazilian and Latin American clients who wish to diversify their assets in the global market
by offering investment, banking and financing solutions.
Foreign
exchange products
In addition
to import and export financing, our clients have access to a range of services and foreign exchange products such as:
| · | foreign loans to clients; |
| · | WEB and mobile exchange contracts; |
| · | collecting import and export receivables; |
| · | cross border money transfers; |
| · | advance payment for exports; |
| · | accounts abroad in foreign currency; |
| · | non-resident account in Brazil in national currency; |
| · | cash holding in other countries; |
| · | structured foreign currency transactions; through our overseas units; |
| · | service agreements – receiving funds from individuals abroad via money orders; |
| · | global account in US dollars (individuals); |
| · | purchasing and selling of currency paper; |
| · | cashing checks denominated in foreign currency; and |
| · | clearance certificate (international financial capacity certificate). |
Consortia
In Brazil,
persons or entities that wish to purchase certain goods may set up a group known as a “consortium”. Consortia in Brazil are
made up of pooled funds for the purpose of financing an acquisition. Consortia groups, which are formed for the purchase of real estate,
vehicles, motorcycles, trucks and other assets, have a fixed term and quota, both previously determined by its members and are run by
an administrator.
Bradesco
Consórcios manages groups of consortia and, as of December 31, 2023, registered total sales of 1,531,419 outstanding quotas; net
income of R$2.0 billion; and fee and commission income from consortiums of R$2.3 billion and accrued revenue of R$101.6 billion.
Insurance
products and services, pension plans and capitalization bonds
We offer
insurance products, pension plans and capitalization bonds through different segments, which we refer to collectively as Grupo Bradesco
Seguros.
With
the objective of meeting the needs of each client, we offer a range of products and services, such as:
| |
23 – Reference Form – 2023 | |
Life
and personal accident insurance
We offer
life and personal accident insurance, as well as insurance against miscellaneous events, such as job loss, through our subsidiary Bradesco
Vida e Previdência. As of December 31, 2023, there were 25.3 million life insurance policyholders.
Health
insurance
The
health insurance policies cover medical/hospital expenses. We offer health insurance policies through Bradesco Saúde for small,
medium or large enterprises wishing to provide benefits for their employees.
On December
31, 2023, Bradesco Saúde and its subsidiary Mediservice Administradora de Planos de Saúde S.A., along with Bradesco Saúde
Operadora de Planos S.A., had 3.8 million beneficiaries covered by company plans and individual/family plans. Around 173 thousand companies
in Brazil pay into plans provided by Bradesco Saúde and its subsidiaries, including 47 of the 100 largest companies in the country.
As of
December 31, 2023, it included 11,544 laboratories, 18,804 specialized clinics, 15,470 physicians and 2,157 hospitals located throughout
the country.
Automobiles,
property/casualty and liability insurance
We offer
car insurance with flexible options according to the client’s profile, through our subsidiary Bradesco Auto/RE. The “Auto
Light Rede Referenciada Insurance” is more affordable (vehicle insurance), while “Auto Lar” covers both the vehicle
and the residence. There are also options for fleets and account holders of Banco Bradesco. We cover damages caused to the vehicle, passengers
and third parties, with several additional options for purchase, as well as discounts on establishments and a complete Bradesco Seguros
App to facilitate the management.
The
insurance of retail property and casualty include protection for residential, business, condos and
equipment risks, with customized coverage according to the needs of each business or residence. We highlight the “Lar Mais Seguro”
(Safer Home) and the “Residencial Sob Medida” (Customized Home Insurance) for individuals, and “Bradesco Seguro
Equipamento” (Equipment Insurance) for individuals and legal entities, with full coverage for various sectors, such as agricultural,
civil construction, medical, musical, portable electrical and electronic devices and forestry.
As of
December 31, 2023, Bradesco Auto/RE had 1.5 million insured automobiles and 1.5 million property policies, making it one of Brazil’s
main insurance companies.
Capitalization
bonds
Bradesco
Capitalização is market leader in income among the companies of the sector, with a market share of 21.1% according to data
from SUSEP in 2023. Our clients can purchase capitalization bonds with a single or monthly payment from R$10 and run for prizes whose
net amounts can reach up to R$1.5 million.
In
December 2023, we had 3.1 million active clients and 19.2 million capitalization bonds, whereby 8.2 million were in the traditional
modality and 11.0 million were incentive bonds.
The traditional
modality is the most representative of our operation, where the client saves money and can win prizes as a tool of financial regulation.
At the end of the plan the amount paid is 100% of the amount paid restated by the TR.
In the
modality of incentive, the aim of the securities is to add value to the products of partner companies or even encourage the prompt payment
of their clients. In these cases, the securities have terms, grace periods and amounts according to the need of the partners.
In line
with the diversification of our portfolio, in 2023 we launched 5 more products.
| · | where the client invests R$5 thousand or R$10 thousand at a time and can win over 20 monthly prizes up
to R$400 thousand and can still be used as a loan operation guarantee; |
| · | Novo Max Prêmios Cem, where the client invests R$100 at a time and participates in 324 draws
of up to R$10,000 during the month; |
| |
24 – Reference Form – 2023 | |
| · | Max Prêmios MEI, for the Retail Companies from R$500 with prize draws of up to R$1 million; |
| · | Max Prêmios Instantâneos in the version of single and monthly payment, from R$10, where the
client on purchasing a security receives a digital “scratch” card on the App and can check whether they have won the instant
prize draw; and |
| · | Max Natal Bradesco (at Christmas) which with only R$100 has handed out prizes to 162 clients amounting
to more than R$1.3 million. The first product with a mandatory contemplation. |
Maintaining
the focus of Bradesco Capitalização on actions promoting sustainability and the constant search for dematerialization and
digitalization of their services, were made available to non-account holders on the Bradesco Seguros App the possibility of checking statements
and securities, as well as certificates, income tax earnings report and information regarding draws, like results and lucky numbers. Currently
the quantity of securities sold to the individual client in the digital channels represents 40% of the total of securities.
Supplementary
Pension plans
We have
managed individual and corporate pension plans since 1981 through our wholly-owned subsidiary Bradesco Vida e Previdência, which
is now one of the leading pension plans managers in Brazil, as measured by investment portfolio and technical provision criteria, based
on information published by FENAPREVI and SUSEP.
Bradesco
Vida e Previdência offers and manages a range of individual and group pension plans. Our largest individual plans in terms of contributions
known as VGBL and PGBL are exempted from paying taxes on income generated by the fund portfolio. The participants of these funds are taxed
upon the redemption of quotas, and/or receipt of benefits.
As of
December 31, 2023, Bradesco Vida e Previdência accounted for 23.0% of the supplementary pension plans in terms of contributions,
according to SUSEP, in 2023. On December 31, 2023, Bradesco Vida e Previdência accounted for 21.8% of assets under management: 20.9%
of VGBL, 20.6% of PGBL and 40.3% of traditional pension plans, according to FENAPREVI, in 2023.
Brazilian
law currently permits the existence of both “open” and “closed” private pension entities. Open private pension
entities are those available to all individuals and legal entities wishing to join a benefit plan by making regular contributions. Closed
supplementary pension plan entities are those available to discrete groups of people such as employees of a specific company or a group
of companies in the same sector, professionals in the same field, or members of a union. Private pension entities grant benefits on the
basis of periodic contributions from their members, or their employers, or both.
As of
December 31, 2023, we managed open supplementary pension plans covering 2.9 million participants, with a total balance of R$304 billion
in collateral assets.
Under
VGBL and PGBL plans rules, participants are allowed to make contributions either in installments or in lump-sum payments. Participants
in pension plans may deduct the amounts contributed to PGBL up to 12.0% of the participant’s taxable income when making their annual
tax declaration. At the time of redemption and/or when benefits are paid out, taxes will be levied on the income accrued, pursuant to
current legislation, in relation to the total redeemed/received as benefit. VGBL plan participants may not deduct their contributions
when declaring income tax. At the time of redemption and/or when benefits are paid out, taxes will be levied on the income accrued, pursuant
to current legislation.
These
plans can be contracted either individually as well as in business plans. Individual plans represent 55.1% and business plans 44.9% of
the total number of participants. The business plans account for 14.7% and Individual for 85.3% of the technical provisions.
The
plans being commercialized allow contribution, portability, redemption and conversion into income.
Bradesco
Vida e Previdência also offers pension plans for corporate clients that are in most cases negotiated and adapted to the specific
needs of this type of client.
Bradesco
Vida e Previdência earns revenues primarily from:
| |
25 – Reference Form – 2023 | |
| · | supplementary pension plan contributions, PGBL and VGBL, life insurance and personal accidents premiums; |
| · | revenues from management fees charged to pension plan participants in accordance with mathematical provisions;
and |
| b) | Characteristics of the distribution process |
Distribution
channels
The
following table presents our main distribution channels in the period stated:
|
|
|
|
Structural Information - Units |
2023 |
2022 |
Service Points |
83,147 |
85,609 |
|
- Branches |
2,695 |
2,864 |
|
- Service Centers |
3,351 |
3,524 |
|
- Electronic Service Centers |
522 |
645 |
|
- Business Units |
820 |
897 |
|
- Banco24Horas Network |
17,967 |
17,449 |
|
- Bradesco Expresso (Banking Correspondents) |
38,264 |
40,456 |
|
- Bradesco Promotora |
19,514 |
19,759 |
|
- Branches/Overseas Subsidiaries |
14 |
15 |
ATMs |
43,768 |
46,562 |
|
- Bradesco Network |
19,582 |
22,163 |
|
- Banco24Horas Network |
24,186 |
24,399 |
Distribution
channels of insurance products, pension plans and capitalization bonds
We sell
our insurance, pension plan and capitalization products through our website, our branches, brokers based in our network of bank branches
and non-exclusive brokers throughout Brazil, all of whom are compensated on a commission basis. Our capitalization bonds are offered through
our branches, the Internet, our call center, ATMs and external distribution channels.
The
following table shows the distribution of sales of these products through our branches and outside our branches:
% of total sales, per product |
2023 |
2022 |
Insurance products: |
|
|
Sales through branches |
33.9% |
37.1% |
Sales outside branches |
66.1% |
62.9% |
Supplementary pension plans products: |
|
|
Sales through branches |
89.2% |
87.1% |
Sales outside branches |
10.8% |
12.9% |
Capitalization bonds: |
|
|
Sales through branches |
63.8% |
71.0% |
Sales outside branches |
36.2% |
29.0% |
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26 – Reference Form – 2023 | |
Partnerships
with retail companies – Bradesco Expresso
“Bradesco
Expresso” enables us to expand our share of the correspondent bank segment through partnerships with supermarkets, drugstores, grocery
stores, department stores and other retail chains. These companies provide basic banking services offered by employees of the establishments
themselves, while decisions regarding granting of credit or opening of accounts are made by us.
The
main services we offer through Bradesco Expresso are:
·
receipt and submission of account application form;
·
receipt and submission of loans, financing and credit card application form;
·
withdrawals from checking account and savings account;
·
Social Security National Service (INSS) benefit payments;
·
checking account, savings account and INSS balance statement;
·
receipt of utility bills, bank charges and taxes; and
·
prepaid mobile recharge.
As of
December 31, 2023, the Bradesco Expresso network totaled 38,264 service points, with an average of 32.4 million monthly transactions or
1.5 million transactions per business day.
Digital
Channels
We offer
various products and services through our mobile App, internet banking, ATM, and contact center digital channels. They can be accessed
from anywhere and at any time, with the aim of taking convenience, practicality and security for clients. In 2023, digital channels represented
over 98% of the transactions performed at Bradesco, highlighting the mobile and internet banking, which represented 94% of this total.
Below
is a brief description of each digital channel:
Mobile
App – at the end of December 2023, we have 25.9 million active natural person clients (accounts who carried out transactions
in the last three months). Comparing against December 2021, this number total an increase of 4.2 million clients in the channel. We believe
in the consolidation and continuous growth of mobile channel in the coming years.
Currently,
we have a broad and diversified set of solutions. Available for iOS and Android systems, this channel is used by clients to make payments,
transfers, purchase loans, consortia, carry out foreign exchange operations, access non-financial benefits, among other services. They
also take advantage of integration with the Ágora app, our investment platform. With it, clients receive tips, market news and
expert reviews through the “single sign on”.
Corporate
clients use the Bradesco Net Empresa app for their banking operations, such as payments, transfers, Pix, DOC/TED, check deposits, factoring
of receivables, purchase of loans, among other transactions. The convenience of the App on the cell phone encompasses the full online
contracting of the instant QR Code for cash terminals (TEF), POS and e-commerce.
In 2023,
individuals and legal entity clients made 20.5 billion transactions by mobile phone.
BIA
– the proximity to the client is increasingly relevant, as well as the customization of the service. Thinking about continuing the
customer experience, we invest in research and technologies that also include pioneering solutions. This is the case of BIA, Bradesco’s
artificial intelligence launched in 2016. Initially established for branch employees throughout Brazil, BIA matured until it began to
interact with clients through the Bradesco app and through other channels. The evolutions continue and BIA becomes increasingly a customer
concierge, acting in a resolute and agile way.
BIA
presents itself as one of the main channels of relationship with clients and non-clients. Present in Bradesco’s digital channels
and on the WhatsApp messaging app, BIA ensures mobility and helps clients
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27 – Reference Form – 2023 | |
digitally wherever they
are. Among its features in the messaging app, for example, BIA interacts with the client in cases of suspected credit card and Pix fraud.
On the Bradesco app, clients can also make transfers between Bradesco accounts by voice or text, in addition to clarifying doubts about
the bank’s products and services.
Inspired
by the movement “Hey, update my voice”, of UNESCO, we changed the answers of BIA so that she can react fairly and firmly against
harassment. We will continue to make investments focused on its evolution, expanding her skills with resources that help clients organize
their financial flow and improve her communication capacity to provide an increasingly intuitive and intelligent experience.
Internet
– We were the first financial institution in Brazil to have an e-mail address on the Internet, beginning in 1996. We provide individuals
clients access to financial services on Bradesco Internet Banking, a solution that has transformed the relationship between clients and
the financial market, and that continues to be an important source of information and transactions.
With
the 27th anniversary on March 31, 2023, Bradesco Internet Banking continues to evolve. With its own domain (banco.bradesco), the Organization
is one of the few Brazilian companies to have a top-level domain or generic top-level domains (gTLDs) – an initiative of the ICANN
(Internet Corporation for Assigned Names and Numbers), the body responsible for internet protocols, which regulates the addresses on the
worldwide web.
This
communication platform is divided into two main pillars, which are:
| · | Bradesco Institutional Website (banco.bradesco): with simplified content and plain language, offers
to Individual clients access to information and clarifications on various financial products and services, with the support of tutorials
in videos that facilitate the understanding, in addition to the features that help in the client’s day-to-day activities, like issuing
the copy of the bank payment slip. Also available on the homepage of the portal, the online purchase of products of the Organization and
of partners, such as cards, consortium, Losango, Cielo, among others, also serving clients who do not have a checking account. |
| · | Bradesco Internet Banking for Financial Services: with more than 500 services and products available,
individual clients can use the channel to check statements, make payments, transfers, Pix, investments and much more. |
The new
visual concept of the channel is more modern and technological, presenting facilities, such as customizing the distribution of services
on the homepage according to each client’s preference. In addition, it has relevant information of the investment portfolio, with
the possibility of customized tips and viewing of credit card limits and real-time purchases, and gives the client even more autonomy
using the transaction limit manager.
On Bradesco
Net Empresa, the corporate client can make queries, transfers, Pix, investments, file submission, among other transactions, all in a simple
and secure manner. We also emphasize that the MEI Digital Platform delivers to the individual micro-entrepreneurs, financial and non-financial
services by means of partners that meet their main needs.
In 2023,
the individual and legal entity clients made 4.8 billion transactions using Bradesco Internet Banking.
ATM
– Focused on innovation, evolution and availability, the ATM machines are available to facilitate the daily lives of
our clients, offering them capillarity and intuitive journeys.
Currently
there are over 43 thousand active machines, distributed among Bradesco’s Own Network (19,582) and Shared Network – Banco24Horas
(24,186). All of our machines are equipped with biometric reading, bringing more security and convenience for cardless transactions.
Our machine
park also has recycling machines, to increase efficiency and reduce costs, due to not requiring the use of envelopes. Currently, there
are 8,520 machines that recycle bank notes, which enables the cash deposit with immediate credit in the account of the beneficiary. The
functions of the channel also contribute towards sustainability as well as sending the receipts by email. Since 2022, the cash deposit
without the envelope was also enabled on the 3,635 recycling machines of the Banco24Horas.
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28 – Reference Form – 2023 | |
Thinking
of the experience of our clients, we also have disruptive functions, like the purchase of dollars and euros (with more than 115 machines)
- foreign exchange of 2 currencies in a single machine - with representative participations in the Forex operations. In 2021, we also
implanted the Virtual Safe, in which the client has autonomy to purchase a foreign currency by the Bradesco App and retrieve them in the
BDNs.
In addition,
since 2020, the proxies have had more autonomy in individual client transactions, with the possibility of access to the self-service machines,
where they can conduct transactions intuitively and securely by biometric registration and a PIN number with 6 exclusive digits. The project
won the Prêmio Smart2023 award.
Telephone
services – Fone Fácil (Contact Center) – We allow clients to bank by telephone, which can be accessed by
choosing an electronic service or personalized service.
In the
electronic service, we provide a sophisticated service system powered by voice command, which provides clients the experience of doing
what they want to do through simple voice commands, without the need for listening to various service options and having to choose them
by typing the option on the telephone. The client can request the desired service and proceed directly to its execution, choosing the
preferred option.
Through
this channel, we offer our main financial services, such as payments, transfers between Bradesco accounts, TED, investments, loan contracting,
among others.
By calling
Fone Fácil, clients can access other relationship centers, such as for credit cards, private pension plans, capitalization and
support for internet banking and mobile, among others.
Social
networks – we are innovators and pioneers in social networks, operating in them since 2009 and becoming a market reference.
The focus is on communication, relationship, content creation and business activation. The Social Networks team monitors, analyzes and
interacts with people who seek us or mention our brand, relying on the participation of segments, managers and branches to resolve demands.
This work strengthens the relationship with people and protects the Organization. The team is also responsible for answering doubts, complaints,
suggestions and conducting relationship interactions with the user.
The
tables below show the number of transactions carried out through digital channels, and the number of digital clients:
In millions of transactions |
2023 |
2022 |
Mobile Individuals and Companies+ WhatsApp |
20,461 |
19,684 |
Internet Individuals + Companies – with WebTA (1) |
4,810 |
4,701 |
ATMs |
1,052 |
1,246 |
Direct Debit |
158 |
159 |
Telephone Banking (Fone Fácil) |
31 |
43 |
Total |
26,514 |
25,833 |
(1)
WebTA its a file transmission service to Bradesco via Internet, carried out by Corporate clients, who use the Net Empresa channel.
|
2023 |
2022 |
Clients with Digital Profile - In million |
28.0 |
26.4 |
next
Created
in 2017 as a digital platform focused on the hyperconnected generation, next seeks to simplify the life of people, offering solutions
to facilitate the financial management and be a partner so that clients may achieve their dreams and objectives.
next
has a portfolio of solutions that include various services, both financial and non-financial, which was researched based on clients and
non-clients.
| |
29 – Reference Form – 2023 | |
In addition
to the checking account and credit and debit card, it offers a variety of investments and loans, insurance, financial management tools,
salary account, a dedicated account for children and teens (nextJoy), cell phone top up, gift card, toll and parking tag (Veloe), and
benefits in partnership with more than 35 brands on the Mimos (gratuities) hub and integration with the Apple Pay, Google Pay, Samsung
Pay and WhatsApp Pay digital wallets.
In Open
Finance, next counts on the function “Minhas Finanças” (My Finances), aggregating accounts so clients can check, in
a single place, their checking account information, credit cards and loans in several institutions participating in the system, besides
recommendations and personalized tips for clients to better manage their finances.
The
focus of next is customer-centricity, investing continuously in the analysis and intelligence of data to identify trends and behaviors,
anticipating the creation of new services and suggestions. Also, it uses anthropological studies to understand trends and anticipate the
needs of clients. The more modern solutions of Design and User Experience, combined with the feedback in all points of contact, are essential
elements to provide the best experience and listen actively to the demands.
next
establishes goals aiming at a sustainable growth, the quality of the services and actual indices of satisfaction and engagement in
the use of the platform. As a result of the actions implemented, seeking the concern and loyalty of the client, it ended 2023 with an
increase of 15% in the volume of active clients compared to the same period in 2022, processing 800 million financial transactions that
represent 24% of growth compared to the previous year.
Digio
Digio
is a multiple digital bank created in 2016. The portfolio of bank products includes the credit card, payroll-deductible loans (INSS and
advanced birthday withdrawal of the FGTS), personal loan and 100% digital payment account. Digio has as the objective is to increase the
engagement by cross-selling the Digio products and Bradesco products through the APIs, delivering the experience of a fully digital bank.
Digio works to become one of the best platforms of financial products and services in Latin America, providing a simple, fast and secure
experience.
Digio
closed the year of 2023 with 7.0 million total accounts, recording a growth of 38% over the same period in 2022 and a total portfolio
of R$6.2 billion with growth of 50% in the year. The excellence in customer service provided by Digio is recognized by the clients in
the App stores (iOS and Android) and in Reclame Aqui, with an excellent assessment rate of 8.2 and the RA1000 seal.
inovabra
Our
aim is to create opportunities for personal achievement and the sustainable development of companies and society. We believe that we can
improve the experience of our clients through innovation. This way, we create an ecosystem of innovation capable of supporting and inspiring
the institution, creating paths and conditions that place the financial and non-financial products at the forefront.
We work
on three fronts:
| · | Expediting the introduction of new features or improvements to existing products; |
| · | Encouraging new products and services within existing businesses; and |
| · | Exploring, indicating and experimenting with emerging technologies. |
To
meet the challenges of these three areas inovabra works together with the business areas to establish priorities and develop a
portfolio of initiatives and to ensure the competitiveness of business in the long-term. inovabra has the following channels of corporate
innovation:
| · | Strategy
and portfolio: team of innovation partners that works consultatively in the discussion of priorities according to the strategic drivers
of the domains and areas of business, supporting in promoting initiatives from the stage of conception, process of case construction,
validation of the business model, experimentation and scaling of the project under production. The objective is to generate innovative
solutions to provide better experiences to our clients, optimize existing products and services, expand to adjacent business and increase
the share in new markets. |
| |
30 – Reference Form – 2023 | |
| · | R&D – Multi-disciplinary
research team: constantly interacting with partners, universities and research institutes in Brazil and abroad, bringing new knowledge
on emerging technologies, evolution of the market, proposals of new business models, efficiency improvements, development of pilot projects
and experimentations. Among the topics discussed, there are onboard finance, Artificial Intelligence, Tokenized Economy (Blockchain, Decentralized
Finances, CBDCs, Digital Assets), Quantic Computing, Metaverse, Web3, ESG, besides new business models, open finance, ecosystems, and
hyper-personalization, among others. |
| · | Open Innovation: in an
environment of physical and digital co-innovation, large companies, startups, investors and consultants work together to accelerate innovation
and foment entrepreneurship through the generation of business to the community and for us. The environment counts on more than 200 startups,
who work with emerging technologies, and 50 large companies that seek innovative solutions. In addition, it tends to cooperate with the
country seeking a position of greater leadership in global innovation. To complement the performance, the co-innovation environment establishes
partnership with 8 innovation centers: Porto Digital, Gyntec, Artemisia, Nexus, ACATE, Hotmilk, Hospital do Amor and Manaus Tech
Hub – Sidia) to increase opportunities for members and for us. |
| · | Unified and collaborative
laboratory: centralizes our technology areas and large tech partners, with a safe environment for testing frontier technologies. The
model provides operational efficiency in innovation, prototyping and product design, experimentation of new solutions with startups and
big techs, proof of concept, launches and solutions of new challenges. Our laboratory also has a Sandbox that allows the test of solutions
simulating our core banking, which guarantees more accurate experimentations reducing integration uncertainties and the time-to-market
of innovation. |
| · | Corporate venture (inovabra
ventures): proprietary capital fund for strategic investments in startups and high-growth companies that have innovative technologies
and/or business models. The fund is controlled by the area of Private Equity & Venture Capital and it actively contributes to the
generation of value in the companies especially when they involve solutions that meet the needs of our clients. |
| · | Culture program: initiative
to develop a culture that drives and rewards innovation within the Bradesco Organization. With the program we generate repertoire through
three pillars: |
o
Empower: inspire and empower our employees on emerging
technologies, facilitation tools and innovation themes;
o
Engage: connect a community of intrapreneurs, increasing
the exchange of knowledge, experiences and causing change at all levels; and
o
Realize: materialization of culture in the form
of challenges, experiments and metrics of results and innovation behavior.
The program
includes initiatives for influencers (select group with representatives from various areas of the bank, which are the catalysts for innovation
in their departments), for executives and all employees of the Organization. In the 2023/2024 cycle, 217 influencers have participated
in the program, representing 70% of our areas.
| · | inovabra results for 2023: |
| o | 62 experiments, 20 of which include
new technologies; |
| o | 374 certifications between software
and hardware; |
| o | 114 technical recommendations
(software and hardware); |
| o | 72 studies carried out by the
multidisciplinary research team; |
| |
31 – Reference Form – 2023 | |
| o | 9 contracted startups; and |
| o | 5 investments in startups. |
| c) | Characteristics of the market segments, specially: |
i) Participation
in each market:
In the
following section, we demonstrate the percentages of Bradesco’s participations in relation to banking and insurance segment and
its distribution channels:
|
|
As (%) |
Market Share |
2023 |
2022 |
|
|
|
Bank |
|
|
Demand Deposits |
8.7 (1) |
11.0 |
Savings Deposits |
13.3 |
13.2 |
Time Deposits |
13.3 (1) |
13.7 |
Loans Operations |
10.2 |
11.4 |
Loans Operations - Private Institutions |
17.8 |
19.8 |
Loans Operations - Vehicles Individuals (CDC + Leasing) |
11.4 |
13.8 |
Payroll-Deductible Loans |
14.7 |
15.2 |
- National Institute of Social Security (INSS) |
17.0 |
18,0 |
- Private Sector |
11.5 |
11.1 |
- Public Sector |
13.4 |
13.7 |
Real Estate Financing |
9.1 |
9.4 |
Consortia |
|
|
Real Estate |
14.4 |
17.6 |
Auto |
25.3 |
27.2 |
Trucks, Tractors and Agricultural Implements |
19.1 |
24.3 |
International Area |
|
|
Export Market |
13.5 |
13.9 |
Import Market |
8.7 |
7.9 |
Insurance |
|
|
Insurance Premiums, Pension Plan and Capitalization Bond |
22.7 |
22.4 |
Technical provisions for insurance, pension plans and capitalization bonds |
21.8 |
22.2 |
Pension Plan Investment Portfolios (including VGBL) |
21.8 |
22.6 |
Funds |
|
|
Investment Funds and Managed Portfolios |
16.6 |
16.7 |
National Social Security Institute (INSS) |
|
|
Benef it Payment to Retirees and Pensioners |
30.1 |
30.8 |
Leasing |
|
|
Lending Operations |
25.4 |
21.2 |
(1) Reference date: September
2023
| |
32 – Reference Form – 2023 | |
ii) competitive
conditions in markets
As
of September 30, 2023, state-owned financial institutions held 34.0% of the National Financial System’s (SFN) assets, followed
by domestic private financial institutions (taking into consideration financial conglomerates) with a 49.9% share and foreign-controlled
financial institutions, with a 16.1% share.
Public-sector
financial institutions play an important role in the banking sector in Brazil. Essentially, they operate within the same legal and regulatory
framework as private-sector financial institutions, except that certain banking transactions involving public entities must be made exclusively
through public-sector financial institutions (including, but not limited to, depositing federal government funds or judicial deposits).
We highlight
below some rules that may impact competitiveness, due to some regulatory requirements:
Through
Circular No. 3,590/12, as amended, transfers of corporate control, takeovers, mergers, transfers of business, contracts with a view to
cooperation in the financial sector, acquisitions of holdings greater than or equal to 5% and acquisitions that result in the purchaser
having a stake increase interest equal to or higher than 5% in cases in which the investor holds 5% or more of the voting capital, directly
or indirectly involving financial institutions must be submitted to the Central Bank of Brazil.
Through
CMN Resolution No. 4,970/21, as amended, the CMN set out and procedures for authorization related to the operations of financial institutions
and other entities authorized by the Central Bank of Brazil.
In short,
it includes institutions, in the scope of application of CMN Resolution No. 4,970/21, such as (i) development banks; (ii) foreign exchange
banks; (iii) development banks; (iv) investment banks; (v) multiple banks; (vi) foreign exchange brokers; (vii) securities and exchange
brokers and real estate agencies; (viii) securities and exchange distribution companies; and (ix) loan companies between private individuals.
In addition, on August 30, 2022, the Central Bank of Brazil issued Normative Instruction No. 299/22, as amended, which discloses procedures,
documents, terms and information necessary for the instruction of authorization requests related to the operation of the institutions
covered by CMN Resolution No. 4,970/21.
Through
Resolution No. 5,050/22, as amended, CMN regulated credit fintechs, providing for the establishment and operation of the Direct Loan Companies
(SCD) and Interpersonal Loan Companies (SEP), regulating loans and financing between people using electronic platforms. In summary, SCD
and SEP have to be constituted in the form of joint stock companies and may meet less stringent criteria than those of other financial
institutions to obtain authorization. However, the SCD can only perform loans and financing using their own resources or by obtaining
resources in repo operations and loans originating from the BNDES, while the SEP cannot make use of operations
with its own resources, acting as an intermediary between creditors and debtors, and providing other services established in the Resolution.
In 2019,
the CMN created rules for the Credit Society for Microentrepreneurs and Small Business (SCMEPP), through Resolution No. 4,721/19, as amended,
which provides for the constitution, authorization for operation, corporate restructuring and cancellation of authorization for operation.
The SCMEPP has the role of granting funding to individuals, microenterprises and small businesses based on the viability of their projects.
The SCMEPP cannot raise money from the public, nor can it issue bonds and securities to place bids and public offerings.
In these
circumstances, the fintechs that are already expanding in the Brazilian markets may act in a regulated manner and independently from a
financial institution already constituted, as an SCD or SEP. The process of obtaining authorization for the operation of the SCD, SEP
and SCMEPP has fewer requirements than those of a multiple bank; in contrast, these entities have a more limited scope of action.
In June
2020, the CMN enacted Resolution No. 4,822/20, regulating the joint-guarantee society and the counter-guarantee society, provisioning
on the constitution, organization and functioning of these societies, introduced by Complementary Law No. 169/19. The joint-guarantee
society has as its main objective the granting of guarantees in favor of its participating members in the context of loans contracted
by them, and counter-guarantee societies, in turn, is aimed at granting the counter-guarantee to joint-guarantee societies.
| |
33 – Reference Form – 2023 | |
Subsequently,
in November 2022, the CMN issued Resolutions No. 5,046/22, No. 5,047/22, No. 5,050/22 and No. 5,051/22, which provision, respectively,
on the Organization and operation (i) of investment banks, (ii) of development banks, (iii) of direct credit companies (SCD and peer-to-peer
lending (SEP in Portuguese), (iv) as well as credit unions.
Through
Resolution No. 5,050/22, which revoked Resolution No. 4,792/20 and Resolution No. 4,656/18, the CMN began to provision on the Organization
and operation of a direct credit company and a peer-to-peer lending company and regulate the execution of loan and financing operations
between peers through an electronic platform.
Open
Finance
Open Finance
is seen as one of the ways of fostering innovation and competition. The implementation of its regulatory was instituted by Joint Resolution
No. 01/20, enacted by the Central Bank of Brazil and the National Monetary Council, with the aim to stimulate innovation, promote competition,
increase the efficiency of the National Financial System and Brazilian Payment System and promote financial citizenship. For this purpose,
it establishes that standards of systemic integration between participant institutions must be adopted.
Institutions
authorized to operate by the Central Bank of Brazil assume the following roles as participants in Open Finance:
| c) | holding a demand, savings deposit account or prepaid payment account; |
| d) | initiating the payment transaction; and |
| e) | having a digital correspondent contract in Brazil. |
Due
to our importance in the National Financial System and the characteristics of its activities, it is mandatory to implement Open Finance
as a participant in securities “a”, “c” and “e”. Despite being optional, we will participate in the
other securities considering business opportunities with data receiver and payment initiator.
The implementation
of Open Finance in Brazil consists of four stages, according to the schedule established by the Central Bank of Brazil and highlighted
below:
| • | Stage 1: as of February 2021 – implementation of the necessary requirements for publishing
institution data on service channels and products and services related to demand and savings deposit accounts, prepaid and postpaid accounts
and loan operations; |
| • | Stage 2: as of August 2021 – for the sharing of client's registration data and transactional
information from bank accounts (deposit, savings, and payment), as well as credit card and loan operations; |
| • | Stage 3: as of October 2021 – implementation of the
necessary requirements for sharing payment transaction initiation services and forwarding of a loan operation proposal; |
| • | Stage 4: since of April 2023 – implementation of the requirements needed for the data sharing
on products and services and transaction data, as foreign exchange transactions, investments, insurance and private pension plan, in addition
to transactional information related to these products and services by clients. |
Our
Open Finance Squad has highly qualified professionals at Bradesco, focused on developing the best solutions regarding new financial system,
inserted in multi-functional groups, the Bradesco Squads work with an agile mindset and exercise an end-to-end vision in creating intuitive
and personalized journeys to achieve increasingly positive results.
Deposits
The deposit
market is highly concentrated, with our main competitors being Itaú Unibanco, Caixa Econômica Federal, Banco do Brasil and
Santander. The five largest institutions hold 67.6% of deposits in the Brazilian markets. Reference: September 2023.
| |
34 – Reference Form – 2023 | |
Loans
and advances
Competition
in loans and advances has been increasing in recent years. Our main competitors are Itaú Unibanco, Banco do Brasil and Santander
Brasil.
Credit
cards
The credit
card market in Brazil is highly competitive. Our primary competitors in the market are the major banks. However, digital banks have increased
their importance in the Brazilian markets. Management believes that the primary competitive factors in this area are card distribution
channels, both physical and digital ones, the services and benefits offered, in addition to better user experience for the cardholder
client.
Consortia
In December
2023, according to the Central Bank of Brazil, the consortia market included 136 administrators, divided between the bank, manufacturer
and independent administrators.
Our main
competitors are Banco de Brasil and Porto Seguro in the real estate segment; Banco do Brasil and Itaú in the property segment.
One of
our competitive advantages is the credibility of the Bradesco brand, our amount of monthly contemplations, which reinforces the ability
to manage the groups and resources of the consortium clients, and our extensive distribution network, with the largest service network
throughout Brazil.
Investment
Bank
The investment
bank market in Brazil is very competitive, involving the participation of national and international financial institutions. Among the
main players are Itaú BBA, BTG Pactual, Santander and other national and international institutions. Bradesco BBI has nonetheless
achieved significant success in this market, obtaining recognition from renowned international agencies that follow the sector globally.
Leasing
In general,
our main competitors in the Brazilian leasing market are Santander Leasing, Banco IBM, HP Financial Service and Daycoval Leasing. We currently
enjoy certain competitive advantages, as we have a larger service network than any of our private sector competitors.
Asset
management
On December
31, 2023, the asset management industry in Brazil managed funds worth R$8.3 trillion in shareholders’ equity according to ANBIMA’s
investment funds management ranking. Bradesco Asset held a portion of R$659.2 billion or 7.9% of market share. We are one of the leading
institutions as measured by the number of investment fund quotaholders with 3.2 million. Our main competitors are BB DTVM and Itaú
Unibanco.
Insurance,
pension plans and capitalization bonds
Insurance
sector
According
to SUSEP/ANS, in 2023, we were market share leader of the Brazilian insurance market. Grupo Bradesco Seguros faces growing competition
from several domestic and multinational companies in all branches of this sector, which has changed in Brazil in recent years. In this
respect, the main competitive factors are price, financial stability, and recognition of the name and services provided by companies.
With respect to services, competition primarily involves the ability to serve the branches that market such services, including the claims
handling, automation level, and development of long-term customer relationship.
Our principal
competitors are SulAmérica, Porto Seguro, BB Seguridade, HDI and Tokio, which account for a combined total of 36.7% of all premiums
generated in the market, as reported by SUSEP/ANS in 2023.
We believe
that the penetration of our service network, present in all municipalities in Brazil, gives Grupo Bradesco Seguros a significant competitive
edge over most insurance companies, thereby promoting cost savings and marketing synergies.
| |
35 – Reference Form – 2023 | |
Regarding
the healthcare sector, although most insurance activities are carried out by companies with nationwide operations, there is also competition
from companies that operate locally or regionally.
Supplementary
pension plan sector
The Brazilian
government’s monetary stabilization policies stimulated the supplementary pension plan sector and attracted new international players.
Bradesco
Vida e Previdência’s main competitive advantages are the “Bradesco” brand, our extensive branch network, our strategy
and our record of being in the forefront of product innovation.
Our main
competitors are BrasilPrev, Caixa Seguridade, Itaú Seguridade, Zurich/Santander, Icatu and XP Previdência.
Capitalization
bonds sector
Our competitive
strengths in this sector include our offering of low-cost products with a higher number of prize drawings, security, financial stability,
and brand recognition.
Our main
competitors are BrasilCap, Santander, Cia. Itaú de Capitalização, Icatu, Caixa Seguridade and Capemisa, which together
represent 63.4% of the total capitalization revenue generated in the market, according to information provided by SUSEP in 2023.
We generally
have some seasonality in certain parts of our business. There is certain seasonality in our consumer financing business (including our
credit card business, financing of goods and others), with increased levels of credit card transactions and financing of goods at the
end of the year and a subsequent decrease of these levels at the beginning of the year. We also have certain seasonality in our fee collections
at the beginning of the year, which is when taxes and other fiscal contributions are generally paid in Brazil. For our PGBL and VGBL business,
seasonality happens at the end of the year, when the 13th salary and profit-sharing distributions are usually paid.
| e) | Main raw materials, stating: |
i)
Description of relationships with suppliers, including whether they are subject to governmental control or regulation, with agencies and
applicable legislation:
Bradesco
hires suppliers and establishes business relationships with partners that operate with ethical standards that are compatible with the
Organization, through a rigorous homologation process for subsequent selection and does not negotiate with those who, verifiably, disrespect
the provision of its Code of Ethical Conduct, and also guides its business relationship by the Sectorial Code of Ethical Conduct for the
Purchasing Professional.
Additionally,
in the Organization's Contracts, the supplier declares to be aware of the provisions of the Bradesco Organization's Code of Ethical Conduct,
the Bradesco Organization's Sectorial Code of Ethical Conduct for Purchasing Professionals, the Corporate Information Security Policy
and the Bradesco Integrity Program, and all Policies, Codes and Standards, available at www.bradescofornecedores.com.br, which the supplier
undertakes to make known to its employees, agents and employees and agents of its subcontractors, as applicable.
ii)
Any dependence on a small number of suppliers:
Banco
Bradesco has a broad base of suppliers and encourages the constant search and use of new companies for approval and competition processes.
However, for some specific situations, the Bank is dependent on suppliers to carry out its activities. For these situations, there is
monitoring carried out by the Specialist Areas, through the Organization's Business Continuity Plan (PCN).
For any
situations in which there is a shortage of suppliers, either due to their limited supply in the market as a whole and/or in the region
in question, in addition to ensuring the robustness of our processes, with regard to Risk Governance, we place great value on to an important
point in this business relationship, which is to have good communication with that supplier. However, Bradesco generally opts for a diversification
| |
36 – Reference Form – 2023 | |
of suppliers, thus avoiding
creating dependence on a few suppliers to carry out its activities, in addition to work aimed at developing new suppliers.
iii)
Possible volatility affecting its prices:
The prices
volatility, as resources for loans, interest rates charged on products, among other things, rely on macroeconomic conditions and market
rates.
If there
is an expected inflation growth rate, the Central Bank of Brazil may increase the base interest rate, increasing, consequently, interest
rates for loans. Another factor that can enhance loans is the increase in the delinquency rate for clients. Moreover, variations in tax
rates on loans also make these operations more expensive.
1.5
– Clients responsible for more than 10% of the total net revenue
Bradesco
has no clients that are responsible for more than 10% of the total net revenue of the institution.
1.6
– Relevant effects of the state regulation of activities
| a) | need for governmental authorization for the exercise of activities and history of relation with the
public administration in order to obtain such authorizations |
The
basic institutional framework of the Brazilian Financial System was established in 1964 by Law No. 4,595/64, known as the “Banking
Reform Law”. The Banking Reform Law dealt with monetary, banking and credit policies and institutions, and created the CMN.
Principal
regulatory agencies
CMN
CMN
is responsible for overall supervision of monetary, credit, budgetary, fiscal and public debt policies. CMN has the following functions:
·
regulating loans and advances granted by Brazilian financial institutions;
·
regulating Brazilian currency issue;
·
supervising Brazil’s reserves of gold and foreign exchange;
·
determining saving, foreign exchange and investment policies in Brazil; and
·
regulating capital markets in Brazil.
Within
its functions, the CMN provides, through Resolution No. 3,427/06, as amended, the adoption by the CVM of the risk-based supervision model
as general guidance for its activities, on which the Risk Based Supervision System (SBR) was created. The SBR is also regulated by CVM
Resolution No. 53/21, which sets its objectives.
Central
Bank of Brazil
The
Central Bank of Brazil was created by Law No. 4,595/64 and is the primary executor of the guidelines of the CMN, responsible for ensuring
the purchasing power of the national currency, including responsibility for:
| · | implementing currency and credit policies established by the CMN; |
| · | regulating and supervising public and private sector Brazilian financial institutions; |
| · | controlling and monitoring the flow of foreign currency to and from Brazil; and |
| · | overseeing the Brazilian financial markets. |
| |
37 – Reference Form – 2023 | |
The
Central Bank of Brazil supervises financial institutions by:
| · | setting minimum capital requirements, compulsory deposit requirements and operational limits; |
| · | authorizing corporate documents, capital increases, acquisition of interest in new companies and the establishment
or transfer of principal places of business or branches (in Brazil or abroad); |
| · | authorizing changes in shareholder control of financial institutions; |
| · | requiring the submission of annual and semiannual audited financial statements, quarterly revised financial
statements and monthly unaudited financial information; and |
| · | requiring full disclosure of loans and advances and foreign exchange transactions, import and export transactions
and other directly related economic activities. |
Through
Complementary Law No. 179/21, the Central Bank of Brazil ensured its autonomy. Thus, it conferred greater freedom to the Central Bank
of Brazil in the use of monetary instruments for the fulfillment of goals established by the CMN. Through this law, price stability was
defined as the primary objective of the Central Bank of Brazil, in addition to ensuring the stability and efficiency of the financial
system, smoothing out economic activity level fluctuations and promoting full employment. The Central Bank of Brazil is considered an
autarchy of a special nature, characterized by the absence of any ties to a ministry.
CVM
The
CVM is a local entity, linked to the Ministry of Finance, with its own legal personality and its own capital, independent administrative
authority, absence of hierarchical subordination, fixed mandate, stability of its managers, and financial and budgetary autonomy. It was
created on December 7, 1976 by Law No. 6,385/76 with the objective of overseeing, standardizing, regulating and developing the Brazilian
securities markets in accordance with securities and capital-market policies established by CMN.
The
main objectives of the CVM are:
| · | to ensure the integrity of the capital markets; |
| · | to boost the efficiency of the capital markets; |
| · | to regulate on issues provided for by law; |
| · | to monitor compliance with the legislation applicable to agents working in the capital market; and |
| · | to promote the development of the capital markets. |
The
main focus of the CVM in overseeing and regulating the Brazilian capital markets is:
| · | to promote a culture of investment in the Brazilian capital markets; |
| · | to increase the participation in the capital market as a competitive source of financing; |
| · | to reduce the costs of observance of market participants; |
| · | to increase the liquidity of markets; |
| · | to improve the efficiency of supervision of the market; and |
| · | to increase the efficiency of the sanctioning action. |
Banking
regulations
Principal
limitations and restrictions on activities of financial institutions
Under
applicable laws and regulations, a financial institution operating in Brazil:
| · | may not operate without the prior approval of the Central Bank of Brazil. In the case of foreign banks,
approval of the Central Bank of Brazil, pursuant to Decree No. 10,029/19, may be granted where it is considered to be in the national
interest to do so. Through Circular No. 3,977/20, it is recognized
as of interest to the Brazilian government to allow the participation, in the capital of financial institutions
based in Brazil, of individuals or legal entities residing or domiciled abroad; |
| |
38 – Reference Form – 2023 | |
| · | may not invest in the equity of any other company beyond regulatory limits; |
| · | may not conduct credit and leasing transactions or provide guarantees of more than 25.0% of its reference
equity (RE) to a single person or group; |
| · | may not own real estate, except for its own use; and |
| · | according to Law No. 4,595/64 and CMN Resolution No. 4,693/18, financial institutions are prohibited from
conducting loans with related parties. Exempted from the prohibition are loans with related parties that comply with the conditions stipulated
by Law No. 4,595/64. CMN Resolution No. 4,693/18 explains who are considered related parties, from the point of view of the Central Bank
of Brazil. |
| · | CMN Resolution No. 4,693/18 also brought a definition of qualified shareholding, which is considered a
direct or indirect stake, owned by individuals or companies in the capital of financial institutions and of leasing companies or of these
institutions in the capital of companies, equivalent to 15% or more of the respective shares or quotas representing the share capital.
The restrictions with respect to the concentration limit to a single person or group do not apply to interbank deposits entered into by
financial institutions subject to the consolidation of their financial statements. |
| · | On September 26, 2022, the Central Bank of Brazil issued BCB Resolution No. 246/22, establishing maximum
limits for the exchange rate fee and prohibiting the establishment of different maximum deadlines for the provision of resources for the
receiving end user in the domestic payment arrangements, purchase arrangements, and prepaid payment and deposit accounts. According to
the Resolution, it was established, as of April 1, 2023, that the maximum limits for the exchange rate shall respect the following percentage:
(a) 0.5%, to be applied in any transaction, in the arrangements classified as deposit accounts; and (b) 0.7%, to be applied in any transaction,
in the arrangements classified as prepaid payment accounts. |
| · | On March 28, 2023, the Plenary of the National Council of Social Security issued Resolution CNPS/MPS No.
1,351/23, which established that the INSS should set the maximum interest ceiling per month for payroll loan operations granted for social
security benefit at 1.97% and, for transactions carried out by credit card and payroll-deductible loan benefit card, at 2.89%. |
Punitive
instruments applicable to Financial Institutions
Law No.
13,506/17 and the BCB Resolution No. 131/21, as amended, regulate the administrative sanctioning process in the sphere of activity of
the Central Bank of Brazil and CVM and, significantly amended the punitive instruments in the context of banking supervision, of the capital
market, of the Brazilian Payment System, Payment Institutions and Consortium.
Capital
adequacy and leverage
Financial
institutions based in Brazil are subject to capital measurement and standards based on a weighted risk-asset ratio, according to CMN Resolutions
No. 4,958/21 and No. 4,955/21, as amended. The parameters of this methodology resemble the international framework for minimum capital
measurements adopted for the Basel Accord.
In accordance
with Basel III recommendations, Circular No. 3,748/15, and CMN Resolution No. 4,615/17, provide for the minimum requirement for the Leverage
Ratio (LR) as a supplementary capital measure. It is a ratio that acts to limit the level of exposure to risk assumed by financial institutions
and evaluates the leverage through its relation between Tier I Capital and the Total Exposure, calculated through the sum of assets registered
in accounting values, added to off-balance exposures (limits, endorsements, guarantees and derivatives), as detailed in the circular.
The relevant institutions classified in Segment 1 (S1) and Segment 2 (S2), must comply with the minimum requirement for LR of 3%.
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In order
to establish minimum quantitative requirements for the liquidity of financial institutions and limit excessive liquidity risk taking,
Basel III introduced two liquidity indices: The Liquidity Coverage Ratio (LCR) and the Net Stable Funding Ratio (NSFR).
BCB
Resolution No. 207/22, as amended, regulates the preparation and remittance, by financial institutions of information related to (i) the
indicator of Short-Term Liquidity (LCR); and (ii) exposure to liquidity risk, which must be kept at the disposal of the Central Bank of
Brazil, for a minimum period of five years, together with the documentation of the methodology for its calculation and the respective
original data.
According
to CMN Resolution No. 4,950/21, financial institutions must keep consolidated accounting records (for calculating their capital requirements)
of their investments in companies whenever they hold, directly or indirectly, individually or together with partners, a controlling interest
in the investee companies. If their interest does not result in control of a company, financial institutions may choose to recognize the
interest as equity in the earnings of unconsolidated companies instead of consolidating such interests.
Under
certain conditions and within certain limits, financial institutions may include eligible instruments when determining their capital requirements
in order to calculate their operational limits, provided that this instrument complies with the requirements of the regulation in force.
Risk
Weighting
Pursuant
to BCB Resolution No. 229/22, as amended, the Central Bank of Brazil consolidated the risk-weighted
assets (RWA) applied to different exposures in order to calculate capital requirements through a standardized approach (RWAcpad). Risk-weight
factors applicable to different exposures are often changed by the Central Bank of Brazil. Subsequently, mitigation instruments were provided
for the portion RWA related to the exposure to credit risk subject to the calculation of capital requirements through a RWAcpad, through
Circular No. 3,809/16. A new criterion for application of the 85% Risk-weight factor (FPR), established by Circular No. 3,921/18.
In addition,
there are specific standards of the Central Bank of Brazil to determine procedures to calculate the portion of risk-weighted assets related
to other exposures. In March 2022, BCB Resolution No. 202/22 was edited, as amended, and now establishes the calculation of the portion
of RWA related to the calculation of capital required for risks associated with payment services (RWAsp) established in CMN Resolutions
No. 4,958/21 and 4,606/17 and on the BCB Resolutions No. 200/22 and 201/22, as amended.
The
total consolidated exposure of a financial institution in foreign currencies, gold, and transactions subject to exchange variation limited
up to 30.0% of its Reference Equity (RE), pursuant to CMN Resolution No. 4,956/21, this limit may be altered by the Central Bank of Brazil,
observing the minimum value of 15% and the maximum value of 75% of the Reference Equity (RE). It should be noted that compliance with
the above limit must take place in a consolidated manner for institutions that are members of the same prudential conglomerate.
Financial
institutions authorized to operate by the Central Bank of Brazil shall inform (i) exposure in gold, foreign currency and operations subject
to the exchange rate variation; (ii) RWAMint portion of the RWA amount; and (iii) the RWAMpad portion of the RWA amount and its components,
daily, being available to BACEN for a period of 5 years, as established in BCB Resolution No. 100/21, as amended, which entered into force
on July 1, 2021.
In November
2022, BCB Resolution No. 266/22 was edited, promoting changes in the circulars and in BCB Resolutions that establish the procedures and
parameters for calculating the portions for calculating the amount of risk-weighted assets (RWA) related to credit risk, market risk and
operational risk, so that they are applicable to the prudential conglomerate led by the payment institution and integrated by a financial
institution or another institution authorized to operate by the Central Bank of Brazil (Type 3 conglomerate). In addition, this resolution
also amends the normative acts dealing with the calculation of the additional countercyclical principal capital (ACPContraciclico) and
the risk of variation in interest rates in instruments classified in the bank portfolio (IRRBB), so that they are applicable to the Type
3 conglomerate.
In addition,
the Central Bank of Brazil issued BCB Resolution No. 229/22, as amended, which establishes the procedures for calculating the RWA portion
of credit risk exposures subject to the calculation
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of the capital requirement
by means of a standardized approach (RWAcpad), that deal with CMN Resolution No. 4,958/21, of October 2021, and BCB Resolution No. 200/22,
of March 2022, as amended.
BCB
Resolution No. 229/22 aims to improve two main points, which are: (i) methods of measuring the value of exposures, also admitting the
use of a method of calculating the mark-to-market value for a specific asset class. This methodology can be used even if the Accounting
Standard of the institutions regulated by the Central Bank of Brazil (Cosif) does not provide on this; and (ii) Risk Weighting Factors
(FPR), especially on exposures to sovereign entities and multilateral bodies (EMD), financial institutions, non-financial, retail, and
real estate legal entities.
In August
2022, the Central Bank of Brazil launched Public Inquiry Notice No. 92/22, which discloses the motion for a resolution that improves the
procedures for calculating the capital requirement for credit risk exposures through internal credit risk classification systems.
In February
2023, the Central Bank of Brazil issued BCB Resolution No. 291/23, which establishes the procedures for calculating the portion of the
RWA regarding exposures to the risk of variation in the value of derivative instruments due to the variation in the credit quality of
the counterpart (RWACVA), as well as amending Circular No. 3,646/13.
Compulsory
Deposits
The
Central Bank of Brazil periodically sets compulsory deposit and related requirements for financial institutions based in Brazil. The Central
Bank of Brazil uses reserve requirements as a mechanism to control liquidity in the SFN.
According
to the Central Bank of Brazil’s rules, we must place a percentage of the demand deposits, savings deposits and time deposits we
receive from our clients with the Central Bank of Brazil:
| · | Time deposits: we are obliged to deposit 20.0% of the arithmetic mean of the Value Subject to Collection
(VSR) established on the working days of the calculation period, deducted from R$30 million, in accordance with BCB Resolution No. 145/21. |
Time
deposits are represented by bank deposit certificates (CDBs) and notes (exempted); and pay either a fixed or a floating rate, which is
typically a percentage of the interbank interest rate (CDI), as disclosed by COPOM.
| · | Demand deposits: we are required to deposit 21.0% of the arithmetic mean of the Value Subject to
Collection (VSR), on each working day, determined in the calculation period, deducting R$500 million, pursuant to the provisions of BCB
Resolution No. 189/22, as amended. The verification of compliance with these requirements is made on the basis of established positions
on each day of the period of transactions and the calculation period begins on Monday of one week and ends on Friday of the following
week. |
| · | Savings deposits: each week we are required to deposit in an account with the Central Bank of Brazil
an amount equivalent to 20.0% of the arithmetic average of the sum of the balances entered under the headings of Savings Deposits and
Resources of Associated Savers, according to BCB Resolution No. 188/22, as amended, which that defines and consolidates the rules of compulsory
collection on savings deposit resources. The balance of the account is remunerated by the “TR” plus interest, as detailed
in the same resolution. |
In
February 2013, the Central Bank of Brazil defined rules for financial cost collection on non-compliance with compulsory deposit, reserve
or compulsory assignment requirements. The financial cost charged to institutions that failed to comply with these requirements was adjusted
to the SELIC rate plus 4.0% p.a.
In
February 2022, BCB Resolution No. 188/22 was edited, which defines and consolidates the rules of compulsory collection on savings deposit
resources. In the same month in 2022, BCB Resolution No. 190/22 was issued, as amended, which extinguishes the enforceability regarding
the compulsory collection of deposit resources and guarantees made.
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Additionally,
present Central Bank of Brazil regulations require that we:
| · | allocate a minimum of 30.0% of demand deposits to providing rural loans; |
| · | we maintain investments in targeted productive microcredit program operations, of at least 2.0% of demand
deposits; and |
| · | allocate a minimum of 65.0% of the total amount of deposits in savings accounts to finance residential
real estate. |
Standards
on compulsory deposits and additional reserve requirements are periodically altered by the Central Bank of Brazil.
Asset
composition requirements
According
to CMN Resolution No. 4,677/18, as amended, financial institutions headquartered in Brazil must limit their exposure to a single client
to a maximum amount of 25.0% of Tier 1 of its RE, or 15% of Tier 1 of its RE if the institution is listed as systemically important in
the global scope by the Financial Stability Board.
BCB
Resolution No. 76/21 regulates on instruments of operation of the Central Bank of Brazil in the Brazilian foreign exchange market for
the purposes of implementing the exchange rate policy, establishing that the terms of the repo operations for the purchase of foreign
currency with a commitment to resell and sell foreign currency with a commitment to repurchase, correspond to the period comprised between
the date of liquidation of the purchase or sale operation, inclusive, and the respective date of liquidation of the resale or repurchase
commitment, exclusive.
Repurchase
transactions
Repurchase
transactions are subject to operational capital limits based on the financial institution’s equity, as adjusted in accordance with
Central Bank of Brazil regulations. A financial institution may only hold repurchase transactions in an amount up to 30 times its RE. Within that limit, repurchase transactions involving private securities may not exceed five times the amount of the financial
institution’s RE. Limits on repurchase transactions involving securities issued by Brazilian governmental authorities vary in accordance
with the type of security involved in the transaction and the perceived risk of the issuer as established by the Central Bank of Brazil.
In September
2016, the Central Bank of Brazil prohibited the execution, extension or renewal of repurchase transactions with securities issued or accepted
from associated institutions, or institutions that are members of the same prudential conglomerate.
Subsequently,
in September 2021, the Central Bank of Brazil issued BCB Resolution No. 76/21, which provisions on the instruments of operation of the
Central Bank of Brazil in the Brazilian exchange market for the purpose of implementing the foreign exchange policy. This Resolution provisions
that the Central Bank of Brazil may perform, among others, the following operations in the Brazilian foreign exchange market: (i) purchase
of foreign currency with resale commitment, in conjunction with a repurchase commitment, made by the counterpart, for settlement on a
pre-established date; and (ii) sale of foreign currency with a repurchase commitment, in conjunction with a resale commitment, made by
the counterpart, for settlement on a pre-established date.
Onlending
of funds borrowed abroad
Financial
institutions and leasing companies are permitted to borrow foreign currency-denominated funds in the international markets (through direct
loans or the issuance of debt securities) in order to on-lend such funds in Brazil. These onlendings take the form of loans denominated
in reais but indexed to the U.S. dollar. The terms of the onlending transaction must reflect the terms of the original transaction. The
interest rate charged on the underlying foreign loan must also conform to international market practices. In addition to the original
cost of the transaction, the financial institution may charge onlending commission only.
Furthermore,
the amount of any loan in foreign currency should be limited to the sum of foreign transactions undertaken by the financial institution
to which loan funds are to be directed.
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Foreign
currency position
Operations
in Brazil involving the sale and purchase of foreign currency may be conducted only by institutions authorized by the Central Bank of
Brazil to operate in the foreign exchange market.
Beginning
in 1999, the Central Bank of Brazil adopted a foreign exchange free float system, which gave rise to increased volatility. Since mid-2011,
the Brazilian real has depreciated against the U.S. dollar and the Central Bank of Brazil has intervened in the foreign exchange market
to control the foreign rate volatility.
The
Central Bank of Brazil does not impose limits on long positions in foreign exchange operations and short positions in foreign exchange
operations for banks authorized to operate in the foreign exchange market.
Standards
that address foreign exchange markets are frequently changed by CMN and the Central Bank of Brazil.
In December
2022, Law No. 14,286/21 entered into force, which deals with the Brazilian exchange market, the Brazilian capital abroad, the foreign
capital in the country and the provision of information to the Central Bank of Brazil with the aim of modernizing, simplifying and bringing
greater legal certainty regarding such matters, considering the best international standards and practices, as well as the insertion of
Brazil in the globalized economy. In view of this, CMN published CMN Resolutions No. 5,042/22 and No. 5,056/22, as well as the Central
Bank of Brazil published BCB Resolutions No. 277/22, No. 278/22, No. 279/22, No. 280/22 and No. 281/22, aiming to regulate foreign exchange
operations.
Contextualizing,
the main changes that the new exchange rate framework presents:
| · | It will be the competence of the Central Bank of Brazil to regulate foreign currency accounts in the country,
including regarding the requirements and procedures for opening and operating them, the Central Bank of Brazil may expand, depending on
the regulation, the possibility of individuals and legal entities being holders. The ownership of foreign currency accounts in the country
is still limited to companies, such as brokers, credit card administrators and other sectors specified by the Central Bank of Brazil. |
| · | Opening of deposit abroad was already possible, but the project expands and reinforces this, by stating
that institutions authorized by the Central Bank of Brazil will be able to allocate, invest and destine for credit and financing operations,
in the country and abroad, funds raised here or abroad. |
| · | Extension from R$10 thousand to US$10 thousand of the limit of cash in kind that each passenger can carry
when leaving or entering Brazil. |
| · | The negotiation of up to US$500 between Individuals is now authorized, allowing the purchase and sale
of foreign currency to be made by Individuals and not only banks and brokers, provided that the operation is made occasionally and not
professionally. |
| · | Depending on the regulation by the Central Bank of Brazil, the possibility of private compensation of
credits between residents and non-residents, as well as payment in foreign currency of enforceable obligations in the national territory
in situations such as foreign trade operations. |
| · | Inclusion of payment institutions to operate in the exchange market in ready-made settlement operations
up to a limit of US$100,000.00. |
| · | Formalization of the foreign exchange operation with free format, however, the institution authorized
to operate in the foreign exchange market should be able to prove that the parties are in mutual agreement with the established conditions. |
| · | The client is responsible for the classification of the purpose of the exchange operation. |
| · | Change in the obligation to register the foreign direct investment before the Information Delivery System
of the Central Bank of Brazil (SCE-IED), should be carried out only when (i) the financial transfer related to the non-resident investor
of a value equal to or greater than US$100,000.00 or its equivalent in other currencies occurs; (ii) the transactions of resources of
a value equal to or greater than
US$100,000.00 or its equivalent in other currencies; (iii) the base date of the periodic declarations shall occur for the recipients subject
to such declarations. |
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| · | Change in the obligation to register foreign loan operations before the Information Delivery System of
the Central Bank of Brazil (SCE-Crédito): (i) direct loan, security, early receipt of exports and financial leasing with payment
term of more than 360 days and financing of entities with a value equal to or greater than US$1,000,000.00 or its equivalent in other
currencies; and (ii) import financing with a payment term of more than 180 days and with a value equal to or greater than US$500,000.00
or its equivalent in other currencies. |
| · | End of the obligation to carry out simultaneous foreign exchange operations for: (i) conversion of debt
into foreign direct investment and vice versa; (ii) conversion between different types of foreign credit; (iii) assumption and resettlement
of foreign credit, in the modalities of direct loan and securities; and (iv) change of residence of the resident investor to non-resident. |
Registration
of cross-border derivatives and hedging transactions and information on derivatives
In December
2009, the Central Bank of Brazil issued specific rules that became effective in February 2010, requiring Brazilian financial institutions
to register their cross-border derivative transactions with a clearing house regulated by the Central Bank of Brazil and by the CVM. Specifically,
cross-border derivative transactions must (i) be registered within two business days; and (ii) cover details of underlying assets, values,
currencies involved, terms, counterparties, means of settlement and parameters used.
In January
2010, registration rules were extended to cover hedging transactions in foreign OTC markets or exchanges.
In November
2010, to facilitate the management of derivatives-related risk incurred by financial institutions, the CVM stipulated that market participants
should create mechanisms in order to share information on derivatives contracts traded or registered in their systems, subject to banking
confidentiality rules.
Treatment
of loans and advances
For
statutory reporting purposes, financial institutions are required to classify their loans and advances into nine categories, ranging from
AA to H, based on their risk. These credit risk classifications are determined in accordance with Central Bank of Brazil criteria relating
to:
| · | the conditions of the debtor and the guarantor, such as their economic and financial situation, level
of indebtedness, capacity for generating profits, cash flow, delay in payments, contingencies and credit limits; and |
| · | the conditions of the transaction, such as its nature and purpose, the type, the level of liquidity, the
sufficiency of the collateral and the total amount of the credit. |
In the
case of corporate borrowers, of the nine categories that we use, according to our classification, five are considered operational and
four of dubious liquidation.
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The
classification of operating categories follows the following concept:
Rating |
Bradesco Classification |
Bradesco Concept |
AA |
Excellent |
First-tier large company or group, with a long track record, market leadership and excellent economic and financial concept and positioning. |
A |
Very Good |
Large company or group with sound economic and financial position that is active in markets with good prospects and/or potential for expansion. |
B |
Good |
Company or group, regardless of size, with good economic and financial positioning. |
C |
Acceptable |
Company or group with a satisfactory economic and financial situation but with performance subject to economic variations. |
D |
Fair |
Company or group with economic and financial positioning in decline or unsatisfactory accounting Information, under risk management. |
A loan
and advance transaction may be upgraded if it has credit support or downgraded if in default.
Doubtful
loans are classified according to the loss perspective, as per E-H ratings as follows:
Rating |
Bradesco Classification |
E |
Deficient |
F |
Bad |
G |
Critical |
H |
Uncollectible |
A
similar nine-category ranking system exists for transactions with individuals. We grade credit based on data including the individual’s
income, equity and credit history, as well as other database, behavioral and transactional information considering both internal
and market-related sources.
For
regulatory purposes, financial institutions are required to classify the level of risk of their loans according to the Central Bank of
Brazil’s criteria, taking into consideration both the borrower and guarantors’ characteristics and the nature and value of
the transaction, among others, in order to identify potential loan losses.
Past
due loans and advances must be reviewed monthly. For this type of loan, regulatory provisions set the following minimum risk classifications:
Number of Days Past Due (1) |
Minimum Classification |
15 to 30 days |
B |
31 to 60 days |
C |
61 to 90 days |
D |
91 to 120 days |
E |
121 to 150 days |
F |
151 to 180 days |
G |
More than 180 days |
H |
(1) | These time periods are doubled in the case of loans with maturities in excess
of 36 months. |
Financial
institutions are required to determine whether any loans must be reclassified as a result of these minimum classifications. If so, they
must adjust their regulated accounting provisions accordingly.
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The
regulations specify a minimum provision for each category of loan (BR GAAP), which is measured as a percentage of the total amount of
the loan and advance operation, as follows:
Classification of Loan |
Minimum Provision % |
AA |
- |
A |
0.5 |
B |
1.0 |
C |
3.0 |
D |
10.0 |
E |
30.0 |
F |
50.0 |
G |
70.0 |
H (1) |
100.0 |
(1)
Financial institutions must write of any loan six months after its initial classification as an H
loan.
Loans
and advances of up to R$10,000 may be classified by the method used by the financial institution itself or the arrears criteria, described
above. Classifications should be at least level A, according to the Central Bank of Brazil.
Financial
institutions must make their lending and loan classification policies available to the Central Bank of Brazil and their independent accountants.
They are also required to submit information relating to their loan portfolio to the Central Bank of Brazil, together with their financial
statements. This information must include:
| · | a breakdown of the business activities and nature of borrowers; |
| · | maturities of their loans; and |
| · | amounts of rescheduled, written-off and recovered loans. |
The
Central Bank of Brazil requires authorized financial institutions to compile and submit information on the portfolio of loans and advances.
Exclusivity
in loans and advances to clients
As stipulated
in Circular No. 3,522/11 of the Central Bank of Brazil, it is prohibited for financial institutions provide services and loans from entering
into agreements, contracts or other arrangements that prevent or restrict the ability of their clients to access loans and advances offered
by other institutions, including payroll-deductible loans, aiming to increase competition among credit providers and prevent exclusivity
agreements between state-owned banks and government bodies with respect to payroll-deductible loans.
Debit
balance of the credit card bill
Through
CMN Resolution No. 4,549/17, as amended, the Central Bank of Brazil started regulating the financing of the debit balance of the credit
card bill and other postpaid instruments, not settled in full at maturity, as a result, credit card administrators were no longer allowed
to finance clients’ outstanding balances through revolving credit for more than a month.
CMN
Resolution nº 4,882/20 stipulates that in case of a delay in the payment or settlement of obligations related to these shares, certain
charges may be charged exclusively such as remunerative interest, fine; and late payment interest. It is prohibited to charge any other
remuneration or arrears charges for late payment or settlement of overdue obligations related to loan operations.
Overdraft
In April
2018, the Self-Regulation Council of the FEBRABAN – Federação Brasileira de Bancos (Brazilian Federation of
Banks), published Regulatory Standard No. 19/18 (Regulatory Standard on the Conscious Use of Overdraft), with new guidelines to promote
and stimulate the proper use of overdraft facilities.
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Among
the Regulatory Standard No. 19/18 main guidelines, we highlight that: (i) financial institutions which have signed the regulatory standard
shall, at any time, provide more advantageous conditions to the consumer to settle his overdraft balance, including the possibility of
installment payments; (ii) if the consumer uses more than 15% of the overdraft limit available during 30 consecutive days, and as long
as the value is above R$200.00, the financial institution shall proactively offer to the consumer alternatives for the settlement of the
balance; and (iii) financial institutions shall promote financial guidance related to the overdraft, especially with respect to its use
in emergency situations and on a temporary basis.
In November
2019, the CMN published Resolution No. 4,765/19, as amended, which provides for overdrafts granted by financial institutions for cash
deposit accounts. This Resolution sets forth that the interest rates charged on the amount used are limited to 8% per month.
Brazilian
Clearing System (Sistema de Pagamentos Brasileiro, or “SPB”)
The
SPB was regulated and restructured under Law No. 12,865/13. These regulations are intended to streamline the system by adopting multilateral
clearing and boost security and solidity by reducing systemic default risk and financial institutions’ credit and liquidity risks.
SPB
comprises the entities, systems and procedures related to the processing and settlement of transactions of transfers of funds, operations
with foreign currency or with financial assets and securities. The subsystems in the SPB are responsible for maintaining security mechanisms
and rules for controlling risks and contingencies, loss sharing among market participants and direct execution of custody positions of
contracts and collateral by participants. In addition, clearing houses and settlement service providers, as important components of the
system, set aside a portion of their assets as an additional guarantee for settlement of operations.
Currently,
responsibility for settlement of a transaction has been assigned to the clearinghouses or service providers responsible for it. Once a
financial operation has been submitted for clearing and settlement, it generally becomes the obligation of the relevant clearinghouse
and/or settlement service provider to clear and settle, and it is no longer subject to the risk of bankruptcy or insolvency on the part
of the market participant that submitted it for clearing and settlement.
CMN
Resolution No. 4,952/21 defines the activities of the clearing and payment (settlement) chambers and service providers under the Brazilian
Payments System, in order for the SPB to be structured in accordance with principles that ensure the safety, efficiency, integrity and
reliability of the clearing and payment (settlement) chambers and service providers that operate in it.
The
Central Bank of Brazil and CVM have the power to regulate and supervise the SPB. The only members of the SPB are institutions of payments
and payment arrangements that have high financial volumes. These volumes accumulated in the last 12 months are equivalent to R$500 million
in total value of transactions and 25 million transactions, in the case of payment arrangements.
BCB
Resolution No. 80/21, as amended, regulates the establishment and operation of payment institutions, establishing the parameters for authorization
requests made by these institutions to operate and provide payment services by other institutions authorized to operate by the Central
Bank of Brazil. BCB Resolution No. 81/21 regulates the processes of authorization related to the operation of payment institutions and
to the provision of services of payment by other institutions authorized to operate by the Central Bank of Brazil.
It is
worth mentioning that, in March 2022, the Central Bank of Brazil edited BCB Resolution No. 205/22, amending BCB Resolution No. 81/22 in
order to include the possibility: (i) of investment funds holding qualified participation in payment institutions; and (ii) that the provisions
applicable to the individual or legal entity holding a qualified holding provided for by BCB Resolution No. 81/21 also cover the shareholders
of the investment fund who are effectively authorized to conduct their operations, in addition to preventing the possibility of an investment
fund being a controller, or a member of a control group, of a payment institution.
BCB
Resolution nº 150/21, as amended, provides rules about the BR Code, a rapid response code standard (QR Code) to be used by the payment
arrangements, which must be offered in a standardized
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47 – Reference Form – 2023 | |
manner, in order to facilitate
the interoperability, the internationalization and increased efficiency of retail payments.
The
Pix was instituted and regulated by BCB Resolution No. 01/20, and BCB Resolution No. 79/21 enabled the implementation of features, such
as the permission to associate the corporate name to the Pix token, change of details, avoiding exclusion in the case of rectification
and threshold amount limiting the number of transactions that can be resent or received by end users.
BCB
Resolution No. 195/22, as amended, establishes the Instant Payments Systems (SPI) and the Instant Payment Account (PI Account), approving
their respective regulations. SPI came into operation on November 3, 2020, with the possibility of gradual availability of system features,
including in relation to the hours of operation.
In March
2022, BCB Normative Instruction No. 243/22 was edited, which discloses procedures to be observed for direct participation in the SPI,
for the opening of the Instant Payments Account (PI Account). and sets the maximum time limits for validation and settlement of instant
payment orders.
Pix
Cobrança, the function that consists in the possibility of the recipient user managing and receiving, in a facilitated manner,
collections related to immediate payments and payments with maturity, was included in the regulation by BCB Resolution No. 30/20, in accordance
with the deadlines for implementation provided for by BCB Normative Instruction No. 43/20, as amended.
The
procedures necessary for accession to the PIX by institutions permitted are laid down in BCB Normative Instruction No. 291/22 and on BCB
Normative Instruction No. 373/23.
BCB
Normative Instruction No. 243/22, as amended, governs the procedures to be observed for direct participation in the SPI, for the opening
of the Instant Payments Account (PI Account), under the same terms as the Normative Instruction revoked. In addition, this Resolution
has set the maximum time limits for validation and settlement of instant payment orders, which is provisioned in the Regulation annexed
to BCB Resolution No. 195/22. Furthermore, on December 9, 2022, BCB Normative Instruction No. 200/22, as amended by BCB Normative Instruction
No. 290/23, which establishes the operational procedures for the collection and for the execution of the reimbursement of operational
costs for each Pix for the purpose of withdrawal or exchange settled outside the SPI and establishes the format, periodicity and information
to be provided by Pix participants on these transactions.
Pix
participants can also establish maximum value limits for initiating a Pix, for the purpose of purchase or transfer, by transactional account,
which must be per transaction and per period, with the possibility of differentiating the limit established for the day period and for
the night period, according to BCB Normative Instruction No. 331/22, as amended.
In October
2021, BCB Normative Instruction No. 171/21 was edited, disclosing operational limits and terms for the scheduled and efficient entry of
interfaces dedicated to sharing the initiation service of the Pix payment transaction in Open Banking.
Later,
in December 2021, BCB Resolution No. 177/21 was issued, as amended, which approved the Penalty Manual for Pix, reformulating the distribution
of punishable conduct and establishing penalties for participants who fail to adopt essential security mechanisms in the implementation
of applications, Application Programming Interfaces (APIs), and any other systems related to Pix that could significantly compromise the
arrangement's security or the security and privacy of user data.
On December
1, 2022, BCB Resolution No. 270/22 was edited, which amended Annex I to BCB Resolution No. 177/21 to adjust devices on penalties.
In parallel
with BCB Resolution No. 177/21, BCB Resolution No. 293/23 was also issued, amending the Regulation attached to BCB Resolution No. 1/20,
which governs the operation of the Pix payment arrangement.
BCB
Resolution No. 293/23 aims to define arrangements for establishing partnerships between Pix participants and to regulate transitional
provisions regarding criteria and conditions for outsourcing activities and for establishing partnerships between Pix participants.
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On December
7, 2023, BCB Resolution No. 361/23 was edited, which adjusted and inserted devices related to the application of penalty in case of non-compliance
with rules regarding the Automatic Pix.
On the
same date, the BCB Normative Instruction No. 436/23 was edited, which established the operational procedures related to Automatic Pix,
Scheduled Pix and Collection Pix.
Special
Temporary Administrative, Intervention and Extrajudicial Liquidation Regimes – Under Law No. 6,024/74
Intervention
The
Central Bank of Brazil will intervene in the operations and management of any financial institution not controlled by the Federal Government
if the institution:
| · | suffers losses due to mismanagement, putting creditors at risk; |
| · | repeatedly violates banking regulations; or |
Intervention
may also be ordered upon the request of a financial institution’s management and may not exceed 12 months. During the intervention
period, the institution’s liabilities are suspended in relation to overdue obligations, maturity dates for pending obligations contracted
prior to intervention, and liabilities for deposits in the institution existing on the date intervention was ordered.
Administrative
liquidation
The Central
Bank of Brazil will liquidate a financial institution if:
| · | the institution’s economic or financial situation is at risk, particularly when the institution
ceases to meet its obligations as they fall due, or upon the occurrence of an event that could indicate a state of bankruptcy; |
| · | management commits a material violation of banking laws, regulations or rulings; |
| · | the institution suffers a loss that subjects its unsecured creditors to severe risk; or |
| · | upon revocation of the authorization to operate, the institution does not initiate ordinary liquidation
proceedings within 90 days, or, if initiated, the Central Bank of Brazil determines that the pace of the liquidation may impair the institution’s
creditors. |
As
a consequence of administrative liquidation:
| · | lawsuits pleading claims on the assets of the institution are suspended; |
| · | the institution’s obligations are accelerated; |
| · | the institution may not comply with any liquidated damage clause contained in unilateral contracts; |
| · | interest does not accrue against the institution until its liabilities are paid in full; and |
| · | the limitation period of the institution’s obligations is suspended. |
The
Central Bank of Brazil may end the extrajudicial settlement of a financial institution, in the following cases:
| · | full payment of unsecured creditors; |
| · | change of the institution’s scope to an economic activity that is not part of the SFN; |
| · | transfer of the institution’s control; |
| · | conversion into an ordinary settlement; and |
| · | sale/loss of the institution’s assets, upon its completion and the distribution of the proceeds
among the creditors, even if the debts are not fully paid; or |
| · | absence of liquidity or difficult completion of the institution’s remaining assets, as recognized
by the Central
Bank of Brazil. |
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Temporary
Special Administration Regime
The Temporary
Special Administration Regime, known as (RAET), is a less severe form of Central Bank of Brazil intervention in financial institutions,
which allows institutions to continue to operate normally. RAET may be ordered in the case of an institution that:
| · | repeatedly makes transactions contravening economic or financial policies under federal law; |
| · | faces a shortage of assets; |
| · | fails to comply with compulsory deposit rules; |
| · | has reckless or fraudulent management; or |
| · | has operations or circumstances requiring an intervention. |
Credit
Guarantee Fund (Fundo Garantidor de Crédito)
In the
case of liquidation of a financial institution, employees’ wages, indemnities and tax claims have the highest priority among claims
against the bankrupt institution. In November 1995, the Central Bank of Brazil created the Credit Guarantee Fund (FGC) to guarantee the
payment of funds deposited with financial institutions in case of intervention, administrative liquidation, bankruptcy, or another state
of insolvency. Members of the FGC are financial institutions that accept demand, time and savings deposits as well as savings and loans
associations. The FGC is funded principally by mandatory contributions from all financial institutions based in Brazil accepting deposits
from clients.
The
FGC is a deposit insurance system that guarantees a certain maximum amount of deposits and certain credit instruments held by the same
client against a financial institution (or against member financial institutions of the same financial group). The liability of the participating
institutions is limited to the amount of their contributions to the FGC, with the exception that in limited circumstances, if FGC payments
are insufficient to cover insured losses, the participating institutions may be asked for extraordinary contributions and advances. The
payment of unsecured credit and client deposits not payable under the FGC is subject to the prior payment of all secured credits and other
credits to which specific laws may grant special privileges.
The
maximum amount of the guarantee provided by the FGC as stipulated by the CMN at the moment.is R$250,000.00, maintained until the present
date.
CMN
Resolution No. 4,653/18 regulated an additional monthly contribution to be collected when the Reference Value is 4 times higher than the
Adjusted Shareholders’ Equity. In November 2019, the CMN amended Resolution No. 4,764/19, increasing the amount of the additional
contribution and stating that such contribution shall be collected as of July 2020.
Central
Bank of Brazil enacted BCB Resolution No. 102/21, which revoked Circular No. 3,915/18 establishing the new obligation of providing information
to the FGC by financial institutions, whereby these institutions should have systems and controls that can produce and supply such information
in up to two working days in an electronic file with various data listed in the Circular.
Internal
compliance procedures
All
financial institutions must have in place internal policies and procedures to control:
| · | their financial, operational and management information systems; and |
| · | their compliance with all applicable regulations. |
The
board of executive officers of a financial institution is responsible for implementing an effective structure for internal controls by
defining responsibilities and control procedures and establishing corresponding goals and procedures at all levels of the institution.
The board of executive officers is also responsible for verifying compliance with all internal procedures.
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Restrictions
on foreign investment
The
Brazilian Constitution allows foreign individuals or companies to invest in the voting shares of financial institutions based in Brazil
only if they have specific authorization from the Brazilian government, declaring that the participation of foreign capital is in the
interest of the Brazilian government by means of a presidential decree, pursuant to article 52, of the Act of Transitional Constitutional
Provisions (ADCT). On September 26, 2019, the federal government published Decree No. 10,029, delegating to the Central Bank of Brazil
the power to recognize the government’s interest in the viability of investment operations. On January 22, 2020, the Central Bank
of Brazil issued Circular No. 3,977/20, which recognizes the shareholding in the capital of financial institutions headquartered in Brazil,
of natural persons or legal entities resident or domiciled abroad, as of interest to the Brazilian Government, provided that the requirements
provided for in the regulations of the Central Bank of Brazil are met, including: constitutional procedures, an operating permit, cancellation
of the permit, control changes and corporate restructuring of financial institutions. Thus, the analysis regarding the shareholding of
foreign capital in financial institutions will be performed in the same way as the analysis of composition of capital and shareholding,
which financial institutions of national capital are submitted to. However, foreign investors that do not comply with the requirements
and procedures laid down in the regulations of the Central Bank of Brazil may acquire publicly traded non-voting shares of financial institutions
based in Brazil or depositary receipts representing non-voting shares offered abroad. Any investment in common shares would depend on
government authorization. In January 2012, the Central Bank of Brazil authorized us to create an ADR program for our common shares in
the U.S. market. Foreign interest in our share capital is currently limited to 30.0%.
Anti-money
laundering regulations, banking secrecy and financial transactions linked to terrorism
Under
Brazilian anti-money laundering rules and financial operations linked to terrorism, especially Law No. 9,613/98 (as amended by Law No.
12,683/12), Law No. 13,260/16, BCB Resolution No. 119/21, and Circulars No. 4,005/20 and No. 3,978/20, as amended by BCB Resolution No.
282/22, bringing the requirement of informing the address in the client identification stage required in the qualification procedures,
in order to make the products offered operational; identification of the final beneficiary; and identification of the bearer in the case
of operation in specie contribution, and by BCB Resolution No. 344/2023, which establishes cases for disregarding qualification
procedures and classification of clients in purchasing loan operations based on a program instituted by the federal agency promoting the
renegotiation of debts of individuals registered in default databases. The financial institutions must,
among other things:
| · | keep up-to-date records regarding their clients; |
| · | maintain internal controls and records; |
| · | record transactions involving Brazilian and foreign currency, securities, metals or any other asset which
may be converted into money; |
| · | keep records of all transactions made, products and services contracted, including withdrawals, deposits,
contributions, payments, receipts and transfers of resources; and |
| · | keep records and include additional information about withdrawal operations, including those carried out
by means of a check or money order, of individual value equal to or greater than R$50 thousand, as well as inform the Council for Financial
Activities Control (COAF). |
The
financial institution must review transactions or proposals whose characteristics may indicate the existence of a crime and inform COAF
about suspicious operations of the proposed or executed transaction and implement control policies and internal procedures. Records of
multiple transactions must be kept for at least ten years, unless the bank is notified that a CVM investigation is underway, in which
case the ten-year obligation may be extended.
In addition,
as provided by CVM Resolution No. 50/21, as amended, and consolidated in Central Bank of Brazil’s Circular No. 3,978/20, as amended,
the qualification of the politically exposed person was extended. Politically exposed are those who hold or held prominent public positions
in Brazil or abroad during the past five years and their relatives and close associates. Such individuals include heads of state and government,
senior politicians and civil servants, judges or high-ranking military officers, and leaders of state-owned companies or political parties,
members of the Judiciary, Legislative and Executive powers, the Federal Public
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Prosecutor, Minister
of State, members of the Court of Auditors (at federal, state and municipal), as well as individuals who held or still hold relevant positions
in foreign governments.
In addition,
Resolution No. 50/21, among other issues: (i) establishes and details the Anti-Money Laundering Policy, Terrorism Financing and the Financing
of the Proliferation of Weapons of Mass Destruction to be adopted by the people indicated in the Resolution; (ii) lays down the methods
and procedures of organization and internal controls; and (iii) indicates the responsibilities of the officer responsible for compliance
with the rules provided for in the Resolution, as well as the responsibilities of the senior management of the entity.
In 2008,
the Central Bank of Brazil expanded the applicable rules for controlling financial transactions related to terrorism. Law No. 12,683/12,
a more rigorous standard has been established for money laundering offenses. According to the new law, any offense or misdemeanor –
and not only serious offenses, such as drug traffic and terrorism – may be deemed as a precedent to the money laundering offense.
Additionally, the law expands, to a great extent, the list of individuals and legal entities subject to the control mechanisms of suspicious
transactions, which need to notify the COAF, including, among them, companies providing advisory or consulting services to operations
in the financial and capital markets, under the penalty of fines of up to R$20.0 million. We have an obligation to send to the regulatory
or inspection agency information regarding the existence or non-existence of suspicious financial transactions and other situations that
generate the need for communications.
The
Central Bank of Brazil changed the procedures related to AMLTF to be adhered to by the payment institutions, in order to meet international
requirements set forth under the scope of the Financial Action Task Force (FATF), which is the body responsible for establishing AMLTF
standards to be adhered to by the countries of the G20. Accordingly, in addition to the AMLTF procedures already required, payment institutions
must also adopt procedures and controls to confirm the client’s identification and implement AMLTF risk management systems. CVM
Resolution No. 50/21 which also replaced Normative Instruction No. 617/19, states the standards of AMLTF, with definition of the functions
of the responsible officer, definition of the stages linked to conducting the policy of getting to know your client and greater details
on the warning signs to be monitored, and the points that must integrate the analysis of the operation or atypical situation detected.
Also
in 2014, SUSEP established the Permanent Committee on Anti-money Laundering and Combating Terrorism Financing in the Insurance, Reinsurance,
Capitalization and Private Pension Plan Markets (CPLD). The CPLD is a permanent governing body acting to prevent money laundering and
curtail terrorism financing, both in connection with SUSEP and the insurance, reinsurance, capitalization and private pension plan markets.
In March
2019, Law No. 13,810/19 was enacted, which deals with the enforcement of sanctions imposed by the resolutions of the United Nations Security
Council (CSNU), regulated by BCB Resolution No. 44/20, having operational clarifications of its procedures made by Normative Instruction
No. 262/22.
In January
2020, the Central Bank of Brazil issued Circular No. 3,978/20, as amended, as specified below. This Circular revoked Circular No. 3,461/09,
enhancing the policy, procedures and internal controls to be adopted to give greater efficiency to the procedures practiced in the prevention
of money laundering and terrorist financing. Among the main guidelines introduced by Circular No. 3,978/20, we highlight:
| · | Internal risk assessment: guidelines that the regulated institutions use as subsidy, when available,
the evaluations carried out by public entities of the country concerning the risk of money laundering and terrorist financing; |
| · | Registration of operations: maintenance of records of all operations, products and services contracted,
including withdrawals, deposits, contributions, payments, receipts and transfers of resources, including the operations carried out in
the context of the institution itself, indicating information enabling the identification of the parties of each operation and origin
and destination of resources in cases of payment transactions, receipts and transfer of resources; |
| · | Operations in kind: a guideline was included requiring the inclusion of the identity of the sender
where operations involving resources in kind of individual value exceed R$2 thousand; |
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| · | Procedures to get to know clients: enhancement and inclusion of new procedures destined to get
to know clients, in order to understand the identification, qualification and classification of the client compatible with the risk profile
and nature of the business relationship, in addition to the possibility, if necessary, of cross-checking information collected with those
available on databases of public or private character. These procedures of identification and qualification shall also be adopted for
managers of corporate clients and representatives of clients, compatible with the function exercised; |
| · | Politically Exposed People: expansion of the group of people characterized as politically exposed
to the Executive, Legislative and Judicial Powers, the Public Attorney’s Office and, in terms of state companies, at federal, state
and municipal levels; |
| · | Guidelines for hiring: inclusion in the AMLTF policies of guidelines for the selection and hiring
of employees, partners and service providers considering the risk of money laundering and terrorist financing; |
| · | Relationship with third parties: inclusion of forecast that if the institution establishes a business
relationship with third parties not subject to the operating permit from the Central Bank of Brazil, the institution’s access to
the identification of the final recipients of resources for purposes of the AMLTF must be stipulated in the contract; and |
| · | Monitoring procedures: inclusion of specific situations to the non-exhaustive list of operations
that, considering the parties involved, the values, the forms of implementation, the instruments used or the lack of economic or legal
basis, may establish the existence of solid evidence of suspected money laundering or terrorist financing. |
BCB
Resolution No. 119/21 regulated new themes, with the objective of improving some regulatory points, in order to enable adequate and effective
compliance with the rules established by Circular No. 3,978/20 of the Central Bank of Brazil, which are:
| · | Requirement of the address information in the client identification stage: obtaining information
from the client’s place of residence, in the case of a natural person, or from the place of the head office or branch, in the case
of a legal entity, is now only required in the client’s qualification procedures, in order to make it possible to operate some of
the products offered; |
| · | Identification of the final beneficiary: in order to conform to Circular No. 3,978/20 to the CVM
regulations on AMLTF, some exceptions have been made to the need to identify the final beneficiary. Thus, except for the need to identify
the final beneficiary, for example (i) legal entities characterized as an open company, non-profit entities and cooperatives; (ii) the
investment funds registered in the CVM, constituted in the form of a closed condominium, the quotas of which are traded on an organized
market, in addition to (iii) certain non-resident investors; and |
| · | Identification of the holder: in the case of operation with the use of in-kind resources performed
by a security and protection company, the identification of the natural person carrying the resources is not effective for AMLTF purposes,
especially in view of the number of changes in the person who actually holds the resources. In this way, BCB Resolution No. 119/21 changed
the sense of considering the security and protection company as the carrier of the resources. |
In August
2020, SUSEP issued Circular No. 612/20, amended by Circular No. 622/21, which provides on the policy, procedures and internal controls
intended specifically for preventing and combating the crimes of money laundering or concealment of assets, rights and values, or the
crimes that they can relate to, as well as preventing and combating the terrorism financing.
Anticorruption
Law
In August
2013, Law No. 12,846/13 was enacted to regulate civil and administrative liability of legal entities for performing acts against public
management, either domestic or foreign. Based on this legal provision, legal entities shall be strictly liable, in both the administrative
and civil spheres, for the practice of harmful acts in their exclusive or non-exclusive interest or benefit.
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The
Decree No. 11,129/22 regulates the application of Law No. 12,846/13. Among others, it establishes the guidelines with respect to the calculation
of the fines to be imposed in cases involving corruption scandals. The basis of calculation for the application of financial penalty will
be the gross legal entity billing in the last year prior to the establishment of the Administrative Accountability Procedure, excluding
taxes. Articles 22 and 23 of the Decree relate to the "compromise" of the fine, providing for "mitigating" and "aggravating”
factors. In the first case, there are provisions regarding the non-consummation of the infraction, compensation for damages, level of
cooperation, non-existence or lack of proof of advantage and damage resulting from the injurious act, spontaneous communication, preparation
of the program of governance and internal structure of compliance; in the second, as “aggravating factors”, it provides for
the continuity of the conduct during the relevant period, number of harmful acts, any tolerance by the Board of the company, suspension
of construction or public service and positive economic situation, recurrence. If it is not possible to use the revenue as a parameter
for the calculation of the fine, the values to be applied may be between R$6 thousand, minimum, and R$60 million, maximum. An additional
3% fine will be levied if within five years of the “corrupt” conduct such “corrupt” conduct is repeated.
Audit
partner rotation requirements
Under
Brazilian regulations, all financial institutions must:
| · | be audited by an independent accounting firm; and |
| · | have the specialist in charge, officer, manager or audit team supervisor periodically replaced without
the need to change the independent auditor firm itself. Rotation must take place after five fiscal years at most and replaced professionals
may be reintegrated three years later. Terms of responsible specialists, officers, managers or audit team supervisors begin on the day
the team begins work on the audit. |
Each
independent accounting firm must immediately inform the Central Bank of Brazil of any event that may materially adversely affect the relevant
financial institution’s status.
According
to BCB Resolution No. 130/21, as amended, payment institutions that are registered as publicly-held companies and are conglomerate leaders
classified within Segment S1, S2 or S3 should constitute a statutory body called the Audit Committee, which will be responsible for the
fulfillment of the attributions and responsibilities of the Resolution.
For
the entities regulated by SUSEP, the applicable standards determine the replacement of the actuary and members responsible for the independent
accounting audit, every five fiscal years (Article 107 of CNSP Resolution No. 432/21). According to Article 119, VIII, of aforementioned
CNSP Resolution No. 432/21, amended by CNSP Resolution No. 448/22, both revoked CNSP Resolution No. 321/15, the member responsible for
the independent accounting audit is the technical responsible, officer, manager, supervisor or any other member in a management function
that is a member of the team responsible for independent accounting audit work. A member responsible for the independent accounting audit
can only return three years after being replaced.
For
the entities regulated by ANS, the applicable standards in effect since 2016 determine that the professional responsible for signing the
auditors’ report should change at least every five fiscal years, requiring a minimum interval of three years from its replacement.
The
members of the Board of Directors, elected in the form of Article 141, paragraph 4 of the Brazilian Corporate Law, will have veto rights,
provided that it is in a substantiated manner, the appointment or removal of the independent accounting firm.
Auditing
requirements
Because
we are a financial institution and registered with the local stock exchange, we are required to have our financial statements, prepared
in accordance with BR GAAP, audited every six months, applicable to institutions authorized to operate by the Central Bank of Brazil.
Quarterly financial information filed with the CVM is also subject to review by independent auditors. Additionally, as required by CMN
Resolution No. 4,818/20, we are required to publish annual consolidated financial statements prepared in accordance with
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IFRS, accompanied by
the independent auditors’ report and the management report on social business and the main administrative facts for the period.
Resolution
No. 4,818/20 consolidates the general criteria for the preparation and disclosure of financial statements and other institutions authorized
to operate by the Central Bank of Brazil, with the exception of the managers of consortium and payment institutions. These institutions
must draw up and publish annual financial statements relating to the fiscal year, and semiannual, relating to the six months ended June
30 and December 31, which are: (i) balance sheet; (ii) income statement; (iii) comprehensive statement of income; (iv) statement of cash
flows; and (v) statement of changes in stockholders’ equity.
In addition,
in December 2020, the CMN enacted Resolution No. 4,877/20 which contains provisions on the general criteria for the measurement and recognition
of social and labor obligations by institutions authorized to operate by the Central Bank of Brazil (except consortium managers and payment
institutions). With this resolution, the authorized institutions are obliged to recognize as a monthly liability, when drawing up trial
balance or balance sheets, the values due on the portions of the results of the period allotted or to be allotted to employees, managers
or to funds and assistance and other obligations with employees.
The
independent auditors must also declare to the audited company’s management that their provision of these services does not affect
the independence and objectivity required for external auditing services.
CMN
issued CMN Resolution No. 4,910/21, which revoked Resolution No. 3,198/04, establishing that financial institutions and other institutions
authorized to operate by the Central Bank of Brazil that (i) are registered as an open company; (ii) are leaders of a prudential conglomerate
classified in Segment S1, S2 or S3, according to specific regulations; or (iii) meet the criteria laid down in the specific regulations
for the framework in S1, S2 and S3, in which they must constitute a statutory body called “audit committee”.
This
resolution defined the minimum requirements to be observed by financial institutions when electing members for the Audit Committee, establishing
the composition, mandate, and duties.
The
Audit Committee is responsible for recommending to the Board of Directors which independent accounting firm to engage, reviewing the company’s
financial statements, including the notes thereto, and the auditors’ opinion prior to public release, evaluating the effectiveness
of the auditing services provided and internal compliance procedures, assessing Management’s compliance with the recommendations
made by the independent accounting firm, among other matters. Our Bylaws were amended in December 2003 to stipulate the existence of an
Audit Committee. In May 2004, our Board of Directors approved the internal regulations for the Audit Committee and appointed its first
members. Our Audit Committee has been fully operational since July 2004.
The
Audit Committee shall keep at the disposal of the Central Bank of Brazil and of the board of directors the Audit Committee’s report
for a minimum period of five years, counted from its preparation. In addition, institutions should disclose, together with their individual
and consolidated, semi-annual and annual financial statements, a summary of the audit committee’s report, showing the main information
contained in this document.
Operations
in other jurisdictions
We have
branches and subsidiaries in several other jurisdictions, such as New York, Florida, London, Grand Cayman Islands, Hong Kong, Mexico,
Guatemala and Luxembourg. The Central Bank of Brazil supervises Brazilian financial institutions’ foreign branches, subsidiaries
and corporate properties, and prior approval from the Central Bank of Brazil is necessary to establish any new branch, subsidiary or representative
office or to acquire or increase any interest in any company abroad. In any case, the subsidiaries’ activities should be complementary
or related to our own principal activities. In most cases, we have had to obtain governmental approvals from local central banks and monetary
authorities in foreign jurisdictions before commencing business. In each jurisdiction in which we operate, we are subject to supervision
by local authorities.
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Asset
management
In August
2004, the CVM issued Instruction No. 409/04, consolidating all previous regulations applicable to fixed-income asset funds and equity
mutual funds. Prior to this ruling, fixed-income asset funds were regulated by the Central Bank of Brazil, and equity mutual funds were
regulated by the CVM.
In December
2014, the CVM enacted Instruction No. 555/14, which replaced Instruction No. 409/04, in order to improve electronic communications, rationalize
the volume, content and manner of disclosing information, and to make investment limits less rigid for certain financial assets, particularly
foreign financial assets.
In December
2022, CVM issued Resolution No. 175/22, which replaced Instruction No. 555/14, with the aim of modernizing the regulatory framework for
investment funds, systematizing and regulating the innovations brought by Law No. 13,874, of September 20, 2019, in order to improve the
regulatory framework for investment funds. known as the “Law of Economic Freedom”. In general, it establishes higher standards
of transparency, governance, criteria for the composition of investment portfolios and defines the rights and responsibilities of the
shareholders and service providers, seeking to provide greater legal certainty to the participants of the capital market.
In addition
to the above, CVM Resolution No. 175/22, as amended, among the changes provided by the said Resolution, highlights (i) the possibility
of the fund to define whether the liability of the shareholders will be limited or unlimited to the value of the quotas; (ii) the liability
of the essential service providers (administrators and managers) and other service providers of the fund, who will respond to the CVM
in their respective spheres of activity, for their own acts and omissions contrary to the law, the regulation of the fund or the current
regulation; (iii) the creation of different classes of quotas, with different rights and obligations, and must belong to the same category
as the fund; (iv) determines that all portfolio assets are identified by an ISIN (International Securities Identification Number) code
in order to establish an international standardization in the identification of financial assets, assigning each asset traded on the market
a unique identification code; and (v) possibility of investing in new asset classes, such as cryptoassets, decarbonization credits and
carbon credits.
Pursuant
to Resolution No. 175/22, securities, as well as other financial assets which are an integral part of the investment fund portfolio, should
be duly registered in the registration system with a custodian or central depository, in all cases, with institutions duly authorized
by the Central Bank of Brazil or the CVM to carry out such activities, in their respective areas of competence.
Broker
and dealer firms
Broker
and dealer firms are part of the SFN and are subject to CMN, Central Bank of Brazil and CVM regulation and supervision. Brokerage and
distribution firms must be authorized by the Central Bank of Brazil and are the only institutions in Brazil authorized to trade on Brazil’s
stock exchanges. Both brokers and dealers may act as underwriters for public placement of securities and engage in the brokerage of foreign
currency in any exchange market.
Brokers
must observe B3 rules of conduct previously approved by the CVM, and must designate an executive officer responsible for observance of
these rules.
Broker
and dealer firms may not:
| · | with few exceptions, execute transactions that may be characterized as the granting loans to their clients,
including the assignment of rights; |
| · | collect commissions from their clients related to transactions of securities during the primary distribution;
or |
| · | acquire assets, including real estate properties, which are not for their own utilization, with certain
exceptions. |
Broker
and dealer firms’ employees, managers, partners, controlling and controlled entities may trade securities on their own account only
through the broker they are related to.
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In March
2022, CMN Resolution No. 5,008/22 totally revoked CMN Resolution No. 4,750/19, which amended the regulation applicable to brokers and
distributors, allowing their role as issuers of electronic money. The new Resolution provisions on the constitution, organization and
operation of securities dealers and brokers (CTVM) and of securities’ distributors and brokers (DTVM).
Internet
brokerage services
The
CVM approved regulations on Internet brokerage activities, which may be carried out only by registered companies. Brokers’ website
must contain details of their systems, fees, security and procedures for executing orders. They must also contain information about how
the market functions generally and the risks involved with each type of investment offered.
Brokers
that carry out transactions over the Internet must guarantee the security and operability of their systems, which must be audited at least
twice a year.
Leasing
The
basic legal framework governing leasing transactions is established by Law No. 6,099/74, as amended (the Leasing Law) and related regulations
issued periodically by the CMN. The Leasing Law provides general guidelines for the incorporation of leasing companies and the business
activities they may undertake. The CMN, as the regulator of the Financial System, is responsible for issuing Leasing Law related regulations
and overseeing transactions made by leasing companies. Laws and regulations issued by the Central Bank of Brazil for financial institutions
in general, such as reporting requirements, capital adequacy and leverage regulations, asset composition limits and treatment of doubtful
loans, are also applicable to leasing companies.
The
accounting criteria applicable to leasing operations contracted by consortium managers and by payment institutions authorized to operate
by the Central Bank of Brazil are set out in BCB Resolution No. 178/22.
Insurance,
health and pension plans regulation
Principal
regulatory agencies
National
Private Insurance Council (CNSP)
The
National Private Insurance Council (CNSP) is the agency responsible for establishing the guidelines and standards of private insurance
policy. The agency is composed of representatives of the Ministry of Finance, the Ministry of Justice, the Ministry of Social Security
and Social Assistance of the Superintendence of Private Insurance, the Central Bank of Brazil and the CVM.
In addition
to laying down the guidelines and standards of private insurance policy, it is the responsibility of the CNSP:
| · | to regulate those exercising activities, subordinate to the National Private Insurance System, as well
as the application of penalties; |
| · | to establish the general characteristics of insurance, open private pension, capitalization and reinsurance
contracts; |
| · | to establish the general guidelines of reinsurance operations; and |
| · | to prescribe the criteria for the establishment of Insurance Companies, of Capitalization, Open Private
Pension Entities and Reinsurers. |
Private
Insurance Superintendence (SUSEP)
SUSEP
is responsible for implementing and overseeing CNSP’s policies and ensuring compliance with such policies by insurance companies,
insurance brokers and insured individuals. SUSEP is linked to the Ministry of Finance and was created by Decree-Law No. 73 of November
1966.
Thus,
for insurers to operate, they need government approval, as well as specific approval from the SUSEP to commercialize each of their products,
where they may underwrite policies either directly to consumers or through qualified brokers (Article 13 and paragraph 2 of Law No. 4,594/64).
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SUSEP
is responsible for:
| · | Supervising the constitution, organization, functioning and operation of insurance companies, of capitalization,
open private pension entities and reinsurers; |
| · | Complying with and enforcing the deliberations of the CNSP and performing the activities delegated by
it; |
| · | Acting in order to protect the acquisition of popular savings that are made through the operations of
insurance, open private pension, and of capitalization and reinsurance; |
| · | Promoting the improvement of institutions and operational instruments; |
| · | Promoting the stability of the markets under its jurisdiction, ensuring their expansion and the operation
of the entities that operate in them; |
| · | Ensuring the liquidity and solvency of companies that make up the insurance market; and |
| · | Ensuring the protection of consumer interests of the markets supervised. |
National
Supplemental Health Agency (ANS)
The ANS
is a municipality linked to the Ministry of Health, with operations throughout Brazil, as an agency of regulation, standardization, control
and supervision of activities that ensure the qualification of health care in the supplemental health sector.
The main
initiatives of ANS are to stimulate the quality of the supplemental health sector and encourage programs to promote and prevent diseases
in the sector in which it operates.
To fulfill
its objectives, the following are incumbent upon the ANS:
| · | Regulation of the Supplemental Health Care, creating general policies and guidelines, actions to standardize
and foment actions that aim to protect the public interest and the sustainability of the supplemental health care market; |
| · | Qualification of the supplemental health care, creating policies, guidelines and actions that seek, among
others the qualification of the sector, in relation to the regulated market; and |
| · | Institutional Articulation, creating policies, general guidelines and actions to optimize the internal
and external institutional relations enabling the effectiveness of the regulatory process. |
Insurance
Regulation
The
Brazilian insurance business is regulated by Decree-Law No. 73/66, as amended, which created two regulatory agencies, the CNSP and SUSEP.
SUSEP is responsible for implementing and overseeing CNSP’s policies and ensuring compliance with such policies by insurance
companies, capitalization companies, open private pension entities, insurance brokers, reinsurers and the insured persons. Insurance
companies require government approval, as well as specific approval from SUSEP to offer each of their products. Insurance companies may
underwrite policies both directly to consumers and through qualified brokers (Article 13 of Law No. 4,594/64).
Insurance
companies must set aside reserves in accordance with CNSP criteria. Investments covering these reserves must be diversified and meet certain
liquidity, solvency and security criteria, rules for which were consolidated by CNSP Resolution No. 321/15, revoked by CNSP Resolution
No. 432/21, later amended by CNSP Resolution No. 448/22 and No. 453/22. The insurance companies are major investors in the Brazilian financial
markets and are subject to CMN rules and conditions for their investments and coverage of technical reserves.
Insurance
companies may not, among other activities:
| · | act as financial institutions by lending or providing guarantees; |
| · | trade in securities (subject to exceptions); or |
| · | invest outside of Brazil without specific permission from the authorities. |
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Insurance
companies must operate within certain retention limits approved by SUSEP pursuant to CNSP rules. These rules reflect the economic and
financial situation of insurance companies and the conditions of their portfolios. Insurers must also meet certain capital requirements
as provided by SUSEP regulations.
Under
Complementary Law No. 126/07, the ceding party (local insurer or reinsurer) must offer local reinsurers preference when contracting reinsurance
or retrocession in the percentage of 40% of risks ceded.
The
Complementary Law also places more severe restrictions on ceding risk to foreign reinsurance companies and contracting of insurance abroad.
Insurance companies must reinsure amounts exceeding their retention limits.
Since
CNSP Resolution No. 168/07 was amended by CNSP Resolution No. 353/17, it does not require the insurance company to utilize a minimum number
of local reinsurers. However, in accordance with Article 15 of the CNSP Resolution No. 168/07, the insurance company needed to give preference
to local reinsurers in at least 40% of the assignment of reinsurance agreements to each automatic or optional contract. In addition, as
per CNSP Resolution No. 168/07, there were no more limits on the transference of risks by insurers to companies that belong to its financial
conglomerate. Pursuant to its amendment by CNSP Resolution No. 353/17, it was established that reinsurance and retrocession operations
within the same economic conglomerate should "ensure the effective transfer of risk between the parties" and "take place
under conditions of fair competition".
Subsequently,
Resolution CNSP No. 168/07 was revoked by Resolution CNSP No. 451/22, regulated by Circular No. 683/22, which provides for the transfer
and acceptance of reinsurance and retrocession operations and their intermediation, coinsurance operations, foreign currency operations
and insurance contracts abroad. These rules provide for new rules on preferential offer to local reinsurers, indicating that, for the
purposes of fulfilling the preferential offer, the insurance company should conduct formal consultation with one or more local reinsurers
of their free choice, according to the limits provided for in the legislation.
Resolution
No. 432/21, amended by the Resolution No. 448/22 and No. 453/22, as well as Circular No. 648/21, amended by Circular No. 678/22, provides
for regulating technical provisions, assets which reduce the need for coverage of technical provisions, risk capital, adjusted shareholders’
equity, solvency regularization plans, retention limit, criteria for investments, accounting standards, accounting and independent actuarial
audits, and Audit Committee applicable to insurance companies, open pension fund entities (EAPCs), capitalization companies and reinsurers.
Insurance
companies are exempt from ordinary financial liquidation procedures in case of bankruptcy, and instead follow the special procedure administered
by SUSEP. Resolution CNSP No. 444/22 provides for preventive prudential measures aimed at preserving the stability and soundness of the
National Private Insurance System, of the National Capitalization System and the Supplementary Pension System and ensuring the solvency,
liquidity and regular functioning of those supervised. Financial liquidation may be either voluntary or compulsory.
As was
already the case in relation to entities subject to CMN, SUSEP issued rules in December 2008 with specific internal controls for preventing
and fighting money laundering crimes. These rules include a series of provisions for notifying proposed transactions with politically
exposed individuals and suppression of terrorist financing activities. These rules were subsequently amended and consolidated. CNSP Resolution
No. 416/21 and SUSEP Circular No. 612/20, as amended by SUSEP Circular No. 622/21, are current in force.
Resolution
No. 383/20 issued by CNSP in March 2020, later amended by Resolution No. 454/22 and No. 461/23, established that insurance companies,
EAPCs, capitalizations companies and local reinsurers must record their operations of insurance, open supplementary pension plan, capitalization
and reinsurance, as the case may be, in the registration system (i) previously approved by SUSEP; and (ii) managed by a registration entity
accredited by SUSEP in order to increase the control of the operations carried out by these companies.
There
is currently no restriction on foreign investment in insurance companies.
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Health
insurance
Private
health insurance and health plans are regulated by Law No. 9,656/98, as amended, which we refer to as the “Health Insurance Law”,
containing general provisions applicable to health insurance companies, in accordance with Law No. 10,185/01, and the general terms and
conditions of agreements entered into between health insurance companies and their clients.
The
ANS is responsible for regulating and supervising supplemental health services provided by health insurance companies pursuant to directives
set forth by the Supplemental Health Council (Conselho de Saúde Suplementar).
Until
2001, SUSEP had authority over insurance companies, which were authorized to offer private health plans. Since 2001, pursuant to ANS regulations
and supervision, only operators of private health plans may offer such plans. We created Bradesco Saúde in 1999 to fulfill this
requirement. However, in accordance with the terms of article 1, paragraph 5 of Law No. 10,185/01, the insurance companies specializing
in health insurance will remain subject to the rules on the application of assets guaranteeing the technical provisions issued by CMN.
Private
pension plans
Open
pension plans are subject, for purposes of inspection and control, to the authority of the CNSP and the SUSEP, which are under the regulatory
authority of the Ministry of Finance. The CMN, CVM and Central Bank of Brazil may also issue regulations pertaining to private pension
plans, particularly related to assets guaranteeing technical reserves.
Private
pension entities must set aside reserves and technical provisions as collateral for their liabilities.
EAPCs
and insurance companies have been allowed to create, trade and operate investment funds with segregated assets since January 2006. Notwithstanding
the above, certain provisions of Law No. 11,196/05 will only become effective when SUSEP and CVM issue regulatory texts. In September
2007, CVM issued Instruction No. 459/07, subsequently amended by Instruction No. 587/17, which addresses the setup, management, operation
and disclosure of information on investment funds exclusively related to supplementary pension fund plans. Both were revoked by Resolution
No. 175/22, which provides for the establishment, operation and dissemination of information from investment funds, as well as the provision
of services for the funds. In January 2013, the CMN determined rules to govern the application of reserves, provisions and funds of insurance
companies, capitalization companies and EAPCs. In December 2019, the CMN published Resolution No. 4,769/19, changing the limits for the
investment of resources addressed in Resolution No. 4,444/15. Both standards were subsequently revoked by CMN Resolution No. 4,993/22,
which provides for the rules governing the investment of technical reserve resources, from provisions and funds of insurance companies,
capitalization companies, open supplementary pension entities and local reinsurers, on the investments of resources required in the country
to guarantee the obligations of reinsurers admitted and on the portfolio of Individual Scheduled Retirement Funds (FAPI), later amended
by CMN Resolution No. 5,016/22. In turn, CNSP enacted CNSP Resolution No. 432/21, later amended by CNSP Resolution No. 448/22 and No.
453/22, revoking Resolution No. 321/15, which among various subjects, also regulates the investments by insurers, open entities of supplementary
pension plans, capitalization companies and local reinsurers.
Currently,
in addition to Complementary Law No. 109/01, the main rules governing the activity of open supplementary pension are CNSP Resolution No.
349/17 and CNSP Resolution No. 348/17, SUSEP Circular No. 563/17, SUSEP Circular No. 564/17, both amended by Circular No. 585/19, CNSP
Resolution No. 458/22 and SUSEP Circular No. 685/22.
Reinsurance
Insurance
companies must operate with reinsurers registered with SUSEP, and may, exceptionally, contract out reinsurance or retrocession operations
not authorized to operate in Brazil when local and foreign reinsurers lack sufficient capacity.
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Currently,
due to Decree No. 10,167/19, the Brazilian law provides that the insurer or the cooperative society may concede occasional reinsurers
up to 95% of premiums ceded in reinsurance, based on the totality of its operations in each calendar year. In the same way, the local
reinsurer may also concede up to 95% of the premiums issued relating to risks they have underwritten, also calculated on the basis of
the totality of its operations in each calendar year. It is worth noting that some lines or insurance modalities may have greater or lesser
restrictions on the percentages of premiums that may be ceded in reinsurance.
The
regulation of SUSEP established a minimum compulsory contracting of 15% of the reinsurance ceded, with Brazilian reinsurers. In addition,
it provided a limit to certain lines of up to 75%, so that a Brazilian-based insurer or reinsurer could transfer risks to related or foreign-based
companies belonging to the same financial conglomerate. These limits were revoked when CNSP Resolution No. 353/2017 and CNSP Resolution
No. 451/22 came into force. CNSP Resolution No. 451/22 indicates that, for the purposes of fulfilling the preferential offer related to
Brazilian reinsurers, the insurance company must observe the percentage established in the current legislation, applicable to each automatic
or optional contract. In addition, it establishes that insurance companies should submit to SUSEP, by March 31 of the following calendar
year, technical justification for a percentage of reinsurance assignment in excess of 90%, considering the totality of their operations,
per calendar year. In addition, reinsurance and retrocession operations carried out between companies linked or belonging to the same
financial conglomerate must occur under balanced conditions of competition, and the parties involved will be responsible for demonstrating
compliance with these conditions.
Recently,
CNSP Resolution No. 380/20 extended the list of people who can purchase reinsurance, including: (i) Open Supplementary Pension Fund Entity
(EAPC) (Article 2, paragraph 1); and (ii) Closed Supplementary Pension Fund Entity (EFPC) and operators of private health care plans (Article
2, paragraph 2). Although it was revoked by CNSP Resolution No. 451/22, the provisions in this regard were maintained.
Taxes
on our main transactions
Taxes
on financial transactions (“IOF”)
On
loan transactions
IOF
on loans levied on loan operations have as their taxable event the delivery of the obligation amount or value or its placement available
to borrowers.
Rate
applicable to loans and advances of any type, including credit opening is 0.0041% per day to legal entity borrowers and 0.0082% to individual
borrowers.
The
IOF on loans daily rate will be charged on principal available to borrowers regarding the loans and advances, whereby:
| • | for cases in which the amount of principal is determined, the IOF on loans daily rate shall not exceed
the amount resulting from the daily rate applied to each principal amount, which is expected to be used for the transaction, multiplied
by three hundred and sixty-five days (365); |
| • | for cases in which the amount of principal is not determined before the transaction (revolving credit),
the values of interest and charges that will use the limits of revolving credits, will be part of the principal amount, subject to IOF
on loans rates, so that the calculation base will comprise the sum of daily outstanding debt balances calculated on the last day of each
month. |
Since
January 2008, besides IOF on loans daily rate on the transactions mentioned above, loans and advances have been subject to IOF on loans
additional rate of 0.38% irrespective of the repayment period or whether the borrower is an individual or a legal entity. This way, in
loan operations with defined principal, for legal entities, IOF on loans rate shall not exceed 1.8765% and for individuals, it will not
exceed a 3.373% rate, which corresponds to the result of applying the daily rate to each amount of principal stipulated for the transaction,
multiplied by 365 days, plus an additional rate of 0.38% even if the loan is to be repaid by installment.
IOF
on loans is levied on loan operations between individuals and legal entities domiciled in Brazil, as well as on operations whose creditor
resides in Brazil, even if the debtor is located abroad. However, IOF on loans is not levied on loans where the lender is located abroad,
and the borrower is in Brazil.
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Insurance
transactions
IOF on
insurance levied on insurance operations has as its taxable event the receipt of premium. Applicable rates are as follows:
| · | 0.0% on: (i) reinsurance operations; (ii) operations related to mandatory insurance, linked to residential
housing loans granted by an agent of the national housing system (SFH); (iii) insurance operations for export credits and international
merchandise transportation; (iv) insurance operations entered into Brazil, related to the cover for risks relating to the launch and operation
of the satellites Brasilsat I and II; (v) aeronautical insurance and civil liability of airlines; (vi) premiums intended to finance life
insurance plans with survival coverage; and (vii) guarantee insurance; |
| · | 0.38% of premiums paid, in the case of life insurance and similar policies, for personal or workplace
accidents, including mandatory insurance for personal injuries caused by vehicles or ships or cargo to persons transported or others; |
| · | 2.38% private health insurance business; and |
| · | 7.38% for all other insurance transactions. |
Income
and social contribution taxes on income
Federal
taxes on company profits include two components, income tax known as IRPJ and tax on net income, known as Social Contribution or CSLL,
both calculated on the adjusted net income. Income tax charges are calculated based on a rate of 15.0% plus a surcharge of 10.0% on taxable
income exceeding R$240 thousand per annum, corresponding to a combined rate of 25.0%. Social contribution tax payable by the majority
of financial institutions is calculated based on a rate of 15% as of January 1, 2019.
However,
with the enactment of Constitutional Amendment No. 103/19, as of March 1, 2020, the banks of any kind and the development agencies began
to be subject to the increased rate of 20%. On March 1, 2021, Provisional Measure No. 1,034/21 was enacted, which increases the rates
for Social Contribution by 5% for the majority of financial institutions (including banks of any kind) during the period from July 1,
2021 to December 31, 2021. Provisional Measure No. 1,034/21 was converted into Law No. 14,183/21, which (i) increased to 25% the CSLL
rate on banks of any kind, reduced to 20% as of January 1, 2022; and (ii) maintained the increase in the Social Contribution rate to 20%
for most of the other financial institutions until December 31, 2021, which was subsequently reduced to 15%.
In 2022,
however, Provisional Measure No. 1,115/22 was edited, later converted into Law No. 14,446/22, increasing until December 31, 2022: (i)
from 20% to 21% the CSLL rates on banks of any kind; and (ii) from 15% to 16% for other financial institutions.
Legal
entities in Brazil are taxed based on their global income, and not just the income produced exclusively in Brazil. As a result, profits,
capital gains and other income obtained abroad by Brazilian entities are computed in the determination of their taxable profits on an
annual basis.
As a
rule, affiliates abroad will have their dividends (and not the corporate profit) taxed in Brazil at the time of effective distribution,
except: (i) if they are domiciled in a tax haven or if they adopt a sub-taxation scheme, or (ii) they are treated as subsidiaries. With
regard to the subsidiaries, the controller legal entities in Brazil must: (i) record in sub accounts the investment account, in proportion
to the stake held, the share of the adjustment of the investment value equivalent to corporate profits (calculated before local income
tax), earned by the subsidiaries, directly and indirectly, in Brazil or abroad, concerning the calendar year in which they were calculated
in the balance sheet; and (ii) compute these values in their calculation base of the IRPJ and Social Contribution.
Interest
paid or credited by a company based in Brazil to: (i) an addressee domiciled abroad, whether or not holding equity interest in the company
paying; or (ii) an addressee resident, domiciled or incorporated in a tax haven or locality with a low or privileged tax regime are subject
to the deductibility limits imposed by thin-capitalization and transfer pricing rules.
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Tax
deductions for any payment to a beneficiary resident or domiciled in a country with tax haven are also subject to the following: (i) identification
of the actual beneficiary of the person domiciled abroad; (ii) proof of the ability of the person located abroad to complete the transaction;
and (iii) documented proof of payment of the respective price and of receipt of the assets, rights, or utilization of service.
The
variation in the monetary value of companies’ credit rights and obligations in Brazil due to varying exchange rates can be calculated
on a cash or accrual basis. The election of the tax regime must be exercised in January of each calendar year and may only be altered
during the fiscal year if there is “material variation in the exchange rate”, as published by a Finance Ministry Directive.
PIS
and Cofins
Two
federal taxes are imposed on the gross revenues of legal entities: PIS and Cofins. Nonetheless, many revenues, such as: dividends, equity
earnings from unconsolidated companies, revenues from the sale of non-current assets (investments, fixed assets and intangible assets)
and, in general, export revenues paid in foreign currency are not included in the calculation base for PIS and Cofins. Revenues earned
by corporations domiciled in Brazil are subject to PIS and Cofins taxes corresponding to interest on own capital.
Brazilian
legislation authorizes certain adjustments to the calculation base of those taxes depending on the business segment and on other aspects.
Between
2002 (PIS) and 2003 (Cofins), the government implemented a non-cumulative collection system of PIS and Cofins taxes, allowing taxpayers
to deduct from their calculation basis credits originating from certain transactions. In order to offset these credits, the rates of both
PIS and Cofins were substantially increased. Subsequent to the changes made to PIS and Cofins, as of May 2004, both taxes are applicable
on imports of goods and services when the taxpayer is the importing company domiciled in Brazil.
Since
August 2004, the PIS and Cofins rates due on financial revenues were 0.0%, including those arising from operations carried out for purposes
of hedge, earned by legal entities subject to the system of non-accrual of these contributions. However, Decree No. 8,426/15 establishes
that from July 2015, the rates will be restored to 0.65% regarding the PIS and 4.0% regarding the Cofins. Note that on December 30, 2022,
Decree No. 11,322/22 had been published reducing the related rates to 0.33% and 2.0%, respectively, however, this Decree was revoked on
January 1, 2023 by Decree No. 11,374/23, if the original wording provided for in Decree No. 8,426/15 is reestablished.
On the
other hand, according to the amendments made by Decree No. 8,451/15 to Decree No. 8,426/15, the contributions to PIS and Cofins are subject
to a zero tax rate, specifically in relation to financial revenues arising from: (i) monetary variation, depending on the exchange rate,
of export operations of goods and services, as well as obligations incurred by the legal entity, including loans and financing; and (ii)
hedge operations carried out on the stock exchange, of commodities and of futures, or in the organized OTC market. Certain economic activities
are expressly excluded from the procedures of the non-accrual collection of the PIS and Cofins. This is the case of financial institutions,
which shall remain subject to PIS and Cofins by the “accrued” procedures, which does not permit the discount of any credits,
as provided by Article 10, paragraph I, of Law No. 10,833/03. Despite this impossibility of accrual of credits, the legislation in force
enables the exclusion of certain expenditure in the calculation by such entities of the bases of calculation of the PIS and Cofins (as
is the case, for example, of the expenses incurred by the banks in financial mediation operations and expenditure on severance payments
corresponding to accidents occurring in the case of private insurance companies). In such cases, the income received by the financial
institutions is subject to Contribution to the PIS and Cofins at the rates of 0.65% and 4.0%, respectively.
In July
2010, the Brazilian tax authorities introduced digital tax records (Escrituração Fiscal Digital – EFD) for PIS and
Cofins taxes, which must be adopted, including by financial institutions.
In 2023,
the National Congress approved PEC No. 45/19 responsible for the Tax Reform in Brazil, resulting in Constitutional Amendment No. 132/23.
This Constitutional Amendment reorganizes the taxation on consumption in Brazil, having as main milestone the replacement of five current
taxes (PIS, COFINS, ICMS, ISS and IPI) by a Value Added Tax (VAT) rate, divided into two: (i) the Contribution on Goods and Services
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(CBS), which will be
allocated to the Government, and (ii) the Goods and Services Tax (IBS), which will go to states and municipalities.
In this
sense, after the end of the transition process of the Tax Reform, starting in 2026, the social contributions, PIS and COFINS, will cease
to exist, being replaced by the Contribution on Goods and Services (CBS).
At the
moment, we cannot estimate the impacts that the implementation of the Tax Reform approved by PEC No. 45/19 will have on the operations
developed by the company. In this sense, although taxation on consumption has undergone significant changes, which may result in a possible
increase in the tax burden, there is no way of predicting the impacts on the gross margin of the company.
Compliance
with the Foreign Account Tax Compliance Act (FATCA) and Common Reporting Standard (CRS) (Tax Compliance Laws for Foreign Accounts)
Based
on the commitment to observe the laws and regulations applicable to their business, we comply with the criteria established by the international
treaties, FATCA and CRS, which aim to combat and curb tax evasion, money laundering and terrorist financing.
Established
by the United States government and with the aim of identifying the financial accounts of American taxpayers residing in other countries,
the FATCA law was published in Brazil through Decree Law No. 8,506/15, of the Executive Branch.
The
CRS, conceived under the coordination of the OECD (Organization for Economic Co-operation and Development) with the participation of the
main countries of the world, was released by the Brazilian Federal Revenue Service, through Normative Instruction No. 1,680/16, following
the same guidelines as the American Fatca Law, that is to identify the financial accounts of taxpayers from foreign countries who are
acceding to the agreement.
To meet
national and international requirements, internal compliance standards were established to highlight the transparency of information and
to adopt effective measures to control, monitor and improve existing processes.
Centralized
Registration and Deposit of Financial Assets and Securities
In August
2017, the Brazilian Congress converted Provisional Measure (PM) No. 775/17, issued by the President of Brazil in April 2017, into Law
No. 13,476/17. The new law consolidates the provisions on the creation of liens over financial assets and securities. On the same day,
the CMN issued Resolution No. 4,593/17, as amended, to regulate the provisions set by Law No. 13,476/17 and consolidate the regulation
on centralized deposits and registry of financial assets and securities issued or owned by financial institutions and other institutions
authorized to operate by the Central Bank of Brazil. Resolution No. 4,593/17, as amended, presents a clearer definition of financial assets
which includes, in addition to traditional financial instruments such as certificates and bank deposit receipts, credit securities subject
to discount and credit card receivables. In addition, the rule establishes that the record of financial assets and securities is (i) applicable
to bilateral operations (meaning operations directly with clients), with some exemptions in certain situations; and (ii) the centralized
deposit is applicable to credit securities with payment obligations and securities issued by financial institutions or other institutions
authorized to operate by the Central Bank of Brazil as a condition for engaging in certain negotiations and in the assumption of custody.
The Central Bank of Brazil will issue regulations governing the implementation of such rules, including the creation of an electronic
system for the constitution of liens and encumbrances.
As of
December 2020, by means of BCB Normative Instruction No. 61/20, the financial institutions and other institutions authorized to operate
by the Central Bank of Brazil should inform the standardized identifier of the loan (IPOC), dealt by in Circular No. 3,953/19, as amended
by BCB Resolution No. 36/20, in the registry of financial instruments representative of loan and leasing operations, including those subject
to assignment of credit, chattel and portability and in the form of credit rights, in systems of registration and financial settlement
of assets authorized by the Central Bank of Brazil.
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In March
2023, the Central Bank of Brazil issued BCB Resolution No. 308/23, which provides for the conditions for the exercise of the activities
of registration and centralized deposit of real estate receivables by central financial asset registrars and depositories. Among these
conditions, the said Resolution provisions that the contracts must establish, among others, that the real estate receivables of the enterprise
will be registered or deposited exclusively in the registered entity or in the contracted central depositary, whereby portability is admitted.
For
the purposes of BCB Resolution No. 308/23, the real estate credit right constituted or to be constituted is considered receivable, which
is the result of a purchase and sale contract or a promise of purchase and sale, with or without the issuance of a Mortgage Bond (CCI),
agreed between syndicator or developer and purchaser or committed purchaser of an autonomous real estate unit or lot.
| b) | main aspects related to compliance with legal and regulatory obligations related to environmental and
social issues by the issuer |
Sustainability
is one of the strategic drivers of Bradesco, because we understand that the management of environmental, social and governance (ESG or
ASG in Portuguese) issues has become key to our survival and growth in an environment that is increasingly dynamic and challenging. As
we seek to generate shared and long-term value for investors, employees, suppliers, clients and society, we also contribute to the sustainable
development of the country.
Guidelines
and governance
Our
actions are guided by a set of policies and standards which incorporate best practices in sustainability management and which also govern
our voluntary commitments.
Our
Corporate Sustainability Policy aims to promote our sustainability goals and guide the actions related to the socio-environmental factors
of our business. Other policies and rules incorporate these guidelines, consolidating the practices of social and environmental responsibility,
including from a risk management perspective.
The
Socio-Environmental and Climate Responsibility Standard (PRSAC) defines the main compliance procedures for the socio-environmental and
climate criteria governing our business, relationships with stakeholders and the overall governance of the theme. The Social, Environmental
and Climate Risk Standard establishes the scope and approach to managing these risks, covered in more detail in the section on “Social,
environmental and governance criteria in business decisions”.
The
main governance body presiding over the topic is the Sustainability and Diversity Committee, which includes members of the Board of Directors
and of the Board of Executive Officers, including the CEO. The Committee is advised by the Sustainability Committee, an executive body
composed of officers and managers of various areas, ensuring the implementation of the strategy, monitoring the execution of projects
and their impact on our performance. From the perspective of socio-environmental risk, the main decision-making forums are the Executive
Risk Management Committee and the Integrated Risk Management and Capital Allocation Committee.
Sustainability
Strategy
In line with the Sustainable
Development Goals (SDGs) prioritized by the Organization, our sustainability strategy is based on promoting a change agenda focused on
three important themes:
Sustainable business |
Climate change |
Financial citizenship |
To drive businesses with a positive impact that foster socio-environmental development. |
To ensure that our businesses are prepared for climate challenges, raising awareness and engaging our clients about risks and opportunities. |
To promote education and financial inclusion to leverage socioeconomic development. |
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65 – Reference Form – 2023 | |
These
strategic objectives are aligned to the 2030 Agenda of the United Nations and incorporate the commitment to contribute to the Sustainable
Development Goals (SDGs), with an emphasis on six goals that we prioritize:
4
– Quality education
5
– Gender equality
8
– Decent work and economic growth
9
– Industry, innovation and infrastructure
10
– Reduced inequalities
13
– Climate action
Voluntary
commitments
We adhere
to internationally recognized business initiatives and voluntary commitments, such as: Global Compact,
Sustainable Development Goals (SDGs), Equator Principles, Principles for Responsible Investment
(PRI), Principles for Sustainable Insurance (PSI), Principles for Banking Responsibility (PRB), Women’s Empowerment Principles (WEPs),
Investors for the Climate (IPC), Partnership for Carbon Accounting Financials (PCAF), among others.
We commit
to raising awareness and financing of our clients in the transition to a low-carbon economy and adhere to the Net-Zero Banking Alliance
(NZBA), committing to decarbonize our loan and investment portfolios to achieve zero net emissions by 2050.
Social,
environmental and climate criteria to business decisions
We seek
to incorporate and to constantly improve the analysis of the social, environmental and climate criteria to the business decisions, as
well as to the offer of credit, investments and insurance.
Credit
We have
a governance structure, comprised of committees, policies, standards and procedures, which is intended to identify, measure, mitigate,
monitor and report social, environmental and climate risks. This structure complies with the Central Bank of Brazil’s Resolutions
and observes the principles of relevance and proportionality, which are necessary given the complexity of financial products and the profile
of our activities.
Following
an institutional governance, the area of Socioenvironmental and Climate Risk Analysis and Control conducts processes for the evaluation
of operations and clients, formulation of socio-environmental risk rating, and monitoring of activities, according mainly to the scope
and criteria indicated in the Social, Environmental and Climate Risk Standard, in addition to the requirements and obligations established
by Brazilian laws and regulations.
Investment
Bradesco
Asset, in accordance with the guidelines of its Responsible Investment Policy, adopts an analysis methodology that considers Environmental,
Social and Governance factors (ESG) for all types of assets under its management. This methodology, applied to both private and public
securities, allows a more comprehensive assessment of risks and opportunities, aligning asset management with the principles of sustainability
and social responsibility.
For
private securities, the methodology takes into account the relevant topics of each sector, identifying the risks and opportunities that
companies face. In the case of public securities, indicators are considered that assess regulatory quality and public policies aimed at
providing basic services to the population, environmental conservation and reducing social inequality. Thus, Bradesco Asset incorporates
socio-environmental aspects in its business, with the aim of providing superior and sustainable returns in the management of its clients’
investments.
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In addition,
Bradesco Asset strives to engage companies and business partners to adopt best practices in their respective sectors. Annually, it publishes
the results of this work in the Transparency Report of Principles for Responsible Investment (PRI), to which it is a signatory.
Bradesco
Asset offers funds with strategies dedicated to ESG in various modalities, such as variable income, fixed income and fund of funds. Among
the local funds, the FIA Corporate Sustainability, with variable income, and the Private Credit Performance SRI 20, with fixed income
are featured. In addition, Bradesco Asset has other funds that adopt different active management strategies, combining local and global
action strategies, such as the FIC FIA ESG Global BDR Level I and the FIC MM ESG Global.
In 2023,
Bradesco Asset managed R$659.2 billion in investment funds, of which R$658.7 billion were evaluated considering ESG issues, representing
99.9% of the total assets.
Insurance
Grupo
Bradesco Seguros integrates ESG aspects into its business by offering widely diversified and accessible solutions, products and services,
seeking to further our commitment to contribute towards the country’s sustainable development. Therefore, since 2012, Grupo Bradesco
Seguros has integrated into its business the Principles for Sustainable Insurance (PSI) and its voluntary commitment to the United Nations
Environment Programme Finance Initiative (UNEP-FI), which seeks to continuously evaluate the demand for financial and insurance products
that offer adequate solutions to clients, both in order to boost a low-carbon economy and protect clients from the impacts of, or adapt
them to, the transformations originating from climate change. The Group also participates as a member of the UNEP-FI Global Steering Committee.
In May
2022, the Group signed the Task Force Climate-Related Financial Disclosures (TCFD) commitment initiative that seeks to develop and implement
recommendations for the dissemination and analysis of risks and opportunities related to climate issues and the way they are managed.
In
addition, the Group has its own Sustainability Committee, subject to the Steering Committee of Bradseg Participações S.A.,
which relies on the participation of the Executive Officers and Superintendents of the companies of the Company. The committee aims to
propose strategies and solutions fostering the implementation of sustainability best practices to the activities and business of
the Company, of Associates and Subsidiaries, contributing towards their capacity of adding value in the long run. Bradesco
Seguros also has an area dedicated to the Socio-environmental and Climate Risk Management, which reports to its Risk Committee and, via
the latter, to the Boards of Executive Officers of the business units on the evolution of sustainability risks (social, environmental
and related to climate change).
The
Group is also governed by its own Sustainability Policy and internal rules on Social and Environmental
Responsibility and Socio-environmental Risk, which adopt environmental, social and governance criteria in the monitoring of the processes
and operations of the companies of Grupo Bradesco Seguros.
| c) | reliance on patents, trademarks, licenses, concessions, franchises, contracts of royalties relevant
to the development of the activities |
No reliance
on patents, trademarks, licenses, concessions, franchises, contracts of royalties relevant to the development of the Bradesco activities.
| d) | financial contributions, with indication of the respective values, made directly or through third parties: |
| i. | in favor of occupiers or candidates for political positions |
| ii. | in favor of political parties |
| iii. | to fund the exercise of influence activity in public policy decisions, especially in the content of
normative acts |
According
to the provisions of Law No. 9,504/1997 (Electoral Law) and Law No. 9,096/1995 (Political Party Law), and in our “Bradesco Integrity
Program” Standard donations of legal entities to candidates or political parties are
prohibited, therefore, Bradesco Organization and its jointly or individually controlled companies are expressly prohibited from making
any political donations.
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67 – Reference Form – 2023 | |
Although
donations by Individuals are allowed, it is recommended to all who exercise statutory functions in the Bradesco Organization to refrain
from making personal donations to electoral campaigns, extending the same recommendation to those who are inserted in their circle of
economic dependence.
The
Bradesco Integrity Program standard is available on the Bradesco RI website https://www.bradescori.com.br/en/corporate-governance/compliance-and-ethics/integrity-program/.
1.7
– Countries from which the issuer generates significant revenue
Bradesco
does not get relevant revenues from its holdings in foreign countries.
1.8
– Foreign countries disclosed in item 1.7, describing relevant impacts arising from the regulation of these countries on the issuer's
business
Since
they do not provide relevant revenues, specific regulations of the countries where Bradesco has business do not have relevant impacts
on the operations of the Bank.
1.9
– Environmental, social and corporate governance (ESG) information, indicate:
a)
If the issuer discloses ESG information in an annual report or other specific document for this purpose
Bradesco’s
Integrated Report comprises main financial and non-financial actions and results based on topics considered most relevant to the Organization
and its stakeholders. In addition, specific contents are disclosed on the Investor Relations (www.bradescori.com.br/en/) and Sustainability
(banco.bradesco/html/classic/sobre/sustentabilidade/en/index.shtm) websites.
b)
The methodology or standard followed in the preparation of this report or document
To prepare
the Report we follow the Global Reporting Initiative (GRI) and International Integrated Reporting Council (IIRC) methodologies. We also
consider the transparency guidelines of the Sustainability Accounting Standards Board (SASB) and the Abrasca Code for Self-Regulation
and Good Practices of Publicly Traded Companies. We seek to meet the transparency requirements used by B3’s Corporate Sustainability
Index (ISE) and the Dow Jones Sustainability Index (DJSI); among others.
c)
If this report or document is audited or reviewed by an independent entity, identifying that entity, if applicable
The
process of preparation and the information published in the Integrated Report are ensured by KPMG Auditores Independentes Ltda.
d)
The page on the internet where the report or document can be found
More
information about the Integrated Report, and Bradesco’s policies, practices and rules, is available on: www.bradescori.com.br/en/
and https://banco.bradesco/html/classic/sobre/sustentabilidade/en/index.shtm.
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e)
If the report or document produced considers the disclosure of a materiality matrix and ESG key performance indicators, and what
are the material indicators for the issuer
We used
as methodology the dual materiality, analyzing the sustainability aspects in the priorities of socio-environmental impact, financial
materiality and perception of relevance of stakeholders. Several ESG key indicators are presented throughout the integrated report with
special emphasis on those inserted in the sections on the themes of Financial Citizenship, Sustainable Business and Climate Agenda. Available
on: https://www.bradescori.com.br/en/bradesco/integrated-report/.
f)
If the report or document considers the Sustainable Development Goals (SDGs) established by the United Nations and what are the
material SDGs for the issuer's business
Aligned
with the Sustainability Strategy and leveraging our commitment to generating value to our stakeholders, we prioritize six SDGs, which
reinforce the commitment to align business with the 2030 Agenda, monitoring the impact and contribution to the goals of society and its
progress in the implementation of the Principles for Banking Responsibility (PRB).
The
prioritization process took place in 2019 and considered consultation with stakeholders, comparative study of industry benchmarking, relevance
matrix and strategic pillars of the Organization, Brazilian scenario (main social and environmental issues) and recommendations and reporting
and performance guidelines, among others. The result and the prioritization process were verified by external consulting, with opinion.
The
priority SDGs listed in the process are:
4 –
Quality education
5 –
Gender equality
8 –
Decent work and economic growth
9 –
Industry, innovation, and infrastructure
10 –
Reduced inequalities
13 –
Climate action
| g) | If the report or document considers the recommendations of the Task Force for Climate Change-Related
Financial Disclosures (TCFD) or recommendations for financial disclosures of other recognized entities that are related to climate issues |
Yes,
we follow Task Force guidelines for Climate Change-Related Financial Disclosures (TCFD) and also report climate-related requirements for
key market indices and ratings, such as CDP, ISE and Dow Jones.
| h) | If the issuer performs greenhouse gas emission inventories, indicating, if applicable, the scope of
the inventoried emissions and the page on the world computer network where additional information can be found |
Since
2006, we have developed the Emission Inventory of our operations, following the guidelines of the ABNT ISO 14,964-1 Standard. From 2008,
we also incorporated the specifications of the Brazilian GHG Protocol Program into the process. The inventory can be found on: https://banco.bradesco/assets/classic/pdf/sustentabilidade/en/bradesco-inventory-of-GHG-emissions-2023.pdf.
1.10
– Specific information of mixed economy companies
Not applicable.
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1.11 – Indicate the acquisition or disposal of any relevant asset that is not classified as a normal operation in the issuer's business
BV
DTVM (Tivio Capital)
On August
24, 2022, Bradesco, through its subsidiary Kartra Participações Ltda., firmed with Banco Votorantim S.A., a contract for
the formation of an independent investment manager, through the acquisition of the equity stake of 51% of the capital of BV Distribuidora
de Títulos e Valores Mobiliários S.A. (“BV DTVM”, previous denomination of Tivio Capital Distribuidora de Títulos
e Valores Mobiliários S.A.), whereby Banco Votorantim S.A. remains as a holding shareholder of 49%. On February 28, 2023, after
compliance with the previous legal and regulatory conditions, the acquisition was completed.
Hospital
Santa Lúcia
On
August 31, 2023, Atlântica Hospitais e Participações S.A. (“Atlântica”), a company indirectly controlled
by Banco Bradesco S.A. and Bradseg Participações S.A. (member of the Grupo Bradesco Seguros), firmed with Hospital Santa
Lúcia S.A. (“HSL”) and, together with its subsidiaries, (“Grupo Santa”) and its current partners (“Família
Leal”), an Investment, Purchase and Sale Agreement of Shares and other Covenants for Atlântica to acquire 20% of the
share capital of HSL. Grupo Santa is the largest hospital network in the Midwest region, with presence in the Federal District, Goiás,
Mato Grosso and Mato Grosso do Sul. The consummation of the transaction is subject to compliance with certain suspensive conditions,
including the appropriate regulatory approvals.
Hospital
Mater Dei
On December
21, 2023, Atlântica Hospitais e Participações S.A. (“Atlântica”), a company indirectly controlled
by Banco Bradesco S.A. and Bradseg Participações S.A. (member of the Grupo Bradesco Seguros), firmed with Hospital Mater
Dei S.A. (“Mater Dei”) an Investment Agreement for the establishment of a Specific Purpose Entity (“SPE”) in which
Atlântica will hold a 51% stake, and Mater Dei a 49% one, with the aim of developing and operating a new general hospital located
in the North region of the city of São Paulo. The hospital will be built on a property owned by a company of the Bradesco Organization,
which will be responsible for the development and lease of the building to the SPE, in the built to suit modality. The consummation of
the transaction is subject to compliance with certain suspensive conditions, including the appropriate regulatory approvals.
1.12
– Indicate merger, division, incorporation, equity incorporation, capital increase or reduction involving the issuer and documents
in which more detailed information can be found
In the
fiscal year 2023, there were no merger, divestiture, incorporation, incorporation of shares, increase or reduction of capital involving
the issuer.
On March
11, 2024, we approved our merger with Bradesco Asset in accordance with the provisions of article No. 227 of Law No. 6.404/76. This merger
is part of our corporate reorganization intended to optimize out organizational structure, with us assuming the role of managing securities
portfolio activities as resource manager, succeeding Bradesco Asset in all rights and obligations.
1.13
– Indicate the firming, extinction or modification of shareholders’ agreements and the documents in which more detailed information
can be found
This did not happen in the
fiscal year 2023.
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1.14 – Indicate significant changes in the way of conducting the issuer's business
In the
fiscal year 2023 there was no significant alterations in the issuer’s manner of conducting its business.
1.15
– Indicate significant contracts not directly related to operating activities entered into by the issuer or by its subsidiaries
All
contracts that we consider relevant have been duly described in item 1.11 of this Reference Form.
1.16
– Other relevant information
There
is no other information deemed relevant at this time.
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2. Officers’ notes
2.1
– General Financial and Equity Conditions
| a) | general financial and equity conditions |
The
Officers of the Organization understand that the Company has all financial and asset conditions to ensure the compliance with obligations,
guaranteeing the business expansion in the short- and long-term.
The
Officers’ analysis is based on information from the last two financial statements on the balance sheet date in accordance with international
accounting standards (IFRS – International Financial Reporting Standards), as follows:
In 2023
we adopted the IFRS 17. The date of transition was January 1, 2023. As a result, the financial statements for the periods ending on December
31, 2023 and 2022 were prepared according to IFRS 17. For more details, see item 2.3.a.
2023
The
economic activity remains consistent. The labor market remains vibrant, sustaining income gains above inflation and consumption growth.
The GDP ended 2023 with an expansion of 2.9%. This year, we projected a 2.0% advance. The inflation chart is favorable, mainly with the
slowdown in service inflation, reinforcing our 3.6% forecast for the IPCA in 2024.
The
Copom should maintain SELIC's cuts. We predict that the basic interest rate will end 2024 at 9.5%, completing the cut cycle with an accumulated
reduction of 4.25 p.p.
Developed
countries have completed the high interest rate cycle. However, the discourse of major central banks does not yet suggest imminent cuts
in basic rates. Despite the recent decompression of inflation in the USA and Europe, price change remains above its targets. The gradual
deceleration of the economic activity in these regions also does not recommend urgency to begin interest cuts. China, on the other hand,
has been recording successive deflations and low economic growth.
In 2023,
the net income was R$14.503 billion in the fiscal year, corresponding to a profitability of 8.8% on the average net shareholders’
equity. The return on the average total assets was 0.8%. The consolidated shareholders’ equity attributed to the controlling shareholders
reached R$166.331 billion and the total balance of the assets was R$1.928 trillion.
Loan
and Fundraising Operations and Resource Management
We expanded
and diversified offers in the distribution channels, especially in the digital media, supplemented by the Branch Network and Banking Correspondents.
Our capillarity allows us to offer loans and financing directly or through strategic partnerships with various business chains, keeping
the focus on improving the customer experience and assessing their real needs.
We are
in full operational capability. The policy we have guides management’s actions, which is constantly updated and consistent with
the economic reality.
Among
the lines, we highlight:
Agribusiness:
we are featured among the biggest financiers in this niche. We have 14 Agro Platforms that, distributed throughout Brazil, have
agribusiness managers and agronomists specialized in each region. Acting inside and outside the gate, we are present at the main agribusiness
fairs in Brazil, maintaining agreements with manufacturers and resales of both inputs and agricultural machinery and implements;
Special
Business: solutions in structured operations for wholesale clients, among the largest funders in Emergency Programs, leader in transfer
of resources of the BNDES (National Bank for Economic and Social Development), leader in the leasing market, largest portfolio of securities
in the market and market leader in advances to suppliers;
Real
Estate Financing: we are one of the most relevant in this market, maintaining a commitment to meet the demand of the sector and our
clients, financing both the construction industry and the acquisition of
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72 – Reference Form – 2023 | |
property by the final
borrowers, they have 100% digital hiring for residential properties, including the signing and electronic registration of the contract
and digitalization of the processes carried out through real estate partners by means of APIs. We have real estate platforms with coverage
throughout the national territory;
For
companies: working capital items, advances on receivables and financing of goods focused on small and medium-sized enterprises. With
Bradesco Corporate, leader in assets of the Brazilian market for large and medium-sized enterprises, we offer complete solutions for different
needs and business sectors; and
Individuals
(mass-market): all personal loans, payroll-deductible loans, vehicle and rotary credit lines, where we continue transforming our customer
experience with these products through the evolution of commercialization and digital after-sales journeys and highlighting the massive
use of algorithms and advanced analytics, mapping the clients’ needs in real time, responding with the best product and business
conditions according to the context and moment of life for each profile, with a smooth, multi-channel approach.
Balance
of the main portfolios in the fiscal year:
| · | R$629.687 billion in 2023, of the reduction of 4.1% compared to 2022, reflecting the decrease in lending
to corporate customers that decreased by 10.0% compared to 2022, with emphasis on the decrease of 12.5% in loans (includes working capital,
rural credit and others) and 6.2% in financing and transfers (includes import/export financing, real estate, vehicles, BNDES/Finame transfers
and Leasing). It is worth mentioning that operations with individuals presented an increase of 0.7% compared to 2022, with highlights
for the growth of 1.4% in financing and transfers (including real estate and vehicle financing, BNDES/Finame transfers and others) and
a 1.8% in operations with limits (includes credit card and overdraft). The individual segment reflects the quality of the newly selected
cohorts of clients, characterized by the concession of products with lower risk profiles, who are inclined to make timely payments, resulting
in a volume of overdue entries that is lower than in previous years; |
| · | R$621.935 billion in client resources, including: cash deposits, savings and term deposits, showing an
increase of 5.3% compared to the previous year; |
| · | R$344.792 billion in technical provisions for insurance and pension, with an evolution of 13.1% compared
to the previous year; |
| · | R$323.423 billion in financial institution resources, an increase of 14.7% compared to the previous year,
including: demand deposits, interfinancial, funds obtained funds on the open market and bonds for loans and transfers; |
| · | R$50.338 billion in subordinated debts, reduction of 3.6% compared to the previous year, comprising higher
volume of settlement and interest payments; and |
| · | R$244.966 billion in securities issuance resources, of which R$237.598 billion is issued in the country
and R$7.368 billion is issued abroad. |
By the
end of 2023, the market value of Bradesco, considering the closing prices of the common and preferred shares at B3, totaled R$172.2 billion,
representing 1.1 times the shareholders’ equity.
The
following are our key indicators:
It is
important to highlight that the comments, in relation to the return on average shareholders’ equity (ROAE) and the return on average
assets (ROAA), are presented in item 2.1.h. Other analyses that are relevant to our financial and economic conditions related to liquidity
sources and levels of indebtedness are presented in items 2.1.d, 2.1.e, 2.1.f and 2.1.h.
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73 – Reference Form – 2023 | |
| I. | Operating
Coverage Ratio |
R$ million |
Calculation Basis |
2023 |
2022 |
Variation |
2023 x 2022 |
R$ |
% |
Personnel expenses |
(20,814) |
(19,889) |
(925) |
4.7 |
Administrative Expenses |
(16,286) |
(16,575) |
289 |
(1.7) |
|
Total (A) |
(37,100) |
(36,464) |
(636) |
1.7 |
Net fee and commission income (B) |
26,957 |
27,124 |
(167) |
(0.6) |
Operating Coverage Ratio (B)/(A) |
72.7% |
74.4% |
(1.7) |
p.p. |
|
|
|
|
|
|
In
2023, the operational coverage ratio decreased by 1.7 p.p. compared to 2022, due to the increase in our personnel expenses – given
the effect of the collective bargaining agreements – and by the reduction of the net income of services and commissions,
especially checking accounts and collection.
Regarding
the variations presented for fee and commission income, payroll and related benefits and administrative expenses comments are included
in item 2.1.h.
| II. | Indicators of loans and overdue advance payments and expected loss from loans and advance payments |
We will
only use some of these indicators to monitor and support the decision-making process in relation to the loan operations and advance payments.
The following
tables show a summary of our loans and advances indicators:
|
R$
million (unless otherwise stated) |
Indicators
of losses on loans and advances and non-performing loans overdue for over 60 days |
2023
|
2022
|
Horizontal
Analysis |
2023
x 2022 |
R$ |
% |
Non-performing
loans and advances to customers, over 60 days |
38,241
|
34,269
|
3,972
|
11.6
|
Foreclosed
assets |
1,329
|
1,237
|
92
|
7.4
|
Total
non-performing loans and advances to customers and foreclosed assets |
39,570
|
35,506
|
4,064
|
11.4
|
Total
loans and advances to clients |
629,687
|
656,867
|
(27,180) |
(4.1) |
Expected
credit losses for loans and advances (1) |
53,662
|
59,665
|
(6,003) |
(10.1) |
Non-performing
loans and advances as a percentage of total loans and advances to clients |
6.1
|
5.2
|
0.9
p.p. |
Non-performing
loans and advances and foreclosed assets as a percentage of total loans and advances to clients |
6.3
|
5.4
|
0.9
p.p. |
Expected
credit losses for loans and advances as a percentage of total loans and advances to clients |
8.5
|
9.1
|
-0.6
p.p. |
Expected
credit losses for loans and advances as a percentage of nonperforming loans and advances to clients |
140.3
|
174.1
|
-33.8
p.p. |
Expected
credit losses for loans and advances as a percentage of nonperforming loans and advances to clients and foreclosed assets |
135.6
|
168.0
|
-32.4
p.p. |
Net
charge-offs for the period as a percentage of the average balance of loans and advances to clients (including non-performing loans
and advances) (2) |
6.3
|
2.9
|
3.4
p.p. |
(1) Considers expected
losses on loans, commitments to be released and financial guarantees provided; and
(2) Total
net asset written off divided by average total assets.
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74 – Reference Form – 2023 | |
|
|
|
R$
million |
Changes
of balance for impairment of loans and advances |
2023
|
2022
|
Horizontal
Analysis |
2023
x 2022 |
R$ |
% |
Balance
at the beginning of the year |
59,214
|
46,182
|
13,032
|
28.2
|
Expected
credit loss for loans and advances (1) (2) |
34,849
|
31,786
|
3,064
|
9.6
|
Loan
charge-offs |
(40,402) |
(18,754) |
(21,648) |
115.4
|
Expected
credit losses for loans and advances at the end of the year |
53,662
|
59,214
|
(5,552) |
(9.4) |
Ratio
of expected credit losses for loans and advances to average loans and advances to customers |
5.5
|
5.0
|
0.5
p.p. |
(1) Considers expected
losses on commitments to be released, financial guarantees provided and income from credit recovery.
(2) It
does not include revenues with credit recovery worth R$4,673 million in 2023 (R$5,871 million in 2022) in BR GAAP they are allocated under
Other Operating Revenues, while in IFRS they are allocated under Expenses with Expected Losses.
In 2023, our expected
loss on loans and advances increased by 14.5%, reflecting the prevailing economic conditions (inflation and volatility in interest rates)
during this credit cycle and higher expenses with clients in the wholesale segment. We
note that our expected loss expenses continue to be concentrated in older cohorts, while more recent credit cohorts show positive performance,
since it is a concession policy focused on lower-risk operations and, consequently, lower expected loss expenses, in line with the new
strategies implemented. Our level of credit losses, net of recoveries, reached 5.6% of the average balance of loans and advances to clients
in 2023 (2.0% in 2022).
We
had a provision for expected losses on loans and advances amounting to R$53,662 million in
2023, reaching a coverage ratio of loans over 90 days of 164.6% (209.4% in 2022)
and over 60 days of 140.3% (172.8% in 2022).
Our
loan portfolio and advances to clients reduced 4.1%, going
from R$629,687 million, in 2023 from R$656,867 million in
2022, a reflection of the reduction of operations with clients
corporate that showed a decrease of 10.0% compared to 2022, with
emphasis on the decrease of 12.5% in loans (includes working capital, rural loans and
others) and 6.2% in financing and transfers (includes import/export financing, real estate, vehicles,
BNDES/Finame transfers and Leasing). It is worth mentioning that operations with individuals presented
an increase of 0.7% compared to 2022, with highlights for the growth of 1.4% in financing and transfers
(including real estate and vehicle financing, BNDES/Finame transfers and others) and a 1.8% in operations with
limits (includes credit card and overdraft). The individual segment reflects the quality of the newly selected cohorts of clients, characterized
by the concession of products with lower risk profiles, who are inclined to make timely payments, resulting in a volume of overdue entries
that is lower than in previous years.
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Analyzing
the following tables, we understand that the bank’s current capital structure is adequate and consistent with our business expansion
strategy. The largest funding source for our operations is from third-party capital.
Over
the last two years, Bradesco has kept its proportion of capital held by third parties over 90%, which is seen as a normal level for institutions
in the financial intermediation business.
|
|
R$ billion |
Capital Structure |
Dec23 |
Dec22 |
Capital Stock |
87.1 |
87.1 |
|
|
|
|
|
In thousands |
Number of Shares (1) |
Dec23 |
Dec22 |
Common |
5,330,305 |
5,338,394 |
Preferred |
5,311,866 |
5,320,094 |
Total |
10,642,170 |
10,658,488 |
Treasury Stocks (ON - Common) |
- |
8,089 |
Treasury Stocks (PN - Preferred) |
- |
8,229 |
Subtotal – Outstanding shares |
10,642,170 |
10,642,170 |
(1) Considers
the bonuses that occurred in each period due to the capital increase.
|
|
|
|
R$ million |
Standard of Financing |
2023 |
% in relation to total liabilities |
2022 |
% in relation to total liabilities |
Shareholders' equity attributable to controlling shareholders |
166,331 |
8.6% |
159,535 |
8.9% |
Third-Party Portfolio (1) |
1,761,192 |
91.4% |
1,632,754 |
91.1% |
Total liabilities |
1,927,523 |
100.0% |
1,792,289 |
100.0% |
(1)
Adjusted total liabilities excluding controlling shareholder´s equity.
| |
76 – Reference Form – 2023 | |
Basel
Ratio
Brazilian
financial institutions are subject to methodology for capital metrics and levels based on a risk-weighted asset index. The parameters
of this methodology resemble the international framework for minimum capital measurements adopted for the Basel Accord.
The calculation
of our Basel Ratio is shown below:
|
|
|
|
R$
million |
Calculation
Basis |
Basel
III |
|
Variation
|
Prudential
Conglomerate |
|
Dec23 |
Dec22 |
|
Dec23
x Dec22 |
|
R$
|
% |
Capital
- PR |
149,969
|
144,283
|
|
5,687
|
3.9
|
Tier
I |
125,412
|
120,624
|
|
4,788
|
4.0
|
Common
equity |
110,689
|
106,501
|
|
4,189
|
3.9
|
Shareholders’
equity |
161,182
|
154,263
|
|
6,919
|
4.5
|
Non-controlling
interests / Other |
272
|
(114) |
|
386
|
-
|
Prudential
adjustments as per CMN Resolution No. 4,192/13 |
(50,766) |
(47,649) |
|
(3,117) |
6.5
|
Additional
capital |
14,723
|
14,123
|
|
600
|
4.2
|
Tier
II |
24,557
|
23,659
|
|
899
|
3.8
|
Risk-weighted
assets - RWA |
947,738
|
971,611
|
|
(23,874) |
(2.5) |
Credit
risk |
842,400
|
883,428
|
|
(41,028) |
(4.6) |
Market
risk |
18,957
|
8,844
|
|
10,113
|
-
|
Operational
Risk |
86,381
|
79,339
|
|
7,042
|
8.9
|
Total
Ratio |
15.8% |
14.8% |
|
1.0
|
p.p. |
Tier
I capital |
13.2% |
12.4% |
|
0.8
|
p.p. |
Common
equity |
11.7% |
11.0% |
|
0.7
|
p.p. |
Additional
capital |
1.6% |
1.5% |
|
0.1
|
p.p. |
Tier
II capital |
2.6% |
2.4% |
|
0.2
|
p.p. |
0.8
p.p. increase in Tier 1 Ratio (vs. December 2022) due to the generation of net income, adjustments of equity valuation and reduction of
risk-weighted assets (RWA), partially offset by the effect of prudential adjustments.
| c) | capacity to pay financial commitments |
The
Officers understand that the operations shown in the balance sheet by terms, presented below for the last fiscal year, show that Bradesco
has a comfortable liquidity margin to honor its obligations in the short-term. It is worth highlighting that the management policy is
regularly reviewed to ensure sufficient liquidity to honor withdrawals, deposits, repay other obligations at maturity, extend loans or
other forms of credit to its clients and meet its own needs of working capital for investment.
The
following table shows the financial assets and liabilities of the Organization segregated by maturities used for the management of liquidity
risks, in accordance with the remaining contractual maturities on the date of the consolidated financial statements:
| |
77 – Reference Form – 2023 | |
Consolidated
Statement of Financial Position presented by maturity (in accordance with International Financial Reporting Standards – IFRS):
R$ million |
|
1 to 30 days |
31 to 180 days |
181 to 360 days |
1 to 5 years |
Over 5 years |
No stated maturity |
Total |
2023 |
2022 |
2023 |
2022 |
2023 |
2022 |
2023 |
2022 |
2023 |
2022 |
2023 |
2022 |
2023 |
2022 |
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and balances with banks |
151,054 |
122,522 |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
151,054 |
122,522 |
Financial assets at fair value through profit or loss |
374,454 |
289,577 |
1,036 |
1,742 |
4,409 |
2,532 |
5,216 |
8,048 |
2,483 |
- |
- |
- |
387,598 |
301,899 |
Financial assets at fair value through other comprehensive income |
9,982 |
23,168 |
8,923 |
8,743 |
9,652 |
16,784 |
112,980 |
128,752 |
71,314 |
38,141 |
- |
- |
212,850 |
215,588 |
Loans and advances to customers, net of impairment |
79,862 |
84,783 |
125,889 |
145,169 |
85,193 |
85,068 |
211,665 |
213,731 |
76,893 |
73,669 |
- |
- |
579,502 |
602,419 |
Loans and advances to banks, net of impairment |
167,594 |
101,591 |
29,616 |
13,079 |
6,202 |
5,465 |
1,691 |
2,352 |
- |
- |
- |
- |
205,103 |
122,488 |
Securities, net of provision for losses |
1,875 |
4,113 |
10,837 |
4,123 |
13,996 |
15,427 |
108,111 |
109,340 |
40,388 |
78,609 |
- |
- |
175,207 |
211,611 |
Other financial assets (1) |
45,053 |
53,829 |
814 |
956 |
301 |
342 |
7,004 |
7,019 |
3,786 |
3,560 |
- |
- |
56,959 |
65,706 |
Total financial assets |
829,873 |
679,583 |
177,115 |
173,811 |
119,754 |
125,618 |
446,666 |
469,242 |
194,864 |
193,978 |
- |
- |
1,768,272 |
1,642,233 |
Percentage in relation to Total |
46.9 |
38.4 |
10.0 |
9.8 |
6.8 |
7.1 |
25.3 |
26.5 |
11.0 |
11.0 |
- |
- |
100.0 |
100.0 |
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial liabilities at amortized cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits from banks |
274,817 |
226,805 |
20,631 |
29,304 |
9,837 |
9,369 |
15,310 |
13,376 |
2,827 |
3,094 |
- |
- |
323,423 |
281,948 |
Deposits from customers (2) |
205,027 |
213,570 |
47,922 |
42,699 |
94,806 |
83,394 |
274,003 |
250,695 |
177 |
324 |
- |
- |
621,935 |
590,682 |
Securities issued |
8,623 |
6,206 |
17,361 |
33,450 |
22,992 |
62,006 |
185,539 |
111,239 |
10,452 |
9,357 |
- |
- |
244,966 |
222,257 |
Subordinated debt |
358 |
3,843 |
27 |
1,511 |
37 |
1,803 |
14,781 |
2,503 |
20,412 |
28,458 |
14,723 |
14,123 |
50,338 |
52,241 |
Other financial liabilities (3) |
51,708 |
60,164 |
21,549 |
19,316 |
1,482 |
3,222 |
5,857 |
8,234 |
2,024 |
1,619 |
- |
- |
82,620 |
92,556 |
Financial liabilities at fair value through profit or loss |
2,142 |
409 |
1,354 |
1,361 |
2,730 |
3,222 |
7,168 |
5,122 |
2,149 |
3,227 |
- |
- |
15,542 |
13,341 |
Provision for Expected Credit Loss |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
Loan Commitments |
- |
- |
- |
- |
- |
- |
2,274 |
2,997 |
- |
- |
- |
- |
2,274 |
2,997 |
Financial guarantees |
124 |
482 |
- |
- |
- |
- |
1,079 |
1,287 |
- |
- |
- |
- |
1,203 |
1,769 |
Insurance technical provisions and pension plans (2) |
302,554 |
263,383 |
- |
- |
- |
- |
42,239 |
41,373 |
- |
- |
- |
- |
344,792 |
304,756 |
Total Financial Liabilities |
845,352 |
774,863 |
108,843 |
127,641 |
131,884 |
163,016 |
548,251 |
436,826 |
38,040 |
46,080 |
14,723 |
14,123 |
1,687,092 |
1,562,549 |
Percentage in relation to Total |
50.1 |
45.9 |
6.5 |
7.6 |
7.8 |
9.7 |
32.5 |
25.9 |
2.3 |
2.7 |
0.9 |
0.8 |
100.0 |
100.0 |
(1) It includes mainly
foreign exchange transactions, debtors for guarantee deposits and negotiation and intermediation of securities;
(2) Demand and savings
deposits and liability of insurance contracts comprising VGBL and PGBL products are classified as up 1 to 30 days, without considering average
historical turnover;
(3) It includes mainly
credit card transactions, foreign exchange transactions, negotiation and intermediation of securities, finance lease and capitalization
bonds.
| |
78 – Reference Form – 2023 | |
| d) | financing sources used for working capital
and investments in non-current assets |
Principal
Sources of Funding (in accordance with the International Financial Reporting Standards – IFRS)
Our
general policy on asset and liability management is to manage interest rate, liquidity, foreign exchange and maturity risks in order to
maximize our net interest income and our return on assets and equity, in light of our internal risk management policies, and maintain
adequate levels of liquidity and capital.
As part
of our asset and liability management, we seek to avoid material mismatches between assets and liabilities by matching, to the extent
possible, the maturity, currency and interest rate structure of loans we make with terms of the transactions under which we fund these
loans. Subject to our policy constraints and the limits established by our Board of Directors, we occasionally take mismatched positions
in relation to interest rates, maturities and, in more limited circumstances, foreign currencies, when we believe such positions are justified
in view of market conditions and prospects.
We monitor
our asset and liability positions in accordance with Central Bank of Brazil requirements and guidelines. Our Executive Treasury Committee
for the Asset and Liability Management meets every two weeks to:
| · | evaluate action strategies relating to asset and liability management, within the limits established,
based on an analysis of the political-economic scenarios, at national and international level; |
| · | monitor and countersign the pricing strategies of asset, liability and derivative operations with our
clients; |
| · | define internal prices of transfer of resources (Funds Transfer Price – FTP) of liabilities and
assets in local and foreign currency; |
| · | approve the proposal on the limit of tolerance for exposure to risks to be submitted to the approval of
the COGIRAC and the Board of Directors; and |
| · | monitor and countersign results, strategies, behaviors and risks of mismatch and indexes maintained by
us and managed by our Treasury Department. |
In making
such decisions, we evaluate not only our exposure limits for each market segment and product, but also market volatility levels and the
extent to which we are exposed to market risk through interest, maturity, liquidity and currency mismatches. We also consider other potential
risks, as well as market liquidity, our institutional needs and perceived opportunities for gains. Our Executive Treasury Committee for
the Asset and Liability Management holds extraordinary meetings as required in response to unexpected macroeconomic changes.
In addition,
we receive daily reports on our mismatched and open positions, while our Executive Treasury Committee for the Asset and Liability Management
assesses our risk position every two weeks.
| |
79 – Reference Form – 2023 | |
The
following table shows, as of the dates indicated, our sources of funding, as well as other non-interest-bearing liabilities:
|
|
|
|
|
R$ million |
|
2023 |
2022 |
Vertical Analysis % |
Horizontal Analysis |
2023 |
2022 |
2023 X 2022 |
R$ |
% |
Savings deposits |
131,004 |
134,624 |
7.4 |
8.2 |
(3,621) |
(2.7) |
Time deposits |
443,652 |
400,729 |
25.2 |
24.6 |
42,923 |
10.7 |
Obligations for repurchase agreements |
272,405 |
222,694 |
15.5 |
13.6 |
49,711 |
22.3 |
Borrowings and onlendings |
47,160 |
56,513 |
2.7 |
3.5 |
(9,353) |
(16.6) |
Funds from Issuance of Securities |
244,966 |
222,257 |
13.9 |
13.6 |
22,709 |
10.2 |
Subordinated debt |
50,338 |
52,241 |
2.9 |
3.2 |
(1,903) |
(3.6) |
Insurance technical provisions and pension plans |
344,792 |
304,756 |
19.6 |
18.7 |
40,036 |
13.1 |
Total interest-bearing liabilities |
1,534,316 |
1,393,815 |
87.2 |
85.4 |
140,501 |
10.1 |
Demand deposits |
51,138 |
58,070 |
2.9 |
3.6 |
(6,932) |
(11.9) |
Other non-interest-bearing liabilities |
175,055 |
180,393 |
9.9 |
11.1 |
(5,338) |
(3.0) |
Total non-interest-bearing liabilities |
226,193 |
238,463 |
12.8 |
14.6 |
(12,270) |
(5.1) |
Total liabilities |
1,760,509 |
1,632,278 |
100.0 |
100.0 |
128,232 |
7.9 |
|
|
|
|
|
|
|
Total deposits |
625,793 |
593,423 |
35.5 |
36.4 |
32,370 |
5.5 |
Deposits
Our
principal source of funding is deposits from individuals and legal entities in Brazil. As of December 31, 2023, our deposits totaled R$625.8
billion, representing 35.5% of our total liabilities.
We provide
the following types of deposit and registration accounts:
| · | interbank deposits from financial institutions; |
| · | accounts for salary purposes; and |
| · | accounts for payment of the INSS benefit. |
Funding
in the open market
Funding
in the open market consists mainly of funds we obtained from banks in the market by selling securities with agreements to repurchase.
The
majority of these financial assets subject to repurchase agreements are guaranteed by Brazilian government securities. This type
of transactions is generally short-term (normally intraday or overnight) and are volatile in terms of volume once directly impacted by
market liquidity. We believe that the risks associated with these transactions are low, given the quality of the collateral assets. In
addition, repurchase transactions are subject to operating limits of capital based on the equity of the financial institution, adjusted
in accordance with Central Bank of Brazil regulations. A financial institution may only make repurchase transactions at a value of up
to 30 times its RE, a limit we comply with. The limits on repurchase transactions involve securities issued by Brazilian government authorities
and vary according to the type of security involved in the transaction, and the perceived risk of the issuer as established by the Central
Bank of Brazil.
| |
80 – Reference Form – 2023 | |
Loans
and onlending
The
obligations for loans are constituted, mainly, with the funding of lines obtained from banking correspondents for import and export financing.
Our access to this source of resources has been continuous and the funds occur with rates and terms according to market conditions.
The
obligations for onlending consist in resources for local transfers, in which we borrow from entities and national government agencies
for onlending to Brazilian companies, for investments in installations, equipment, agriculture, among others.
We conduct
onlending transactions where we act as the transfer agent for development agency funds, granting credits to third parties, which are in
turn funded by development organizations (BNDES, the International Bank for Reconstruction and Development or IBRD and the Inter-American
Development Bank or IDB) which are the principal providers of these funds. The lending criteria, the decision to lend and the credit risk
are our responsibility and subject to certain limitations set by the bodies supplying the funds.
Funds
from securities issued
Funds
obtained from our securities issued originate mainly from the following operations:
| · | Financial notes: fixed income securities issued by us with the purpose of raising funds, from individuals
and legal entities, in the long-term, given that they have a maturity exceeding two years. On the other hand, they offer investors better
profitability than other financial investments with daily liquidity or with shorter period of maturity, which are divided into two modalities: |
| o | Simple: consists in the promise of payment in nominative, transferable cash and in this way, it
can be negotiated on the secondary market; and |
| o | Subordinated: with initial investment and longer deadlines than the simple modality, it is used
to reinforce our capital, in which, in the event of dissolution of the institution, the payment to investors shall be conditional upon
the settlement of other commitments and obligations of payment, and is therefore recommended for Qualified Investors. |
| · | Letters of credit for real estate: securities for Individuals that are backed by real estate credits
guaranteed by mortgages or by chattel, giving their borrowers the right of credit at nominal value, interest or monetary restatement; |
| · | Letters of credit for agribusiness: security issued by us, intended for individuals, which are
tied to credit rights of business conducted with rural producers or their cooperatives; and |
| · | Letters of credit guaranteed by property: we have performed these operations since 2018, by issuing
transferable nominative bonds, and of freely negotiable title, guaranteed by the portfolio of assets subject to the fiduciary system. |
| |
81 – Reference Form – 2023 | |
The
following table presents a summary of our resources regarding the issuing of securities concerning the periods indicated:
|
|
|
|
|
R$ million |
|
2023 |
2022 |
Vertical Analysis % |
Horizontal Analysis |
|
2023 |
2022 |
2023 X 2022 |
|
R$ |
% |
Financial bills |
105,427 |
93,772 |
43.0 |
42.2 |
11,655 |
12.4 |
Real estate credit notes |
52,116 |
51,259 |
21.3 |
23.1 |
857 |
1.7 |
Agrobusiness notes |
40,063 |
31,176 |
16.4 |
14.0 |
8,887 |
28.5 |
Letter of credit property guaranteed |
36,145 |
30,291 |
14.8 |
13.6 |
5,854 |
19.3 |
Securities issued through securitization |
3,926 |
8,456 |
1.6 |
3.8 |
(4,530) |
(53.6) |
Euronotes |
3,443 |
3,934 |
1.4 |
1.8 |
(491) |
(12.5) |
Structured Operations Certificates |
3,848 |
3,369 |
1.6 |
1.5 |
479 |
14.2 |
Total |
244,966 |
222,257 |
100.0 |
100.0 |
22,709 |
10.2 |
|
|
|
|
|
|
|
The increase
of 10.2% compared to 2022, was due to the evolution of financial bills in the value of R$11,655 million, agribusiness bills in the value
of R$8,887 million and real estate bonds in the value of R$5,854 million.
Subordinated
debt
The
variation in the balance of subordinated debts (2023 vs. 2022), reflects the issues / maturities of debts in the periods.
Technical
reserves
The
variation presented in the balances of 2023 vs. 2022 is related, mainly, to the variations of the provisions for VGBL / PGBL products.
| e) | financing sources for working capital and investments
in non-current assets that it intends to use to cover liquidity deficits |
Our
Treasury Department acts as a support center for our different business segments by managing our funding and liquidity positions and executing
our investment objectives in accordance with our asset and liability management policies. We are also responsible for setting rates for
our different products, including exchange and interbank transactions. Our Treasury Department covers any funding shortfall by borrowing
in the interbank market. It seeks to maximize efficient use of our deposit base by investing any surpluses in liquid instruments in the
interbank market.
We have
used our excess liquidity to invest in Brazilian government securities and expect to continue doing so, subject to regulatory requirements
and investment considerations. Our main sources of funding are:
| · | demand deposits, savings and time deposits, as well as interfinancial deposits; and |
| · | open-market borrowing, loan bonds and onlending operations, resources from issuing of securities and subordinated
debts, part of them expressed in foreign currencies. |
Our
capital market operations act as a source of resources, through our operations with financial institutions, mutual funds, fixed and variable
income investment funds, and foreign investment funds.
In relation
to liquidity risk, in 2015 the National Monetary Council (CMN) issued Resolution No. 4,401/15, as amended, addressing the definition and
minimum limits of the LCR, which is defined as the ratio of the reserve of high liquidity assets to the total cash outflows foreseen for
a 30-day period, under stress conditions. The main purpose of the LCR is to ensure the existence of a minimum number of net assets in
normal market conditions to be used in periods of higher shortage or necessary liquidity in order to maintain
| |
82 – Reference Form – 2023 | |
the business ongoing
and insure the stability of the financial system. In 2017, the CMN and the Central Bank of Brazil published Resolution No. 4,616/17 and
Circular No. 3,869/17 about the Net Stable Funding Ratio (NSFR), which establish, respectively, the minimum limit/compliance conditions
and the methodology for calculation and disclosure of information to the market. In order to determine minimum requirements for quantitative
liquidity of financial institutions, Basel III proposes two liquidity ratios: a short-term (LCR) and a long-term one (NSFR). The purpose
of the Liquidity Coverage Ratio (LCR) is to show that institutions maintain sufficient high-liquidity funds to withstand a one-month financial
stress scenario. The purpose of the Net Stable Funding Ratio (NSFR) is to encourage institutions to finance their activities from more
stable sources of funding, setting forth the requirement of a ratio of more than 100% for the LCR and NSFR from January 2019 and 2018,
respectively. On January 1, 2020, Circular No. 3,930/19 of the Central Bank of Brazil,
which deals with the Pillar 3 Report and revoked part of Circular No. 3,869/17, concerning the disclosure of NSFR information, was revoked
by Resolution BCB No. 54/20, which passed disciplinary action on the publication of the Pillar 3 Report. As a result of the unfolding
of the Covid-19, the Central Bank of Brazil edited Circular No. 3,749/15, amending the limit of the amount of the total reserve requirements
collected in the Central Bank of Brazil, not considered in portions of (i) free reserves or for release in central banks within the next
thirty days; (ii) reserve requirements collected in the Central Bank of Brazil, concerning savings deposits and demand deposits, limited
to the total amount of estimated cash outflows for each one of these modalities and (iii) other reserve requirements collected in the
Central Bank of Brazil, limited to the amount to be returned to the institution as a result of the defined outflow, from 15% to 30% of
total assets of Tier 1 capital of the institution in Brazil.
The
Central Bank of Brazil, in February 2020 published Circulars No. 3,986/20 and No. 3,987/20 and, in March 2020, Circular No. 3,993/20 which
reduced the compulsory deposit rate on time deposits from 31% to 17% and allowed the use of 30%, instead of 15%, of the amount of compulsory
reserves deposited in the Central Bank of Brazil in the calculation of the LCR. Subsequently, BCB Resolution No. 78/21 of the Central
Bank of Brazil of March 2021, redefined the validity of the rate of compulsory deposits on term deposits of 17% until November 2021, when
it returned to 20%. However, in November 2021, through BCB Resolution No. 145/21, the Central Bank of Brazil allowed the compensation
of up to 3% of the calculation base of the compulsory deposit on term deposits with the value of the bank’s total financial limit
on the bank’s forward liquidity lines of the Central Bank of Brazil (this limit is generated by the deposit of private securities
in guarantee). These measures and others of lower impact resulted in response to the facts resulting from the Covid-19 pandemic.
From
the implementation of the New Brazilian Payment System in April 2002, the Central Bank of Brazil has offered a credit line from the portfolio
of government securities issued by the National Treasury to provide liquidity to financial institutions, which is defined as re-discount
(or “Redesconto”). This line can be used in the “intra-day” condition, or for a longer term negotiated with the
Central Bank of Brazil, which discloses the differentiated prices for the acceptance of these securities as collateral.
There
is also a traditional re-discount line, where financial institutions offer assets represented by loan operations or illiquid securities.
In this case, the institution will open formal proceedings with the Central Bank of Brazil, presenting the reasons for the request, projected
cash flow, liquidity recovery plan, as well as detailing the assets to be re-discounted and the proposed payment flow to the Central Bank
of Brazil.
The
Central Bank of Brazil, upon analysis, will decide whether or not to release the liquidity line, costs, and other measures deemed necessary.
We have
never used these liquidity resources.
| |
83 – Reference Form – 2023 | |
| f) | indebtedness ratios and the characteristics
of the debts, also describing: (i) relevant loan and financing agreements; (ii) other long-term relationships with financial institutions;
(iii) level of subordination between debts; (iv) any restrictions imposed on the issuer, in particular in relation to limits for indebtedness
and contracting new debts, to the distribution of dividends, disposal of assets, issue of new securities and disposal of shareholding
control, as well as if the issuer is in accordance with the restrictions |
There
are no loan and financing agreements or long-term relationships with financial institutions that we believe are relevant.
Financial
institutions are subject to operating limits defined by the National Monetary Council and the Central Bank of Brazil for operating, according
to provisions of the regulations in force, particularly Law No. 4,595/64, which sets forth the National Financial System.
Among
the limits defined, noteworthy are as follows (i) Reference Equity consistent with the risks of its activity; (ii) fixed assets, which
limits to 50% of the Reference Equity amount the total funds invested in Permanent Assets; (iii) exposure by client, which sets forth
the maximum limit of 25% of the Tier I amount of Reference Equity for exposure by client; (iv) exposure in gold, foreign currency and
in operations subject to foreign exchange variation, limited to 30% of the Reference Equity amount; and (v) minimum limits of realized
capital and shareholders’ equity for operating.
Rules
also bar financial institutions from carrying out certain operations, and noteworthy are as follows: (i) granting loans or advances to
related companies, managers and relatives, and (ii) acquiring real estate not intended for own use.
| g) | limits of contracted financing and percentages
already used |
There are
no limits for the use of contracted financing.
| h) | significant changes to each item of financial
statements |
Below,
we present our Balance Sheet and Income Statement.
| |
84 – Reference Form – 2023 | |
Consolidated
Balance Sheet
In relation
to significant changes in managerial consolidated balance sheet items, the table below compares the main events in 2023 and 2022:
|
|
|
|
|
|
|
|
2023 |
2022 |
Vertical Analysis % |
Horizontal Analysis |
2023 |
2022 |
2023 x 2022 |
R$ |
% |
Assets |
|
|
|
|
|
|
Cash and balances with banks |
151,054 |
122,522 |
7.8 |
6.8 |
28,532 |
23.3 |
Financial assets at fair value through profit or loss |
387,598 |
301,899 |
20.1 |
16.8 |
85,699 |
28.4 |
Financial assets at fair value through other comprehensive income |
212,850 |
215,588 |
11.0 |
12.0 |
(2,739) |
(1.3) |
Financial assets at amortized cost |
|
|
|
|
|
|
- Loans and advances to financial institutions, net of provision for losses |
205,103 |
122,488 |
10.6 |
6.8 |
82,614 |
67.4 |
- Loans and advances to customers, net of provision for losses |
579,502 |
602,419 |
30.1 |
33.6 |
(22,917) |
(3.8) |
- Securities, net of provision for losses |
175,207 |
211,611 |
9.1 |
11.8 |
(36,404) |
(17.2) |
Other financial assets |
56,959 |
65,706 |
3.0 |
3.7 |
(8,747) |
(13.3) |
Non-current assets held for sale |
1,329 |
1,237 |
0.1 |
0.1 |
92 |
7.4 |
Investments in associates and joint ventures |
9,617 |
8,971 |
0.5 |
0.5 |
646 |
7.2 |
Premises and equipment, net |
11,118 |
11,971 |
0.6 |
0.7 |
(853) |
(7.1) |
Intangible assets and goodwill, net |
22,107 |
18,800 |
1.1 |
1.0 |
3,307 |
17.6 |
Taxes to be offset |
12,964 |
14,441 |
0.7 |
0.8 |
(1,477) |
(10.2) |
Deferred income tax assets |
92,519 |
84,215 |
4.8 |
4.7 |
8,304 |
9.9 |
Other assets |
9,597 |
10,422 |
0.5 |
0.6 |
(825) |
(7.9) |
Total Assets |
1,927,523 |
1,792,289 |
100.0 |
100.0 |
135,234 |
7.5 |
| |
85 – Reference Form – 2023 | |
|
2023 |
2022 |
Vertical Analysis % |
Horizontal Analysis |
2023 |
2022 |
2023 x 2022 |
R$ |
% |
Liabilities |
|
|
|
|
|
|
Liabilities at amortized cost |
|
|
|
|
|
|
- Deposits from banks |
323,423 |
281,948 |
16.8 |
15.7 |
41,475 |
14.7 |
- Deposits from customers |
621,935 |
590,682 |
32.3 |
33.0 |
31,252 |
5.3 |
- Securities issued |
244,966 |
222,257 |
12.7 |
12.4 |
22,709 |
10.2 |
- Subordinated debts |
50,338 |
52,241 |
2.6 |
2.9 |
(1,903) |
(3.6) |
- Other financial liabilities |
82,620 |
92,556 |
4.3 |
5.2 |
(9,937) |
(10.7) |
Financial liabilities at fair value through profit or loss |
15,542 |
13,341 |
0.8 |
0.7 |
2,201 |
16.5 |
Provision for Expected Credit Loss |
|
|
|
|
|
|
- Loan Commitments |
2,274 |
2,997 |
0.1 |
0.2 |
(723) |
(24.1) |
- Financial guarantees |
1,203 |
1,769 |
0.1 |
0.1 |
(566) |
(32.0) |
Insurance technical provisions and pension plans |
344,792 |
304,756 |
17.9 |
17.0 |
40,036 |
13.1 |
Other reserves |
22,338 |
22,648 |
1.2 |
1.3 |
(310) |
(1.4) |
Current income tax liabilities |
1,547 |
1,593 |
0.1 |
0.1 |
(46) |
(2.9) |
Deferred income tax assets |
1,608 |
1,633 |
0.1 |
0.1 |
(26) |
(1.6) |
Other liabilities |
47,925 |
43,855 |
2.5 |
2.4 |
4,070 |
9.3 |
Equity attributable to shareholders of the parent |
166,331 |
159,535 |
8.6 |
8.9 |
6,796 |
4.3 |
Non-controlling interest |
683 |
476 |
0.0 |
0.0 |
207 |
43.5 |
Total equity and liabilities |
1,927,523 |
1,792,289 |
100.0 |
100.0 |
135,234 |
7.5 |
| |
86 – Reference Form – 2023 | |
In
2023, the total assets increased by 7.7% compared to 2022, the financial assets totaled R$1,768 billion, representing 91.7% of the total
assets, driven by the increase in our loans and advances to financial institutions, net of loss provision; financial assets at
fair value through income; and cash and cash available in banks.
| § | Loans and advances to financial institutions, net of provision for losses – in 2023, the
balance reached R$205,103 million, a growth of 67.4% compared to 2022, resulting from an increase of R$77,545 million in repo operations.
In 2023, it included investments in repo operations given in guarantee, in the amount of R$127,843 million; |
| § | Financial Assets at Fair Value through Other Comprehensive Income – the 28.4% increase between
the 2023 and 2022 balances resulted from the increase in the portfolio of Brazilian public securities. |
| § | Cash and balances with banks – in 2023 the balance
evolved 23.3% compared to 2022, highlighting the growth of R$47,617 million in interfinancial liquidity investments. |
The
analysis of our financial liabilities (resources of financial institutions, deposits from clients, bond issues, subordinated debt and
technical provisions) are discussed in item 2.1.d (main sources of funding).
| |
87 – Reference Form – 2023 | |
Statement
of Income
For
a better understanding of the key impacts that affected our results (income and expenses), the consolidated financial statements for the
years ended December 31, 2023 and 2022 are below. They were prepared in accordance with international financial reporting standards (IFRS)
issued by the International Accounting Standards Board (IASB).
|
|
|
|
|
R$ million |
Statements for the Consolidated Outcome |
2023 |
2022 |
Vertical Analysis % |
Horizontal Analysis |
2023 |
2022 |
2023 x 2022 |
R$ |
% |
Interest and similar income |
211,458 |
200,613 |
100.0 |
100.0 |
10,845 |
5.4 |
Interest and similar expenses |
(156,376) |
(130,802) |
(74.0) |
(65.2) |
(25,574) |
19.6 |
Net interest income |
55,082 |
69,811 |
26.0 |
34.8 |
(14,729) |
(21.1) |
Fee and commission income |
26,957 |
27,124 |
12.7 |
13.5 |
(167) |
(0.6) |
Net gains/(losses) on financial assets and liabilities at fair value through profit or loss |
10,896 |
819 |
5.2 |
0.4 |
10,077 |
1,230.4 |
Net gains/(losses) on financial assets at fair value through other comprehensive income |
1,841 |
2,664 |
0.9 |
1.3 |
(823) |
(30.9) |
Net gains/(losses) on foreign currency transactions |
263 |
1,817 |
0.1 |
0.9 |
(1,554) |
(85.5) |
Net profit from insurance and pension plans |
5,236 |
4,032 |
2.5 |
2.0 |
1,204 |
29.9 |
Other operating income |
18,235 |
9,332 |
8.6 |
4.7 |
8,903 |
95.4 |
Expected loss on loans and advances |
(30,177) |
(26,346) |
(14.3) |
(13.1) |
(3,831) |
14.5 |
Expected loss on other financial assets |
(1,940) |
2,579 |
(0.9) |
1.3 |
(4,519) |
(175.2) |
Personnel expenses |
(20,814) |
(19,889) |
(9.8) |
(9.9) |
(925) |
4.7 |
Other administrative expenses |
(16,286) |
(16,575) |
(7.7) |
(8.3) |
289 |
(1.7) |
Accumulated depreciation and amortization |
(6,025) |
(5,306) |
(2.8) |
(2.6) |
(719) |
13.6 |
Other operating income/(expenses) |
(16,925) |
(17,465) |
(8.0) |
(8.7) |
540 |
(3.1) |
Other operating expense |
(92,168) |
(83,002) |
(43.6) |
(41.4) |
(9,166) |
11.0 |
Income before income taxes and share of profit of associates and joint ventures |
8,107 |
23,266 |
3.8 |
11.6 |
(15,159) |
(65.2) |
Share of profit of associates and joint ventures |
2,102 |
1,356 |
1.0 |
0.7 |
746 |
55.0 |
Income before income taxes and non-controlling interests |
10,208 |
24,622 |
4.8 |
12.3 |
(14,414) |
(58.5) |
Income taxes |
4,294 |
(3,165) |
2.0 |
(1.6) |
7,459 |
- |
Net income for the year |
14,503 |
21,457 |
6.9 |
10.7 |
(6,954) |
(32.4) |
Attributable to shareholders: |
|
|
|
|
|
|
Controlling shareholders |
14,251 |
21,223 |
6.7 |
10.6 |
(6,972) |
(32.9) |
Non-controlling interest |
251 |
234 |
0.1 |
0.1 |
17 |
7.3 |
| |
88 – Reference Form – 2023 | |
Selected
financial indexes
In millions of Reais, except percentages and per share information |
|
2023 |
2022 |
Net income in IFRS (A) |
14,503 |
21,457 |
Accounting pratices diferences (IFRS X BRGAAP) (A - B) |
(620) |
725 |
Net income in BRGAAP (B) |
15,122 |
20,732 |
Average total assets (IFRS) (C) |
1,862,687 |
1,759,072 |
Average equity attributable to controlling shareholders (IFRS) (D) |
164,367 |
156,398 |
Net incomein IFRS as a percentage of average total assets (A / C) |
0.8% |
1.2% |
Net income in IFRS as a percentage of average equity attributable to controlling shareholders (A / D) |
8.8% |
13.7% |
Dividends payout ratio to net income (1) |
13.3% |
17.4% |
(1) Dividends
and Interest on Own Capital (net of taxes) divided by net income, discounting legal reserves, according to BR GAAP.
Next,
we will comment on the main reasons that influenced our lines of results in the comparison of the last fiscal year.
Interest
and similar income
Our
interest and similar income increased by R$10,845 million, or 5.4%, in 2023 compared to 2022, due to the growth in the average volume
of interest-bearing assets, which had a positive impact on our revenues of R$14,837 million, being partially offset by the reduction in
the rates of our interest yielding assets, reflecting the decrease in the SELIC rate from 13.75% in 2022 to 11.75% in 2023, in addition
to the changes in other economic-financial indices, such as inflation, which decreased our revenues by R$3,992 million.
Interest
and similar expenses
Our
interest and similar expenses in 2023 increased by R$25,574 million, or 19.6%, compared to
2022, due to the increase in the average volume of funding, which increased expenses by R$12,381 million and, in addition, there was an
increase in the average interest rate paid, increasing our interest and similar expenses by R$13,193 million, a significant component
of which related to time deposits whose interest and similar expenses increased by R$7,633.
Fee and
commission income
Our
net fee and commission income decreased by R$167 million, or 0.6%, in 2023 compared to 2022, reflecting the decrease in revenues with:
(i) checking accounts (a decrease of R$678 million or 8.8%); (ii) collection and revenues (a decrease of R$144 million or 6.3%); and custody
and brokerage (a decrease of R$86 million or 6.5%), all these reductions are influenced by our portfolio adjustment strategy, which includes
products exempt from fees to align with market trends and customer demand for more accessible services, in addition to being part of the
strategy to attract and retain customers, being partially offset by increased revenues from: (i) credit cards (an increase of R$381 million
or 4.2%), reflecting the increase in the number of transactions carried out; (ii) fund management fees (an increase of R$228 million or
18.2%); and (iii) capital market/financial advisory services (an increase of R$190 million or 18.4%).
Net gains
(losses) on financial assets and liabilities at fair value through profit or loss
Our
net gains from financial assets and liabilities at fair value through profit or loss, increased by R$10,077 million, reaching the amount
of R$10,896 million in 2023 compared to R$819 million in 2022, due to the higher result from investments in securities primarily: (i)
fixed income, totaling a gain of R$7,307 million in 2023, compared to a loss of R$1,195 million in 2022, due to the increase of R$72,048
million, or 34.2%, in investments Brazilian government bonds in 2023; and (ii) equity totaling a gain of R$1,555 million in 2023, compared
to a loss of R$177 million in 2022.
| |
89 – Reference Form – 2023 | |
Gross
profit from insurance and pension plans
Our
gross profit from insurance and pension plans for 2023 increased by R$1,204 million, or 29.8%, compared to 2022, due to the increase in
insurance and pension income (an increase of R$7,007 million or +15.8%), with consequent movement of premiums issued and increased contribution
from pension plans ( including VGBL) partially offset by the increase in insurance and pension expenses (an increase of R$4,881 million
or +14.4%).
Expected
loss on loans and advances
Our
expense with expected loss on loans and advances for 2023 increased by R$3,831 million, or 14.5%, compared to 2022, driven by higher expected
loss for the wholesale segment, being partially offset by a decrease in retail expenses.
Expected
loss on other financial assets
Our
expense with expected loss on other financial assets for 2023 increased by R$4,519 million compared to 2022, driven by higher expected
loss on financial assets at amortized cost in 2023, due to the growth of expenses from newly originated/purchased assets. In 2022, the
reversals of expected loss on financial assets reflected the reassessment of amounts to be received from some specific large corporate
clients.
Personnel
expenses
Our
personnel expenses for 2023 increased by R$925 million, or 4.7%, compared to 2022, as a result of increased expenses with payroll and
social security charges of 6.5% and benefits of 5.3%, reflecting the collective bargaining agreement that takes effect from September
of each year, with a 4.58% increase in salaries and benefits agreed in 2023 (8% in salaries and 10% in benefits in 2022).
Other
Administrative Expenses
Our
other administrative expenses for 2023 decreased by R$288 million, or 1.7%, compared to 2022, reflecting our control of expenses and focus
on operational efficiency.
Income
tax and social contribution
The
following table reflects, on a consolidated basis, the breakdown of our income tax and social contribution charges:
|
R$ in thousands, except % |
Consolidado |
2023 |
2022 |
Income before incomes taxes |
10,208,351 |
24,621,610 |
Total burden of income tax and social contribution at the current rates |
(4,593,758) |
(11,079,725) |
Effect of additions and exclusions in the tax calculation: |
|
|
Earnings (losses) of associates and joint ventures |
945,756 |
610,167 |
Interest on shareholders’ equity |
5,089,859 |
4,577,308 |
Other amounts (1) |
2,852,557 |
2,727,410 |
Income tax benefit / (expense) |
4,294,414 |
(3,164,840) |
Effective rate |
(42.1%) |
12.9% |
(1) Primarily,
includes: (i) the equalization of the effective rate of financial companies except banks, insurance companies and non-financial companies,
in relation to that shown; and (ii) the incentivized deductions.
The
variation in our income tax and social contribution is largely related to the decrease in income before income tax and social contribution
(taxable base), in addition to the higher amount of the JCP (Interest on Shareholders’ Equity) benefit.
| |
90 – Reference Form – 2023 | |
2.2 – Financial and operating income
Officers
must comment on:
| a) | the results of operations of the issuer, in particular: |
i)
the description of any important components of revenue
|
|
|
|
|
R$ million |
Main Operating Income |
2023 |
2022 |
Vertical Analysis % |
Horizontal Analysis |
2023 |
2022 |
2023 x 2022 |
R$ |
% |
Revenues from financial assets |
201,490 |
192,374 |
69.6 |
70.7 |
9,116 |
4.7 |
Loans and advances to banks |
28,324 |
17,154 |
9.8 |
6.3 |
11,170 |
65.1 |
Loans and advances to customers (1) |
102,618 |
101,167 |
35.4 |
37.2 |
1,451 |
1.4 |
Financial assets: |
70,548 |
74,053 |
24.4 |
27.2 |
(3,505) |
(4.7) |
At fair value through profit or loss |
28,364 |
29,224 |
9.8 |
10.7 |
(860) |
(2.9) |
Fair value through other comprehensive income |
16,907 |
29,302 |
5.8 |
10.8 |
(12,395) |
(42.3) |
At amortized cost |
25,277 |
15,527 |
8.7 |
5.7 |
9,750 |
62.8 |
Compulsory deposits with the Central Bank |
9,943 |
8,225 |
3.4 |
3.0 |
1,718 |
20.9 |
Other interest income |
26 |
15 |
- |
- |
11 |
73.3 |
Interest income and similar |
211,459 |
200,614 |
73.0 |
73.8 |
10,845 |
5.4 |
Premiums retained from insurance and pension plans |
51,253 |
44,245 |
17.7 |
16.3 |
7,007 |
15.8 |
Fees and Commission income |
26,957 |
27,124 |
9.3 |
10.0 |
(167) |
(0.6) |
Total Main Operating Income |
289,668 |
271,983 |
100.0 |
100.0 |
17,685 |
6.5 |
(1) Consisting
of Loan and Leasing Operations.
Revenues
from financial assets account for 73.0% of the main operating revenues and growth of 5.4% in the comparison to 2022, reflecting
higher revenues, advance payments to financial institutions and to mandatory Deposits in the Central Bank of Brazil, offset, partly, by
the reduction of the financial assets.
The
following are the main variations presented in the periods:
| § | Loans and advances to Financial Institutions – the
increase of R$11,170 million or 65.1%, was benefited by the increase of the average balance, which went from R$90,524 million, in 2022,
to R$150,828 million, in 2023, impacting the revenue by R$11,326 million, offsetting the growth, partly, by the reduction of the fixing
rate, with an impact of R$156 million; |
| § | Loans and Advances to Clients – The revenues, showed an increase of R$1,451 million or 1.4%
in comparison to 2022, benefited by the increase of the average rate of interest earned, which went from 15.9% in 2022 to 16.0% in 2023,
increasing the revenue by R$1,705 million; |
| § | Compulsory deposits in the Central Bank of Brazil – reached R$ 9,943 million, a growth of
20.9% compared to 2022. This increase is related to the growth of 14.8% in the average volume of these assets, contributing positively
to our revenue by R$ 1,268 million; and |
| § | Financial Assets – experienced a decrease of R$3,505 million or 4.7%: |
| o | At fair value through other comprehensive income – The revenues
decreased by R$ 12,395 million or 42.3%, this fall was influenced by the decrease in the average interest rate, which fell from 15.5%
in 2022 to 8.4% in 2023. However, part of this loss was offset by the increase in the average balance, which positively impacted our revenue
by R$ 1,636 million; and |
| o | Financial assets at amortized cost – The revenues,
showed an increase of R$9,750 million or 62.8% in comparison to 2022, this increase was a reflection of the average fixing
interest rate that grew from 7.7% in 2022 to 13.7% in 2023, which impacted our revenue in R$11,105
million. However, part
of this growth was offset by the reduction of the average balance, with an impact of R$1,354 thousand. |
| |
91 – Reference Form – 2023 | |
ii)
factors that materially affected the operating income.
There
were no factors that materially affected the operating income of the company in the last fiscal year, in addition to those described in
items 2.1.h and 2.2.a.i.
b)
relevant revenue variations attributable to the introduction of new products and services, changes in volumes and prices, exchange
rates, and inflation
No significant
variations in revenues, as well as in our financial income, attributable to changes in prices of our main inputs and products, exchange
rates, inflation, volume change or addition of new products and services, occurred in the fiscal year ended December 31, 2023.
c)
relevant impact of inflation, the price variation of the main inputs and products, foreign exchange and interest rate in operating
income and financial income of the issuer
During
periods of high interest rates, our financial revenue increases because the interest rates on our assets that yield interest also increase.
At the same time, our financial expense increases, since interest rates on our obligations, in which interests apply, also increase. Changes
in the volumes of our assets, and obligations on which interests apply, also affect our financial revenues and expenses. For example,
an increase in financial revenues attributable to an increase in interest rates may be offset by a reduction in the volume of our outstanding
loans.
In addition
to this, when the real devalues, we incur: (i) losses in our liabilities denominated in, or indexed to foreign currencies, such
as: our long-term debt denominated in dollars and foreign currency loans, to the extent that the cost in real financial expenditure increases;
and (ii) earnings in our assets denominated or indexed in foreign currencies, such as: our securities and loan and advance operations
that are indexed to the dollar, when the revenue of these assets measured in real increases. In turn, when the real devalues,
we incur: (i) losses on assets denominated in/or indexed to foreign currencies; and (ii) gains in our liabilities denominated in/or indexed
to foreign currency.
| |
92 – Reference Form – 2023 | |
2.3 – Officers must comment on changes in accounting practices
Officers
must comment on:
| a) | changes in accounting practices that have resulted in significant effects on the information provided
in fields 2.1 and 2.2 |
The
requirements of the Central Bank of Brazil and the CMN, introducing international accounting standards (IFRSs) in financial institutions,
made these institutions prepare annual financial statements in the international standard as of 2010.
IFRSs
are issued by the IASB – International Accounting Standards Board that has a periodic agenda of improvement of the
standards issued.
In 2023,
there was an amendment of the accounting standards regarding the insurance sector concerning the IFRS 17, whose impacts resulting from
its adoption must be recognized retrospectively, based on the full retrospective approach, unless impracticable, in which case the modified
retrospective approach or fair value approach can be used. However, if the entity does not have reasonable and supportable information
to measure the contracts under the modified retrospective approach, it should use the fair value approach.
The
Organization has determined that the full retrospective approach was adopted for insurance contracts measured under the Premium Allocation
Approach (PAA).
For
contracts measured under the General Measurement Model (GMM/BBA), the Organization has determined to use the fair value transition approach
for contract cohorts in the following portfolios: Life Capitalization, Defined Benefit Retirement, Traditional Retirement, and Long-Term
Non-Life – Housing issued until 2017; for Individual Health and Long-Term Non-Life – Consortium portfolios issued until 2018;
for Long-Term Risk Life portfolios until 2019, and for Individual Dental Health portfolios until 2020. The complete retrospective transition
approach will be used for contract cohorts issued after those dates. For contracts using the Model of Variable Fee Approach (VFA), the
fair value transition approach is used for cohorts issued until 2019, and the complete retrospective transition approach is used for contract
cohorts issued after this date. The decision to use the fair value approach was based on the unavailability of information at the necessary
granularity for the use of the complete retrospective transition approach in these portfolios.
Under
the fair value approach, the Contractual Service Margin (CSM) at the transition date represents the difference between the fair value
determined by the Organization and the fulfillment cash flows, which are a risk-adjusted, explicit, unbiased, and probability-weighted
estimate of the present value of future cash flows that will arise as the entity fulfills the contracts.
According
to the standard, a company can reassess the current designation of its assets measured in accordance with IFRS 9, at the initial application
date of IFRS 17, if these assets are related to insurance contracts within the scope of IFRS 17. This redesignation is based on a change
in the business model of the asset obtained through the test of Paying Only the Principal and Interest (SPPI) to protect the company from
the financial effects of this new standard.
The Organization
evaluated the effects of IFRS 17, particularly those related to changes in the discount rate applied, and reassessed its related asset
business model.
The reassessment
results from a reclassification of the business model among assets used to protect the Life and Pension and Health portfolios. In this
reclassification, the Organization decreased the value of assets measured at Amortized Cost and increased the value of assets measured
at Fair Value through Other Comprehensive Income (VJORA). The main reason for this reclassification is the change in the methodology for
valuing insurance liabilities, which now aligns their discounts with market rates.
In 2022,
there were no changes to accounting practices.
| b) | modified opinions and emphasis present in the auditor’s report |
There
were no caveats and no emphasis in the independent auditors’ report.
| |
93 – Reference Form – 2023 | |
2.4 – Events with significant effects (occurred and expected) on financial statements
Officers
should comment on significant effects eventually caused or expected to be caused by the following events on the issuer’s financial
statements and results:
| a) | introduction or sale of operating segment |
No operational
segment was introduced or sold in the period.
| b) | creation, acquisition or sale of equity interest |
- Atlântica
(indirect company of the Insurance Group): On August 31, 2023, Bradesco communicated to its shareholders that it signed an Investment,
Purchase and Sale Agreement of Shares and Other Covenants with Hospital Santa Lúcia S.A. to acquire 20% of the share capital of
Grupo Santa. The transaction is aligned with Atlântica’s strategy of investing in the health sector value chain and the conclusion
is subject to compliance with certain usual suspensive conditions in operations of this nature, including due regulatory approvals.
- Hospital
Mater Dei S.A. (“Mater Dei”): On December 21, 2023, Bradesco communicated to shareholders that Atlântica Hospitais
e Participações S.A. (“Atlântica”), a company dedicated to investments in hospitals, indirectly controlled
by Bradesco and Bradseg Participações S.A. (member of the Grupo Bradesco Seguros), firmed, on this date, an Investment
Agreement with Hospital Mater Dei S.A. (“Mater Dei”) for the development and operation of a new general hospital in São
Paulo. Atlântica will have 51% of the company to be constituted (“SPE”), and Mater Dei, responsible for the medical
and administrative management of the hospital, will have 49%. The transaction is aligned with Atlântica’s strategy of investing
in the health sector value chain through partners with players established in the hospital operations and is subject to compliance with
certain usual suspensive conditions in operations of this nature, including the appropriate regulatory approvals.
- Cielo
S.A: On February 5, 2024, Bradesco communicated to shareholders that its subsidiary, Quixaba Empreendimentos e Participações
Ltda. (“Quixaba”) and BB Elo Cartões Participações S.A. (“BB Elo” and, together with Quixaba,
the “Controlling Shareholders”), sent a notice to Cielo S.A. – Payment Institution (“Company”), informing
about its decision to proceed with the conversion of the Company’s open company register from category “A” to “B”,
with its consequent delisting from the special sector of the Novo Mercado (New Market) of B3 S.A. – Brazilian Exchange & OTC
(“B3”), through the launch of a unified public offer to acquire common shares for conversion of the open company registration
from category “A” to “B” and the delisting from the special segment, in accordance with the applicable legislation
and the Company’s articles of incorporation (“OPA”). The application for registration of the OPA will be made within
the regulatory deadline.
The
OPA will be launched by (i) Controlling Shareholders and companies (ii) Elo Participações Ltda. (“Elo Participações”),
(iii) Alelo Instituição de Pagamento S.A. (“Alelo”) and (iv) Livelo S.A. (“Livelo” and, together
with the Controlling Shareholders, Elo Participações and Alelo, the “Offering Shareholders”), indirect subsidiaries
of Bradesco and Banco do Brasil S.A. (BB Elo’s direct controller), for the acquisition of up to all common shares issued by the
Company, except for those held by the Offering Shareholders and/or Controlling Shareholders, directly or indirectly, and shares held by
the Company itself and held in treasury (“Shares Subject to the Offer”), in a unified way for the purposes of (i) conversion
of the open company registration category “A” to “B”; and (ii) delisting of the Company from the special segment
Novo Mercado (New Market) of B3. The price offered for each Share Subject to the Offer will be R$5.60.
c)
Unusual events or operations
During
the period, there were no events or unusual operations concerning the issuer, in addition to the events already stated in item 2.1.a and
2.1.h, which caused or which are expected to cause significant impacts on their results.
| |
94 – Reference Form – 2023 | |
2.5 – If the issuer has disclosed, during the last fiscal year, or wishes to disclose in this form non-accounting measurements,
such as EBITDA (earnings before interest, tax, depreciation and amortization) or EBT (earnings before interest and tax), the issuer must
inform:
a)
inform the value of non-accounting measurements
Not applicable.
b)
make the reconciliations between the values disclosed and the values of the audited financial statements
Not applicable.
c)
explain why it understands that such a measurement is more appropriate for the correct understanding of its financial condition and the
result of its operations
Not applicable.
2.6
– Subsequent events to the latest financial statements
There
were no subsequent events that need to be adjusted or disclosed for the consolidated financial statements that were closed on December
31, 2023.
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95 – Reference Form – 2023 | |
2.7 – Officers must comment on the destination of the corporate income
|
Income Allocation |
A) Rules on withholding profits |
Legal reserve
The allocation
of a portion of the net income, for legal reserves, is set out by Article 193 of Law No. 6,404/76 and is intended to ensure the integrity
of the share capital, and may only be used to offset losses or to increase capital.
The net
income for the year, five percent (5%), shall be applied before any other allocation, in the constitution of the legal reserve, which
shall not exceed twenty percent (20%) of the share capital.
The legal
reserve may no longer be constituted in the year in which the balance of this reserve, increased by the amount of the capital reserves
provided for in paragraph 1 of Article 182, exceeds thirty percent (30%) of the share capital.
Statutory
Reserves
Article
194 of Law No. 6,404/76 regulates the creation of statutory reserves. Pursuant to such legal document, the Company’s bylaws may
create reserves based on the following specific conditions:
-
the purpose is accurately and completely indicated;
-
the criteria for determining the portion of annual net income that will be allocated for its constitution is established; and
-
the maximum reserve limit is set.
Pursuant
to applicable laws, Article 28 of the Bylaws sets out that the balance of the net income, after every statutory allocation, will have
the allocation proposed by the Board of Executive Officers, approved by the Board of Directors and deliberated in the Shareholders’
Meeting, and one hundred percent (100%) of this balance may be allocated to the Profits Reserves – Statutory, aimed at keeping the
operating margin compatible with the development of active operations of the Company, up to the limit of ninety-five percent (95%) of
the value of the paid-in share capital.
In case a proposal
by the Board of Executive Officers, on the allocation of the net income for the year, includes the payout of dividends and/or the payment
of interest on own capital in an amount greater than the mandatory dividend established in Article 27, item III, of the bylaws, and/or
the withholding of profits in accordance with Article 196 of Law No. 6,404/76, the balance of net income for purposes of constituting
this reserve will be determined after the full deduction of these allocations. |
Amounts referring to the Withholding of Profits |
(R$ thousand) |
2023 |
2022 |
Net Income for the Year |
15,121,802 |
20,732,172 |
Legal Reserve |
756,090 |
1,036,608 |
Statutory Reserves |
3,054,908 |
9,523,402 |
Gross Interest on Own Capital |
11,310,804 |
10,172,162 |
| |
96 – Reference Form – 2023 | |
B) Rules on Dividends and/or Interest on Own Capital payouts |
With the advent
of Law No. 9,249/95, which entered into force on January 1, 1996, companies can pay interest on own capital, to be imputed, net of withholding
income tax, to the amount of the minimum mandatory dividend.
Minimum
Mandatory Dividend
In accordance
with item III of Article 27 of Bradesco’s Bylaws, shareholders are entitled to thirty percent (30%) of the net income as minimum
mandatory dividends, in each fiscal year, adjusted by reducing or increasing the values specified in items I, II and III of Article 202
of Law No. 6,404/76 (Brazilian Corporate Act).
Therefore,
the minimum percentage of thirty percent (30%), established in the Bylaws, is above the minimum percentage of twenty-five percent (25%),
which is established in paragraph 2 of Article 202 of Law No. 6,404/76.
Shareholders
Holding Preferred Shares
Preferred shares
grant their holders dividends of ten percent (10%) higher than those that are attributed to common shares (letter “b” of paragraph
2 of Article 6 of the corporate Bylaws).
Re-Application
of Dividends or Interest on Own Capital
The re-application
of Dividends and/or Interest on Own Capital is a product that allows Bradesco’s depositor shareholders, registered in the Bradesco
Corretora (Broker), either individuals or legal entities, to invest the amount received, credited to checking accounts, in new shares
(currently only for preferred shares), thereby increasing shareholding interest.
Shareholders
have the option of re-applying the monthly and/or special (complementary and intermediary) dividends. There is no ceiling for this re-application
and the minimum limit should be enough for the acquisition of at least one (1) share. |
C) Frequency of Dividends and/or Interest on Own Capital payouts |
Bradesco distributes
Dividends and/or Interest on Own Capital (from January 1, 1996 with the advent of Law No. 9,249/95) monthly since 1970, constituting the
Brazilian financial institution as pioneer in adopting this practice.
Interim
Dividends
The Board of
Executive Officers, upon approval by the Board of Directors, is authorized to declare and pay interim dividends, twice a year or on a
monthly basis, to the existing Accrued Profits or Profit Reserves accounts (Article 27, paragraph 1 of the Bylaws).
They may also
authorize the distribution of Interest on Own Capital to replace interim dividends, either integrally or partially (Article 27, paragraph
2 of the Bylaws).
Systematic
Monthly Payment of Dividends and/or Interest on Own Capital
For the purposes
set out in Article 205 of Law No. 6,404/76, shareholders that are entered into the records of the Company on the date of the statement,
which occurs on the first business day of each month, shall be deemed beneficiaries.
Payments are
made on the first business day of the subsequent month, one month in advance of the mandatory dividend, by credit into the account that
has been informed by the shareholder or provided to the Company. |
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97 – Reference Form – 2023 | |
D) Any restrictions on the distribution of dividends, imposed by special laws or regulations applicable to the issuer, as well as contracts, judicial or administrative decisions or arbitration. |
There are no restrictions on the distribution of dividends. |
E) If the issuer has a policy of destination of results formally approved, they should inform the body responsible for the approval, the date of approval and, if the issuer discloses the policy, the locations on the global computer network where the document can be consulted |
The Company has a document entitled “Practices for the Payment of Dividends and/or Interest on Own Capital of Banco Bradesco S.A.” approved by the Board of Directors on April 1, 2015 and publicly available on the website of the Securities and Exchange Commission (Comissão de Valores Mobiliários – CVM) (www.cvm.gov.br), of B3 S.A. – Brazilian Exchange & OTC (www.b3.com.br) and on the Company’s Investor Relations website (www.bradescori.com.br), which establishes, among other aspects, the periodicity for the payment of dividends and the parameter of reference to be used to define the amount that will be distributed. In the specific case of Bradesco, the Company establishes the payment of dividends and/or interest on own capital on a monthly basis. |
2.8
– Relevant Items not evidenced in the financial statements
Officers
must describe the relevant items not evidenced in the financial statements of the issuer, indicating:
a)
assets and liabilities held by the issuer, either directly or indirectly, that do not appear in the statement of its financial
position (off-balance sheet items), such as:
i.
written-off receivables portfolios over which the entity keeps risks and responsibilities, indicating respective liabilities;
There
are no relevant items that are not evidenced in the financial statements.
ii.
future contracts for purchase and sale of products or services;
There
are no relevant items that are not evidenced in the financial statements.
iii.
construction contracts not terminated;
There
are no relevant items that are not evidenced in the financial statements.
iv.
contracts for future receipts of financing;
There
are no relevant items that are not evidenced in the financial statements.
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98 – Reference Form – 2023 | |
b)
other items not evidenced in the financial statements
There
are no relevant items that are not evidenced in the financial statements. The assets and liabilities held by the issuer, either directly
or indirectly, considered as an off-balance sheet, are evidenced in explanatory note No. 40 (items not recorded on the balance sheet),
which is part of the Company’s financial statements and are shown in the table below:
|
|
R$ million |
|
2023 |
2022 |
Commitments to extend credit (1) |
299,289 |
318,282 |
Sureties and Guarantees (2) |
105,817 |
97,961 |
Letters of credit for imports |
439 |
794 |
Total |
405,545 |
417,037 |
(1)
Includes credit card, personal loans, real estate financing, guaranteed account, and overdraw limits to be cleared; and
(2) Refers to
the provided guarantees, which are mostly carried out with Corporate clients.
The
financial guarantees are conditional commitments of loans which are issued to guarantee the performance of a client before a third party.
According to these guarantees, generally, we have the right of recourse against the client to recover any paid amounts. In addition to
this, we retain resources in cash or other guarantees of high liquidity to ensure these commitments
The
contracts are subject to the same credit evaluations as in other loan operations. Standby letters of credit are issued, primarily to endorse
public and private debt issue agreements including commercial paper, securities financing and similar transactions. The standby letters
of credit are subject to client credit evaluation by the Management.
The
letters of credit are undertakings which are issued to guarantee the performance of a client to a third party. We issue business letters
of credit to enable foreign trade transactions. These instruments are short-term commitments to pay the beneficiary of a third party under
certain contractual conditions for the shipment of products. The contracts are subject to the same credit assessments applied in other
credit concessions.
2.9
– Comments on other items not evidenced in the financial statements
For each
of the items that are not evidenced in the financial statements listed in item 2.8, officers must comment on:
a)
how such items are likely to alter or change the income, expenses, operating income, financial expenses or other items of the financial
statements of the issuer
As described
in item 2.8, we inform that, with regard to the guarantees provided and the letters of credit for importation, the issuer receives a rate
or a commission on the operation that sensitizes the revenue and consequently the operational income. If a problem occurs relating to
a client’s capacity to make a payment, there may be the need for the constitution of provisions. Now, regarding the commitments
of credit values to be released, there will only be an impact on the lines of income, if clients use these lines of credit.
b)
nature and purpose of the operation
Information
disclosed in item 2.8.
c)
nature and amount of the obligations assumed and rights generated in favor of the issuer as a result of the operation
Information
disclosed in item 2.8.
| |
99 – Reference Form – 2023 | |
2.10 – Business plan
Officers
must indicate and comment the main elements of the issuer’s business plan, exploring specifically the following topics:
a)
investments, including: i) quantitative and qualitative description of ongoing investments and foreseen investments; ii) sources
of finance for investments; iii) relevant ongoing divestments and divestments planned
As a
necessary condition for the continued growth, our expenditures on Information Technology (IT) include system development, processing equipment,
software, and essential items to streamline our operations, aiming to increase productivity, accessibility, and cost efficiency. These
expenditures encompass both internal systems and systems that directly impact our clients.
Below,
we present the total IT expenses for the past two years:
|
|
R$ million |
|
2023 |
2022 |
Information Technology (IT) |
8,956 |
9,748 |
b)
provided that it is already disclosed, indicate the purchase of plants, equipment, patents or other assets to materially influence
the productive capacity of the issuer
No disclosure
of the purchase of plants, equipment, patents or other assets to influence materially our productive capacity.
c)
new products and services, indicating: i) a description of the research in progress that is already disclosed; ii) the total amounts
spent by the issuer on research to develop new products or services; iii) developing projects that are already disclosed; iv) the total
amounts spent by the issuer in the development of new products or services
We do
not have new products and relevant services, individually.
d)
opportunities included in the issuer’s business plan related to ESG issues
As expressed
in its corporate purpose, the Organization is committed to sustainable development and the generation of shared value for investors, employees,
suppliers, clients, regulatory agencies and society, through business and operations.
We recognize
that the management of environmental, social and governance aspects (ESG) is crucial to our long-term sustainability and success. Following
the guidelines of our Standard for Social, Environmental and Climate Responsibility (PRSAC), we consider ESG issues in the integration
of risks and opportunities of the Organization.
Sustainability
is a fundamental pillar of our corporate strategy, which guides our actions in promoting a change agenda, aligned with the Sustainable
Development Goals (SDGs), and focusing on three main themes: Sustainable Business, Climate Agenda and Financial Citizenship.
In the
Sustainable Business front, we seek to boost businesses that foster socio-environmental development. In 2021, we announced the goal of
allocating R$250 billion by 2025 to sectors and assets with positive socio-environmental impact. This goal includes credit concession
for positive contribution activities, classified according to internal methodology based on Febraban’s taxonomy, financial products
and services with a socio-environmental focus and advice on structuring credit and debt solutions linked to ESG criteria.
By December
2023, R$227 billion, that is, 90.8% of the total resources destined to this goal had already been allocated.
In 2023,
we entered into a Strategic partnership with the IFC - International Finance Corporation to raise US$250 million, with the aim of expanding
the funding to micro, small and medium-sized enterprises inserted in the concept of the Local Productive Arrangements Program –
APLs, with a focus on creative economy in the North and Northeast regions.
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100 – Reference Form – 2023 | |
On the
climate agenda, we are committed to raising awareness and financing of our clients in the transition to a greener, more inclusive low-carbon
economy. To strengthen this performance, we joined the Net-Zero Banking Alliance, assuming the commitment with the decarbonization of
our loan and investment portfolios, to achieve zero net emissions by 2050.
To
learn more about our Sustainability and Sustainable Business strategy, visit our website at https://banco.bradesco/html/classic/sobre/sustentabilidade/en/index.shtm.
2.11
– Other factors with relevant influence
Comment
on any other factors that influenced operational performance in a relevant way, and those which have not been identified or discussed
in the remaining items in this section:
Bradesco's
Management has been following up and monitoring the situation and so far no relevant direct impacts have been identified.
Between
April and May 2024, the state of Rio Grande do Sul was hit by storms and floods that caused a local tragedy. Banco Bradesco S.A. stands
in solidarity and has been carrying out support actions aimed at the state and population. In parallel, we are evaluating the initial
impacts and possible future consequences that this catastrophe could cause.
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101 – Reference Form – 2023 | |
3. Projections
3.1
– Disclosed projections and assumptions
The
words “believes”, “may”, “could”, “should”, “seeks”, “estimates”,
“continues”, “anticipates”, “intends”, “expects”, “potential” and other similar
words contained in this section are intended to identify estimates and prospects for the future. The projections and perspectives for
the future include information that is linked to results and projections, strategies, financing plans, competitive position, industry
environment, potential growth opportunities, the effects of future regulations and the effects of the competition. Such projections and
perspectives for the future relate only to the date on which they were expressed.
Given
the risks and uncertainties described here, the projections may not come to fruition and therefore do not constitute any guarantee of
future performance. Still, the future results and performance of Bradesco may differ substantially from those that were provided for in
its estimates, on the grounds, including, but not limited to, the risk factors listed in this Reference Form, many of which are beyond
Bradesco’s capacity to control or forecast. Additionally, such estimates are based on assumptions that may not come true. In view
of these uncertainties and limitations, investors should not make their investment decisions solely on the basis of estimates and prospects
for the future contained in this Reference Form.
It is
important to mention that the projections and estimates used in this item have been prepared in accordance with accounting practices adopted
in Brazil, applicable to institutions authorized to operate by the Central Bank of Brazil.
Indicators
that allow market analysts to feed their projection models for the future results of Bradesco. Currently, the following indicators are
disclosed:
Indicators |
Measurement form |
Expanded Loan Portfolio |
Accumulated variation observed in 12 months. |
Net Interest Income (1) |
Expected growth percentage for the year. |
Fee and Commission Income |
Expected growth percentage for the year. |
Operating
Expenses (2)
(Personnel
+ Administrative Expenses + Other Operating Expenses) |
Expected growth percentage for the year. |
Income from Insurance, Pension and Capitalization Bond Operations |
Expected growth percentage for the year. |
Expanded Loan Loss Provisions(3) |
Expenses expected in the year. |
| (1) | As of 2023, it considers the indicator “Net Interest Income”, which includes Client NII and
Market NII; |
| (2) | Administrative and personnel expenses will increase in line with inflation; and |
| (3) | Includes provision for sureties, guarantees, income from credit recoveries, discounts granted, result
with BNDU (assets not for own use) and impairment of financial assets. |
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102 – Reference Form – 2023 | |
| b) | Projected period and expiration of the projections |
At Bradesco,
projections indicate the expected values for the current year. When disclosing the results of each period (last quarter of each year),
the expected indicators for the following fiscal year are disclosed. The projections expire in the current year.
Assumptions
that can be influenced by the Management for 2024
| · | The Guidance includes contractual adjustments and the adequacy of costs that are pursuant to the business
growth and strategy the investment plan of the Organization; |
| · | Changing in Bradesco’s service network (Expansion/Retraction); |
| · | The estimates do not include new partnerships or takeovers; and |
| · | Business growth according to the operational strategy of the Organization. |
Premises
that are beyond the control of the Management for 2024
| · | Maintenance of the basic fundamentals of the current Macroeconomic Policy; |
| · | Change in the world scenario; |
| · | Alteration of the Selic interest rate by COPOM to control inflation; |
| · | Evolution of the loan market; |
| · | Liquidity conditions that change the demand for credit; and |
| · | Regulatory changes which affect banking administration. |
| d) | Values of the indicators object of the forecast |
Indicators |
Estimated |
Observed |
2024 |
2023 |
2022 |
2021 |
Expanded Loan Portfolio |
7% to 11% |
(1.6%) |
9.8% |
18.3% |
Net
Interest Income (1)
Client
NII |
3% to 7% |
(1.8%) |
3.8%
22.0% |
1.3%
6.5% |
Fee and Commission Income |
2% to 6% |
(0.1%) |
4.7% |
4.1% |
Operating
Expenses
(Personnel +
Administrative Expenses + Other Operating Expenses) |
5% to 9% (2) |
10.4% |
4.7% |
1.1% |
Income from Insurance, Pension and Capitalization Bond Operations |
4% to 8% |
21.1% |
28.9% |
(5.5%) |
Expanded Loan Loss Provisions |
R$35 bi to R$39 bi |
R$39.5 bi |
R$32.3
bi
R$27.4
bi (3) |
R$15.0 bi |
| (1) | From 2023, it considers the indicator for the Total Net Interest Income,
which includes the Client NII and the Market NII; |
| (2) | Administrative and personnel expenses grow in line with inflation; and |
| (3) | Disregarding the impact of a Large Corporate client. |
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103 – Reference Form – 2023 | |
3.2 – Monitoring and changes to the disclosed projections
The
projections and estimates used in this item have been prepared in accordance with accounting practices adopted in Brazil, which are applicable
to institutions that are authorized to operate by the Central Bank of Brazil.
a)
Changes or replacement of projections
From
2023 onwards, the “Client NII” indicator will be analyzed as “Net Interest Income, which includes the Client NII and
the Market NII.
b)
Projections concerning past periods – Forecast vs. Realized
In accordance
with the CVM Resolution No. 80, for this item, it has been established that, with regard to projections concerning past periods, comparisons
between the projected data and those realized are to be disclosed. Below are the projected and realized data relating to the fiscal years
of 2023, 2022 and 2021.
Projections
for 2023
Indicators |
Observed |
Estimated |
Expanded Loan Portfolio |
(1.6%) |
1% to 5% |
Net Interest Income |
(1.8%) |
2% to 6% |
Fee and Commission Income |
(0.1%) |
2% to 6% |
Operational
Expenses
(Personnel
and Administrative Expenses+ Other Operating Expenses) |
10.4% |
7% to 11% |
Income from Insurance, Pension and Capitalization Bond Operations |
21.1% |
21% to 25% |
Expanded Loan Loss Provisions |
R$39.5 bi |
R$36.5 bi to R$39.5 bi |
Reasons
for deviations in the projections:
| · | Expanded Loan Portfolio - The lower-than-expected growth of the loan portfolio was mainly due to
the implementation of more restrictive credit policies with the aim of controlling default, which reached its peak in terms of 90-day
NPL in 2Q23. After controlling default, the bank gradually resumed credit origination, impacting the formation of the expanded portfolio.
This recovery is reflected in the 2024 guidance, which points to growth in the expanded loan portfolio of 7 to 11%. |
| · | Net Interest Income and Fee and Commission Income - Failure to comply with
the guidance for Net Interest Income and Fee and Commission Income is correlated to lower-than-expected credit growth, impacted by the
lower volume of credit origination and a credit mix with a lower share of mass credits and a greater share in loan portfolios lower risk. |
| |
104 – Reference Form – 2023 | |
Projections
for 2022
Indicators |
Observed |
Estimated |
Expanded Loan Portfolio |
9.8% |
10% to 14% |
Net Interest Income |
22.0% |
18% to 22% |
Fee and Commission Income |
4.7% |
4% to 8% |
Operational
Expenses
(Personnel
and Administrative Expenses + Other Operating Expenses) |
4.7% |
1% to 5% |
Income from Insurance, Pension and Capitalization Bond Operations |
28.9% |
18% to 23% |
Expanded Loan Loss Provisions |
R$32.3
bi
R$27.4 bi (1) |
R$25.5 bi to R$27.5 bi |
(1)
Disregards the impact of a Large Corporate client.
Reasons
for deviations in the projections:
| · | Result of Insurance, Pension and Capitalization Operations – Improvement in operational performance,
favored the growth of Insurance, Pension and Capitalization operations. |
| · | Expanded Loan Loss Provisions – We considered a Loan Loss Provision for 100% of the risk
of a Large Corporate client in December 2022, we remained above the guidance, disregarding the impact of this client, we would be at the
top of the range estimated for the year. |
Projections
for 2021
Indicators |
Observed |
Estimated |
Expanded Loan Portfolio |
18.3% |
14.5% to 16.5% |
Net Interest Income |
6.5% |
2% to 6% |
Fee and Commission Income |
4.1% |
2% to 6% |
Operational
Expenses
(Personnel
and Administrative Expenses) |
1.1% |
(5%) to (1%) |
Income from Insurance, Pension and Capitalization Bond Operations |
(5.5%) |
(10%) to 0% |
Expanded Loan Loss Provisions |
R$15.0 bi |
R$13.0 bi to R$16.0 bi |
Reasons
for deviations in the projections:
| · | Expanded Loan Portfolio – Increase in virtually all products (for Individuals and Legal Entities),
with a highlight to the credit card operations, personal/payroll-deductible loans, real estate financing, rural loans, guaranteed account
and CDC, which rose above two digits. |
| · | Net Interest Income – Strong increase in the average volume of operations, and higher average
rate of margin with clients, both due to the higher result of the spread-sensitive liabilities margin and the improvement in spreads and
product mix in loan operations. |
| · | Operating Expenses – Main effects occurred due to the collective bargaining agreement as
of September 2021, higher than original expectations, in addition to greater investments in digital initiatives in the Organization. |
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| c) | Projections relating to ongoing periods |
The
projections were disclosed for the ongoing period, which were informed in item 3.1 of this Reference Form.
4.
Risk factors
4.1
– Description of risk factors in descending order of relevance
Below
are the main risk factors that Bradesco considers relevant, on the date of this Reference Form, and that could influence the decision
of investment. If they materialize, these risks could have an adverse effect on our business, our financial situation and equity, and
the price of our securities. Therefore, possible investors could evaluate the risks described below thoroughly, as well as other information
contained in this Reference Form.
We observed
that the risks described below are not the only risks to which the Organization is subject. Other risks that we are not aware of, in case
they materialize, can generate similar effects to those mentioned previously.
It is
important to highlight that the order in which the risks are presented reflect a criterion of relevance established by the Organization.
a)
to the issuer
Our
financial and operating performance may be adversely affected by epidemics, natural disasters and other catastrophes, such as the current
Covid-19 pandemic, which had a significant impact on our 2020 and 2021 results.
The outbreak
of contagious diseases, such as the outbreak of Covid-19 on a global scale, which began in December 2019 and was declared a pandemic by
the World Health Organization on March 11, 2020, may affect investment decisions and result in sporadic volatility in international and/or
Brazilian markets. Such outbreaks may result and have resulted (in the case of Covid-19), at different levels, in the adoption of governmental
and private measures, including restrictions, in whole or in part, on the movement and transport of people, goods and services and, consequently,
the closure of public establishments and offices, interruptions in the supply chain, reduction of consumption in general by the population
and volatility in the price of raw materials and other inputs.
In addition,
governments have been acting on a global scale with greater intervention in their economies, including through regulations and availability
of resources, in response to the economic situation resulting from the advance of the Covid-19 pandemic.
The outbreak
of epidemics (such as the COVID-19 pandemic), natural disasters and other catastrophes can have a significant negative effect on the world
and Brazilian economy, and include or may include:
•
Reduction of the level of economic activity;
•
Currency devaluation and volatility;
•
Increase in fiscal deficit and decrease in the Federal Government’s capacity of investing and making payments and hiring services
or purchasing goods;
•
Decrease of available liquidity in the international and/or Brazilian market; and
•
Delays in judicial, arbitral and/or administrative proceedings, especially in cases that are not electronic.
The occurrence
of such events may have a materially adverse effect on the global and/or Brazilian economy and impact the liquidity and market value of
our preferred shares and common shares; they may
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also result in: long-range
socioeconomic impacts, including a possible drop in revenue in Brazil and an increase in demand for public spending in key sectors, a
scenario in which legislative amendments can be used to impose, even temporarily, a more costly tax treatment of our commercial activities,
which can adversely affect our business and operating income.
We cannot
guarantee the future impacts or measures that may be adopted if there is a pandemic or other outbreak of other transmissible diseases,
nor the accuracy of our assessment of the actual and potential impacts or the extent of losses resulting from such pandemics or other
transmissible diseases, that could impact our operations and financial situation. In addition, our operations can be negatively impacted
by the emergence of new strains of the coronavirus and setbacks in the implementation of vaccination programs or measures necessary to
contain other transmissible diseases.
We cannot
guarantee that other regional and/or global outbreaks may not occur and, if they occur, we cannot guarantee that we will be able to take
the necessary steps to avoid a negative impact on our business and financial income.
Adverse
conditions in the credit and capital global markets, just like the value and/or perception of value of Brazilian government securities,
may adversely affect our ability to access funding in a cost effective and/or timely manner.
Volatility
and uncertainties in the credit and capital global markets have generally decreased liquidity, with increased costs of funding for financial
institutions. These conditions may impact our ability to replace, in a cost effective and/or timely manner, maturing liabilities and/or
access funding to execute our growth strategy.
Part
of our funding originates from repurchase agreements for sales (repo operations), which are largely guaranteed by Brazilian government
securities. These types of transactions are generally short-term and volatile in terms of volume, as they are directly impacted by market
liquidity. As these transactions are typically guaranteed by Brazilian government securities, the value and/or perception of value of
the Brazilian government securities may be significant, affecting the availability of funds. For example, if the quality of the Brazilian
government securities used as collateral is adversely affected, due to the worsening of the credit risk of the Brazilian government, the
cost of these transactions can increase, making this source of funding inefficient for us.
If the
market decreases, which could cause a reduction in volume, or if there is increased collateral credit risk and we are forced to take and/or
pay unattractive interest rates, our financial condition and the results of our operations may be adversely affected.
The
increasingly competitive environment in the Brazilian banking and insurance segments may have a negative impact on our business prospects.
The
markets for financial, banking and insurance services in Brazil are highly competitive. We face significant competition in all of our
main areas of operation from other large banks and insurance companies, both public and private, based in Brazil and abroad, in addition
to new players, such as fintechs and startups that begin to operate with a differentiated and reduced level of regulation. It should be
noted that major technology companies “bigtechs” are also strong competitors, seeking to invest in online payment systems
and financial transactions tools by means of various types of applications. In addition, we note that the implementation of Open Finance
in Brazil has intensified this competition through the possibility of sharing information between institutions.
This
competitive environment combined with the accelerated process of digital innovation observed in the sector may impact our speed of adaptation
to this ecosystem and consequently the performance of certain lines of business, which may negatively affect our financial condition,
the result of our operations and the market value of our shares.
We
may experience increases in our level of non-performing loans as our loan and advance portfolio becomes more seasoned.
Our
portfolio of loans and advances to clients experienced a decrease in 2023. Any corresponding decrease in our level of non-performing loans
and advances to clients may lag behind the rate of loan growth,
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as loans typically do
not have due payments for a short period of time after their origination. Levels of non-performing loans are normally higher among our
Individual clients than our Corporate clients.
Our
delinquency ratio, which is defined as the total loans overdue for over ninety days in relation to the total loan and advance portfolio,
increased to 5.1% as of December 31, 2023 (disregarding the large Corporate client, who is 100% provisioned, or 5.2% considering
the Large Corporate client) in comparison to 4.3% on December 31, 2022 (disregarding the Large Corporate client). This
growth is related to increased delinquency in the mass-market segment (individuals and legal entities) due to the inflationary environment
and rising interest rates.
If economic
conditions are deteriorating, or if we are experiencing rapid growth in loans, this may result in increases in our impairment of loans
and advances and in our default rate, which can have an adverse effect on our business, financial condition and income of the operations.
Our
trading activities and derivatives transactions, as well as investments in financial assets at fair value through income and fair value
through other comprehensive income, are not predictable and may cause significant financial losses, which could lead to a significant
impact on our operating income.
We operate
in security negotiations, buying fixed and variable income securities, mainly to sell them in the short term and generate profits on price
differences. The fair value of these instruments may decrease significantly due to the volatility of financial
markets and can vary over short periods. As of December 31, 2023, bonds classified under the "fair value through profit or loss"
category and the "fair value through other comprehensive income" category represented 31.2% of our assets, and realized and
unrealized gains and losses originating from these investments have had and may continue to have a significant impact on the results of
our operations. In addition, we enter into derivative transactions, mainly to manage our exposure to the interest rate and foreign
exchange risks of clients’ operations. However, these assets may also expose us to the possibility of significant financial losses
in the future, since derivatives are subject to value fluctuations.
In
addition, we enter into derivatives transactions to manage our exposure to interest rate and exchange rate risk resulting from
operations with clients. These assets may also expose us to the possibility of significant financial losses
in the future, since they are subject to fluctuations in value.
A
failure or breach of our or our suppliers' operational, security or technology infrastructure and systems could temporarily interrupt
our business and cause losses.
Our
operations depend on the efficient and uninterrupted operation of our information technology systems. However, any unavailability of infrastructure,
software, or telecommunications networks can impact the processing of transactions performed by our clients, which can lead to financial
losses, regulatory fines, penalties, interventions, reimbursements, and other damage-related costs. These factors can have an adverse
material effect on our business, reputation and operating income.
Furthermore,
due to the nature of our operations, the wide range of products and services we offer, the significant volume of activities and transactions
carried out, and the global context of digital transformation where there is an increasing integration between platforms, the growing
use of cloud computing, the intensification of relationships with external technology providers, and the extensive use of internet solutions
and connectivity, the technological environment is exposed to various types of risks, whether they arise from internal or external factors.
We face additional risks related to:
•
the need for continuous redesign and development of our information technology architecture and applications;
•
the need to upgrade and integrate legacy systems with emerging technology models in a timely manner;
•
the increasing dependence of service providers due to the migration of certain services to the cloud, which demands robust governance
and new ways of mitigating security and continuity risks beyond our control environment;
•
the broad use of internet solutions and connectivity; and
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•
the growing difficulty in attracting and retaining IT specialized personnel in a competitive market.
Considering
the use of new technologies, the increasing reliance on the internet, and the ever-evolving and sophisticated nature of cyberattacks,
it is not possible to predict all the means that will be employed by malicious individuals or organizations, which could impact our ability
to effectively anticipate and/or prevent cyberattacks. Any of these events or any new factors can cause disruptions, increased costs,
delays in information processing, and/or losses in the transmission of essential data, which can affect our business, reputation, and
operational and financial conditions.
We
may incur penalties in case of non-compliance with data protection laws.
In August
2018, Law No. 13,709/18 – General Data Protection Law (LGPD, in Portuguese) was enacted, which creates a set of rules for the use,
protection and transfer of personal data in Brazil, in the private and public spheres, and establishes responsibilities and penalties
in the civil sphere. In addition to including existing rules on the subject, the LGPD followed the global trend of strengthening the protection
of personal data, restricting its unjustified use, and guaranteeing a series of rights to holders of data, as well as imposing important
obligations on so-called “treatment agents”. In particular, the LGPD was inspired by recent European legislation on the subject,
reproducing central points of the Directive No. 95/46/EC, Regulation 2016/679 (UE) and General Data Protection Regulation (GDPR).
The
impact of this law has been significant as any processing of personal data will be subject to the new rules, whether physical or digital,
by any entity established in Brazil, any entity who has collected personal data in Brazil, any individual located in Brazil – even
if not residents – or any entity that offers goods and services to Brazilian consumers. In short, the adaptation to the LGPD required
structural changes in our customer relationship, business partners, service providers and employees, and in virtually all internal areas
of Brazilian companies. The LGPD (General Data Protection Law) is fully in effect, along with the National Data Protection Authority (ANPD),
a public administration body responsible for safeguarding, implementing, and overseeing compliance with the LGPD. The ANPD has had the
full authority to apply sanctions since the publication of Resolution CD/ANPD No. 4/23 on February 27, 2023. Additionally, the National
Council for Personal Data Protection and Privacy, created by a provisional measure converted into Law No. 13,583/2019, also plays a role
in data protection and privacy matters.
We operate
in a preventive, detective and corrective manner in order to protect our own and our clients’ information. As a result, we have
evolved our security framework in light of the new digital environment, with a focus on cyber security being key and a pillar of the technology
and processes to establish data protection for our clients. These changes have strengthened the resilience of our systems, our structure
for identifying and detecting threats, and our response and recovery procedures in case of cyberattacks.
However,
possible failures or attacks on our systems and processes of prevention and/or detection and/or correction in the fight against fraud
and in providing information security, and the consequent non-compliance with applicable legislation, which may also negatively affect
our reputation, our financial condition, the result of our operations and the market value of our shares.
Failure
to adequately protect us from cyber security risks can affect us materially and adversely.
We are
exposed to failures, deficiency or inadequacy of our internal processes, human error or misconduct, such as cyberattacks. While we have
procedures and controls to protect our information technology systems and platforms, we are subject to cyber security risks that can affect
us materially and adversely in the event of failures to adequately protect our assets and people.
Like
other large corporations, we are heavily dependent on innovations and technologies, which exposes us to internal and external events that
can affect the availability of our information technology systems and infrastructure. These events can also occur in our third-party service
providers, who are part of our supply chain and have the potential to adversely affect our business and activities.
Risks
that can directly or indirectly impact us or our third-party service providers include, but are not limited to: penetration of information
technology systems and platforms by malicious individuals; infiltration of malware such as computers with viruses into our systems; intentional
or accidental contamination of our networks and systems or those of our third-party service providers that we exchange data with, unauthorized
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access to confidential
client data, and/or organization data, and cyberattacks that may cause service degradation and/or outage that can result in business losses.
Cyber
security and its risks are addressed at the highest strategic level within our Organization. The possibility of loss, theft or alteration
of data processed and stored by us or our third-party service providers was considered an aggravating factor in our risk analysis due
to the potential exploitation of vulnerabilities and weaknesses in systems, devices, networks or other digital media in our information
technology environment and our third-party service providers (i.e., ransomware).
Our
Corporate Security Department performs a prior and periodical analysis in the control environment of third-party providers. Our contracts
of relevant services regarding data processing and storage and cloud computing contain specific cyber security clauses for the protection
of information, even after termination of the contract.
Brazilian
regulatory agencies have also intensified regulation, including through LGPD, CVM Instruction No. 35/21, as amended, and CMN Resolution
No. 4,893/21, enhancing controls, policies, and requirements regarding cloud services.
The
LGPD imposes sanctions and fines in case of data leakage arising from non-compliance with the terms and conditions of the law, however,
any failure in the protection of personal information may impact, our operating and financial income, and reputation. While we have procedures
and controls to protect our clients’ personal information, unauthorized disclosures or security breaches may lead us to legal actions
and administrative sanctions, as well as damages that may materially and adversely affect our operating income, financial condition, prospects
and reputation. In addition, we may be required to report relevant events related to cybersecurity issues, events where client information
may be compromised, unauthorized access incidents, and other security breaches.
In 2022,
we experienced a security incident involving exclusively our subsidiary Banco Bradesco Financiamentos (BBF), which offers specialized
solutions for the commercialization of payroll-deductible loans and vehicle financing. During incident response and forensic analysis,
we found that a systemic vulnerability problem was exploited, resulting in unauthorized access to data of certain BBF clients from part
of the database related to vehicle financing contracts. Measures have been taken to resolve the incident and we contacted the clients
whose data had been inappropriately accessed, and informed the competent authorities (Central Bank of Brazil and ANPD).
In July
2023, we suffered a ransomware incident involving Bradesco Securities, Inc. - New York. On July 18, 2023, we published a relevant fact,
available on our investor relations website and informed the SEC on Form 6-K (not incorporated by reference in this report), of the incident,
which resulted in unauthorized access to employee data, administrative staff and clients exclusively of Bradesco Securities, Inc. The
compromised data included employees of Bradesco Securities, Inc. in the United States, United Kingdom and Brazil, as well as institutional
clients of Bradesco Securities, Inc.
Bradesco
Securities, Inc. promptly activated its control and security protocols to determine the cause and extent of the incident and to mitigate
its effects. It has adopted measures to resolve the incident, including contacting affected persons and competent authorities.
Unauthorized
viewing of this data did not impair Bradesco Securities, Inc.’s clients’ access to transactional services. In addition, the
event did not result in the unavailability of systems or the interruption of operations, which continued to function normally, and did
not affect clients, operations or corporate data of other Bradesco business units, including the systems and operations of Banco Bradesco
S.A. and its subsidiaries in Brazil. There was no risk to the continuity of business and services to clients of the institution.
Although,
any failures to adequately protect us against cyber security risks can affect us materially and adversely.
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The
Brazilian Supreme Court (STF) and the Superior Court of Justice (STJ) is currently deciding cases related to inflationary adjustments
during periods of hyperinflation in Brazil, which may increase our costs and cause losses.
The
STF, which is the highest court in Brazil and is responsible for judging constitutional matters, is currently deciding whether savings
account holders have the right to obtain adjustments for inflation related to their deposits due to the economic plans Bresser, part of
Verão, Collor I and Collor II, implemented in the 1980s and 1990s, before the Plano Real, in 1994. The trial began in November
2013 but was interrupted without any pronouncement on the merits of the subject under discussion by their Members. According to the associations
representing the savings account holders, banks misapplied the inflation adjustments when those economic plans were implemented, and should
be required to indemnify the savings account holders for the non-adjustment of those amounts.
The
STF decided that the ruling of class actions proposed by associations questioning inflationary readjustments only benefits consumers who:
(i) were associated with the associations at the time of filing of the class action; and (ii) authorized the filing of the class action.
This reduced the number of beneficiaries in class actions because, until then, it was understood that these decisions should benefit all
consumers affected by the practices (i.e. whoever suffered losses related to inflationary adjustments, regardless of the losses
of savings beneficiaries being associated to the association that filed the class action).
In a
related sentence, the Brazilian Supreme Court of Justice (STJ) decided, in May 2014, that the starting date for counting default interest
for compensating savings account holders must be the date of summons of the related lawsuit (rather than the date of settlement of the
judgment), therefore increasing the amount of possible losses for the affected banks in the event of an unfavorable decision by the STF.
In
December 2017, with the mediation of the Executive branch’s attorney (Advocacia Geral da União or AGU) and the intervention
of the Central Bank of Brazil, the representatives of the banks and the savings account holders entered into an agreement related to the
economic plans aiming to finalize the claims, establishing a timeline and conditions for the savings account holders to accede to such
agreement. The STF affirmed the agreement on March 1, 2018. This approval determined the suspension of legal actions in progress for the
duration of the collective bargaining agreement (24 months). On March 11, 2020, the signatories to the Collective Bargaining Agreement
agreed to an amendment extending the agreement for a further 60 months. The amendment was taken to the Supreme Court for approval, and
its extension was approved by the plenary of the court, on May 29, 2020, for a period of 30 months (renewable for a further 30 months),
from March 12, 2020. A new amendment was agreed between the Parties of the Collective Agreement extending it for another 30 months
and submitted to the STF for approval. In a session concluded on December 16, 2022, the extension of the Collective Agreement was approved
for another 30 months, and the adherence to the terms of the agreement was carried out through a digital platform specially created for
this purpose. Considering that this is a voluntary agreement, which does not oblige the savers to join, we cannot predict how many savers
will join.
Future
STF decision regarding cases related to inflationary purges may increase our costs and cause losses. This
may negatively affect our financial condition, the result of our operations and the market value of our shares.
We
may incur losses associated with counterparty risk exposures.
We are
subject to the possibility that counterparts will not honor their contractual obligations regarding the settlement of transactions involving
bilateral flows, including the negotiation of derivatives or repo operations. It is necessary to estimate the projected exposures of these
bilateral flows so that it is possible to properly provision, because of the leverage nature of these operations. Such counterparts may
become default due to bankruptcy, lack of liquidity, operational failure or for other reasons, at any time in the term of their operations.
Our
risk management structure may not be fully effective.
Our
objective is to fully incorporate the risk management process into all of our activities, developing and implementing methodologies, models
and other tools for the measurement and control of risks, looking to
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continuously improve
them in order to mitigate the risks that we identify. However, there may be limitations to this risk management framework in foreseeing
and mitigating all the risks to which we are subject, or may in the future become, subject. If our risk management structure is not completely
effective in adequately preventing or mitigating risks, we could suffer material unexpected losses, adversely affecting our financial
condition and the expected results of operations.
We
may face significant challenges in possessing and realizing value from collateral with respect to loans in default.
If we
are unable to recover sums owed to us under secured loans in default through extrajudicial measures such as restructurings, our last recourse
with respect to such loans may be to enforce the collateral secured in our favor by the applicable borrower. Depending on the type of
collateral provided, we either have to enforce such collateral through the courts or through extrajudicial measures. However, even where
the enforcement mechanism is duly established by the law, Brazilian law allows borrowers to challenge the enforcement in the courts, even
if such challenge is unfounded, which can delay the realization of value from the collateral. Our secured claims under Brazilian law will
in certain cases rank below those of preferred creditors such as employees and tax authorities. As a result, we may not be able to realize
value from the collateral, or may only be able to do so to a limited extent or after a significant period, thereby potentially adversely
affecting our financial condition and results of our operations.
We
may incur losses due to impairments on goodwill from acquired businesses.
We record
the value of goodwill in investment acquisitions, which represents the difference between the fair value of the consideration paid and
the fair value of the acquired assets and assumed liabilities. Annually, we assess the basis and estimates of profitability of the Cash-Generating
Units (Unidades Geradoras de Caixa or UGC) in respect of which goodwill is allocated. These evaluations are made through cash flow projections
based on growth rates and discount rates, with those projections then being compared to the value of the Cash-Generating Units to determine
the presence of indicators of impairment of these assets. However, given the inherent uncertainty regarding future cash flow projections,
we cannot guarantee that impairment will not be recognized in the future, which could negatively impact our operating income, financial
condition, and market value of our shares.
We
may be subject to negative consequences in the event of an adverse conclusion in the judicial process arising from Operação
Zelotes (“Zealots Operation”).
In the
context of the Zealotes Operation, an investigation into alleged improper conduct by members of the Administrative Council for Tax Appeals
(CARF), a criminal case was filed against two former members of our Board of Executive Officers in 2016 and received by the 10th Federal
Court of the Judicial Section of the Federal District. The trial court acquitted the two former members of our Board of Executive Officers,
and so far, the Public Prosecutor's Office has not appealed this decision.
Although
we are not a party to this case, any developments in the Zealotes Operation and other on-going investigations or investigations that may
be initiated in the future, any consequent events and the possibility of new accusations may negatively affect our reputation and our
financial condition.
Financial
institutions, such as us, may be subject to legal proceedings arising from certain actions by third parties related to anticorruption,
money laundering and terrorism financing (AMLTF).
We are
subject to Brazilian anti-corruption legislation and of prevention of money laundering and terrorist financing (AMLTF), and legislation
with a similar focus of other countries where we have branches and operations, as well as other anti-corruption and AMLTF laws and transnational
regulatory regimes. These laws require the adoption of integrity procedures to mitigate the risk that (i) anyone acting on our behalf
may give undue advantage to the public agent to gain benefits of any nature; and (ii) or officers, employees, and third parties may use
financial systems inappropriately for any actions related to AMLTF. Legislation of transnational scope, such as the U.S. Foreign Corrupt
Practices Act and the U.K. Bribery Act, as well as the Brazilian law, oblige us, among other things, to maintain policies and procedures
aimed at preventing any illegal or improper activities related to AMLTF and corruption of governmental entities and officials in order
to ensure any commercial advantage, and they require us to maintain accurate records and a system of internal
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controls to ensure the
accuracy of our records and avoid illegal activities. Despite our efforts, we cannot guarantee that such measures will be sufficient to
fully prevent or detect illegal or improper activities.
If our
policies and procedures to prevent bribery, AMLTF and other corrupt practices are not able to prevent voluntary or inadvertent actions
by our executives, employees or third parties representing corruption, government regulatory agencies to which we are accountable have
the power and authority to impose fines and other penalties.
Involvement
in these actions, a risk inherent in the activities of financial institutions, may result in negative publicity for us, and any adverse
decision in an administrative or judicial process may adversely affect our financial situation, operating income, and the market value
of our shares and ADSs. In addition, the perception or allegation that we, our employees, our affiliates or other people or entities associated
with us have engaged in any improper conduct, even if unfounded, may cause significant damage to the reputation and other adverse effects.
Developments
and the perception of risk in Brazil and other countries, especially emerging market countries, may adversely affect the market price
of Brazilian securities, including our shares.
The
market value of securities of Brazilian companies is affected to varying degrees by economic and market conditions in other countries,
including other Latin American and emerging market countries. Although economic conditions in these countries may differ significantly
from economic conditions in Brazil, investors' reactions to developments in these other countries may have an adverse effect on the market
value of securities of issuers based in Brazil. Crises in other emerging market countries may diminish investor interest in securities
of issuers based in Brazil, including ours, which could adversely affect the market price of our shares.
Adverse
developments affecting the financial services industry, such as events or concerns involving liquidity, defaults, or non-performance by
financial institutions or transactional counterparties, could adversely affect our ability to finance our assets.
Events
involving reduced or limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions or
other companies in the financial services industry generally, or concerns or rumors about any events of these kinds, have in the past
and may in the future lead to market-wide liquidity problems. For example, on March 10, 2023, Silicon Valley Bank was closed by the California
Department of Financial Protection and Innovation, which appointed the Federal Deposit Insurance Corporation as receiver. Similarly, on
March 12, 2023, Signature Bank and Silvergate Capital Corp. were each swept into receivership. Such events increase investor concerns
regarding the U.S. or international financial systems, which can affect commercial financing terms. If other banks and financial institutions
enter receivership or become insolvent in the future in response to financial conditions affecting the banking system and financial markets.
A significant decline in available funding could, among other risks, adversely impact our ability to meet our operating expenses, financial
obligations or fulfill our other obligations, or result in breaches of our financial and/or contractual obligations. Any of these impacts,
or any other impacts resulting from the factors described above or other related or similar factors not described above, could have a
material adverse effect on our liquidity.
b)
its shareholders, especially the controlling shareholders
A
majority of our common shares are held, directly and indirectly, by one shareholder and our Board of Directors is composed of 11 members,
including four independent members; accordingly, the interests of non-independent members may conflict with those of our other investors.
As of
March 11, 2024, the Fundação Bradesco held a total ownership stake of 31.44% in our company, comprising 8.61% of direct
ownership and 22.83% of indirect ownership. Under the terms of Fundação Bradesco’s bylaws, members of our Board of
Executive Officers that have been working with us for more than ten years serve as members of the Managing Board of Fundação
Bradesco. The Managing Board has no other members.
Our
Board of Directors has 11 members, four of which are independent, in other words they are not associated with Fundação Bradesco,
in accordance with the criteria included in Law No. 6,404/76, in the regulation issued by the CVM (Brazilian Corporate Law). Brazilian
Corporate Law states that only individuals
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may be appointed to a
company’s Board of Directors. Accordingly, there is no legal or statutory provision requiring us to have independent directors,
however, to exercise good corporate governance, our Board of Directors has four independent directors. Since the majority of members are
not independent, the interests of our Board of Directors may not always be aligned with the interests of part of our other shareholders
and these holders do not have the same protections they would have if most of the directors were independent. Furthermore, our Board members
(excluding independent board members) are affiliated with the Fundação Bradesco, and decisions regarding our acquisition
policy, divestments, financing, or other transactions may be made by the Fundação Bradesco and our Board of Directors that
could be contrary to the interests of our other investors, including shareholders and ADS holders, and that may have a negative impact
on the interests of our shareholders and ADS holders.
If
we issue new shares or our shareholders sell shares in the future, the market price of your preferred share and common share may be reduced.
Sales
of a substantial number of shares, or the belief that this may occur, could decrease the market price of our shares, preferred shares
and common shares, by diluting their value. If we issue new shares or our existing shareholders sell the shares they hold, the market
price of our shares and therefore the market price of our preferred shares and common shares, may decrease significantly.
Under
Brazilian Corporate Law, holders of preferred shares have limited voting rights, accordingly, holders of preferred shares will have similar
limitations on their ability to vote.
Under
the Brazilian Corporate Law (Law No. 6,404/76, which we refer to as Brazilian Corporate Law) and our Bylaws, our preferred shareholders
are not entitled to vote at our shareholders’ meetings, except in limited circumstances. As such, in contrast to common shareholders,
preferred shareholders are not entitled to vote on corporate transactions, including any proposed merger or consolidation with other companies,
among other things.
c)
its subsidiaries and associated companies
Below
we highlight the main risks that could affect the business of our main subsidiary, Grupo Bradesco Seguros, Previdência e Capitalização,
which contributed almost 17% of our income.
Our
losses in connection with insurance claims may vary from time to time. Differences between the losses from actual claims, underwriting
and reserving assumptions and provisions of related insurance policies may have an adverse effect on us.
The
results of our insurance operations depend significantly upon the extent to which our actual claims are consistent with the assumptions
we used to assess our potential future policy and insurance claim liabilities and to price our insurance products. We seek to manage
the insured risks, within our limits of liability and price our insurance products based on the expected
payout of benefits, calculated using several factors, such as assumptions for investment returns, mortality and morbidity rates, cancellations,
conversion into pension income, administrative, operational, brokerage and claims expenses, persistency, and certain macroeconomic factors,
such as inflation and interest rates. These assumptions may deviate from our prior experience, due to factors beyond our control such
as natural disasters (floods, explosions and fires), man-made disasters (riots, gang or terrorist attacks), changes in mortality and morbidity
rates as a result of advances in medicine and increased longevity, pandemics such as the Covid-19 pandemic, which can have a systemic
effect on the business (particularly insurance products), or related and economic effects (other insurance products), among others. Therefore,
we cannot determine precisely the amounts that we will ultimately pay to settle these insurance liabilities, when these payments will
need to be made, or whether the assets supporting our policy liabilities, together with future premiums and contributions, will be sufficient
for payment of these liabilities. These amounts may vary from the estimated amounts, particularly when those payments do not occur in
a short time period, which is the case with certain of our life insurance products. Accordingly, the establishment of the related provisions
is inherently uncertain and our actual losses usually deviate, sometimes substantially, from such estimated amounts. To the extent that
incurred losses are less favorable than the underlying assumptions used in establishing such liabilities, we may be required to increase
our provisions, which may have an adverse effect on our financial condition and results of our operations.
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d)
its managers
We
may suffer losses due to employee misconduct.
Our
business is exposed to risk from potential non-compliance with our policies, including our Code of Ethical Conduct, and related behaviors
and employee misconduct such as fraud, negligence or non-financial misconduct, all of which could result in regulatory sanctions and/or
reputational or financial harm. It is not always possible to deter employee misconduct, despite all the precautions we take to prevent
and detect this activity. Employee misconduct could have a material adverse effect on our business, financial condition, operating income,
prospects and reputation.
e)
to its suppliers
Eventual
need to supply financial support for related entities, whether due to insufficient capital and/or liquidity, relevant operational problems
and dependence on services rendered by suppliers/partners may negatively impact our business performance.
As a
result of our relationship with companies that are not part of our group (Prudential Conglomerate) and our investment fund-related activities,
we may have to provide financial support to these entities if they encounter financial difficulties, equity imbalances, reduction in financial
income or insufficient net assets, among other situations. In addition, our reputation may be adversely affected as a result of any adverse
situation that occurs in the entities in which we invest.
Due
to the complexity of some of our services, we may be dependent on supplier/partner relationships or encounter difficulty in replacing
some suppliers/partners. We are also subject to operational risks that are beyond our control and may impact negatively on our operations
and make the delivery of products and services to our clients more difficult. Possible interruptions in the provision of our services
and difficulties in substituting certain suppliers/partners or other issues beyond our control arising from third party companies may
adversely affect our reputation, operating income, financial conditions, result of our operations and/or market value of our shares.
f)
to its clients
We consider
a risk relating to “the clients” as a risk related to the “issuer”, as described in item “a” of this
section, which reads as “We may face an increase in our level of delinquency in the payment of loans, to the measure that our
loans and advance payment portfolio matures”.
g)
economic sectors in which the issuer operates
The
government exercises influence over the Brazilian economy, and Brazilian political and economic conditions have a direct impact on our
business.
Investing
in emerging market countries like Brazil brings economic risks. Economic volatility in Latin America and other emerging markets have been
caused by many different factors, including high interest rates, changes in currency value, high inflation levels, exchange rate controls,
wage and price controls, changes in economic or fiscal policies, imposition of trade barriers and internal security issues. Any of these
factors can adversely affect the value of our shares.
Abrupt
changes in monetary or fiscal policies, which are not justified by changes in the economic scenario, can generate uncertainties about
economic policy, leading to the deterioration of expectations, amplifying the volatility and negatively impacting the prices of domestic
assets. In this sense, actions and signs of economic policy that are credible and transparent tend to maintain macroeconomic volatility
at low levels.
Historically,
the Brazilian’s political scenario has influenced the performance of the Brazilian economy and the political crises have affected
the confidence of investors and the general public, which has resulted in a deceleration in the economy and greater volatility in the
securities of Brazilian companies issued abroad, in the last years. Uncertainties about the economic policies, especially fiscal, can
generate negative impacts on the prices of domestic assets, such as the depreciation of the currency, elevation of long rates of interest
and stock exchange volatility. Furthermore, uncertainties regarding the economic policies that the Brazilian government may adopt can
influence the market's perception of the risk of foreign investment in Brazil, which, in turn, can adversely affect the market value of
our shares.
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In addition,
legislative changes can have an adverse impact on our operations, performance, our business, financial situation and operating income.
Uncertainty
regarding the economic and fiscal policies and the legal framework could harm the Brazilian economy and, consequently, our business, results
of operations and financial condition.
Currency
exchange variations may have an adverse effect on the Brazilian economy and on our results and financial condition.
Fluctuations
in the value of the real may impact our business. After an extended period of appreciation, interrupted only in late 2008 as a reflection
of the global crisis, the Brazilian real started to weaken in mid-2011, a trend which continued until mid-2016. After a brief period of
stable exchange rates, the real was once again devalued against the U.S. dollar, which was intensified in 2020 and 2021 because of the
increased global aversion to risk, due to the Covid-19 pandemic. Weaker currency periods make certain local manufacturers (particularly
exporters) more competitive, but also make managing economic policy, particularly inflation, increasingly difficult, even with a decelerated
growth. A weaker real also adversely impacts companies based in Brazil with debts in foreign currency and/or indexed in
foreign debts.
If
the Brazilian currency devalues or depreciates, we may incur losses on our liabilities denominated in, or indexed to, foreign currencies,
such as our long-term debt denominated in U.S. dollars and loans in foreign currency, and can lead to gains on our monetary assets denominated
in or indexed to foreign currencies, since liabilities and assets are converted into reais using the foreign currency rate
on the date of the report. Consequently, if our liabilities denominated in, or indexed to, foreign currencies
significantly exceed our monetary assets denominated in or indexed to foreign currencies, including any financial instruments entered
into for hedging purposes, a large devaluation or depreciation of the Brazilian currency could significantly and adversely affect our
financial income and the market value of our shares, even if the value of the monetary assets and liabilities has not changed in
their currency of origin.
The
Brazilian currency recovered part of the losses of previous years in the first months of 2022, mainly due to the increase in interest
rates and higher international commodity prices. However, during the second quarter of 2022, there was a significant devaluation of the
real/US dollar exchange rate due to the slowdown in the fiscal debate and the approval of PEC 1/2022, which authorized new government
spending. In 2023, the real/US dollar exchange rate was fluctuating around US$5.25, with appreciation at the end of the year, ending
below R$/US$4.90. The strong results of the trade balance and the good foundations of the foreign accounts, as well as the growth at a
strong pace, helped explain this movement of appreciation during 2023. At the beginning of 2024, the real/US dollar exchange rate has
fluctuated around US$4.90.
On the
other hand, if the Brazilian currency appreciates, we may incur losses on our monetary assets denominated in, or indexed to, foreign currencies,
such as the U.S. dollar, and we may experience reductions in our monetary assets and liabilities denominated in or indexed to foreign
currencies, as liabilities and assets are converted into reais. Therefore, if our monetary assets denominated or indexed to foreign currencies
significantly exceed our liabilities denominated or indexed in foreign currencies, including any financial instruments entered into for
hedge purposes, a large appreciation of the Brazilian currency could be materially and adversely affect our financial income, even if
the value of monetary assets and liabilities has not changed in their original currency.
Changes
in base interest rate by the Central Bank of Brazil may materially and/or adversely affect our margins and results of operations.
As
a result of inflationary pressures and macroeconomic instability observed at the moment, the Brazilian government has historically adopted
monetary policies that have resulted in interest rates in Brazil being among the highest in the world. The Central Bank of Brazil establishes
the basic interest rates generally available to the Brazilian banking system (SELIC), based on the expansion or contraction of the Brazilian
economy, inflation rates and other economic indicators. In recent years, there has been significant volatility in the Brazilian official
basic interest rate, which ranged from 14.25% on December 31, 2015 to 2.00% on August 20, 2020. On December 31, 2021, the SELIC rate was
9.25%. Subsequently, the rate was gradually rising to 13.75% in 2022, decreasing to 11.75% in 2023. On March 20, 2024, the SELIC
rate was reduced to 10.75%.
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We have
no control over the basic interest rates established by the Monetary Policy Committee (COPOM) of the Central Bank of Brazil or the frequency
with which they are adjusted. Increases in the SELIC basic interest rate, can have an adverse effect on us, reducing the demand for our
credit and increasing our fundraising costs, financial expenses related to the existing debt, and the risk of client default. Reductions
in SELIC rate can also have an adverse effect on us, reducing the interest revenue we earn on our interest-bearing assets and thus reducing
our revenues and margins.
Our
investments in debt securities issued by the Brazilian government expose us to additional risks associated with Brazil.
We invest
in debt securities issued by the Brazilian government. The trading price of these securities is affected by, among other things, market
conditions in Brazil, the perception of Brazil and the related perception of the Brazilian government’s ability to repay principal
and/or make interest payments. Accordingly, adverse developments or trends in any of these areas could have a knock-on adverse effect
on the value of our securities portfolio, thereby affecting our financial condition and results of our operations, which may affect the
market value of our shares.
The
persistently high inflation can affect our revenues and our ability to access foreign financial markets.
Brazil
has, in the past, experienced extremely high rates of inflation. Inflation and governmental measures to combat inflation have had significant
negative effects on the Brazilian economy and have contributed to increased economic uncertainty and increased volatility in the Brazilian
securities markets, which may have an adverse effect on us.
The
current economic policy in Brazil is based on a monetary regime in which the Central Bank of Brazil ensures that the actual inflation
is in line with a pre-established target, publicly announced. However, inflation rates were above the mid-guidance in 2023, reaching
4.62%, compared to the guidance of 3.25%. Inflation rates were also above the guidance limit in 2022 and 2021, reaching 5.79% in 2022,
compared to the guidance of 3.50% and 10.06% in 2021 compared to the guidance of 3.75%, as measured by the Extended National Consumer
Price Index (IPCA).
Inflation
and government measures to commit it, and if adopted again, may continue to have significant negative effects on the Brazilian economy,
including greater volatility in the Brazilian securities market. In addition, measures to control inflation often lead to the maintenance
of a restrictive monetary policy, with higher interest rates, restricting credit availability and limiting economic growth. On the other
hand, a credible and responsible monetary policy can trigger increases in the rate of inflation and thus negatively affect the economic
stability. In the event of an increase in inflation, we may not be able to adjust the prices we charge from our clients to offset the
effects of inflation on our cost structure, which may adversely affect us and our operating income.
The
shocks to inflation and the strong recovery in demand throughout 2021 led the Central Bank of Brazil to initiate a monetary tightening
process, resulting in an increase in the SELIC rate, to 13.75% in August 2022, remaining at this level until August 2023. Inflation
decompression throughout 2023 led the Central Bank of Brazil to initiate a cycle of SELIC rate reduction, leading the rate to 11.75% at
the end of 2023. On March 20, 2024, the SELIC rate was reduced to 10.75%.
These
effects of persistent high inflation and policies to contain it may affect our costs and net interest income. If investor confidence lags,
the price of our securities may fall. Inflationary pressures may also affect our ability to access foreign financial markets as counter-inflationary
public policies may have an adverse effect on our business, financial condition, results of operations and the market price of our shares.
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| h) | regulation of sectors in which the issuer operates |
The
Brazilian government regulates the operations of Brazilian financial institutions and insurance companies. Changes in existing laws and
regulations or the imposition of new laws and regulations may negatively affect our operations and revenues.
Brazilian
banks and insurance companies are subject to extensive and continuous regulatory review by the Brazilian government. We have no control
over government regulations, which govern all facets of our operations, including the imposition of:
| · | minimum capital requirements; |
| · | compulsory deposit requirements; |
| · | investment limitations in fixed assets; |
| · | lending limits and other credit restrictions; |
| · | earmarked loan operations, such as housing loans and rural loans; |
| · | accounting and statistical requirements concerning our operations; |
| · | management of miscellaneous risks, including social, environmental and climate-related risks; |
| · | mandatory provisioning policies for regulatory reporting purposes; |
| · | limits and other restrictions on rates; and |
| · | limits on the amount of interest that banks can charge and the period for which they can capitalize on
interest. |
The
regulatory structure governing banks and insurance companies based in Brazil is continuously evolving. Existing laws and regulations could
be amended, the manner in which laws and regulations are enforced or interpreted could change, and new laws or regulations could be adopted.
Such changes could materially adversely affect our operations and our revenues.
In
particular, the government has historically enacted regulations affecting financial institutions in an effort 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 because our returns on compulsory deposits are lower than those we obtain on our other investments. Regulations
issued by the Central Bank of Brazil are not subject to a legislative process. The regulations issued by the Central Bank of Brazil do
not go through the legislative process, so they can be enacted and implemented in a very short period of time, which could impact our
operations. In addition, any changes in loan availability may affect us negatively.
Changes
in regulations regarding reserve and compulsory deposit requirements may reduce operating margins.
The
Central Bank of Brazil has periodically changed the level of compulsory deposits that financial institutions in Brazil, including us,
are required to abide by.
Compulsory
deposits generally yield lower returns than our other investments and deposits because:
| · | a portion of our compulsory deposits with the Central Bank of Brazil do not bear interest; and |
| · | while another portion is paid at the SELIC rate or rate of remuneration of the savings account. |
Rules
related to compulsory deposits have been changed from time to time by the Central Bank of Brazil.
Our
compulsory reserves for demand deposits, savings deposits, time deposits, and additional compulsory reserves amounted to R$109 billion
on December 31, 2023. The compulsory reserve requirement has been utilized by the Central Bank of Brazil as a means to control liquidity
as part of monetary policy in the past, and we have no control over these impositions. Any increase in the compulsory reserve requirements
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may diminish our ability
to extend loans and engage in other investments, consequently having a negative impact on our financial condition and results of operations.
Changes
in taxes and other fiscal assessments may adversely affect us.
The
Brazilian government regularly enacts reforms to the tax and other assessment regimes to which we and our clients are subject. Such reforms
include changes in the rate of assessments and, occasionally, the enactment of temporary taxes, the proceeds of which are earmarked for
designated governmental purposes. The effects of these changes and any other changes that result from the enactment of additional tax
reforms have not been, and cannot be, quantified. There can be no assurance that these reforms will not, once implemented, have an adverse
effect upon our business.
In times
of constantly changing fiscal trends, with increased public spending and public debt increasing as a proportion of GDP, interest rates
may rise at a pace higher than expected, hampering loan expansion and increasing volatility. Moreover, the risk of changes in taxes and
fiscal assessments may materialize as the government may target taxation towards certain sectors, such as the financial markets, with
negative impacts on the results and investments of businesses operating in the segment.
Furthermore,
in February 2023, the STF issued a decision recognizing that final judgments regarding a specific taxpayer cannot prevail over subsequent
decisions issued by the STF that apply to all taxpayers. The aforementioned decision does not have any impact on us.
On December
20, 2023, Constitutional Amendment No. 132/23 was published, which brought the Tax Reform directive in Brazil. The Constitutional Amendment
reorganizes the taxation on consumption in Brazil, having as main milestone the replacement of five current taxes (PIS, COFINS, ICMS,
ISS and IPI) by a Value Added Tax (VAT) rate, divided into two: (i) the Contribution on Goods and Services (CBS), which will be allocated
to the Government, and (ii) the Goods and Services Tax (IBS), which will be distributed to the States and Municipalities. It is foreseen
in the Constitutional Amendment that in relation to the Revenue of Financial Intermediation, the calculation bases and rates should be
defined in order to maintain the current tax burden applied to loan operations (Spread - Pis and Cofins) by the end of the fifth year
of enforcement of the regime (without increase or decrease in the sector’s collection).
According
to the Constitutional Amendment, the Executive Branch should forward to the National Congress, within 90 days the bill that reinforces
the taxation of income, together with the corresponding estimates and studies of budgetary and financial impacts, and within 180 days
it should forward the regulation of Constitutional Amendment No. 132/23.
We cannot
estimate the impacts that the implementation of the Tax Reform will have on our operations. In this sense, although taxation on consumption
has undergone significant changes, which may result in a possible increase in the tax burden, there is no way of predicting the impacts
on the gross margin of the company.
We cannot
guarantee that the Brazilian government will implement a tax reform, a change in applicable laws and regulations, or maintain or renew
any incentives in a way that is favorable to us. In the event of these changes, directly or indirectly, increasing the tax burden due
by the group, our gross margin may decrease resulting in a negative impact on business and operating income.
We highlight
that the taxation of dividend distribution and the extinction of interest deductibility on equity are directly linked to the reform of
income taxation, which will still be presented by the Government.
Changes
in tax-related laws and regulations, and interpretations can affect tax charges by raising tax and tax rates, creating taxes, limiting
tax deductions, and eliminating tax-based incentives and untaxed income. In addition, tax authorities or courts can interpret tax regulations
differently to our interpretation, which could result in tax disputes, associated costs and penalties.
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The
Brazilian Constitution used to establish a ceiling on loan interest rates and if the government enacts new legislation with a similar
effect in the future, our results of operations may be adversely affected.
Article
192 of the Brazilian Constitution, enacted in 1988, established a 12.0% p.a. ceiling on bank loan interest rates. However, since the
enactment of the Brazilian Constitution, this rate had not been enforced, as the regulation regarding the ceiling is pending. The understanding
that this ceiling is not yet in force has been confirmed by Súmula Vinculante No. 7, a final binding decision enacted in 2008
by the Brazilian Supreme Court (STF), in accordance with such Court’s prior understanding on this matter. Since 1988, several attempts
have been made to regulate the limitation on loan interest, and especially bank loan interest rates, but none of them have been implemented
nor confirmed by Brazilian superior courts.
On May
29, 2003, Constitutional Amendment No. 40 (EC 40/03) was enacted and revoked all subsections and paragraphs of Article 192 of the Brazilian
Constitution. This amendment allows the Brazilian Financial System to be regulated by specific laws for each sector of the system rather
than by a single law relating to the system as a whole.
The
majority of our revenues, expenses, assets, and liabilities are directly linked to interest rates. Therefore, the imposition of a limitation
or cap on loan interest rates can significantly and adversely affect our operating income and financial condition, our loan portfolios,
our cost of funding, and our loan-related revenue.
i)
foreign countries where the issuer operates
The
risks to which our offices abroad are exposed are not characterized as relevant insofar as they generate significant impacts that could
influence our decision of investment.
There
is a proviso that the operations of our Offices Abroad are supported by policies, standards and procedures issued by the Organization.
There
is no declared risk factor.
We
provide financing of projects carried out by clients which can result in negative socio-environmental impacts that, in turn, can negatively
affect our operating income and reputation.
We
promote loan and financing operations, acting in several sectors, which may significantly affect an entire ecosystem, involving communities
and the local flora and fauna. If a client, in the development of their activities, causes environmental impacts, such as the contamination
of soil and water pollution above the legally acceptable limit and/or environmental disasters, it has a direct obligation to repair the
damage caused. Consequently, depending on the magnitude of the socioenvironmental impact, the client can have their economic-financial
structure compromised, which could adversely affect our financial status, the result of our operations and the market value of our shares.
| l) | climate issues, including physical and transition risks |
Climate
change can have adverse effects on our business.
The
risks associated with climate change are gaining increasing social, regulatory, economic, and political relevance, both nationally and
internationally. New regulations related to climate change can affect our operations and business strategy, leading us to incorporate
financial costs arising from physical climate risks and risks arising from the transition to a low-carbon economy.
Physical
climate risks are related to the projection that the global climate will continue to change, resulting in an increase in the severity
and frequency of chronic and acute weather events. These events can impact the global economy, resulting in significant changes in asset
prices and sector profitability. Damage to borrowers' properties and operations can impair asset values and credit quality, leading to
higher defaults, write-offs, and impairment charges in our portfolios. Additionally, our facilities and resilience can also suffer physical
damage from climate events, which may result in increased costs for us.
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Regarding
transition risks, we recognize that economic changes towards a low-carbon future are necessary. Therefore, the global market may face
significant and rapid developments in market dynamics, technologies, legal and regulatory risks that can impact our business. Additionally,
we expect to face increased scrutiny of the businesses we conduct by regulators, investors, civil society, and the public.
The
effects of physical and transition risks can also lead to losses for our clients, affecting the profitability of companies as well as
their ability to repay loans. Therefore, if we do not adequately incorporate the risks associated with climate change into our risk framework
to adequately measure, manage, and disclose the various financial and operational risks that may result from these climate changes, or
if we do not adapt our strategy and business model to a changing regulatory and market environment, we may face significant adverse impacts
on our business growth rates, competitiveness, profitability, capital requirements, cost of funding, and compliance levels.
In addition,
our financial and operational performance may be negatively affected by extreme weather events, such as El Niño. Global climate
change and the increasingly frequent occurrence of extreme weather events bring relevant risks to the Brazilian agricultural production,
which in 2022 accounted for about 5% of the GDP, according to calculations by the Brazilian Institute of Geography and Statistics (IBGE).
Climatic events, such as El Niño, for example, when they occur intensively, such as between 2015 and 2016, cause changes in rainfall
and temperatures with adverse consequences for grains and sugarcane, for example. There was a reduction of 11.3% in the production of
Brazilian grains and 5.8% of sugarcane in the 2015-2016 harvest. As agribusiness represents a relevant part of our investment portfolio,
our result can be negatively impacted by events of this nature, whose effects are difficult to predict and measure.
In addition,
on March 6, 2024, the SEC approved new rules that will require significant climate-related disclosures by publicly traded companies, including
the assessment and disclosure of relevant climate-related risks and opportunities, greenhouse gas emissions inventory, and climate-related
goals and objectives and financial impacts of physical and transition risks (the "SEC Climate Rules"). A large number of petitions
seeking judicial review of the SEC’s Climate Rules have been filed. On April 4, 2024, the SEC voluntarily suspended the implementation
of these new rules until the completion of the judicial review of legal challenges consolidated by the Eighth Circuit Court of Appeals.
Assuming the SEC’s Climate Rules are maintained in their current form, our legal, accounting, and other compliance expenses may
be affected by the SEC’s Climate Rules, and compliance efforts may divert management’s time and attention. We may also be
exposed to legal or regulatory lawsuits or claims as a result of these new regulations. While we are still in the process of assessing
the scope and impact of these rules, considering that they were recently adopted and the subsequent legal challenges, some of these risks
may have a relevant adverse effect on our business, financial condition, results of operations and prices of our securities.
| m) | other issues not covered in the previous items: |
As
the regulatory framework for artificial intelligence and machine learning technology evolves, our business, financial condition, and operating
income may be adversely affected.
The
regulatory framework for artificial intelligence and machine learning technology is evolving and remains uncertain. It is possible that
new laws and regulations may be adopted, or existing standards, notably those related to data protection and copyright, may be interpreted
in new ways that affect the operation of our platform and the way we use artificial intelligence and machine learning technology, including
in relation to loan granting, given legislative discussions on the right to contestability, explainability, and review of decisions obtained
through the use of artificial intelligence systems, which may expose our credit model, and could negatively affect our business. Additionally,
the cost of complying with such laws or regulations may be significant and increase our operating expenses, which may adversely affect
our business, financial condition, and operating income.
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4.2 – Indicate the five (5) main risk factors, among those listed in field 4.1, regardless of the category in which they are inserted
| 1. | We may experience increases in our level of past due loans as our loans and advances portfolio becomes
more seasoned. |
| 2. | Developments and the perception of risk in Brazil and other countries,
especially emerging market countries, may adversely affect the market price of Brazilian securities, including our shares. |
| 3. | Adverse developments affecting the financial services industry,
such as events or concerns involving liquidity, defaults, or non-performance by financial institutions or transactional counterparties,
could adversely affect our ability to finance our assets. |
| 4. | Changes in base interest rate by the Central Bank of Brazil may materially and/or adversely affect
our margins and results of operations. |
| 5. | The persistently high inflation can affect our revenues and our
ability to access foreign financial markets. |
4.3
– Describe, quantitatively and qualitatively, the main market risks to which the issuer is exposed, including in relation to exchange
rate risks and interest rates
The
Organization monitors and controls the possibility of financial losses due to fluctuating prices and interest rates of the financial instruments,
as its asset and liability portfolios may have mismatched maturities, currencies and indexes. Considering the dynamics of this type of
risk and the characteristics of each investment portfolio, various limits of risks and results were established.
The
proposals for risk limits are validated in specific Committees, supported by the Integrated Risk Management and Capital Allocation Committee,
and submitted for approval by the Board of Directors, according to the characteristics of the business, which are segregated into the
following Portfolios:
| · | Trading Portfolio: comprised by every operation that is carried out with financial instruments,
including derivatives, held with trading intent or to hedge other instruments in the portfolio itself, and which are not subject to the
limitation of their negotiability. Operations held with trading intent are those intended for resale, attainment of benefits from effective
or expected price variation, or for arbitration; and |
| · | Banking Portfolio: comprised by operations that are not classified in the Trading Portfolio from
the other business of the Organization and their respective hedges. |
Market
Risk Measurement Models
The
measurement and control of market risk are made through the methodologies of Stress, Value at Risk (VaR), and Sensitivity Analysis, in
addition to the Results Management and Financial Exposure limits. The use of several methodologies for risk measurement and assessment
is important, because they are always complementary and their combined use allows you to capture various scenarios and situations.
Trading
and Regulatory Portfolio
The
risks of the Trading Portfolio are mainly controlled by Stress and VaR. In the case of Stress, which aims to quantify the negative impact
of shocks and extreme economic events that are financially unfavorable to the positions of the Organization, the analysis uses stress
scenarios that are prepared by the area of Market Risk and Economic Area of the Organization from historical and prospective data for
the risk factors in which the Organization is positioned.
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For
the calculation of VaR, the Delta-Normal methodology is adopted, with a 99% confidence level, and the applied horizon takes into account
the number of days taken to undo any existing exposure. The methodology is applied to Trading and Regulatory Portfolios (Trading Portfolio
positions plus exposure in foreign currency and commodities of the Banking Portfolio). Additionally, for the measurement of all risk factors
of the options portfolio, the models of historic simulation and the Delta-Gamma-Vega are applied, whereby the most conservative between
the two prevails. For the calculation of the volatilities, correlations and historical returns, a window of at least 252 working days
was adopted.
For
regulatory purposes, the need for capital, relating to Banking Portfolio shares, is realized through the evaluation of credit risk, as
determined by the Central Bank of Brazil, i.e., they are not included in the calculation of market risk.
Interest
Rate Risk in the Banking Portfolio
The
measurement and control of the interest rate risk of the Banking Portfolio are mainly made from the Economic Value of Equity (EVE) and
Net Interest Income (NII) variation methodologies, which measures the economic impact on the positions and the impact in the Organization’s
income respectively, according to the scenarios drawn up by the Economic area of the Organization. These scenarios seek to determine positive
and negative movements that may occur in the curves of interest rates and, consequently, affect the applications and funding of the Organization.
The
EVE methodology consists of re-pricing the portfolio, subject to a variation in interest rates and taking into consideration any increases
or decreases in the rates used for the calculation of the present value and the total duration of assets and liabilities. Therefore, the
economic value of the portfolio is calculated with both the market interest rates on the date of the analysis and with the scenarios designed.
Therefore, the difference between the values obtained for the portfolio will be the Delta EVE.
In the
case of the NII – Net Interest Income, the methodology intends to calculate the Organization’s variation in the net revenue
interest (gross margin) due to eventual variations in the interest rate level through the same scenarios mentioned above, that is, the
difference between the calculated NII in the base scenario and the calculated NII in the scenarios of increase or decrease of the interest
rate will be Delta NII.
For
the measurement of interest rate risk in the Banking Portfolio, behavioral premises of the clients are used whenever necessary. As a reference,
in the case of deposits and savings, which have no maturity defined study for the verification of historical behaviors, are carried out
as well as the possibility of their maintenance. Through these studies, the stable amount (core portion) as well as the criterion of allocation
over the years are calculated.
Evolution
of Risk Exposure
In this
section, we present the evolution of the VaR that is calculated by the internal model, Stress Analysis and Sensitivity Analysis.
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VaR
Internal Model – Trading Portfolio
The
Trading Portfolio VaR for the 1-day horizon and net of tax effects of 2023 was higher than it was at the end of 2022, mainly due to the
increase of the exposure in the Extended Consumer Price Index (IPCA)/ General Market Price Index (IGP-M).
|
|
R$ million |
Risk Factors |
2023 |
2022 |
Fixed rates |
3 |
1 |
IPCA (Consumer Price Index - Broad) / IGP-M (General Market Price Index) |
8 |
4 |
Foreign Currencies |
3 |
2 |
Equities |
2 |
4 |
Sovereign/Eurobonds and Treasuries |
3 |
2 |
Other |
2 |
1 |
Correlation/diversification effect |
(14) |
(8) |
VaR at end year |
7 |
6 |
|
|
|
Average VaR in the year |
15 |
9 |
Minimum VaR in the year |
5 |
5 |
Maximum VaR in the year |
45 |
16 |
Note:
VaR for the 1-day horizon and net of tax effects.
The
“Other” risk factor includes investment funds, commodities, non-linear instruments and the negative goodwill of the public
security (LFT).
VaR
Internal Model – Regulatory Portfolio
Since
January 2013, Bradesco has used its internal market risk models, which were used for their management, in the calculation of the regulatory
capital requirement(1) for every risk factor and for all of the Organization’s business. For the calculation of VaR,
the Delta-Normal methodology is adopted, with a 99% confidence level, and the applied horizon takes into account the number of days taken
to undo any existing exposure. The methodology is applied to Trading and Regulatory Portfolios (Trading Portfolio positions plus exposure
in foreign currency and commodities of the Banking Portfolio). It is important to highlight that to measure all of the options portfolio’s
risk factors, the risk models of historical simulation and the Delta-Gamma-Vega are applied, whereby the most conservative of the two
prevails, which is the risk of options added to the VaR of the Portfolio. It is important to note that the value at risk is extrapolated
for the regulatory horizon(2) (the highest between ten days and the horizon of the portfolio) based on the time root method.
The values of VaR and Stressed VaR demonstrated below are for the horizon of ten days and are net of tax effects.
| (1) | In order to calculate the share of the Market Risk, the capital requirement
will be the maximum between the internal model and 80% of the standard model, according to Circulars No. 3,646/13 and No. 3,674/13 of
the Central Bank of Brazil; and |
| (2) | The maximum between the maintenance period (holding period) of the portfolio
and 10 days, which is the regulatory minimum horizon required by the Central Bank of Brazil, is adopted. |
| |
124 – Reference Form – 2023 | |
|
|
|
|
R$ million |
Risk Factors |
2023 |
2022 |
VaR |
Stressed VaR |
VaR |
Stressed VaR |
Interest Rate |
22 |
80 |
14 |
43 |
Exchange Rate |
13 |
8 |
55 |
46 |
Price of Goods (Commodities) |
1 |
1 |
2 |
4 |
Stock Prices |
6 |
5 |
8 |
8 |
Correlation/diversification effect |
13 |
(8) |
(17) |
(31) |
VaR at end year |
55 |
85 |
63 |
70 |
|
|
|
|
|
Average VaR in the year |
66 |
122 |
47 |
79 |
Minimum VaR in the year |
27 |
54 |
33 |
41 |
Maximum VaR in the year |
156 |
288 |
83 |
192 |
Note:
VaR for the 10-day horizon and net of tax effects.
For
the purposes of the calculation of the regulatory capital requirement, in accordance with the internal model, one must take into consideration
the rules described in Circular Letters No. 3,646/13 and No. 3,674/13 of the Central Bank of Brazil (Bacen), such as the use of VaR and
Stressed VaR without tax purposes, of the average of the last 60 days and the multiplier.
Stress
Analysis – Trading Portfolio
The
Organization evaluates, also daily, the possible impact on positions in stress scenarios to a horizon of 20 working days, with a limit
set in the governance process. Thus, considering the effect of diversification between the risk factors and the net amounts of tax effects,
the possibility of an estimated average loss in stress outcomes would be R$191 million in 2023 (2022 – R$118 million), where the
estimated maximum loss would be R$319 million (2022 – R$265 million).
|
|
R$ million |
|
2023 |
2022 |
At end of the year |
148 |
78 |
Average in the year |
191 |
118 |
Minimum in the year |
94 |
53 |
Maximum in the year |
319 |
265 |
Note:
Net amounts of tax effects.
| |
125 – Reference Form – 2023 | |
Sensitivity
analysis
The
Trading Portfolio is also monitored daily by sensitivity analyses that measure the effect of market shifts and price curves on our positions.
Furthermore, a sensitivity analysis of the Organization’s financial exposures (Trading and Banking Portfolio) is performed on a
quarterly basis.
Note
that the impact of the financial exposure on the Banking Portfolio (notably interest rates and price indexes) do not necessarily represent
a potential accounting loss for the Organization because a portion of loan operations, held in the Banking Portfolio, is financed by demand
and/or savings deposits, which are “natural hedges” for any future variations in interest rates and, moreover, interest rate
variations do not represent a material impact on the institution’s result, as Loans are held to maturity. In addition, due to our
strong presence in the insurance and pension plan market, Bradesco holds a large volume of assets on which price adjustments would also
impact the linked technical reserves.
|
|
|
|
|
|
R$ million |
Scenario 1 - shock of 1 base point on rates and 1% on market prices |
Trading and Banking portfolios (1) |
Scenario 2 - shock of 25% on rates and market prices |
2023 |
2022 |
Scenario 3 - shock of 50% on rates and market prices |
1 |
2 |
3 |
1 |
2 |
3 |
Interest Rate in Reais |
Exposure subject to variations in fixed interest rates and interest rate coupons. |
(2) |
(846) |
(1,950) |
(7) |
(2,730) |
(5,582) |
Price indexes |
Exposure subject to variations in price index coupon rates. |
(20) |
(2,347) |
(4,307) |
(20) |
(2,290) |
(4,152) |
Exchange coupon |
Exposure subject to variations in foreign currency coupon rates. |
(1) |
(112) |
(216) |
(1) |
(135) |
(259) |
Foreign Currency |
Exposure subject to exchange rate variations. |
(2) |
(55) |
(111) |
8 |
211 |
422 |
Equities |
Exposure subject to variation in stock prices. |
(43) |
(1,086) |
(2,172) |
(33) |
(825) |
(1,651) |
Sovereign/Eurobonds and Treasuries |
Exposure subject to variations in the interest rate of securities traded on the international market. |
(1) |
(117) |
(229) |
1 |
(47) |
(94) |
Other |
Exposure not classified in other definitions. |
(0) |
(1) |
(2) |
(0) |
(1) |
(3) |
Total without correlation |
(70) |
(4,565) |
(8,987) |
(52) |
(5,819) |
(11,319) |
(1) Amounts net
of tax effects.
The sensitivity
analysis of the Trading Portfolio, which represents exposures that may have a material impact on the Organization’s results, is
presented below. Note that the results show the current impact for each scenario on a static portfolio position. However, the market is
highly dynamic, which currently results in continuous changes in these positions but does not necessarily reflect the position shown here.
Moreover, as previously mentioned, the Organization has an ongoing process of market risk management, which constantly seeks to adjust
positions, in order to mitigate related risks according to the strategy determined by Senior Management. Therefore, in cases of deterioration
indicators in a certain position, proactive measures are taken to minimize any potential negative impact, aimed at maximizing the risk/return
ratio for the Organization.
|
|
|
|
|
|
R$ million |
Scenario 1 - shock of 1 base point on rates and 1% on market prices |
Trading portfolio (1) |
Scenario 2 - shock of 25% on rates and market prices |
2023 |
2022 |
Scenario 3 - shock of 50% on rates and market prices |
1 |
2 |
3 |
1 |
2 |
3 |
Interest Rate in Reais |
Exposure subject to variations in fixed interest rates and interest rate coupons. |
(0) |
(15) |
(27) |
(0) |
(21) |
(41) |
Price indexes |
Exposure subject to variations in price index coupon rates. |
(4) |
(131) |
(266) |
(3) |
(52) |
(111) |
Exchange coupon |
Exposure subject to variations in foreign currency coupon rates. |
(0) |
(3) |
(5) |
(0) |
(0) |
(1) |
Foreign Currency |
Exposure subject to exchange rate variations. |
2 |
38 |
75 |
1 |
20 |
40 |
Equities |
Exposure subject to variation in stock prices. |
1 |
30 |
59 |
(0) |
(3) |
(7) |
Sovereign/Eurobonds and Treasuries |
Exposure subject to variations in the interest rate of securities traded on the international market. |
0 |
9 |
15 |
0 |
4 |
8 |
Total without correlation |
(1) |
(72) |
(149) |
(3) |
(53) |
(113) |
(1) Amounts net
of tax effects.
| |
126 – Reference Form – 2023 | |
The
sensitivity analysis of the financial exposures (Trading and Banking Portfolios) of the Organization were carried out, based on scenarios
prepared for the respective dates, always considering market data at the time and scenarios that would adversely affect our positions,
according to the examples below:
§ |
Scenario 1: Based on market information (B3, Anbima, etc.), stresses were applied for 1 basis point on the interest rate and a
1.0% variation on prices. For example: for a Real/U.S. dollar exchange rate of R$5.29 a scenario of R$5.34 was used, while for
a 1-year fixed interest rate of 13.41%, a 13.42% scenario was applied; |
§ |
Scenario 2: 25.0% of stresses were determined based on market information. For example: for a Real/U.S. dollar exchange
rate of R$5.29 a scenario of R$6.61 was used, while for a 1-year fixed interest rate of 13.41%, a 16.76% scenario was applied. The scenarios
for other risk factors also accounted for 25.0% of stresses in the respective curves or prices; and |
§ |
Scenario 3: 50.0% of stresses were determined based on market information. For example: for a Real/U.S. dollar exchange
rate of R$5.29 a scenario of R$7.94 was used, while for a 1-year fixed interest rate of 13.41%, a 20.12% scenario was applied. The scenarios
for other risk factors also account for 50.0% of stresses in the respective curves or prices. |
4.4
– Judicial, administrative or arbitral proceedings in which the issuer or its subsidiaries are a part of, discriminating between
labor, tax, civil, environmental and others
The
Organization is party to a number of labor, civil and tax lawsuits, arising from the normal course of business.
In our
relevance analysis of the lawsuits, which considers: (i) the opinion of the legal advisors; (ii) the nature of the shares; (iii) the similarity
with previous lawsuits; (iv) the complexity; and (v) the opinion of courts (whenever the loss is assessed as probable), we did not identify
relevant lawsuits that could have an influence on the investment decision. In addition, the Management understands that the provision
constituted is sufficient to meet the losses that result from the respective lawsuits.
Although
we do not have relevant lawsuits, according to the criteria mentioned above, we have listed below the processes that have values, assets
or rights involved, above the materiality of R$750 million, which represents 0.5% of the Reference Equity of the issuer (R$149,969 million).
It is important to note that possible differences found between the proceedings disclosed below and the values disclosed in the Notes
refer to proceedings that, individually, have lower materiality than that which we consider relevant.
| |
127 – Reference Form – 2023 | |
Judicial Proceeding: |
16327.720937/2019-71 |
a. court |
Administrative |
b. jurisdiction |
Second Instance – Administrative Council of Tax Appeals - CARF |
c. date brought |
October 4, 2019 |
d. parties to the proceeding |
Plaintiff: Federal Government (Brazil’s Federal Revenue)
Defendant: Banco Bradesco S.A. |
e. sums, goods or rights involved |
R$5,208,547,465.07 |
f. principal facts |
Administrative Proceeding: Notification of the IRPJ and CSLL, in the fiscal years 2014 and 2015, under the heading funding expenses with interbank deposits, whose resources were capitalized in BERJ in 2012, considered as non-essential by the audit inspection.
The DRJ filed a partial motion to deny, restoring the tax loss and negative base of the CSLL consumed in previous entries already canceled by the CARF, and the negative base of the CSLL of 2015. There was a mandatory review and filing of voluntary appeals.
Trial converted into due diligence for the unit of origin to review the documents submitted in relation to the subsidiary petition for the deduction of income tax (IRF) values incident on the results of the Cayman and New York subsidiaries in 2012 to 2015, as well as to the credit of IRF withheld by foreign companies because of the services provided to them. |
g. summary of on the merits decisions given |
Partial provision of the motion to deny by the DRJ and trial converted into diligence by the CARF. |
h. proceeding status |
Awaiting diligence and return of the proceedings to the CARF for new trial. |
i. chance of loss (probable, possible or remote) |
Possible |
j. reason why the lawsuit is considered relevant |
The process is relevant due to the materiality of the cause, exceeding 0.5% of the Reference Equity. |
k. analysis of impact if case is lost |
If there is loss of the legal procedure in the administrative sphere, the case will be discussed in court, where the chances of success are good, due to the pleas of fact and law and involved.
In the case of an eventual loss in the judicial proceedings, the value involved will have to be paid, with an impact on the income for the fiscal year. |
| |
128 – Reference Form – 2023 | |
Judicial Proceeding: |
Tax Execution No. 0006016-63.2015.4.03.6130 |
a. court |
Federal |
b. jurisdiction |
STJ |
c. date brought |
December 14, 2011 |
d. parties to the proceeding |
Plaintiff: Federal Government (Brazil’s Federal Revenue)
Defendant: Banco Bradesco S.A. |
e. sums, goods or rights involved |
R$4,889,112,930.87 |
f. principal facts |
Judicial Proceeding:
Tax execution No. 6016-63.2015.4.03.6130, of collection of values monitored in Administrative Procedure No. 16327.000190/2011-83 - Disallowance
of compensations of the COFINS resulting from the success in ordinary action No. 2006.61.00.003422-0 (enlargement of the basis of calculation
- Law No. 9,718/98), whose authorization was deferred by the RFB in 2011, after the judgment of the court action, but the compensation
made also in 2011 was rejected.
After the favorable judgment
obtained in the ordinary action, on June 30, 2011 the company filed a petition to authorize the credit, whose request was accepted on
August 22, 2011. Thus, the company began to use the credit recognized by the Brazil’s Federal Revenue, however on December 14, 2011
the company was notified of the court order ruling that, wrongly, it had rejected the compensations performed.
Once the discussion was exhausted in the administrative sphere, the noncompliance with the "res judicata" is being discussed
in the proceedings of ordinary action No. 2006.61.00.003422-0 and bill of review No. 0014403-27.2015.4.03.0000.
The tax credit is secured by bail in the amount corresponding to the full amount of the debt, offered in the court records of tax liability
no. 0006016-63.2015.4.03.6130. |
g. summary of on the merits decisions given |
Unfavorable decision in the administrative sphere. The discussion continues in the judicial sphere. |
h. proceeding status |
The outcome of the Embargoes to the Tax Enforcement 0007715-89.2015.4.03.6130. |
i. chance of loss (probable, possible or remote) |
Possible |
j. reason why the lawsuit is considered relevant |
The process is relevant due to the materiality of the cause, exceeding 0.5% of the Reference Equity. |
k. analysis of impact if case is lost |
If there is a loss in the possible legal procedure the value involved must be paid, affecting the income statement for the fiscal year. |
| |
129 – Reference Form – 2023 | |
Judicial Proceeding: |
16327.720939/2019-60 |
a. court |
Administrative |
b. jurisdiction |
Higher Court - Superior Chamber of Tax Appeals - CSRF |
c. date brought |
October 4, 2019 |
d. parties to the proceeding |
Plaintiff: Federal Government (Brazil’s Federal Revenue)
Defendant: Banco Bradesco S.A (successor of Banco Bradesco Cartões S.A.) |
e. sums, goods or rights involved |
R$4,787,101,022.66 |
f. principal facts |
Administrative Proceeding: Notification of the IRPJ and CSLL, in the fiscal years of 2014 and 2015, under the heading funding expenses with interbank deposits, whose resources were capitalized in BERJ in 2012, considered as non-essential by the audit inspection.
The DRJ filed a partial motion to deny, determining the appropriation of the sum of R$246,613.56 of the negative balance of the IRPJ of 2015, reducing the value of the notification. There was no mandatory review. The Voluntary Appeal was denied by a quality vote. Awaiting trial of the Special Appeal. |
g. summary of on the merits decisions given |
Challenge deferred in part by the DRJ. |
h. proceeding status |
Awaiting trial of the Voluntary Appeal by the CARF. |
i. chance of loss (probable, possible or remote) |
Possible |
j. reason why the lawsuit is considered relevant |
The process is relevant due to the materiality of the cause, exceeding 0.5% of the Reference Equity. |
k. analysis of impact if case is lost |
If there is loss of the legal procedure in the administrative sphere, the case will be discussed in court, where the chances of success are good, due to the pleas of fact and law involved. |
Judicial Proceeding: |
Writ of Mandamus 1999.61.00.009282-1 |
a. court |
Federal |
b. jurisdiction |
TRF 3rd Region – 2nd Judicial District |
c. date brought |
March 4, 1999 |
d. parties to the proceeding |
Plaintiff: Banco BMC S.A (currently known as Banco Bradesco Financiamentos S.A.)
Defendant: Special Representative of the Financial Institutions in SP |
e. sums, goods or rights involved |
R$3,364,596,317.08 |
f. principal facts |
Judicial Proceeding: Writ of Mandamus No. 1999.61.00.009282-1, pleaded the calculation and collection of the COFINS, from the competence of February 1999, on the effective turnover, whose concept is stated in article 2 of LC No. 70/91, moving away from the unconstitutional expansion of the calculation basis intended by paragraph 1 of article 3 of Law No. 9,718/98. The discussion is restricted to the generating facts until December 2014.
After the Judgment in favor of the company, as adjudicated in August 7, 2006, discussions began about the interpretation of the judgment, where there has already been a final decision in favor of the company, against which the Federal Government perpetrated the Motion to Set Aside Judgment No. 0024478-62.2014.4.03.0000, duly contested by the company, which is awaiting a decision. The amounts discussed are fully deposited. |
g. summary of on the merits decisions given |
Favorable final decision in the main action, awaits judgment of the Rescissory Action. |
h. proceeding status |
Awaiting trial of the rescissory Action at the Federal Regional Court of the 3rd Region. |
i. chance of loss (probable, possible or remote) |
Remote |
j. reason why the lawsuit is considered relevant |
The process is relevant due to the materiality of the cause, exceeding 0.5% of the Reference Equity. |
k. analysis of impact if case is lost |
If there is a loss in the proceedings, the values should be paid upon the conversion of the judicial deposit into income of the Federal Government, affecting the income. |
| |
130 – Reference Form – 2023 | |
Judicial Proceeding: |
0021377-79.2016.4.03.6100 (16327.720430/2012-41) |
a. court |
Federal |
b. jurisdiction |
9th Court - Federal Justice/SP |
c. date brought |
April 13, 2012 |
d. parties to the proceeding |
Plaintiff: Quixaba Empreendimentos e Participações Ltda. (successor of Ferrara Participações Ltda.)
Defendant: Federal Government (Brazil’s Federal Revenue) |
e. sums, goods or rights involved |
R$2,739,798,274.17 |
f. principal facts |
Judicial Proceeding: Action for annulment for the cancellation of the collection of the controlled values in Administrative Proceeding No. 16327.720430/2012-41 with the registry of the IRPJ and CSLL regarding the taxation of the supposed capital gain on the disposal of investment.
After trial in the CARF, discussions are underway in the administrative sphere only regarding the recovery of interest on the fine, object of special appeal, which is awaiting trial from the High Court of Appeals for Fiscal Matters - CSRF.
As to the discussion on the amortization of the goodwill paid on the acquisition of investment, Action of Annulment No. 0021377-79.2016.4.03.6100 was filed, and is awaiting expert evidence.
The chargeability of the tax credit is suspended by the administrative appeal partly by the Early Tutelage obtained in the Bill of Review No. 0018549-77.2016.4.03.0000. |
g. summary of on the merits decisions given |
Emergency Protection rejected. Awaiting production of expert. |
h. proceeding status |
Awaiting realization of expert evidence. |
i. chance of loss (probable, possible or remote) |
Possible |
j. reason why the lawsuit is considered relevant |
The process is relevant due to the materiality of the cause, exceeding 0.5% of the Reference Equity. |
k. analysis of impact if case is lost |
If there is a loss in the possible legal procedure the value involved must be paid, affecting the income statement for the fiscal year. |
Judicial Proceeding: |
Administrative Proceeding No. 16327.720842/2020-91 |
a. court |
Administrative |
b. jurisdiction |
Second Instance – Administrative Council of Tax Appeals - CARF |
c. date brought |
July 21, 2020 |
d. parties to the proceeding |
Plaintiff: Federal Government (Brazil’s Federal Revenue)
Defendant: Banco Bradesco S.A. |
e. sums, goods or rights involved |
R$2,004,794,009.77 |
f. principal facts |
Notification of IRRF, July 2016, in the quality of tax-responsible person, about alleged difference in the capital gain earned on the sale of the operations from HSBC to Bradesco. HSBC (London) calculated the capital gain on the basis of the cost of the investment in foreign currency registered in the BACEN. In the understanding of the tax office the gain should have been determined on the basis of the original cost in Brazilian real.
The DRJ dismissed the challenge and filed a voluntary appeal on 11 January 2021. The collection of the amounts involved have been suspended |
g. summary of on the merits decisions given |
DRJ denied the challenge. Awaiting trial of the voluntary appeal by the CARF. |
h. proceeding status |
Awaiting trial of the voluntary appeal by the CARF. |
i. chance of loss (probable, possible or remote) |
Remote |
j. reason why the lawsuit is considered relevant |
The process is relevant due to the materiality of the cause, exceeding 0.5% of the Reference Equity. |
k. analysis of impact if case is lost |
If there is a loss in the proceedings in the administrative sphere, the case will be discussed in justice, where the chances of success are good, due to the foundations of fact and law involved. |
| |
131 – Reference Form – 2023 | |
Judicial Proceeding: |
Administrative Proceeding No. 16327.720737/2022-13 |
a. court |
Administrative |
b. jurisdiction |
First Instance - Federal Revenue Service Office Judgment - DRJ |
c. date brought |
December 28, 2022 |
d. parties to the proceeding |
Plaintiff: Federal Government (Brazil’s Federal Revenue)
Defendant: Banco Bradesco S.A. |
e. sums, goods or rights involved |
R$1,655,153,193.04 |
f. principal facts |
Notice of infraction filed against Banco Bradesco for requirement of IRPJ and CSLL on the amounts deducted as Loan Loss Provision in 2017.
A challenge has been presented, which is pending trial in the DRJ. The amount involved has the enforceability suspended. |
g. summary of on the merits decisions given |
They have not yet had decisions. |
h. proceeding status |
Awaiting trial from DRJ. |
i. chance of loss (probable, possible or remote) |
Possible |
j. reason why the lawsuit is considered relevant |
The process is relevant due to the materiality of the cause, exceeding 0.5% of the Reference Equity. |
k. analysis of impact if case is lost |
If there is a loss in the proceedings in the administrative sphere, the case will be discussed in court, where the chances of success are good, due to the foundations of fact and law involved.
In the case of an eventual loss in the judicial proceedings, the value involved will have to be paid, with an impact on the income for the fiscal year. |
| |
132 – Reference Form – 2023 | |
Judicial Proceeding: |
Writ of Mandamus 2006.61.00.027475-9 |
a. court |
Federal |
b. jurisdiction |
TRF 3rd Region – 3rd Panel |
c. date brought |
December 14, 2006 |
d. parties to the proceeding |
Plaintiff: Banco IBI S.A. - Banco Múltiplo (currently known as Banco Bradescard S.A.)
Defendant: Special Representative of the Financial Institutions in São Paulo |
e. sums, goods or rights involved |
R$1,579,414,183.51 |
f. principal facts |
Judicial Proceeding,
in which a plea was made since January 2007: (i) to recognize and declare the non-enforceability of the COFINS and of the contribution
to the PIS, in the modality required by Law No. 9,718/98, preventing it, because its incidence on income earned its inconsistent with
the concept of turnover (production of sales of merchandise and of services provided); (ii) to recognize and declare the non-enforceability
of the COFINS levied at 3%, maintaining the levy at 2%; and (iii) to recognize the existence of amount unduly collected as PIS (basis
of calculation) and as COFINS (basis of calculation and levy) and the consequent credit rights, and authorize the compensation of the
values in reference against the installments due of taxes and contributions managed by the Brazil's Federal Revenue Department.
The discussion is restricted
to the triggering events until December 2014.
On March 23, 2007 a partial
injunction was obtained, moving away from only the requirement of the collection of the PIS and COFINS on the basis of calculation as
determined by Law No. 9,718/98.
On November 23, 2007
the sentence was given as unfounded, re-establishing the Injunction following the favorable decision obtained through a bill of review.
On January 21, 2011 judgment
was given as partially favorable, declaring as unconstitutional the incidence of the PIS and COFINS of Law No. 9,718/98 for other income
that is not of turnover.
The company filed special
and extraordinary appeals with the STJ and STF, which are awaiting na examination of admissibility and are suspended until the trial of
RE (Extraordinary Appeal) No. 609,096 (General Repercussion).
The amounts discussed
are fully deposited. |
g. summary of on the merits decisions given |
Judgment was given as partially favorable. Awaiting trial of Resp and RE. |
h. proceeding status |
Stay of proceedings due to General Repercussion in the STF (Supreme Court). |
i. chance of loss (probable, possible or remote) |
Probable. |
j. reason why the lawsuit is considered relevant |
The process is relevant due to the materiality of the cause, exceeding 0.5% of the Reference Equity. |
k. analysis of impact if case is lost |
If the case is lost, the amounts provisioned will have to be paid by converting the realized judicial deposit amount into income to the Federal Government. |
Judicial Proceeding: |
Administrative Proceeding No. 6231 |
a. court |
Federal |
b. jurisdiction |
Original Prosecution - Superior Court of Justice - STJ |
c. date brought |
February 6, 2020 |
d. parties to the proceeding |
Plaintiff: Federal Government (Brazil’s Federal Revenue)
Defendant: BRADESCO-KIRTON CORRETORA DE TÍT. E VAL MOB. S.A. |
e. sums, goods or rights involved |
R$1,574,344,868.81 |
f. principal facts |
Rescission Action filed by the Federal Attorney General’s Office in the face of Banco Losango and Bradesco-Kirton CC, in order to terminate a decision issued by the STJ in the claims of ARESP No. 833948 (origin Popular Action No. 0010707-87.2004.403.6104 - final judgment favorable to the company on March 18, 2016), given that the Superior Court did not admit MPF’s RESP on the allegation of lack of payment of costs. |
g. summary of on the merits decisions given |
Awaiting action of the merits. |
h. proceeding status |
Awaiting trial of the Rescission Action. |
i. chance of loss (probable, possible or remote) |
Remote |
j. reason why the lawsuit is considered relevant |
The process is relevant due to the materiality of the cause, exceeding 0.5% of the Reference Equity. |
k. analysis of impact if case is lost |
If the proceeding is lost, the provisioned amounts should be paid, with an impact on the income. |
| |
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Judicial Proceeding: |
Writ of Mandamus 0571168-65.2015.8.05.0001 |
a. court |
Municipal |
b. jurisdiction |
Higher Instance – Superior Court of Justice - STJ |
c. date brought |
January 13, 2014 |
d. parties to the proceeding |
Plaintiff: Kirton Bank S.A. (successor of Banco Alvorada S.A.)
Defendant: City Hall of the Municipality of Salvador/BA |
e. sums, goods or rights involved |
R$1,531,564,228.36 |
f. principal facts |
Judicial Proceeding: injunction for the cancellation of the values collected by the Municipality of Salvador through NFL 1667.2013 concerning the ISS values for the period from December 2008 to December 2012 supposedly due on the leasing revenues of Banco Alvorada.
Once the discussion was exhausted in the administrative sphere (NFL 1667/2013), Injunction No. 0571168-65.2015.8.05.0001 was filed, at appellate level by the Inland Revenue of the Municipality of Salvador, to be judged by the Court of Justice of Bahia.
The chargeability of the tax credit has been suspended by a favorable judgment. |
g. summary of on the merits decisions given |
Favorable Decisions so far, recognizing the illegality of the ISS collection. |
h. proceeding status |
Awaiting trial of the Special Appeal of the Municipality in the STJ. |
i. chance of loss (probable, possible or remote) |
Possible |
j. reason why the lawsuit is considered relevant |
The process is relevant due to the materiality of the cause, exceeding 0.5% of the Reference Equity. |
k. analysis of impact if case is lost |
If the proceeding is lost, the amount involved will have to be paid, thus impacting the result for the year. |
Judicial Proceeding: |
16327.720390/2018-22 |
a. court |
Administrative |
b. jurisdiction |
Second instance - Administrative Council for Tax Appeals - CARF |
c. date brought |
June 4, 2018 |
d. parties to the proceeding |
Plaintiff: Federal Government (Brazil’s Federal Revenue)
Defendant: Banco Bradesco S.A. (successor of Banco Bradesco Cartões S.A.) |
e. sums, goods or rights involved |
R$1,501,974,259.18 |
f. principal facts |
Notification of IRPJ and CSLL, calendar year 2013, related to the disallowance of expenses from funds raised with interfinancial deposits, whose resources have been capitalized on BERJ in 2013, considered as unnecessary by supervision.
DRJ ruled and partially upheld the appeal. The Inland Revenue has filed a letter of appeal, to the company with the appellee’s brief of the part retained. The CARF converted the trial into diligence.
The CARF, (i) by the vote of quality, denied the voluntary appeal; (ii) by unanimity of votes, not acknowledging the mandatory review and (iii) by unanimous votes, did not acknowledge the appeal regarding item IV of our defense, because of the request for withdrawal made.
The chargeability of the tax credit is suspended by the appeals presented that are pending trial in the CARF. |
g. summary of on the merits decisions given |
DRJ ruled and partially upheld the appeal. The CARF, by the vote of quality (i) denied the voluntary appeal; (ii) by unanimous votes not acknowledging the mandatory review and (iii) by unanimous votes did not acknowledge the appeal regarding item IV of our defense, because of the request for withdrawal made. |
h. proceeding status |
Awaiting formalization and subpoena on the terms of the trial. |
i. chance of loss (probable, possible or remote) |
R$1,479,589,491.23 - Possible
R$22,384,767.94 - Remote
R$1,501,974,259.18 - Total |
j. reason why the lawsuit is considered relevant |
The process is relevant due to the materiality of the cause, exceeding 0.5% of the Reference Equity. |
k. analysis of impact if case is lost |
If there is a loss in the proceedings in the administrative sphere, the case will be discussed in court, where the chances of success are good, due to the foundations of fact and law involved. |
| |
134 – Reference Form – 2023 | |
Judicial Proceeding: |
Administrative Proceeding No. 17459.720001/2023-93 |
a. court |
Administrative |
b. jurisdiction |
First Instance – Federal Revenue Service Office Judgment - DRJ |
c. date brought |
January 9, 2023 |
d. parties to the proceeding |
Plaintiff: Federal Government (Brazil’s Federal Revenue)
Defendant: BEM DISTRIBUIDORA DE TÍTLS E VALS MOBILIÁRIOS LTDA (Lions Trust) |
e. sums, goods or rights involved |
R$1,264,830,623.12 |
f. principal facts |
Tax assessment drafted for the requirement of Income Tax Withheld at Source (“IR/Fonte”), for the calendar year of 2018, combined with a fine of trade and interest of arrears, in the total amount of R$1,151,543,271.51.
The DRJ judged as valid the company’s motion to deny and determined the full cancellation of the infringement. Awaiting trial of the Mandatory Review. |
g. summary of on the merits decisions given |
The DRJ judged as valid the company’s motion to deny and determined the full cancellation of the infringement. |
h. proceeding status |
Awaiting trial of the Mandatory Review by the CARF. |
i. chance of loss (probable, possible or remote) |
Remote |
j. reason why the lawsuit is considered relevant |
The process is relevant due to the materiality of the cause, exceeding 0.5% of the Reference Equity. |
k. analysis of impact if case is lost |
If there is a loss in the proceedings in the administrative sphere, the case will be discussed in court, where the chances of success are good, due to the foundations of fact and law involved. |
Judicial Proceeding: |
10903.720005/2019-51 |
a. court |
Administrative |
b. jurisdiction |
Second Instance – Administrative Council of Tax Appeals - CARF |
c. date brought |
May 2, 2019 |
d. parties to the proceeding |
Plaintiff: Federal Government (Brazil’s Federal Revenue)
Defendant: Kirton Bank S.A. |
e. sums, goods or rights involved |
R$1,200,281,563.99 |
f. principal facts |
Administrative Proceeding: Notification of IRPJ and CSLL, period from 2014 to 2016, as a supposed disguised distribution of profit, through hedge operations carried out through an investment fund abroad.
The DRJ dismissed the challenge and a voluntary appeal was filed on December 21, 2021. The chargeability of the tax credit is suspended. |
g. summary of on the merits decisions given |
The DRJ dismissed the challenge. Awaiting trial of the voluntary appeal by the CARF. |
h. proceeding status |
Awaiting trial of the voluntary appeal by the CARF. |
i. chance of loss (probable, possible or remote) |
Remote |
j. reason why the lawsuit is considered relevant |
The process is relevant due to the materiality of the cause, exceeding 0.5% of the Reference Equity. |
k. analysis of impact if case is lost |
If there is loss of the legal procedure in the administrative sphere, the case will be discussed in court, where the chances of success are good, due to the pleas of fact and law involved. |
| |
135 – Reference Form – 2023 | |
Judicial Proceeding: |
Administrative Proceeding No. 17459-720.049/2023-00 |
a. court |
Administrative |
b. jurisdiction |
First Instance – Federal Revenue Service Office Judgment - DRJ |
c. date brought |
November 10, 2023 |
d. parties to the proceeding |
Plaintiff: Federal Government (Brazil’s Federal Revenue)
Defendant: Bem Distribuidora de Títulos e Valores Mobiliários Ltda. (Lions Trust) |
e. sums, goods or rights involved |
R$1,179,160,836.88 |
f. principal facts |
Tax assessment drafted for the requirement of Income Tax Withheld at Source (“IR/Fonte”), for the calendar year of 2019, combined with a fine of trade and interest of arrears, in the total amount of R$1,173,909,695.37.
Motion to deny presented on behalf of BEM DTVM and the Lions Trust. |
g. summary of on the merits decisions given |
Awaiting action of the merits. |
h. proceeding status |
Awaiting trial of the challenge. |
i. chance of loss (probable, possible or remote) |
Remote |
j. reason why the lawsuit is considered relevant |
The process is relevant due to the materiality of the cause, exceeding 0.5% of the Reference Equity. |
k. analysis of impact if case is lost |
If there is loss of the legal procedure in the administrative sphere, the case will be discussed in court, where the chances of success are good, due to the pleas of fact and law involved. |
Judicial Proceeding: |
Writ of Mandamus 1017029-36.2018.4.01.3400 |
a. court |
Administrative |
b. jurisdiction |
13th Civil Court |
c. date brought |
November 30, 2011 |
d. parties to the proceeding |
Plaintiff: Tempo Serviços S.A.
Defendant: Federal Government (Brazil’s Federal Revenue) |
e. sums, goods or rights involved |
R$1,157,264,272.73 |
f. principal facts |
Judicial Proceeding:
injunction pleading a new outcome for the judgment of special appeal filed in Administrative Proceeding No. 10970.720351/2011-88 with
the registry of the IRPJ and CSLL regarding the disallowance of the amortization expense of the goodwill paid in the acquisition of investment,
whereby the vote of quality by the President of the 1st Class of the Higher Chamber of Fiscal Resources - CSRF was not computed.
Having obtained a favorable judgment recognizing the invalidity of the vote of quality, declaring the trial delivered by the Higher Chamber
of the CARF to be null and void, determining the return of the Administrative Proceeding No. 10970.720351/2011-88 to the CARF for re-trial,
without using the quality vote as tie-breaker.
The tax credit enforceability
is suspended by the appeal awaiting a new judgment by the CARF. |
g. summary of on the merits decisions given |
Favorable judgment. Awaiting new trial by CARF. |
h. proceeding status |
Awaiting trial of the Government Appeal. |
i. chance of loss (probable, possible or remote) |
Possible |
j. reason why the lawsuit is considered relevant |
The process is relevant due to the materiality of the cause, exceeding 0.5% of the Reference Equity. |
k. analysis of impact if case is lost |
If there is a loss in the possible legal procedure the value involved must be paid, affecting the income statement for the fiscal year. |
| |
136 – Reference Form – 2023 | |
Judicial Proceeding: |
Administrative Proceeding No. 16327.721152/2021-30 |
a. court |
Administrative |
b. jurisdiction |
First Instance – Federal Revenue Service Office Judgment - DRJ |
c. date brought |
December 22, 2021 |
d. parties to the proceeding |
Plaintiff: Federal Government (Brazil’s Federal Revenue)
Defendant: Banco Bradesco S.A. |
e. sums, goods or rights involved |
R$1,057,952,942.53 |
f. principal facts |
This is an administrative proceeding resulting from infraction proceedings drawn up for the requirement of social security contributions supposedly incidents on the amounts spent by Banco Bradesco in the calendar year of 2017, with (i) meal allowance provided by electronic cards (R$652,982,965.94); (ii) additional employer contributions made to the private pension account for the benefit of its officers and superintendents (R$217,753,444.68); and (iii) PLR paid to two employees (R$383,836.99), which was the subject of payment. Social contributions of a social security nature were accrued from conventional interest and a fine of legal nature, pursuant to article 44, paragraph I, of Law No. 9,430, dated December 27, 1996. |
g. summary of on the merits decisions given |
Awaiting trial of the Challenge. |
h. proceeding status |
Awaiting trial of the Challenge. |
i. chance of loss (probable, possible or remote) |
R$265,050,659.01 - Possible
R$792,902,283.52 - Remote
R$1,057,952,942.53 - Total
The item III was paid in 2021. |
j. reason why the lawsuit is considered relevant |
The process is relevant due to the materiality of the cause, exceeding 0.5% of the Reference Equity. |
k. analysis of impact if case is lost |
If there is loss of the legal procedure in the administrative sphere, the case will be discussed in court, due to the pleas of fact and law involved. |
Judicial Proceeding: |
Writ of Mandamus 0047693-88.2012.4.02.5101 |
a. court |
Federal |
b. jurisdiction |
TRF 2nd Region – 3rd Panel |
c. date brought |
November 16, 2012 |
d. parties to the proceeding |
Plaintiff: Banco Bradesco BERJ S.A.
Defendant: Special Representative of the Financial Institutions in RJ |
e. sums, goods or rights involved |
R$992,507,867.73 |
f. principal facts |
Judicial Proceeding: Pleaded the calculation and collection of PIS and COFINS, from October 2012, on its effective billing, whose concept executed by private law and accepted by the STF is mentioned explicitly in article 2 of Complementary Law No. 70/91, referred to in articles 1 and 2 of Law No. 9,718/98, thus moving away from the requirement of these contributions on the entirety of the operating revenues, in particular financial revenues.
The discussion is restricted to the triggering events until December 2014.
The value involved has the enforcement suspended due to the full judicial deposit involved, made with the decline of the appeal that was initially granted.
The company filed an appeal on the merits of the case, which was denied by the TRF 2nd Region. The Special and Extraordinary appeals have been presented to the STF and STJ. The case is on hold awaiting trial of RE 609.096 |
g. summary of on the merits decisions given |
Unfavorable judicial decisions, awaiting trial of Resp and RE. |
h. proceeding status |
Awaiting trial in the Higher Court. |
i. chance of loss (probable, possible or remote) |
Probable |
j. reason why the lawsuit is considered relevant |
The process is relevant due to the materiality of the cause, exceeding 0.5% of the Reference Equity. |
k. analysis of impact if case is lost |
If the case is lost, the amounts provisioned will have to be paid by converting the realized judicial deposit amount into income to the Federal Government. |
| |
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Judicial Proceeding: |
Administrative Proceeding No. 16327.720091/2020-11 |
a. court |
Administrative |
b. jurisdiction |
Second instance - Administrative Council for Tax Appeals - CARF |
c. date brought |
February 6, 2020 |
d. parties to the proceeding |
Plaintiff: Federal Government (Brazil’s Federal Revenue)
Defendant: Banco Bradesco S.A. |
e. sums, goods or rights involved |
R$961,514,896.98 |
f. principal facts |
Administrative Proceeding: Notification of pension contribution, in the period from March 2014 to December 2015, on values paid with the food card.
The Brazilian Federal Revenue understood that the value paid with the food card under the concept of payment "in natura" is not inserted in the employee’s salary and, therefore, is subject to a levy on pension contributions.
Entry maintained at the trial of the motion to deny by the DRJ. The CARF considered partially the Voluntary Appeal to (ii) unanimously exclude the values related to the meal allowance and (ii) by majority of votes, maintain the taxation of the private pension portion. The Special Appeal filed later had its follow-up denied.
The enforceability of the tax credit is suspended by the appeal awaiting trial at the CARF. |
g. summary of on the merits decisions given |
The DRJ dismissed the challenge. Awaiting trial of the Voluntary Appeal from CARF. |
h. proceeding status |
Awaiting trial of the Bill of Review by the Superior Chamber of Fiscal Appeals - CSRF. |
i. chance of loss (probable, possible or remote) |
Possible |
j. reason why the lawsuit is considered relevant |
The process is relevant due to the materiality of the cause, exceeding 0.5% of the Reference Equity. |
k. analysis of impact if case is lost |
If there is loss of the legal procedure in the administrative sphere, the case will be discussed in court, where the chances of success are good, due to the pleas of fact and law involved. |
Judicial Proceeding: |
Administrative Proceeding No. 16327.721663/2011-80 |
a. court |
Federal |
b. jurisdiction |
17th Federal Court |
c. date brought |
December 7, 2011 |
d. parties to the proceeding |
Plaintiff: Federal Government (Brazil’s Federal Revenue)
Defendant: NOVA PAIOL PARTICIPAÇÕES LTDA. |
e. sums, goods or rights involved |
R$770,255,624.60 |
f. principal facts |
Tax Audit of IRPJ and CSLL for the calendar year 2006, arising from the goodwill-expense of amortization of the goodwill in the sale of Visanet (IPO).
Unfavorable administrative discussion, except for the removal of the incidence of Selic on the fine applied.
Suspension of the enforceability of the tax credit by virtue of the judicial decision given in the proceedings of annulment action No. 1011290-82.2018.4.01.3400 (there is a bail letter). |
g. summary of on the merits decisions given |
Unfavorable administrative discussion, except for the removal of the incidence of Selic on the fine applied. Decision given in the files of proceedings No. 1011290-82.2018.4.01.3400, granted petition for emergency protection. |
h. proceeding status |
The discussion remains in the judicial sphere through Action for Annulment No. 1011290-82.2018.4.01.3400. Awaiting production of expert evidence. |
i. chance of loss (probable, possible or remote) |
Possible |
j. reason why the lawsuit is considered relevant |
The process is relevant due to the materiality of the cause, exceeding 0.5% of the Reference Equity. |
k. analysis of impact if case is lost |
If the case is lost, the amounts provisioned will have to be paid by converting the realized judicial deposit amount into income to the Federal Government. |
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138 – Reference Form – 2023 | |
Judicial Proceeding: |
Administrative Proceeding No. 16327.721507/2012-08 |
a. court |
Administrative |
b. jurisdiction |
Second instance - Administrative Council for Tax Appeals - CARF |
c. date brought |
December 18, 2012 |
d. parties to the proceeding |
Plaintiff: Federal Government (Brazil’s Federal Revenue)
Defendant: Banco Bradesco S.A. |
e. sums, goods or rights involved |
R$725,115,136.18 |
f. principal facts |
Notification of IRPJ and CSLL related to additions and exclusions in the calculation of the real profit of the calendar year 2007, as a result of MTM - Asset Mark to Market.
After the unfavorable trial of the motion to deny and partially favorable of the proposed voluntary appeal, the case was acceded to the PRLF, considering the office's assessment that the prospects for success in any judicial discussion were not good, given the difficulty of proving the adjustments related to the market value in the reference years from 2002 to 2007. |
g. summary of on the merits decisions given |
There was accession to the Tax Litigation Reduction Program – PRLF. |
h. proceeding status |
Acceded to the PRLF. Awaiting write-off of the proceedings. |
i. chance of loss (probable, possible or remote) |
Probable |
j. reason why the lawsuit is considered relevant |
Proceedings acceded to the PRLF (Tax Litigation Reduction Program). |
k. analysis of impact if case is lost |
Proceedings acceded to the PRLF (Tax Litigation Reduction Program). |
4.5
– Indicate the total provisioned value, if any, of the processes described in item 4.4
In 2023,
the total value of provisioned processes described in this item was R$2,571,922 thousand.
4.6
– Relevant sensitive processes in which the issuer or its subsidiaries are a part of, and which have not been disclosed in item
4.4, analyze the impact in case of loss and inform the values involved
We do
not have any proceedings under the conditions mentioned in item 4.4.
4.7
– Describe other relevant contingencies not covered by the previous items
There
are no other relevant contingencies that have not been covered in the previous items.
| |
139 – Reference Form – 2023 | |
| 5. Risk management policy and internal controls |
| |
5. Risk management policy and internal controls
5.1
– Risks indicated in items 4.1 and 4.3
| a) | if the issuer has a formal policy of risk management, highlighting, if affirmative, the agency that
approved it and the date of its approval, and, if negative, the reasons for which the issuer did not adopt a policy |
Regarding
the spread of the culture of risks, the Organization has policies, standards and procedures for the management of risks and of capital.
These instruments establish the basic guidelines of activity expressed by Senior Management in line with the standards of integrity and
ethical values of the institution and cover all of the activities of the Organization and related companies.
The
policies, standards and procedures shall ensure that the Organization maintains a control framework that is compatible with the nature
of its operations, the complexity of its products and services, activities, processes, systems and the size of their risk exposure.
The
risk management and capital policies are aligned with the strategic objectives of the Organization, with the best national and international
practices, in accordance with laws and regulations issued by the supervisory agencies, reviewed, at least annually, by the Board of Directors
and made available to all of the employees and companies that are associated through the corporate intranet.
Corporate Policies |
Approving agent |
Date of approval |
Corporate Governance |
Board of Directors |
June 15, 2023 |
Risk Management of the Bradesco Organization |
Board of Directors |
October 5, 2023 |
Credit Risk Management |
Board of Directors |
October 5, 2023 |
Market Risk Management |
Board of Directors |
October 5, 2023 |
Liquidity Risk Management |
Board of Directors |
October 5, 2023 |
Operational Risk Management |
Board of Directors |
October 5, 2023 |
Management and Model Risk |
Board of Directors |
October 5, 2023 |
Strategic Risk Management |
Board of Directors |
October 5, 2023 |
Business Continuity Management |
Board of Directors |
October 5, 2023 |
Third Party (Contagion) Risk |
Board of Directors |
October 5, 2023 |
Corporate Sustainability |
Sustainability and Diversity Committee |
November 23, 2023 |
Capital Management |
Board of Directors |
October 19, 2023 |
Internal Control |
Board of Directors |
October 5, 2023 |
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140 – Reference Form – 2023 | |
| 5. Risk management policy and internal controls |
| |
| b) | the objectives and strategies of the risk management policy, if applicable, including: |
| i. | the risks against which one seeks protection: |
The
management corporate process allows the risks to be proactively identified, measured, mitigated, monitored and reported, which is necessary
in view of Bradesco’s complex products and services offered as well as the Organization’s activity profile, and is composed
of the following stages:
ä |
Identification |
☐ |
Identifying risks related to the Organization’s activities, regarding business, products and services evaluation and classification in the risk scope. |
|
â |
|
|
|
Measurement |
☐ |
Calculating expected and unexpected losses through internationally known methodologies, either under ordinary market conditions or stressful situations. Compatible measurement tools are used due to the complexity of existing operations, products and services. |
â |
|
|
|
☐ |
Assumption of risk: represented by the decision to incur the risk in accordance with the appetite; |
Governance |
☐ |
Non-acceptance of the risk: decision of the Organization where the risk is outside its appetite; and |
☐ |
Mitigation: represents the measures taken by the Organization to reduce risks by adopting actions that minimize the impact should there be contrary events. For instance, it comprises internal control activities, the use of collateral, fiduciary guarantees, hedges, insurance, risk transfer, among others. |
â |
|
|
Monitoring |
☐ |
The Organization has several activities focused on ensuring the proper behavior of risks, respecting the policies and established limits, and also verifies the effectiveness of internal controls and correct design of processes and their updates. |
|
â |
|
|
ã |
Reporting |
☐ |
Focuses on all actions involving the disclosure of risk and control information, carried out on a timely basis, involving all levels of the Organization, market and domestic and foreign regulatory bodies. |
In relation
to the risks indicated in item 4.1, the objectives and strategies of the risk management policies are aimed at ensuring compliance with
the Organization’s risk appetite. The risk appetite refers to the types and levels of risks that the Organization proposes to admit
in running its business and achieving its objectives. The Risk Appetite Statement (RAS) is an important tool that synthesizes the risk
culture of the Organization.
At the
same time, RAS emphasizes the existence of an efficient process of assignments in the operational risk management and in the performance
of control functions, as well as for mitigation and disciplinary actions and processes of scheduling and reporting to Senior Management
upon breach of the risk limits or control processes established.
The
Risk Appetite Statement is reviewed on an annual basis1, or whenever necessary, by the Board of Directors and permanently
monitored by forums of the Senior Management and business and control areas.
RAS
reinforces the dissemination of the risk culture by disclosing the main aspects of risk appetite of the Organization to all its members.
1 The
Risk Committee, in relation to the RAS, has the following attributions: a) to evaluate the risk appetite levels established in the Risk
Appetite Declaration and the strategies for its management, considering the risks individually and in an integrated way; and b) to supervise
the observance, by the institution's management, of the terms of the RAS.
| |
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| 5. Risk management policy and internal controls |
| |
For
the many types of risks, whether measurable or not, the Organization established control approaches, observing the main global dimensions:
Capital, Liquidity, Profitability, Credit, Market, Operational, Reputation, Model, and Qualitative Risks.
The
monitoring of appetite is done by means of effective control processes, in which the managers are informed about the risk exposures and
the respective use of the existing limits. The reporting is carried out by means of a system of alerts, which facilitates the communication
and highlights the possible exceptions to the limits, which require discussion, authorization for exceptions and/or measures of adequacy,
permeating all spheres of the Organization, supporting the Senior Management in evaluating whether the results are coherent with the risk
appetite.
| ii. | the instruments used for protection: |
In addition
to the policy of risk and capital management, the Organization also has a norm of Hedging transactions made by the Treasury whose goal
is to define the criteria for the protection of Bradesco’s Treasury to exposures to market risk factors and to manage liquidity
risks. The content of this norm is stated in item 5.2 (b) of this document.
Detailed
information regarding risk management process, reference equity as well as our risk exposures, can be found in the Report “Risk
Management – Pillar 3”, available on the Investor Relations website (bradescori.com.br – Notice to the Market).
| iii. | the organizational structure of risk management: |
The
structures of our risk and capital management function consist of a number of committees, commissions and departments responsible for
assisting our Board of Directors, the Chief Executive Officer, the Chief Risk Officer and the Board of Executive Officers of the Organization
in making strategic decisions.
The
Organization has the Integrated Risk Management and Capital Allocation Committee – COGIRAC, whose role is to advise the Chief Executive
Officer on the fulfillment of its duties related to the management and control of all risks and the capital of the Organization.
The
risk management structure also has the Executive Committees for: a) Risk Monitoring; b) Risk Management; c) AMLTF/Sanctions and Information
Security/Cyber; it also has the Executive Committee of Products, Services and Partnerships, and the Executive Committees for our business
units, whose tasks include suggesting limits for any exposure to their related risks and devising mitigation plans to be submitted for
the Risk Committee’s evaluation and deliberation of the Board of Directors.
Additionally,
the Risk Committee is responsible for assessing the structure of risk management of the Organization and occasionally proposing improvements,
and challenge the Organization’s risk structure in the face of new trends and/or threats, as well as advising the Board of Directors
in the performance of its assignments related to the management and control of risks and capital.
| |
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| 5. Risk management policy and internal controls |
| |
Corporate
Governance of the Organization counts on the participation of all of its hierarchical levels, which aim to optimize the performance of
the company and to protect interested parties, as well as to facilitate access to capital, add value to the Organization and contribute
to its sustainability, mainly involving the aspects that focus on transparency, and equality of treatment and accountability. This framework
meets the guidelines established by the Board of Directors.
In this
context, the management of risks and capital is carried out by means of collective decision-making, supported by specific committees.
This process counts on the participation of all the layers that are encompassed by the scope of Corporate Governance, which comprises
Senior Management and the various areas of business, operations, products and services.
| |
143 – Reference Form – 2023 | |
| 5. Risk management policy and internal controls |
| |
Board of Directors |
· Approves and reviews the risk management strategies, policies and structures of risk and capital management, including appetite and exposure limits according to the types of risks, as well as the program of stress tests, their results and the scenarios and assumptions applied. |
Risk Committee |
·
Assesses the risk appetite levels set out in the Risk Appetite Statement (RAS) and the strategies for its management, considering
the risks individually and in an integrated way;
·
Supervises the activities and performance of the Chief Risk Officer (CRO);
·
Supervises the compliance, by the Organization’s Board of Executive Officers, with the terms of the RAS;
·
Evaluates the level of adherence of the processes of the risk management structure to the established policies;
·
Proposes recommendations to the Board of Directors on policies, strategies, and the limits of risk and capital management, stress
test program, business continuity policy, liquidity and capital contingency plans, and capital plan. |
Audit Committee |
·
Reviews the integrity of the financial statements;
·
Makes recommendations to the Board of Executive Officers for correcting or improving policies, practices and procedures identified
within the ambit of their attributions. |
Integrity and Ethical Conduct Committee |
·
Ensures that infractions and violations of the Codes of Ethical Conduct, both corporate and sector-based, and the breaches of anti-corruption
and competitive conduct are followed by applicable disciplinary acts, regardless of the hierarchical level, without prejudice to the legal
penalties due;
·
Ensures that the Board of Directors is aware of matters that may cause significant impact to the image of the Organization;
·
Forwards for the approval of the Board of Directors the matters related to the Officers of the Organization. |
General Inspectorate Department |
·
Certifies the risk management process of the business;
·
Ensures compliance with the policies, norms, standards, procedures and internal and external regulations;
·
Recommends improvements in the internal control environment. |
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| 5. Risk management policy and internal controls |
| |
Executive Committees |
Disclosure |
·
Supports Senior Management to appraise the disclosure of significant transactions and information relating to the Organization;
·
Examines reports in order to ensure that they are prepared in accordance with controls and procedures defined for their preparation. |
Integrated Risk Management and Capital Allocation Committee (COGIRAC) |
·
Validates and submits, for the approval by the Risk Committee and determination by the Board of Directors, the appetite and exposure
limits according to the types of risks;
·
Validates and submits, for the approval by the Risk Committee and determination by the Board of Directors, the policies inherent
to risk and capital management;
·
Validates and submits, for the approval by the Risk Committee and determination by the Board of Directors, the program of stress
tests, the parameters, scenarios, their probabilities, assumptions, their results and the management actions to mitigate the impacts;
·
Ensures compliance with policies and ensures all risk and capital management;
·
Monitors the risk profile, performance, need for capital and sufficiency, exposures versus limits and control of the risks;
·
Evaluates the effectiveness and compliance of the Internal Controls System. |
Risks
of:
Risk Monitoring
Risk
Management
|
·
Ensure compliance with the policies and ensure the efficacy of the risk and capital management processes;
·
Approve and monitor definitions, criteria and procedures to be adopted, as well as methodologies, models and tools that focus on
the risk and capital management and measurement;
·
Approve and monitor the information on the level of exposure to risk, consolidated and by office;
·
Evaluate and submit for validation of the COGIRAC the policy, structure, roles and responsibilities, risk appetite, assessment
of the adequacy and capital plans;
·
Follow the behavior and evolution of the market, as well as evaluating the impacts and risks and capital;
·
Take note of the rules, guidelines and orientation issued by National and International regulatory entities;
·
Take note of the work carried out by internal and external audits that pertain to risk management and results concerning independent
validation of models. |
Crisis Management |
·
Evaluates the critical incident and crisis event;
·
Appreciates and deliberates on possible mitigation and containment actions of the critical crisis incident. |
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145 – Reference Form – 2023 | |
| 5. Risk management policy and internal controls |
| |
Anti-money Laundering and Financing of Terrorism (AMLTF)/Sanctions and Information Security/Cyber |
·
Ensure both compliance with policies and effectiveness of the processes of corporate security, prevention and combating of money
laundering and terrorism financing;
·
Evaluate and submit for validation by the COGIRAC the policies and guidelines relating to corporate security, information governance
and the prevention of money laundering and terrorism financing. |
Products and Services |
· Evaluates whether every risk has been identified and whether it is acceptable, deliberating on the creation, modification, suspension or discontinuity of products/services and establishment of business partnerships, considering the client profile. |
Collection and Recovery of Loans |
·
Deliberates on proposals of renegotiation of matured debts or with the potential risk of loss;
·
Approves standards, procedures, measures and guidelines of corporate character, related to the subject of Collection and Recovery
of Loans;
·
Defines limits of authority for approval in the renegotiation of debts. |
Credit |
· Takes collective decisions on the consultation of limits or operations involving credit risk, proposed by Offices and Companies of the Organization. |
Treasury for Asset and Liability Management |
·
Defines strategies of expertise in the asset and liability management based on the analysis of the political-economic scenarios,
at national and international levels, and of pricing of active, passive and derivative operations of the Bradesco Organization;
·
Evaluates strategies of expertise in the hedge management of foreign heritage;
·
Validates and submits, for the approval of the Integrated Risk Management and Capital Allocation Committee, proposals for limits
of tolerance to market and liquidity risk exposure. |
Treasury |
·
Defines Treasury’s strategies to optimize results, based on analyzing domestic and foreign political-economic scenarios;
·
Validates proposed risk exposure tolerance limits for the Treasury Department and submits them for approval of the Integrated Risk
Management and Capital Allocation Committee;
·
It follows the results, strategies, behaviors and risks of positions carried out by the Treasury Department. |
Strategic Planning |
· It evaluates the corporate strategic positioning and promotes the necessary actions for maintenance. |
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146 – Reference Form – 2023 | |
| 5. Risk management policy and internal controls |
| |
| c) | adequacy of the operational structure and internal controls for the verification of the effectiveness
of the policy adopted |
The
integrated management of risks and internal controls is structured in three lines, as mentioned in item 5.2 of this Reference Form.
In the
second line, the main highlights are the actuation of the Internal Controls and Compliance, which act proactively in the process of verification
of the effectiveness of the policies adopted by the Organization and management and mitigation of risks in order to maintain them at acceptable
levels. Both areas are segregated matricially from the areas of business, aiming to maintain independence in the conduct of their activities.
The
results of the activities carried out by the second line are periodically submitted to the Committees of the Organization in line with
the process of governance established.
5.2
– Controls adopted by the issuer to ensure the elaboration of reliable financial statements
a)
the main practices of the Internal Controls, level of efficiency of such controls, indicating any imperfections and measures adopted
to correct them
The
effectiveness of the Internal Controls of the Organization is sustained by qualified professionals, well-defined processes implemented
with technology that is compatible with the business needs.
The
methodology of the Internal Controls is aligned with the Frameworks issued by the Sponsoring Organizations of the Treadway Commission
Committee – COSO (Internal Control – Integrated Framework 2013) as
well as with the guidelines established by the Information Systems Audit and Control Association (ISACA) by means of the Control Objectives
for Information and Related Technology (COBIT 5 – 2012). The planning, implantation, implementation and effective maintenance of
the accounting systems and internal controls adopted by the Organization are the responsibility of the operations management departments,
since internal controls in the first and second lines were established in order to provide reasonable security in relation to the reliability
of the Organization’s consolidated financial statements and to provide security for the proper running of the business and the reach
of objectives established in accordance with applicable laws and regulations, external policies, internal standards and procedures, in
addition to applicable codes of conduct and self-regulation codes.
The
monitoring and adherence of such controls are performed by the Internal Controls, whose conclusion for the semester and year ended December
31, 2023 was that they were effective and appropriate to the type of activity, volume of transactions, as well as the nature, complexity
and risk of the Organization’s operations, whereby no deficiencies that might have a material impact in the Organization’s
consolidated financial statements were identified.
b)
the organizational structures involved
The
structure of the Internal Controls, defined by the Organization, combines the observance of the applicable regulatory requirements with
the adoption of the best practices of Corporate Governance, to ensure the necessary focus and the effective management of the Internal
Controls.
The
responsibilities are presented as follows:
| · | Board of Directors: Main responsibilities: establish the strategic guidance of the Company, with
the aim of, within the best practices of Corporate Governance, protect and maximize the return on investment of the shareholder and to
ensure that the Board of Executive Officers is always fit to perform their duties with competence, transparency and respect to the strictest
ethical principles. |
| · | Committees: Advise the Board of Directors or the CEO on issues that require specific knowledge
and/or the establishment of collective decision-making. |
| · | CEO: Is responsible for the management of the Company and co-ordination of the Board of Executive
Officers, and the link with the Board. |
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147 – Reference Form – 2023 | |
| 5. Risk management policy and internal controls |
| |
| · | Board of Executive Officers: To observe and enforce the guidelines and strategic guidelines established
by the Board and by the Meetings, to conduct the daily operations of the Company exercising their duties with competence and transparency,
among other duties. |
| · | Owners of the Rights to the Offices: Responsible for activities and for the existence and effectiveness
of the Internal Controls of their Office, as well as the identification, classification, measurement and monitoring of controls and risks.
For this purpose, create and maintain appropriate structures for the demands and other conditions necessary to safeguard compliance with
laws, regulations, standards and procedures. |
| · | Managers in the Offices: Define and document the flows of processes, identifying and assessing
the events of risks, defining the proper response for the risks. Acting on risks, identifying gaps, preparing and following up on the
implementation of Action Plans to correct or to improve existing controls. |
| o | Ensure that the laws, regulations, policies, rules and procedures, as well as the codes of conduct and
self-regulation, which are necessary for the execution of the activities, are accessible and are complied with by all those involved. |
| o | Define, implement and ensure the effectiveness of the controls, communicating promptly to the Integrated
Risk Control Department (DCIR) any creation or alteration in the flow of the processes and/or in the controls exercised, as well as in
the identification of new risks. |
| · | Internal Controls: Independently certify the existence, implementation and effectiveness of the
controls that ensure acceptable levels of risk in the processes of the Organization. |
| o | Respond for the consolidation of the results of the effectiveness tests applied in the scope of the financial
conglomerate and by drafting the Report of the Internal Controls. The Risk Analyst should have access and should report directly to the
Departmental Board or to the Board of Executive Officers if the case so requires, and its role must be exercised without any restriction
of access to systems, data, information, documents and areas and, above all, without any connection with existing commercial, operational
or administrative activities in its area of operation. |
| o | Promote and facilitate the control of risks and the allocation of capital for the activities of the Organization,
independently, consistently, transparently and in an integrated manner. This Office is also responsible for meeting the requirements of
the Regulating Agencies that relate to risk management activities. |
| · | General Inspectorate Department (Internal Audit): Independently assess the processes of the Organization,
in order to contribute to the mitigation of risks and to the suitability and the effectiveness of the Internal Controls, in compliance
with the Policies, Standards and Internal and External Regulations. |
c)
if and how the effectiveness of internal controls is supervised by the administration of the issuing authority, indicating the
position of the people responsible for this monitoring
Risk
management permeates the entire Organization and is aligned with the guidelines that are established by the Board of Directors and by
the structure of the Committees that define the global objectives, expressed in targets and limits for the risk management business units.
The control and capital management units, in turn, support the management by means of monitoring processes and the analysis of risk and
capital.
The
Internal Controls are part of the responsibility of all of the Organization’s employees. When service providers (associates) perform
controls on behalf of the Organization, the contracting parties of the Offices are liable for these controls.
The
Internal Controls area, performs the risk monitoring involved in the processes, as well as the effectiveness of controls so as to maintain
them at acceptable levels for the Organization.
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148 – Reference Form – 2023 | |
| 5. Risk management policy and internal controls |
| |
The
main information on activities, assessments and diagnosis about the effectiveness of the Internal Controls System are, at least every
12 months, consolidated into a Report and submitted to the Executives Responsible. Reports on the evaluation and compliance of the Risk
and Control Environment are presented to the Audit Committee and the Integrated Risk Management and Capital Allocation Committee and submitted
to members of the Board of Directors.
d)
deficiencies and recommendations on internal controls included in the detailed report of the independent auditor, prepared and
forwarded to the issuer by the independent auditor, in accordance with the CVM-issued regulation that provisions on the registry and exercise
of the independent audit activity
The
overall assessment of both the independent auditors regarding the Management on the Organization Control Environment was that it was effective
and appropriate to the nature, complexity and scale of operations of the Organization and that it offered reasonable assurance on the
consolidated financial statements closed on December 31, 2023, not presenting any material weaknesses or significant deficiencies.
In the
course of the evaluations made, deficiencies were identified in the controls that aim to contribute to improve the internal controls and
accounting procedures of the Organization. For such remarks, action plans were devised, which are monitored by the Management through
forums of governance, including the Risk Committee and the Audit Committee.
e)
comments of the Officers on the weaknesses found in the detailed report prepared by the independent auditor and on the corrective
measures adopted
The
deficiencies and recommendations appointed in the independent auditors’ report do not significantly compromise the control environment
of the Organization.
5.3
– In relation to the internal mechanisms and procedures of integrity adopted by the issuer to prevent, detect and remedy deviations,
fraud, irregularities and illegal acts perpetrated against the public administration, national or foreign
Bradesco
Organization, has an Integrity Program composed of a set of policies, standards and procedures, promotion of culture, whistle blowing
channel aimed at prevention, monitoring, detection and response in relation to the harmful acts provided for in the Anti-Corruption Law
No. 12,846/13 and in international legislations, in particular the Foreign Corrupt Practices Act and the United Kingdom Bribery Act and
in the countries where it has Business Units, thereby strengthening the governance of the Bradesco Integrity Program. These instruments
establish the basic guidelines of activity expressed by Senior Management in line with the standards of integrity and ethical values of
the institution and cover all the activities of the Bradesco Organization.
a)
if the issuer has rules, policies, procedures or practices focused on prevention, detection and remediation of deviations, fraud
and illegal acts performed against the public administration, identifying, if affirmative:
| i. | the main mechanisms and procedures of integrity adopted and their suitability to the profile and risks
identified by the issuer, stating how often the risks are reassessed and the policies, procedures and practices are adapted |
The
main mechanisms and procedures of integrity adopted can be consulted in full in the Bradesco Reference Form.
Annually,
the Bradesco Integrity Program is evaluated by means of: interviews; application of an integrity questionnaire; evaluation of national
and international laws to which the bank is submitted; the governance, policies and standards structure; and the review of the risks,
controls, roles and responsibilities in each division.
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149 – Reference Form – 2023 | |
| 5. Risk management policy and internal controls |
| |
This
Program is structured to permeate all areas of the Bradesco Organization. In the case of units located abroad, adaptations can be made
to increment the Integrity Program to suit specific local laws, but maintaining, at least, the conducts already required in Brazil.
| ii. | the organizational structures involved in the monitoring of the operation and efficiency of the internal
mechanisms and procedures of integrity, indicating their assignments, if their creation was formally approved, institutions of the issuer
to which they report, and mechanisms to guarantee the independence of its leaders, if existent |
The
Board of Directors and the Board of Executive Officers support the Bradesco Integrity Program, where the main operating activities and
all business practices of the Organization were considered in the elaboration of the Program and are divided into strategic pillars of
operation, which are the Corruption Risk Prevention, the Monitoring and Detection of Inappropriate Behavior and the Response of Senior
Management.
It is
up to the Board of Directors to determine the institutional guidelines on the subject and to support the Integrity Program so that its
effectiveness is met. All ethics- and anticorruption-related policies and standards are ratified at Board meetings and must be complied
with by the Managers, Employees, Interns and Apprentices of the Bradesco Organization and all its subsidiaries in Brazil and abroad in
all their activities and transactions, and also apply to all Associates (goods and service providers, banking correspondents and partners),
based on the values and principles established in the Code of Ethical Conduct of the Bradesco Organization.
It is
up to the Board of Executive Officers to establish and monitor the actions necessary to achieve the guidelines established by the Board
of Directors, promoting high standards of integrity and ethics and the dissemination of a culture that emphasizes and demonstrates to
all Managers, Employees, Interns, Apprentices and Associates the importance of preventing, detecting and remedying deviations, fraud,
irregularities and illegal acts committed, especially against domestic or foreign public administration.
The
Integrity and Ethical Conduct Committee proposes actions with respect to the dissemination and compliance with the Codes of Ethical Conduct
of the Bradesco Organization, both corporate and sector-based, and with to the rules of conducts related to the themes of integrity, anti-corruption
and competition, in order to ensure efficiency and effectiveness. The Committee is also responsible for assessing the reports on the deviations,
frauds, irregularities and illegal acts perpetrated, as well as on the infringement and violation of the corporate and department Codes
of Ethical Conduct and on the disruption of anti-corruption and competitive conduct; adopting the necessary actions by issuing an opinion
addressed to the relevant Offices, as recorded in the minutes of its meetings; ensuring that the infringements and violations are followed
by applicable disciplinary actions, regardless of the offender’s hierarchical level, notwithstanding the applicable legal penalties;
ensuring that the Board of Directors is aware of the matters that could have a tangible impact on Bradesco Organization’s reputation;
deliberating on actions for the prevention and handling of the problems identified and acknowledge the results of the follow up activities
ascertained in the scope of the Commission of Ethical Conduct; and forwarding matters involving Bradesco Organization’s Officers
to be handled and remedied by the Board of Directors.
The
Department of Compliance, Conduct and Ethics is responsible for the management and annual review of the Bradesco Integrity Program. And,
also, it supports the Bradesco Organization’s Offices in the implementation of procedures and advises when warning signals are identified
in the business process, in order to comply with the prevention and fight against corruption and bribery, and the enhancement of the Bradesco
Integrity Program.
Any
cases of non-compliance, consummated or not, in respect of the Integrity Program, the Department of Compliance, Conduct and Ethics acts
directly and independently with those responsible for the immediate interruption and/or correction, reporting, in a timely manner to higher
levels up to the level of Board of Directors.
In the
execution of the assignments, it can use the support of other control areas, which include: Audit and General Inspectorate (AIGL), Legal
Department (DEJUR), Legal Advisory Services and Corporate Security, among others.
| |
150 – Reference Form – 2023 | |
| 5. Risk management policy and internal controls |
| |
The
document is published on the Bradesco’s Investor Relations website (www.bradescori.com.br > Corporate Governance > Compliance
and Ethics > Integrity Program).
| iii. | if the issuer has a code of ethics or of conduct formally approved, indicating: |
| · | if it applies to all officers, fiscal council members, board members and employees and also covers
third parties, such as suppliers, service providers, intermediary agents and associates |
The
applicability and comprehensiveness of the code of ethical conduct can be consulted in full in the Bradesco Reference Form.
The
Bradesco Organization has a Code of Ethical Conduct that applies to all managers and employees, interns, and apprentices of the Organization,
composed by the Banco Bradesco S.A. and its subsidiaries, in Brazil and Abroad, and extends to Associates who are providing services on
behalf of the Organization or for the Organization; in addition to other four Sector-based Codes of Ethical Conduct, which are:
| o | Professional from the Financial and Capital Market Areas; |
| o | Professional in Purchases; |
| o | Auditors and Internal Inspectors of the Bradesco Organization; and |
| o | Bradseg Participações S.A., its affiliates and subsidiaries. |
| · | the sanctions applicable in the event of violation of the code or other standards related to the subject
matter, identifying the document where these sanctions are provisioned |
The
sanctions applicable in the event of violation of the code or other standards related to the subject matter can be consulted in full on
the Bradesco Reference Form.
The
AIGL exercises the duty of examining, in the periodic audit and inspection assignments, the fulfillment of the ethical precepts contained
in the Code of Conduct, besides investigating reports received via the Corporate Whistleblowing Channel and fraud involving activities,
employees and associates of the Organization, in compliance with the current norms of discipline at work.
Every
quarter, in the ordinary meetings of the Integrity and Ethical Conduct Committee, the AIGL presents the consolidated report of the audit
and inspection assignments regarding ethical rupture, and the DRH and the Ombudsman report on the results obtained.
| · | body that approved the code, date of approval and, if the issuer publishes the code of conduct, locations
on the world wide web where the document can be consulted |
The
body that approved it, the date of approval and where to consult the code can be found in full in Bradesco Reference Form.
The
Codes of Conduct are approved by the Board of Directors and the last re-edition of the Code of Ethical Conduct of the Bradesco Organization
was approved on September 6, 2023.
The
Codes of Ethical Conduct, both Corporate and Sector-based, are available on the Bradesco’s Investor Relations website (www.bradescori.com.br).
| b) | if the issuer has a whistleblowing channel, indicating, if affirmative: |
| i. | if the whistleblowing channel is internal or whether it is controlled by third parties; |
The
whistleblowing channel is internal.
| ii. | if the channel is open to receive complaints from third parties or if it receives complaints only from
employees; |
The
whistleblowing channel is open to receive internal reports and also for third parties.
| |
151 – Reference Form – 2023 | |
| 5. Risk management policy and internal controls |
| |
| iii. | if there are mechanisms of anonymity and protection to whistleblowers in good faith; |
The
whistleblower is assured the right to formalize his/her complaint by identifying himself/herself, if he/she so wishes. Secrecy and confidentiality
of shared information must be preserved, in order to ensure that there are no acts or attempts of retaliation and revenge or persecution
to the whistleblower in good faith who chose to identify themselves. The same treatment should also be dispensed to anonymous whistleblowing.
For
the formalization of the complaints, the following can be used.
Electronic
form:
| o | Corporate Portal > Bradesco > Whistleblowing and Manifestation Channels); |
| o | Institutional Website > Customer Service > Complaint; |
| o | Bradesco’s Investor Relations (https://www.bradescori.com.br/en/) > Corporate Governance > Corporate Whistleblowing
Channels); |
Telephone:
| o | By the phone 0800 776 4820 (call center from Monday to Friday: from 8am to 6pm, except weekends and public
holidays). |
Manifestation
Boxes:
| o | Cidade de Deus: Located within the buildings of Cidade de Deus; or |
| o | Pirituba: Located next to the vending machines on the boulevard floor. |
In the
Bradesco Organization, all complaints investigated are carefully examined with independence, transparency, integrity and ethics, aiming
to ensure the adequate treatment and correcting any distortions identified.
The
treatment of complaints received via the Corporate Whistleblowing Channel relating to communication channels of the Bradesco Organization
or other means must be carried out in three phases: Evaluation, Examination and Reports/Reporting.
| iv. | the issuing body responsible for investigating complaints. |
The
Department of Compliance, Conduct and Ethics (DCCE) is the corporate manager of the Corporate Whistleblowing Channel,
available on the Corporate Portal, Bradesco’s Investor Relations website and by the phone 0800 776 4820 and Manifestation Boxes.
All of the manifestations received on this channel are previously analyzed and directed to the respective areas of management, which are
responsible for responding to the verification of the reports.
Every
quarter, in the ordinary meetings of the Integrity and Ethical Conduct Committee, the IGL presents the consolidated report of the audit
and inspection assignments regarding ethical rupture, and the DRH and Ombudsman report on the results obtained.
The
Integrity and Ethical Conduct Committee composed of members nominated by the Board of Directors of Bradesco, is the body responsible for
proposing actions as to the disclosure and fulfillment of the Codes of Ethical Conduct of the Bradesco Organization, both Corporate and
Sector-based, in order to ensure its efficiency and effectiveness.
| c) | number of confirmed cases in the last three (3) fiscal years of deviations, fraud, irregularities and
illicit acts committed against the public administration and corrective measures adopted |
There
are no deviations, frauds, irregularities and illicit acts committed against the public administration and corrective measures adopted
in the last three years.
| d) | if the issuer has no rules, policies, procedures or practices focused on prevention, detection and
remediation of deviations, fraud and illegal acts performed against the public administration, verify the reasons why the issuer did not
adopt controls in this regard |
Not
applicable.
| |
152 – Reference Form – 2023 | |
| 5. Risk management policy and internal controls |
| |
5.4 – In relation to the last fiscal year, there were significant changes in the key risks faced by the issuer or in the risk management
policy adopted, including any expectations of reducing or increasing the issuer's exposure to such risks.
The
Internal Controls area has been actively monitoring the internal controls environment and there have been no significant changes in the
main risks.
5.5
– Other relevant information
Corporate
Governance of the Organization counts on the participation of all of its hierarchical levels, which aim to optimize the performance of
the Company and to protect interested parties, as well as to facilitate access to capital, add value to the Organization and contribute
to its sustainability, mainly involving the aspects that focus on transparency, and equality of treatment and accountability. This framework
meets the guidelines established by the Board of Directors.
In this
context, the management of risks and capital is carried out by means of collective decision-making, supported by specific committees.
This process counts on the participation of all the layers that are encompassed by the scope of Corporate Governance, which comprises
Senior Management and the various areas of business, operations, products and services.
| |
153 – Reference Form – 2023 | |
| 6. Control and economic group |
| |
6. Control and economic group
6.1
/ 6.2 – Equity Position
Banco Bradesco |
|
|
|
|
Shareholder |
Cidade de Deus Cia Cial Participações |
CPF/CNPJ [Individual Person/Corporate Taxpayer's Registry] Shareholder |
Nationality - State |
Participates in a shareholders' agreement |
Controlling shareholder |
Last alteration |
Shareholder who lives abroad |
61.529.343/0001-32 |
Brazilian - SP |
No |
Yes |
4/22/2022 |
No |
Number of common shares (units) |
Common Shares % |
Number of preferred shares (units) |
Preferred Shares % |
Total number of shares (units) |
Total shares % |
2,445,219,983 |
45.87% |
1,292,135 |
0.02% |
2,446,512,118 |
22.99% |
Breakdown by classes of shares (units) |
Share Class |
Number of shares (units) |
Shares % |
|
|
|
Total |
0 |
0.00% |
|
|
|
Shareholder |
Fundação Bradesco |
CPF/CNPJ [Individual Person/Corporate Taxpayer's Registry] Shareholder |
Nationality - State |
Participates in a shareholders' agreement |
Controlling shareholder |
Last alteration |
Shareholder who lives abroad |
60.701.521/0001-06 |
Brazilian - SP |
No |
Yes |
10/6/2023 |
No |
Number of common shares (units) |
Common Shares % |
Number of preferred shares (units) |
Preferred Shares % |
Total number of shares (units) |
Total shares % |
914,471,634 |
17.16% |
3 |
0.00% |
914,471,637 |
8.59% |
Breakdown by classes of shares (units) |
Share Class |
Number of shares (units) |
Shares % |
|
|
|
Total |
0 |
0.00% |
|
|
|
Shareholder |
NCF Participações S.A. |
CPF/CNPJ [Individual Person/Corporate Taxpayer's Registry] Shareholder |
Nationality - State |
Participates in a shareholders' agreement |
Controlling shareholder |
Last alteration |
Shareholder who lives abroad |
04.233.319/0001-18 |
Brazilian - SP |
No |
Yes |
4/22/2022 |
No |
Number of common shares (units) |
Common Shares % |
Number of preferred shares (units) |
Preferred Shares % |
Total number of shares (units) |
Total shares % |
451,890,822 |
8.48% |
119,774,968 |
2.25% |
571,665,790 |
5.37% |
Breakdown by classes of shares (units) |
Share Class |
Number of shares (units) |
Shares % |
|
|
|
Total |
0 |
0.00% |
|
|
|
Shareholder |
Other |
Number of common shares (units) |
Common Shares % |
Number of preferred shares (units) |
Preferred Shares % |
Total number of shares (units) |
Total shares % |
1,501,924,042 |
28.18% |
5,175,884,941 |
97.45% |
6,677,808,983 |
62.75% |
Breakdown by classes of shares (units) |
Share Class |
Number of shares (units) |
Shares % |
|
|
|
Total |
0 |
0.00% |
|
|
|
Shareholder |
TREASURY SHARES - Date of the latest amendment: 05/08/2024 |
Number of common shares (units) |
Common Shares % |
Number of preferred shares (units) |
Preferred Shares % |
Total number of shares (units) |
Total shares % |
16,798,200 |
0.32% |
14,913,500 |
0.28% |
31,711,700 |
0.30% |
Total |
|
|
|
|
|
5,330,304,681 |
50.09% |
5,311,865,547 |
49.91% |
10,642,170,228 |
100.00% |
| |
154 – Reference Form – 2023 | |
| 6. Control and economic group |
| |
Cidade de Deus Cia Cial Participações |
Controlling Company/Investor |
|
|
CPF/CNPJ [Individual Person/Corporate Taxpayer's Registry] Shareholder |
Capital Stock Composition |
Cidade de Deus Cia Cial Participações |
|
|
61.529.343/0001-32 |
|
Shareholder |
Fundação Bradesco |
CPF/CNPJ [Individual Person/Corporate Taxpayer's Registry] Shareholder |
Nationality - State |
Participates in a shareholders' agreement |
Controlling shareholder |
Last alteration |
Shareholder who lives abroad |
60.701.521/0001-06 |
Brazilian - SP |
No |
Yes |
10/6/2023 |
No |
Number of common shares (units) |
Common Shares % |
Number of preferred shares (units) |
Preferred Shares % |
Total number of shares (units) |
Total shares % |
2,779,096,924 |
35.44% |
0 |
0.00% |
2,779,096,924 |
35.44% |
Breakdown by classes of shares (units) |
Share Class |
Number of shares (units) |
Shares % |
|
|
|
Total |
0 |
0.00% |
|
|
|
Shareholder |
Nova Cidade de Deus Participações S.A |
CPF/CNPJ [Individual Person/Corporate Taxpayer's Registry] Shareholder |
Nationality - State |
Participates in a shareholders' agreement |
Controlling shareholder |
Last alteration |
Shareholder who lives abroad |
04.866.462/0001-47 |
Brazilian - SP |
No |
Yes |
10/28/2020 |
No |
Number of common shares (units) |
Common Shares % |
Number of preferred shares (units) |
Preferred Shares % |
Total number of shares (units) |
Total shares % |
3,758,724,093 |
47.93% |
0 |
0.00% |
3,758,724,093 |
47.93% |
Breakdown by classes of shares (units) |
Share Class |
Number of shares (units) |
Shares % |
|
|
|
Total |
0 |
0.00% |
|
|
|
Shareholder |
Other |
Number of common shares (units) |
Common Shares % |
Number of preferred shares (units) |
Preferred Shares % |
Total number of shares (units) |
Total shares % |
1,304,138,507 |
16.63% |
0 |
0.00% |
1,304,138,507 |
16.63% |
Total |
|
|
|
|
|
7,841,959,524 |
100.00% |
0 |
0.00% |
7,841,959,524 |
100.00% |
| |
155 – Reference Form – 2023 | |
| 6. Control and economic group |
| |
NCF Participações S.A. |
Controlling Company/Investor |
|
|
CPF/CNPJ [Individual Person/Corporate Taxpayer's Registry] Shareholder |
Capital Stock Composition |
NCF Participações S.A. |
|
|
|
04.233.319/0001-18 |
|
Shareholder |
Cidade de Deus Cia Cial Participações |
CPF/CNPJ [Individual Person/Corporate Taxpayer's Registry] Shareholder |
Nationality - State |
Participates in a shareholders' agreement |
Controlling shareholder |
Last alteration |
Shareholder who lives abroad |
61.529.343/0001-32 |
Brazilian - SP |
No |
Yes |
12/21/2023 |
No |
Number of common shares (units) |
Common Shares % |
Number of preferred shares (units) |
Preferred Shares % |
Total number of shares (units) |
Total shares % |
1,367,843,225 |
74.72% |
0 |
0.00% |
1,367,843,225 |
39.51% |
Breakdown by classes of shares (units) |
Share Class |
Number of shares (units) |
Shares % |
|
|
|
Total |
0 |
0.00% |
|
|
|
Shareholder |
Fundação Bradesco |
CPF/CNPJ [Individual Person/Corporate Taxpayer's Registry] Shareholder |
Nationality - State |
Participates in a shareholders' agreement |
Controlling shareholder |
Last alteration |
Shareholder who lives abroad |
60.701.521/0001-06 |
Brazilian - SP |
No |
Yes |
12/21/2023 |
No |
Number of common shares (units) |
Common Shares % |
Number of preferred shares (units) |
Preferred Shares % |
Total number of shares (units) |
Total shares % |
460,004,645 |
25.13% |
1,631,492,454 |
100.00% |
2,091,497,099 |
60.41% |
Breakdown by classes of shares (units) |
Share Class |
Number of shares (units) |
Shares % |
|
|
|
Total |
0 |
0.00% |
|
|
|
Shareholder |
Nova Cidade de Deus Participações S.A. |
CPF/CNPJ [Individual Person/Corporate Taxpayer's Registry] Shareholder |
Nationality - State |
Participates in a shareholders' agreement |
Controlling shareholder |
Last alteration |
Shareholder who lives abroad |
04.866.462/0001-47 |
Brazilian - SP |
No |
Yes |
12/21/2023 |
No |
Number of common shares (units) |
Common Shares % |
Number of preferred shares (units) |
Preferred Shares % |
Total number of shares (units) |
Total shares % |
2,738,642 |
0.15% |
0 |
0.00% |
2,738,642 |
0.08% |
Breakdown by classes of shares (units) |
Share Class |
Number of shares (units) |
Shares % |
|
|
|
Total |
0 |
0.00% |
|
|
|
Total |
|
|
|
|
|
1,830,586,512 |
52.88% |
1,631,492,454 |
47.12% |
3,462,078,966 |
100.00% |
| |
156 – Reference Form – 2023 | |
| 6. Control and economic group |
| |
Nova Cidade de Deus Participações S.A |
Controlling Company/Investor |
|
|
CPF/CNPJ [Individual Person/Corporate Taxpayer's Registry] Shareholder |
Capital Stock Composition |
Nova Cidade de Deus Participações S.A |
|
|
04.866.462/0001-47 |
|
Shareholder |
BBD Participações S.A |
CPF/CNPJ [Individual Person/Corporate Taxpayer's Registry] Shareholder |
Nationality - State |
Participates in a shareholders' agreement |
Controlling shareholder |
Last alteration |
Shareholder who lives abroad |
07.838.611/0001-52 |
Brazilian - SP |
No |
Yes |
12/30/2019 |
No |
Number of common shares (units) |
Common Shares % |
Number of preferred shares (units) |
Preferred Shares % |
Total number of shares (units) |
Total shares % |
189,425,112 |
53.70% |
0 |
0.00% |
189,425,112 |
26.07% |
Breakdown by classes of shares (units) |
Share Class |
Number of shares (units) |
Shares % |
|
|
|
Total |
0 |
0.00% |
|
|
|
Shareholder |
Fundação Bradesco |
CPF/CNPJ [Individual Person/Corporate Taxpayer's Registry] Shareholder |
Nationality - State |
Participates in a shareholders' agreement |
Controlling shareholder |
Last alteration |
Shareholder who lives abroad |
60.701.521/0001-06 |
Brazilian - SP |
No |
Yes |
12/30/2019 |
No |
Number of common shares (units) |
Common Shares % |
Number of preferred shares (units) |
Preferred Shares % |
Total number of shares (units) |
Total shares % |
163,332,621 |
46.30% |
373,794,914 |
100.00% |
537,127,535 |
73.93% |
Breakdown by classes of shares (units) |
Share Class |
Number of shares (units) |
Shares % |
|
|
|
Total |
0 |
0.00% |
|
|
|
Total |
|
|
|
|
|
352,757,733 |
48.55% |
373,794,914 |
51.45% |
726,552,647 |
100.00% |
BBD Participações S.A |
|
|
|
|
Controlling Company/Investor |
|
|
CPF/CNPJ [Individual Person/Corporate Taxpayer's Registry] Shareholder |
Capital Stock Composition |
BBD Participações S.A |
|
|
|
07.838.611/0001-52 |
|
Shareholder |
Treasury shares |
|
|
|
|
|
CPF/CNPJ [Individual Person/Corporate Taxpayer's Registry] Shareholder |
Nationality - State |
Participates in a shareholders' agreement |
Controlling shareholder |
Last alteration |
Shareholder who lives abroad |
|
|
|
|
5/10/2024 |
|
Number of common shares (units) |
Common Shares % |
Number of preferred shares (units) |
Preferred Shares % |
Total number of shares (units) |
Total shares % |
45,919,796 |
20.71% |
20,722,561 |
9.35% |
66,642,357 |
15.03% |
Breakdown by classes of shares (units) |
Share Class |
Number of shares (units) |
Shares % |
|
|
|
Total |
0 |
0.00% |
|
|
|
Shareholder |
NCD Participações Ltda |
CPF/CNPJ [Individual Person/Corporate Taxpayer's Registry] Shareholder |
Nationality - State |
Participates in a shareholders' agreement |
Controlling shareholder |
Last alteration |
Shareholder who lives abroad |
48.594.139/0001-37 |
Brazilian - SP |
No |
No |
11/7/2023 |
No |
Number of common shares (units) |
Common Shares % |
Number of preferred shares (units) |
Preferred Shares % |
Total number of shares (units) |
Total shares % |
67,114,094 |
30.27% |
141,898,399 |
64.05% |
209,012,493 |
47.15% |
Breakdown by classes of shares (units) |
Share Class |
Number of shares (units) |
Shares % |
|
|
|
Total |
0 |
0.00% |
|
|
|
Shareholder |
Other |
Number of common shares (units) |
Common Shares % |
Number of preferred shares (units) |
Preferred Shares % |
Total number of shares (units) |
Total shares % |
108,710,981 |
49.03% |
58,939,266 |
26.60% |
167,650,247 |
37.82% |
Total |
|
|
|
|
|
221,744,871 |
50.02% |
221,560,226 |
49.98% |
443,305,097 |
100.00% |
| |
157 – Reference Form – 2023 | |
| 6. Control and economic group |
| |
NCD Participações Ltda |
|
|
|
|
Controlling Company/Investor |
|
|
CPF/CNPJ [Individual Person/Corporate Taxpayer's Registry] Shareholder |
Capital Stock Composition |
NCD Participações Ltda |
|
|
|
48.594.139/0001-37 |
|
Shareholder |
Fundação Bradesco |
|
|
|
|
|
CPF/CNPJ [Individual Person/Corporate Taxpayer's Registry] Shareholder |
Nationality - State |
Participates in a shareholders' agreement |
Controlling shareholder |
Last alteration |
Shareholder who lives abroad |
60.701.521/0001-06 |
Brazilian - SP |
No |
Yes |
9/20/2023 |
No |
Number of common shares (units) |
Common Shares % |
Number of preferred shares (units) |
Preferred Shares % |
Total number of shares (units) |
Total shares % |
2,793,303,109 |
99.9999% |
0 |
0.0000% |
2,793,303,109 |
99.9999% |
Shareholder |
Other |
Number of common shares (units) |
Common Shares % |
Number of preferred shares (units) |
Preferred Shares % |
Total number of shares (units) |
Total shares % |
1 |
0.0001% |
0 |
0.0000% |
1 |
0.0001% |
Breakdown by classes of shares (units) |
Share Class |
Number of shares (units) |
Shares % |
|
|
|
Total |
0 |
0.00% |
|
|
|
Total |
|
|
|
|
|
2,793,303,110 |
100.00% |
0 |
0.00% |
2,793,303,110 |
100.00% |
6.3
– Capital Distribution
Date of last meeting/Date of the last alteration |
5/10/2024 |
Number of Individual shareholders (units) |
857,954 |
Number of Corporate shareholders (units) |
34,538 |
Number of Institutional investors (units) |
1,109 |
Outstanding
shares
Outstanding
shares corresponding to all of the issuer’s shares, except for those that were held by the controlling shareholder, of persons related
to them, managers of the issuer and the shares that were held in treasury.
Number of Common Shares (units) |
1,484,426,957 |
27.849% |
Number of Preferred Shares (units) |
5,129,958,973 |
96.575% |
Total |
6,614,385,930 |
62.153% |
| |
158 – Reference Form – 2023 | |
| 6. Control and economic group |
| |
6.4 – companies in which the issuer has participation and that are relevant to the development of its activities
Corporate name |
CNPJ (Corporate Taxpayer’s Registry) |
Issuer participation (%) |
Banco Bradesco BBI S.A. |
06.271.464/0001-19 |
100% |
Banco Bradesco Financiamentos S.A. |
07.207.996/0001-50 |
100% |
Bradesco Administradora de Consórcios Ltda. |
52.568.821/0001-22 |
100% |
Bradesco Leasing S.A. - Arrendamento Mercantil |
47.509.120/0001-82 |
100% |
Ágora Corretora de Títulos e Valores Mobiliários S.A. |
74.014.747/0001-35 |
100% |
Bradseg Participações S.A. |
02.863.655/0001-19 |
100% |
6.5
– Organization chart of shareholders and economic group
The
following chart shows our stock ownership structure in May 2024:
Note:
Holdings were calculated based on total capital, including shares in treasury.
a)
Direct and indirect controllers
In May
2024, our share capital consisted of 5,330,304,681 common shares and 5,311,865,547
preferred shares, with no par value.
| |
159 – Reference Form – 2023 | |
| 6. Control and economic group |
| |
For
a better visualization of companies that integrate the Economic Group, check the organizational chart, which is represented above.
Cidade
de Deus Companhia Comercial de Participações S.A.
The
Cidade de Deus Companhia Comercial de Participações S.A. (“Cidade de Deus”) is a holding company that in May
2024 held 25.11% of our total shares, with 22.99% in direct ownership and 2.12% in indirect ownership. Regarding our common shares (voting
capital), Cidade de Deus had a 45.87% ownership.
Nova
Cidade de Deus Participações S.A.
The
Nova Cidade de Deus Participações S.A. (“Nova Cidade de Deus”) is a holding company that, in May 2024, held
a 12.04% indirect interest in our total capital.
The
share capital of Nova Cidade de Deus is divided into common shares (Class A and B) and preferred shares. Ownership of Class A common shares
is exclusive to individuals who have the right to hold Class B shares, as well as private civil associations and foundations whose management
is under the responsibility of these individuals or managers appointed by them. The ownership of Class B common shares is limited to:
| · | Members of our Board of Executive Officers; |
| · | Former members of our Board of Executive Officers who have become members of the Board of Directors of
Banco Bradesco or its controlled companies; |
| · | Commercial or civil society whose shares or quotas, with voting rights, are mostly owned by the aforementioned
individuals. |
Currently,
there are no individuals who own Class A or Class B common shares of Nova Cidade de Deus.
Fundação
Bradesco
Fundação
Bradesco is a non-profit institution supervised by the Public Ministry, whose main social objective is to promote social inclusion through
education. In May 2024, Fundação Bradesco held a total of 31.12% ownership in our capital, with 8.59% in direct ownership
and 22.53% in indirect ownership. Regarding our common shares (voting capital), Fundação Bradesco owned 17.16%.
The
management of Fundação Bradesco is carried out by a group called Managing Board, composed of members of the Board of Directors,
members of the Board of Executive Officers, Departmental Officers who have worked in the Bradesco Group for over 10 years, and members
of the Board of Directors and Officers of Cidade de Deus Participações, without the right to remuneration.
BBD
BBD
Participações S.A. ("BBD Participações") is a holding company that, in May 2024, held a 3.14% indirect
ownership in our total capital.
Members
of the Board of Directors and Statutory Board of Executive Officers, as well as some qualified employees of Banco Bradesco and its subsidiaries,
including Bradespar, can hold shares of BBD Participações. Non-profit domestic legal entities or national companies controlled
by them, whose managers are exclusively employees and/or managers of the Bradesco Organization, can also hold shares. However, only members
of the Board of Directors and Statutory Board of Executive Officers have voting rights.
NCF
NCF
Participações is a holding company that, in May 2024, held a 5.37% direct ownership in our total capital and 8.48% of our
common shares (voting capital).
| |
160 – Reference Form – 2023 | |
| 6. Control and economic group |
| |
b)
Related parties and subsidiaries
Main
Companies, with direct and indirect participation, included in the consolidated financial statements:
|
Activity |
Shareholding interest |
2023 |
2022 |
Financial Sector – Brazil |
|
|
|
Ágora Corretora de Títulos e Valores Mobiliários S.A. |
Brokerage |
100.00% |
100.00% |
Banco Bradescard S.A. |
Cards |
100.00% |
100.00% |
Banco Bradesco BBI S.A. |
Investment bank |
100.00% |
100.00% |
Banco Bradesco BERJ S.A. |
Banking |
100.00% |
100.00% |
Banco Bradesco Financiamentos S.A. |
Banking |
100.00% |
100.00% |
Banco Losango S.A. Banco Múltiplo |
Banking |
100.00% |
100.00% |
Bradesco Administradora de Consórcios Ltda. |
Consortium management |
100.00% |
100.00% |
Bradesco Leasing S.A. Arrendamento Mercantil |
Leases |
100.00% |
100.00% |
Bradesco-Kirton Corretora de Câmbio S.A. |
Exchange Broker |
99.97% |
99.97% |
Bradesco S.A. Corretora de Títulos e Valores Mobiliários |
Brokerage |
100.00% |
100.00% |
Bradesco Asset Management S.A. DTVM(1) |
Asset management |
100.00% |
100.00% |
Kirton Bank S.A. Banco Múltiplo |
Banking |
100.00% |
100.00% |
Banco Digio S.A |
Digital Banking |
100.00% |
100.00% |
Tivio Capital Distribuidora
de Títulos e Valores
Mobiliários
S.A. (2) |
Asset management |
51.00% |
- |
Tempo Serviços Ltda. |
Services |
100.00% |
100.00% |
|
|
|
|
Financial Sector – Overseas |
|
|
|
Banco Bradesco Europa S.A. (3) |
Banking |
100.00% |
100.00% |
Banco Bradesco S.A. Grand Cayman Branch (3) (4) |
Banking |
100.00% |
100.00% |
Banco Bradesco S.A. New York Branch (3) |
Banking |
100.00% |
100.00% |
Bradesco Securities, Inc. (3) |
Brokerage |
100.00% |
100.00% |
Bradesco Securities, UK. Limited (3) |
Brokerage |
100.00% |
100.00% |
Bradesco Securities, Hong Kong Limited (3) |
Brokerage |
100.00% |
100.00% |
Cidade Capital Markets Ltd. (3) |
Banking |
100.00% |
100.00% |
Bradescard México, sociedad de Responsabilidad Limitada (5) |
Cards |
100.00% |
100.00% |
Bradesco Bank (6) (7) |
Banking |
100.00% |
100.00% |
Insurance, Pension Plan and Capitalization Bond Sector - In Brazil |
|
|
|
Bradesco Auto/RE Companhia de Seguros |
Insurance |
100.00% |
100.00% |
Bradesco Capitalização S.A. |
Capitalization bonds |
100.00% |
100.00% |
Bradesco Saúde S.A. |
Insurance/health |
100.00% |
100.00% |
Bradesco Seguros S.A. |
Insurance |
99.96% |
99.96% |
Bradesco Vida e Previdência S.A. |
Pension plan/Insurance |
100.00% |
100.00% |
Odontoprev S.A. (8) (9) |
Dental Care |
52.89% |
51.40% |
Insurance – Overseas |
|
|
|
Bradesco Argentina de Seguros S.A. (3) (8) |
Insurance |
99.98% |
99.98% |
| |
161 – Reference Form – 2023 | |
| 6. Control and economic group |
| |
|
Activity |
Shareholding interest |
2023 |
2022 |
Other Activities - Brazil |
|
|
|
Andorra Holdings S.A. |
Holding |
100.00% |
100.00% |
Bradseg Participações S.A. |
Holding |
100.00% |
100.00% |
Bradesco Corretora de Seguros Ltda. |
Insurance Brokerage |
100.00% |
100.00% |
BSP Empreendimentos Imobiliários S.A. |
Real estate |
100.00% |
100.00% |
Cia. Securitizadora de Créditos Financeiros Rubi |
Credit acquisition |
100.00% |
100.00% |
Nova Paiol Participações Ltda. |
Holding |
100.00% |
100.00% |
Other Activities - Overseas |
|
|
|
Bradesco North America LLC (3) (10) |
Services |
- |
100.00% |
(1) On March
11, 2024, the merger with Banco Bradesco was approved; (2) In February 2023, company acquired (indirect participation). New denomination
of BV DVM S.A. from December 2023; (3) The functional currency of these companies abroad is the Real; (4) The special purpose entity International
Diversified Payment Rights Company is being consolidated. The company is part of a structure set up for the securitization of the future
flow of payment orders received overseas; (5) The functional currency of this company is the Mexican Peso; (6) The functional currency
of this company is the Dollar; (7) New denomination of Bradesco Bac Florida Bank; (8) Accounting information used with date lag of up
to 60 days; (9) Increase in the percentage of participation related to the Treasury Stock Split/Cancellation occurred in April 2022; and
(10) Company closed in October 2023.
| c) | Issuer’s holdings in the group of companies |
Banco
Bradesco holdings in the group of companies are listed in item 6.5.b.
| d) | Holdings of the group of companies in the issuer |
There
are no interests in companies of the Economic Group, in Bradesco, that are not the direct and indirect controllers.
| e) | Companies under common control |
Bradesco
is a company that has the same groups of controlling shareholders as Bradespar S.A.
6.6
– Other relevant information
Item
6.1
Information
about the controlling companies:
| § | Fundação Bradesco: because it is a Foundation, it does not have shareholders
to be identified. Bradesco’s Management (Board of Executive Officers and Board of Directors) compose the Managing Board of Fundação
Bradesco, maximum Deliberative Body of that Entity; and |
| § | BBD: the other shareholders of BBD, holders of 37.82%
of its total capital, are pulverized and do not individually hold a sufficient shareholding interest to be indicated in item 6.1. |
| |
162 – Reference Form – 2023 | |
| 7. Shareholders’ meeting and management |
| |
7. Shareholders’ meeting and management
7.1
– Describe the main characteristics of the issuing authority's management bodies and fiscal council, identifying:
a)
main characteristics of the policies for indicating and filling positions, if any, and, if the issuer discloses it, places on the worldwide
network of computers in which the document can be consulted
The
Board of Directors approved in 2017 the Policy of Nomination and Succession of Directors of the Bradesco Organization. This Policy guides
the process of appointing administrators, which comprises both members of the Board of Directors and the Board, at its various hierarchical
levels.
It states
that both the availability of time and aspects of diversity, such as gender, ethnicity, color, age, marital status, sexual orientation,
religious choice, physical condition or socioeconomic class, in addition to diversity of experience and technical and behavioral competences,
should be respected in the process of appointing candidates for possible vacancies in the Board of Directors and the Board of Executive
Officers.
This
whole process of appointing uses criteria of meritocracy, in addition to the aspects already mentioned. In this way, even any Executive
Officer has the possibility of being elected to compose the Board of Directors.
The
Policy of Nomination and Succession is publicly available on Bradesco IR (Corporate Governance – Bylaws, Policies, Standards and
Compensation Agreement).
b)
if there are performance evaluation mechanisms, informing, in a positive case:
i.
the periodicity of the evaluations and its scope
Members
of the Board of Directors
The
annual evaluation of the Board of Directors, as a Collegiate Body, and of its members on an individual basis, has been taking place since
2006, the year in which the attributes for conducting the assessment, by the Chairman of the Body, were established and formalized.
In 2020,
the process was modified and research was sent to each of its members for their self-evaluation, evaluation of its peers and of the Body
itself. The result of the evaluation of the Body as collegiate was disclosed to the entire Board, in an Executive Session in January 2021.
Since
2021, aiming at the continuous improvement of good governance practices, the annual evaluation process of the Board of Directors, both
individually from its members and from the collegiate, has been conducted by an independent company, which, based on questionnaires and
individual interviews with Managers and Committee members subordinate to the Board of Directors, published, in December 2021, the final
result of the evaluation of the Board as Collegiate Body, a process that continued throughout 2022, regarding the prioritization of key
development themes: succession, dynamics and governance.
In August
2023, the same consulting company carried out a new evaluation process of the Board of Directors as well as the Board of Executive Officers,
and in October, the result was presented to the members.
As for
the individual evaluation, the consulting company consolidates the information collected from each Board member, individually, with the
information assigned by the other members, in a strictly confidential nature, of that evaluated member. At the end of the process, each
Board member receives only their final assessment in order to ensure the effectiveness of the research, but the Chairman of the Board
of Directors becomes aware of all individual assessments and conducts the Feedback process when necessary.
The
evaluation, therefore, makes it possible to identify the Body’s strengths, of the points for improvement, as well as the actions
to be implemented, in order to, among other things, provide feedback and submit the names of the candidates for possible re-election.
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Members
of the Committees
Bradesco’s
Committees which report to the Board of Directors are evaluated on the basis of the fulfillment of their tasks, which are established
in the respective Charters. During the year, there were some assessments of controls at entity level, which were used to monitor and detect
relevant deviations or relevant errors and materials in the processes. In these assessments, the internal controls help to ensure that
the guidelines are being executed.
The
interaction between the Committees and the Board of Directors is intense in Bradesco. The number of committee sessions, as well as meetings
with the Board and with different departments, denotes the good relationship between these bodies and the Board, as well as the Senior
Management’s support for the development of the activities. Moreover, the presence of the Board of Directors and Board of Executive
Officers members within the Committees further facilitates the relationship between the bodies, as well as their functioning.
Annually,
the Audit Committee formalizes the Self-Assessment of its members and approves the instruments with the Coordination. It contemplates
the aspects related to the technical knowledge and performance of the Committee Members on the various relevant issues and Areas of the
Bradesco Organization, namely:
| · | Financial and Accounting Statements; |
| · | Loan Operations, Treasury / Investment Funds (Capital Market) and Insurance; |
| · | Use of Cloud, Digital Bank, Fintechs and Bigtechs, Blockchain, Artificial Intelligence (AI), Bigdata,
Open Finance, General Data Protection Law (LGPD) and Cyber Security; |
| · | Risk Management and Internal Controls; |
| · | Compliance, Conduct and Ethics; and |
| · | Technical evaluation of Audits – Independent and Internal (scope, coverage and results). |
Members
of the Board of Executive Officers
The
evaluation of the CEO is carried out by external consultancy, as with the Board of Directors.
The
Chief Executive Officer, Vice-President Officers and Executive Officers evaluate their directors. The
Board of Executive Officers (Vice-Presidents and Executive Officers) and the other officers, are classified under the heading “Officers”
(below).
Every
three months, the other Officers are evaluated and the result of this evaluation is also used for the eventual receipt of variable compensation.
The Nomination and Succession Policy of the Bradesco Organization establishes that both the availability of time and aspects of diversity,
such as gender, race, ethnicity and age group, as well as diversity of experience and technical and behavioral competencies, are respected
in the process of nomination of possible candidates for vacancies on the Board of Directors. This process occurs by meritocracy. Thus,
any Executive Officer, apart from the aspects mentioned above, has the possibility of being elected to compose the Board of Directors.
Officers
The
individual performance of the Management, as well as that of their corresponding areas, is accompanied by their respective superiors regarding
the process of formal evaluation, following the requisites of Resolution No. 3,921/10.
For
the formal evaluation process, specific indicators are defined for the evaluation of the areas and for individual evaluation, according
to the functions of the Management, considering the business-oriented areas, control areas and other support areas.
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For
the evaluation of the areas, at least the following groups of indicators and/or concepts are considered:
| a) | actions of the main activity: are criteria that suggest the goals and
objectives of the main activities of the area; |
| b) | actions geared to operating efficiency: are
indicators that measure the operating efficiency, in order to maximize their results with a minimum use of resources |
| c) | actions directed to customer service: are corporate indicators that measure the
exposure to risk and the internal controls, which are properly monitored by the responsible Area (Integrated Risk Control); |
| d) | actions focused on client service: these are criteria that evaluate the results/levels
of satisfaction of internal and/or external clients; and |
| e) | actions focused on socio-environmental aspects: are indicators that evaluate the
level of adherence with the Corporate Sustainability Strategy, in conducting the objectives of the area, considering ESG (Environmental,
including Climate change, Social and Governance) and performance in the main Sustainability Indexes and Ratings. |
For
individual evaluation, at least the following concepts are considered:
| a) | quality of products/services: aims to evaluate the quality standards of products/services
offered/provided according to the area of the evaluated Manager; |
| b) | commitment to the strategy: aims to assess whether its performance reflected positively
with relevant contributions to Strategic Planning in the period; |
| c) | participation in board decisions: aims to evaluate the active participation in
meetings and committees convened, with positions that contributed to the decisions submitted; |
| d) | team leadership: evaluates the team management process; |
| e) | planning: evaluates the capacity to plan the performance of his area in the medium
and long term |
| f) | overview: it mainly evaluates the view of the Managers on future trends to meet
market demands; and |
| g) | it applies to the Board of Directors and its respective members, if applicable,
to the indicators listed above. |
The
performance assessments of the Management of the internal control and risk management areas should be based on the achievement of the
objectives of their own roles and not specifically on the overall performance of the Organization. These are considered areas of internal
control and risks within the Organization, Integrated Risk Control and Audit and General Inspectorate – AIGL, as well as the related
areas of the other companies of the Organization.
ii.
methodology adopted and the main criteria used in the evaluations
The methodology
used took assessments into account factors, such as: experience, diversity of skills, leadership and communication styles among the directors,
structuring, agenda, number of meetings, time spent on topics discussed in meetings, flow of information and tools used, quality of discussions
and how decisions are made.
iii.
whether external consulting or advisory services have been contracted
For the
evaluation of the CEO and the Board of Directors, both of the Body, as an entity, and of the members of the Board individually, Bradesco
hired the services of a specialized external consultancy, which elaborated the result of the evaluation through questionnaires and individual
interviews with Management and members of Committees subordinated to the Board of Directors.
c)
rules for the identification and administration of conflicts of interest
Among
the corporate documents that dictate the governance rules in the Bradesco Organization, three clearly express the guidelines to be followed
in case of conflicts of interest:
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·
the Code of Ethical Conduct, which establishes that in view of any conflict of interest, the manager,
employee or stakeholder must promptly inform the fact to his/her superior and peer(s) involved and not engage, even physically, in discussions
and deliberations on the referred theme; In the event of conflict during the time of the discussion or deliberation in the administrative
or supervisory bodies, the removal of the conflicted person should be recorded in the minutes of the meeting of the respective body. If
the conflicted person does not manifest himself/herself, another person can do it, if they are aware of the conflict.
·
both the Charter of the Board of Directors and that of the Board of Executive Officers deal with
the theme, in the context of the Body, stating that the Managers must intervene in any corporate operation in which they have a conflicting
interest with that of the Company or with any company of the Bradesco Organization and deliberate in the presence of any conflict of interest,
being incumbent upon them to report their impediment and withdraw, even physically, from discussions and deliberations in relation to
the specific theme, recording the withdrawal in the minutes.
d)
per body:
Total number of members, grouped by self-declared gender identity |
Administrative body |
Female |
Male |
Non-binary |
Others |
Prefer not to answer |
Board of Executive Officers and Department Board |
13 |
112 |
0 |
0 |
0 |
Board of Directors – Regular Members |
2 |
9 |
0 |
0 |
0 |
Board of Directors – Alternate Members |
0 |
0 |
0 |
0 |
0 |
Fiscal Council – Regular Members |
2 |
3 |
0 |
0 |
0 |
Fiscal Council – Alternate Members |
0 |
4 |
0 |
0 |
0 |
TOTAL NUMBER OF MEMBERS |
17 |
128 |
0 |
0 |
0 |
Total number of members, grouped by self-declared color or race identity |
Administrative body |
Asian |
White |
Black |
Brown |
Indigenous |
Others |
Prefer not to answer |
Board of Executive Officers and Department Board |
2 |
105 |
0 |
5 |
0 |
|
13 |
Board of Directors – Regular Members |
1 |
4 |
0 |
0 |
0 |
|
6 |
Board of Directors – Alternate Members |
0 |
0 |
0 |
0 |
0 |
|
0 |
Fiscal Council – Regular Members |
0 |
4 |
0 |
0 |
0 |
|
1 |
Fiscal Council – Alternate Members |
0 |
4 |
0 |
0 |
0 |
|
0 |
TOTAL NUMBER OF MEMBERS |
3 |
117 |
0 |
5 |
0 |
|
20 |
e)
if any, specific objectives that the issuer has regarding the diversity of gender, color or race or other attributes among the members
of its management bodies and its fiscal council
None.
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f)
role of management bodies in the assessment, management and supervision of climate-related risks and opportunities
The
climate strategy is supervised by the Board of Executive Officers and the Board of Directors through Committees and Commissions that discuss
the Sustainability and Risk Strategy of the Bradesco Organization.
The
Board of Directors is responsible for the approval of PRSAC - Social, Environmental and Climate Responsibility and has the Sustainability
and Diversity Committee that aims to advise and report on the evolution and implementation of the sustainability strategy, including the
establishment of corporate guidelines and actions and reconciling economic development issues with social, environmental and climate responsibility
issues.
We also
have a Sustainability Committee, composed of executive officers and officers of areas, with the aim of proposing strategies and solutions
that promote the application of the best practices of sustainability to the activities and business of the Organization.
Climate
Change is part of the scope of action of the Sustainability and Integrated Risk Control Departments that act in the translation of opportunities
and risks, supporting governance and business integration.
From
the perspective of risk, the management structure is composed of forums and departments that subsidize the Board of Directors, the Chief
Executive Officer, the Chief Risk Officer (CRO) and the Board of Executive Officers of the Organization in the exercise of their duties.
We highlight
the Risk Committee, which aims to evaluate the degree of adherence of the processes of the risk management structure to the established
policies and propose recommendations to the Board, in addition to overseeing the actions and performance of the Chief Risk Officer (CRO)
and the observance, by the Board of Executive Officers of the Organization, of the terms of the Risk Appetite Statement (RAS).
We also
count on the Integrated Risk Management and Capital Allocation Committee (COGIRAC), composed of executive officers, the CEO and the CRO,
which aims to ensure compliance with all risk and capital management policies, follow up the risk profile, performance, the need for capital
and sufficiency, exposures, limits and risk controls and evaluate the effectiveness and compliance of the Internal Controls System.
7.2
– In relation specifically to the board of directors
a)
permanent bodies and committees that report to the board of directors
Bradesco’s
administrative structure has a Board of Directors, a Statutory Board of Executive Officers and seven Committees that advise the Board
of Directors in establishing the corporate strategy and policies. They are the Remuneration and Audit Committees, which are statutory,
and those of Integrity and Ethical Conduct, Risks, Nomination and Succession, Sustainability and Diversity and Strategic, which are not
statutory.
Audit
Committee:
Pursuant
to our Bylaws and to Central Bank of Brazil regulations since April 2004, we established the Audit Committee, comprised of three to five
members, one of which is appointed coordinator, all of them appointed and subject to replacement by the Board of Directors. Appointments
to our Audit Committee are for a term of two years, and they may be re-elected, limited to a maximum period of up to five (5) years. Previous
members of the Audit Committee can only rejoin the body after a minimum period of three (3) years from the end of their last allowed reappointment.
Up to one-third of the members of the Audit Committee may be reappointed with respect to the maximum term of up to ten (10) consecutive
years.
At least
one of the members of the Audit Committee must have proven knowledge in the area of accounting that qualify it for the role and at least
one of the members of the Audit Committee must be a member of the Board of Directors that does not participate in the Board of
Executive Officers.
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The
member of the Audit Committee may be dismissed by the Board of Directors at any time during the term of their term of office, in cases
of conflict of interest, non-compliance with the obligations inherent to their position or if they perform below the expected performance
of the Organization.
The
Audit Committee is responsible for recommending and advising the Board of Directors in its tasks related to the monitoring of the accounting
practices adopted in the preparation of the financial statements of the Company and its subsidiaries, for the indication and assessment
of the activities of independent auditing, as well as the monitoring of the Internal Audit.
The
attributions and other details about the Committee are available on the IR website of Banco Bradesco (Corporate Governance – Committees
- Audit).
Remuneration
Committee
The
Remuneration Committee is responsible for advising the Board of Directors in conducting the remuneration policy for the Managers, in accordance
with the internal policies and regulations governing the matter, as well as applicable regulations and legislation.
This
Committee may also, at the request of the Board of Directors, where appropriate, evaluate and propose the remuneration of members of other
statutory bodies as well as hire specialized professional services, when it deems it convenient.
The
responsibilities of the Committee are available on the Investor Relations (IR) website of Banco Bradesco (Corporate
Governance – Committees - Remuneration).
Risk
Committee
The
purpose of this Committee is to advise the Board of Directors of Banco Bradesco S.A. in the performance of its attributions related to
risk and capital management.
Risk
and capital management, in turn, is carried out through collegiate body decisions, relying on specific committees. This process counts
on the participation of all layers covered by the scope of Corporate Governance, which includes from Senior Management to the various
areas of business, operational, products and services, such as the Audit Committee, the Integrity and Ethical Conduct Committee, the Internal
Audit and several executive committees, in addition to the Risk Committee.
The
responsibilities of the Committee are available on the Investor Relations (IR) website of Banco Bradesco (Corporate
Governance – Committees - Risk).
b)how
the board of directors evaluates the work of the independent audit, indicating whether the issuer has a policy of hiring extra audit services
with the independent auditor and, if the issuer publishes the policy, locations on the worldwide network of computers where the document
can be consulted
The
Bank’s independent audit reports to the Board of Directors, by means of the Statutory Audit Committee of the Bradesco Organization.
The
Audit Committee is the body responsible for recommending to the Board of Directors the entities to be contracted for the rendering of
independent audit services to examine the financial statements, in addition to their salaries and replacements, as well
as for the Actuarial Audit services, in the case of the Grupo Bradesco Seguros, in addition to its remuneration and substitutions.
In the
assessment of the effectiveness of the independent audit, the Audit Committee should, also, analyze, previously, the hiring of the independent
auditor for the provision of other services that are not the audit of the financial statements, ensuring their independence and the observation
of the legislation in force and Standards of the Profession, reporting to the Board of Directors, at least semiannually. This assignment
of the Committee is formalized in its Rules of Procedure which was approved by the Board of Directors and is publicly available on the
Investor Relations website (Corporate Governance – Committees – Audit).
Regarding
the relationship of the independent audit with the Audit Committee, The Committee meets with the independent
auditing firm to discuss the planning of the work for the period, and throughout the fiscal year, the auditing firm presents its achievements
and key findings to the Committee. Reporting to the Board
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| |
of Directors is done
by both the independent auditors and the Committee through meetings held during the fiscal year.
The
company has a policy for hiring independent audit services, approved by the board of directors, which establishes an effective process
for hiring this type of service, aligned with the applicable laws and regulations. In addition, it guarantees the independence and objectivity
necessary for the performance of Independent Audit activities. The policy is disclosed on the Bradesco Investor Relations website (Corporate
Governance – Bylaws, Policies, Rules and Indemnity Agreement).
c)
if applicable, channels established so that critical issues related to ESG and compliance issues and practices are made aware to the Board
of Directors
The
forum used for themes and practices related to the Sustainability Strategy, including ESG issues, is the Sustainability and Diversity
Committee, composed of members of the Board of Directors and Executive Officers, including the Chief Executive Officer.
The
Committee aims to advise and report on the evolution and implementation of the sustainability strategy, including the establishment of
corporate guidelines and actions and reconciling economic development issues with social, environmental and climate responsibility issues.
It is
worth mentioning that Sustainability is also guided in ordinary meetings of the board of directors, whenever necessary and respecting
the by-laws.
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7.3 – For each of the directors and members of the issuer's fiscal council, indicate in a table form:
| ü | MEMBERS OF THE BOARD OF DIRECTORS: |
Term
of office: two (2) years, extending to the assumption of office of the new Directors who will be elected at the Annual Shareholders’
Meeting that is to be held in the year 2026.
Elected
by the controller: Yes
Independent
Members: The members of the Board of Directors, Mr. Samuel Monteiro dos Santos Junior, Mr. Paulo Roberto Simões da Cunha, Mr.
Walter Luis Bernardes Albertoni and Ms. Denise Pauli Pavarina, are independent members elected by the controller and made a statement
attesting their placements regarding the criteria of independence established in CVM Resolution No. 168/2022.
Description
of any of the following events that have occurred during the last 5 years:
| ii. | conviction in administrative proceedings of the CVM, of the Central Bank of Brazil or the Superintendence
of Private Insurance, and the penalties applied; |
| iii. | conviction judged in a court of last resort, in the judicial sphere or object of administrative final
decision, that has suspended or disabled it for the practice of any professional or commercial activity. |
None of
the members of the Board of Directors is involved in the convictions contained in items i, ii and iii above.
LUIZ
CARLOS TRABUCO CAPPI
data of birth: |
10.6.1951 |
profession: |
Banking Professional |
CPF No. (Tax ID) or Passport No.: |
250.319.028-68 |
election position held: |
Chairman of the Board of Directors |
date of election: |
3.11.2024 |
date that office was taken: |
5.10.2024 |
start date of the first term of office if the administrator has been serving consecutive terms of office |
3.10.2009 |
Main professional
experiences during the last 5 years, highlighting positions and roles held:
|
i. at the issuer
and companies within its economic group:
|
· Banco Bradesco S.A. Chairman of the Board of Directors (Non-Executive Board Member) |
· BBD Participações S.A. Chairman of the Board of Directors and Chief Executive Officer |
· Nova Cidade de Deus Participações S.A. Chief Executive Officer |
· Fundação Bradesco Chairman of the Managing Board and Chief Executive Officer |
· Cidade de Deus – Companhia Comercial de Participações Chairman of the Board of Directors and Chief Executive Officer |
· NCF Participações S.A. Chairman of the Board of Directors. |
· Bitz Instituição de Pagamento S.A. Chairman of the Board of Directors |
· Bradesco Auto/RE Companhia de Seguros Chairman of the Board of Directors |
· Bradesco Capitalização S.A. Chairman of the Board of Directors |
· Bradesco Leasing S.A. – Arrendamento Mercantil. Chairman of the Board of Directors |
· Bradesco Saúde S.A. Chairman of the Board of Directors |
· Bradesco Vida e Previdência S.A. Chairman of the Board of Directors |
· Bradseg Participações Ltda. Chairman of the Board of Directors |
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| |
· BSP Empreendimentos Imobiliários S.A. Chairman of the Board of Directors |
· Companhia Brasileira de Gestão de Serviços – Orizon Full Member and Chairman of the Board of Directors |
· Elo Participações S.A. Vice-Chairman of the Board of Directors |
· Fleury S.A. Effective Member of the Board of Directors |
· Next Tecnologia e Serviços Digitais S.A. Chairman of the Board of Directors |
· Odontoprev S.A. Chairman of the Board of Directors |
|
ii. in companies
controlled by shareholders of the issuer who hold a direct or indirect ownership stake equal to or greater than 5% of the same class or
type of securities issued by the issuer: Regarding corporate shareholders, refer to item “i” above. Regarding individual
shareholders, there are no shareholders with ownership exceeding 5%.
|
ALEXANDRE
DA SILVA GLÜHER
data of birth: |
8.14.1960 |
profession: |
Banking Professional |
CPF No. (Tax ID) or Passport No.: |
282.548.640-04 |
election position held: |
Vice-Chairman of the Board of Directors |
date of election: |
3.11.2024 |
date that office was taken: |
5.10.2024 |
start date of the first term of office if the administrator has been serving consecutive terms of office |
3.12.2018 |
Main professional
experiences during the last 5 years, highlighting positions and roles held:
|
i. at the issuer
and companies within its economic group:
|
· Banco Bradesco S.A. Vice-Chairman of the Board of Directors |
· BBD Participações S.A. Member of the Board of Directors |
· Nova Cidade de Deus Participações S.A. Officer |
· Fundação Bradesco Member of the Managing Board and Managing Officer |
· Cidade de Deus – Companhia Comercial de Participações Member of the Board of Directors |
· NCF Participações S.A. Member of the Board of Directors. |
· Bradesco Bank Chairman of the Board of Directors |
· Banco Digio S.A. Member of the Board of Directors |
· Bitz Instituição de Pagamento S.A. Vice-Chairman of the Board of Directors |
· Bradesco Auto/RE Companhia de Seguros Member of the Board of Directors |
· Bradesco Capitalização S.A. Member of the Board of Directors |
· Bradesco Leasing S.A. – Arrendamento Mercantil Vice-Chairman of the Board of Directors |
· Bradesco Saúde S.A. Member of the Board of Directors |
· Bradesco Vida e Previdência S.A. Member of the Board of Directors |
· Bradseg Participações S.A. Member of the Board of Directors |
·
BSP Empreendimentos Imobiliários S.A. Member of the Board of Directors
·
Bradespar S.A. Vice-Chairman of the Board of Directors |
· Next Tecnologia e Serviços Digitais S.A. From 8.31.2022 to 4.28.2023 Vice-Chairman of the Board of Directors |
|
ii. in companies controlled by shareholders of the issuer who hold a direct or indirect ownership stake equal to or greater than 5% of the same class or type of securities issued by the issuer: Regarding corporate shareholders, refer to item “i” above. Regarding individual shareholders, there are no shareholders with ownership exceeding 5%. |
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| |
DENISE
AGUIAR ALVAREZ
data of birth: |
1.24.1958 |
profession: |
Educator |
CPF No. (Tax ID) or Passport No.: |
032.376.698-65 |
election position held: |
Member of the Board of Directors |
date of election: |
3.11.2024 |
date that office was taken: |
5.10.2024 |
start date of the first term of office if the administrator has been serving consecutive terms of office |
2.12.1990 |
Main professional
experiences during the last 5 years, highlighting positions and roles held:
|
i. at the
issuer and companies within its economic group:
|
· Banco Bradesco S.A. Member of the Board of Directors (Non-Executive Board Member) |
· BBD Participações S.A. Member of the Board of Directors |
· Fundação Bradesco Member of the Managing Board and Deputy Officer |
· Cidade de Deus-Companhia Comercial de Participações Member of the Board of Directors and Officer |
·
Bradespar S.A. Member of the Board of Directors
·
BSP Empreendimentos Imobiliários S.A. Member of the Board of Directors |
· Bradseg Participações S.A. 6.18.2018 to 7.20.2020 – Member of the Board of Directors |
|
ii. in companies
controlled by shareholders of the issuer who hold a direct or indirect ownership stake equal to or greater than 5% of the same class or
type of securities issued by the issuer: Regarding corporate shareholders, refer to item “i” above. Regarding individual
shareholders, there are no shareholders with ownership exceeding 5%.
|
MILTON
MATSUMOTO
data of birth: |
4.24.1945 |
profession: |
Banking Professional |
CPF No. (Tax ID) or Passport No.: |
081.225.550-04 |
election position held: |
Member of the Board of Directors |
date of election: |
3.11.2024 |
date that office was taken: |
5.11.2024 |
start date of the first term of office if the administrator has been serving consecutive terms of office |
3.10.2011 |
Main professional
experiences during the last 5 years, highlighting positions and roles held:
|
i. at the
issuer and companies within its economic group:
|
· Banco Bradesco S.A. Member of the Board of Directors (Non-Executive Board Member) |
· Bradespar S.A. Member of the Board of Directors (Non-Executive Board Member) |
· BBD Participações S.A. Vice-Chairman of the Board of Directors and Vice-President |
· Nova Cidade de Deus Participações S.A. Vice-President |
· Fundação Bradesco Vice-Chairman of the Managing Board and Vice-President |
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· Cidade de Deus – Companhia Comercial de Participações Vice-Chairman of the Board of Directors and Vice-President |
· NCF Participações S.A. Vice-Chairman of the Board of Directors. |
· Bradesco Bank Vice-Chairman of the Board of Directors |
· Bitz Instituição de Pagamento S.A. Member of the Board of Directors |
· Bradesco Auto/RE Companhia de Seguros Member of the Board of Directors |
· Bradesco Capitalização S.A. Member of the Board of Directors |
· Bradesco Leasing S.A. – Arrendamento Mercantil Member of the Board of Directors |
· Bradesco Saúde S.A. Member of the Board of Directors |
· Bradesco Vida e Previdência S.A. Member of the Board of Directors |
· Bradseg Participações S.A. Member of the Board of Directors |
· BSP Empreendimentos Imobiliários S.A. Member of the Board of Directors |
·
Next Tecnologia e Serviços Digitais S.A. From 3.31.2020 to 6.28.2023 Member of the Board of Directors
|
ii. in companies
controlled by shareholders of the issuer who hold a direct or indirect ownership stake equal to or greater than 5% of the same class or
type of securities issued by the issuer: Regarding corporate shareholders, refer to item “i” above. Regarding individual
shareholders, there are no shareholders with ownership exceeding 5%.
|
MAURÍCIO
MACHADO DE MINAS
data of birth: |
7.1.1959 |
profession: |
Banking Professional |
CPF No. (Tax ID) or Passport No.: |
044.470.098-62 |
election position held: |
Member of the Board of Directors |
date of election: |
3.11.2024 |
date that office was taken: |
5.10.2024 |
start date of the first term of office if the administrator has been serving consecutive terms of office |
3.12.2018 |
Main professional
experiences during the last 5 years, highlighting positions and roles held
|
i. at the
issuer and companies within its economic group:
|
· Banco Bradesco S.A. Sector of activity: Member of the Board of Directors (Non-Executive Board Member). From January 2014 to January 2019, he held the position of Executive Vice President. |
· BBD Participações S.A. Member of the Board of Directors. |
· Nova Cidade de Deus Participações S.A. Officer |
· Fundação Bradesco Member of the Managing Board and Managing Officer |
· Cidade de Deus – Companhia Comercial de Participações Member of the Board of Directors |
· NCF Participações S.A. Member of the Board of Directors |
· Banco Digio S.A. Member of the Board of Directors |
· Bitz Instituição de Pagamento S.A. Member of the Board of Directors |
· Bradesco Auto/RE Companhia de Seguros Member of the Board of Directors |
· Bradesco Capitalização S.A. Member of the Board of Directors |
· Bradesco Vida e Previdência S.A. Member of the Board of Directors |
· Bradesco Saúde S.A. Member of the Board of Directors |
· Bradesco Leasing S.A. – Arrendamento Mercantil Member of the Board of Directors |
· BSP Empreendimentos Imobiliários S.A. Member of the Board of Directors |
· Bradseg Participações S.A. Member of the Board of Directors |
· CPM Holdings Limited Member of the Board of Directors |
· Bradespar S.A. Member of the Board of Directors |
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| 7. Shareholders’ meeting and management |
| |
· Companhia Brasileira de Gestão de Serviços – Orizon Full Member of the Board of Directors |
·
Fleury S.A. Alternate Member of the Board of Directors
·
Odontoprev S.A. Alternate Member of the Board of Directors |
· Next Tecnologia e Serviços Digitais S.A. From 3.31.2020 to 4.28.2023 Member of the Board of Directors |
· Banco Bradescard S.A. 4.25.2017 to 1.28.2019 – Managing Officer |
· Banco Bradesco BBI S.A. 3.26.2014 to 1.28.2019 – Vice-President |
· Banco Bradesco BERJ S.A. 4.30.2018 to 1.28.2019 – Managing Officer |
· Banco Bradesco Financiamentos S.A. 4.27.2017 to 1.28.2019 – Managing Officer |
· Banco Losango S.A. – Banco Múltiplo 4.28.2017 to 1.28.2019 – Managing Officer |
· BEM – Distribuidora de Títulos e Valores Mobiliários Ltda. 4.28.2017 to 1.28.2019 – Managing Officer |
· Bradescard Elo Participações S.A. 4.24.2017 to 1.28.2019 – Managing Officer |
· Bradesco Administratora de Consórcios Ltda. 4.30.2018 to 1.28.2019 – Managing Officer |
· Kirton Bank S.A. – Banco Múltiplo 4.28.2017 to 1.28.2019 – Managing Officer |
· Ágora Investimentos S.A. 3.28.2014 to 1.28.2019 – Officer |
· Aranaú Holdings S.A. 3.10.2014 to 1.28.2019 Officer |
· Bradesco Holding de Investimentos S.A. 4.2.2014 to 1.28.2019 – Officer |
· Companhia Securitizadora de Créditos Financeiros Rubi 4.30.2014 to 1.28.2019 – Officer |
·
Quixaba Empreendimentos e Participações Ltda. 2.14.2014 to 1.28.2019 – Officer
|
ii. in companies
controlled by shareholders of the issuer who hold a direct or indirect ownership stake equal to or greater than 5% of the same class or
type of securities issued by the issuer: Regarding corporate shareholders, refer to item “i” above. Regarding individual
shareholders, there are no shareholders with ownership exceeding 5%.
|
RUBENS
AGUIAR ALVAREZ
data of birth: |
10.23.1972 |
profession: |
Economist |
CPF No. (Tax ID) or Passport No.: |
136.527.778-08 |
election position held: |
Member of the Board of Directors |
date of election: |
3.11.2024 |
date that office was taken: |
5.13.2024 |
start date of the first term of office if the administrator has been serving consecutive terms of office |
5.4.2021 |
Main professional
experiences during the last 5 years, highlighting positions and roles held:
|
i. at the
issuer and companies within its economic group:
|
· Banco Bradesco S.A. Member of the Board of Directors (Non-Executive Board Member) |
· Bradespar S.A. Member of the Board of Directors |
· Cidade de Deus – Companhia Comercial de Participações Member of the Board of Directors and Officer |
· Fundação Bradesco Member of the Managing Board and Deputy Officer |
|
ii. in companies
controlled by shareholders of the issuer who hold a direct or indirect ownership stake equal to or greater than 5% of the same class or
type of securities issued by the issuer: Regarding corporate shareholders, refer to item “i” above. Regarding individual
shareholders, there are no shareholders with ownership exceeding 5%.
|
| |
174 – Reference Form – 2023 | |
| 7. Shareholders’ meeting and management |
| |
OCTAVIO
DE LAZARI JUNIOR
data of birth: |
7.18.1963 |
profession: |
Banking Professional |
CPF No. (Tax ID) or Passport No.: |
044.745.768-37 |
election position held: |
Member of the Board of Directors |
date of election: |
3.11.2024 |
date that office was taken: |
5.10.2024 |
start date of the first term of office if the administrator has been serving consecutive terms of office |
12.21.2023 |
Main professional
experiences during the last 5 years, highlighting positions and roles held:
|
i. at the issuer
and companies within its economic group:
|
|
·
Banco Bradesco S.A. Member of the Board of Directors
·
BBD Participações S.A. Member of the Board of Directors
·
Nova Cidade de Deus Participações S.A. Officer
·
Fundação Bradesco Member of the Managing Board and Managing Officer
·
Cidade de Deus – Companhia Comercial de Participações Member of the Board of Directors
·
NCF Participações S.A. Chief Executive Officer
·
Banco Digio S.A. Member of the Board of Directors
·
Bitz Instituição de Pagamento S.A. Member of the Board of Directors
·
Bradesco Auto/RE Companhia de Seguros Member of the Board of Directors
·
Bradesco Capitalização S.A. Member of the Board of Directors
·
Bradesco Leasing S.A. – Arrendamento Mercantil Chief Executive Officer
·
Bradesco Saúde S.A. Member of the Board of Directors
·
Bradesco Vida e Previdência S.A. Member of the Board of Directors
·
Bradseg Participações S.A. Member of the Board of Directors
·
BSP Empreendimentos Imobiliários S.A. Member of the Board of Directors
·
Companhia Brasileira de Gestão de Serviços – Orizon Full Member of the Board of Directors
·
Elo Participações Ltda. Member of the Board of Directors
·
Fleury S.A. Alternate Member do Board of Directors
·
Odontoprev S.A. Effective Member of the Board of Directors
·
Next Tecnologia e Serviços Digitais S.A. From 3.31.2020 to 4.28.2023 Member of the Board of Directors
·
Bradesco Holding de Investimentos S.A. From 10.26.2022 to 4.17.2024 Chief Executive Officer
·
Banco Bradesco BBI S.A. 4.26.2018 to 4.29.2019 – Chief Executive Officer
·
Bradesco Diagnóstico em Saúde S.A. 2.11.2021 to 10.20.2021 – Chief Executive Officer
·
Bradesco Gestão de Saúde S.A. 2.11.2021 to 10.20.2021 – Chief Executive Officer
|
ii. in companies
controlled by shareholders of the issuer who hold a direct or indirect ownership stake equal to or greater than 5% of the same class or
type of securities issued by the issuer: Regarding corporate shareholders, refer to item “i” above. Regarding individual
shareholders, there are no shareholders with ownership exceeding 5%.
|
| |
175 – Reference Form – 2023 | |
| 7. Shareholders’ meeting and management |
| |
SAMUEL
MONTEIRO DOS SANTOS JUNIOR
data of birth: |
2.5.1946 |
profession: |
Lawyer |
CPF No. (Tax ID) or Passport No.: |
032.621.977-34 |
election position held: |
Independent Member of the Board of Directors |
date of election: |
3.11.2024 |
date that office was taken: |
5.13.2024 |
start date of the first term of office if the administrator has been serving consecutive terms of office |
3.11.2020 |
Main professional
experiences during the last 5 years, highlighting positions and roles held:
|
i. at the
issuer and companies within its economic group:
|
· Banco Bradesco S.A. Independent Member of the Board of Directors |
· Bradesco Auto/RE Companhia de Seguros Vice-Chairman of the Board of Directors |
· Bradesco Capitalização S.A. Vice-Chairman of the Board of Directors |
· Bradesco Vida e Previdência S.A. Vice-Chairman of the Board of Directors |
· Bradesco Saúde S.A. Vice-Chairman of the Board of Directors |
· Bradseg Participações S.A. Vice-Chairman of the Board of Directors |
· BSP Empreendimentos Imobiliários S.A. Vice-Chairman of the Board of Directors |
· Companhia Brasileira de Gestão de Serviços – Orizon Full Member of the Board of Directors |
· Fleury S.A. Effective Member of the Board of Directors |
·
Odontoprev S.A. Effective Member of the Board of Directors
|
ii. in companies controlled by shareholders of the issuer who hold a direct or indirect ownership stake equal to or greater than 5% of the same class or type of securities issued by the issuer: Regarding corporate shareholders, refer to item “i” above. Regarding individual shareholders, there are no shareholders with ownership exceeding 5%. |
WALTER
LUIS BERNARDES ALBERTONI
data of birth: |
9.29.1968 |
profession: |
Lawyer |
CPF No. (Tax ID) or Passport No.: |
147.427.468-48 |
election position held: |
Independent Member of the Board of Directors |
date of election: |
3.11.2024 |
date that office was taken: |
5.13.2024 |
start date of the first term of office if the administrator has been serving consecutive terms of office |
3.11.2020 |
| |
176 – Reference Form – 2023 | |
| 7. Shareholders’ meeting and management |
| |
Main professional
experiences during the last 5 years, highlighting positions and roles held:
|
i. at the
issuer and companies within its economic group:
|
·
Banco Bradesco S.A. Independent Member of the Board of Directors
|
ii. in companies
controlled by shareholders of the issuer who hold a direct or indirect ownership stake equal to or greater than 5% of the same class or
type of securities issued by the issuer: Regarding corporate shareholders, refer to item “i” above. Regarding individual
shareholders, there are no shareholders with ownership exceeding 5%.
|
PAULO
ROBERTO SIMÕES DA CUNHA
data of birth: |
5.27.1950 |
profession: |
Accountant |
CPF No. (Tax ID) or Passport No.: |
567.047.048-68 |
election position held: |
Independent Member of the Board of Directors |
date of election: |
3.11.2024 |
date that office was taken: |
5.11.2024 |
start date of the first term of office if the administrator has been serving consecutive terms of office |
3.12.2021 |
Main professional
experiences during the last 5 years, highlighting positions and roles held:
|
i. at the
issuer and companies within its economic group:
|
·
Banco Bradesco S.A. Independent Member of the Board of Directors
|
ii. in companies
controlled by shareholders of the issuer who hold a direct or indirect ownership stake equal to or greater than 5% of the same class or
type of securities issued by the issuer: Regarding corporate shareholders, refer to item “i” above. Regarding individual
shareholders, there are no shareholders with ownership exceeding 5%.
|
| |
177 – Reference Form – 2023 | |
| 7. Shareholders’ meeting and management |
| |
DENISE
PAULI PAVARINA
data of birth: |
4.14.1963 |
profession: |
Financial Advisor |
CPF No. (Tax ID) or Passport No.: |
076.818.858-03 |
election position held: |
Independent Member of the Board of Directors |
date of election: |
3.11.2024 |
date that office was taken: |
5.11.2024 |
start date of the first term of office if the administrator has been serving consecutive terms of office |
3.10.2022 |
Main professional
experiences during the last 5 years, highlighting positions and roles held:
|
i. at the
issuer and companies within its economic group:
|
· Banco Bradesco S.A. Independent Member of the Board of Directors. From 2015 to 2019 - Executive Managing Officer |
· Bradesco Leasing S.A. – Arrendamento Mercantil 4.30.2018 to 1.10.2019 – Managing Officer |
· Bradesco Asset Management S.A. Distribuidora de Títulos e Valores Mobiliários 1.9.2012 to 1.10.2019 – Managing Officer |
· Fundação Bradesco 12.8.2009 to 1.10.2019 – Member of the Managing Board |
· Kirton Bank S.A. – Banco Múltiplo 7.1.2016 to 1.10.2019 – Managing Officer |
·
NCF Participações S.A. 4.30.2018 to 1.10.2019 – Managing Officer
|
ii. in companies controlled by shareholders of the issuer who hold a direct or indirect ownership stake equal to or greater than 5% of the same class or type of securities issued by the issuer: Regarding corporate shareholders, refer to item “i” above. Regarding individual shareholders, there are no shareholders with ownership exceeding 5%. |
| |
178 – Reference Form – 2023 | |
| 7. Shareholders’ meeting and management |
| |
| ü | MEMBERS OF THE BOARD OF EXECUTIVE OFFICERS: |
Term
of Office: Up until the first Meeting of the Board of Directors, which is to be held after the 2026 Annual Shareholders’ Meeting.
The term of office may be extended until the investiture of new Officers, who will be elected at the time.
Elected
by the controller: Yes
Independent
members: No
Description
of any of the following events that have occurred during the last 5 years:
| ii. | conviction in administrative proceedings of the CVM, of the Central Bank of Brazil or the Superintendence
of Private Insurance, and the penalties applied; |
| iii. | conviction judged in a court of last resort, in the judicial sphere or object of administrative final
decision, that has suspended or disabled it for the practice of any professional or commercial activity. |
None of
the members of the Board of Executive Officers is involved in the convictions contained in items i, ii and iii above.
MARCELO
DE ARAÚJO NORONHA
data of birth: |
8.10.1965 |
profession: |
Banking Professional |
CPF No. (Tax ID) or Passport No.: |
360.668.504-15 |
election position held: |
Chief Executive Officer |
date of election: |
3.21.2024 |
date that office was taken: |
|
start date of the first term of office if the administrator has been serving consecutive terms of office |
12.17.2010 |
Main professional
experiences during the last 5 years, highlighting positions and roles held:
|
i. at the issuer
and companies within its economic group:
|
·
Banco Bradesco S.A. Chief Executive Officer. From 2.4.2015 to 11.22.2023 – Executive Vice-President
·
BBD Participações S.A. Member of the Board of Directors
·
Nova Cidade de Deus Participações S.A. Officer
·
Fundação Bradesco Member of the Managing Board and Managing Officer
·
Cidade de Deus – Companhia Comercial de Participações Member of the Board of Directors
·
Bradesco Leasing S.A. – Arrendamento Mercantil Vice-President
·
NCF Participações S.A. Vice-President
·
Bradescard Elo Participações S.A. Managing Officer
·
Alelo Instituição de Pagamento S.A. Member of the Board of Directors
·
Bradesco Securities Hong Kong Limited. Chairman of the Board of Directors
·
Bradesco Securities UK Limited Chairman of the Board of Directors
·
Bradesco Securities, Inc. Chairman of the Board of Directors
·
Cielo S.A. Instituição de Pagamento Member of the Board of Directors
·
Bradport – S.G.P.S. Sociedade Unipessoal, Ltda. Manager
·
Elo Participações Ltda. Member of the Board of Directors
·
Companhia Securitizadora de Créditos Financeiros Rubi Managing Officer
·
Elo Serviços S.A. Member of the Board of Directors
·
Livelo S.A. Member of the Board of Directors
|
| |
179 – Reference Form – 2023 | |
| 7. Shareholders’ meeting and management |
| |
·
Bradesco Bank Member of the Board of Executive Officers
·
Banco Digio S.A. Chairman of the Board of Directors
·
Bitz Instituição de Pagamento S.A. Managing Officer
·
Bradesco Holding de Investimentos S.A. Vice-President
·
Quixaba Empreendimentos e Participações Ltda. Managing Officer
·
Next Tecnologia e Serviços Digitais S.A. General Officer
·
Aranaú Holdings S.A. Vice-President
·
Kartra Participações Ltda. General
Officer
·
Banco Bradesco BBI S.A. 4.29.2019 to 4.28.2023 – General Officer
·
Banco Bradesco BERJ S.A. 4.30.2019 to 4.28.2023 - Vice-President
·
Banco Bradesco Financiamentos S.A. 4.27.2017 to 4.28.2023 – Managing Officer
·
Banco Losango S.A. – Banco Múltiplo 4.30.2019 to 4.28.2023 – Vice-President
·
BEM – Distribuidora de Títulos e Valores Mobiliários Ltda. 4.30.2019 to 4.28.2023 – Vice-President
·
Ágora Investimentos S.A. 4.22.2019 to 4.27.2023 – Vice-President
·
Kirton Bank S.A. – Banco Múltiplo 4.30.2019 to 4.28.2023 – Vice-President
·
Bradesco Administratora de Consórcios Ltda. 4.30.2019 to 4.28.2023 – Vice-President
·
Banco Bradescard S.A. 4.30.2019 to 4.28.2023 – Vice-President
·
Bradesco Asset Management S.A. Distribuidora de Títulos e Valores Mobiliários 1.14.2019 to 3.4.2022 –
General Officer |
|
ii. in companies
controlled by shareholders of the issuer who hold a direct or indirect ownership stake equal to or greater than 5% of the same class or
type of securities issued by the issuer: Regarding corporate shareholders, refer to item “i” above. Regarding individual
shareholders, there are no shareholders with ownership exceeding 5%.
|
CASSIANO
RICARDO SCARPELLI
data of birth: |
7.28.1968 |
profession: |
Banking Professional |
CPF No. (Tax ID) or Passport No.: |
082.633.238-27 |
election position held: |
Executive Vice-President and Chief Financial Officer (CFO) |
date of election: |
3.21.2024 |
date that office was taken: |
|
start date of the first term of office if the administrator has been serving consecutive terms of office |
2.9.2015 |
Main professional
experiences during the last 5 years, highlighting positions and roles held:
|
i. at the issuer
and companies within its economic group:
|
·
Banco Bradesco S.A. Executive Vice-President and Chief Financial Officer (CFO)
·
BBD Participações S.A. Member of the Board of Directors
·
Nova Cidade de Deus Participações S.A. Officer
·
Fundação Bradesco Member of the Managing Board and Managing Officer
·
Cidade de Deus – Companhia Comercial de Participações Member of the Board of Directors
·
Bradesco Leasing S.A. – Arrendamento Mercantil Vice-President and Investor Relations Officer
·
NCF Participações S.A. Vice-President
·
Banco Bradesco BERJ S.A. General Officer
·
Bradescard Elo Participações S.A. Managing Officer
·
Bradesco Bank 10.30.2020 to 4.28.2021 – Vice-Chairman of the Board of Directors
|
| |
180 – Reference Form – 2023 | |
| 7. Shareholders’ meeting and management |
| |
·
Next Tecnologia e Serviços Digitais S.A. Managing Officer
·
Aranaú Holdings S.A. Vice-President
·
Kartra Participações Ltda. Vice-President
·
Quixaba Empreendimentos e Participações Ltda. General Officer
·
Companhia Securitizadora de Créditos Financeiros Rubi Managing Officer
·
Ágora Investimentos S.A. Managing Officer
·
Bitz Instituição de Pagamento S.A. Managing Officer
·
Banco Bradescard S.A. 4.30.2019 to 4.28.2023 - Vice-President
·
Banco Bradesco BBI S.A. 4.26.2018 to 4.28.2023 - Vice-President
·
Banco Bradesco Financiamentos S.A. 4.27.2018 to 4.28.2023 - Managing Officer
·
Banco Losango S.A. – Banco Múltiplo 4.30.2019 to 4.28.2023 - Vice-President
·
BEM – Distribuidora de Títulos e Valores Mobiliários Ltda. 4.30.2019 to 4.28.2023 - Vice-President
·
Bradesco Administratora de Consórcios Ltda. 4.30.2019 to 4.28.2023 - Vice-President
·
Kirton Bank S.A. – Banco Múltiplo 7.31.2020 to 4.28.2023 - Vice-President
·
Bradesco Holding de Investimentos S.A. 4.22.2019 to 4.17.2024 - Vice-President
|
ii. in companies
controlled by shareholders of the issuer who hold a direct or indirect ownership stake equal to or greater than 5% of the same class or
type of securities issued by the issuer: Regarding corporate shareholders, refer to item “i” above. Regarding individual
shareholders, there are no shareholders with ownership exceeding 5%.
|
ROGÉRIO
PEDRO CÂMARA
data of birth: |
10.5.1963 |
profession: |
Banking Professional |
CPF No. (Tax ID) or Passport No.: |
063.415.178-90 |
election position held: |
Executive Vice-President Director and Chief Customer Officer (CCO) |
date of election: |
3.21.2024 |
date that office was taken: |
|
start date of the first term of office if the administrator has been serving consecutive terms of office |
1.2.2017 |
Main professional
experiences during the last 5 years, highlighting positions and roles held:
|
i. at the issuer
and companies within its economic group:
|
·
Banco Bradesco S.A. Executive Vice-President and Chief Customer Officer (CCO)
·
Fundação Bradesco Member of the Managing Board
·
NCF Participações S.A. Vice-President
·
Nova Cidade de Deus Participações S.A. Officer
·
Bradesco Leasing S.A. – Arrendamento Mercantil Vice-President
·
Banco Digio S.A. Vice-Chairman of the Board of Directors
·
Bitz Instituição de Pagamento S.A. Managing Officer
·
Bradescard Elo Participações S.A. Managing Officer
·
Cidade de Deus – Companhia Comercial de Participações Member of the Board of Directors
·
Companhia Securitizadora de Créditos Financeiros Rubi Officer
·
Quixaba Empreendimentos e Participações Ltda. Managing Officer
·
Aranaú Holdings S.A. Vice-President
·
Kartra Participações Ltda. Managing Officer
·
Banco Bradescard S.A. 4.30.2021
to 4.28.2023 - Vice-President
·
Kirton Bank S.A. – Banco Múltiplo 4.28.2021
to 4.28.2023 - Vice-President
|
| |
181 – Reference Form – 2023 | |
| 7. Shareholders’ meeting and management |
| |
·
Banco Bradesco BBI S.A. 4.26.2021
to 4.28.2023 - Vice-President
·
Banco Bradesco BERJ S.A. 4.28.2021
to 4.28.2023 - Vice-President
·
Banco Losango S.A. – Banco Múltiplo 4.28.2021
to 4.28.2023 - Vice-President
·
BEM – Distribuidora de Títulos e Valores
Mobiliários Ltda. 4.28.2021 to 4.28.2023 - Vice-President
·
Bradesco Administratora de Consórcios Ltda. 4.28.2021
to 4.28.2023 - Vice-President
·
Ágora Investimentos S.A. 4.30.2021 to 4.27.2023 - Vice-President
·
Banco Bradesco Financiamentos S.A. 4.29.2021 to 4.28.2023 - Managing Officer
·
Bradesco Holding de Investimentos S.A. 3.31.2021 to 4.17.2024 - Vice-President
·
Next Tecnologia e Serviços Digitais S.A. 3.31.2020 to 3.1.2021 - General Officer |
|
ii. in companies
controlled by shareholders of the issuer who hold a direct or indirect ownership stake equal to or greater than 5% of the same class or
type of securities issued by the issuer: Regarding corporate shareholders, refer to item “i” above. Regarding individual
shareholders, there are no shareholders with ownership exceeding 5%.
|
MOACIR
NACHBAR JUNIOR
data of birth: |
4.5.1965 |
profession: |
Banking Professional |
CPF No. (Tax ID) or Passport No.: |
062.947.708-66 |
election position held: |
Executive Vice-President |
date of election: |
3.21.2024 |
date that office was taken: |
|
start date of the first term of office if the administrator has been serving consecutive terms of office |
1.1.2012 |
Main professional
experiences during the last 5 years, highlighting positions and roles held:
|
i. at the issuer
and companies within its economic group:
|
·
Banco Bradesco S.A. Executive Vice-President
·
Fundação Bradesco Member of the Managing Board
·
Nova Cidade de Deus Officer
·
Bradesco Leasing S.A. – Arrendamento Mercantil Vice-President
·
Banco Bradesco Europa Member of the Board of Directors
·
Bitz Instituição de Pagamento S.A. Managing Officer
·
Bradescard Elo Participações S.A. Managing Officer
·
Companhia Securitizadora de Créditos Financeiros Rubi Officer
·
Quixaba Empreendimentos e Participações Ltda. Managing Officer
·
Aranaú Holdings S.A. Vice-President
·
Kartra Participações Ltda. Vice-President
·
Bradesco Holding de Investimentos S.A. 4.29.2022 to 4.17.2024 - Vice-President
·
Next Tecnologia e Serviços Digitais S.A. 3.25.2019 to 3.31.2020 – Managing Officer
·
Ágora Investimentos S.A. 4.19.2022 to 4.27.2023 - Vice-President
·
Banco Bradesco Financiamentos S.A. 4.29.2020 to 4.28.2023 - Managing Officer
·
Banco Losango S.A. – Banco Múltiplo 4.19.2022 to 4.28.2023 - Vice-President
·
BEM – Distribuidora de Títulos e Valores Mobiliários Ltda. 4.28.2022 to 4.28.2023 - Vice-President
·
Bradesco Administratora de Consórcios Ltda. 4.29.2022 to 4.28.2023 - Vice-President
·
Banco Bradescard S.A. 4.18.2022 to 4.28.2023 - Vice-President
·
Banco Bradesco BBI S.A. 4.18.2022 to 4.28.2023 - Vice-President
·
Banco Bradesco BERJ S.A 4.19.2022 to 4.28.2023 - Vice-President
·
Kirton Bank S.A. – Banco Múltiplo 4.22.2022 to 4.28.2023 - Vice-President
|
| |
182 – Reference Form – 2023 | |
| 7. Shareholders’ meeting and management |
| |
|
ii. in companies
controlled by shareholders of the issuer who hold a direct or indirect ownership stake equal to or greater than 5% of the same class or
type of securities issued by the issuer: Regarding corporate shareholders, refer to item “i” above. Regarding individual
shareholders, there are no shareholders with ownership exceeding 5%.
|
JOSÉ
RAMOS ROCHA NETO
data of birth: |
12.8.1968 |
profession: |
Banking Professional |
CPF No. (Tax ID) or Passport No.: |
624.211.314-72 |
election position held: |
Executive Vice-President |
date of election: |
3.21.2024 |
date that office was taken: |
|
start date of the first term of office if the administrator has been serving consecutive terms of office |
3.13.2018 |
Main professional
experiences during the last 5 years, highlighting positions and roles held:
|
i. at the
issuer and companies within its economic group:
|
·
Banco Bradesco S.A. Executive Vice-President
·
Fundação Bradesco Member of the Managing Board
·
BEM – Distribuidora de Títulos e Valores Mobiliários Ltda. 4.28.2023 to 4.9.2024 - General Officer
·
Bradesco Administratora de Consórcios Ltda. General Officer
·
Bradesco Leasing S.A. – Arrendamento Mercantil Managing Officer
·
Ágora Investimentos S.A. 2.13.2023 to 4.27.2023 Vice-President
·
Bradesco Holding de Investimentos S.A. 4.26.2023 to 4.17.2024 Vice-President
·
Aranaú Holdings S.A. 2.17.2020 to 4.27.2021 - Managing Officer
|
ii. in companies
controlled by shareholders of the issuer who hold a direct or indirect ownership stake equal to or greater than 5% of the same class or
type of securities issued by the issuer: Regarding corporate shareholders, refer to item “i” above. Regarding individual
shareholders, there are no shareholders with ownership exceeding 5%.
|
BRUNO
D’AVILA MELO BOETGER
data of birth: |
6.17.1967 |
profession: |
Banking Professional |
CPF No. (Tax ID) or Passport No.: |
867.743.957-91 |
election position held: |
Executive Vice-President |
date of election: |
3.21.2024 |
date that office was taken: |
|
start date of the first term of office if the administrator has been serving consecutive terms of office |
12.4.2017 |
| |
183 – Reference Form – 2023 | |
| 7. Shareholders’ meeting and management |
| |
Main professional
experiences during the last 5 years, highlighting positions and roles held:
|
i. at the issuer
and companies within its economic group:
|
·
Banco Bradesco S.A. Executive Vice-President
·
Fundação Bradesco Member of the Managing Board
·
Bradesco Securities, Inc. Vice-Chairman of the Board of Directors
·
Bradesco Securities UK Limited Vice-Chairman of the Board of Directors
·
Bradesco Securities Hong Kong Limited Vice-Chairman of the Board of Directors
·
Banco Bradesco BBI S.A. Managing Officer
·
Banco Bradesco Europa S.A. 4.11.2018 to 6.28.2019 – Vice-Chairman of the Board of Directors
·
Banco Losango S.A. – Banco Múltiplo 4.30.2019 to 4.20.2020 – Managing Officer
·
Kirton Bank S.A. – Banco Múltiplo 4.30.2019 to 7.31.2020 – Managing Officer
·
Bradesco Leasing S.A. – Arrendamento Mercantil 4.18.2019 to 4.30.2020 – Managing Officer
·
Banco Bradescard S.A. 4.30.2019 to 7.31.2020 – Managing Officer
·
Banco Bradesco BERJ S.A. 4.30.2019 to 4.20.2020 – Managing Officer
·
BEM – Distribuidora de Títulos e Valores Mobiliários Ltda. 4.30.2019 to 4.17.2020 – Managing Officer
·
Bradesco Administratora de Consórcios Ltda. 4.30.2019 to 4.22.2020 – Managing Officer
·
Ágora Investimentos S.A. 4.22.2019 to 4.30.2021 – Managing Officer
·
Bitz Serviços Financeiros S.A. 11.26.2019 to 4.30.2021 – Managing Officer
·
Bradesco Holding de Investimentos S.A. 4.22.2019 to 3.31.2021 – Managing Officer
·
Next Tecnologia e Serviços Digitais S.A. 3.25.2019 to 3.31.2020 – Managing Officer
·
Quixaba Empreendimentos e Participações Ltda. 4.22.2019 to 3.31.2021 – Managing Officer
·
Aranaú Holdings S.A. 4.17.2019 to 4.27.2021 – Managing Officer |
ii. in companies
controlled by shareholders of the issuer who hold a direct or indirect ownership stake equal to or greater than 5% of the same class or
type of securities issued by the issuer: Regarding corporate shareholders, refer to item “i” above. Regarding individual
shareholders, there are no shareholders with ownership exceeding 5%.
|
GUILHERME
MULLER LEAL
data of birth: |
11.12.1967 |
profession: |
Banking Professional |
CPF No. (Tax ID) or Passport No.: |
965.442.017-15 |
election position held: |
Executive Vice-President |
date of election: |
3.21.2024 |
date that office was taken: |
|
start date of the first term of office if the administrator has been serving consecutive terms of office |
1.2.2017 |
| |
184 – Reference Form – 2023 | |
| 7. Shareholders’ meeting and management |
| |
Main professional
experiences during the last 5 years, highlighting positions and roles held:
|
i. at the issuer
and companies within its economic group:
|
·
Banco Bradesco S.A. Executive Vice-President
·
Fundação Bradesco Member of the Managing Board
·
BEM – Distribuidora de Títulos e Valores Mobiliários Ltda. General Officer
·
Bradesco Bank Member of the Board of Directors
·
Bradesco Leasing S.A. – Arrendamento Mercantil 4.18.2019 to 4.30.2020 – Managing Officer
·
Banco Bradescard S.A. 4.30.2019 to 4.20.2020 – Managing Officer
·
Banco Bradesco BBI S.A. 4.29.2019 to 4.27.2020 – Managing Officer
·
Banco Bradesco BERJ S.A. 4.30.2019 to 4.20.2020 – Managing Officer
·
Banco Losango S.A. – Banco Múltiplo 4.30.2019 to 4.20.2020 – Managing Officer
·
Bradesco Administratora de Consórcios Ltda. 4.30.2019 to 4.22.2020 – Managing Officer
·
Kirton Bank S.A. – Banco Múltiplo 4.30.2019 to 7.31.2020 – Managing Officer
·
Ágora Investimentos S.A. 4.22.2019 to 4.30.2021
– Managing Officer
·
Bitz Serviços Financeiros S.A. 4.17.2019 to 4.30.2021 – Managing Officer
·
Bradesco Holding de Investimentos S.A. 4.22.2019 to 3.31.2021 – Managing Officer
·
Next Tecnologia e Serviços Digitais S.A. 3.25.2019 to 3.31.2020 – Managing Officer
·
Quixaba Empreendimentos e Participações Ltda. 4.22.2019 to 3.31.2021 – Managing Officer
·
Aranaú Holdings S.A. 4.17.2019 to 4.27.2021 – Managing Officer
|
ii. in companies
controlled by shareholders of the issuer who hold a direct or indirect ownership stake equal to or greater than 5% of the same class or
type of securities issued by the issuer: Regarding corporate shareholders, refer to item “i” above. Regarding individual
shareholders, there are no shareholders with ownership exceeding 5%.
|
JOÃO
CARLOS GOMES DA SILVA
data of birth: |
1.20.1961 |
profession: |
Banking Professional |
CPF No. (Tax ID) or Passport No.: |
044.972.398-45 |
election position held: |
Executive Officer |
date of election: |
3.21.2024 |
date that office was taken: |
|
start date of the first term of office if the administrator has been serving consecutive terms of office |
2.22.2017 |
Main professional
experiences during the last 5 years, highlighting positions and roles held:
|
i. at the issuer
and companies within its economic group:
|
·
Banco Bradesco S.A. Executive Officer
·
Fundação Bradesco Member of the Managing Board
·
Banco Bradesco Financiamentos S.A. 4.29.2020 to 4.22.2024 – Managing Officer
·
Bradesco Administratora de Consórcios Ltda. Managing Officer
·
Kirton Bank S.A. – Banco Múltiplo Managing Officer
·
Bradesco Holding de Investimentos S.A. 4.22.2019 to 10.26.2022 – Managing Officer
·
Banco Bradesco BERJ S.A. Managing Officer
·
Banco Losango S.A. – Banco Múltiplo General Officer
·
Bradesco Leasing S.A. – Arrendamento Mercantil 4.18.2019 to 4.30.2020 – Managing Officer
·
Banco Bradescard S.A. 4.30.2019 to 4.20.2020 – Managing Officer
·
Banco Bradesco BBI S.A. 4.29.2019 to 4.27.2020 – Managing Officer
|
| |
185 – Reference Form – 2023 | |
| 7. Shareholders’ meeting and management |
| |
·
BEM – Distribuidora de Títulos e Valores Mobiliários Ltda. 4.30.2019 to 4.27.2020 – Managing
Officer
·
Ágora Investimentos S.A. 4.22.2019 to 4.30.2021 – Managing Officer
·
Bitz Serviços Financeiros S.A. 11.26.2019 to 4.30.2021 – Managing Officer
·
Next Tecnologia e Serviços Digitais S.A. 3.25.2019 to 3.31.2020 – Managing Officer
·
Quixaba Empreendimentos e Participações Ltda. 4.22.2019 to 3.31.2021 – Managing Officer
·
Aranaú Holdings S.A. 4.17.2019 to 4.27.2021 – Managing Officer
|
ii. in companies
controlled by shareholders of the issuer who hold a direct or indirect ownership stake equal to or greater than 5% of the same class or
type of securities issued by the issuer: Regarding corporate shareholders, refer to item “i” above. Regarding individual
shareholders, there are no shareholders with ownership exceeding 5%.
|
ROBERTO
DE JESUS PARIS
data of birth: |
9.15.1972 |
profession: |
Banking Professional |
CPF No. (Tax ID) or Passport No.: |
106.943.838-30 |
election position held: |
Executive Officer |
date of election: |
3.21.2024 |
date that office was taken: |
|
start date of the first term of office if the administrator has been serving consecutive terms of office |
1.28.2019 |
Main professional
experiences during the last 5 years, highlighting positions and roles held:
|
i. at the issuer
and companies within its economic group:
|
·
Banco Bradesco S.A. Executive Officer
·
Fundação Bradesco Member of the Managing Board
·
Bradesco Asset Management S.A. Distribuidora de Títulos e Valores Mobiliários 7.5.2021 to 1.17.2023 - Managing
Officer
·
Banco Bradesco Europa 4.29.2022 to 4.28.2023 - Vice-Chairman of the Board of Directors
|
ii. in companies
controlled by shareholders of the issuer who hold a direct or indirect ownership stake equal to or greater than 5% of the same class or
type of securities issued by the issuer: Regarding corporate shareholders, refer to item “i” above. Regarding individual
shareholders, there are no shareholders with ownership exceeding 5%.
|
| |
186 – Reference Form – 2023 | |
| 7. Shareholders’ meeting and management |
| |
OSWALDO
TADEU FERNANDES
data of birth: |
10.20.1970 |
profession: |
Banking Professional |
CPF No. (Tax ID) or Passport No.: |
088.897.978-94 |
election position held: |
Executive Officer |
date of election: |
3.21.2024 |
date that office was taken: |
|
start date of the first term of office if the administrator has been serving consecutive terms of office |
2.25.2021 |
Main professional
experiences during the last 5 years, highlighting positions and roles held:
|
i. at the issuer
and companies within its economic group:
|
·
Banco Bradesco S.A. Executive Officer
·
Fundação Bradesco Member of the Managing Board
·
Banco Bradesco BBI S.A. Officer
·
Ágora Investimentos S.A. Officer
·
Banco Bradescard S.A.
Officer
·
Banco Bradesco BERJ S.A. Officer
·
Banco Bradesco Financiamentos S.A. Officer
·
Banco Digio S.A. Officer
·
Banco Losango S.A. – Banco Múltiplo Officer
·
BEM – Distribuidora de Títulos e Valores Mobiliários Ltda. Officer
·
Bitz Instituição de Pagamento S.A. Officer
·
Bradescard Elo Participações S.A. Officer
·
Bradesco Administratora de Consórcios Ltda. Officer
·
Bradesco Holding de Investimentos S.A. Vice-President
·
Bradesco Leasing S.A. – Arrendamento Mercantil Deputy Officer
·
Companhia Securitizadora de Créditos Financeiros Rubi Officer
·
Kirton Bank S.A. – Banco Múltiplo Officer
·
Quixaba Empreendimentos e Participações Ltda. Officer
·
Aranaú Holdings S.A. Officer
·
Kartra Participações Ltda. Officer
·
Next Tecnologia e Serviços Digitais S.A. Officer
|
ii. in companies
controlled by shareholders of the issuer who hold a direct or indirect ownership stake equal to or greater than 5% of the same class or
type of securities issued by the issuer: Regarding corporate shareholders, refer to item “i” above. Regarding individual
shareholders, there are no shareholders with ownership exceeding 5%.
|
| |
187 – Reference Form – 2023 | |
| 7. Shareholders’ meeting and management |
| |
EDILSON
DIAS DOS REIS
data of birth: |
12.26.1971 |
profession: |
Banking Professional |
CPF No. (Tax ID) or Passport No.: |
809.141.447-15 |
election position held: |
Executive Officer |
date of election: |
3.21.2024 |
date that office was taken: |
|
start date of the first term of office if the administrator has been serving consecutive terms of office |
1.13.2022 |
Main professional
experiences during the last 5 years, highlighting positions and roles held:
|
i. at the issuer
and companies within its economic group:
|
·
Banco Bradesco S.A. Executive Officer
·
Fundação Bradesco Member of the Managing Board
|
ii. in companies
controlled by shareholders of the issuer who hold a direct or indirect ownership stake equal to or greater than 5% of the same class or
type of securities issued by the issuer: Regarding corporate shareholders, refer to item “i” above. Regarding individual
shareholders, there are no shareholders with ownership exceeding 5%.
|
JULIANO
RIBEIRO MARCILIO
data of birth: |
4.25.1973 |
profession: |
Banking Professional |
CPF No. (Tax ID) or Passport No.: |
253.578.878-02 |
election position held: |
Executive Officer |
date of election: |
3.21.2024 |
date that office was taken: |
|
start date of the first term of office if the administrator has been serving consecutive terms of office |
1.2.2020 |
Main professional
experiences during the last 5 years, highlighting positions and roles held:
|
i. at the issuer
and companies within its economic group:
|
·
Banco Bradesco S.A. Executive Officer
·
Bradesco Auto/RE Companhia de Seguros 3.27.2017 to 1.13.2020- Officer
·
Bradesco Capitalização S.A. 3.21.2017 to 1.13.2020 – Officer
·
Bradesco Saúde S.A. 4.27.2017 to 1.13.2020 – Officer
·
Bradesco Saúde – Operadora de Planos S.A. 6.5.2018 to 1.13.2020 – Officer
·
Bradesco Seguros S.A. 3.21.2017 to 1.13.2020 – Officer
·
Bradesco Vida e Previdência S.A. 3.22.2017 to 1.13.2020 – Officer
·
Bradseg Participações S.A. 3.20.2018 to 1.13.2020 – Officer
·
Mediservice – Administratora de Planos de Saúde S.A. 3.30.2017 to 1.13.2020 – Officer
·
Novamed Gestão de Clínicas Ltda. 4.25.2017 to 1.13.2020 – Officer
|
| |
188 – Reference Form – 2023 | |
| 7. Shareholders’ meeting and management |
| |
ii. in companies
controlled by shareholders of the issuer who hold a direct or indirect ownership stake equal to or greater than 5% of the same class or
type of securities issued by the issuer: Regarding corporate shareholders, refer to item “i” above. Regarding individual
shareholders, there are no shareholders with ownership exceeding 5%.
|
FERNANDO
FREIBERGER
data of birth: |
11.28.1971 |
profession: |
Banking Professional |
CPF No. (Tax ID) or Passport No.: |
732.669.659-49 |
election position held: |
Executive Officer |
date of election: |
3.21.2024 |
date that office was taken: |
|
start date of the first term of office if the administrator has been serving consecutive terms of office |
10.1.2016 |
Main professional
experiences during the last 5 years, highlighting positions and roles held:
|
i. at the issuer
and companies within its economic group:
|
·
Banco Bradesco S.A. Executive Officer
·
Fundação Bradesco Member of the Managing Board
|
ii. in companies
controlled by shareholders of the issuer who hold a direct or indirect ownership stake equal to or greater than 5% of the same class or
type of securities issued by the issuer: Regarding corporate shareholders, refer to item “i” above. Regarding individual
shareholders, there are no shareholders with ownership exceeding 5%.
|
JOSÉ
AUGUSTO RAMALHO MIRANDA
data of birth: |
1.28.1980 |
profession: |
Banking Professional |
CPF No. (Tax ID) or Passport No.: |
268.676.278-03 |
election position held: |
Executive Officer |
date of election: |
3.21.2024 |
date that office was taken: |
|
start date of the first term of office if the administrator has been serving consecutive terms of office |
12.11.2017 |
Main professional
experiences during the last 5 years, highlighting positions and roles held:
|
i. at the issuer
and companies within its economic group:
|
·
Banco Bradesco S.A. Executive Officer
·
Fundação Bradesco Member of the Managing Board
·
Banco Bradesco Europa S.A. Member of the Board of Directors
|
| |
189 – Reference Form – 2023 | |
| 7. Shareholders’ meeting and management |
| |
ii. in companies
controlled by shareholders of the issuer who hold a direct or indirect ownership stake equal to or greater than 5% of the same class or
type of securities issued by the issuer: Regarding corporate shareholders, refer to item “i” above. Regarding individual
shareholders, there are no shareholders with ownership exceeding 5%.
|
RENATA
GEISER MANTARRO
data of birth: |
8.27.1967 |
profession: |
Banking Professional |
CPF No. (Tax ID) or Passport No.: |
074.432.258-81 |
election position held: |
Executive Officer |
date of election: |
3.21.2024 |
date that office was taken: |
|
start date of the first term of office if the administrator has been serving consecutive terms of office |
1.2.2020 |
Main professional
experiences during the last 5 years, highlighting positions and roles held:
|
i. at the issuer
and companies within its economic group:
|
·
Banco Bradesco S.A. Executive Officer
·
Banco Bradesco Europa Member of the Board of Directors
·
Fundação Bradesco Member of the Managing Board
·
Banco Bradescard S.A. 1.2.2020 to 4.18.2022 – Officer
·
Banco Bradesco BBI S.A. 2.9.2018 to 4.18.2022 – Officer
·
Banco Bradesco BERJ S.A. 1.2.2020 to 4.18.2022 – Officer
·
Banco Bradesco Financiamentos S.A. 1.2.2019 to 4.18.2022 – Officer
·
Banco Losango S.A. – Banco Múltiplo 1.2.2020 to 4.18.2022 – Officer
·
BEM – Distribuidora de Títulos e Valores Mobiliários Ltda. 1.2.2020 to 4.18.2022 – Officer
·
Bradesco Administratora de Consórcios Ltda. 4.22.2020 to 4.18.2022 – Officer
·
Bradesco Leasing S.A. – Arrendamento Mercantil. 1.2.2020 to 5.6.2022 Officer.
·
Bradesco Asset Management S.A. DTVM 1.2.2020 to 3.4.2022 – Officer
·
Ágora Corretora de Títulos e Valores Mobiliários S.A. 2.1.2018 to 1.2.2020 – Officer
·
Bradesco S.A. Corretora de Títulos e Valores Mobiliários 2.1.2018 to 1.2.2020 – Officer
·
Kirton Bank S.A. – Banco
Múltiplo 7.31.2020 to 4.18.2022 – Officer
|
ii. in companies
controlled by shareholders of the issuer who hold a direct or indirect ownership stake equal to or greater than 5% of the same class or
type of securities issued by the issuer: Regarding corporate shareholders, refer to item “i” above. Regarding individual
shareholders, there are no shareholders with ownership exceeding 5%.
|
| |
190 – Reference Form – 2023 | |
| 7. Shareholders’ meeting and management |
| |
ANDRÉ
LUIS DUARTE DE OLIVEIRA
data of birth: |
12.17.1971 |
profession: |
Banking Professional |
CPF No. (Tax ID) or Passport No.: |
117.234.298-99 |
election position held: |
Executive Officer |
date of election: |
3.21.2024 |
date that office was taken: |
|
start date of the first term of office if the administrator has been serving consecutive terms of office |
5.6.2019 |
Main professional
experiences during the last 5 years, highlighting positions and roles held:
|
i. at the issuer
and companies within its economic group:
|
· Banco Bradesco S.A. Executive Officer |
ii. in companies
controlled by shareholders of the issuer who hold a direct or indirect ownership stake equal to or greater than 5% of the same class or
type of securities issued by the issuer: Regarding corporate shareholders, refer to item “i” above. Regarding individual
shareholders, there are no shareholders with ownership exceeding 5%.
|
CÍNTIA
SCOVINE BARCELOS DE SOUZA
data of birth: |
11.15.1972 |
profession: |
Engineer |
CPF No. (Tax ID) or Passport No.: |
028.069.117-37 |
election position held: |
Executive Officer |
date of election: |
3.21.2024 |
date that office was taken: |
|
start date of the first term of office if the administrator has been serving consecutive terms of office |
7.1.2021 |
Main professional
experiences during the last 5 years, highlighting positions and roles held:
|
i. at the issuer
and companies within its economic group:
|
· Banco Bradesco S.A. Executive Officer |
ii. in companies
controlled by shareholders of the issuer who hold a direct or indirect ownership stake equal to or greater than 5% of the same class or
type of securities issued by the issuer: Regarding corporate shareholders, refer to item “i” above. Regarding individual
shareholders, there are no shareholders with ownership exceeding 5%.
|
| |
191 – Reference Form – 2023 | |
| 7. Shareholders’ meeting and management |
| |
MARCOS
VALÉRIO TESCAROLO
data of birth: |
9.26.1964 |
profession: |
Banking Professional |
CPF No. (Tax ID) or Passport No.: |
085.195.768-42 |
election position held: |
Executive Officer |
date of election: |
3.21.2024 |
date that office was taken: |
|
start date of the first term of office if the administrator has been serving consecutive terms of office |
12.23.2020 |
Main professional
experiences during the last 5 years, highlighting positions and roles held:
|
i. at the issuer
and companies within its economic group:
|
·
Banco Bradesco S.A. Executive Officer
·
Banco Bradescard S.A. Officer
·
Banco Bradesco Financiamentos S.A. Executive Officer
·
Banco Losango S.A. – Banco Múltiplo Executive Officer
·
Bradesco Administratora de Consórcios Ltda. 1.2.2018 to 1.4.2021 – Officer
|
ii. in companies
controlled by shareholders of the issuer who hold a direct or indirect ownership stake equal to or greater than 5% of the same class or
type of securities issued by the issuer: Regarding corporate shareholders, refer to item “i” above. Regarding individual
shareholders, there are no shareholders with ownership exceeding 5%.
|
VINICIUS
URIAS FAVARÃO
data of birth: |
11.20.1974 |
profession: |
Banking Professional |
CPF No. (Tax ID) or Passport No.: |
177.975.708-50 |
election position held: |
Executive Officer |
date of election: |
3.21.2024 |
date that office was taken: |
5.2.2024 |
start date of the first term of office if the administrator has been serving consecutive terms of office |
2.6.2024 |
Main professional
experiences during the last 5 years, highlighting positions and roles held:
|
i. at the issuer
and companies within its economic group:
|
·
Banco Bradesco S.A. Executive Officer
·
Alelo Instituição de Pagamento S.A. Member of the Board of Directors
·
Banco Bradesco Financiamentos S.A. Officer
·
Banco Losango S.A. - Banco Múltiplo. Officer
·
Bradesco Holding de Investimentos S.A. Officer
·
Cielo S.A. - Instituição de Pagamento Member of the Board of Directors
·
Elo Participações LTDA. Chief Executive Officer
·
Kirton Bank S.A. - Banco Múltiplo Officer
·
Livelo S.A. Member of the Board of Directors
|
| |
192 – Reference Form – 2023 | |
| 7. Shareholders’ meeting and management |
| |
·
Fundação Bradesco 8.30.2019 to 1.4.2021 - Member of the Managing Board
·
Elo Serviços S.A. 5.27.2020 to 12.6.2021 - Member of the Board of Directors
·
BP Promotora de Vendas Ltda. 1.4.2021 to 10.31.2023 – Officer
·
Banco Digio S.A. 4.30.2019 to 3.25.2022 - Member of the Board of Directors
·
Banco Bradesco Cartões S.A. 2.1.2017 to 8.30.2019 – Officer
·
Banco Digio S.A. 4.30.2019 to 3.25.2022 - Member of the Board of Directors
·
Elo Serviços S.A. 5.27.2020 to 12.6.2021 - Member of the Board of Directors
·
Banco Bradescard S.A. 4.25.2017 to 2.8.2021 - Officer
|
ii. in companies
controlled by shareholders of the issuer who hold a direct or indirect ownership stake equal to or greater than 5% of the same class or
type of securities issued by the issuer: Regarding corporate shareholders, refer to item “i” above. Regarding individual
shareholders, there are no shareholders with ownership exceeding 5%.
|
SILVANA
ROSA MACHADO
data of birth: |
4.17.1970 |
profession: |
Banking Professional |
CPF No. (Tax ID) or Passport No.: |
132.005.388-21 |
election position held: |
Executive Officer |
date of election: |
4.30.2024 |
date that office was taken: |
|
start date of the first term of office if the administrator has been serving consecutive terms of office |
4.30.2024 |
Main professional
experiences during the last 5 years, highlighting positions and roles held:
|
i. at the issuer
and companies within its economic group:
|
·
Banco Bradesco S.A. Executive Officer
|
ii. in companies
controlled by shareholders of the issuer who hold a direct or indirect ownership stake equal to or greater than 5% of the same class or
type of securities issued by the issuer: Regarding corporate shareholders, refer to item “i” above. Regarding individual
shareholders, there are no shareholders with ownership exceeding 5%.
|
| |
193 – Reference Form – 2023 | |
| 7. Shareholders’ meeting and management |
| |
TÚLIO
XAVIER DE OLIVEIRA
data of birth: |
2.21.1981 |
profession: |
Banking Professional |
CPF No. (Tax ID) or Passport No.: |
220.506.758-36 |
election position held: |
Executive Officer |
date of election: |
4.30.2024 |
date that office was taken: |
|
start date of the first term of office if the administrator has been serving consecutive terms of office |
4.30.2024 |
Main professional
experiences during the last 5 years, highlighting positions and roles held:
|
i. at the issuer
and companies within its economic group:
|
·
Banco Bradesco S.A. Executive Officer
|
ii. in companies
controlled by shareholders of the issuer who hold a direct or indirect ownership stake equal to or greater than 5% of the same class or
type of securities issued by the issuer: Regarding corporate shareholders, refer to item “i” above. Regarding individual
shareholders, there are no shareholders with ownership exceeding 5%.
|
| |
194 – Reference Form – 2023 | |
| 7. Shareholders’ meeting and management |
| |
Term
of Office: Up until the first Meeting of the Board of Directors, which is to be held after the 2026 Annual Shareholders’ Meeting.
The term of office may be extended until the investiture of new Officers, who will be elected at the time.
Elected
by the controller: Yes
Independent
members: No
Description
of any of the following events that have occurred during the last 5 years:
| ii. | conviction in administrative proceedings of the CVM, of the Central Bank of Brazil or the Superintendence
of Private Insurance, and the penalties applied; |
| iii. | conviction judged in a court of last resort, in the judicial sphere or object of administrative final
decision, that has suspended or disabled it for the practice of any professional or commercial activity. |
None of
the members of the Board is involved in the convictions contained in items i, ii and iii above.
ADEMIR
APARECIDO CORREA JUNIOR
data of birth: |
7.11.1969 |
profession: |
Banking Professional |
CPF No. (Tax ID) or Passport No.: |
633.628.309-78 |
election position held: |
Officer |
date of election: |
3.21.2024 |
date that office was taken: |
|
start date of the first term of office if the administrator has been serving consecutive terms of office |
10.7.2016 |
Main professional
experiences during the last 5 years, highlighting positions and roles held:
|
i. at the issuer
and companies within its economic group:
|
·
Banco Bradesco S.A. Officer. From 10.7.2016 to 6.2.2019, he held the position of Regional Officer. From 6.3.2019 to 3.20.2024
- Department Officer
·
Bradesco Asset Management S.A. Distribuidora de Títulos e Valores Mobiliários Officer
·
Fundação Bradesco Member of the Managing Board
|
ii. in companies
controlled by shareholders of the issuer who hold a direct or indirect ownership stake equal to or greater than 5% of the same class or
type of securities issued by the issuer: Regarding corporate shareholders, refer to item “i” above. Regarding individual
shareholders, there are no shareholders with ownership exceeding 5%.
|
| |
195 – Reference Form – 2023 | |
| 7. Shareholders’ meeting and management |
| |
AFFONSO
CORREA TACIRO JUNIOR
data of birth: |
4.4.1971 |
profession: |
Banking Professional |
CPF No. (Tax ID) or Passport No.: |
125.725.268-24 |
election position held: |
Officer |
date of election: |
3.21.2024 |
date that office was taken: |
|
start date of the first term of office if the administrator has been serving consecutive terms of office |
6.15.2023 |
Main professional
experiences during the last 5 years, highlighting positions and roles held:
|
i. at the issuer
and companies within its economic group:
|
·
Banco Bradesco S.A. Officer
·
Banco Bradesco Financiamentos S.A. Officer
·
Banco Losango S.A. – Banco Múltiplo Officer
·
BEM – Distribuidora de Títulos e Valores Mobiliários Ltda. Officer |
ii. in companies
controlled by shareholders of the issuer who hold a direct or indirect ownership stake equal to or greater than 5% of the same class or
type of securities issued by the issuer: Regarding corporate shareholders, refer to item “i” above. Regarding individual
shareholders, there are no shareholders with ownership exceeding 5%.
|
AIRES
DONIZETE COELHO
data of birth: |
8.13.1964 |
profession: |
Banking Professional |
CPF No. (Tax ID) or Passport No.: |
025.919.518-96 |
election position held: |
Officer |
date of election: |
3.21.2024 |
date that office was taken: |
|
start date of the first term of office if the administrator has been serving consecutive terms of office |
4.20.2022 |
Main professional
experiences during the last 5 years, highlighting positions and roles held:
|
i. at the issuer
and companies within its economic group:
|
·
Banco Bradesco S.A. Officer
·
Banco Bradesco BERJ S.A. From 3.1.2019 to 3.31.2019, he held the position of Executive Superintendent |
ii. in companies
controlled by shareholders of the issuer who hold a direct or indirect ownership stake equal to or greater than 5% of the same class or
type of securities issued by the issuer: Regarding corporate shareholders, refer to item “i” above. Regarding individual
shareholders, there are no shareholders with ownership exceeding 5%.
|
| |
196 – Reference Form – 2023 | |
| 7. Shareholders’ meeting and management |
| |
ALESSANDRO
ZAMPIERI
data of birth: |
4.15.1971 |
profession: |
Banking Professional |
CPF No. (Tax ID) or Passport No.: |
133.066.828-61 |
election position held: |
Officer |
date of election: |
3.21.2024 |
date that office was taken: |
|
start date of the first term of office if the administrator has been serving consecutive terms of office |
6.1.2021 |
Main professional
experiences during the last 5 years, highlighting positions and roles held:
|
i. at the issuer
and companies within its economic group:
|
· Banco Bradesco S.A. Officer |
ii. in companies
controlled by shareholders of the issuer who hold a direct or indirect ownership stake equal to or greater than 5% of the same class or
type of securities issued by the issuer: Regarding corporate shareholders, refer to item “i” above. Regarding individual
shareholders, there are no shareholders with ownership exceeding 5%.
|
ALEXANDRE
CESAR PINHEIRO QUERCIA
data of birth: |
6.17.1972 |
profession: |
Banking Professional |
CPF No. (Tax ID) or Passport No.: |
126.285.468-76 |
election position held: |
Officer |
date of election: |
3.21.2024 |
date that office was taken: |
|
start date of the first term of office if the administrator has been serving consecutive terms of office |
7.11.2016 |
Main professional
experiences during the last 5 years, highlighting positions and roles held:
|
i. at the issuer
and companies within its economic group:
|
·
Banco Bradesco S.A. Officer
·
Fundação Bradesco Member of the Managing Board |
ii. in companies
controlled by shareholders of the issuer who hold a direct or indirect ownership stake equal to or greater than 5% of the same class or
type of securities issued by the issuer: Regarding corporate shareholders, refer to item “i” above. Regarding individual
shareholders, there are no shareholders with ownership exceeding 5%.
|
| |
197 – Reference Form – 2023 | |
| 7. Shareholders’ meeting and management |
| |
ALEXANDRE
PANICO
data of birth: |
4.7.1969 |
profession: |
Banking Professional |
CPF No. (Tax ID) or Passport No.: |
106.815.368-70 |
election position held: |
Officer |
date of election: |
3.21.2024 |
date that office was taken: |
|
start date of the first term of office if the administrator has been serving consecutive terms of office |
1.2.2019 |
Main professional
experiences during the last 5 years, highlighting positions and roles held:
|
i. at the issuer
and companies within its economic group:
|
·
Banco Bradesco S.A. Officer and Bradesco Corporate One Officer
·
Fundação Bradesco Member of the Managing Board |
ii. in companies
controlled by shareholders of the issuer who hold a direct or indirect ownership stake equal to or greater than 5% of the same class or
type of securities issued by the issuer: Regarding corporate shareholders, refer to item “i” above. Regarding individual
shareholders, there are no shareholders with ownership exceeding 5%.
|
ANDRÉ
BERNARDINO DA CRUZ FILHO
data of birth: |
6.11.1959 |
profession: |
Banking Professional |
CPF No. (Tax ID) or Passport No.: |
192.221.224-53 |
election position held: |
Officer |
date of election: |
3.21.2024 |
date that office was taken: |
|
start date of the first term of office if the administrator has been serving consecutive terms of office |
12.7.2009 |
Main professional
experiences during the last 5 years, highlighting positions and roles held:
|
i. at the issuer
and companies within its economic group:
|
·
Banco Bradesco S.A. Officer. From: 12.7.2009 to 3.20.2024, he held the position of Department Officer
·
Fundação Bradesco Member of the Managing Board
·
BEM – Distribuidora de Títulos e Valores Mobiliários Ltda. Officer
|
ii. in companies
controlled by shareholders of the issuer who hold a direct or indirect ownership stake equal to or greater than 5% of the same class or
type of securities issued by the issuer: Regarding corporate shareholders, refer to item “i” above. Regarding individual
shareholders, there are no shareholders with ownership exceeding 5%.
|
| |
198 – Reference Form – 2023 | |
| 7. Shareholders’ meeting and management |
| |
ANDRÉ
COSTA CARVALHO
data of birth: |
5.17.1972 |
profession: |
Economist |
CPF No. (Tax ID) or Passport No.: |
016.799.687-85 |
election position held: |
Officer and Investor Relations Officer |
date of election: |
3.21.2024 |
date that office was taken: |
4.24.2024 |
start date of the first term of office if the administrator has been serving consecutive terms of office |
2.6.2024 |
Main professional
experiences during the last 5 years, highlighting positions and roles held:
|
i. at the issuer
and companies within its economic group:
|
· Banco Bradesco S.A. Officer and Investor Relations Officer |
ii. in companies
controlled by shareholders of the issuer who hold a direct or indirect ownership stake equal to or greater than 5% of the same class or
type of securities issued by the issuer: Regarding corporate shareholders, refer to item “i” above. Regarding individual
shareholders, there are no shareholders with ownership exceeding 5%.
|
ANDRÉ
DAVID MARQUES
data of birth: |
4.13.1976 |
profession: |
Banking Professional |
CPF No. (Tax ID) or Passport No.: |
934.928.129-53 |
election position held: |
Officer |
date of election: |
3.21.2024 |
date that office was taken: |
|
start date of the first term of office if the administrator has been serving consecutive terms of office |
12.10.2020 |
Main professional
experiences during the last 5 years, highlighting positions and roles held:
|
i. at the issuer
and companies within its economic group:
|
·
Banco Bradesco S.A. Officer
·
Fundação Bradesco 12.10.2020 to 4.28.2021 Member of the Managing Board |
ii. in companies
controlled by shareholders of the issuer who hold a direct or indirect ownership stake equal to or greater than 5% of the same class or
type of securities issued by the issuer: Regarding corporate shareholders, refer to item “i” above. Regarding individual
shareholders, there are no shareholders with ownership exceeding 5%.
|
| |
199 – Reference Form – 2023 | |
| 7. Shareholders’ meeting and management |
| |
ANDRÉ
FERREIRA GOMES
data of birth: |
7.18.1968 |
profession: |
Banking Professional |
CPF No. (Tax ID) or Passport No.: |
059.012.418-86 |
election position held: |
Officer |
date of election: |
3.21.2024 |
date that office was taken: |
|
start date of the first term of office if the administrator has been serving consecutive terms of office |
12.9.2013 |
Main professional
experiences during the last 5 years, highlighting positions and roles held:
|
i. at the issuer
and companies within its economic group:
|
·
Banco Bradesco S.A. Officer
·
Fundação Bradesco Member of the Managing Board
·
Bradesco Asset Management S.A. Distribuidora de Títulos e Valores Mobiliários 4.30.2018 to 1.14.2019 –
Officer
|
ii. in companies
controlled by shareholders of the issuer who hold a direct or indirect ownership stake equal to or greater than 5% of the same class or
type of securities issued by the issuer: Regarding corporate shareholders, refer to item “i” above. Regarding individual
shareholders, there are no shareholders with ownership exceeding 5%.
|
ANTONIO
CAMPANHA JUNIOR
data of birth: |
9.9.1975 |
profession: |
Banking Professional |
CPF No. (Tax ID) or Passport No.: |
167.477.158-45 |
election position held: |
Officer |
date of election: |
3.21.2024 |
date that office was taken: |
|
start date of the first term of office if the administrator has been serving consecutive terms of office |
6.15.2023 |
Main professional
experiences during the last 5 years, highlighting positions and roles held:
|
i. at the issuer
and companies within its economic group:
|
·
Banco Bradesco S.A. Officer
·
Banco Bradesco Financiamentos S.A. Officer
·
Banco Losango S.A. – Banco Múltiplo Officer
·
BEM – Distribuidora de Títulos e Valores Mobiliários Ltda. Officer |
ii. in companies
controlled by shareholders of the issuer who hold a direct or indirect ownership stake equal to or greater than 5% of the same class or
type of securities issued by the issuer: Regarding corporate shareholders, refer to item “i” above. Regarding individual
shareholders, there are no shareholders with ownership exceeding 5%. |
| |
200 – Reference Form – 2023 | |
| 7. Shareholders’ meeting and management |
| |
ANTONIO
DAISSUKE TOKURIKI
data of birth: |
12.3.1968 |
profession: |
Banking Professional |
CPF No. (Tax ID) or Passport No.: |
112.458.198-79 |
election position held: |
Officer |
date of election: |
3.21.2024 |
date that office was taken: |
|
start date of the first term of office if the administrator has been serving consecutive terms of office |
3.17.2014 |
Main professional
experiences during the last 5 years, highlighting positions and roles held:
|
i. at the issuer
and companies within its economic group:
|
·
Banco Bradesco S.A. Officer
·
Fundação Bradesco Member of the Managing Board
|
ii. in companies
controlled by shareholders of the issuer who hold a direct or indirect ownership stake equal to or greater than 5% of the same class or
type of securities issued by the issuer: Regarding corporate shareholders, refer to item “i” above. Regarding individual
shareholders, there are no shareholders with ownership exceeding 5%.
|
BRÁULIO
MIRANDA OLIVEIRA
data of birth: |
7.8.1976 |
profession: |
Banking Professional |
CPF No. (Tax ID) or Passport No.: |
941.945.726-53 |
election position held: |
Officer |
date of election: |
3.21.2024 |
date that office was taken: |
|
start date of the first term of office if the administrator has been serving consecutive terms of office |
6.15.2023 |
Main professional
experiences during the last 5 years, highlighting positions and roles held:
|
i. at the issuer
and companies within its economic group:
|
· Banco Bradesco S.A. Officer |
ii. in companies
controlled by shareholders of the issuer who hold a direct or indirect ownership stake equal to or greater than 5% of the same class or
type of securities issued by the issuer: Regarding corporate shareholders, refer to item “i” above. Regarding individual
shareholders, there are no shareholders with ownership exceeding 5%.
|
| |
201 – Reference Form – 2023 | |
| 7. Shareholders’ meeting and management |
| |
BRUNO
FUNCHAL
data of birth: |
12.11.1978 |
profession: |
Banking Professional |
CPF No. (Tax ID) or Passport No.: |
082.654.487-83 |
election position held: |
Officer |
date of election: |
3.21.2024 |
date that office was taken: |
|
start date of the first term of office if the administrator has been serving consecutive terms of office |
1.10.2024 |
Main professional
experiences during the last 5 years, highlighting positions and roles held:
|
i. at the issuer and companies within its economic group: |
·
Banco Bradesco S.A. Officer
·
BRAM – Bradesco Asset Management S.A. Distribuidora de Títulos e Valores Mobiliários 5.2.2022 to 1.9.2024
– Officer
|
ii. in companies
controlled by shareholders of the issuer who hold a direct or indirect ownership stake equal to or greater than 5% of the same class or
type of securities issued by the issuer: Regarding corporate shareholders, refer to item “i” above. Regarding individual
shareholders, there are no shareholders with ownership exceeding 5%.
|
CARLOS
HENRIQUE VILLELA PEDRAS
data of birth: |
9.20.1971 |
profession: |
Banking Professional |
CPF No. (Tax ID) or Passport No.: |
011.710.097-80 |
election position held: |
Officer |
date of election: |
3.21.2024 |
date that office was taken: |
|
start date of the first term of office if the administrator has been serving consecutive terms of office |
1.2.2017 |
Main professional
experiences during the last 5 years, highlighting positions and roles held:
|
i. at the issuer
and companies within its economic group:
|
·
Banco Bradesco S.A. Officer
·
Fundação Bradesco Member of the Managing Board |
ii. in companies
controlled by shareholders of the issuer who hold a direct or indirect ownership stake equal to or greater than 5% of the same class or
type of securities issued by the issuer: Regarding corporate shareholders, refer to item “i” above. Regarding individual
shareholders, there are no shareholders with ownership exceeding 5%.
|
| |
202 – Reference Form – 2023 | |
| 7. Shareholders’ meeting and management |
| |
CARLOS
LEIBOWICZ
data of birth: |
12.31.1970 |
profession: |
Banking Professional |
CPF No. (Tax ID) or Passport No.: |
225.472.338-35 |
election position held: |
Officer |
date of election: |
3.21.2024 |
date that office was taken: |
|
start date of the first term of office if the administrator has been serving consecutive terms of office |
10.7.2016 |
Main professional
experiences during the last 5 years, highlighting positions and roles held:
|
i. at the issuer
and companies within its economic group:
|
·
Banco Bradesco S.A. Officer
|
ii. in companies
controlled by shareholders of the issuer who hold a direct or indirect ownership stake equal to or greater than 5% of the same class or
type of securities issued by the issuer: Regarding corporate shareholders, refer to item “i” above. Regarding individual
shareholders, there are no shareholders with ownership exceeding 5%.
|
CARLOS
WAGNER FIRETTI
data of birth: |
11.5.1968 |
profession: |
Banking Professional |
CPF No. (Tax ID) or Passport No.: |
116.362.538-81 |
election position held: |
Officer |
date of election: |
3.21.2024 |
date that office was taken: |
|
start date of the first term of office if the administrator has been serving consecutive terms of office |
2.4.2015 |
Main professional
experiences during the last 5 years, highlighting positions and roles held:
|
i. at the issuer
and companies within its economic group:
|
·
Banco Bradesco S.A. Officer
·
Fundação Bradesco Member of the Managing Board
·
Bradesco Leasing S.A. – Arrendamento Mercantil Officer
·
NCF Participações S.A. Deputy Officer
|
ii. in companies
controlled by shareholders of the issuer who hold a direct or indirect ownership stake equal to or greater than 5% of the same class or
type of securities issued by the issuer: Regarding corporate shareholders, refer to item “i” above. Regarding individual
shareholders, there are no shareholders with ownership exceeding 5%.
|
| |
203 – Reference Form – 2023 | |
| 7. Shareholders’ meeting and management |
| |
CLAYTON
NEVES XAVIER
data of birth: |
12.3.1972 |
profession: |
Banking Professional |
CPF No. (Tax ID) or Passport No.: |
103.750.518-21 |
election position held: |
Officer |
date of election: |
3.21.2024 |
date that office was taken: |
|
start date of the first term of office if the administrator has been serving consecutive terms of office |
2.8.2022 |
Main professional
experiences during the last 5 years, highlighting positions and roles held:
|
i. at the issuer
and companies within its economic group:
|
·
Banco Bradesco S.A. Officer
·
Banco Bradescard S.A. Officer
·
Banco Bradesco BBI S.A. Officer
·
Banco Bradesco BERJ S.A. Officer
·
Banco Bradesco Financiamentos S.A. Officer
·
Banco Digio S.A. Officer
·
Banco Losango S.A. – Banco Múltiplo Officer
·
BEM – Distribuidora de Títulos e Valores Mobiliários Ltda. Officer
·
Bitz Instituição de Pagamento S.A. Officer
·
Bradesco Administratora de Consórcios Ltda. Officer
·
Bradesco Leasing S.A. – Arrendamento Mercantil Officer
·
Bradesco Asset Management S.A. Distribuidora de Títulos e Valores Mobiliários Officer
·
Elo Participações Ltda. Effective Member of the Compliance Committee
·
Kirton Bank S.A. – Banco Múltiplo Officer
·
Bradespar S.A. 4.29.2013 to 4.29.2022 – Alternate Member of the Fiscal Council
|
ii. in companies
controlled by shareholders of the issuer who hold a direct or indirect ownership stake equal to or greater than 5% of the same class or
type of securities issued by the issuer: Regarding corporate shareholders, refer to item “i” above. Regarding individual
shareholders, there are no shareholders with ownership exceeding 5%.
|
CRISTINA
COELHO DE ABREU PINNA
data of birth: |
9.23.1971 |
profession: |
Banking Professional |
CPF No. (Tax ID) or Passport No.: |
165.131.368-73 |
election position held: |
Officer |
date of election: |
3.21.2024 |
date that office was taken: |
|
start date of the first term of office if the administrator has been serving consecutive terms of office |
2.3.2021 |
| |
204 – Reference Form – 2023 | |
| 7. Shareholders’ meeting and management |
| |
Main professional
experiences during the last 5 years, highlighting positions and roles held:
|
i. at the issuer
and companies within its economic group:
|
·
Banco Bradesco S.A. Officer
|
ii. in companies
controlled by shareholders of the issuer who hold a direct or indirect ownership stake equal to or greater than 5% of the same class or
type of securities issued by the issuer: Regarding corporate shareholders, refer to item “i” above. Regarding individual
shareholders, there are no shareholders with ownership exceeding 5%.
|
CURT
CORTESE ZIMMERMANN
data of birth: |
12.7.1970 |
profession: |
Business Administrator |
CPF No. (Tax ID) or Passport No.: |
553.914.780-49 |
election position held: |
Officer |
date of election: |
3.21.2024 |
date that office was taken: |
|
start date of the first term of office if the administrator has been serving consecutive terms of office |
3.21.2024 |
Main professional
experiences during the last 5 years, highlighting positions and roles held:
|
i. at the issuer
and companies within its economic group:
|
·
Banco Bradesco S.A. Officer
·
Bitz Instituição de Pagamento S.A. General Officer
·
Next Tecnologia e Serviços Digitais S.A. Officer
·
Bradesco Auto/RE Companhia de Seguros From 3.27.2017 to 4.30.2024, he held the position of Managing Officer
·
Bradesco Capitalização S.A. From 3.21.2017 to 4.30.2022, he held the position of Managing Officer
·
Bradesco Saúde – Operadora de Planos S.A. From 6.5.2018 to 4.30.2020, he held the position of Managing Officer
·
Bradesco SegPrev Investimentos Ltda. From 4.24.2017 to 4.29.2020, he held the position of Managing Officer
·
Bradesco Seguros S.A. From 11.14.2016 to 3.30.2020, he held the position of Managing Officer
·
Bradesco Vida e Previdência S.A.
From 3.22.2017 to 3.30.2020, he held the position of Managing Officer
·
Bradseg Participações S.A. From 10.10.2016 to 7.20.2020, he
held the position of Managing Officer
·
Mediservice – Administradora de Planos de Saúde S.A. From 3.30.2017 to 4.29.2020, he held the position of Managing
Officer
·
Novamed Gestão de Clínicas Ltda. From 4.25.2017 to 4.27.2020, he held the position of Managing Officer
|
ii. in companies
controlled by shareholders of the issuer who hold a direct or indirect ownership stake equal to or greater than 5% of the same class or
type of securities issued by the issuer: Regarding corporate shareholders, refer to item “i” above. Regarding individual
shareholders, there are no shareholders with ownership exceeding 5%.
|
| |
205 – Reference Form – 2023 | |
| 7. Shareholders’ meeting and management |
| |
DANIELA
PINHEIRO DE CASTRO
data of birth: |
4.4.1973 |
profession: |
Banking Professional |
CPF No. (Tax ID) or Passport No.: |
157.008.458-06 |
election position held: |
Officer |
date of election: |
3.21.2024 |
date that office was taken: |
|
start date of the first term of office if the administrator has been serving consecutive terms of office |
10.20.2022 |
Main professional
experiences during the last 5 years, highlighting positions and roles held:
|
i. at the issuer
and companies within its economic group:
|
·
Banco Bradesco S.A. Officer
|
ii. in companies
controlled by shareholders of the issuer who hold a direct or indirect ownership stake equal to or greater than 5% of the same class or
type of securities issued by the issuer: Regarding corporate shareholders, refer to item “i” above. Regarding individual
shareholders, there are no shareholders with ownership exceeding 5%.
|
DANILO
LUIS DAMASCENO
data of birth: |
2.25.1977 |
profession: |
Banking Professional |
CPF No. (Tax ID) or Passport No.: |
200.051.688-21 |
election position held: |
Officer |
date of election: |
3.21.2024 |
date that office was taken: |
|
start date of the first term of office if the administrator has been serving consecutive terms of office |
7.1.2023 |
Main professional
experiences during the last 5 years, highlighting positions and roles held:
|
i. at the issuer
and companies within its economic group:
|
·
Banco Bradesco S.A. Officer
·
Banco Bradesco Financiamentos S.A. Officer
·
Banco Losango S.A. – Banco Múltiplo Officer
·
BEM – Distribuidora de Títulos e Valores Mobiliários Ltda. Officer |
ii. in companies
controlled by shareholders of the issuer who hold a direct or indirect ownership stake equal to or greater than 5% of the same class or
type of securities issued by the issuer: Regarding corporate shareholders, refer to item “i” above. Regarding individual
shareholders, there are no shareholders with ownership exceeding 5%.
|
| |
206 – Reference Form – 2023 | |
| 7. Shareholders’ meeting and management |
| |
FABIO
SUZIGAN DRAGONE
data of birth: |
5.21.1981 |
profession: |
Banking Professional |
CPF No. (Tax ID) or Passport No.: |
219.133.838-06 |
election position held: |
Officer |
date of election: |
3.21.2024 |
date that office was taken: |
|
start date of the first term of office if the administrator has been serving consecutive terms of office |
8.1.2023 |
Main professional
experiences during the last 5 years, highlighting positions and roles held:
|
i. at the issuer
and companies within its economic group:
|
·
Banco Bradesco S.A. Officer
·
Bradesco Seguros S.A. From 12.21.2018 to 7.31.2023, he held the position of Officer
·
Bradseg Participações S.A. From 11.1.2018 to 1.7.2019, he held the position of Officer
|
ii. in companies
controlled by shareholders of the issuer who hold a direct or indirect ownership stake equal to or greater than 5% of the same class or
type of securities issued by the issuer: Regarding corporate shareholders, refer to item “i” above. Regarding individual
shareholders, there are no shareholders with ownership exceeding 5%.
|
FERNANDO
ANTÔNIO TENÓRIO
data of birth: |
6.13.1961 |
profession: |
Banking Professional |
CPF No. (Tax ID) or Passport No.: |
226.475.114-20 |
election position held: |
Officer |
date of election: |
3.21.2024 |
date that office was taken: |
|
start date of the first term of office if the administrator has been serving consecutive terms of office |
3.10.2005 |
Main professional
experiences during the last 5 years, highlighting positions and roles held:
|
i. at the issuer
and companies within its economic group:
|
·
Banco Bradesco S.A. Officer
·
Fundação Bradesco Member of the Managing Board
|
ii. in companies
controlled by shareholders of the issuer who hold a direct or indirect ownership stake equal to or greater than 5% of the same class or
type of securities issued by the issuer: Regarding corporate shareholders, refer to item “i” above. Regarding individual
shareholders, there are no shareholders with ownership exceeding 5%.
|
| |
207 – Reference Form – 2023 | |
| 7. Shareholders’ meeting and management |
| |
FERNANDO
HONORATO BARBOSA
data of birth: |
4.24.1979 |
profession: |
Banking Professional |
CPF No. (Tax ID) or Passport No.: |
213.131.738-78 |
election position held: |
Officer |
date of election: |
3.21.2024 |
date that office was taken: |
|
start date of the first term of office if the administrator has been serving consecutive terms of office |
1.2.2017 |
Main professional
experiences during the last 5 years, highlighting positions and roles held:
|
i. at the issuer
and companies within its economic group:
|
·
Banco Bradesco S.A. Officer
·
Fundação Bradesco Member of the Managing Board
|
ii. in companies
controlled by shareholders of the issuer who hold a direct or indirect ownership stake equal to or greater than 5% of the same class or
type of securities issued by the issuer: Regarding corporate shareholders, refer to item “i” above. Regarding individual
shareholders, there are no shareholders with ownership exceeding 5%.
|
FRANCISCO
ARMANDO ARANDA
data of birth: |
6.2.1981 |
profession: |
Banking Professional |
CPF No. (Tax ID) or Passport No.: |
032.952.429-17 |
election position held: |
Officer |
date of election: |
3.21.2024 |
date that office was taken: |
|
start date of the first term of office if the administrator has been serving consecutive terms of office |
2.16.2022 |
Main professional
experiences during the last 5 years, highlighting positions and roles held:
|
i. at the issuer
and companies within its economic group:
|
·
Banco Bradesco S.A. Officer
|
ii. in companies
controlled by shareholders of the issuer who hold a direct or indirect ownership stake equal to or greater than 5% of the same class or
type of securities issued by the issuer: Regarding corporate shareholders, refer to item “i” above. Regarding individual
shareholders, there are no shareholders with ownership exceeding 5%.
|
| |
208 – Reference Form – 2023 | |
| 7. Shareholders’ meeting and management |
| |
JEFERSON
RICARDO GARCIA HONORATO
data of birth: |
8.31.1972 |
profession: |
Banking Professional |
CPF No. (Tax ID) or Passport No.: |
129.380.218-28 |
election position held: |
Officer |
date of election: |
3.21.2024 |
date that office was taken: |
|
start date of the first term of office if the administrator has been serving consecutive terms of office |
1.2.2019 |
Main professional
experiences during the last 5 years, highlighting positions and roles held:
|
i. at the issuer
and companies within its economic group:
|
·
Banco Bradesco S.A. Officer
·
Fundação Bradesco Member of the Managing Board
·
Next Tecnologia e Serviços Digitais S.A. Officer
|
ii. in companies
controlled by shareholders of the issuer who hold a direct or indirect ownership stake equal to or greater than 5% of the same class or
type of securities issued by the issuer: Regarding corporate shareholders, refer to item “i” above. Regarding individual
shareholders, there are no shareholders with ownership exceeding 5%.
|
JOSÉ
GOMES FERNANDES
data of birth: |
3.27.1960 |
profession: |
Banking Professional |
CPF No. (Tax ID) or Passport No.: |
135.834.253-91 |
election position held: |
Officer |
date of election: |
3.21.2024 |
date that office was taken: |
|
start date of the first term of office if the administrator has been serving consecutive terms of office |
2.1.2018 |
Main professional
experiences during the last 5 years, highlighting positions and roles held:
|
i. at the issuer
and companies within its economic group:
|
·
Banco Bradesco S.A. Officer
·
Fundação Bradesco Member of the Managing Board
·
Banco Bradesco BBI S.A. Officer
·
Banco Bradesco Financiamentos S.A. Officer
·
Banco Losango S.A. – Banco Múltiplo Officer
·
Bradesco Administratora de Consórcios Ltda. Officer
·
Banco Bradesco BERJ S.A. Officer
·
Bradesco Leasing S.A. – Arrendamento Mercantil Officer
·
Bradesco Asset Management S.A. Distribuidora de Títulos e Valores Mobiliários Officer
·
Kirton Bank S.A. – Banco Múltiplo Officer
·
BEM – Distribuidora de Títulos e Valores Mobiliários Ltda. Officer
|
| |
209 – Reference Form – 2023 | |
| 7. Shareholders’ meeting and management |
| |
·
Banco Bradescard S.A. Officer
·
Banco Digio S.A. Officer
·
Bitz Instituição de Pagamento S.A. Officer
|
ii. in companies
controlled by shareholders of the issuer who hold a direct or indirect ownership stake equal to or greater than 5% of the same class or
type of securities issued by the issuer: Regarding corporate shareholders, refer to item “i” above. Regarding individual
shareholders, there are no shareholders with ownership exceeding 5%.
|
JOSÉ
LEANDRO BORGES
data of birth: |
4.3.1970 |
profession: |
Banking Professional |
CPF No. (Tax ID) or Passport No.: |
135.349.248-60 |
election position held: |
Officer |
date of election: |
3.21.2024 |
date that office was taken: |
|
start date of the first term of office if the administrator has been serving consecutive terms of office |
1.2.2019 |
Main professional
experiences during the last 5 years, highlighting positions and roles held:
|
i. at the issuer
and companies within its economic group:
|
·
Banco Bradesco S.A. Officer
·
Fundação Bradesco Member of the Managing Board
|
ii. in companies
controlled by shareholders of the issuer who hold a direct or indirect ownership stake equal to or greater than 5% of the same class or
type of securities issued by the issuer: Regarding corporate shareholders, refer to item “i” above. Regarding individual
shareholders, there are no shareholders with ownership exceeding 5%.
|
JULIANA
LAHAM
data of birth: |
4.2.1976 |
profession: |
Banking Professional |
CPF No. (Tax ID) or Passport No.: |
279.737.268-96 |
election position held: |
Officer |
date of election: |
3.21.2024 |
date that office was taken: |
|
start date of the first term of office if the administrator has been serving consecutive terms of office |
11.1.2022 |
| |
210 – Reference Form – 2023 | |
| 7. Shareholders’ meeting and management |
| |
Main professional
experiences during the last 5 years, highlighting positions and roles held:
|
i. at the issuer
and companies within its economic group:
|
·
Banco Bradesco S.A. Officer
|
ii. in companies
controlled by shareholders of the issuer who hold a direct or indirect ownership stake equal to or greater than 5% of the same class or
type of securities issued by the issuer: Regarding corporate shareholders, refer to item “i” above. Regarding individual
shareholders, there are no shareholders with ownership exceeding 5%.
|
JULIO
CARDOSO PAIXÃO
data of birth: |
12.5.1977 |
profession: |
Banking Professional |
CPF No. (Tax ID) or Passport No.: |
212.782.698-19 |
election position held: |
Officer |
date of election: |
3.21.2024 |
date that office was taken: |
|
start date of the first term of office if the administrator has been serving consecutive terms of office |
6.14.2018 |
Main professional
experiences during the last 5 years, highlighting positions and roles held:
|
i. at the issuer
and companies within its economic group:
|
·
Banco Bradesco S.A. Officer
·
Fundação Bradesco Member of the Managing Board
·
Elo Serviços S.A. 5.11.2016 to 7.18.2019 – Alternate Member of the Credit Committee
·
Bradesco Leasing S.A. – Arrendamento Mercantil Officer
|
ii. in companies
controlled by shareholders of the issuer who hold a direct or indirect ownership stake equal to or greater than 5% of the same class or
type of securities issued by the issuer: Regarding corporate shareholders, refer to item “i” above. Regarding individual
shareholders, there are no shareholders with ownership exceeding 5%.
|
JÚLIO
CÉSAR DE ALMEIDA GUEDES
data of birth: |
12.20.1972 |
profession: |
Banking Professional |
CPF No. (Tax ID) or Passport No.: |
212.479.348-96 |
election position held: |
Officer |
date of election: |
4.30.2024 |
date that office was taken: |
|
start date of the first term of office if the administrator has been serving consecutive terms of office |
4.30.2024 |
| |
211 – Reference Form – 2023 | |
| 7. Shareholders’ meeting and management |
| |
Main professional
experiences during the last 5 years, highlighting positions and roles held:
|
i. at the issuer
and companies within its economic group:
|
· Banco Bradesco S.A. Officer |
ii. in companies
controlled by shareholders of the issuer who hold a direct or indirect ownership stake equal to or greater than 5% of the same class or
type of securities issued by the issuer: Regarding corporate shareholders, refer to item “i” above. Regarding individual
shareholders, there are no shareholders with ownership exceeding 5%.
|
JÚLIO
CESAR JOAQUIM
data of birth: |
10.11.1975 |
profession: |
Banking Professional |
CPF No. (Tax ID) or Passport No.: |
178.193.728-18 |
election position held: |
Officer |
date of election: |
3.21.2024 |
date that office was taken: |
|
start date of the first term of office if the administrator has been serving consecutive terms of office |
1.2.2020 |
Main professional
experiences during the last 5 years, highlighting positions and roles held:
|
i. at the issuer
and companies within its economic group:
|
·
Banco Bradesco S.A. Officer
·
Fundação Bradesco Member of the Managing Board
·
Elo Participações Ltda. Effective Member of the Credit Committee |
ii. in companies
controlled by shareholders of the issuer who hold a direct or indirect ownership stake equal to or greater than 5% of the same class or
type of securities issued by the issuer: Regarding corporate shareholders, refer to item “i” above. Regarding individual
shareholders, there are no shareholders with ownership exceeding 5%.
|
LAYETTE
LAMARTINE AZEVEDO JUNIOR
data of birth: |
8.18.1961 |
profession: |
Banking Professional |
CPF No. (Tax ID) or Passport No.: |
337.092.034-49 |
election position held: |
Officer |
date of election: |
3.21.2024 |
date that office was taken: |
|
start date of the first term of office if the administrator has been serving consecutive terms of office |
6.1.2011 |
| |
212 – Reference Form – 2023 | |
| 7. Shareholders’ meeting and management |
| |
Main professional
experiences during the last 5 years, highlighting positions and roles held:
|
i. at the issuer
and companies within its economic group:
|
·
Banco Bradesco S.A. Officer
·
Fundação Bradesco Member of the Managing Board |
ii. in companies
controlled by shareholders of the issuer who hold a direct or indirect ownership stake equal to or greater than 5% of the same class or
type of securities issued by the issuer: Regarding corporate shareholders, refer to item “i” above. Regarding individual
shareholders, there are no shareholders with ownership exceeding 5%.
|
LEANDRO
JOSÉ DINIZ
data of birth: |
11.2.1966 |
profession: |
Banking Professional |
CPF No. (Tax ID) or Passport No.: |
062.643.218-93 |
election position held: |
Officer |
date of election: |
3.21.2024 |
date that office was taken: |
|
start date of the first term of office if the administrator has been serving consecutive terms of office |
1.3.2012 |
Main professional
experiences during the last 5 years, highlighting positions and roles held:
|
i. at the issuer
and companies within its economic group:
|
·
Banco Bradesco S.A. Officer
·
Fundação Bradesco Member of the Managing Board
·
Bradesco Leasing S.A. – Arrendamento Mercantil 4.18.2019 to 5.6.2022 – Officer |
ii. in companies
controlled by shareholders of the issuer who hold a direct or indirect ownership stake equal to or greater than 5% of the same class or
type of securities issued by the issuer: Regarding corporate shareholders, refer to item “i” above. Regarding individual
shareholders, there are no shareholders with ownership exceeding 5%. |
LEANDRO
KARAM CORREA LEITE
data of birth: |
10.29.1979 |
profession: |
Banking Professional |
CPF No. (Tax ID) or Passport No.: |
273.746.958-96 |
election position held: |
Officer |
date of election: |
3.21.2024 |
date that office was taken: |
|
start date of the first term of office if the administrator has been serving consecutive terms of office |
11.1.2022 |
| |
213 – Reference Form – 2023 | |
| 7. Shareholders’ meeting and management |
| |
Main professional
experiences during the last 5 years, highlighting positions and roles held:
|
i. at the issuer
and companies within its economic group:
|
·
Banco Bradesco S.A. Officer
|
ii. in companies
controlled by shareholders of the issuer who hold a direct or indirect ownership stake equal to or greater than 5% of the same class or
type of securities issued by the issuer: Regarding corporate shareholders, refer to item “i” above. Regarding individual
shareholders, there are no shareholders with ownership exceeding 5%.
|
LUIS
CLAUDIO DE FREITAS COELHO PEREIRA
data of birth: |
8.6.1972 |
profession: |
Business Administrator |
CPF No. (Tax ID) or Passport No.: |
147.503.068-19 |
election position held: |
Officer |
date of election: |
3.21.2024 |
date that office was taken: |
|
start date of the first term of office if the administrator has been serving consecutive terms of office |
3.21.2024 |
Main professional
experiences during the last 5 years, highlighting positions and roles held:
|
i. at the issuer
and companies within its economic group:
|
·
Banco Bradesco S.A. Officer
·
BEM – Distribuidora de Títulos e Valores Mobiliários Ltda. Officer
·
Ágora Corretora de Títulos e Valores Mobiliários Ltda. From 1.4.2021 to 3.21.2024, he held the position
of General Officer
·
Bradesco S.A. Corretora de Títulos e Valores Mobiliários From 9.29.2017 to 3.21.2024, he held the position
of Officer
|
ii. in companies
controlled by shareholders of the issuer who hold a direct or indirect ownership stake equal to or greater than 5% of the same class or
type of securities issued by the issuer: Regarding corporate shareholders, refer to item “i” above. Regarding individual
shareholders, there are no shareholders with ownership exceeding 5%.
|
LUIZ
PHILIPE ROXO BIOLCHINI
data of birth: |
7.7.1969 |
profession: |
Banking Professional |
CPF No. (Tax ID) or Passport No.: |
011.675.837-60 |
election position held: |
Officer |
date of election: |
3.21.2024 |
date that office was taken: |
|
start date of the first term of office if the administrator has been serving consecutive terms of office |
1.10.2024 |
| |
214 – Reference Form – 2023 | |
| 7. Shareholders’ meeting and management |
| |
Main professional
experiences during the last 5 years, highlighting positions and roles held:
|
i. at the issuer and companies within its economic group: |
·
Banco Bradesco S.A. Officer
·
BRAM – Bradesco Asset Management S.A. Distribuidora de Títulos e Valores Mobiliários 7.5.2021
to 1.9.2024 – Officer
|
ii. in companies
controlled by shareholders of the issuer who hold a direct or indirect ownership stake equal to or greater than 5% of the same class or
type of securities issued by the issuer: Regarding corporate shareholders, refer to item “i” above. Regarding individual
shareholders, there are no shareholders with ownership exceeding 5%.
|
MANOEL
GUEDES DE ARAUJO NETO
data of birth: |
10.1.1966 |
profession: |
Banking Professional |
CPF No. (Tax ID) or Passport No.: |
387.789.395-34 |
election position held: |
Officer |
date of election: |
3.21.2024 |
date that office was taken: |
|
start date of the first term of office if the administrator has been serving consecutive terms of office |
1.2.2017 |
Main professional
experiences during the last 5 years, highlighting positions and roles held:
|
i. at the issuer
and companies within its economic group:
|
·
Banco Bradesco S.A. Officer
·
Fundação Bradesco Member of the Managing Board |
ii. in companies
controlled by shareholders of the issuer who hold a direct or indirect ownership stake equal to or greater than 5% of the same class or
type of securities issued by the issuer: Regarding corporate shareholders, refer to item “i” above. Regarding individual
shareholders, there are no shareholders with ownership exceeding 5%.
|
MARCELO
SARNO PASQUINI
data of birth: |
11.2.1973 |
profession: |
Banking Professional |
CPF No. (Tax ID) or Passport No.: |
173.318.958-00 |
election position held: |
Officer |
date of election: |
3.21.2024 |
date that office was taken: |
|
start date of the first term of office if the administrator has been serving consecutive terms of office |
10.20.2022 |
| |
215 – Reference Form – 2023 | |
| 7. Shareholders’ meeting and management |
| |
Main professional
experiences during the last 5 years, highlighting positions and roles held:
|
i. at the issuer
and companies within its economic group:
|
·
Banco Bradesco S.A. Officer
·
Cielo S.A. Full Member of the Sustainability Committee
ii. in companies
controlled by shareholders of the issuer who hold a direct or indirect ownership stake equal to or greater than 5% of the same class or
type of securities issued by the issuer: Regarding corporate shareholders, refer to item “i” above. Regarding individual
shareholders, there are no shareholders with ownership exceeding 5%.
|
MARCOS
DANIEL BOLL
data of birth: |
4.11.1972 |
profession: |
Banking Professional |
CPF No. (Tax ID) or Passport No.: |
829.357.189-68 |
election position held: |
Officer, in addition to performing the role of Ombudsman |
date of election: |
3.21.2024 |
date that office was taken: |
|
start date of the first term of office if the administrator has been serving consecutive terms of office |
1.2.2019 |
Main professional
experiences during the last 5 years, highlighting positions and roles held:
|
i. at the issuer
and companies within its economic group:
|
·
Banco Bradesco S.A. Officer
·
Banco Bradesco Financiamentos S.A. Officer
·
Banco Losango S.A. – Banco Múltiplo Officer
·
BEM – Distribuidora de Títulos e Valores Mobiliários Ltda. Officer
|
ii. in companies
controlled by shareholders of the issuer who hold a direct or indirect ownership stake equal to or greater than 5% of the same class or
type of securities issued by the issuer: Regarding corporate shareholders, refer to item “i” above. Regarding individual
shareholders, there are no shareholders with ownership exceeding 5%.
|
MARINA
CLAUDIA GONZALEZ MARTIN DE CARVALHO
data of birth: |
11.1.1966 |
profession: |
Banking Professional |
CPF No. (Tax ID) or Passport No.: |
101.895.258-60 |
election position held: |
Officer |
date of election: |
3.21.2024 |
date that office was taken: |
|
start date of the first term of office if the administrator has been serving consecutive terms of office |
3.25.2021 |
| |
216 – Reference Form – 2023 | |
| 7. Shareholders’ meeting and management |
| |
Main professional
experiences during the last 5 years, highlighting positions and roles held:
|
i. at the issuer
and companies within its economic group:
|
·
Banco Bradesco S.A. Officer
|
ii. in companies
controlled by shareholders of the issuer who hold a direct or indirect ownership stake equal to or greater than 5% of the same class or
type of securities issued by the issuer: Regarding corporate shareholders, refer to item “i” above. Regarding individual
shareholders, there are no shareholders with ownership exceeding 5%.
|
MATEUS
PAGOTTO YOSHIDA
data of birth: |
3.20.1981 |
profession: |
Banking Professional |
CPF No. (Tax ID) or Passport No.: |
295.232.748-30 |
election position held: |
Officer |
date of election: |
3.21.2024 |
date that office was taken: |
|
start date of the first term of office if the administrator has been serving consecutive terms of office |
12.23.2020 |
Main professional
experiences during the last 5 years, highlighting positions and roles held:
|
i. at the issuer
and companies within its economic group:
|
·
Banco Bradesco S.A. Officer
ii. in companies
controlled by shareholders of the issuer who hold a direct or indirect ownership stake equal to or greater than 5% of the same class or
type of securities issued by the issuer: Regarding corporate shareholders, refer to item “i” above. Regarding individual
shareholders, there are no shareholders with ownership exceeding 5%.
|
NAIRO
JOSÉ MARTINELLI VIDAL JÚNIOR
data of birth: |
12.26.1969 |
profession: |
Banking Professional |
CPF No. (Tax ID) or Passport No.: |
116.088.168-50 |
election position held: |
Officer |
date of election: |
3.21.2024 |
date that office was taken: |
|
start date of the first term of office if the administrator has been serving consecutive terms of office |
2.1.2018 |
| |
217 – Reference Form – 2023 | |
| 7. Shareholders’ meeting and management |
| |
Main professional
experiences during the last 5 years, highlighting positions and roles held:
|
i. at the issuer
and companies within its economic group:
|
·
Banco Bradesco S.A. Officer
·
Fundação Bradesco Member of the Managing Board
·
Banco Bradescard S.A. Officer
·
Banco Bradesco BBI S.A. Officer
·
Banco Bradesco BERJ S.A. Officer
·
Banco Bradesco Financiamentos S.A. Officer
·
Banco Losango S.A. – Banco Múltiplo Officer
·
BEM – Distribuidora de Títulos e Valores Mobiliários Ltda. Officer
·
Bradesco Administratora de Consórcios Ltda. Officer
·
Bradesco Asset Management S.A. DTVM Officer
·
Kirton Bank S.A. – Banco Múltiplo Officer
·
Banco Digio S.A. Officer
|
ii. in companies
controlled by shareholders of the issuer who hold a direct or indirect ownership stake equal to or greater than 5% of the same class or
type of securities issued by the issuer: Regarding corporate shareholders, refer to item “i” above. Regarding individual
shareholders, there are no shareholders with ownership exceeding 5%.
|
NATHALIA
LOBO GARCIA MIRANDA
data of birth: |
12.8.1978 |
profession: |
Banking Professional |
CPF No. (Tax ID) or Passport No.: |
780.754.245-49 |
election position held: |
Officer |
date of election: |
3.21.2024 |
date that office was taken: |
|
start date of the first term of office if the administrator has been serving consecutive terms of office |
7.1.2023 |
Main professional
experiences during the last 5 years, highlighting positions and roles held:
|
i. at the issuer
and companies within its economic group:
|
·
Banco Bradesco S.A. Officer
·
Ágora Corretora de Títulos e Valores Mobiliários S.A. 4.1.2019 she held the position of Executive Superintendent |
ii. in companies
controlled by shareholders of the issuer who hold a direct or indirect ownership stake equal to or greater than 5% of the same class or
type of securities issued by the issuer: Regarding corporate shareholders, refer to item “i” above. Regarding individual
shareholders, there are no shareholders with ownership exceeding 5%.
|
| |
218 – Reference Form – 2023 | |
| 7. Shareholders’ meeting and management |
| |
RAFAEL
FORTE ARAÚJO CAVALCANTI
data of birth: |
2.10.1985 |
profession: |
Engineer and Banking Professional |
CPF No. (Tax ID) or Passport No.: |
024.013.705-10 |
election position held: |
Officer |
date of election: |
3.21.2024 |
date that office was taken: |
5.2.2024 |
start date of the first term of office if the administrator has been serving consecutive terms of office |
2.6.2024 |
Main professional
experiences during the last 5 years, highlighting positions and roles held:
|
i. at the issuer
and companies within its economic group:
|
· Banco Bradesco S.A. Officer |
ii. in companies
controlled by shareholders of the issuer who hold a direct or indirect ownership stake equal to or greater than 5% of the same class or
type of securities issued by the issuer: Regarding corporate shareholders, refer to item “i” above. Regarding individual
shareholders, there are no shareholders with ownership exceeding 5%.
|
RICARDO
ELEUTÉRIO DA SILVA
data of birth: |
5.4.1977 |
profession: |
Banking Professional |
CPF No. (Tax ID) or Passport No.: |
175.912.998-40 |
election position held: |
Officer |
date of election: |
3.21.2024 |
date that office was taken: |
|
start date of the first term of office if the administrator has been serving consecutive terms of office |
1.10.2024 |
Main professional
experiences during the last 5 years, highlighting positions and roles held:
|
i. at the issuer and companies within its economic group: |
·
Banco Bradesco S.A. Officer
·
BRAM – Bradesco Asset Management S.A. Distribuidora de Títulos e Valores Mobiliários 7.1.2021 to 1.9.2024
– Officer
|
ii. in companies
controlled by shareholders of the issuer who hold a direct or indirect ownership stake equal to or greater than 5% of the same class or
type of securities issued by the issuer: Regarding corporate shareholders, refer to item “i” above. Regarding individual
shareholders, there are no shareholders with ownership exceeding 5%.
|
| |
219 – Reference Form – 2023 | |
| 7. Shareholders’ meeting and management |
| |
ROBERTO
FRANÇA
data of birth: |
4.27.1969 |
profession: |
Banking Professional |
CPF No. (Tax ID) or Passport No.: |
091.881.378-64 |
election position held: |
Officer |
date of election: |
3.21.2024 |
date that office was taken: |
|
start date of the first term of office if the administrator has been serving consecutive terms of office |
2.1.2018 |
Main professional
experiences during the last 5 years, highlighting positions and roles held:
|
i. at the issuer
and companies within its economic group:
|
·
Banco Bradesco S.A. Officer
·
Fundação Bradesco Member of the Managing Board
|
ii. in companies
controlled by shareholders of the issuer who hold a direct or indirect ownership stake equal to or greater than 5% of the same class or
type of securities issued by the issuer: Regarding corporate shareholders, refer to item “i” above. Regarding individual
shareholders, there are no shareholders with ownership exceeding 5%.
|
ROBERTO
MEDEIROS PAULA
data of birth: |
7.21.1968 |
profession: |
Banking Professional |
CPF No. (Tax ID) or Passport No.: |
985.598.697-00 |
election position held: |
Officer |
date of election: |
3.21.2024 |
date that office was taken: |
|
start date of the first term of office if the administrator has been serving consecutive terms of office |
6.5.2017 |
Main professional
experiences during the last 5 years, highlighting positions and roles held:
|
i. at the issuer
and companies within its economic group:
|
·
Banco Bradesco S.A. Officer
·
Fundação Bradesco Member of the Managing Board
·
Banco Bradesco Europa S.A. Vice-Chairman of the Board of Directors |
ii. in companies
controlled by shareholders of the issuer who hold a direct or indirect ownership stake equal to or greater than 5% of the same class or
type of securities issued by the issuer: Regarding corporate shareholders, refer to item “i” above. Regarding individual
shareholders, there are no shareholders with ownership exceeding 5%.
|
| |
220 – Reference Form – 2023 | |
| 7. Shareholders’ meeting and management |
| |
ROMERO
GOMES DE ALBUQUERQUE
data of birth: |
6.4.1966 |
profession: |
Banking Professional |
CPF No. (Tax ID) or Passport No.: |
410.502.744-15 |
election position held: |
Officer |
date of election: |
3.21.2024 |
date that office was taken: |
|
start date of the first term of office if the administrator has been serving consecutive terms of office |
6.14.2018 |
Main professional
experiences during the last 5 years, highlighting positions and roles held:
|
i. at the issuer
and companies within its economic group:
|
·
Banco Bradesco S.A. Officer
·
Fundação Bradesco Member of the Managing Board
|
ii. in companies controlled by shareholders of the issuer who hold a direct or indirect ownership stake equal to or greater than 5% of the same class or type of securities issued by the issuer: Regarding corporate shareholders, refer to item “i” above. Regarding individual shareholders, there are no shareholders with ownership exceeding 5%. |
RÚBIA
BECKER
data of birth: |
9.23.1974 |
profession: |
Banking Professional |
CPF No. (Tax ID) or Passport No.: |
743.268.809-53 |
election position held: |
Officer |
date of election: |
3.21.2024 |
date that office was taken: |
|
start date of the first term of office if the administrator has been serving consecutive terms of office |
1.2.2020 |
Main professional
experiences during the last 5 years, highlighting positions and roles held:
|
i. at the issuer
and companies within its economic group:
|
·
Banco Bradesco S.A. Officer
·
Fundação Bradesco Member of the Managing Board
|
ii. in companies
controlled by shareholders of the issuer who hold a direct or indirect ownership stake equal to or greater than 5% of the same class or
type of securities issued by the issuer: Regarding corporate shareholders, refer to item “i” above. Regarding individual
shareholders, there are no shareholders with ownership exceeding 5%.
|
| |
221 – Reference Form – 2023 | |
| 7. Shareholders’ meeting and management |
| |
RUY
CELSO ROSA FILHO
data of birth: |
11.27.1977 |
profession: |
Banking Professional |
CPF No. (Tax ID) or Passport No.: |
177.778.598-70 |
election position held: |
Officer |
date of election: |
3.21.2024 |
date that office was taken: |
|
start date of the first term of office if the administrator has been serving consecutive terms of office |
1.2.2019 |
Main professional
experiences during the last 5 years, highlighting positions and roles held:
|
i. at the issuer and companies within its economic group: |
·
Banco Bradesco S.A. Officer
·
Fundação Bradesco Member of the Managing Board
|
ii. in companies
controlled by shareholders of the issuer who hold a direct or indirect ownership stake equal to or greater than 5% of the same class or
type of securities issued by the issuer: Regarding corporate shareholders, refer to item “i” above. Regarding individual
shareholders, there are no shareholders with ownership exceeding 5%.
|
TELMA
MARIA DOS SANTOS CALURA
data of birth: |
7.12.1969 |
profession: |
Banking Professional |
CPF No. (Tax ID) or Passport No.: |
131.133.338-06 |
election position held: |
Officer |
date of election: |
3.21.2024 |
date that office was taken: |
|
start date of the first term of office if the administrator has been serving consecutive terms of office |
1.27.2022 |
Main professional
experiences during the last 5 years, highlighting positions and roles held:
|
i. at the issuer
and companies within its economic group:
|
·
Banco Bradesco S.A. Officer
|
ii. in companies
controlled by shareholders of the issuer who hold a direct or indirect ownership stake equal to or greater than 5% of the same class or
type of securities issued by the issuer: Regarding corporate shareholders, refer to item “i” above. Regarding individual
shareholders, there are no shareholders with ownership exceeding 5%.
|
| |
222 – Reference Form – 2023 | |
| 7. Shareholders’ meeting and management |
| |
VASCO
AZEVEDO
data of birth: |
3.30.1961 |
profession: |
Banking Professional |
CPF No. (Tax ID) or Passport No.: |
655.029.307-34 |
election position held: |
Officer |
date of election: |
3.21.2024 |
date that office was taken: |
|
start date of the first term of office if the administrator has been serving consecutive terms of office |
2.1.2019 |
Main professional
experiences during the last 5 years, highlighting positions and roles held:
|
i. at the issuer
and companies within its economic group:
|
·
Banco Bradesco S.A. Officer
·
Fundação Bradesco Member of the Managing Board
|
ii. in companies
controlled by shareholders of the issuer who hold a direct or indirect ownership stake equal to or greater than 5% of the same class or
type of securities issued by the issuer: Regarding corporate shareholders, refer to item “i” above. Regarding individual
shareholders, there are no shareholders with ownership exceeding 5%.
|
VINÍCIUS
PANARO
data of birth: |
5.2.1985 |
profession: |
Banking Professional |
CPF No. (Tax ID) or Passport No.: |
321.279.048-26 |
election position held: |
Officer |
date of election: |
3.21.2024 |
date that office was taken: |
5.2.2024 |
start date of the first term of office if the administrator has been serving consecutive terms of office |
2.6.2024 |
Main professional
experiences during the last 5 years, highlighting positions and roles held:
|
i. at the issuer
and companies within its economic group:
|
·
Banco Bradesco S.A. Officer
·
Banco Bradesco Financiamentos S.A. Officer
·
Banco Losango S.A. – Banco Múltiplo Officer
·
BEM – Distribuidora de Títulos e Valores Mobiliários Ltda. Officer
·
Bradesco Holding de Investimentos S.A. Officer |
ii. in companies
controlled by shareholders of the issuer who hold a direct or indirect ownership stake equal to or greater than 5% of the same class or
type of securities issued by the issuer: Regarding corporate shareholders, refer to item “i” above. Regarding individual
shareholders, there are no shareholders with ownership exceeding 5%. |
| |
223 – Reference Form – 2023 | |
| 7. Shareholders’ meeting and management |
| |
| ü | MEMBERS OF THE REGIONAL BOARD OF EXECUTIVE OFFICERS: |
Term
of Office: Up until the first Meeting of the Board of Directors, which is to be held after the 2026 Annual Shareholders’ Meeting.
The term of office may be extended until the investiture of new Officers, who will be elected at the time.
Elected
by the controller: Yes
Independent
members: No
Description
of any of the following events that have occurred during the last 5 years:
| ii. | conviction in administrative proceedings of the CVM, of the Central Bank of Brazil or the Superintendence
of Private Insurance, and the penalties applied; |
| iii. | conviction judged in a court of last resort, in the judicial sphere or object of administrative final
decision, that has suspended or disabled it for the practice of any professional or commercial activity. |
None
of the members of the Regional Board of Executive Officers is involved in the convictions contained in items i, ii and iii above
Main
professional experiences during the last 5 years, highlighting positions and functions exercised:
i. in
the issuer and in the companies of its economic group: All Regional Officer have been working exclusively for the Issuer in the last
5 years, except for Mr. Edmir José Domingues, who, in addition to the Issuer, served from October 7, 2016, to January 27, 2022,
as a Member of the Governing Board of Fundação Bradesco.
ii.
in companies controlled by a shareholder of the issuer that holds a direct or indirect stake equal to or greater than 5% of the same class
or kind of security of the issuer: In relation to the legal entity shareholder, see item “i” above. Regarding the individual
shareholder, there are no shareholders with a share greater than 5%.
ALTAIR
LUIZ GUARDA
data of birth: |
4.25.1967 |
profession: |
Banking Professional |
CPF No. (Tax ID) or Passport No.: |
580.065.169-87 |
election position held: |
Regional Officer |
date of election: |
3.21.2024 |
date that office was taken: |
|
start date of the first term of office if the administrator has been serving consecutive terms of office |
4.5.2018 |
| |
224 – Reference Form – 2023 | |
| 7. Shareholders’ meeting and management |
| |
AMADEU
EMILIO SUTER NETO
data of birth: |
1.17.1965 |
profession: |
Banking Professional |
CPF No. (Tax ID) or Passport No.: |
056.897.388-75 |
election position held: |
Regional Officer |
date of election: |
3.21.2024 |
date that office was taken: |
|
start date of the first term of office if the administrator has been serving consecutive terms of office |
2.4.2015 |
ANDRÉ
VITAL SIMONI WANDERLEY
data of birth: |
9.14.1965 |
profession: |
Banking Professional |
CPF No. (Tax ID) or Passport No.: |
808.842.887-49 |
election position held: |
Regional Officer |
date of election: |
3.21.2024 |
date that office was taken: |
|
start date of the first term of office if the administrator has been serving consecutive terms of office |
6.3.2019 |
CÉSAR
CABÚS BERENGUER SILVANY
data of birth: |
12.18.1964 |
profession: |
Banking Professional |
CPF No. (Tax ID) or Passport No.: |
338.666.355-91 |
election position held: |
Regional Officer |
date of election: |
3.21.2024 |
date that office was taken: |
|
start date of the first term of office if the administrator has been serving consecutive terms of office |
12.5.2016 |
DEBORAH
D’AVILA PEREIRA CAMPANI SANTANA
data of birth: |
1.27.1970 |
profession: |
Banking Professional |
CPF No. (Tax ID) or Passport No.: |
009.942.667-66 |
election position held: |
Regional Officer |
date of election: |
3.21.2024 |
date that office was taken: |
|
start date of the first term of office if the administrator has been serving consecutive terms of office |
4.1.2019 |
| |
225 – Reference Form – 2023 | |
| 7. Shareholders’ meeting and management |
| |
DELVAIR
FIDÊNCIO DE LIMA
data of birth: |
12.16.1959 |
profession: |
Banking Professional |
CPF No. (Tax ID) or Passport No.: |
005.645.288-89 |
election position held: |
Regional Officer |
date of election: |
3.21.2024 |
date that office was taken: |
|
start date of the first term of office if the administrator has been serving consecutive terms of office |
12.1.2009 |
EDMIR
JOSÉ DOMINGUES
data of birth: |
5.29.1969 |
profession: |
Banking Professional |
CPF No. (Tax ID) or Passport No.: |
094.166.058-32 |
election position held: |
Regional Officer |
date of election: |
3.21.2024 |
date that office was taken: |
|
start date of the first term of office if the administrator has been serving consecutive terms of office |
7.11.2016 |
HEBERCLEY
MAGNO DOS SANTOS LIMA
data of birth: |
5.1.1971 |
profession: |
Banking Professional |
CPF No. (Tax ID) or Passport No.: |
597.281.595-87 |
election position held: |
Regional Officer |
date of election: |
3.21.2024 |
date that office was taken: |
|
start date of the first term of office if the administrator has been serving consecutive terms of office |
1.4.2021 |
JOSÉ
ROBERTO GUZELA
data of birth: |
2.7.1967 |
profession: |
Banking Professional |
CPF No. (Tax ID) or Passport No.: |
516.862.529-00 |
election position held: |
Regional Officer |
date of election: |
3.21.2024 |
date that office was taken: |
|
start date of the first term of office if the administrator has been serving consecutive terms of office |
12.1.2016 |
| |
226 – Reference Form – 2023 | |
| 7. Shareholders’ meeting and management |
| |
MARCELO
MAGALHÃES
data of birth: |
8.23.1969 |
profession: |
Banking Professional |
CPF No. (Tax ID) or Passport No.: |
789.977.049-15 |
election position held: |
Regional Officer |
date of election: |
3.21.2024 |
date that office was taken: |
|
start date of the first term of office if the administrator has been serving consecutive terms of office |
1.27.2022 |
MARCOS
ALBERTO WILLEMANN
data of birth: |
5.7.1976 |
profession: |
Banking Professional |
CPF No. (Tax ID) or Passport No.: |
916.046.999-49 |
election position held: |
Regional Officer |
date of election: |
3.21.2024 |
date that office was taken: |
|
start date of the first term of office if the administrator has been serving consecutive terms of office |
2.16.2022 |
NELSON
PASCHE JUNIOR
data of birth: |
11.23.1978 |
profession: |
Banking Professional |
CPF No. (Tax ID) or Passport No.: |
283.380.338-98 |
election position held: |
Regional Officer |
date of election: |
3.21.2024 |
date that office was taken: |
|
start date of the first term of office if the administrator has been serving consecutive terms of office |
2.16.2022 |
| |
227 – Reference Form – 2023 | |
| 7. Shareholders’ meeting and management |
| |
| ü | MEMBERS OF THE FISCAL COUNCIL, ELECTED BY THE CONTROLLING SHAREHOLDERS: |
Term
of Office: Up until the 2025 Annual Shareholders’ Meeting
Elected
by the controller: Yes
Independent
members: Yes
Description
of any of the following events that have occurred during the last 5 years:
| ii. | conviction in administrative proceedings of the CVM, of the Central Bank of Brazil or the Superintendence
of Private Insurance, and the penalties applied; |
| iii. | conviction judged in a court of last resort, in the judicial sphere or object of administrative final
decision, that has suspended or disabled it for the practice of any professional or commercial activity. |
None
of the members of the Fiscal Council, elected by the controlling shareholders, is involved in the convictions contained in items i, ii
and iii above.
JOSÉ
MARIA SOARES NUNES
data of birth: |
4.11.1958 |
profession: |
Accountant |
CPF No. (Tax ID) or Passport No.: |
001.666.878-20 |
election position held: |
Effective Member of the Fiscal Council |
date of election: |
3.11.2024 |
date that office was taken: |
4.29.2024 |
start date of the first term of office if the administrator has been serving consecutive terms of office |
3.10.2014 |
Main professional
experiences during the last 5 years, highlighting positions and roles held:
|
i. at the issuer
and companies within its economic group:
|
·
Banco Bradesco S.A. Effective Member of the Fiscal Council
|
ii. in companies
controlled by shareholders of the issuer who hold a direct or indirect ownership stake equal to or greater than 5% of the same class or
type of securities issued by the issuer: Regarding corporate shareholders, refer to item “i” above. Regarding individual
shareholders, there are no shareholders with ownership exceeding 5%.
|
FREDERICO
WILLIAM WOLF
data of birth: |
5.12.1957 |
profession: |
Administrator |
CPF No. (Tax ID) or Passport No.: |
882.992.108-44 |
election position held: |
Alternate Member of the Fiscal Council |
date of election: |
3.11.2024 |
date that office was taken: |
5.15.2024 |
start date of the first term of office if the administrator has been serving consecutive terms of office |
3.10.2022 |
| |
228 – Reference Form – 2023 | |
| 7. Shareholders’ meeting and management |
| |
Main professional
experiences during the last 5 years, highlighting positions and roles held:
|
i. at the issuer
and companies within its economic group:
|
·
Banco Bradesco S.A. Alternate Member of the Fiscal Council. From 6.1.2011 to 1.2.2020, he held the position of Officer
·
Bradespar S.A. Alternate Member of the Fiscal Council
·
Banco Bradescard S.A. 4.30.2019 to 1.2.2020 – Officer
·
Banco Bradesco BBI S.A. 4.29.2019 to 1.2.2020 – Officer
·
Banco Bradesco BERJ S.A. 4.30.2019 to 1.2.2020 – Officer
·
Banco Bradesco Financiamentos S.A. 4.29.2019 to 1.2.2020 – Officer
·
Banco Losango S.A. – Banco Múltiplo 4.30.2019 to 1.2.2020 – Officer
·
BEM – Distribuidora de Títulos e Valores Mobiliários Ltda. 4.30.2019 to 1.2.2020 – Officer
·
Bradesco Leasing S.A. – Arrendamento Mercantil 4.30.2019 to 1.2.2020 – Officer
·
Bradesco Asset Management S.A. Distribuidora de Títulos e Valores Mobiliários 4.30.2019 to 1.2.2020 –
Officer
·
Fundação Bradesco 6.1.2011 to 1.2.2020 – Member of the Managing Board
·
Kirton Bank S.A. – Banco Múltiplo 4.30.2019 to 1.2.2020 – Officer |
ii. in companies
controlled by shareholders of the issuer who hold a direct or indirect ownership stake equal to or greater than 5% of the same class or
type of securities issued by the issuer: Regarding corporate shareholders, refer to item “i” above. Regarding individual
shareholders, there are no shareholders with ownership exceeding 5%.
|
VICENTE
CARMO SANTO
data of birth: |
4.5.1961 |
profession: |
Business Administrator |
CPF No. (Tax ID) or Passport No.: |
011.316.688-55 |
election position held: |
Effective Member of the Fiscal Council |
date of election: |
3.11.2024 |
date that office was taken: |
4.29.2024 |
start date of the first term of office if the administrator has been serving consecutive terms of office |
3.10.2023 |
Main professional
experiences during the last 5 years, highlighting positions and roles held:
|
i. at the issuer
and companies within its economic group:
|
·
Banco Bradesco S.A. Effective Member of the Fiscal Council
·
Bradespar S.A. 4.30.2019 to 7.28.2020 - Alternate Member of the Fiscal Council
|
ii. in companies
controlled by shareholders of the issuer who hold a direct or indirect ownership stake equal to or greater than 5% of the same class or
type of securities issued by the issuer: Regarding corporate shareholders, refer to item “i” above. Regarding individual
shareholders, there are no shareholders with ownership exceeding 5%.
|
| |
229 – Reference Form – 2023 | |
| 7. Shareholders’ meeting and management |
| |
LUIZ
EDUARDO NOBRE BORGES
data of birth: |
2.15.1975 |
profession: |
Accountant |
CPF No. (Tax ID) or Passport No.: |
185.221.388-42 |
election position held: |
Alternate Member of the Fiscal Council |
date of election: |
3.11.2024 |
date that office was taken: |
5.16.2024 |
start date of the first term of office if the administrator has been serving consecutive terms of office |
3.10.2022 |
Main professional
experiences during the last 5 years, highlighting positions and roles held:
|
i. at the issuer
and companies within its economic group:
|
·
Banco Bradesco S.A. Alternate Member of the Fiscal Council
·
Bradespar S.A. 7.28.2020 to 10.2.2020 - Alternate Member of the Fiscal Council
|
ii. in companies
controlled by shareholders of the issuer who hold a direct or indirect ownership stake equal to or greater than 5% of the same class or
type of securities issued by the issuer: Regarding corporate shareholders, refer to item “i” above. Regarding individual
shareholders, there are no shareholders with ownership exceeding 5%.
|
JOAQUIM
CAXIAS ROMÃO
data of birth: |
8.25.1960 |
profession: |
Lawyer |
CPF No. (Tax ID) or Passport No.: |
010.264.668-65 |
election position held: |
Effective Member of the Fiscal Council |
date of election: |
3.11.2024 |
date that office was taken: |
4.29.2024 |
start date of the first term of office if the administrator has been serving consecutive terms of office |
3.10.2022 |
Main professional
experiences during the last 5 years, highlighting positions and roles held:
|
i. at the issuer
and companies within its economic group:
|
·
Banco Bradesco S.A. Effective Member of the Fiscal Council
·
Bradespar S.A. Effective Member of the Fiscal Council
|
ii. in companies
controlled by shareholders of the issuer who hold a direct or indirect ownership stake equal to or greater than 5% of the same class or
type of securities issued by the issuer: Regarding corporate shareholders, refer to item “i” above. Regarding individual
shareholders, there are no shareholders with ownership exceeding 5%.
|
| |
230 – Reference Form – 2023 | |
| 7. Shareholders’ meeting and management |
| |
ARTUR
PADULA OMURO
data of birth: |
9.23.1961 |
profession: |
Administrator |
CPF No. (Tax ID) or Passport No.: |
024.712.498-25 |
election position held: |
Alternate Member of the Fiscal Council |
date of election: |
3.11.2024 |
date that office was taken: |
5.15.2024 |
start date of the first term of office if the administrator has been serving consecutive terms of office |
3.10.2022 |
Main professional
experiences during the last 5 years, highlighting positions and roles held:
|
i. at the issuer
and companies within its economic group:
|
·
Banco Bradesco S.A. Alternate Member of the Fiscal Council
·
Bradespar S.A. Alternate Member of the Fiscal Council
·
Alelo S.A. 12.7.2018 to May2020 – Member of the Board of Directors
·
Banco Bradescard S.A. 8.29.2019 to 12.30.2019 – Officer
·
Cielo S.A. December 2018 to May2020 – Member of the Board of Directors
·
Livelo S.A. December 2018 to May2020 – Member of the Board of Directors
|
ii. in companies
controlled by shareholders of the issuer who hold a direct or indirect ownership stake equal to or greater than 5% of the same class or
type of securities issued by the issuer: Regarding corporate shareholders, refer to item “i” above. Regarding individual
shareholders, there are no shareholders with ownership exceeding 5%.
|
| |
231 – Reference Form – 2023 | |
| 7. Shareholders’ meeting and management |
| |
| ü | MEMBERS OF THE FISCAL COUNCIL, ELECTED BY THE PREFERRED SHAREHOLDERS WHO ARE NOT MEMBERS OF THE CONTROLLING
GROUP: |
Term
of Office: Up until the 2025 Annual Shareholders’ Meeting.
Elected
by the controller: No
Independent
members: Yes
Description
of any of the following events that have occurred during the last 5 years:
| ii. | conviction in administrative proceedings of the CVM, of the Central Bank of Brazil or the Superintendence
of Private Insurance, and the penalties applied; |
| iii. | conviction judged in a court of last resort, in the judicial sphere or object of administrative final
decision, that has suspended or disabled it for the practice of any professional or commercial activity. |
None of
the members of the Fiscal Council, elected by the preferred shareholders, is involved in the convictions contained in items i, ii and
iii above.
AVA
COHN
data of birth: |
10.2.1964 |
profession: |
Business Administrator |
CPF No. (Tax ID) or Passport No.: |
090.196.928-10 |
election position held: |
Effective Member of the Fiscal Council |
date of election: |
3.11.2024 |
date that office was taken: |
4.29.2024 |
start date of the first term of office if the administrator has been serving consecutive terms of office |
3.10.2021 |
Main professional
experiences during the last 5 years, highlighting positions and roles held:
|
i. at the issuer
and companies within its economic group:
|
·
Banco Bradesco S.A. Effective Member of the Fiscal Council
|
ii. in companies controlled by shareholders of the issuer who hold a direct or indirect ownership stake equal to or greater than 5% of the same class or type of securities issued by the issuer: Regarding corporate shareholders, refer to item “i” above. Regarding individual shareholders, there are no shareholders with ownership exceeding 5%. |
| |
232 – Reference Form – 2023 | |
| 7. Shareholders’ meeting and management |
| |
JOSÉ
LUIS ELIAS
data of birth: |
01.05.1956 |
profession: |
Banking Professional |
CPF No. (Tax ID) or Passport No.: |
719.038.288-72 |
election position held: |
Alternate Member of the Fiscal Council |
date of election: |
3.11.2024 |
date that office was taken: |
5.15.2024 |
start date of the first term of office if the administrator has been serving consecutive terms of office |
3.11.2024 |
Main professional
experiences during the last 5 years, highlighting positions and roles held:
|
i. at the issuer
and companies within its economic group:
|
·
Banco Bradesco S.A. Alternate Member of the Fiscal Council. From 2.19.2019 to 3.8.2024 - Member of the Audit Committee
|
ii. in companies controlled by shareholders of the issuer who hold a direct or indirect ownership stake equal to or greater than 5% of the same class or type of securities issued by the issuer: Regarding corporate shareholders, refer to item “i” above. Regarding individual shareholders, there are no shareholders with ownership exceeding 5%. |
| |
233 – Reference Form – 2023 | |
| 7. Shareholders’ meeting and management |
| |
| ü | MEMBER OF THE FISCAL COUNCIL, ELECTED BY THE COMMON SHAREHOLDERS WHO ARE NOT MEMBERS OF THE CONTROLLING
GROUP: |
Term
of Office: Up until the 2025 Annual Shareholders’ Meeting.
Elected
by the controller: No
Independent
members: Yes
Description
of any of the following events that have occurred during the last 5 years:
| ii. | conviction in administrative proceedings of the CVM, of the Central Bank of Brazil or the Superintendence
of Private Insurance, and the penalties applied; |
| iii. | conviction judged in a court of last resort, in the judicial sphere or object of administrative final
decision, that has suspended or disabled it for the practice of any professional or commercial activity. |
None
of the members of the Fiscal Council, elected by the common shareholders, is involved in the convictions contained in items i, ii and
iii above.
MÔNICA
PIRES DA SILVA
data of birth: |
7.14.1964 |
profession: |
Accountant |
CPF No. (Tax ID) or Passport No.: |
806.150.317-49 |
election position held: |
Effective Member of the Fiscal Council |
date of election: |
3.11.2024 |
date that office was taken: |
4.30.2024 |
start date of the first term of office if the administrator has been serving consecutive terms of office |
3.10.2023 |
Main professional
experiences during the last 5 years, highlighting positions and roles held:
|
i. at the issuer
and companies within its economic group:
|
·
Banco Bradesco S.A. Effective Member of the Fiscal Council
|
ii. in companies controlled by shareholders of the issuer who hold a direct or indirect ownership stake equal to or greater than 5% of the same class or type of securities issued by the issuer: Regarding corporate shareholders, refer to item “i” above. Regarding individual shareholders, there are no shareholders with ownership exceeding 5%. |
LUDMILA
DE MELO SOUZA
data of birth: |
3.5.1986 |
profession: |
Accountant |
CPF No. (Tax ID) or Passport No.: |
060.988.286-44 |
election position held: |
Alternate Member of the Fiscal Council |
date of election: |
3.11.2024 |
date that office was taken: |
5.15.2024 |
start date of the first term of office if the administrator has been serving consecutive terms of office |
3.11.2024 |
| |
234 – Reference Form – 2023 | |
| 7. Shareholders’ meeting and management |
| |
Main professional
experiences during the last 5 years, highlighting positions and roles held:
|
i. at the issuer
and companies within its economic group:
|
·
Banco Bradesco S.A. Alternate Member of the Fiscal Council
|
ii. in companies controlled by shareholders of the issuer who hold a direct or indirect ownership stake equal to or greater than 5% of the same class or type of securities issued by the issuer: Regarding corporate shareholders, refer to item “i” above. Regarding individual shareholders, there are no shareholders with ownership exceeding 5%. |
| |
235 – Reference Form – 2023 | |
| 7. Shareholders’ meeting and management |
| |
7.4 – Provide the information mentioned in item 7.3 regarding the members of the statutory committees, as well as the risk committee,
even if such committee or structure is not statutory
Audit Committee |
Name |
Date of Birth |
Profession |
CPF No. |
Position |
Date of Appointment |
Date that office was taken |
Term of office |
Start date of the first term of office |
Alexandre da Silva Glüher |
August 14, 1960 |
Banking Professional |
282.548.640-04 |
Member, acting as Coordinator |
March 21, 2024 |
|
May 19, 2025 |
April 20, 2020 |
Amaro Luiz de Oliveira Gomes |
April 25, 1963 |
Accountant |
289.272.301-91 |
Financial Expert |
March 21, 2024 |
|
March 2, 2025 |
January 14, 2021 |
Paulo Ricardo Satyro Bianchini |
September 11, 1955 |
Business Administrator |
666.764.448-87 |
Member |
March 21, 2024 |
|
November 14, 2025 |
October 3, 2018 |
| |
236 – Reference Form – 2023 | |
| 7. Shareholders’ meeting and management |
| |
Remuneration Committee |
Name |
Date of Birth |
Profession |
CPF No. |
Position |
Date of Appointment |
Date that office was taken |
Term of office |
Start date of the first term of office |
Alexandre da Silva Glüher |
August 14, 1960 |
Banking Professional |
282.548.640-04 |
Coordinator |
March 21, 2024 |
|
Until the 1st meeting of the Board of Directors to be held after Annual Shareholders’ Meeting of 2026 |
February 25, 2021 |
Mauricio Machado de Minas |
July 1, 1959 |
Banking Professional |
044.470.098-62 |
Member |
February 25, 2021 |
Samuel Monteiro dos Santos Junior |
February 5, 1946 |
Lawyer |
032.621.977-34 |
Member |
March 17, 2022 |
Fabio Augusto Iwasaki |
June 3, 1976 |
Banking Professional |
022.058.549-09 |
Non-manager member |
January 2, 2020 |
Risk Committee |
Name |
Date of Birth |
Profession |
CPF No. |
Position |
Date of Appointment |
Date that office was taken |
Term of office |
Start date of the first term of office |
Maurício Machado de Minas |
July 1, 1959 |
Banking Professional |
044.470.098-62 |
Member, acting as Coordinator |
March 21, 2024 |
None |
Not stated |
April 20, 2020 |
Milton Matsumoto |
April 24, 1945 |
081.225.550-04 |
Member |
March 21, 2024 |
March 11, 2021 |
Samuel Monteiro dos Santos Junior |
February 5, 1946 |
Lawyer |
032.621.977-34 |
March 21, 2024 |
March 17, 2022 |
Paulo Roberto Simões da Cunha |
May 27, 1950 |
Accountant |
567.047.048-68 |
March 21, 2024 |
March 17, 2022 |
Octávio de Lazari Junior |
July 18, 1963 |
Banking Professional |
044.745.768-37 |
March 21, 2024 |
March 21, 2024 |
| |
237 – Reference Form – 2023 | |
| 7. Shareholders’ meeting and management |
| |
7.5 – Inform about the existence of a marital relationship, stable union or kinship up to the second degree related to:
Ms.
Denise Aguiar Alvarez is the sister of Mr. Rubens Aguiar Alvarez; they are both Members of the Board of Directors.
| b) | (i) issuer’s managers and (ii) subsidiaries’ managers, directly or indirectly bound to
the issuer: |
None.
| c) | (i) issuer’s managers and the managers of their directly or indirectly held subsidiaries and
(ii) issuer’s direct or indirect controllers: |
None.
| d) | (i) issuer’s managers and (ii) managers of the issuer’s direct or indirect controllers: |
None.
7.6
– Inform about subordination, service provision or control relationships maintained in the last three fiscal years between the issuer’s
managers and:
| a) | company controlled, direct or indirectly, by the issuer, except for those in which the issuer holds,
direct or indirectly, a share equal to or greater than ninety-nine percent (99%) of the share capital: |
According
to the criteria adopted by Bradesco, wholly-owned subsidiaries are those companies considered as listed in the Corporate Organization
Chart, available on the Bradesco IR website / Corporate Governance Section / Shareholding Structure (https://www.bradescori.com.br/wp-content/uploads/sites/541/2024/02/Principais-Controladas-e-Coligadas-EN-4Q23.png).
Such companies, although Bradesco does not hold the entire share capital, in practice, are managed as wholly owned subsidiaries, by the
following characteristics:
| · | They are business corporations of a private limited partnership; |
| · | They have a minority interest of less than 1%; and |
| · | The Organization elects all members of Management. |
| b) | direct or indirect controlling company of the issuer: |
| 1. | Outside members of the Board of Directors |
LUIZ CARLOS TRABUCO CAPPI |
2021 |
2022 |
2023 |
BBD Participações S.A.
CNPJ 07.838.611/0001-52
Indirect Controller |
Chairman of the Board of Directors and Chief Executive Officer |
Chairman of the Board of Directors and Chief Executive Officer |
Chairman of the Board of Directors and Chief Executive Officer |
Cidade de Deus - Companhia Comercial de Participações
CNPJ 61.529.343/0001-32
Direct Controller |
Chairman of the Board of Directors and Chief Executive Officer |
Chairman of the Board of Directors and Chief Executive Officer |
Chairman of the Board of Directors and Chief Executive Officer |
Fundação Bradesco
CNPJ 60.701.521/0001-06
Direct Controller |
Chairman of the Managing Board and Chief Executive Officer |
Chairman of the Managing Board and Chief Executive Officer |
Chairman of the Managing Board and Chief Executive Officer |
NCF Participações S.A.
CNPJ 04.233.319/0001-18
Direct Controller |
Chairman of the Board of Directors |
Chairman of the Board of Directors |
Chairman of the Board of Directors |
Nova Cidade de Deus Participações S.A.
CNPJ 04.866.462/0001-47
Indirect Controller |
Chief Executive Officer |
Chief Executive Officer |
Chief Executive Officer |
| |
238 – Reference Form – 2023 | |
| 7. Shareholders’ meeting and management |
| |
ALEXANDRE DA SILVA GLÜHER |
2021 |
2022 |
2023 |
BBD Participações S.A.
CNPJ 07.838.611/0001-52
Indirect Controller |
Member of the Board of Directors |
Member of the Board of Directors |
Member of the Board of Directors |
Cidade de Deus - Companhia Comercial de Participações
CNPJ 61.529.343/0001-32
Direct Controller |
Member of the Board of Directors |
Member of the Board of Directors |
Member of the Board of Directors |
Fundação Bradesco
CNPJ 60.701.521/0001-06
Direct Controller |
Member of the Managing Board and Managing Officer |
Member of the Managing Board and Managing Officer |
Member of the Managing Board and Managing Officer |
NCF Participações S.A.
CNPJ 04.233.319/0001-18
Direct Controller |
Member of the Board of Directors |
Member of the Board of Directors |
Member of the Board of Directors |
Nova Cidade de Deus Participações S.A.
CNPJ 04.866.462/0001-47
Indirect Controller |
Officer |
Officer |
Officer |
DENISE AGUIAR ALVAREZ |
2021 |
2022 |
2023 |
BBD Participações S.A.
CNPJ 07.838.611/0001-52
Indirect Controller |
Member of the Board of Directors |
Member of the Board of Directors |
Member of the Board of Directors |
Cidade de Deus - Companhia Comercial de Participações
CNPJ 61.529.343/0001-32
Direct Controller |
Member of the Board of Directors and Officer |
Member of the Board of Directors and Officer |
Member of the Board of Directors and Officer |
Fundação Bradesco
CNPJ 60.701.521/0001-06
Direct Controller |
Member of the Managing Board and Deputy Officer |
Member of the Managing Board and Deputy Officer |
Member of the Managing Board and Deputy Officer |
MILTON MATSUMOTO |
2021 |
2022 |
2023 |
BBD Participações S.A.
CNPJ 07.838.611/0001-52
Indirect Controller |
Member of the Board of Directors and Officer |
Vice-Chairman of the Board of Directors and Vice-President |
Vice-Chairman of the Board of Directors and Vice-President |
Cidade de Deus - Companhia Comercial de Participações
CNPJ 61.529.343/0001-32
Direct Controller |
Member of the Board of Directors and Officer |
Vice-Chairman of the Board of Directors and Vice-President |
Vice-Chairman of the Board of Directors and Vice-President |
Fundação Bradesco
CNPJ 60.701.521/0001-06
Direct Controller |
Member of the Managing Board and Managing Officer |
Vice-Chairman of the Managing Board and Vice-President |
Vice-Chairman of the Managing Board and Vice-President |
NCF Participações S.A.
CNPJ 04.233.319/0001-18
Direct Controller |
Member of the Board of Directors |
Vice-Chairman of the Board of Directors |
Vice-Chairman of the Board of Directors |
Nova Cidade de Deus Participações S.A.
CNPJ 04.866.462/0001-47
Indirect Controller |
Officer |
Vice-President Director |
Vice-President Director |
| |
239 – Reference Form – 2023 | |
| 7. Shareholders’ meeting and management |
| |
MAURICIO MACHADO DE MINAS |
2021 |
2022 |
2023 |
BBD Participações S.A.
CNPJ 07.838.611/0001-52
Indirect Controller |
Member of the Board of Directors |
Member of the Board of Directors |
Member of the Board of Directors |
Cidade de Deus - Companhia Comercial de Participações
CNPJ 61.529.343/0001-32
Direct Controller |
Member of the Board of Directors |
Member of the Board of Directors |
Member of the Board of Directors |
Fundação Bradesco
CNPJ 60.701.521/0001-06
Direct Controller |
Member of the Managing Board and Managing Officer |
Member of the Managing Board and Managing Officer |
Member of the Managing Board and Managing Officer |
NCF Participações S.A.
CNPJ 04.233.319/0001-18
Direct Controller |
Member of the Board of Directors |
Member of the Board of Directors |
Member of the Board of Directors |
Nova Cidade de Deus Participações S.A.
CNPJ 04.866.462/0001-47
Indirect Controller |
Officer |
Officer |
Officer |
RUBENS AGUIAR ALVAREZ |
2021 |
2022 |
2023 |
Cidade de Deus - Companhia Comercial de Participações
CNPJ 61.529.343/0001-32
Direct Controller |
Member of the Board of Directors and Officer |
Member of the Board of Directors and Officer |
Member of the Board of Directors and Officer |
Fundação Bradesco
CNPJ 60.701.521/0001-06
Direct Controller |
Member of the Managing Board and Deputy Officer |
Member of the Managing Board and Deputy Officer |
Member of the Managing Board and Deputy Officer |
OCTAVIO
DE LAZARI JUNIOR |
2021 |
2022 |
2023 |
BBD
Participações S.A.
CNPJ 07.838.611/0001-52
Indirect Controller |
Member
of the Board of Directors |
Member
of the Board of Directors |
Member
of the Board of Directors |
Cidade
de Deus - Companhia Comercial de Participações
CNPJ 61.529.343/0001-32
Direct Controller |
Member
of the Board of Directors |
Member
of the Board of Directors |
Member
of the Board of Directors |
Fundação
Bradesco
CNPJ 60.701.521/0001-06
Direct Controller |
Member
of the Managing Board and Managing Officer |
Member
of the Managing Board and Managing Officer |
Member
of the Managing Board and Managing Officer |
NCF
Participações S.A.
CNPJ 04.233.319/0001-18
Direct Controller |
Chief
Executive Officer |
Chief
Executive Officer |
Chief
Executive Officer |
Nova
Cidade de Deus Participações S.A.
CNPJ 04.866.462/0001-47
Indirect Controller |
Officer |
Officer |
Officer |
| |
240 – Reference Form – 2023 | |
| 7. Shareholders’ meeting and management |
| |
| 2. | Members of the Board of Executive Officers |
MARCELO DE ARAUJO NORONHA |
2021 |
2022 |
2023 |
BBD Participações S.A.
CNPJ 07.838.611/0001-52
Indirect Controller |
Member of the Board of Directors |
Member of the Board of Directors |
Member of the Board of Directors |
Cidade de Deus - Companhia Comercial de Participações
CNPJ 61.529.343/0001-32
Direct Controller |
Member of the Board of Directors |
Member of the Board of Directors |
Member of the Board of Directors |
Fundação Bradesco
CNPJ 60.701.521/0001-06
Direct Controller |
Member of the Managing Board and Managing Officer |
Member of the Managing Board and Managing Officer |
Member of the Managing Board and Managing Officer |
NCF Participações S.A.
CNPJ 04.233.319/0001-18
Direct Controller |
Vice-President Director |
Vice-President Director |
Vice-President Director |
Nova Cidade de Deus Participações S.A.
CNPJ 04.866.462/0001-47
Indirect Controller |
Officer |
Officer |
Officer |
CASSIANO RICARDO SCARPELLI |
2021 |
2022 |
2023 |
BBD Participações S.A.
CNPJ 07.838.611/0001-52
Indirect Controller |
Member of the Board of Directors |
Member of the Board of Directors |
Member of the Board of Directors |
Cidade de Deus - Companhia Comercial de Participações
CNPJ 61.529.343/0001-32
Direct Controller |
Member of the Board of Directors |
Member of the Board of Directors |
Member of the Board of Directors |
Fundação Bradesco
CNPJ 60.701.521/0001-06
Direct Controller |
Member of the Managing Board and Managing Officer |
Member of the Managing Board and Managing Officer |
Member of the Managing Board and Managing Officer |
NCF Participações S.A.
CNPJ 04.233.319/0001-18
Direct Controller |
Vice-President Director |
Vice-President Director |
Vice-President Director |
Nova Cidade de Deus Participações S.A.
CNPJ 04.866.462/0001-47
Indirect Controller |
Officer |
Officer |
Officer |
ROGÉRIO PEDRO CÂMARA |
2021 |
2022 |
2023 |
Cidade de Deus - Companhia Comercial de Participações
CNPJ 61.529.343/0001-32
Direct Controller |
Member of the Board of Directors |
Member of the Board of Directors |
Member of the Board of Directors |
Fundação Bradesco
CNPJ 60.701.521/0001-06
Direct Controller |
Member of the Managing Board |
Member of the Managing Board |
Member of the Managing Board |
NCF Participações S.A.
CNPJ 04.233.319/0001-18
Direct Controller |
Vice-President Director |
Vice-President Director |
Vice-President Director |
Nova Cidade de Deus Participações S.A.
CNPJ 04.866.462/0001-47
Indirect Controller |
Officer |
Officer |
Officer |
| |
241 – Reference Form – 2023 | |
| 7. Shareholders’ meeting and management |
| |
MOACIR NACHBAR JUNIOR |
2021 |
2022 |
2023 |
Fundação Bradesco
CNPJ 60.701.521/0001-06
Direct Controller |
Member of the Managing Board |
Member of the Managing Board |
Member of the Managing Board |
Nova Cidade de Deus Participações S.A.
CNPJ 04.866.462/0001-47
Indirect Controller |
- |
Officer |
Officer |
Fundação Bradesco
CNPJ 60.701.521/0001-06
Direct Controller |
2021 |
2022 |
2023 |
JOSÉ RAMOS ROCHA NETO |
Members of the Managing Board |
BRUNO D’AVILA MELO BOETGER |
GUILHERME MULLER LEAL |
JOÃO CARLOS GOMES DA SILVA |
ROBERTO DE JESUS PARIS |
OSWALDO TADEU FERNANDES |
EDILSON DIAS DOS REIS |
FERNANDO FREIBERGER |
JOSÉ AUGUSTO RAMALHO MIRANDA |
RENATA GEISER MANTARRO |
Fundação Bradesco
CNPJ 60.701.521/0001-06
Direct Controller |
2021 |
2022 |
2023 |
ADEMIR APARECIDO CORREA JUNIOR |
Members of the Managing Board |
ALEXANDRE CESAR PINHEIRO QUERCIA |
ALEXANDRE PANICO |
ANDRÉ BERNARDINO DA CRUZ FILHO |
ANDRÉ FERREIRA GOMES |
ANTONIO DAISSUKE TOKURIKI |
CARLOS HENRIQUE VILLELA PEDRAS |
CARLOS WAGNER FIRETTI |
FERNANDO ANTÔNIO TENÓRIO |
FERNANDO HONORATO BARBOSA |
JEFERSON RICARDO GARCIA HONORATO |
JOSÉ GOMES FERNANDES |
JOSÉ LEANDRO BORGES |
JULIO CARDOSO PAIXÃO |
JULIO CESAR JOAQUIM |
LAYETTE LAMARTINE AZEVEDO JUNIOR |
LEANDRO JOSÉ DINIZ |
MANOEL GUEDES DE ARAUJO NETO |
NAIRO JOSÉ MARTINELLI VIDAL JÚNIOR |
ROBERTO FRANÇA |
ROBERTO MEDEIROS PAULA |
ROMERO GOMES DE ALBUQUERQUE |
RUBIA BECKER |
RUY CELSO ROSA FILHO |
VASCO AZEVEDO |
| |
242 – Reference Form – 2023 | |
| 7. Shareholders’ meeting and management |
| |
| c) | if relevant, supplier, client, debtor or creditor of the issuer, its subsidiary, or controlling or
subsidiaries of any of these people: |
None.
7.7
– Describe the provisions of any agreements, including insurance policies, which provide for the payment or reimbursement of expenses
incurred by directors, arising from the repair of damages caused to third parties or to the issuer, of penalties imposed by state agents,
or agreements with the aim of terminating administrative or judicial proceedings, by virtue of the exercise of their duties
The
managers and other representatives of Bradesco have two mechanisms of property protection, namely: (a) the General Civil Liability Insurance
of Management (Insurance “Directors & Officers” – D&O), and/or (b) the Indemnity Contracts whose possibility
of accession was approved at the Special and Annual Shareholders’ Meeting of March 10, 2022.
The
purpose of the D&O Insurance is to guarantee worldwide to its managers the payment and/or reimbursement of expenses incurred by unlawful
acts committed in the exercise of its management duties and that result in claims for damages or legal claims, whether arising from third
parties, or from third party individuals, or from the use of the insurance services of the company. legal entities or governmental bodies
that, supposedly, feel harmed by acts practiced by insured persons.
It should
be noted that the policies do not cover: (i) claims filed against insured persons when they are committed with deceit, fraud or bad faith
by the manager; (ii) claims in countries blocked by economic sanctions; and (iii) environmental damage in the USA.
Insured
means any natural person who has been, is or will be, as the case may be, a member of the Board of Directors, the Board of Executive Officers,
the Fiscal Council or any other statutory body or body created by Bradesco's contract or bylaws or its controlled companies and/or subsidiaries,
or any employee who has management authority and/or representation before third parties or whose position implies in the representation
of fact or law of the company to third parties.
For
the period from November 20, 2022 to November 20, 2023, the contracted coverage was US$170 million and the total premium was US$14.6 million,
already including the IOF. The D&O Insurance was renewed for the period from November 20, 2023 to November 20, 2024, with contracted
coverage of US$170 million and the premium paid of US$10.5 million.
Without
prejudice to purchasing the D&O, Bradesco may sign contracts of indemnities in favor of (i) members of the Board of Directors, of
the Board of Executive Officers, of the Fiscal Council and of the advisory committees of Bradesco or of its subsidiaries, (ii) employees
who exercise the role or position of management in the Company or its subsidiaries and (iii) people, employees or otherwise, who have
been appointed by Bradesco to hold positions, whether statutory or not, in entities in which the Company participates as a member, associate
or sponsor (jointly or separately “Beneficiaries”), in order to pay for expenses, indemnities and other amounts incurred by
them in connection with claims, inquiries, investigations, proceedings and arbitration, judicial or administrative proceedings, in Brazil
or abroad, involving acts by the Beneficiaries in the regular exercise of their duties or authority, established by Bradesco.
Bradesco
considers fundamental the existence of property protection mechanisms of Insured Persons/Beneficiaries, as a way of attracting and retaining
qualified employees due to the importance of the work they develop and the circumstances that may lead to loss or losses arising from
the regular exercise of their duties, in order to guarantee the conditions to exercise them with serenity and safety.
| |
243 – Reference Form – 2023 | |
| 7. Shareholders’ meeting and management |
| |
7.8 – Other relevant information
1)
Information pertaining to appointing the Bradesco’s Ombudsman
MARCOS DANIEL BOLL |
date of birth: |
4.11.1972 |
Profession |
Banking Professional |
CPF No. (Tax ID) |
829.357.189-68 |
Date of designation |
3.21.2024 |
Date that office was taken |
|
Term of Office |
Up until the first Meeting of the Board of Directors, which is to be held after the 2026 Annual Shareholders’ Meeting. |
Position |
Officer |
Board
of Directors
In 2023,
twenty-nine (29) meetings were held, between ordinary and extraordinary meetings, and the general average participation of the board members
was eighty-nine percent (89%).
Fiscal
Council
In 2023,
the Body held eighty (80) meetings, between ordinary and extraordinary meetings, and the general average participation of the board members
was ninety-nine percent (99%).
| 3) | Information about the members of the Board of Executive Officers, Board and Regional Board of Executive
Officers, all qualified in item 7.3, elected/re-elected at the Meeting of the Board of Directors held on March 21, 2024. As soon as the
members are approved by the Central Bank of Brazil and take office, we will resubmit this form. |
| 4) | Information about the members of the Board, Mr. Túlio Xavier de Oliveira, Mr. Júlio César
de Almeida Guedes and Mrs. Silvana Rosa Machado, elected/re-elected at the Meeting of the Board of Directors held on April 30, 2024. As
soon as the officers are approved by the Central Bank of Brazil and take office, we will resubmit this form. |
| |
244 – Reference Form – 2023 | |
| 8. Management remuneration |
| |
8. Management remuneration
8.1
– Description of the policy or compensation practice, including the non-statutory board
| a) | Objectives of remuneration policy or practice informing if the remuneration policy has been formally
approved, body responsible for its approval, date of approval and, if the issuer discloses the policy, locations in the world computer
network where the document can be consulted |
In 2012,
Bradesco amended its remuneration policy for managers, approved by the Board of Directors at the Special Meeting of February 6, 2012,
in order to reflect the objectives established by Resolution No. 3,921/10 of the National Monetary Council (CMN), which caused, from that
year on, the payment of part of the amount approved in the Annual Shareholders’ Meeting as variable compensation. Its policy aims
at:
| · | ensuring that the compensation practice is in accordance with the law, rules and regulations that govern
the matter, based on the Manager’s duties, which result from the positions they hold and functions they perform; time dedicated
to their functions; in competence and professional reputation, in view of their experience and qualification; and in the value of their
services in the market; |
| · | providing alignment between compensation practices for the Management and the Organization’s interests,
so that the decisions made are the best possible, seeking to create value for its shareholders and investors; and |
| · | ensuring that the remuneration practice is related to objectives that seek the valuation of the Organization,
encouraging healthy and ethical behaviors, and not encouraging behaviors that raise risk exposure above the levels considered prudent
in the adopted short, medium and long-term strategies. |
The
Remuneration Policy is available on the website:
https://www.bradescori.com.br/en/corporate-governance/corporate-bylaws-and-policies/policies-practices-and-guidelines/
| b) | practices and procedures adopted by the board of directors to define the individual compensation of
the board of directors and board of executive officers, indicating: |
| i. | Those who participate in the process and participate in the decision-making process, identifying how
they participate |
The
governance structure responsible for managing and ensuring compliance with the Remuneration Policy is exercised by the following Bodies
and their responsibilities:
| · | Remuneration Committee of the Bradesco Organization, (i)
analyses the result of the performance assessments in order to propose the payment of the Variable Compensation to be deliberated by the
Board of Directors; (ii) proposes to the Board of Directors the Overall Amount of the compensation
(Monthly Compensation and Variable Compensation) to be distributed to the Management of each company of the Organization; and (iii)
proposes to the Board of Directors the payment of Variable Compensation to the Management of each company of the Organization. |
| · | Board of Directors, evaluating the Remuneration Committee and deliberating on them. |
| · | Shareholders’ Meeting / Meeting of Quota Members, approves the Overall Amount of the company’s
concession. |
| ii. | criteria and methodology used to determine the individual remuneration, indicating whether studies
are used to verify market practices and, if so, the criteria for comparison and the scope of such studies: |
The
guidelines established in the Remuneration Policy are in compliance with the laws, rules and regulations that govern the subject, observing
the following rules:
| · | to ensure the establishment of remuneration practice for all Managers of the Organization, which includes
the Members of the Board of Directors, the CEO and other Officers, maintaining the uniformity
of compensation among the members of the same hierarchy (position), and there may be differentiation as a result of time in the position,
experience, academic formation or other differential that the Board of Directors deems appropriate. The compensation is distributed in
fixed monthly installments; |
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245 – Reference Form – 2023 | |
| 8. Management remuneration |
| |
| · | to ensure that the practice of compensation is in conformity with the legislation, rules and regulations
that govern the matter, and it is the responsibility of the Board of Directors and the relevant Management Bodies to determine the compensation
of each of the managers based on: (i) the responsibilities of the Managers, considering the different positions they occupy and the functions
they perform; (ii) the time devoted to their duties; (iii) the professional competence and reputation, in view of their experience and
qualification; and (iv) the value of its services in the market; |
| · | to promote the alignment between the compensation practices of the Managers and the interests of the Organization,
so that the decisions made are the best possible, seeking to create value for its shareholders and investors; and |
| · | to ensure that the practice of compensation is related to objectives that
seek the appreciation of the Organization, encouraging healthy and ethical behaviors, and not encouraging behaviors that raise
exposure |
| iii. | how often and how the board of directors assesses the adequacy of the issuer’s remuneration policy. |
Annually.
| c) | Composition of remuneration, indicating: |
| i. | description of the various elements that make up the remuneration, including, for each of them: |
| · | its objectives and alignment with the issuer’s short, medium and long-term
interests |
| a) | Board of Directors and Board of Executive Officers |
The
remuneration of the members of the Board of Directors, the Chief Executive Officer and the other Officers consists of Fixed Compensation,
represented by Monthly Compensations fixed for the duration of their term, and Variable Compensation, based on target criteria and performance
indicators, attributed according to the criteria of multiple Monthly Compensation, up to the limit authorized by the Shareholders’
Meeting.
In addition,
annually, a proposal is submitted to the approval of the Shareholders’ Meeting to fund the Pension Plan for Managers, the amounts
of which are shown in item 8.2, as post-employment benefits, which aims to ensure the commitment of managers and the CEO to the present
and future development of the Company’s activities, that is, its operations focusing on business perpetuity and long-term value
generation.
Pursuant
to CVM/SEP Annual Circular Letter 2024, we are not indicating in item 8.2, regarding years 2021, 2022 and 2023, the amounts corresponding
to social security contributions (INSS) paid by Bradesco. For the prediction of the current fiscal year, we are also not considering the
contributions to the INSS.
The
remuneration of the members of the Fiscal Council is established by the Shareholders’ Meeting that elects them. For the Effective
Members (in-office), their remuneration may not be less than ten percent (10%) of the monthly remuneration that, on average, is attributed
to each Officer, as fixed remuneration, not including, in accordance with the current legislation, benefits, representation funds and
participation in the Company's profits, in any way.
The
compensation of the Members of the Audit Committee is represented by fixed monthly payments for the term of his mandate, with the exception
of a member which only receives compensation as a member
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246 – Reference Form – 2023 | |
| 8. Management remuneration |
| |
of the Board of Directors,
and aims at rewarding the contribution of each member for acting on advising the Board of Directors in the performance of its attributions
related to the follow up of the accounting practices adopted in the preparation of the Company’s financial statements and of its
subsidiaries, as well as in the process of appointing and evaluating the effectiveness of the independent audit.
Another
important factor in the definition of the compensation is that the Committee’s members must have high technical qualification so
as to exercise their position and at least one of them must have proven knowledge in the areas of accounting and auditing of financial
institutions which qualify him to exercise his function, proving the high degree of expertise required from them, including by the regulatory
bodies.
The
Remuneration Committee, defined in the Bylaws, is composed by members chosen among the members of the Company’s Board of Directors
and also, as required by CMN Resolution No. 3,921/10, by one (1) non-manager member. The members of the Board of Directors and the non-manager
member, when an employee of the Bradesco Organization, are not compensated due to the position of member of the Remuneration Committee.
While being a non-employee, when nominated, the member has his/her compensation set by the Board of Directors, according to the market
parameters. No Manager of the Bradesco Organization is remunerated for the functions that they exercise in the Bradesco Organization committees.
The
members of the other committees are compensated only for the duties they perform in the management bodies or executive areas in which
they act in the Bradesco Organization. No Manager of Bradesco Organization is compensated for duties that they perform in the referred
committees.
One
of the guidelines of the Remuneration Policy of the Management is to ensure that the remuneration practice is related to objectives that
seek the valuation of the Bradesco Organization and of the individual, encouraging healthy and ethical behaviors, and not encouraging
behaviors that raise risk exposure above the levels considered prudent in the adopted short, medium and long-term strategies adopted by
the Bradesco Organization.
As a
result of this, through the payment of fixed compensation, Bradesco seeks, in the short-term, to align its interests with those of its
Management.
In order
to encourage the alignment of interests in the medium-term, Bradesco can make the payment of a variable compensation to its Management,
including the CEO, which will be approved once it has been verified that certain indicators have been met.
The
payment of the variable compensation will be made upon receipt of fifty percent (50%) in cash and fifty percent (50%) destined to the
acquisition of preferred shares issued by Bradesco or PNB shares issued by BBD Participações S.A. (company that is a member
of the control group of Bradesco), which shall be recorded and will be unavailable (“Restricted Shares”), becoming available
in three (3) equal, annual and successive installments.
The
Restricted Shares held by the Directors and Chief Executive Officer will be affected (“clawback”) if there is a significant
reduction in Bradesco’s recurring profit, or if the financial result is negative, during the deferral period.
In
addition, Managers are entitled to a Pension Plan that aims to ensure that their performance is in line with the sustainability of the
business and the creation of long-term values for the Company. This systematic approach binds the Managers to cautious management in
practice and in line with the long-term risks, leading to the increase of the values distributed to the shareholders of the Company.
| · | proportion in total remuneration in the last 3 fiscal years |
The
Management remuneration is comprised of Fixed Compensation, represented by Monthly Compensations established according to the duration
of their term, and Variable Compensation awarded according to the criteria of multiple Monthly Compensations, based on target criteria
and performance indicators, up to the limit authorized by the Shareholders’ Meeting.
| |
247 – Reference Form – 2023 | |
| 8. Management remuneration |
| |
We
highlight that the proportion/percentage of each element in the total compensation is not established, and it can be changed annually.
Fiscal Year ended in December 31, 2023 |
Annual Fixed Compensation |
Variable Compensation |
Post-Employment Benefit (1) |
Total |
Board of Directors |
42.46% |
56.23% |
1.31% |
100.0% |
Board of Executive Officers |
25.98% |
24.55% |
49.46% |
100.0% |
Fiscal Council |
100.00% |
0.0% |
0.0% |
100.0% |
Audit Committee |
100.00% |
0.0% |
0.0% |
100.0% |
Fiscal Year ended in December 31, 2022 |
Annual Fixed Compensation |
Variable Compensation |
Post-Employment Benefit (1) |
Total |
Board of Directors |
37.29% |
61.55% |
1.16% |
100.00% |
Board of Executive Officers |
20.10% |
35.63% |
44.28% |
100.00% |
Fiscal Council |
100.00% |
0.0% |
0.0% |
100.00% |
Audit Committee |
100.00% |
0.0% |
0.0% |
100.00% |
Fiscal Year ended in December 31, 2021 |
Annual Fixed Compensation |
Variable Compensation |
Post-Employment Benefit (1) |
Total |
Board of Directors |
31.45% |
67.49% |
1.06% |
100.0% |
Board of Executive Officers |
16.66% |
39.06% |
44.28% |
100.0% |
Fiscal Council |
100.00% |
0.0% |
0.0% |
100.0% |
Audit Committee |
100.00% |
0.0% |
0.0% |
100.0% |
| (1) | The amounts corresponding to post-employment benefits are related to the
Managers’ pension plan. |
·
methodology for calculating and adjusting
Board
of Directors and Board of Executive Officers
| · | Fixed Compensation or Monthly Compensation: monthly fixed compensations established for the period
of the Manager’s term. |
| · | Variable Compensation: amount attributed to the Managers, as performance compensation, in addition
to the Fixed Compensation, based on the target criteria and performance indicator. It is important to highlight that the total Variable
Compensation will be paid on a date defined by the Board of Directors, and 50% of the net value of the Variable Compensation will be allocated
for the purchase of PNB shares issued by BBD Participações S.A. (PNB BBD Shares) and/or preferred shares issued by Bradesco
(Bradesco preferred shares), which are filed and unavailable (“Restricted Shares”). The Restricted Shares become available
in three (3) equal, annual and successive installments. The first installment will expire one year after the date of the acquisition of
shares. |
| · | Overall Amount: includes the total compensation (fixed compensations and variable compensation). |
To
determine the overall amount for compensation, Bradesco Organization observes the following criteria:
| 1. | Bradesco Organization’s Remuneration Committee: proposes to the Board of Directors the Overall
Amount for compensation (Monthly Compensation and Variable Compensation). The payment of Variable Compensation will observe the target
criteria and performance indicators to be established and will be limited to Overall Amount, to be distributed to the Managers. |
| |
248 – Reference Form – 2023 | |
| 8. Management remuneration |
| |
To define
the Overall Amount for compensation (Monthly Compensations and Variable Compensation), the Remuneration Committee shall observe the following
aspects:
| · | size and result of the company comparing to its competitors; |
| · | domestic and foreign economic conditions, taking into consideration the past, present and future scenarios; |
| · | internal and external factors that may affect the Bradesco Organization’s businesses (current and
potential risks); and |
| · | Bradesco Organization’s Overall performance, involving the recurrent income realized and the capacity
to produce cash flows. |
The
Remuneration Committee will use other indicators when it deems necessary and suitable. In addition, it will use studies, evaluations,
surveys and other materials prepared by the technical areas, such as Research and Economic Studies, Controllership, General Accounting
and Integrated Risk Control Department, besides other areas it deems appropriate.
| 2. | Board of Directors: the most important management Body of the Bradesco Organization, it must evaluate
the Remuneration Committee proposals and resolve on them. |
| 3. | Shareholders’ Meeting: it is incumbent on the Shareholders’ Meeting to approve the
Overall Amount for the compensation of the Company. |
Once
all the steps to determine and approve the Overall Amount for compensation are fulfilled, it is incumbent on the Board of Directors of
Bradesco to establish the compensation of each one of the Managers, comprised by Monthly Compensation and, based on the fulfillment of
the target criteria and indicators, Variable Compensation.
Audit
Committee
The
process to calculate and readjust the Audit Committee’s compensation starts in the Remuneration Committee.
The
Board of Directors, on its turn, evaluates the recommendations and proposals of this Committee and defines the amount of compensation
for each Committee’s member.
| · | key performance indicators are taken into account, including, where appropriate, indicators linked to
ESG |
Corporate
assessment process
The
uniformity in the treatment of work areas is one of the keys for the Bradesco Organization’s effectiveness, as a manner to inhibit
individualism, maintaining a good work environment favorable for teamwork.
The
Organization maintains a collegiate management culture, in which all relevant decisions, business or administrative ones, are made by
committees composed, primarily, by Managers.
Thus,
even with the establishment of goals and objectives for all areas, individually, considering the Board of Directors, the Chief Executive
Officer and Statutory Board of Executive Officers, for purposes of compensation, prevails the Overall performance of the Organization,
making no segregation of area, whether it is considered as area of business or support, technical or relationship.
This
overall performance, denominated in the Corporate Rule as Corporate Assessment Process takes into consideration the outcome of performance
indicators, as follows:
| · | ROAE – Return on Equity – Adjusted; |
| · | Overall Customer Satisfaction Index; |
| · | Operating Efficiency Ratio (ER); |
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249 – Reference Form – 2023 | |
| 8. Management remuneration |
| |
| · | Social and Environmental Dimension of Market Indexes; and |
Individual
assessment process
The
individual performance of the Managers, as well as their corresponding areas, is accompanied by their respective superiors, according
to the formal evaluation process, in compliance with the requirements of CMN Resolution No. 3,921/10.
For
the formal assessment process, specific indicators are defined for areas and for individual assessment, according to the Managers’
functions, taking into account the areas for business, controls, and other supporting areas.
For
the assessment of areas, at least the following groups of indicators are considered:
| a) | main activity actions: are indicators that suggest the goals and objectives of the main activities of
the area; |
| b) | actions focused on operational efficiency: are indicators that measure the operating efficiency, in order
to maximize their results with minimum use of resources; |
| c) | actions directed to risk management: are corporate indicators that measure exposure to risk and the internal
controls, properly monitored by the responsible Area (Integrated Risk Control Department – DCIR); |
| d) | actions directed to customer service: are indicators that assess the results/levels of satisfaction of
internal and/or external clients; and |
| e) | actions directed to environmental aspects: are indicators that assess the degree of compliance with the
Corporate Sustainability Strategy, in conducting the objectives of the areas, considering ESG aspects (Environmental, including Climate
Change, Social and Governance) and performance in the main Sustainability Indexes and Ratings. |
For
individual assessment, at least the following indicators are considered:
| a) | quality of the products/services: aims to evaluate the quality standards of products/services offered/rendered
according to the area of the Manager assessed; |
| b) | commitment to strategy: aims to evaluate if its performance reflected positively with material contributions
to the Strategic Planning in the period; |
| c) | participation in collegiate decisions: aims to evaluate the active participation in meetings and committees,
with opinions that contributed to the submitted decisions; |
| d) | leadership team: evaluates the team management process; |
| e) | planning: assesses the ability to plan the activities of their area in the medium- and long-term; |
| f) | overview: evaluates, mainly, the Managers’ vision about future trends to meet the demands of the
market; and |
| g) | applies to the Board of Directors and its respective members, if suitable, the indicators listed above. |
The
performance assessment of Managers in the areas of internal control and risk management must be based on the achievement of the objectives
of their own functions and not specifically on the overall performance of the Organization. The Integrated Risk Control Department –
DCIR and the General Inspectorate Department – IGL are considered areas of internal control and risk management in the context of
the Bradesco Organization, as well as the related areas of other companies of the Bradesco Organization.
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250 – Reference Form – 2023 | |
| 8. Management remuneration |
| |
ii.
reasons that justify the composition of compensation
The
compensation structure for the Managers and the CEO of Bradesco, composed of a fixed compensation (monthly fees) and a variable compensation
(multiple fixed fees), in line with the guidelines set out in its Management Remuneration Policy, which takes into account the rules issued
by CMN Resolution No. 3,921/10, and, in addition, the post-employment benefit in the Supplementary Pension Plan, seek to align the interests
of the Managers with the projects and results of Bradesco.
In addition,
the composition of compensation and the post-employment benefit are based on the management’s alignment with the short-, medium-
and long-term results and risks of the Company, as well as them being justified as a means to retain knowledgeable and high-quality Managers
among the staff members of Bradesco.
iii.
existence of non-remunerated members by the issuer and the reason for this fact
Not
applicable.
| d) | existence of compensation supported by subsidiaries, controlled or direct or indirect controllers |
Not
applicable.
| e) | existence of any compensation or benefit related to the occurrence of certain corporate event, such
as the sale of the corporate control of the issuer |
Not
applicable.
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251 – Reference Form – 2023 | |
| 8. Management remuneration |
| |
8.2 – total compensation of the board of directors, statutory board of executive officers and fiscal council
Total compensation for the current Fiscal Year (2024) - Annual Amounts |
|
Board of Directors |
Statutory Board of Executive Officers |
Fiscal Council |
Total |
Total number of members |
11.00 |
93.00 |
10.00 |
114.00 |
Number of remunerated members |
11.00 |
93.00 |
10.00 |
114.00 |
Fixed annual compensation |
25,819,200.00 |
161,854,764.00 |
1,500,000.00 |
189,173,964.00 |
Salary or managerial role compensation |
25,819,200.00 |
161,854,764.00 |
1,500,000.00 |
189,173,964.00 |
Direct and indirect benefits |
- |
- |
- |
- |
Committee membership |
- |
- |
- |
- |
Description of other fixed compensation |
- |
- |
- |
- |
Variable compensation |
27,970,800.00 |
197,457,044.00 |
- |
225,427,844.00 |
Bonus |
27,970,800.00 |
197,457,044.00 |
- |
225,427,844.00 |
Profit sharing |
- |
- |
- |
- |
Attending meetings |
- |
- |
- |
- |
Commissions |
- |
- |
- |
- |
Other |
- |
- |
- |
- |
Description of other variable compensation |
Of the total variable compensation, based on the criteria of targets and performance indicators, 50% of the net value will be allocated to the acquisition of PNB shares issued by BBD Participações S.A. (BBD PNB Shares) and/or PN shares issued by Bradesco (PN Shares Bradesco), and will become available in three (3) equal, annual and successive installments, with the first installment being due in the subsequent year of the effective payment date. |
- |
- |
Post-employment |
859,716.00 |
379,140,284.00 |
- |
380,000,000.00 |
Leaving position |
- |
- |
- |
- |
Stock based |
- |
- |
- |
- |
Note |
The corresponding values of the post-employment benefits refer to the Pension Plan of the Managers mentioned in item 8.14. |
- |
- |
Compensation Total |
54,649,716.00 |
738,452,092.00 |
1,500,000.00 |
794,601,808.00 |
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252 – Reference Form – 2023 | |
| 8. Management remuneration |
| |
Total compensation for the current Fiscal Year on December 31, 2023 - Annual Amounts |
|
Board of Directors |
Statutory Board of Executive Officers |
Fiscal Council |
Total |
Total number of members |
11.00 |
88.75 |
9.50 |
109.25 |
Number of remunerated members |
11.00 |
88.75 |
9.50 |
109.25 |
Fixed annual compensation |
25,819,200.00 |
190,286,460.00 |
1,470,000.00 |
217,575,660.00 |
Salary or managerial role compensation |
25,819,200.00 |
190,286,460.00 |
1,470,000.00 |
217,575,660.00 |
Direct and indirect benefits |
- |
- |
- |
- |
Committee membership |
- |
- |
- |
- |
Description of other fixed compensation |
- |
- |
- |
- |
Variable compensation |
34,190,800.00 |
179,805,348.00 |
- |
213,996,148.00 |
Bonus |
34,190,800.00 |
179,805,348.00 |
- |
213,996,148.00 |
Profit sharing |
- |
- |
- |
- |
Attending meetings |
- |
- |
- |
- |
Commissions |
- |
- |
- |
- |
Other |
- |
- |
- |
- |
Description of other variable compensation |
Of the total variable compensation, based on the criteria of targets and performance indicators, 50% of the net value will be allocated to the acquisition of PNB shares issued by BBD Participações S.A. (BBD PNB Shares) and/or PN shares issued by Bradesco (PN Shares Bradesco), and will become available in three (3) equal, annual and successive installments, with the first installment being due in the subsequent year of the effective payment date. |
- |
- |
Post-employment |
793,584.00 |
362,206,416.00 |
- |
363,000,000.00 |
Leaving position |
- |
- |
- |
- |
Stock based |
- |
- |
- |
- |
Note |
The corresponding values of the post-employment benefits refer to the Pension Plan of the Managers mentioned in item 8.14. |
- |
- |
Compensation Total |
60,803,584.00 |
732,298,224.00 |
1,470,000.00 |
794,571,808.00 |
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253 – Reference Form – 2023 | |
| 8. Management remuneration |
| |
Total compensation for the current Fiscal Year on December 31, 2022 - Annual Amounts |
|
Board of Directors |
Statutory Board of Executive Officers |
Fiscal Council |
Total |
Total number of members |
10.83 |
90.00 |
8.58 |
109.41 |
Number of remunerated members |
10.83 |
90.00 |
8.58 |
109.41 |
Fixed annual compensation |
22,642,400.00 |
164,419,918.00 |
1,381,500.00 |
188,443,818.00 |
Salary or managerial role compensation |
22,642,400.00 |
164,419,918.00 |
1,381,500.00 |
188,443,818.00 |
Direct and indirect benefits |
- |
- |
- |
- |
Committee membership |
- |
- |
- |
- |
Description of other fixed compensation |
- |
- |
- |
- |
Variable compensation |
37,367,600.00 |
291,488,449.35 |
- |
328,856,049.35 |
Bonus |
37,367,600.00 |
291,488,449.35 |
- |
328,856,049.35 |
Profit sharing |
- |
- |
- |
- |
Attending meetings |
- |
- |
- |
- |
Commissions |
- |
- |
- |
- |
Other |
- |
- |
- |
- |
Description of other variable compensation |
Of the total variable compensation, based on the criteria of targets and performance indicators, 50% of the net value will be allocated to the acquisition of PNB shares issued by BBD Participações S.A. (BBD PNB Shares) and/or PN shares issued by Bradesco (PN Shares Bradesco), and will become available in three (3) equal, annual and successive installments, with the first installment being due in the subsequent year of the effective payment date. |
- |
- |
Post-employment |
705,408.00 |
362,294,592.00 |
- |
363,000,000.00 |
Leaving position |
- |
- |
- |
- |
Stock based |
- |
- |
- |
- |
Note |
The corresponding values of the post-employment benefits refer to the Pension Plan of the Managers mentioned in item 8.14. |
- |
- |
Compensation Total |
60,715,408.00 |
818,202,959.35 |
1,381,500.00 |
880,299,867.35 |
| |
254 – Reference Form – 2023 | |
| 8. Management remuneration |
| |
Total compensation for the current Fiscal Year on December 31, 2021- Annual Amounts |
|
Board of Directors |
Statutory Board of Executive Officers |
Fiscal Council |
Total |
Total number of members |
9.50 |
88.17 |
5.00 |
102.67 |
Number of remunerated members |
9.50 |
88.17 |
5.00 |
102.67 |
Fixed annual compensation |
19,076,000.00 |
136,329,740.00 |
1,080,000.00 |
156,485,740.00 |
Salary or managerial role compensation |
19,076,000.00 |
136,329,740.00 |
1,080,000.00 |
156,485,740.00 |
Direct and indirect benefits |
- |
- |
- |
- |
Committee membership |
- |
- |
- |
- |
Description of other fixed compensation |
- |
- |
- |
- |
Variable compensation |
40,934,000.00 |
319,578,627.35 |
- |
360,512,627.35 |
Bonus |
40,934,000.00 |
319,578,627.35 |
- |
360,512,627.35 |
Profit sharing |
- |
- |
- |
- |
Attending meetings |
- |
- |
- |
- |
Commissions |
- |
- |
- |
- |
Other |
- |
- |
- |
- |
Description of other variable compensation |
Of the total variable compensation, based on the criteria of targets and performance indicators, 50% of the net value will be allocated to the acquisition of PNB shares issued by BBD Participações S.A. (BBD PNB Shares) and/or PN shares issued by Bradesco (PN Shares Bradesco), and will become available in three (3) equal, annual and successive installments, with the first installment being due in the subsequent year of the effective payment date. |
- |
- |
Post-employment |
644,160.00 |
362,355,840.00 |
- |
363,000,000.00 |
Leaving position |
- |
- |
- |
- |
Stock based |
- |
- |
- |
- |
Note |
The corresponding values of the post-employment benefits refer to the Pension Plan of the Managers mentioned in item 8.14. |
- |
- |
Compensation Total |
60,654,160.00 |
818,264,207.35 |
1,080,000.00 |
879,998,367.35 |
| |
255 – Reference Form – 2023 | |
| 8. Management remuneration |
| |
8.3 – variable compensation of the board of directors, statutory board of executive officers and fiscal council
a)
body (see table in “d.ii” below)
b)
number of members (see table in “d.ii” below)
c)
number of remunerated members (see table in “d.ii” below)
d)
in relation to bonus:
| i. | minimum amount predicted in the compensation plan |
Bradesco
does not establish a minimum amount in the compensation plan for the Board of Directors, Statutory Board of Executive Officers and Fiscal
Council.
| ii. | maximum amount predicted in the compensation plan |
Maximum
amount set in the compensation plan for the current fiscal year:
Body |
Board of Directors |
Statutory Board of Executive Officers |
Fiscal Council |
Total |
Total number of members |
11.00 |
93.00 |
10.00 |
114.00 |
Number of remunerated members |
11.00 |
93.00 |
10.00 |
114.00 |
Bonus |
- |
- |
- |
- |
Minimum amount predicted in the compensation plan |
- |
- |
- |
- |
Maximum amount predicted in the compensation plan |
- |
- |
- |
- |
Amount predicted in the compensation plan, in case the goals established were achieved |
27,970,800.00 |
197,457,044.00 |
- |
225,427,844.00 |
Profit sharing |
- |
- |
- |
- |
Minimum amount predicted in the compensation plan |
- |
- |
- |
- |
Maximum amount predicted in the compensation plan |
- |
- |
- |
- |
Amount predicted in the compensation plan, in case the goals established were achieved |
- |
- |
- |
- |
| iii. | amount predicted in the compensation plan, in case the goals established were achieved |
Bradesco
does not establish compensation amount automatically associated with the achievement of goals for the Board of Directors, CEO, Statutory
Board of Executive Officers and Fiscal Council.
So,
even with the establishment of goals and objectives for all areas, individually, for compensation purposes, prevails the Overall performance
of the Bradesco Organization, irrespective of the area, whether it is considered support or business, technical or relationship area.
| |
256 – Reference Form – 2023 | |
| 8. Management remuneration |
| |
| iv. | amount effectively recognized in the results of the last three fiscal years |
Total compensation of the fiscal year 2023 – annual amount |
Body |
Board of Directors |
Statutory Board of Executive Officers |
Fiscal Council |
Total |
Total number of members |
11.00 |
88.75 |
9.50 |
109.25 |
Number of remunerated members |
11.00 |
88.75 |
9.50 |
109.25 |
Bonus |
- |
- |
- |
- |
Minimum amount predicted in the compensation plan |
- |
- |
- |
- |
Maximum amount predicted in the compensation plan |
- |
- |
- |
- |
Amount effectively recognized in the results |
34,190,800.00 |
179,805,348.00 |
- |
213,996,148.00 |
Profit sharing |
- |
- |
- |
- |
Minimum amount predicted in the compensation plan |
- |
- |
- |
- |
Maximum amount predicted in the compensation plan |
- |
- |
- |
- |
Amount predicted in the compensation plan, in case the goals established were achieved. |
- |
- |
- |
- |
Amount effectively recognized in the results |
- |
- |
- |
- |
Total compensation of the fiscal year 2022 – annual amount |
Body |
Board of Directors |
Statutory Board of Executive Officers |
Fiscal Council |
Total |
Total number of members |
10.83 |
90.00 |
8.58 |
109.41 |
Number of remunerated members |
10.83 |
90.00 |
8.58 |
109.41 |
Bonus |
- |
- |
- |
- |
Minimum amount predicted in the compensation plan |
- |
- |
- |
- |
Maximum amount predicted in the compensation plan |
- |
- |
- |
- |
Amount effectively recognized in the results |
37,367,600.00 |
291,488,449.35 |
- |
328,856,049.35 |
Profit sharing |
- |
- |
- |
- |
Minimum amount predicted in the compensation plan |
- |
- |
- |
- |
Maximum amount predicted in the compensation plan |
- |
- |
- |
- |
Amount predicted in the compensation plan, in case the goals established were achieved. |
- |
- |
- |
- |
Amount effectively recognized in the results |
- |
- |
- |
- |
| |
257 – Reference Form – 2023 | |
| 8. Management remuneration |
| |
Total compensation of the fiscal year 2021 – annual amount |
Body |
Board of Directors |
Statutory Board of Executive Officers |
Fiscal Council |
Total |
Total number of members |
9.50 |
88.17 |
5.00 |
102.67 |
Number of remunerated members |
9.50 |
88.17 |
5.00 |
102.67 |
Bonus |
- |
- |
- |
- |
Minimum amount predicted in the compensation plan |
- |
- |
- |
- |
Maximum amount predicted in the compensation plan |
- |
- |
- |
- |
Amount effectively recognized in the results |
40,934,000.00 |
319,578,627.35 |
- |
360,512,627.35 |
Profit sharing |
- |
- |
- |
- |
Minimum amount predicted in the compensation plan |
- |
- |
- |
- |
Maximum amount predicted in the compensation plan |
- |
- |
- |
- |
Amount predicted in the compensation plan, in case the goals established were achieved |
- |
- |
- |
- |
Amount effectively recognized in the results |
- |
- |
- |
- |
| e) | in relation to the profit sharing: |
| i. | minimum amount predicted in the compensation plan |
Bradesco
does not establish any amount corresponding to the profit sharing in the compensation plan for the Board of Directors, CEO, Statutory
Board of Executive Officers and Fiscal Council.
| ii. | maximum amount predicted in the compensation plan |
Bradesco
does not establish any amount corresponding to the profit sharing in the compensation plan for the Board of Directors, CEO, Statutory
Board of Executive Officers and Fiscal Council.
| iii. | amount predicted in the compensation plan, in case the goals established were achieved |
Bradesco
does not establish any amount corresponding to the profit sharing in the compensation plan for the Board of Directors, CEO, Statutory
Board of Executive Officers and Fiscal Council.
| iv. | amount effectively recognized in the result of the last three fiscal years |
Bradesco
does not establish any amount corresponding to the profit sharing in the compensation plan for the Board of Directors, CEO, Statutory
Board of Executive Officers and Fiscal Council.
8.4
– Compensation plan based on shares of the board of directors and the statutory board of executive officers
Bradesco
has no compensation plan based on shares option for the Board of Directors and Statutory Board of Executive Officers.
Pursuant
to Resolution No. 3,921/10, the payment of Variable Compensation, due to the corporate assessment process and upon achievement of performance
goals, 50% of the net amount paid by the Manager will be allocated for the acquisition of PNB shares issued by BBD Participações
S.A. (PNB BBD Shares) and/or preferred shares issued by Bradesco (Bradesco Preferred Shares), which will be recorded and unavailable (“Restricted
Shares”). The Restricted Shares will become available in three (3) equal, annual and successive installments, expiring the first
installment one year after the date of the acquisition of shares.
| |
258 – Reference Form – 2023 | |
| 8. Management remuneration |
| |
8.5 – Compensation based on shares of the board of directors and of the statutory board of executive officers
Bradesco
has no compensation plan based on shares option for the Board of Directors and the Statutory Board of Executive Officers.
Pursuant
to Resolution No. 3,921/10, the payment of Variable Compensation, due to the corporate assessment process and upon achievement of performance
goals, 50% of the net amount paid by the Manager will be allocated for the acquisition of PNB shares issued by BBD Participações
S.A. (PNB BBD Shares) and/or preferred shares issued by Bradesco (Bradesco Preferred Shares), which will be recorded and unavailable (“Restricted
Shares”). The Restricted Shares will become available in three (3) equal, annual and successive installments, expiring the first
installment one year after the date of the acquisition of shares.
8.6
– Information on the options for buying shares performed in the last three fiscal years and planned for the current fiscal year,
of the board of directors and the statutory board of executive officers
Bradesco
has no compensation plan based on shares option for the Board of Directors and the Statutory Board of Executive Officers.
8.7
– Options exercised and open shares of the board of directors and the statutory board of executive officers at the end of the last
fiscal year
Bradesco
has no compensation plan based on shares option for the Board of Directors and the Statutory Board of Executive Officers.
8.8
– Options exercised relating to share-based compensation of the board of directors and the statutory board of executive officers
in the last three fiscal years
Bradesco
has no compensation plan based on shares option for the Board of Directors and the Statutory Board of Executive Officers.
8.9
– In relation to the compensation based on shares, in the form of shares to be delivered directly to the beneficiaries, recognized
in the result of the last three fiscal years and that foreseen for the current fiscal year, of the board of directors and of the statutory
board of executive officers
Bradesco
has no compensation plan based on shares (including in shares option) for the Board of Directors and Statutory Board.
The payment
of the variable compensation of the Management is accounted for in expenses of staff with the payment of social charges (INSS) and recognized
in the same fiscal year. Of the net total (after legal discounts) credited to the checking account of the manager, 50% is debited to acquire
PNB shares issued by BBD Participações S.A. (PNB BBD shares) and/or PN shares issued by Bradesco (PN Bradesco Shares), which
are recorded on their behalf and unavailable for trading, and released 1/3 each year in the following fiscal years.
| |
259 – Reference Form – 2023 | |
| 8. Management remuneration |
| |
8.10 - In relation to each share program performed in the last three fiscal years and planned for the current fiscal year, for the board
of directors and the statutory board
Bradesco
has no compensation plan based on shares (including in share options) for the Board of Directors and Statutory Board.
The payment
of the variable compensation of the Management is accounted for in expenses of staff with the payment of social charges (INSS) and recognized
in the same fiscal year. Of the net total (after legal discounts) credited to the checking account of the manager, 50% is debited to acquire
PNB shares issued by BBD Participações S.A. (PNB BBD shares) and/or PN shares issued by Bradesco (PN Bradesco Shares), which
are recorded on its behalf and unavailable for trading, and released 1/3 each year in the following fiscal years.
8.11
- In relation to shares delivered regarding the compensation based on shares of the board of directors and the statutory board of executive
officers, in the last three fiscal years
Bradesco
has no compensation plan based on shares (including in share options) for the Board of Directors and Statutory Board.
The payment
of the variable remuneration of the directors is accounted for in expenses of staff with the payment of social charges (INSS) and recognized
in the same fiscal year. Of the net total (after legal discounts) credited to the checking account of the manager, 50% is debited to acquire
PNB shares issued by BBD Participações S.A. (PNB BBD shares) and/or PN shares issued by Bradesco (PN Bradesco Shares), which
are recorded on their behalf and unavailable for trading, and released 1/3 each year in the following fiscal years.
8.12
- Information necessary to understand the data disclosed in items 8.5 to 8.11 - Method of pricing the value of shares and options
Bradesco
has no compensation plan based on shares (including in share options) for the Board of Directors and Statutory Board.
The payment
of the variable remuneration of the directors is accounted for in expenses of staff with the payment of social charges (INSS) and recognized
in the same fiscal year. Of the net total (after legal discounts) credited to the checking account of the manager, 50% is debited to acquire
PNB shares issued by BBD Participações S.A. (PNB BBD shares) and/or PN shares issued by Bradesco (PN Bradesco Shares), which
are recorded on their behalf and unavailable for trading, and released 1/3 each year in the following fiscal years.
| |
260 – Reference Form – 2023 | |
| 8. Management remuneration |
| |
8.13 – Number of shares, quotas and other securities convertible into shares held by managers and members of the fiscal council
– by body
BODY |
BRADESCO |
CIDADE DE DEUS |
BBD PARTICIPAÇÕES |
BRADESPAR |
Common |
Preferred |
Common |
Common |
Preferred |
PNB |
Common |
Preferred |
Board of Directors |
17,407,266 |
40,918,392 |
347,661,584 |
41,727,088 |
0 |
1,777,730 |
228,333 |
975,051 |
Board of Executive Officers |
82,882 |
2,773,352 |
0 |
41,024,813 |
4,751,463 |
3,670,759 |
0 |
10,001 |
Fiscal Council |
324 |
76,707 |
0 |
0 |
0 |
0 |
9 |
1,382 |
8.14
– Information on private pension plans granted to the members of the Board of Directors and of the statutory board of executive
officers
See
table 8.14.
See
table 8.14.
| c) | number of remunerated members |
See
table 8.14.
Bradesco
Organization’s Pension Plan
| e) | number of managers that meet the conditions to retire |
See
table 8.14.
| f) | conditions for early retirement |
In case
the participant is older than 55 when they withdraw from the Bradesco Organization, if they retire by the INSS (Social Security), and
have contributed to the Plan for at least 10 years, they may choose to receive a proportional Instant Monthly Income, resulting from the
amount accumulated in the participant’s individual account (contributions made by the company and the participant).
| g) | updated value of accumulated contributions in the pension plan until the end of last fiscal year, deducting
the portion related to contributions directly made by the managers |
See
table 8.14.
| h) | total value of accumulated contributions during the last fiscal year, deducting the portion related
to contributions directly made by the managers |
See
table 8.14.
| i) | if there is the possibility of early redemption and the conditions for that |
There
is the possibility of early redemption after the grace period of a full calendar year, counted from the first working day of the month
of January of the year following the contribution, in compliance with the rules governing the subject.
| |
261 – Reference Form – 2023 | |
| 8. Management remuneration |
| |
Table
8.14
Body (Item “a”) |
Total number of members (Items “b and c”) |
Item “e” |
Item “g” |
Item “h” |
Total number of members |
Number of remunerated members |
Retired |
Active |
R$ |
R$ |
Board of Directors |
11.00 |
11.00 |
6 |
5 |
- |
14,140,035.90 |
793,584.00 |
Statutory Board of Executive Officers |
88.75 |
88.75 |
3 |
85 |
- |
756,565,989.99 |
362,206,416.00 |
Total |
99.75 |
99.75 |
9 |
90 |
- |
770,706,025.89 |
363,000,000.00 |
8.15
– Highest, lowest and the average individual compensation for the board of directors, statutory board of executive officers and
fiscal council
Body |
Board of Directors |
Statutory Board of Executive Officers |
Fiscal Council |
12/31/2023 |
12/31/2022 |
12/31/2021 |
12/31/2023 |
12/31/2022 |
12/31/2021 |
12/31/2023 |
12/31/2022 |
12/31/2021 |
Total No. of members |
11.00 |
10.83 |
9.50 |
88.75 |
90.00 |
88.17 |
9.50 |
8.58 |
5.00 |
No. of members paid |
11.00 |
10.83 |
9.50 |
88.75 |
90.00 |
88.17 |
9.50 |
8.58 |
5.00 |
Highest compensation value (Reais) |
6,606,014.55 |
6,821,174.55 |
7,637,100.00 |
26,455,440.00 |
31,417,408.00 |
29,323,800.00 |
240,000.00 |
236,000.00 |
216,000.00 |
Lowest compensation value (Reais) |
5,196,254.55 |
5,207,254.55 |
5,711,500.00 |
3,217,104.00 |
4,096,329.60 |
3,673,659.00 |
60,000.00 |
236,000.00 |
216,000.00 |
Average compensation value (Reais) |
5,527,598.55 |
5,606,224.19 |
6,384,648.42 |
8,251,247.59 |
9,091,143.99 |
9,280,528.61 |
154,736.84 |
160,951.46 |
216,000.00 |
Board
of Directors
12/31/2023 |
The above amounts not include social security contributions to the INSS. |
12/31/2022 |
The
above amounts not include social security contributions to the INSS.
One
(1) member worked for ten (10) months |
12/31/2021 |
The above amounts not include social security contributions to the INSS. |
Statutory
Board of Executive Officers
12/31/2023 |
The
above amounts not include social security contributions to the INSS.
One
(1) Officer worked for one (1) month
One
(1) Officer worked for two (2) months
Three
(3) Officers worked for five (5) months
Seven
(7) Officers worked for six (6) months
One
(1) Officer worked for seven (7) months
One
(1) Officer worked for nine (9) months
One
(1) Officer worked for ten (10) months
Six
(6) Officers worked for eleven (11) months |
12/31/2022 |
The
above amounts not include social security contributions to the INSS.
Six
(6) Officers worked for eleven (11) months
One
(1) Officer worked for ten (10) months
One
(1) Officer worked for eight (8) months
Four
(4) Officers worked for two (2) months |
12/31/2021 |
The above amounts not include social security contributions to the INSS. |
Fiscal
Council
12/31/2023 |
The
above amounts not include social security contributions to the INSS.
Two
(2) Members of the Fiscal Council worked for two (2) months
One
(1) Member of the Fiscal Council worked for six (6) months
Two
(2) Members of the Fiscal Council worked for ten (10) months |
12/31/2022 |
The
above amounts not include social security contributions to the INSS.
Six
(6) Members of the Fiscal Council worked for ten (10) months |
12/31/2021 |
The above amounts not include social security contributions to the INSS. |
| |
262 – Reference Form – 2023 | |
| 8. Management remuneration |
| |
8.16 – Compensation or indemnity mechanisms for managers in case of removal from office or retirement
Bradesco
does not pay this type of compensation to the Board of Directors, Statutory Board of Executive Officers and Fiscal Council.
8.17
– Percentage in total compensation held by management and members of the fiscal council that are related parties to the controlling
companies
Body |
2023 |
2022 |
2021 |
Board of Directors |
54.5% |
54.5% |
60.0% |
Statutory Board of Executive Officers |
95.2% |
91.4% |
79.9% |
Fiscal Council |
0.0% |
0.0% |
0.0% |
8.18
– Compensation of managers and fiscal council’s members, grouped by body, received for any reason other than the position
they occupy
Bradesco
does not pay this type of compensation to the Board of Directors, Statutory Board of Executive Officers and Fiscal Council.
8.19
– Compensation of managers and fiscal council’s members recognized in the income of the controlling shareholders, direct or
indirect, of companies under common control and of the issuer’s subsidiaries
Fiscal
Year 2024 – amounts received that were recognized in the results of subsidiaries according to the exercise of the office in
these companies.
R$ |
Board of Directors |
Statutory Board of Executive Officers |
Fiscal Council |
Total |
Direct and indirect controllers |
- |
- |
- |
- |
Issuer’s subsidiaries |
164,669,558.40 |
- |
- |
164,669,558.40 |
Companies under common control |
- |
- |
- |
- |
Fiscal
Year 2023 – amounts received that were recognized in the results of subsidiaries according to the exercise of the office in
these companies.
R$ |
Board of Directors |
Statutory Board of Executive Officers |
Fiscal Council |
Total |
Direct and indirect controllers |
2,891,724.00 |
- |
- |
2,891,724.00 |
Issuer’s subsidiaries |
162,848,654.40 |
- |
- |
162,848,654.40 |
Companies under common control |
- |
- |
- |
- |
| |
263 – Reference Form – 2023 | |
| 8. Management remuneration |
| |
Fiscal
Year 2022 – amounts received that were recognized in the results of subsidiaries according to the exercise of the office in
these companies.
R$ |
Board of Directors |
Statutory Board of Executive Officers |
Fiscal Council |
Total |
Direct and indirect controllers |
42,461,800.00 |
- |
- |
42,461,800.00 |
Issuer’s subsidiaries |
98,083,158.43 |
- |
- |
98,083,158.43 |
Companies under common control |
- |
- |
- |
- |
Fiscal
Year 2021 – amounts received that were recognized in the results of subsidiaries according to the exercise of the office in
these companies.
R$ |
Board of Directors |
Statutory Board of Executive Officers |
Fiscal Council |
Total |
Direct and indirect controllers |
39,643,780.00 |
- |
- |
39,643,780.00 |
Issuer’s subsidiaries |
83,193,794.00 |
- |
- |
83,193,794.00 |
Companies under common control |
- |
- |
- |
- |
8.20
– Other relevant information
The
information provided for the fiscal years 2021, 2022, 2023 and the current one, are in accordance with the guidelines of CVM/SEP Annual
Circular Letter 2024.
| |
264 – Reference Form – 2023 | |
9. Independent auditors
9.1/9.2
– Identification and remuneration of auditors
Identification and remuneration of auditors |
Is there an auditor? |
Yes |
CVM Code |
418-9 |
Type of auditor |
Local |
Name/Corporate name |
KPMG Auditores Independentes Ltda. |
CPF/CNPJ [Individual/Corporate Taxpayer's Registry] |
57.755.217/0001-29 |
Service period |
March 21, 2011 |
Description of contracted
services
(last three fiscal
years) |
The services referring to the fiscal years of 2023, 2022 and 2021, certification reports requested by our Management, issue of comfort letters for placement of securities abroad, procedures for issuance of due diligence, for assurance, technical consultancy and previously agreed procedures reports |
Total amount of compensation of independent auditors divided by service |
Auditing services contracted in 2023: R$64,023 thousand
Other Services: R$1,761 thousand
Total: R$65,784 thousand |
Justification for the replacement |
Not Applicable |
Reason presented by the auditor in case of disagreement with the justification provided by the issuer |
Not Applicable |
Service period |
January 1, 2023 |
Name of the technician in charge |
Gustavo Mendes Bonini |
9.3
- Independence and conflict of interests of auditors
There
were no deviations related to independence or event that constitutes a conflict of interest related to the Bradesco Organization for the
year 2023.
9.4
– Other relevant information
The
Audit Committee recommends to the Board of Directors for approval, the entity to be hired to provide us and our subsidiaries independent
audit services, and their compensation, as well as its replacement. The engagement of an independent auditor for non-audit services is
not subject to the Board of Directors. However, it must be previously reviewed by the Audit Committee in respect to compliance with independence
rules.
More
information on the Audit Committee’s duties is available in item 1.2.a of this Reference Form.
| |
265 – Reference Form – 2023 | |
10. Human resources
10.1
– Description of human resources
| a) | Number of employees (total, by groups based on the activity performed in geographical location and
diversity indicators, which, within each hierarchical level of the issuer) |
|
Number of employees by gender declaration |
|
Female |
Male |
Non-binary |
Other |
Prefer not to respond |
Employees in leadership positions |
3,945 |
7,193 |
- |
- |
- |
Employees in non-leadership positions |
39,689 |
34,765 |
- |
- |
- |
TOTAL |
43,634 |
41,958 |
- |
- |
- |
TOTAL EMPLOYEES |
85,592 |
|
Number of employees per declaration of color and race |
|
Asian |
White |
Black |
Brown |
Indigenous |
Other |
Prefer not to respond |
Employees in leadership positions |
206 |
8,421 |
279 |
2,202 |
12 |
- |
18 |
Employees in non-leadership positions |
924 |
50,624 |
3,404 |
18,904 |
110 |
- |
488 |
TOTAL |
1,130 |
59,045 |
3,683 |
21,106 |
122 |
- |
506 |
TOTAL EMPLOYEES |
85,592 |
|
Number of employees by position and age group |
|
Under 30 |
From 30 to 50 years |
Over 50 years |
Employees in leadership positions |
442 |
9,078 |
1,618 |
Employees in non-leadership positions |
24,063 |
43,487 |
6,904 |
TOTAL |
24,505 |
52,565 |
8,522 |
TOTAL EMPLOYEES |
85,592 |
|
Number of employees by position and geographic location |
|
North |
Northeast |
Central-West |
Southeast |
South |
Abroad |
Employees in leadership positions |
497 |
1,709 |
663 |
6,933 |
1,336 |
- |
Employees in non-leadership positions |
2,844 |
10,598 |
3,702 |
48,062 |
9,248 |
- |
TOTAL |
3,341 |
12,307 |
4,365 |
54,995 |
10,584 |
- |
TOTAL EMPLOYEES |
85,592 |
| |
266 – Reference Form – 2023 | |
|
Number of employees by geographic location and gender statement |
|
Female |
Male |
Non-binary |
Other |
Prefer not to respond |
North |
1,571 |
1,770 |
- |
- |
- |
Northeast |
5,611 |
6,696 |
- |
- |
- |
Central-West |
2,044 |
2,321 |
- |
- |
- |
Southeast |
29,099 |
25,896 |
- |
- |
- |
South |
5,309 |
5,275 |
- |
- |
- |
Abroad |
- |
- |
- |
- |
- |
TOTAL |
43,634 |
41,958 |
- |
- |
- |
TOTAL EMPLOYEES |
85,592 |
|
Number of employees by geographic location and color and race statement |
|
Asian |
White |
Black |
Brown |
Indigenous |
Other |
Prefer not to respond |
North |
50 |
1,164 |
156 |
1,939 |
18 |
- |
14 |
Northeast |
173 |
5,584 |
749 |
5,660 |
28 |
- |
113 |
Central-West |
98 |
2,523 |
189 |
1,513 |
8 |
- |
34 |
Southeast |
708 |
40,429 |
2,420 |
11,082 |
57 |
- |
299 |
South |
101 |
9,345 |
169 |
912 |
11 |
- |
46 |
Abroad |
- |
- |
- |
- |
- |
- |
|
TOTAL |
1,130 |
59,045 |
3,683 |
21,106 |
122 |
- |
506 |
TOTAL EMPLOYEES |
85,592 |
|
Number of employees by geographic location and age group |
|
Under 30 |
From 30 to 50 years |
Over 50 years |
North |
1,386 |
1,751 |
204 |
Northeast |
3,255 |
7,309 |
1,743 |
Central-West |
1,593 |
2,417 |
355 |
Southeast |
15,160 |
34,668 |
5,167 |
South |
3,111 |
6,420 |
1,053 |
Abroad |
- |
- |
- |
TOTAL |
24,505 |
52,565 |
8,522 |
TOTAL EMPLOYEES |
85,592 |
| |
267 – Reference Form – 2023 | |
| b) | Number of outsourced employees (total, grouped by the performed activity and by geographic location) |
Activity |
2023 |
Administrative, Analyst, Assistant, Auxiliary, Coordinator, Specialist, Manager and Supervisor |
22,177 |
Lawyer |
2,107 |
Architect |
519 |
Attendant |
13,315 |
Consultant |
2,412 |
Engineer |
577 |
Cleaning |
619 |
Maintenance |
297 |
Physician |
414 |
Technician |
2,592 |
Technology |
1,833 |
Security |
7,171 |
Other |
14,796 |
TOTAL |
68,829 |
| |
268 – Reference Form – 2023 | |
Federation Unit |
2023 |
Acre |
23 |
Alagoas |
1,645 |
Amazonas |
307 |
Amapá |
12 |
Bahia |
1,435 |
Ceará |
751 |
Distrito Federal (Federal District) |
281 |
Espírito Santo |
178 |
Goiás |
149 |
Maranhão |
326 |
Mato Grosso |
51 |
Mato Grosso do Sul |
309 |
Minas Gerais |
8,280 |
Pará |
227 |
Paraíba |
1,347 |
Paraná |
2,381 |
Pernambuco |
658 |
Piauí |
88 |
Rio de Janeiro |
4,008 |
Rio Grande do Norte |
217 |
Rio Grande do Sul |
767 |
Rondônia |
91 |
Roraima |
17 |
Santa Catarina |
784 |
São Paulo |
25,764 |
Sergipe |
146 |
Tocantins |
97 |
Undeclared |
18,490 |
Total |
68,829 |
In
the table we report all the identities of “Service Providers” that appear on Techsocial.
|
2023 |
2022 |
2021 |
Turnover rate* |
10.32% |
10.16% |
10.66% |
*(Total
layoffs/Average Headcount) x 100
Average
Headcount = (Initial + Final Headcount) / 2
10.2
– Comment on any relevant change that occurred in relation to the figures disclosed in item 10.1 above
On December
31, 2023, we had 86,222 employees, of which 74,746 were employees of Banco Bradesco, 10,846 were from Affiliated Companies and 630 allocated
abroad. In the tables in item 10.1.a, we report 85,592 employees, excluding employees allocated abroad.
| |
269 – Reference Form – 2023 | |
From
December 2022 to December 2023, with the implementation of projects approved by the Board of Executive Officers in several areas of the
Organization, the staff members expanded with an increase of 2.44%.
10.3
– Description of the employee compensation policy
| a) | Salary and variable remuneration policy |
We are
committed not only to the well-being of our employees, but also to the recognition of their work through fair wages and a benefits package,
security and comfort in the supply of basic needs, as well as professional development opportunities and special credit conditions for
the acquisition of consumer goods and real estate.
The compensation
practices for the Organization's employees aim to recognize the services provided by these professionals, stimulating them in the search
for solutions, aiming at customer satisfaction and business expansion.
The remuneration
is composed of monthly salary, which aims to repay the contribution for the performance of each employee, as well as any payments aimed
at recognizing the contribution of each one in obtaining results and performance achieved by the Organization.
There
is also variable incentive payment according to the evaluations of the organizational results achieved.
The Results
Evaluation Programs, when applied, are aimed at recognizing additional efforts in the search for results and are based on quantitative
and qualitative criteria, through the fact of achieving financial or non-financial goals at different levels: Global, Area and individual.
These are programs that are characterized by valuations aligned and competitive to the market through the fact of reaching and exceeding
the goals of sustainable results.
In the
organizational structure, there is a specific Committee to deal with compensation issues, which has a permanent character and aims to
propose to the Board of Directors the Organization's compensation policies and guidelines, based on the organizational performance goals
established by the Board.
The remuneration
practices adopted by the Organization are aligned with the interests of society, through the constant maintenance of the policies and
guidelines made by the Compensation Committee, which, in its analyses, has as a primary item to consider the return of shareholders.
Outstanding
Performance Award (PDE)
The Outstanding
Performance Award (PDE) is designed for employees who work in the commercial structure of the Branch Network and who have exceeded the
performance ordinarily expected. In line with the principles of the Institutional Policy of Relationship with Clients and Users and the
Policy of Prevention to Money Laundering and Terrorism Financing, mandatory training, Ethics, Relationship with Clients and Users, Potentially
Vulnerable Customer Service and Prevention of Money Laundering and Terrorism Financing are one of the eligibility requirements for the
award.
The Bradesco
Organization's Policy and Norm of Consequences are intended to guide and raise awareness regarding the conduct not tolerated resulting
from disrespect and non-compliance with the Code of Ethical Conduct, the Internal Regulations, the Integrity Program, the Internal and
External Policies and Standards applicable to the Organization's activities. For employees eligible for variable incentives, the Standard
provides for an impact on the calculation when any of the possible disciplinary measures are applied.
In addition
to contributing to a healthy, participatory and productive work environment, the differentiated benefits that Bradesco offers are an important
driver for the retention and attraction of talent.
| · | Health and Dental Plan: our employees and their dependents have health and dental insurance with
standard of hospitalization in a private room fully funded by the Bank. |
| |
270 – Reference Form – 2023 | |
| · | Supplementary pension plan: all employees have access to a supplementary pension plan in which
the Organization participates with 5% of the participant's base remuneration, including the 13th salary. The plan allows the accumulation
of resources to complement income when retirement by contribution time and guarantees coverage of a lifetime income for disability, with
lifetime reversal of 50% to the spouse, and at death, lifetime pension to the spouse and temporary to children under 24 years of age and
invalid, without age limit. |
| · | Meal and food voucher: are offered to all employees once they are admitted, with amounts made available
on a monthly basis. It is possible to make credits more flexible according to preference. |
| · | Daycare/Babysitter Assistance: we have the benefit of the Childcare/Nanny Allowance for 100% of
the eligible staff. We make the payment of this benefit for children up to the age of 71 months (five years and 11 months). For children
with disabilities, who require permanent care, there is no age limitation. |
| · | Main Life Insurance: benefit fully funded by the Organization, granted to all employees, apprentices
and directors, with uniform capital and funeral assistance, extensive to spouse, children, parents and father-in-law and mother-in-law. |
| · | Vida Viva Bradesco Insurance for Employees: all employees can
join the Vida Viva Bradesco Insurance, an exclusive benefit for those who work in the Organization. The
major advantage of this insurance is it allows the insured capital, coverage, and assistance to be customized according to the employee's
needs and stage in life. |
| · | Medical Outpatient Clinics: our employees have seven units of corporate medical outpatient clinics.
Located in administrative buildings, they offer prompt clinical care, collection of laboratory tests and consultations with specialists,
such as gynecologist, cardiologist, family doctor, endocrinologist, dermatologist, gastroenterologist, physical medicine and rehabilitation,
ophthalmologist, orthopedist, ear, nose and throat doctor, pediatrician, urologist, nutritionist, speech therapist, physiotherapist and
psychotherapist, with the exemption of co-participation for the appointments. In addition to stimulating health care, they provide quality
care and reduced travel time. In the Head Office of Cidade de Deus we offer the medical clinic Meu Doutor Novamed with several medical
specialties, laboratory for collection and carrying out exams and Bradesco Dental for dental care to employees and dependents registered
in the health plan. At Meu Doutor Novamed outpatient clinics, antigen tests for Covid-19 detection are available for employees and dependents
of the health plan, free of charge. In 2023, there were 77,544 appointments in the medical outpatient and dental clinics. |
| · | Vaccination Campaign: every year, throughout the national territory, we offer influenza vaccination
to all employees free-of-charge, and their dependents, with a differentiated cost. In 2023, we vaccinated 54,487 employees, 12,380 dependents
and 203 family members. |
| · | Social Work and Psychological Assistance: free and voluntary access to the counseling and guidance
service for our employees and their households. Available 24h, 7 days a week, the service is carried out by specialized professionals,
who provide emotional, social, legal, financial guidance, d assistance for situations of chemical dependence, interface with the health
plan, emergency care in critical cases involving accidents and incidents of assault and kidnapping. We offer appointments in situations
of health of employees and their families, and since the beginning of the pandemic offering them all the necessary support regarding Covid-19,
including the support and mediating occurrences of hospitalizations of employees and family members. In cases of natural disasters, such
as floods, landslides, dam breaks, among others, the psychosocial support team performs the active monitoring and contact with employees
who reside or work in the affected areas. In 2023, we conducted 305,361 follow-ups, among which were active, receptive and face-to-face
appointments. |
| · | Reporting domestic violence: exclusive channel for domestic and gender violence situations through
0800 580 0207, 24 hours, 7 days a week, free and confidential. |
| · | Vem Pra Pista (Come to the Track): at our headquarters, we maintain a large wooded area with swimming
pools, sports square with multiple-sports courts and athletics track for the use of employees and their families.
Physical instructors, who perform targeted activities such as functional training classes, yoga, pilates, rhythms, aqua aerobics, running
and stretching. The schedule of activities takes into account the seasons of the year, thus ensuring the practice of exercises throughout
the period. We also offer online classes of yoga and pilates through sports advisory services. In 2023, we had 67 thousand people using
the sports complex at Cidade de Deus, of which 3,096 people participated in the classes. |
| |
271 – Reference Form – 2023 | |
| · | Mental Health Program: reinforces the importance of self-knowledge, self-care and the small habits
that we can adopt to prioritize our health and wellbeing, as well as providing assistance to employees who seek care, assisting them in
the creation of a preventive culture in mental health focusing our attention on the full care of body and mind. |
| · | Maternity and paternity leave: in addition to the time established by the Consolidation of Labor
Laws (CLT), employees can choose to join an additional 60 days, totaling 180 days of paid maternity leave (Citizen Company Program). Fathers,
in addition to the period established by law, can opt for extended leave of 15 days, totaling 20 days of paid paternity leave. In both
types of leave, the right also extends to adoption cases. Parental leave is also extended to same-sex couples. Maternity leave may be
extended when, due to medical complications related to childbirth, there is a need for hospital admission of the mother and/or newborn. |
| c) | characteristics of share-based compensation plans of non-management employees, identifying: |
The Organization
does not practice share-based compensation to employees.
| d) | ratio between (i) the highest individual remuneration (considering the composition of the remuneration
with all the items described in field 8.2.d) recognized in the result of the issuer in the last fiscal year, including the remuneration
of the statutory administrator, if applicable; and (ii) the median individual compensation of the issuer's employees in Brazil, disregarding
the highest individual compensation, as recognized in its results in the last fiscal year |
Ratio of highest compensation to median individual compensation of employees |
2023 |
243.89 |
10.4
– Description of the relations between the issuer and unions
All employees
have union representation, are covered by collective bargaining agreements and have freedom of association. As of December 31, 2023, 42.3%
of our employees were members of unions, which represent our employees in Brazil. We maintain good relationships with our employees and
their respective unions, which we credit in large part to our policy of valuing the board and transparent relationships.
We have
a structure of Trade Union Relations, dedicated so that we have a permanent channel of dialogue and interaction with the representatives
of the trade union movement, at the national level, receiving demonstrations, clarifying doubts and enabling a relationship characterized
by ease of access, agility and proactivity between the parties.
We respect
and comply with the Labor Agreements and Conventions signed, negotiated between representatives of the Organization and employees.
| |
272 – Reference Form – 2023 | |
10.5
– Other relevant information
We develop
policies, processes and products that raise the human capital of the organization. We have solid practices, we value an environment conducive
to development, as well as the culture of health and well-being.
Reinforcing
this aspect, we have the Bradesco – Viva Bem, Health, Well-being and Quality of Life Program, focused on disease prevention and
health promotion through the adoption of healthy habits, attitudes and behaviors, available to employees, dependents and family nucleus.
The program's initiatives are divided into three pillars: In Balance, Healthy and In Motion. We also offer extensive psychosocial support
for diverse health-related situations and critical incidents. Through the program we contribute to the maintenance of the organizational
climate, leaving the most harmonious, healthy and collaborative, and to the quality of life of employees, offering conditions of balance
between work, health and family.
Through
the Bradesco Corporate University – Unibrad, whose mission is to provide education for professional excellence and social mobility,
aiming at the perpetuity of business, we offer development and training solutions to our employees. In 2023, we invested more than R$106
million in education.
In 2023,
Unibrad registered around 1.9 million participations in its various learning programs and solutions, evidencing the interest and importance
of providing development opportunities.
Our employees
were able to learn from more than 4,500 thousand asynchronous and 1,167 thousand synchronous solutions. Among the themes, data study,
corporate skills development, mental health, quality of life, time management, financial education and diversity.
We have
a diverse picture strengthened by the heterogeneity of the Brazilian population, at the end of the period, throughout Brazil, 51% of our
workforce was composed of women, 29% by blacks and 5% by people with disabilities.
We have
established a robust governance for diversity, equity and inclusion, formed by the Sustainability and Diversity Committee, which has the
participation of the Chief Executive Officer and the Chairman of the Board of Directors; the Working Group on Diversity, Equity and Inclusion,
formed by employees from various areas and different seniorities who work on initiatives for the evolution of the theme; the Affinity
Groups (GAs), with voluntary participation of any employee, regardless of hierarchical level, in the fronts of ethnic-racial, gender,
people with disabilities and LGBTI+ and intergenerational inclusion. Each Group has a coordinator, who has the identity marker of the
theme represented by the GA, and who sits on the Working Group on Diversity, Equity and Inclusion.
In addition,
in the Human Resources structure, the Diversity, Equity and Inclusion area is responsible for catalyzing transformations and managing
initiatives that boost representativeness in the staff, acting mainly in four pillars: Person with Disabilities, Gender, Intergenerational,
LGBTI+ and Ethnic-racial.
Finally,
highlighting some recognitions, we received the GPTW Healthy Management – focusing on recognizing companies that value the health
and well-being of its staff members; the 2023 Top Employers Certification, for companies with excellence in people management and employer
branding, the 2023 LinkedIn Top Companies Brazil list; the Amazing Places to Work For award - FIA FEEx. Among the indexes, Bradesco also
appears in the 2023 Bloomberg Gender Equality Index and in the IDIVERSA - B3.
10.1.a
Considering
the human resources strategy, we have among the objectives to continuously drive diversity indicators, to establish increasingly assertive
practices.
Therefore,
we use organizational climate research as one of the sources of information related to human capital, thus the staff members are able
to declare their data, including gender identity if they wish to.
Applied
annually, the research is confidential and voluntary, coordinated and accompanied by a specialist area dedicated to the subject and with
the support of an external consultancy firm.
Below
is the number of self-declared employees:
| |
273 – Reference Form – 2023 | |
Number of employees by gender declaration |
|
Male |
Female |
Non-binary or other |
Prefers not to answer gender |
Employees in non-leadership positions |
6,410 |
6,814 |
15 |
127 |
Employees in leadership positions |
3,958 |
2,459 |
5 |
47 |
Employees who prefer not to report position |
219 |
170 |
2 |
1,588 |
TOTAL |
10,587 |
9,443 |
22 |
1,762 |
|
21,814 |
Number of employees with disabilities by gender declaration |
|
Male |
Female |
Non-binary or other |
Prefers not to answer gender |
Employees in non-leadership positions |
376 |
360 |
- |
3 |
Employees in leadership positions |
99 |
53 |
- |
- |
Employees who prefer not to report position |
20 |
13 |
1 |
2 |
TOTAL |
495 |
426 |
1 |
5 |
|
927 |
Note: The tables
demonstrate the self-declared gender identity information collected through the organizational climate research.
Below
is the number of employees with disabilities:
|
Number of employees with disabilities by gender declaration |
|
Female |
Male |
Non-binary |
Other |
Prefer not to respond |
Employees in leadership positions |
32 |
55 |
- |
- |
- |
Employees in non-leadership positions |
2,124 |
1,934 |
- |
- |
- |
TOTAL |
2,156 |
1,989 |
0 |
0 |
0 |
TOTAL EMPLOYEES |
4,145 |
|
Number of employees with disabilities per declaration of color and race |
|
Asian |
White |
Black |
Brown |
Indigenous |
Other |
Prefer not to respond |
Employees in leadership positions |
4 |
58 |
3 |
21 |
- |
- |
1 |
Employees in non-leadership positions |
32 |
2,368 |
292 |
1,307 |
12 |
- |
47 |
TOTAL |
36 |
2,426 |
295 |
1,328 |
12 |
- |
48 |
TOTAL EMPLOYEES |
4,145 |
| |
274 – Reference Form – 2023 | |
|
Number of employees with disabilities by geographic location and age group |
|
Under 30 |
From 30 to 50 years |
Over 50 years |
North |
33 |
68 |
14 |
Northeast |
88 |
308 |
262 |
Central-West |
36 |
89 |
32 |
Southeast |
459 |
1,804 |
426 |
South |
67 |
368 |
91 |
Abroad |
- |
- |
- |
TOTAL |
683 |
2,637 |
825 |
TOTAL EMPLOYEES |
4,145 |
| |
275 – Reference Form – 2023 | |
| 11. Transactions with related parties |
| |
11. Transactions with related parties
11.1
– Description of the rules, policies and practices of the issuer with regard to the realization of transactions with related parties
Bradesco,
through its Policy on Transactions with Related Parties, consolidates the entity’s procedures with regard to cited transactions,
in accordance with the norms issued by regulators, providing transparency of the process to our shareholders, investors and the market
in general, ensuring the strict alignment with the interests of the Bradesco Organization, according to the best practices of Corporate
Governance.
In the
preparation of this Practice, the guidelines contained in Technical Pronouncement CPC 05 (R1) – Disclosure on Related Parties, issued
by the Accounting Pronouncements Committee, approved by the CMN Resolution No. 4,818/20 were observed, and also, by the CVM Resolution
No. 94/22.
The
Organization must disclose transactions with related parties, according to Article 247 of Law No. 6,404/76, amended by Law No. 11,941/09
and normative stated previously. The relationships between the controller and subsidiaries should be disclosed independently of there
being or not transactions between these related parties.
The
disclosure is made in explanatory notes to Financial Statements, respecting the condition of supplying sufficient details for the identification
of the related parties and of any essential conditions or not strictly commutative inherent to the transactions stated, in order to allow
shareholders the right to inspect and monitor the management acts of the entity, without affecting the duty of promoting its ample disclosure
to the market, when the operation contemplates relevant fact or on disclosure of the Financial Statements.
Bradesco’s
Policy on Transactions with Related Parties was approved by the Board of Directors, whose last review, without amendments, was recorded
on August 8, 2023.
| |
276 – Reference Form – 2023 | |
| 11. Transactions with related parties |
| |
11.2 – Transactions with related parties
Related party |
Date of the operation |
Amount involved (Reais) |
Existing balance |
Amount (Reais) |
Term |
Interest rate applied |
Cidade de Deus Companhia Comercial de Participações |
09/20/2023 |
1,195,891,558.80 |
1,215,489,298,58 |
Not applicable |
12/06/2024 |
0.0000 |
Relationship with the issuer |
Controlling shareholder |
Contract Object |
Bank Deposit Certificate CDB |
Collaterals and insurances |
Not applicable |
Creditor or debtor |
Debtor |
Rescission or termination |
Not applicable |
Type and reason for operation |
Interest Rate: 100.5% to 101.5% of the CDI |
Measures taken to deal with conflicts of interest |
The operation followed all the rules established in the Internal Policy, with no conflicts of interest. |
Demonstration of the strictly commutative character of the agreed conditions or the appropriate compensatory payment |
The operations are negotiated in a commutative manner and under market conditions in force on the date of contracting. In order to obtain egalitarian treatment with the other clients, the related parties have the same treatment and operational flow of hiring applicable to other clients of the same size and segment, using the same metrics adopted for these clients, especially in relation to fees, deadlines and quantities |
Related party |
Date of the operation |
Amount involved (Reais) |
Existing balance |
Amount (Reais) |
Term |
Interest rate applied |
|
Cidade de Deus Companhia Comercial de Participações |
12/27/2022 |
1,016,444,539.00 |
1,160,616,239.58 |
Not applicable |
06/02/2026 |
0.0000 |
|
Relationship with the issuer |
Controlling shareholder |
Contract Object |
Financial Bills |
Collaterals and insurances |
Not applicable |
Creditor or debtor |
Debtor |
Rescission or termination |
Not applicable |
Type and reason for operation |
Interest Rate: 100% of the CDI + BOND 0.85% |
Measures taken to deal with conflicts of interest |
The operation followed all the rules established in the Internal Policy, with no conflicts of interest. |
Demonstration of the strictly commutative character of the agreed conditions or the appropriate compensatory payment |
The operations are negotiated in a commutative manner and under market conditions in force on the date of contracting. In order to obtain egalitarian treatment with the other clients, the related parties have the same treatment and operational flow of hiring applicable to other clients of the same size and segment, using the same metrics adopted for these clients, especially in relation to fees, deadlines and quantities |
| |
277 – Reference Form – 2023 | |
| 11. Transactions with related parties |
| |
Related party |
Date of the operation |
Amount involved (Reais) |
Existing balance |
Amount (Reais) |
Term |
Interest rate applied |
|
Cidade de Deus Companhia Comercial de Participações |
12/31/2023 |
58,487,171.37 |
58,487,171.37 |
Not applicable |
Indeterminate |
0.0000 |
|
Relationship with the issuer |
Controlling shareholder |
Contract Object |
Fixed Income - Bradesco FI Referenced DI União II |
Collaterals and insurances |
Not applicable |
Creditor or debtor |
Debtor |
Rescission or termination |
Not applicable |
Type and reason for operation |
Not applicable |
Measures taken to deal with conflicts of interest |
The operation followed all the rules established in the Internal Policy, with no conflicts of interest. |
Demonstration of the strictly commutative character of the agreed conditions or the appropriate compensatory payment |
The operations are negotiated in a commutative manner and under market conditions in force on the date of contracting. In order to obtain egalitarian treatment with the other clients, the related parties have the same treatment and operational flow of hiring applicable to other clients of the same size and segment, using the same metrics adopted for these clients, especially in relation to fees, deadlines and quantities |
Related party |
Date of the operation |
Amount involved (Reais) |
Existing balance |
Amount (Reais) |
Term |
Interest rate applied |
|
Cidade de Deus Companhia Comercial de Participações |
12/11/2023 |
1,330,224,590.27 |
1,330,224,590.27 |
Not applicable |
06/28/2024 |
0.0000 |
|
Relationship with the issuer |
Controlling shareholder |
Contract Object |
Complementary Interest on Own Capital and Payable Bonuses |
Collaterals and insurances |
Not applicable |
Creditor or debtor |
Debtor |
Rescission or termination |
Not applicable |
Type and reason for operation |
Not applicable |
Measures taken to deal with conflicts of interest |
Not applicable |
Demonstration of the strictly commutative character of the agreed conditions or the appropriate compensatory payment |
Distribution of the results of the company’s investments, received under the same conditions as the other shareholders. |
Related party |
Date of the operation |
Amount involved (Reais) |
Existing balance |
Amount (Reais) |
Term |
Interest rate applied |
|
Nova Cidade de Deus Participações S.A. |
12/11/2023 |
8,154,244.10 |
8,154,244.10 |
Not applicable |
06/28/2024 |
0.0000 |
|
Relationship with the issuer |
Controlling shareholder |
Contract Object |
Complementary Interest on Own Capital and Payable Bonuses |
Collaterals and insurances |
Not applicable |
Creditor or debtor |
Debtor |
Rescission or termination |
Not applicable |
Type and reason for operation |
Not applicable |
Measures taken to deal with conflicts of interest |
Not applicable |
Demonstration of the strictly commutative character of the agreed conditions or the appropriate compensatory payment |
Distribution of the results of the company’s investments, received under the same conditions as the other shareholders. |
| |
278 – Reference Form – 2023 | |
| 11. Transactions with related parties |
| |
Related party |
Date of the operation |
Amount involved (Reais) |
Existing balance |
Amount (Reais) |
Term |
Interest rate applied |
|
Nova Cidade de Deus Participações S.A. |
04/20/2023 |
1,083,596,095.62 |
1,113,661,793.50 |
Not applicable |
12/03/2024 |
0.0000 |
|
Relationship with the issuer |
Controlling shareholder |
Contract Object |
Bank Deposit Certificate CDB |
Collaterals and insurances |
Not applicable |
Creditor or debtor |
Debtor |
Rescission or termination |
Not applicable |
Type and reason for operation |
Interest Rate: 100.50% to 102.00% of the CDI |
Measures taken to deal with conflicts of interest |
The operation followed all the rules established in the Internal Policy, with no conflicts of interest. |
Demonstration of the strictly commutative character of the agreed conditions or the appropriate compensatory payment |
The operations are negotiated in a commutative manner and under market conditions in force on the date of contracting. In order to obtain egalitarian treatment with the other clients, the related parties have the same treatment and operational flow of hiring applicable to other clients of the same size and segment, using the same metrics adopted for these clients, especially in relation to fees, deadlines and quantities |
Related party |
Date of the operation |
Amount involved (Reais) |
Existing balance |
Amount (Reais) |
Term |
Interest rate applied |
|
Fundação Bradesco |
12/31/2023 |
152,487.40 |
152,487.40 |
Not applicable |
Indeterminate |
0.0000 |
|
Relationship with the issuer |
Controlling shareholder |
Contract Object |
Demand Deposits |
Collaterals and insurances |
Not applicable |
Creditor or debtor |
Debtor |
Rescission or termination |
Not applicable |
Type and reason for operation |
Not applicable |
Measures taken to deal with conflicts of interest |
The operation followed all the rules established in the Internal Policy, with no conflicts of interest. |
Demonstration of the strictly commutative character of the agreed conditions or the appropriate compensatory payment |
The operations are negotiated in a commutative manner and under market conditions in force on the date of contracting. In order to obtain egalitarian treatment with the other clients, the related parties have the same treatment and operational flow of hiring applicable to other clients of the same size and segment, using the same metrics adopted for these clients, especially in relation to fees, deadlines and quantities |
Related party |
Date of the operation |
Amount involved (Reais) |
Existing balance |
Amount (Reais) |
Term |
Interest rate applied |
|
Fundação Bradesco |
12/31/2023 |
564,239,753.16 |
564,239,753.16 |
Not applicable |
06/08/2024 |
0.0000 |
|
Relationship with the issuer |
Controlling shareholder |
Contract Object |
Complementary Interest on Own Capital and Payable Bonuses |
Collaterals and insurances |
Not applicable |
Creditor or debtor |
Debtor |
Rescission or termination |
Not applicable |
Type and reason for operation |
Not applicable |
Measures taken to deal with conflicts of interest |
Not applicable |
Demonstration of the strictly commutative character of the agreed conditions or the appropriate compensatory payment |
Distribution of the results of the company’s investments, received under the same conditions as the other shareholders. |
| |
279 – Reference Form – 2023 | |
| 11. Transactions with related parties |
| |
Related party |
Date of the operation |
Amount involved (Reais) |
Existing balance |
Amount (Reais) |
Term |
Interest rate applied |
|
Fundação Bradesco |
10/25/2018 |
1,396,800,000.00 |
1,568,732,963.97 |
Not applicable |
03/15/2049 |
0.0000 |
|
Relationship with the issuer |
Controlling shareholder |
Contract Object |
Financial Bills |
Collaterals and insurances |
Not applicable |
Creditor or debtor |
Debtor |
Rescission or termination |
Not applicable |
Type and reason for operation |
Interest Rate: 120% Selic |
Measures taken to deal with conflicts of interest |
The operation followed all the rules established in the Internal Policy, with no conflicts of interest. |
Demonstration of the strictly commutative character of the agreed conditions or the appropriate compensatory payment |
The operations are negotiated in a commutative manner and under market conditions in force on the date of contracting. In order to obtain egalitarian treatment with the other clients, the related parties have the same treatment and operational flow of hiring applicable to other clients of the same size and segment, using the same metrics adopted for these clients, especially in relation to fees, deadlines and quantities |
Related party |
Date of the operation |
Amount involved (Reais) |
Existing balance |
Amount (Reais) |
Term |
Interest rate applied |
|
Fundação Bradesco |
07/11/2022 |
500,100,000.00 |
620,571,881.41 |
Not applicable |
07/12/2032 |
0.0000 |
|
Relationship with the issuer |
Controlling shareholder |
Contract Object |
Financial Bills |
Collaterals and insurances |
Not applicable |
Creditor or debtor |
Debtor |
Rescission or termination |
Not applicable |
Type and reason for operation |
Interest Rate: 100% of the CDI + BOND 2.25% |
Measures taken to deal with conflicts of interest |
The operation followed all the rules established in the Internal Policy, with no conflicts of interest. |
Demonstration of the strictly commutative character of the agreed conditions or the appropriate compensatory payment |
The operations are negotiated in a commutative manner and under market conditions in force on the date of contracting. In order to obtain egalitarian treatment with the other clients, the related parties have the same treatment and operational flow of hiring applicable to other clients of the same size and segment, using the same metrics adopted for these clients, especially in relation to fees, deadlines and quantities |
Related party |
Date of the operation |
Amount involved (Reais) |
Existing balance |
Amount (Reais) |
Term |
Interest rate applied |
|
Fundação Bradesco |
01/07/2021 |
5,547,032,666.44 |
6,587,340,385.20 |
Not applicable |
03/17/2028 |
0.0000 |
|
Relationship with the issuer |
Controlling shareholder |
Contract Object |
Financial Bills |
Collaterals and insurances |
Not applicable |
Creditor or debtor |
Debtor |
Rescission or termination |
Not applicable |
Type and reason for operation |
Interest Rate: 100% of the CDI + BOND 0.90% to 1.40% |
Measures taken to deal with conflicts of interest |
The operation followed all the rules established in the Internal Policy, with no conflicts of interest. |
Demonstration of the strictly commutative character of the agreed conditions or the appropriate compensatory payment |
The operations are negotiated in a commutative manner and under market conditions in force on the date of contracting. In order to obtain egalitarian treatment with the other clients, the related parties have the same treatment and operational flow of hiring applicable to other clients of the same size and segment, using the same metrics adopted for these clients, especially in relation to fees, deadlines and quantities |
| |
280 – Reference Form – 2023 | |
| 11. Transactions with related parties |
| |
Related party |
Date of the operation |
Amount involved (Reais) |
Existing balance |
Amount (Reais) |
Term |
Interest rate applied |
|
Fundação Bradesco |
03/08/2019 |
2,650,000,000.00 |
3,746,351,374.00 |
Not applicable |
12/30/2025 |
0.0000 |
|
Relationship with the issuer |
Controlling shareholder |
Contract Object |
Financial Bills |
Collaterals and insurances |
Not applicable |
Creditor or debtor |
Debtor |
Rescission or termination |
Not applicable |
Type and reason for operation |
Interest Rate: 105.25% to 109.50% of the CDI |
Measures taken to deal with conflicts of interest |
The operation followed all the rules established in the Internal Policy, with no conflicts of interest. |
Demonstration of the strictly commutative character of the agreed conditions or the appropriate compensatory payment |
The operations are negotiated in a commutative manner and under market conditions in force on the date of contracting. In order to obtain egalitarian treatment with the other clients, the related parties have the same treatment and operational flow of hiring applicable to other clients of the same size and segment, using the same metrics adopted for these clients, especially in relation to fees, deadlines and quantities |
Related party |
Date of the operation |
Amount involved (Reais) |
Existing balance |
Amount (Reais) |
Term |
Interest rate applied |
|
Fundação Bradesco |
12/31/2023 |
398,816.40 |
402,200.57 |
Not applicable |
Indeterminate |
0.0000 |
|
Relationship with the issuer |
Controlling shareholder |
Contract Object |
Fixed Income - Bradesco FI Referenced DI União II |
Collaterals and insurances |
Not applicable |
Creditor or debtor |
Debtor |
Rescission or termination |
Not applicable |
Type and reason for operation |
Not applicable |
Measures taken to deal with conflicts of interest |
The operation followed all the rules established in the Internal Policy, with no conflicts of interest. |
Demonstration of the strictly commutative character of the agreed conditions or the appropriate compensatory payment |
The operations are negotiated in a commutative manner and under market conditions in force on the date of contracting. In order to obtain egalitarian treatment with the other clients, the related parties have the same treatment and operational flow of hiring applicable to other clients of the same size and segment, using the same metrics adopted for these clients, especially in relation to fees, deadlines and quantities |
Related party |
Date of the operation |
Amount involved (Reais) |
Existing balance |
Amount (Reais) |
Term |
Interest rate applied |
|
Fundação Bradesco |
07/07/2023 |
255,826,765.61 |
277,162,163.05 |
Not applicable |
07/08/2024 |
0.0000 |
|
Relationship with the issuer |
Controlling shareholder |
Contract Object |
Bank Deposit Certificate CDB |
Collaterals and insurances |
Not applicable |
Creditor or debtor |
Debtor |
Rescission or termination |
Not applicable |
Type and reason for operation |
Interest Rate: 104.25% of the CDI |
Measures taken to deal with conflicts of interest |
The operation followed all the rules established in the Internal Policy, with no conflicts of interest. |
Demonstration of the strictly commutative character of the agreed conditions or the appropriate compensatory payment |
The operations are negotiated in a commutative manner and under market conditions in force on the date of contracting. In order to obtain egalitarian treatment with the other clients, the related parties have the same treatment and operational flow of hiring applicable to other clients of the same size and segment, using the same metrics adopted for these clients, especially in relation to fees, deadlines and quantities |
| |
281 – Reference Form – 2023 | |
| 11. Transactions with related parties |
| |
Related party |
Date of the operation |
Amount involved (Reais) |
Existing balance |
Amount (Reais) |
Term |
Interest rate applied |
|
BBD Participações S.A. |
03/08/2023 |
240,286,361.72 |
267,503,144.30 |
Not applicable |
01/31/2025 |
0.0000 |
|
Relationship with the issuer |
Controlling shareholder |
Contract Object |
Financial Bills |
Collaterals and insurances |
Not applicable |
Creditor or debtor |
Debtor |
Rescission or termination |
Not applicable |
Type and reason for operation |
Interest Rate: 100% of the CDI + BOND 0.90% |
Measures taken to deal with conflicts of interest |
The operation followed all the rules established in the Internal Policy, with no conflicts of interest. |
Demonstration of the strictly commutative character of the agreed conditions or the appropriate compensatory payment |
The operations are negotiated in a commutative manner and under market conditions in force on the date of contracting. In order to obtain egalitarian treatment with the other clients, the related parties have the same treatment and operational flow of hiring applicable to other clients of the same size and segment, using the same metrics adopted for these clients, especially in relation to fees, deadlines and quantities |
Related party |
Date of the operation |
Amount involved (Reais) |
Existing balance |
Amount (Reais) |
Term |
Interest rate applied |
|
BBD Participações S.A. |
09/15/2023 |
421,067,478.03 |
435,385,035.48 |
Not applicable |
09/16/2024 |
0.0000 |
|
Relationship with the issuer |
Controlling shareholder |
Contract Object |
Bank Deposit Certificate CDB |
Collaterals and insurances |
Not applicable |
Creditor or debtor |
Debtor |
Rescission or termination |
Not applicable |
Type and reason for operation |
Interest Rate: 102.00% of the CDI |
Measures taken to deal with conflicts of interest |
The operation followed all the rules established in the Internal Policy, with no conflicts of interest. |
Demonstration of the strictly commutative character of the agreed conditions or the appropriate compensatory payment |
The operations are negotiated in a commutative manner and under market conditions in force on the date of contracting. In order to obtain egalitarian treatment with the other clients, the related parties have the same treatment and operational flow of hiring applicable to other clients of the same size and segment, using the same metrics adopted for these clients, especially in relation to fees, deadlines and quantities |
Related party |
Date of the operation |
Amount involved (Reais) |
Existing balance |
Amount (Reais) |
Term |
Interest rate applied |
|
BBD Participações S.A. |
09/20/2023 |
28,941,000.00 |
29,870,874.33 |
Not applicable |
09/19/2024 |
0.0000 |
|
Relationship with the issuer |
Controlling shareholder |
Contract Object |
Bank Deposit Certificate CDB |
Collaterals and insurances |
Not applicable |
Creditor or debtor |
Debtor |
Rescission or termination |
Not applicable |
Type and reason for operation |
Interest Rate: 101.00% of the CDI |
Measures taken to deal with conflicts of interest |
The operation followed all the rules established in the Internal Policy, with no conflicts of interest. |
Demonstration of the strictly commutative character of the agreed conditions or the appropriate compensatory payment |
The operations are negotiated in a commutative manner and under market conditions in force on the date of contracting. In order to obtain egalitarian treatment with the other clients, the related parties have the same treatment and operational flow of hiring applicable to other clients of the same size and segment, using the same metrics adopted for these clients, especially in relation to fees, deadlines and quantities |
| |
282 – Reference Form – 2023 | |
| 11. Transactions with related parties |
| |
Related party |
Date of the operation |
Amount involved (Reais) |
Existing balance |
Amount (Reais) |
Term |
Interest rate applied |
|
BBD Participações S.A. |
11/07/2023 |
220,400,000.00 |
224,036,600.00 |
Not applicable |
11/06/2024 |
0.0000 |
|
Relationship with the issuer |
Controlling shareholder |
Contract Object |
Bank Deposit Certificate CDB |
Collaterals and insurances |
Not applicable |
Creditor or debtor |
Debtor |
Rescission or termination |
Not applicable |
Type and reason for operation |
Interest Rate: 101.00% of the CDI |
Measures taken to deal with conflicts of interest |
The operation followed all the rules established in the Internal Policy, with no conflicts of interest. |
Demonstration of the strictly commutative character of the agreed conditions or the appropriate compensatory payment |
The operations are negotiated in a commutative manner and under market conditions in force on the date of contracting. In order to obtain egalitarian treatment with the other clients, the related parties have the same treatment and operational flow of hiring applicable to other clients of the same size and segment, using the same metrics adopted for these clients, especially in relation to fees, deadlines and quantities |
Related party |
Date of the operation |
Amount involved (Reais) |
Existing balance |
Amount (Reais) |
Term |
Interest rate applied |
|
BBD Participações S.A. |
04/20/2023 |
6,488,081.05 |
7,062,892.59 |
Not applicable |
04/19/2024 |
0.0000 |
|
Relationship with the issuer |
Controlling shareholder |
Contract Object |
Bank Deposit Certificate CDB |
Collaterals and insurances |
Not applicable |
Creditor or debtor |
Debtor |
Rescission or termination |
Not applicable |
Type and reason for operation |
Interest Rate: 101.00% of the CDI |
Measures taken to deal with conflicts of interest |
The operation followed all the rules established in the Internal Policy, with no conflicts of interest. |
Demonstration of the strictly commutative character of the agreed conditions or the appropriate compensatory payment |
The operations are negotiated in a commutative manner and under market conditions in force on the date of contracting. In order to obtain egalitarian treatment with the other clients, the related parties have the same treatment and operational flow of hiring applicable to other clients of the same size and segment, using the same metrics adopted for these clients, especially in relation to fees, deadlines and quantities |
Related party |
Date of the operation |
Amount involved (Reais) |
Existing balance |
Amount (Reais) |
Term |
Interest rate applied |
|
BBD Participações S.A. |
07/06/2023 |
35,091,000.00 |
37,226,848.80 |
Not applicable |
07/05/2024 |
0.0000 |
|
Relationship with the issuer |
Controlling shareholder |
Contract Object |
Bank Deposit Certificate CDB |
Collaterals and insurances |
Not applicable |
Creditor or debtor |
Debtor |
Rescission or termination |
Not applicable |
Type and reason for operation |
Interest Rate: 102.50% of the CDI |
Measures taken to deal with conflicts of interest |
The operation followed all the rules established in the Internal Policy, with no conflicts of interest. |
Demonstration of the strictly commutative character of the agreed conditions or the appropriate compensatory payment |
The operations are negotiated in a commutative manner and under market conditions in force on the date of contracting. In order to obtain egalitarian treatment with the other clients, the related parties have the same treatment and operational flow of hiring applicable to other clients of the same size and segment, using the same metrics adopted for these clients, especially in relation to fees, deadlines and quantities |
| |
283 – Reference Form – 2023 | |
| 11. Transactions with related parties |
| |
Related party |
Date of the operation |
Amount involved (Reais) |
Existing balance |
Amount (Reais) |
Term |
Interest rate applied |
|
NCF Participações S.A. |
12/23/2015 |
5,000,000,000.00 |
5,008,205,550.00 |
Not applicable |
12/23/2049 |
0.0000 |
|
Relationship with the issuer |
Controlling shareholder |
Contract Object |
Financial Bills |
Collaterals and insurances |
Not applicable |
Creditor or debtor |
Debtor |
Rescission or termination |
Not applicable |
Type and reason for operation |
Interest Rate: 125% Selic |
Measures taken to deal with conflicts of interest |
The operation followed all the rules established in the Internal Policy, with no conflicts of interest. |
Demonstration of the strictly commutative character of the agreed conditions or the appropriate compensatory payment |
The operations are negotiated in a commutative manner and under market conditions in force on the date of contracting. In order to obtain egalitarian treatment with the other clients, the related parties have the same treatment and operational flow of hiring applicable to other clients of the same size and segment, using the same metrics adopted for these clients, especially in relation to fees, deadlines and quantities |
Related party |
Date of the operation |
Amount involved (Reais) |
Existing balance |
Amount (Reais) |
Term |
Interest rate applied |
|
NCF Participações S.A. |
12/23/2022 |
75,661,022.35 |
86,446,683.41 |
Not applicable |
12/22/2025 |
0.0000 |
|
Relationship with the issuer |
Controlling shareholder |
Contract Object |
Financial Bills |
Collaterals and insurances |
Not applicable |
Creditor or debtor |
Debtor |
Rescission or termination |
Not applicable |
Type and reason for operation |
Interest Rate: 100% of the CDI + BOND 0.80% |
Measures taken to deal with conflicts of interest |
The operation followed all the rules established in the Internal Policy, with no conflicts of interest. |
Demonstration of the strictly commutative character of the agreed conditions or the appropriate compensatory payment |
The operations are negotiated in a commutative manner and under market conditions in force on the date of contracting. In order to obtain egalitarian treatment with the other clients, the related parties have the same treatment and operational flow of hiring applicable to other clients of the same size and segment, using the same metrics adopted for these clients, especially in relation to fees, deadlines and quantities |
Related party |
Date of the operation |
Amount involved (Reais) |
Existing balance |
Amount (Reais) |
Term |
Interest rate applied |
|
NCF Participações S.A. |
11/30/2023 |
174,440,004.22 |
175,917,751.13 |
Not applicable |
12/26/2024 |
0.0000 |
|
Relationship with the issuer |
Controlling shareholder |
Contract Object |
Bank Deposit Certificate CDB |
Collaterals and insurances |
Not applicable |
Creditor or debtor |
Debtor |
Rescission or termination |
Not applicable |
Type and reason for operation |
Interest Rate: 100.50% to 101.00% of the CDI |
Measures taken to deal with conflicts of interest |
The operation followed all the rules established in the Internal Policy, with no conflicts of interest. |
Demonstration of the strictly commutative character of the agreed conditions or the appropriate compensatory payment |
The operations are negotiated in a commutative manner and under market conditions in force on the date of contracting. In order to obtain egalitarian treatment with the other clients, the related parties have the same treatment and operational flow of hiring applicable to other clients of the same size and segment, using the same metrics adopted for these clients, especially in relation to fees, deadlines and quantities |
| |
284 – Reference Form – 2023 | |
| 11. Transactions with related parties |
| |
Related party |
Date of the operation |
Amount involved (Reais) |
Existing balance |
Amount (Reais) |
Term |
Interest rate applied |
|
NCF Participações S.A. |
12/11/2023 |
319,268,628,68 |
319,268,628.68 |
Not applicable |
06/28/2024 |
0.0000 |
|
Relationship with the issuer |
Controlling shareholder |
Contract Object |
Complementary Interest on Own Capital and Payable Bonuses |
Collaterals and insurances |
Not applicable |
Creditor or debtor |
Debtor |
Rescission or termination |
Not applicable |
Type and reason for operation |
Not applicable |
Measures taken to deal with conflicts of interest |
Not applicable |
Demonstration of the strictly commutative character of the agreed conditions or the appropriate compensatory payment |
Distribution of the results of the company’s investments, received under the same conditions as the other shareholders. |
Related party |
Date of the operation |
Amount involved (Reais) |
Existing balance |
Amount (Reais) |
Term |
Interest rate applied |
|
NCF Participações S.A. |
09/20/2023 |
150,416,841.55 |
155,259,486.98 |
Not applicable |
11/06/2024 |
0.0000 |
|
Relationship with the issuer |
Controlling shareholder |
Contract Object |
Bank Deposit Certificate CDB |
Collaterals and insurances |
Not applicable |
Creditor or debtor |
Debtor |
Rescission or termination |
Not applicable |
Type and reason for operation |
Interest Rate: 100.50% to 101.50% of the CDI |
Measures taken to deal with conflicts of interest |
The operation followed all the rules established in the Internal Policy, with no conflicts of interest. |
Demonstration of the strictly commutative character of the agreed conditions or the appropriate compensatory payment |
The operations are negotiated in a commutative manner and under market conditions in force on the date of contracting. In order to obtain egalitarian treatment with the other clients, the related parties have the same treatment and operational flow of hiring applicable to other clients of the same size and segment, using the same metrics adopted for these clients, especially in relation to fees, deadlines and quantities |
Related party |
Date of the operation |
Amount involved (Reais) |
Existing balance |
Amount (Reais) |
Term |
Interest rate applied |
|
Alelo S.A. |
12/29/2023 |
116,715,613.98 |
116,715,613.98 |
Not applicable |
Indeterminate |
0.0000 |
|
Relationship with the issuer |
Associated company |
Contract Object |
Demand Deposits |
Collaterals and insurances |
Not applicable |
Creditor or debtor |
Debtor |
Rescission or termination |
Not applicable |
Type and reason for operation |
Checking account balance as per cash transactions. |
Measures taken to deal with conflicts of interest |
The firming of Contracts with Bradesco obtained all the necessary internal approvals to mitigate potential conflicts of interest and/or non-market conditions. |
Demonstration of the strictly commutative character of the agreed conditions or the appropriate compensatory payment |
The Company’s Management understands that the Transaction observed commutative conditions and was carried out in the best interest of the Company, observing market conditions, best practices of governance, conduct, ethics and transparency, according to the Internal Policy. |
| |
285 – Reference Form – 2023 | |
| 11. Transactions with related parties |
| |
Related party |
Date of the operation |
Amount involved (Reais) |
Existing balance |
Amount (Reais) |
Term |
Interest rate applied |
|
Alelo S.A. |
06/27/2023 |
248,540,059.75 |
256,865,678.07 |
Not applicable |
12/27/2024 |
0.0000 |
|
Relationship with the issuer |
Associated company |
Contract Object |
Bank Deposit Certificate CDB |
Collaterals and insurances |
Not applicable |
Creditor or debtor |
Debtor |
Rescission or termination |
Not applicable |
Type and reason for operation |
Interest Rate: 100.50 to 103.25% of the CDI |
Measures taken to deal with conflicts of interest |
The operation followed all the rules established in the Internal Policy, with no conflicts of interest. |
Demonstration of the strictly commutative character of the agreed conditions or the appropriate compensatory payment |
The operations are negotiated in a commutative manner and under market conditions in force on the date of contracting. In order to obtain egalitarian treatment with the other clients, the related parties have the same treatment and operational flow of hiring applicable to other clients of the same size and segment, using the same metrics adopted for these clients, especially in relation to fees, deadlines and quantities |
Related party |
Date of the operation |
Amount involved (Reais) |
Existing balance |
Amount (Reais) |
Term |
Interest rate applied |
|
Alelo S.A. |
11/22/2010 |
34,360,373.82 |
34,360,373.82 |
Not applicable |
Indeterminate |
0.0000 |
|
Relationship with the issuer |
Associated company |
Contract Object |
Demand deposits in foreign currencies |
Collaterals and insurances |
Not applicable |
Creditor or debtor |
Debtor |
Rescission or termination |
Not applicable |
Type and reason for operation |
Checking account balance with foreign currency investments as per cash transactions. |
Measures taken to deal with conflicts of interest |
The operation followed all the rules established in the Internal Policy, with no conflicts of interest. |
Demonstration of the strictly commutative character of the agreed conditions or the appropriate compensatory payment |
The operations are negotiated in a commutative manner and under market conditions in force on the date of contracting. In order to obtain egalitarian treatment with the other clients, the related parties have the same treatment and operational flow of hiring applicable to other clients of the same size and segment, using the same metrics adopted for these clients, especially in relation to fees, deadlines and quantities |
Related party |
Date of the operation |
Amount involved (Reais) |
Existing balance |
Amount (Reais) |
Term |
Interest rate applied |
|
Alelo S.A. |
12/31/2023 |
126,525,016.92 |
126,525,016.92 |
Not applicable |
Indeterminate |
0.0000 |
|
Relationship with the issuer |
Associated company |
Contract Object |
Formalize and consolidate, according to the terms and conditions of this agreement, the combined efforts between the bank and Alelo for the sale of products and services of Alelo in the distribution channels of Bradesco. |
Collaterals and insurances |
Not applicable |
Creditor or debtor |
Creditor |
Rescission or termination |
It may be terminated with immediate effect, by simple notification of the innocent party to the other party in the event of breach or infringement of any of the clauses or conditions agreed upon herein, provided that the offending party fails to comply with or regulate its obligation within ten (10) days, counted from the receipt of prior notification. |
Type and reason for operation |
Commission for the sale of services of the associated company. |
Measures taken to deal with conflicts of interest |
The operation followed all the rules established in the Internal Policy, with no conflicts of interest. |
Demonstration of the strictly commutative character of the agreed conditions or the appropriate compensatory payment |
The operations are negotiated in a commutative manner and under market conditions in force on the date of contracting. In order to obtain egalitarian treatment with the other clients, the related parties have the same treatment and operational flow of hiring applicable to other clients, using the same metrics adopted for these clients, especially in relation to fees, deadlines and quantities |
| |
286 – Reference Form – 2023 | |
| 11. Transactions with related parties |
| |
Related party |
Date of the operation |
Amount involved (Reais) |
Existing balance |
Amount (Reais) |
Term |
Interest rate applied |
|
Alelo S.A. |
12/29/2023 |
505,750,172.07 |
505,750,172.07 |
Not applicable |
05/31/2024 |
4.2000 |
|
Relationship with the issuer |
Associated company |
Contract Object |
Operational agreement, whose object is the negotiation of the Early Receipt of Sales by ALELO with Commercial Establishments by buying receivables with discounts by Digio. |
Collaterals and insurances |
Yes |
Creditor or debtor |
Creditor |
Rescission or termination |
Valid until 05.31.2024 |
Type and reason for operation |
Anticipation of Receivables |
Measures taken to deal with conflicts of interest |
The operations followed the rules established in the Internal Policy, with no conflicts of interest. |
Demonstration of the strictly commutative character of the agreed conditions or the appropriate compensatory payment |
The measures adopted by the Institution are negotiated in a commutative manner and under market conditions prevailing on the date of the contracting. In order to obtain impartial treatment with other clients, the related parties have the same treatment and operational flow of hiring applicable to other clients of the same size and segment, using the other metrics adopted for these clients. |
Related party |
Date of the operation |
Amount involved (Reais) |
Existing balance |
Amount (Reais) |
Term |
Interest rate applied |
|
Alelo S.A. |
12/29/2023 |
28,505,146.23 |
28,505,146.23 |
Not applicable |
05/31/2024 |
4.2000 |
|
Relationship with the issuer |
Associated company |
Contract Object |
Operational agreement, whose object is the negotiation of the Early Receipt of Sales by ALELO with Commercial Establishments by buying receivables with discounts by Digio. |
Collaterals and insurances |
Yes |
Creditor or debtor |
Creditor |
Rescission or termination |
Valid until 05.31.2024 |
Type and reason for operation |
Anticipation of Receivables |
Measures taken to deal with conflicts of interest |
The operations followed the rules established in the Internal Policy, with no conflicts of interest. |
Demonstration of the strictly commutative character of the agreed conditions or the appropriate compensatory payment |
The measures adopted by the institution are negotiated in a commutative manner and under market conditions prevailing on the date of the contracting. In order to obtain impartial treatment with other clients, the related parties have the same treatment and operational flow of hiring applicable to other clients of the same size and segment, using the other metrics adopted for these clients. |
Related party |
Date of the operation |
Amount involved (Reais) |
Existing balance |
Amount (Reais) |
Term |
Interest rate applied |
|
Alelo S.A. |
12/29/2023 |
17,636,952.33 |
17,636,952.33 |
Not applicable |
05/31/2024 |
4.2000 |
|
Relationship with the issuer |
Associated company |
Contract Object |
It is the object of the contract to formalize the indexation of the remuneration due by Digio a Alelo. |
Collaterals and insurances |
Yes |
Creditor or debtor |
Debtor |
Rescission or termination |
Valid until 05.31.2024 |
Type and reason for operation |
Correspondent bank |
Measures taken to deal with conflicts of interest |
The operations followed the rules established in the Internal Policy, with no conflicts of interest. |
Demonstration of the strictly commutative character of the agreed conditions or the appropriate compensatory payment |
The measures adopted by the institution are negotiated in a commutative manner and under market conditions prevailing on the date of the contracting. In order to obtain impartial treatment with other clients, the related parties have the same treatment and operational flow of hiring applicable to other clients of the same size and segment, using the other metrics adopted for these clients. |
| |
287 – Reference Form – 2023 | |
| 11. Transactions with related parties |
| |
Related party |
Date of the operation |
Amount involved (Reais) |
Existing balance |
Amount (Reais) |
Term |
Interest rate applied |
|
Cielo S.A. |
11/30/2000 |
12,698,922,597.90 |
12,698,922,597.90 |
Not applicable |
Indeterminate |
0.0000 |
|
Relationship with the issuer |
Associated company |
Contract Object |
Contract of Local Exchange and Onlending to Visa Members in Brazil. This contract defines the deadlines, procedures, and values to be observed by the parties for the transfer of the amounts of Visa transactions by the Bank to Cielo. |
Collaterals and insurances |
Not applicable |
Creditor or debtor |
Debtor |
Rescission or termination |
Bankruptcy, legally-backed financial restructuring, and intervention, among others, and if Banco Bradesco is no longer the issuer of the Visa card. |
Type and reason for operation |
Local exchange Contract and Transfer |
Measures taken to deal with conflicts of interest |
The firming of the Agreement obtained the necessary approvals and followed all the rules established in the Internal Policy. The negotiation between the parties was carried out with absence of conflicts of interest and under commutative conditions. |
Demonstration of the strictly commutative character of the agreed conditions or the appropriate compensatory payment |
The operations are negotiated in a commutative manner and under market conditions in force on the date of contracting. In order to obtain egalitarian treatment with the other clients, the related parties have the same treatment and operational flow of hiring applicable to other clients, using the same metrics adopted for these clients, especially in relation to fees, deadlines and quantities. |
Related party |
Date of the operation |
Amount involved (Reais) |
Existing balance |
Amount (Reais) |
Term |
Interest rate applied |
|
Cielo S.A. |
12/29/2023 |
2,455,602.82 |
2,455,602.82 |
Not applicable |
Indeterminate |
0.0000 |
|
Relationship with the issuer |
Associated company |
Contract Object |
Demand Deposits |
Collaterals and insurances |
Not applicable |
Creditor or debtor |
Debtor |
Rescission or termination |
Not applicable |
Type and reason for operation |
Checking account balance as per cash transactions. |
Measures taken to deal with conflicts of interest |
The firming of Contracts with Bradesco obtained all the necessary internal approvals to mitigate potential conflicts of interest and/or non-market conditions. |
Demonstration of the strictly commutative character of the agreed conditions or the appropriate compensatory payment |
The Company’s Management understands that the Transaction observed commutative conditions and was carried out in the best interest of the Company, observing market conditions, best practices of governance, conduct, ethics and transparency, according to the Internal Policy. |
| |
288 – Reference Form – 2023 | |
| 11. Transactions with related parties |
| |
Related party |
Date of the operation |
Amount involved (Reais) |
Existing balance |
Amount (Reais) |
Term |
Interest rate applied |
|
Cielo S.A. |
12/26/2023 |
2,690,000,000.00 |
2,693,330,500.91 |
Not applicable |
01/24/2024 |
0.0000 |
|
Relationship with the issuer |
Associated company |
Contract Object |
Loan (Working Capital) |
Collaterals and insurances |
Not applicable |
Creditor or debtor |
Creditor |
Rescission or termination |
Not applicable |
Type and reason for operation |
Installment loans, with one-time payment + charges, with no grace period. Expires on 01/24/2024. Interest Rate: CDI + 0.0275% p.m. // CDI + 0.0316% p.m. |
Measures taken to deal with conflicts of interest |
The operation followed all the rules established in the Internal Policy, with no conflicts of interest. |
Demonstration of the strictly commutative character of the agreed conditions or the appropriate compensatory payment |
The operations are negotiated in a commutative manner and under market conditions in force on the date of contracting. In order to obtain egalitarian treatment with the other clients, the related parties have the same treatment and operational flow of hiring applicable to other clients of the same size and segment, using the same metrics adopted for these clients, especially in relation to fees, rates and deadlines. |
Related party |
Date of the operation |
Amount involved (Reais) |
Existing balance |
Amount (Reais) |
Term |
Interest rate applied |
Cielo S.A. |
03/08/2022 |
222,949,882.34 |
223,120,100.15 |
Not applicable |
12/23/2025 |
0.0000 |
Relationship with the issuer |
Associated company |
Contract Object |
Bank Deposit Certificate CDB and LTN |
Collaterals and insurances |
Not applicable |
Creditor or debtor |
Debtor |
Rescission or termination |
Not applicable |
Type and reason for operation |
Interest Rate: 20.00% of the CDI, 99.25% of the CDI and 100% of the CDI |
Measures taken to deal with conflicts of interest |
The operation followed all the rules established in the Internal Policy, with no conflicts of interest. |
Demonstration of the strictly commutative character of the agreed conditions or the appropriate compensatory payment |
The operations are negotiated in a commutative manner and under market conditions in force on the date of contracting. In order to obtain egalitarian treatment with the other clients, the related parties have the same treatment and operational flow of hiring applicable to other clients of the same size and segment, using the same metrics adopted for these clients, especially in relation to fees, deadlines and quantities |
| |
289 – Reference Form – 2023 | |
| 11. Transactions with related parties |
| |
Related party |
Date of the operation |
Amount involved (Reais) |
Existing balance |
Amount (Reais) |
Term |
Interest rate applied |
|
Cielo S.A. |
12/28/2023 |
142,722,924.66 |
142,722,924.66 |
Not applicable |
01/02/2024 |
0.0000 |
|
Relationship with the issuer |
Associated company |
Contract Object |
Purchases in the debit modality |
Collaterals and insurances |
Not applicable |
Creditor or debtor |
Debtor |
Rescission or termination |
Not applicable |
Type and reason for operation |
Not applicable |
Measures taken to deal with conflicts of interest |
The firming of the Agreement obtained the necessary approvals and followed all the rules established in the Internal Policy. The negotiation between the parties was carried out with absence of conflicts of interest and under commutative conditions. |
Demonstration of the strictly commutative character of the agreed conditions or the appropriate compensatory payment |
The operations are negotiated in a commutative manner and under market conditions in force on the date of contracting. In order to obtain egalitarian treatment with the other clients, the related parties have the same treatment and operational flow of hiring applicable to other clients, using the same metrics adopted for these clients, especially in relation to fees, deadlines and quantities. |
Related party |
Date of the operation |
Amount involved (Reais) |
Existing balance |
Amount (Reais) |
Term |
Interest rate applied |
|
Cielo S.A. |
12/28/2022 |
94,855,444.29 |
94,855,444.29 |
0 |
12/31/2023 |
0.0000 |
|
Relationship with the issuer |
Associated company |
Contract Object |
The purpose of the contract is to establish the terms and conditions applicable to the intermediation services to be provided by the Bank to Cielo aimed at the capture and indication of establishments for potential accreditation to the Cielo System, as well as in the assistance of communication with establishments already accredited with a view to its maintenance in the Cielo System. In return for the provision of the services, the Bank will be entitled to a remuneration negotiated with Cielo of 10 basis points on the eligible volume (the eligible volume includes the amount captured only in domestic transactions, it does not include transactions in which Cielo provides VAN services and takes into account the minimum profitability criterion of each Establishment). |
Collaterals and insurances |
Not applicable |
Creditor or debtor |
Creditor |
Rescission or termination |
Report with 30-day notice. Termination by bankruptcy, request for judicial or extrajudicial recovery, license withdrawal, intervention or is subject to the temporary administration regime or any similar proceeding, if either party suffers commercial restrictions of any kind, withdrawal or suspension of authorization to carry out its activities, suspension of authorization of its activities, failure by either party to comply with any provision or condition set forth in this agreement not resolved within a maximum period of 30 days, in the occurrence of fortuitous and force majeure case and act of authority that prevents the continuity of services for more than 60 days. |
Type and reason for operation |
Commission for the sale of services of the associated company. |
Measures taken to deal with conflicts of interest |
The signing of the Contract has obtained the applicable internal approvals, following all relevant rules. |
Demonstration of the strictly commutative character of the agreed conditions or the appropriate compensatory payment |
The Company’s Management understands that the Transaction observed commutative conditions and provides for adequate compensatory payment, since it was carried out in the best interest of the Company, observing market conditions (according to the Company’s Internal Policy), good governance practices, conduct, ethics and transparency and without Conflicts of Interest (as per the Company’s Internal Policy). |
| |
290 – Reference Form – 2023 | |
| 11. Transactions with related parties |
| |
Related party |
Date of the operation |
Amount involved (Reais) |
Existing balance |
Amount (Reais) |
Term |
Interest rate applied |
|
Cielo S.A. |
12/31/2023 |
74,469,880.24 |
74,469,880.24 |
Not applicable |
Indeterminate |
0.0000 |
|
Relationship with the issuer |
Associated company |
Contract Object |
The purpose of the contract is to establish the terms and conditions applicable to the intermediation services to be provided by the Bank to Cielo aimed at the capture and indication of establishments for potential accreditation to the Cielo System, as well as in the assistance of communication with establishments already accredited with a view to its maintenance in the Cielo System. In return for the provision of the services, the Bank will be entitled to a remuneration negotiated with Cielo of 10 basis points on the eligible volume (the eligible volume includes the amount captured only in domestic transactions, it does not include transactions in which Cielo provides VAN services and takes into account the minimum profitability criterion of each Establishment). |
Collaterals and insurances |
Not applicable |
Creditor or debtor |
Creditor |
Rescission or termination |
It may be terminated with immediate effect, by simple notification of the innocent party to the other party, without any penalty or enforceability by the party requesting the termination of the agreement in the event of breach or infringement of any of the clauses or conditions agreed at any time; provided that the offending party does not comply with or regulate its obligation within thirty (30) days from receipt of prior notification. |
Type and reason for operation |
Commission for the sale of services of the associated company. |
Measures taken to deal with conflicts of interest |
The signing of the Contract has obtained the applicable internal approvals, following all relevant rules. |
Demonstration of the strictly commutative character of the agreed conditions or the appropriate compensatory payment |
The Company’s Management understands that the Transaction observed commutative conditions and provides for adequate compensatory payment, since it was carried out in the best interest of the Company, observing market conditions (according to the Company’s Internal Policy), good governance practices, conduct, ethics and transparency and without Conflicts of Interest (as per the Company’s Internal Policy). |
Related party |
Date of the operation |
Amount involved (Reais) |
Existing balance |
Amount (Reais) |
Term |
Interest rate applied |
|
Livelo S.A. |
05/22/2023 |
127,626,715.50 |
137,842,064.35 |
Not applicable |
05/21/2024 |
0.0000 |
|
Relationship with the issuer |
Associated company |
Contract Object |
Bank Deposit Certificate CDB |
Collaterals and insurances |
Not applicable |
Creditor or debtor |
Debtor |
Rescission or termination |
Not applicable |
Type and reason for operation |
Interest Rate: 103.25% and 104.25% of the CDI |
Measures taken to deal with conflicts of interest |
The operation followed all the rules established in the Internal Policy, with no conflicts of interest. |
Demonstration of the strictly commutative character of the agreed conditions or the appropriate compensatory payment |
The operations are negotiated in a commutative manner and under market conditions in force on the date of contracting. In order to obtain egalitarian treatment with the other clients, the related parties have the same treatment and operational flow of hiring applicable to other clients of the same size and segment, using the same metrics adopted for these clients, especially in relation to fees, deadlines and quantities. |
| |
291 – Reference Form – 2023 | |
| 11. Transactions with related parties |
| |
Related party |
Date of the operation |
Amount involved (Reais) |
Existing balance |
Amount (Reais) |
Term |
Interest rate applied |
|
Livelo S.A. |
05/15/2023 |
3,500,000.00 |
3,787,392.00 |
Not applicable |
05/14/2024 |
0.0000 |
|
Relationship with the issuer |
Associated company |
Contract Object |
Bank Deposit Certificate CDB |
Collaterals and insurances |
Not applicable |
Creditor or debtor |
Debtor |
Rescission or termination |
Not applicable |
Type and reason for operation |
Interest Rate: 103.25% of the CDI |
Measures taken to deal with conflicts of interest |
The operation followed all the rules established in the Internal Policy, with no conflicts of interest. |
Demonstration of the strictly commutative character of the agreed conditions or the appropriate compensatory payment |
The operations are negotiated in a commutative manner and under market conditions in force on the date of contracting. In order to obtain egalitarian treatment with the other clients, the related parties have the same treatment and operational flow of hiring applicable to other clients of the same size and segment, using the same metrics adopted for these clients, especially in relation to fees, deadlines and quantities. |
Related party |
Date of the operation |
Amount involved (Reais) |
Existing balance |
Amount (Reais) |
Term |
Interest rate applied |
|
Livelo S.A. |
12/29/2023 |
4,680,984.75 |
4,680,984.75 |
4,680,984.75 |
Daily |
0.0000 |
|
Relationship with the issuer |
Associated company |
Contract Object |
Digital Checking Account in the name of Livelo at Banco Digio. |
Collaterals and insurances |
Not applicable |
Creditor or debtor |
Creditor |
Rescission or termination |
Yes |
Type and reason for operation |
Digital Checking Account in the name of Livelo at Banco Digio. |
Measures taken to deal with conflicts of interest |
The operations followed the rules established in the Internal Policy, with no conflicts of interest. |
Demonstration of the strictly commutative character of the agreed conditions or the appropriate compensatory payment |
The measures adopted by the institution are negotiated in a commutative manner and under market conditions prevailing on the date of the contracting. In order to obtain impartial treatment with other clients, the related parties have the same treatment and operational flow of hiring applicable to other clients of the same size and segment, using the other metrics adopted for these clients. |
| |
292 – Reference Form – 2023 | |
| 11. Transactions with related parties |
| |
Related party |
Date of the operation |
Amount involved (Reais) |
Existing balance |
Amount (Reais) |
Term |
Interest rate applied |
|
Livelo S.A. |
05/16/2016 |
111,442,391.05 |
111,442,391.05 |
Not applicable |
05/31/2026 |
0.0000 |
|
Relationship with the issuer |
Associated company |
Contract Object |
The Operational Agreement (“Agreement”) establishes the conditions applicable to the transfer of obligations to Livelo, arising from the Bradesco Cards’ Loyalty Program and the Membership Rewards Program, managed by Bradesco, and the Programa Pontos pra Você (Points for You Program), managed by BB (together known as the “Bank Programs”). The Agreement provides for Livelo as the main recipient of the points generated under the Banks’ Programs, and the consequent assumption of responsibility, on behalf of point-holder clients, for the management of its own rewards program (“Livelo Program”). The respective amendment only updated the operating and pricing models. Livelo has commercial autonomy in the management of the Livelo Program and for conducting the business, and it is exclusively up to them to choose partners and make decisions relevant to the operations according to Livelo’s governance structure and limits of authority. |
Collaterals and insurances |
Not applicable |
Creditor or debtor |
Debtor |
Rescission or termination |
The term is until May 2026, automatically extendable for equal and successive periods of five (5) years. The Agreement may be terminated without delay by either Party upon prior notice of one hundred and eighty (180) days. It may also be terminated in advance in the occurrence of bankruptcy, insolvency, intervention, or liquidation of one Party or promotion, by another Party, of a request for judicial or extrajudicial recovery. |
Type and reason for operation |
Purchase of Livelo Points for Bank Loyalty Programs. |
Measures taken to deal with conflicts of interest |
The Transaction obtained the applicable internal approvals and met the relevant Internal Policy standards. |
Demonstration of the strictly commutative character of the agreed conditions or the appropriate compensatory payment |
The Company’s Management understands that the Transaction observed commutative conditions and was carried out in the best interest of the Company, observing market conditions, best practices of governance, conduct, ethics and transparency, according to the Internal Policy. |
Related party |
Date of the operation |
Amount involved (Reais) |
Existing balance |
Amount (Reais) |
Term |
Interest rate applied |
|
Elo Participações LTDA. |
05/22/2023 |
80,993,985.01 |
87,479,740.34 |
Not applicable |
05/21/2024 |
0.0000 |
|
Relationship with the issuer |
Associated company |
Contract Object |
Bank Deposit Certificate – CDB |
Collaterals and insurances |
Not applicable |
Creditor or debtor |
Debtor |
Rescission or termination |
Not applicable |
Type and reason for operation |
Interest Rate: 104.25% of the CDI |
Measures taken to deal with conflicts of interest |
The operation followed all the rules established in the Internal Policy, with no conflicts of interest. |
Demonstration of the strictly commutative character of the agreed conditions or the appropriate compensatory payment |
The operations are negotiated in a commutative manner and under market conditions in force on the date of contracting. In order to obtain egalitarian treatment with the other clients, the related parties have the same treatment and operational flow of hiring applicable to other clients of the same size and segment, using the same metrics adopted for these clients, especially in relation to fees, deadlines and quantities. |
| |
293 – Reference Form – 2023 | |
| 11. Transactions with related parties |
| |
Related party |
Date of the operation |
Amount involved (Reais) |
Existing balance |
Amount (Reais) |
Term |
Interest rate applied |
|
Elo Serviços S.A. |
04/27/2023 |
55,816,262.64 |
60,666,466.62 |
Not applicable |
05/27/2024 |
0.0000 |
|
Relationship with the issuer |
Associated company |
Contract Object |
Bank Deposit Certificate – CDB |
Collaterals and insurances |
Not applicable |
Creditor or debtor |
Debtor |
Rescission or termination |
Not applicable |
Type and reason for operation |
Interest Rate: 103.00% do CDI |
Measures taken to deal with conflicts of interest |
The operation followed all the rules established in the Internal Policy, with no conflicts of interest. |
Demonstration of the strictly commutative character of the agreed conditions or the appropriate compensatory payment |
The operations are negotiated in a commutative manner and under market conditions in force on the date of contracting. In order to obtain egalitarian treatment with the other clients, the related parties have the same treatment and operational flow of hiring applicable to other clients of the same size and segment, using the same metrics adopted for these clients, especially in relation to fees, deadlines and quantities. |
Related party |
Date of the operation |
Amount involved (Reais) |
Existing balance |
Amount (Reais) |
Term |
Interest rate applied |
|
Elo Serviços S.A. |
12/29/2023 |
6,464,800.84 |
6,464,800.84 |
Not applicable |
Indeterminate |
0.0000 |
|
Relationship with the issuer |
Associated company |
Contract Object |
Demand Deposits |
Collaterals and insurances |
Not applicable |
Creditor or debtor |
Debtor |
Rescission or termination |
Not applicable |
Type and reason for operation |
Balance in the checking account |
Measures taken to deal with conflicts of interest |
Compliance with the Company’s Application Policy, maintaining isonomy with the other related parties. |
Demonstration of the strictly commutative character of the agreed conditions or the appropriate compensatory payment |
Not applicable |
| |
294 – Reference Form – 2023 | |
| 11. Transactions with related parties |
| |
Related party |
Date of the operation |
Amount involved (Reais) |
Existing balance |
Amount (Reais) |
Term |
Interest rate applied |
|
Elo Serviços S.A. |
12/06/2021 |
50,000,000.00 |
42,004,540.19 |
Not applicable |
12/31/2023 |
0.0000 |
|
Relationship with the issuer |
Associated company |
Contract Object |
Increase the sale, issuance and activation of payment instruments of the Elo Payment Arrangements, as well as adopting actions to promote their use, aiming at the fulfillment of the Annual Volume Commitment Projected; and the provision by ELO SERVICES to the ISSUER of the Issuer’s Fee Incentive, Commercial Incentive, Account Fee Exemption of Mandatory Benefits and Account Fee Reducer, as performed and in accordance with Annex I, during the Term of Validity and effectiveness of this Agreement.
Regardless of whether or not the ISSUER chooses to convert the Issuer’s Fee Incentive into Financial Incentive, under the terms of item II-1.2, ELO SERVIÇOS will retain monthly amounts calculated in item II-1.1 above, highlighting in the invoice of the Reference Month, the amount corresponding to twenty percent (20%) of the percentage of the issuer’s base fee of Range 1 of Table 2 above, for the modalities Debit + Prepaid (1.6 bps) and Credit (2.4 bps), limited to the annual amount indicated in Table 3 below, observing the respective Reference Year, which will be subject to the incidence of applicable taxes, according to the tax legislation in force and, therefore, it will correspond to a lower net amount in relation to the revenue constituted by ELO SERVIÇOS for Commercial Incentives.
Reference Year / Annual limit (R$)
Year 1 to Year 3 / R$25,000,000.00
Year 4 to Year 6 / R$40,000,000.00
Year 7 to Year 10 / R$50,000,000.00 |
Collaterals and insurances |
Not applicable |
Creditor or debtor |
Creditor |
Rescission or termination |
The agreement had a specific early termination clause with immediate effect upon the parties’ willingness to observe specific clauses and fines and penalties, as there was no agreement between the parties, the conditions established for the alternative term of validity were maintained until December 31, 2023 and with the termination of the contract on the respective date. |
Type and reason for operation |
Not applicable |
Measures taken to deal with conflicts of interest |
The firming of the Agreement obtained the necessary approvals and followed all the rules established in the Internal Policy. The negotiation between the parties was carried out with absence of conflicts of interest and under commutative conditions. |
Demonstration of the strictly commutative character of the agreed conditions or the appropriate compensatory payment |
The Transaction is justified by the interest in maintaining the Company in the Elo incentive program during the term of the Agreement, which governs Bradesco’s performance as issuer in Elo’s payment arrangements. Bradesco’s Management understands that the Transaction has observed commutative conditions, as the three issuers connected to Elo (controllers) have drawn up commercial agreements containing the same conditions. The Transaction provides for adequate compensatory payment, since it was carried out in the best interest of the Company, observing the market conditions (according to the Company’s Internal Policy), best practices of governance, conduct, ethics and transparency, without conflicts of interest (according to the Company’s Internal Policy). The Agreement does not provide for any kind of exclusivity. |
Related party |
Date of the operation |
Amount involved (Reais) |
Existing balance |
Amount (Reais) |
Term |
Interest rate applied |
|
Elo Serviços S.A. |
12/29/2023 |
42,004,540.19 |
42,004,540.19 |
Not applicable |
Monthly |
0.0000 |
|
Relationship with the issuer |
Associated company |
Contract Object |
Participation in the payment arrangement of Elo Serviços, and payment for the services provided. |
Collaterals and insurances |
Not applicable |
Creditor or debtor |
Debtor |
Rescission or termination |
Not applicable |
Type and reason for operation |
Provision of services by Elo to Bradesco. |
Measures taken to deal with conflicts of interest |
The firming of the Agreement obtained the necessary approvals and followed all the rules established in the Internal Policy. The negotiation between the parties was carried out with absence of conflicts of interest and under commutative conditions. |
Demonstration of the strictly commutative character of the agreed conditions or the appropriate compensatory payment |
The operations are negotiated in a commutative manner and under market conditions in force on the date of contracting. In order to obtain egalitarian treatment with the other clients, the related parties have the same treatment and operational flow of hiring applicable to other clients, using the same metrics adopted for these clients, especially in relation to fees, deadlines and quantities. |
| |
295 – Reference Form – 2023 | |
| 11. Transactions with related parties |
| |
Related party |
Date of the operation |
Amount involved (Reais) |
Existing balance |
Amount (Reais) |
Term |
Interest rate applied |
|
Tecban - Tecnologia Bancária S.A. |
12/31/2023 |
38,538,973.95 |
38,538,973.95 |
Not applicable |
12/31/2025 |
0.0000 |
|
Relationship with the issuer |
Associated company |
Contract Object |
Availability of the Banco 24 Horas Network installed and maintained by the Company Tecban, offering to Bradesco clients the Services of Cash Withdrawal from Checking Account or Savings Account, Check the Available Balance in the Checking Account or Savings Account with the option of printing and Issuing the Statement of Checking Account or Savings Account with the print option. |
Collaterals and insurances |
Not applicable |
Creditor or debtor |
Debtor |
Rescission or termination |
In the event of breach of the Contract the parties mutually should return all documents related to the execution of the contract in their power, and the prompt return of the values available for Withdrawals to Bradesco clients. |
Type and reason for operation |
These are transactions on the ATM machine Banco24Horas Network. |
Measures taken to deal with conflicts of interest |
The standardization of prices for all contracting parties of this service was as provisioned for in the shareholders agreement. |
Demonstration of the strictly commutative character of the agreed conditions or the appropriate compensatory payment |
The demonstration is provided for in the Contract, where the indices may not be higher than those adopted by the other shareholders of the Contracted Party. |
Related party |
Date of the operation |
Amount involved (Reais) |
Existing balance |
Amount (Reais) |
Term |
Interest rate applied |
|
Tecban - Tecnologia Bancária S.A. |
12/26/2023 |
2,078.02 |
2,078.29 |
Not applicable |
12/15/2025 |
0.0000 |
|
Relationship with the issuer |
Associated company |
Contract Object |
Bank Deposit Certificate – CDB |
Collaterals and insurances |
Not applicable |
Creditor or debtor |
Debtor |
Rescission or termination |
Not applicable |
Type and reason for operation |
Interest Rate: 10% of the CDI |
Measures taken to deal with conflicts of interest |
The operation followed all the rules established in the Internal Policy, with no conflicts of interest. |
Demonstration of the strictly commutative character of the agreed conditions or the appropriate compensatory payment |
The operations are negotiated in a commutative manner and under market conditions in force on the date of contracting. In order to obtain egalitarian treatment with the other clients, the related parties have the same treatment and operational flow of hiring applicable to other clients of the same size and segment, using the same metrics adopted for these clients, especially in relation to fees, deadlines and quantities. |
| |
296 – Reference Form – 2023 | |
| 11. Transactions with related parties |
| |
Related party |
Date of the operation |
Amount involved (Reais) |
Existing balance |
Amount (Reais) |
Term |
Interest rate applied |
|
Tecban - Tecnologia Bancária S.A. |
09/29/2023 |
155,000,000.00 |
160,893,210.36 |
Not applicable |
09/15/2027 |
2.25% |
|
Relationship with the issuer |
Associated company |
Contract Object |
Debentures |
Collaterals and insurances |
Not applicable |
Creditor or debtor |
Debtor |
Rescission or termination |
Not applicable |
Type and reason for operation |
Interest Rate: DI + 2.25% p.a. |
Measures taken to deal with conflicts of interest |
The operation followed all the rules established in the Internal Policy, with no conflicts of interest. |
Demonstration of the strictly commutative character of the agreed conditions or the appropriate compensatory payment |
The operations are negotiated in a commutative manner and under market conditions in force on the date of contracting. In order to obtain egalitarian treatment with the other clients, the related parties have the same treatment and operational flow of hiring applicable to other clients of the same size and segment, using the same metrics adopted for these clients, especially in relation to fees, deadlines and quantities. |
Related party |
Date of the operation |
Amount involved (Reais) |
Existing balance |
Amount (Reais) |
Term |
Interest rate applied |
|
Gestora de Inteligência de Crédito S.A. |
09/29/2020 |
66,666,666.67 |
47,379,471.03 |
Not applicable |
09/29/2025 |
0.2223 |
|
Relationship with the issuer |
Associated company |
Contract Object |
Loan (Working Capital) |
Collaterals and insurances |
Not applicable |
Creditor or debtor |
Creditor |
Rescission or termination |
Not applicable |
Type and reason for operation |
Installment loan, with half-yearly payment of interest and charges, 180-day grace period to start payment, and the principal collection annually, with collection of the first installment in September 29, 2023. Interest Rate: CDI + 0.2223000% p.m. |
Measures taken to deal with conflicts of interest |
The operation followed all the rules established in the Internal Policy, with no conflicts of interest. |
Demonstration of the strictly commutative character of the agreed conditions or the appropriate compensatory payment |
The operations are negotiated in a commutative manner and under market conditions in force on the date of contracting. In order to obtain egalitarian treatment with the other clients, the related parties have the same treatment and operational flow of hiring applicable to other clients of the same size and segment, using the same metrics adopted for these clients, especially in relation to fees, rates and deadlines. |
Related party |
Date of the operation |
Amount involved (Reais) |
Existing balance |
Amount (Reais) |
Term |
Interest rate applied |
|
Gestora de Inteligência de Crédito S.A. |
09/29/2023 |
27,546,223.87 |
28,065,229.99 |
Not applicable |
12/18/2025 |
0.0000 |
|
Relationship with the issuer |
Associated company |
Contract Object |
Bank Deposit Certificate – CDB |
Collaterals and insurances |
Not applicable |
Creditor or debtor |
Debtor |
Rescission or termination |
Not applicable |
Type and reason for operation |
Interest Rate: 100.25% to 103.00% of the CDI |
Measures taken to deal with conflicts of interest |
The operation followed all the rules established in the Internal Policy, with no conflicts of interest. |
Demonstration of the strictly commutative character of the agreed conditions or the appropriate compensatory payment |
The operations are negotiated in a commutative manner and under market conditions in force on the date of contracting. In order to obtain egalitarian treatment with the other clients, the related parties have the same treatment and operational flow of hiring applicable to other clients of the same size and segment, using the same metrics adopted for these clients, especially in relation to fees, deadlines and quantities |
| |
297 – Reference Form – 2023 | |
| 11. Transactions with related parties |
| |
Related party |
Date of the operation |
Amount involved (Reais) |
Existing balance |
Amount (Reais) |
Term |
Interest rate applied |
|
Gestora de Inteligência de Crédito S.A. |
09/29/2023 |
100,000,000.00 |
103,270,828.60 |
Not applicable |
09/29/2026 |
1.75% |
|
Relationship with the issuer |
Associated company |
Contract Object |
Promissory Notes |
Collaterals and insurances |
Not applicable |
Creditor or debtor |
Debtor |
Rescission or termination |
Not applicable |
Type and reason for operation |
Interest Rate: DI + 1.75% p.a. |
Measures taken to deal with conflicts of interest |
The operation followed all the rules established in the Internal Policy, with no conflicts of interest. |
Demonstration of the strictly commutative character of the agreed conditions or the appropriate compensatory payment |
The operations are negotiated in a commutative manner and under market conditions in force on the date of contracting. In order to obtain egalitarian treatment with the other clients, the related parties have the same treatment and operational flow of hiring applicable to other clients of the same size and segment, using the same metrics adopted for these clients, especially in relation to fees, deadlines and quantities. |
Related party |
Date of the operation |
Amount involved (Reais) |
Existing balance |
Amount (Reais) |
Term |
Interest rate applied |
|
Gestora de Inteligência de Crédito S.A. |
03/10/2023 |
80,000,000.00 |
89,490,206.48 |
Not applicable |
03/06/2026 |
1.75% |
|
Relationship with the issuer |
Associated company |
Contract Object |
Credit Notes |
Collaterals and insurances |
Not applicable |
Creditor or debtor |
Debtor |
Rescission or termination |
Not applicable |
Type and reason for operation |
Interest Rate: DI + 1.75% p.a. |
Measures taken to deal with conflicts of interest |
The operation followed all the rules established in the Internal Policy, with no conflicts of interest. |
Demonstration of the strictly commutative character of the agreed conditions or the appropriate compensatory payment |
The operations are negotiated in a commutative manner and under market conditions in force on the date of contracting. In order to obtain egalitarian treatment with the other clients, the related parties have the same treatment and operational flow of hiring applicable to other clients of the same size and segment, using the same metrics adopted for these clients, especially in relation to fees, deadlines and quantities. |
| |
298 – Reference Form – 2023 | |
| 11. Transactions with related parties |
| |
Related party |
Date of the operation |
Amount involved (Reais) |
Existing balance |
Amount (Reais) |
Term |
Interest rate applied |
|
CIP S.A. |
12/26/2023 |
1,333,034.59 |
1,333,110.55 |
Not applicable |
12/16/2025 |
0.0000 |
|
Relationship with the issuer |
Associated company |
Contract Object |
Bank Deposit Certificate – CDB |
Collaterals and insurances |
Not applicable |
Creditor or debtor |
Debtor |
Rescission or termination |
Not applicable |
Type and reason for operation |
Interest Rate: 5% of the CDI |
Measures taken to deal with conflicts of interest |
The operation followed all the rules established in the Internal Policy, with no conflicts of interest. |
Demonstration of the strictly commutative character of the agreed conditions or the appropriate compensatory payment |
The operations are negotiated in a commutative manner and under market conditions in force on the date of contracting. In order to obtain egalitarian treatment with the other clients, the related parties have the same treatment and operational flow of hiring applicable to other clients of the same size and segment, using the same metrics adopted for these clients, especially in relation to fees, deadlines and quantities. |
Related party |
Date of the operation |
Amount involved (Reais) |
Existing balance |
Amount (Reais) |
Term |
Interest rate applied |
|
Fleury S.A. |
12/19/2019 |
237,500,000.00 |
238,422,583.71 |
Not applicable |
12/16/2027 |
1.20% |
|
Relationship with the issuer |
Associated company |
Contract Object |
Debentures |
Collaterals and insurances |
Not applicable |
Creditor or debtor |
Debtor |
Rescission or termination |
Not applicable |
Type and reason for operation |
Interest Rate: DI + 1.20% p.a. |
Measures taken to deal with conflicts of interest |
The operation followed all the rules established in the Internal Policy, with no conflicts of interest. |
Demonstration of the strictly commutative character of the agreed conditions or the appropriate compensatory payment |
The operations are negotiated in a commutative manner and under market conditions in force on the date of contracting. In order to obtain egalitarian treatment with the other clients, the related parties have the same treatment and operational flow of hiring applicable to other clients of the same size and segment, using the same metrics adopted for these clients, especially in relation to fees, deadlines and quantities. |
Related party |
Date of the operation |
Amount involved (Reais) |
Existing balance |
Amount (Reais) |
Term |
Interest rate applied |
|
Fleury S.A. |
12/29/2023 |
3,188,993.68 |
3,188,993.68 |
Not applicable |
Indeterminate |
0.0000 |
|
Relationship with the issuer |
Associated company |
Contract Object |
Demand Deposits |
Collaterals and insurances |
Not applicable |
Creditor or debtor |
Debtor |
Rescission or termination |
Not applicable |
Type and reason for operation |
Checking account balance as per cash transactions. |
Measures taken to deal with conflicts of interest |
The firming of Contracts with Bradesco obtained all the necessary internal approvals to mitigate potential conflicts of interest and/or non-market conditions. |
Demonstration of the strictly commutative character of the agreed conditions or the appropriate compensatory payment |
The Company’s Management understands that the Transaction observed commutative conditions and was carried out in the best interest of the Company, observing market conditions, best practices of governance, conduct, ethics and transparency, according to the Internal Policy. |
| |
299 – Reference Form – 2023 | |
| 11. Transactions with related parties |
| |
Related party |
Date of the operation |
Amount involved (Reais) |
Existing balance |
Amount (Reais) |
Term |
Interest rate applied |
|
Stelo S.A. |
12/29/2023 |
1,618,157.43 |
1,618,157.43 |
Not applicable |
Indeterminate |
0.0000 |
|
Relationship with the issuer |
Associated company |
Contract Object |
Demand Deposits |
Collaterals and insurances |
Not applicable |
Creditor or debtor |
Debtor |
Rescission or termination |
Not applicable |
Type and reason for operation |
Checking account balance as per cash transactions. |
Measures taken to deal with conflicts of interest |
The firming of Contracts with Bradesco obtained all the necessary internal approvals to mitigate potential conflicts of interest and/or non-market conditions. |
Demonstration of the strictly commutative character of the agreed conditions or the appropriate compensatory payment |
The Company’s Management understands that the Transaction observed commutative conditions and was carried out in the best interest of the Company, observing market conditions, best practices of governance, conduct, ethics and transparency, according to the Internal Policy. |
Related party |
Date of the operation |
Amount involved (Reais) |
Existing balance |
Amount (Reais) |
Term |
Interest rate applied |
|
Servinet Serviços Ltda. |
12/20/2023 |
253,284.49 |
253,317.58 |
Not applicable |
12/18/2025 |
0.0000 |
|
Relationship with the issuer |
Associated company |
Contract Object |
Bank Deposit Certificate – CDB |
Collaterals and insurances |
Not applicable |
Creditor or debtor |
Debtor |
Rescission or termination |
Not applicable |
Type and reason for operation |
Interest Rate: 10% of the CDI |
Measures taken to deal with conflicts of interest |
The operation followed all the rules established in the Internal Policy, with no conflicts of interest. |
Demonstration of the strictly commutative character of the agreed conditions or the appropriate compensatory payment |
The operations are negotiated in a commutative manner and under market conditions in force on the date of contracting. In order to obtain egalitarian treatment with the other clients, the related parties have the same treatment and operational flow of hiring applicable to other clients of the same size and segment, using the same metrics adopted for these clients, especially in relation to fees, deadlines and quantities. |
Related party |
Date of the operation |
Amount involved (Reais) |
Existing balance |
Amount (Reais) |
Term |
Interest rate applied |
|
NCR Brasil - Indústria e Equipamentos para Automação S.A. |
12/29/2023 |
99,999.00 |
99,999.00 |
Not applicable |
12/18/2025 |
0.0000 |
|
Relationship with the issuer |
Associated company |
Contract Object |
Bank Deposit Certificate – CDB |
Collaterals and insurances |
Not applicable |
Creditor or debtor |
Debtor |
Rescission or termination |
Not applicable |
Type and reason for operation |
Interest Rate: 5% of the CDI |
Measures taken to deal with conflicts of interest |
The operation followed all the rules established in the Internal Policy, with no conflicts of interest. |
Demonstration of the strictly commutative character of the agreed conditions or the appropriate compensatory payment |
The operations are negotiated in a commutative manner and under market conditions in force on the date of contracting. In order to obtain egalitarian treatment with the other clients, the related parties have the same treatment and operational flow of hiring applicable to other clients of the same size and segment, using the same metrics adopted for these clients, especially in relation to fees, deadlines and quantities. |
| |
300 – Reference Form – 2023 | |
| 11. Transactions with related parties |
| |
Related party |
Date of the operation |
Amount involved (Reais) |
Existing balance |
Amount (Reais) |
Term |
Interest rate applied |
|
Aliança Pagamentos e Participações Ltda. |
10/18/2023 |
93,926.15 |
94,106.65 |
Not applicable |
12/02/2025 |
0.0000 |
|
Relationship with the issuer |
Associated company |
Contract Object |
Bank Deposit Certificate – CDB |
Collaterals and insurances |
Not applicable |
Creditor or debtor |
Debtor |
Rescission or termination |
Not applicable |
Type and reason for operation |
Interest Rate: 5.00% of the CDI and 10.00% of the CDI |
Measures taken to deal with conflicts of interest |
The operation followed all the rules established in the Internal Policy, with no conflicts of interest. |
Demonstration of the strictly commutative character of the agreed conditions or the appropriate compensatory payment |
The operations are negotiated in a commutative manner and under market conditions in force on the date of contracting. In order to obtain egalitarian treatment with the other clients, the related parties have the same treatment and operational flow of hiring applicable to other clients of the same size and segment, using the same metrics adopted for these clients, especially in relation to fees, deadlines and quantities. |
Related party |
Date of the operation |
Amount involved (Reais) |
Existing balance |
Amount (Reais) |
Term |
Interest rate applied |
|
Instituto Hermes Pardini S.A. |
05/06/2021 |
170,465.19 |
223,404.11 |
Not applicable |
01/03/2025 |
0.0000 |
|
Relationship with the issuer |
Associated company |
Contract Object |
Bank Deposit Certificate – CDB |
Collaterals and insurances |
Not applicable |
Creditor or debtor |
Debtor |
Rescission or termination |
Not applicable |
Type and reason for operation |
Interest Rate: 98.50% and 102.25% of the CDI |
Measures taken to deal with conflicts of interest |
The operation followed all the rules established in the Internal Policy, with no conflicts of interest. |
Demonstration of the strictly commutative character of the agreed conditions or the appropriate compensatory payment |
The operations are negotiated in a commutative manner and under market conditions in force on the date of contracting. In order to obtain egalitarian treatment with the other clients, the related parties have the same treatment and operational flow of hiring applicable to other clients of the same size and segment, using the same metrics adopted for these clients, especially in relation to fees, deadlines and quantities. |
Related party |
Date of the operation |
Amount involved (Reais) |
Existing balance |
Amount (Reais) |
Term |
Interest rate applied |
|
Elo Holding Financeira S.A. |
04/13/2023 |
56,089.54 |
61,215.56 |
Not applicable |
04/08/2024 |
0.0000 |
|
Relationship with the issuer |
Associated company |
Contract Object |
Bank Deposit Certificate – CDB |
Collaterals and insurances |
Not applicable |
Creditor or debtor |
Debtor |
Rescission or termination |
Not applicable |
Type and reason for operation |
Interest Rate: 101.00% of the CDI |
Measures taken to deal with conflicts of interest |
The operation followed all the rules established in the Internal Policy, with no conflicts of interest. |
Demonstration of the strictly commutative character of the agreed conditions or the appropriate compensatory payment |
The operations are negotiated in a commutative manner and under market conditions in force on the date of contracting. In order to obtain egalitarian treatment with the other clients, the related parties have the same treatment and operational flow of hiring applicable to other clients of the same size and segment, using the same metrics adopted for these clients, especially in relation to fees, deadlines and quantities. |
| |
301 – Reference Form – 2023 | |
| 11. Transactions with related parties |
| |
Related party |
Date of the operation |
Amount involved (Reais) |
Existing balance |
Amount (Reais) |
Term |
Interest rate applied |
|
Alpha Serviços de Rede de Auto Atendimento S.A. |
04/13/2023 |
20,724.12 |
22,618.09 |
Not applicable |
04/12/2024 |
0.0000 |
|
Relationship with the issuer |
Associated company |
Contract Object |
Bank Deposit Certificate – CDB |
Collaterals and insurances |
Not applicable |
Creditor or debtor |
Debtor |
Rescission or termination |
Not applicable |
Type and reason for operation |
Interest Rate: 101.00% of the CDI |
Measures taken to deal with conflicts of interest |
The operation followed all the rules established in the Internal Policy, with no conflicts of interest. |
Demonstration of the strictly commutative character of the agreed conditions or the appropriate compensatory payment |
The operations are negotiated in a commutative manner and under market conditions in force on the date of contracting. In order to obtain egalitarian treatment with the other clients, the related parties have the same treatment and operational flow of hiring applicable to other clients of the same size and segment, using the same metrics adopted for these clients, especially in relation to fees, deadlines and quantities. |
Related party |
Date of the operation |
Amount involved (Reais) |
Existing balance |
Amount (Reais) |
Term |
Interest rate applied |
|
TbForte - Transporte de Valores Brasil Forte Ltda. |
12/13/2023 |
99,883.86 |
99,892.82 |
Not applicable |
12/17/2025 |
0.0000 |
|
Relationship with the issuer |
Associated company |
Contract Object |
Bank Deposit Certificate – CDB |
Collaterals and insurances |
Not applicable |
Creditor or debtor |
Debtor |
Rescission or termination |
Not applicable |
Type and reason for operation |
Interest Rate: 10% of the CDI |
Measures taken to deal with conflicts of interest |
The operation followed all the rules established in the Internal Policy, with no conflicts of interest. |
Demonstration of the strictly commutative character of the agreed conditions or the appropriate compensatory payment |
The operations are negotiated in a commutative manner and under market conditions in force on the date of contracting. In order to obtain egalitarian treatment with the other clients, the related parties have the same treatment and operational flow of hiring applicable to other clients of the same size and segment, using the same metrics adopted for these clients, especially in relation to fees, deadlines and quantities. |
| |
302 – Reference Form – 2023 | |
| 11. Transactions with related parties |
| |
Related party |
Date of the operation |
Amount involved (Reais) |
Existing balance |
Amount (Reais) |
Term |
Interest rate applied |
|
TbForte - Transporte de Valores Brasil Forte Ltda. |
12/08/2023 |
1,297.51 |
1,297.86 |
Not applicable |
12/11/2025 |
0.0000 |
|
Relationship with the issuer |
Associated company |
Contract Object |
Bank Deposit Certificate – CDB |
Collaterals and insurances |
Not applicable |
Creditor or debtor |
Debtor |
Rescission or termination |
Not applicable |
Type and reason for operation |
Interest Rate: 10% of the CDI |
Measures taken to deal with conflicts of interest |
The operation followed all the rules established in the Internal Policy, with no conflicts of interest. |
Demonstration of the strictly commutative character of the agreed conditions or the appropriate compensatory payment |
The operations are negotiated in a commutative manner and under market conditions in force on the date of contracting. In order to obtain egalitarian treatment with the other clients, the related parties have the same treatment and operational flow of hiring applicable to other clients of the same size and segment, using the same metrics adopted for these clients, especially in relation to fees, deadlines and quantities. |
Related party |
Date of the operation |
Amount involved (Reais) |
Existing balance |
Amount (Reais) |
Term |
Interest rate applied |
|
TbForte - Transporte de Valores Brasil Forte Ltda. |
12/23/2023 |
1,316.72 |
1,316.80 |
Not applicable |
12/15/2025 |
0.0000 |
|
Relationship with the issuer |
Associated company |
Contract Object |
Bank Deposit Certificate – CDB |
Collaterals and insurances |
Not applicable |
Creditor or debtor |
Debtor |
Rescission or termination |
Not applicable |
Type and reason for operation |
Interest Rate: 5% of the CDI |
Measures taken to deal with conflicts of interest |
The operation followed all the rules established in the Internal Policy, with no conflicts of interest. |
Demonstration of the strictly commutative character of the agreed conditions or the appropriate compensatory payment |
The operations are negotiated in a commutative manner and under market conditions in force on the date of contracting. In order to obtain egalitarian treatment with the other clients, the related parties have the same treatment and operational flow of hiring applicable to other clients of the same size and segment, using the same metrics adopted for these clients, especially in relation to fees, deadlines and quantities. |
11.3
– Other relevant information
There
is no other information that we think is relevant.
| |
303 – Reference Form – 2023 | |
| 12. Share capital and securities |
| |
12. Share capital and securities
12.1
– Information on share capital
Date of authorization or approval |
Value of capital (Reais) |
Payment period |
Number of common shares (Units) |
Number of preferred shares (Units) |
Total number of shares (Units) |
Type of capital |
Issued Capital |
|
5,330,304,681 |
5,311,865,547 |
10,642,170,228 |
03/10/2023 |
87,100,000,000.00 |
|
Type of capital |
Subscribed Capital |
|
5,330,304,681 |
5,311,865,547 |
10,642,170,228 |
03/10/2023 |
87,100,000,000.00 |
|
Type of capital |
Paid-Up Capital |
|
5,330,304,681 |
5,311,865,547 |
10,642,170,228 |
03/10/2023 |
87,100,000,000.00 |
|
12.2
– Foreign issuers must describe the rights of each class and type of share issued and the rules of their country of origin and the
country in which the shares are held with respect to:
Not applicable
because Bradesco is not categorized as a foreign issuer.
12.3
– Other securities issued in Brazil
Reason
for not completing the chart:
There
are no other securities issued in the country.
12.4
– Number of holders of each type of security described in item 12.3, as determined at the end of the previous year
There
are no other securities issued in the country.
12.5
– Brazilian markets in which securities are admitted to trading
Bradesco’s
shares comprise of Brazil’s main stock indexes, with highlights for IBrX-50 and IBrX-100 (indexes that measure the total return
of a theoretical portfolio that comprises of 50 and 100 shares, respectively, which were selected among the most traded shares on B3,
in terms of liquidity), IBrA (Brasil Amplo Index), IFNC (Financial Index), comprised of banks, insurance companies and financial institutions,
ISE (Corporate Sustainability Index), IGCX (Special Corporate Governance Stock Index), IGCT (Corporate Governance Trade Index), ITAG (Special
Tag-Along Stock Index), ICO2 (index comprising of the shares of the companies that are part of the IBrX-50 index and that have agreed
to take part in this initiative by adopting transparent greenhouse gas emission practices) and Mid – Large Cap Index – MLCX
(which measures the return of a portfolio composed of the highest cap companies listed). Abroad, Bradesco’s shares are listed in
the Dow Jones Sustainability Index (DJSI) of the New York Stock Exchange, in the Dow Jones Sustainability Emerging Markets portfolio,
and on the FTSE Latibex Brazil Index of the Madrid Stock Exchange.
| |
304 – Reference Form – 2023 | |
| 12. Share capital and securities |
| |
12.6 – Information about class and the kinds of securities admitted for trading in foreign markets
ADR –
BBD
| a) | Country: United States of America |
| c) | Entity manager from the market in which securities are admitted for trading: The New York Stock Exchange
(NYSE) |
| d) | Date of admission for trading: October 1, 2001 |
| e) | Indicate the trading segment, if any: Tier II |
| f) | Start date of the listing in the trading segment: November 21, 2001 |
| g) | Percentage of the volume of overseas negotiations in relation to the total volume of trading of each class
and species in the last fiscal year: 35.1% |
| h) | The proportion of overseas deposit certificates, if any, for each class and type of actions: 1:1 (one
ADR for each preferred share) |
| i) | Depositary bank, if any: The Bank of New York Mellon |
| j) | Custodian institution, if any: Banco Bradesco S.A. |
ADR –
BBDO
| a) | Country: United States of America |
| c) | Entity manager from the market in which securities are admitted for trading: The New York Stock Exchange
(NYSE) |
| d) | Date of admission for trading: March 13, 2012 |
| e) | Indicate the trading segment, if any: Tier II |
| f) | Start date of the listing in the trading segment: March 13, 2012 |
| g) | Percentage of the volume of overseas negotiations in relation to the total volume of trading of each class
and species in the last fiscal year: 0.43% |
| h) | Proportion of overseas deposit certificates, if any, for each class and type of actions: 1:1 (one ADR
for each common share) |
| i) | Depositary bank, if any: The Bank of New York Mellon |
| j) | Custodian institution, if any: Banco Bradesco S.A. |
GDR –
XBBDC
| c) | Entity manager from the market in which securities are admitted for trading:
Madrid Stock Exchange |
| d) | Date of admission for trading: February 16, 2001 |
| e) | Indicate the trading segment, if any: Latibex |
| f) | Start date of the listing in the trading segment: February 16, 2001 |
| |
305 – Reference Form – 2023 | |
| 12. Share capital and securities |
| |
| g) | Percentage of the volume of overseas negotiations in relation to the total volume of trading of each class
and species in the last fiscal year: 0.002% |
| h) | Proportion of overseas deposit certificates, if any, for each class and type of actions: 1:1 (one GDR
for each preferred share) |
| i) | Depositary bank, if any: Iberclear |
| j) | Custodian institution, if any: CBLC |
12.7
– Securities issued abroad
Reason
for not completing the chart:
Securities
issued abroad by Bradesco Organization are described in item 12.9 of this Form.
12.8
– Use of proceeds from public offerings for distribution and any deviations in the last three fiscal years
a) how
funds from the offering were used
There
was no public offering for the distribution of securities in 2023, 2022 and 2021.
b) if
any material deviations occurred between the effective use of funds and the funding proposals disclosed in the respective distribution
There
was no public offering for the distribution of securities in 2023, 2022 and 2021.
c) in
case of deviation, explain its reasons
There
was no public offering for the distribution of securities in 2023, 2022 and 2021.
12.9
– Other relevant information
Item
12.7:
Addition
the item: Describe securities issued abroad indicating:
I. GLOBAL
MEDIUM-TERM NOTE – 549 Series – US$800,000,000 – due on January 27, 2025
a) identification
of the security: GLOBAL MEDIUM-TERM NOTE – 549 Series – England Law
b) Quantity |
c) Total nominal value |
d) Date of issue |
e) Outstanding debit balance on the closing date of the last fiscal year |
f) Restriction to movement |
g) Convertibility
i. conditions
ii. effects
on the capital share |
01 Global Note in the principal value of US$800 million that can be split into fractions in minimum denominations of US$200,000.00 and multiples of US$1,000.00 onwards |
US$800,000,000.00 |
January 27, 2020
January 27, 2025
(maturity) |
US$800,000,000.00 |
The securities may only be purchased by qualified institutional investors |
Not convertible |
| h. | possibility
of redemption |
i)
Chance of redemption
Early
redemption for taxation reasons
If,
in relation to any Series of Notes, as a result of any change or amendment in laws (or in regulations or decrees promulgated under such
laws) of Brazil, or when the Issuer is the Bradesco Grand Cayman Branch,
| |
306 – Reference Form – 2023 | |
| 12. Share capital and securities |
| |
of the laws of the Cayman
Islands, or any political subdivision or taxing authority in or of Brazil or, as the case may be, on or of the Cayman Islands, that affect
taxation, or any change in the official position concerning the application or interpretation of such laws, regulations or decrees (including
a decision by competent judgment), alteration or amendment which enters into force on the date of issuance of such Notes, or after such
a date, or on any other date that is specified in the Final Terms of the Notes, the Issuer has been or becomes obligated to pay additional
amounts beyond the additional amounts which the Issuer would be obligated to pay if the interest payments pursuant to the Notes were subject
to withholding or deduction at a rate of 15% as a result of taxes, tariffs and taxes and other governmental charges (“Minimum Level
of Retention”). The Issuer may (subject to the prior approval of the Central Bank of Brazil, if applicable), at its option, and
having sent notice no less than 45 days in advance and not more than 75 days (that ends, in the case of paid floating rate Notes, in a
day that interest should be paid) to holders of Notes (warning this will be irrevocable), redeem all (but not only) of the open Notes
which compose the relevant Series, the early redemption amount (Tribute), together with interest accrued (if any) on the Notes, except,
however, that no such notice of redemption may be given before 90 days (or, in the case of paid floating rate Notes, a number of days
that is equal to the total number of days that occur within the period of interest then in force applicable more banknotes 75 days) before
the first date on which the Issuer would be obligated to pay such additional amounts if a payment in relation to the Notes were won. On
such an occasion, the Issuer will not hold the right to redeem the Notes case and becomes obligated to pay any additional amounts that
are less than the additional amounts payable to the Minimum Level of Retention. Notwithstanding the foregoing, the Issuer will not have
the right to redeem the Notes, unless he has taken reasonable steps to avoid the obligation to pay the additional amounts. If he chooses
to redeem the notes, the Issuer shall deliver to the Trustee a certificate signed by an authorized officer stating that the Issuer is
authorized to redeem the notes in accordance with their terms, and the opinion of an independent lawyer of known reputation, stating that
the Issuer was required or will become obliged to pay an additional amount in addition to the additional amounts that must be paid to
the Minimum Level of Retention.
ii)
Formula for calculating the redemption value:
The
payment of the principal of the Notes, together with accrued and unpaid interest, will come into effect on the date of payment to the
respective holders of the Notes.
i)
Maturity, including the conditions of prepayment
Maturity:
January 27, 2025.
Prepayment
events (Default):
| · | the Issuer fails to pay any amount of principal, in respect of the Notes, within three Working Days of
the due date of the payment of such an amount, or fails to pay any amount of interest pertaining to the Notes within ten Working Days
of the due date of the payment of such interest; or |
| · | (a) any debt of the Issuer or any Subsidiary is not paid as it accrues or (as the case may be) within
the grace period originally applicable and the non-payment has continued for at least two working days; (b) any such Debt becomes (or
may be declared) won and chargeable before its specified due date, in any other way except at the discretion of the Issuer or (as the
case may be) of the relevant Subsidiary or (since no event of the default described has occurred) of any person entitled to such Debt;
or (c) the Issuer or any Subsidiary fails to pay, when due any amount that is payable by him under the terms of any Guarantee of any debt;
since the amount of the debt referred to in subparagraph (a) and/or subparagraph (b) above and/or the amount payable pursuant to any warranty
mentioned in subparagraph (c) above, individually or in the aggregate, exceeds US$100,000,000 (or its equivalent in any other currency
or currencies); or |
| · | the Issuer fails to duly perform or observe any other obligation or agreement that is relevant in relation
to the Notes of the relevant Series, or any of such covenants or agreements contained in the Trust Deed, the Payment Agent Agreement or
in the Notes, and such noncompliance persists for a period of 30 days after they have occurred; or |
| |
307 – Reference Form – 2023 | |
| 12. Share capital and securities |
| |
| · | the Issuer (a) is dissolved, (b) suspends the payment of its debts or does not honor or is unable to honor
their debts when due, (c) enters, to the extent permitted by applicable law, with a request for self-bankruptcy, proceedings or any other
action to get any debt relief under any law affecting creditors’ rights and that is similar to a bankruptcy law or (d) consents
by way of reply or otherwise, a petition for bankruptcy started against him or any other spontaneous action or process and such process
is not rejected before or within 60 days of its entry; or |
| · | Banco Bradesco S.A., together with its consolidated subsidiaries, fail to perform all or a substantial
part of its business, or are on the verge of doing so, except in the case of such subsidiaries, for the purposes of, and followed by a
reconstruction, merger, reorganization, merger or consolidation; or |
| · | the Issuer or any Relevant Subsidiary is (or is, or might be considered by law or by a court) insolvent
or bankrupt or unable to pay their debts or stop, suspend or are on the verge of stopping or suspending the payment of all or a significant
part (or of a certain type) of their debts; or |
| · | any event that occurs in accordance with the laws of Brazil, or, where the Issuer is the Bradesco Grand
Cayman Branch, the laws of the Cayman Islands, has an effect analogous to that of the events referred to in paragraph (v) above, occur
or cause Banco Bradesco S.A. not to maintain its relevant licenses to operate the Bradesco Grand Cayman Branch. |
ii)
Interest
3.20%
p.a.
iii)
Warranty and, if real, description of the asset object
No
warranty.
iv)
In the absence of any warranty, if the credit is unsecured or subordinate
Unsecured
credit.
v)
Any restrictions imposed on the issuer in relation
| · | to the distribution of dividends |
None.
| · | to the sale of certain assets |
The Issuer
shall not, without the written consent of the holders of two-thirds of the outstanding Notes, perform a consolidation or merger with any
other company or dispose of or transfer, in a transaction or series of transactions, all or substantially all of its assets to any other
person unless:
| · | the company formed by such a consolidation, or with which the Issuer made a merger, or a person who acquires
through sale or transfer all or substantially all of the assets of the Issuer (“Successor Company”) is obliged to assume the
due and timely payment of the principal and interest on all Notes and all of the Issuer’s other obligations under the Trust Deed
of the Payment Agent Agreement and Notes; |
| · | immediately after the entry into force of such a transaction, no event of default of any Note occurred
and persists; |
| · | after any public announcement of any consolidation, merger, sale or transfer, but in any case, before
the completion of such a consolidation, merger, sale or transfer, the Issuer has delivered to the Trustee (a) a certificate signed by
two Executive Officers of the Issuer, stating that such a consolidation, merger, sale or transfer is in accordance with this condition
and that all the suspense conditions hereof in respect to such a transaction (except the suspense condition laid down in (ii) (above)
are met and (b) an opinion of an independent lawyer of known reputation on the relevant legal issues; and |
| |
308 – Reference Form – 2023 | |
| 12. Share capital and securities |
| |
| · | the Successor Company should agree expressly to (a) indemnify each holder of a Note or Coupon for any
tax, taxation or governmental charge that is subsequently applied to such copyright owner solely as a result of such consolidation, merger,
sale or transfer in relation to the payment of the principal of the Notes or (if the Notes are paid) interest on the Notes, and (b) pay
any additional amounts as are necessary to ensure that the net amounts received by the holders of Notes (and Coupons, if there are any),
after any retention or deduction of any such tax, taxation or other governmental charge, are equal to the respective amounts of principal
and (if the Notes are paid) in interest that would have been received in relation to the Notes (and Coupons, if any) if there had not
been such a consolidation, merger, sale or transfer. |
No Successor
Company shall obtain the right to redeem the Notes unless the Issuer had the right to redeem the Notes under similar circumstances.
When a
consolidation, merger, sale or transfer in accordance with this condition occurs, the Successor Company should succeed the Issuer and
replace it. They may exercise every right and power of the Issuer under the Notes, with the same effect as it would have if the Successor
Company had been designated as Issuer of Notes herein.
| · | to the hiring of new debt |
The Issuer
agrees that if any Note or Coupon remains outstanding (as defined in the Trust Deed), it does not create or allow any remaining warranty
and will not allow any Relevant Subsidiary to create or allow any remaining warranty on all or any part of its assets, current or future,
to ensure (i) any of its Public External Debt; (ii) any warranties concerning Public External Debt; or (iii) Public External Debt or any
warranties relating to Public External Debt of any other person without, in any case, at the same time or before that. It must be ensured
that the Notes are equal and proportional to the satisfaction of the Trustee or grant another collateral for the Notes as it must be approved
by Special Resolution of the Holders of most of the principal of the outstanding Notes. Nothing here will prevent or prohibit the Issuer
from expressly granting any sureties without a warranty or without guarantees of any kind. This includes contractual guarantees at the
request of, or on behalf of, their clients in favor of third parties as part of the normal course of the Issuer’s business.
| · | to the issue of new securities |
None.
| · | to the corporate transactions made involving the issuer, its controlling companies or subsidiaries |
The
information related to this sub-item is described in item 12.7.i.v (disposal of certain assets) of this Reference Form.
vi)
Conditions for the modification of the rights that are secured by such securities
Meetings
between the holders of securities, modification, waiver and substitution
The Trust
Deed contains provisions (which shall be effective as if they were incorporated here) that establish the convocation of meetings between
the Holders of Notes of any series to discuss any matter affecting their interests, including (without constituting limitation) the modification
of the terms and conditions of the Notes or the Trust Deed. A Special Resolution, passed at any meeting of holders of Notes of any series,
will oblige all holders of the notes of such a Series, whether they are present in the Shareholders’ Meeting or not, and all holders
of Coupons that relate to Notes in such Series.
The Trustee
may agree, without the consent of the Holders of Notes or Coupons (if any) of any Series, with any modification (subject to certain exceptions)
to, or waiver of, or authorization of any breach, or violation of any terms or conditions of the proposed banknotes, or of any of the
provisions of the Trust Deed which, according to the opinion of the Trustee, are not substantially detrimental to the interests of the
Holders of such Notes or Coupons, or any modification of a formal nature, minor or technical, or that is made to correct a manifest error.
The Trustee may also determine that any event that would constitute, or that otherwise would constitute, a default event shall not constitute
such a default event, since, in the opinion of the Trustee, such
| |
309 – Reference Form – 2023 | |
| 12. Share capital and securities |
| |
an event will not significantly
harm the interests of the holders of the Notes or Coupons, if any, of the relevant Series. Any such modification, waiver, release or determination
will require the Holders of Notes and Coupons (if any) of the relevant Series (unless otherwise agreed by the Trustee) and any such modification
must be reported to the Holders as soon as possible.
vii)
Other relevant features
All relevant
features are described above.
II. GLOBAL
MEDIUM-TERM NOTE – 580 Series – US$500,000,000 – due on March 18, 2027
a.
identification of the security: GLOBAL MEDIUM-TERM NOTE – 580 Series – England Law
b) Quantity |
c) Total nominal value |
d) Date of issue |
e) Outstanding debit balance on the closing date of the last fiscal year |
f) Restriction to movement |
g) Convertibility
i. conditions
ii. effects
on the capital share |
01 Global Note in the principal value of US$500 million that can be split into fractions in minimum denominations of US$200,000.00 and multiples of US$1,000.00 onwards |
US$500,000,000.00 |
January 18, 2022
March 18, 2027
(maturity) |
US$500,000,000.00 |
The securities may only be purchased by qualified institutional investors |
Not convertible |
| h. | possibility
of redemption |
i)
Chance of redemption
Early
redemption for taxation reasons
If,
in relation to any Series of Notes, as a result of any change or amendment in laws (or in regulations or decrees promulgated under such
laws) of Brazil, or when the Issuer is the Bradesco Grand Cayman Branch, of the laws of the Cayman Islands, or any political subdivision
or taxing authority in or of Brazil or, as the case may be, on or of the Cayman Islands, that affect taxation, or any change in the official
position concerning the application or interpretation of such laws, regulations or decrees (including a decision by competent judgment),
alteration or amendment which enters into force on the date of issuance of such Notes, or after such a date, or on any other date that
is specified in the Final Terms of the Notes, the Issuer has been or becomes obligated to pay additional amounts beyond the additional
amounts which the Issuer would be obligated to pay if the interest payments pursuant to the Notes were subject to withholding or deduction
at a rate of 15% as a result of taxes, tariffs and taxes and other governmental charges (“Minimum Level of Retention”). The
Issuer may (subject to the prior approval of the Central Bank of Brazil, if applicable), at its option, and having sent notice no less
than 45 days in advance and not more than 75 days (that ends, in the case of paid floating rate Notes, in a day that interest should be
paid) to Holders of Notes (warning this will be irrevocable), redeem all (but not only) of the open Notes which compose the relevant Series,
the early redemption amount (Tribute), together with interest accrued (if any) on the Notes, except, however, that no such notice of redemption
may be given before 90 days (or, in the case of paid floating rate Notes, a number of days that is equal to the total number of days that
occur within the period of interest then in force applicable more banknotes 75 days) before the first date on which the Issuer would be
obligated to pay such additional amounts if a payment in relation to the Notes were won. On such an occasion, the Issuer will not hold
the right to redeem the Notes case and becomes obligated to pay any additional amounts that are less than the additional amounts payable
to the Minimum Level of Retention. Notwithstanding the foregoing, the Issuer will not have the right to redeem the Notes, unless he has
taken reasonable steps to avoid the obligation to pay the additional amounts. If he chooses to redeem the notes, the Issuer shall deliver
to the Trustee a certificate signed by an authorized officer stating that the Issuer is authorized to redeem the notes in accordance with
their terms, and the opinion of an independent lawyer of known reputation, stating that the Issuer was required or will become obliged
to pay an additional amount in addition to the additional amounts that must be paid to the Minimum Level of Retention.
| |
310 – Reference Form – 2023 | |
| 12. Share capital and securities |
| |
ii)
Formula for calculating the redemption value:
The
payment of the principal of the Notes, together with accrued and unpaid interest, will come into effect on the date of payment to the
respective Holders of Notes.
i)
Maturity, including the conditions of prepayment
Maturity:
March 18, 2027.
Prepayment
events (Default):
| · | the Issuer fails to pay any amount of principal, in respect of the Notes, within three Working Days of
the due date of the payment of such an amount, or fails to pay any amount of interest pertaining to the Notes within ten Working Days
of the due date of the payment of such interest; or |
| · | (a) any Debt of the Issuer or any Subsidiary is not paid as it accrues or (as the case may be) within
the grace period originally applicable and the non-payment has continued for at least two working days; (b) any such Debt becomes (or
may be declared) won and chargeable before its specified due date, in any other way except at the discretion of the Issuer or (as the
case may be) of the relevant Subsidiary or (since no event of the default described has occurred) of any person entitled to such Debt;
or (c) the Issuer or any Subsidiary fails to pay, when due any amount that is payable by him under the terms of any Guarantee of any Debt;
since the amount of the Debt referred to in subparagraph (a) and/or subparagraph (b) above and/or the amount payable pursuant to any warranty
mentioned in subparagraph (c) above, individually or in the aggregate, exceeds US$100,000,000 (or its equivalent in any other currency
or currencies); or |
| · | the Issuer fails to duly perform or observe any other obligation or agreement that is relevant in relation
to the Notes of the relevant Series, or any of such covenants or agreements contained in the Trust Deed, the Payment Agent Agreement or
in the Notes, and such noncompliance persists for a period of 30 days after they have occurred; or |
| · | the Issuer (a) is dissolved, (b) suspends the payment of its debts or does not honor or is unable to honor
their debts when due, (c) enters, to the extent permitted by applicable law, with a request for self-bankruptcy, proceedings or any other
action to get any debt relief under any law affecting creditors’ rights and that is similar to a bankruptcy law or (d) consents
by way of reply or otherwise, a petition for bankruptcy started against him or any other spontaneous action or process and such process
is not rejected before or within 60 days of its entry; or |
| · | Banco Bradesco S.A., together with its consolidated subsidiaries, fail to perform all or a substantial
part of its business, or are on the verge of doing so, except in the case of such subsidiaries, for the purposes of, and followed by a
reconstruction, merger, reorganization, merger or consolidation; or |
| · | the Issuer or any Relevant Subsidiary is (or is, or might be considered by law or by a court) insolvent
or bankrupt or unable to pay their debts or stop, suspend or are on the verge of stopping or suspending the payment of all or a significant
part (or of a certain type) of their debts; or |
| · | any event that occurs in accordance with the laws of Brazil, or, where the Issuer is the Bradesco Grand
Cayman Branch, the laws of the Cayman Islands, has an effect analogous to that of the events referred to in paragraph (v) above, occur
or cause Banco Bradesco S.A. not to maintain its relevant licenses to operate the Bradesco Grand Cayman Branch. |
ii)
Interest
4.375%
p.a.
iii)
Warranty and, if real, description of the asset object
No warranty.
| |
311 – Reference Form – 2023 | |
| 12. Share capital and securities |
| |
iv)
In the absence of any warranty, if the credit is unsecured or subordinate
Unsecured
credit.
v)
Any restrictions imposed on the issuer in relation
| · | to the distribution of dividends |
None.
| · | to the sale of certain assets |
The
Issuer shall not, without the written consent of the Holders of two-thirds of the outstanding Notes, perform a consolidation or merger
with any other company or dispose of or transfer, in a transaction or series of transactions, all or substantially all of its assets to
any other person unless:
| · | the company formed by such a consolidation, or with which the Issuer made a merger, or a person who acquires
through sale or transfer all or substantially all of the assets of the Issuer (“Successor Company”) is obliged to assume the
due and timely payment of the principal and interest on all Notes and all of the Issuer’s other obligations under the Trust Deed
of the Payment Agent Agreement and Notes; |
| · | immediately after the entry into force of such a transaction, no event of default of any Note occurred
and persists; |
| · | after any public announcement of any consolidation, merger, sale or transfer, but in any case, before
the completion of such a consolidation, merger, sale or transfer, the Issuer has delivered to the Trustee (a) a certificate signed by
two Executive Officers of the Issuer, stating that such a consolidation, merger, sale or transfer is in accordance with this condition
and that all the suspense conditions hereof in respect to such a transaction (except the suspense condition laid down in (ii) (above)
are met and (b) an opinion of an independent lawyer of known reputation on the relevant legal issues; and |
| · | the Successor Company should agree expressly to (a) indemnify each Holder of a Note or Coupon for any
tax, taxation or governmental charge that is subsequently applied to such copyright owner solely as a result of such consolidation, merger,
sale or transfer in relation to the payment of the principal of the Notes or (if the Notes are paid) interest on the Notes, and (b) pay
any additional amounts as are necessary to ensure that the net amounts received by the Holders of Notes (and Coupons, if there are any),
after any retention or deduction of any such tax, taxation or other governmental charges, are equal to the respective amounts of principal
and (if the Notes are paid) in interest that would have been received in relation to the Notes (and Coupons, if any) if there had not
been such a consolidation, merger, sale or transfer. |
No Successor
Company shall obtain the right to redeem the Notes unless the Issuer had the right to redeem the Notes under similar circumstances.
When
a consolidation, merger, sale or transfer in accordance with this condition occurs, the Successor Company should succeed the Issuer and
replace it. They may exercise every right and power of the Issuer under the Notes, with the same effect as it would have if the Successor
Company had been designated as Issuer of Notes herein.
| · | to the hiring of new debt |
The
Issuer agrees that if any Note or Coupon remains outstanding (as defined in the Trust Deed), it does not create or allow any remaining
warranty and will not allow any Relevant Subsidiary to create or allow any remaining warranty on all or any part of its assets, current
or future, to ensure (i) any of its Public External Debt; (ii) any warranties concerning Public External Debt; or (iii) Public External
Debt or any warranties relating to Public External Debt of any other person without, in any case, at the same time or before that. It
must be ensured that the Notes are equal and proportional to the satisfaction of the Trustee or grant collateral for the Notes as it must
be approved by Special Resolution of the Holders of most of the principal of the outstanding
| |
312 – Reference Form – 2023 | |
| 12. Share capital and securities |
| |
Notes. Nothing here will
prevent or prohibit the Issuer from expressly granting any sureties without a warranty or without guarantees of any kind. This includes
contractual guarantees at the request of, or on behalf of, their clients in favor of third parties as part of the normal course of the
Issuer’s business.
| · | to the issue of new securities |
None.
| · | to the corporate transactions made involving the issuer, its controlling companies or subsidiaries |
The information
related to this sub-item is described in item 12.7.i.v (disposal of certain assets) of this Reference Form.
vi)
Conditions for the modification of the rights that are secured by such securities
Meetings
between the Holders of securities, modification, waiver and substitution
The
Trust Deed contains provisions (which shall be effective as if they were incorporated here) that establish the convocation of meetings
between the Holders of Notes of any Series to discuss any matter affecting their interests, including (without constituting limitation)
the modification of the terms and conditions of the Notes or the Trust Deed. A Special Resolution, passed at any meeting of Holders of
Notes of any Series, will oblige all Holders of Notes of such a Series, whether they are present in the Shareholders’ Meeting or
not, and all Holders of Coupons that relate to Notes in such Series.
The
Trustee may agree, without the consent of the Holders of Notes or Coupons (if any) of any Series, with any modification (subject to certain
exceptions) to, or waiver of, or authorization of any breach, or violation of any terms or conditions of the proposed banknotes, or of
any of the provisions of the Trust Deed which, according to the opinion of the Trustee, are not substantially detrimental to the interests
of the Holders of such Notes or Coupons, or any modification of a formal nature, minor or technical, or that is made to correct a manifest
error. The Trustee may also determine that any event that would constitute, or that otherwise would constitute, a default event shall
not constitute such a default event, since, in the opinion of the Trustee, such an event will not significantly harm the interests of
the Holders of Notes or Coupons, if any, of the relevant Series. Any such modification, waiver, release or determination will require
the Holders of Notes and Coupons (if any) of the relevant Series (unless otherwise agreed by the Trustee) and any such modification must
be reported to the Holders as soon as possible.
vii)
Other relevant features
Bradesco
pioneered in raising US$500 million through a Sustainable Bond on the international market to expand project and asset financing co-related
to the following activities/sectors:
a)
Renewable energy,
b)
Energy efficiency,
c)
Clean transport,
d)
Green building,
e)
Sustainable cultures,
f)
Management of water resources,
g)
Pollution control,
h)
Digital inclusion; and
i)
Financial inclusion through loans for micro, small and medium-sized enterprises.
Projects
may be eligible to receive resources from this security provided they meet the criteria set forth in our Sustainable Finance Framework.
Any
activity, product, project, corporate (including micro, small and medium-sized enterprises) or loans associated with fossil fuels and
their operations, child labor and poor working conditions, negative impact
| |
313 – Reference Form – 2023 | |
| 12. Share capital and securities |
| |
activities such as tobacco,
firearms, palm oil, arms production or trade, ammunition, radioactive materials, the use of asbestos fibers, tobacco, wastewater from
fossil fuel operations and plastic chemical recycling will not be eligible.
The
issue followed the criteria set out in the main international references and underwent an independent validation of the operations specialist,
Sustainalytics.
The
positive impacts generated by this security, in terms of avoided carbon emissions, social and environmental benefits will be monitored
and reported annually.
Conversion
of the total nominal value of securities issued abroad:
Security value |
Value in US$ |
Amount in Reais |
Date of Quotation |
Dollar (Sale) |
I |
Global Medium - Term Note – Série 549 |
800,000,000.00 |
3,375,680,000.00 |
1/27/2020 |
4.2196 |
II |
Global Medium - Term Note – Série 580 |
500,000,000.00 |
2,760,650,000.00 |
1/18/2022 |
5.5213 |
Conversion
of the outstanding debit balance on the date of the last fiscal year of securities issued abroad:
Security value |
Value in US$ |
Amount in Reais |
Date of Quotation |
Dollar (Sale) |
I |
Global Medium - Term Note – Série 549 |
800,000,000.00 |
3,873,040,000.00 |
12/31/2023 |
4.8413 |
II |
Global Medium - Term Note – Série 580 |
500,000,000.00 |
2,420,650,000.00 |
| |
314 – Reference Form – 2023 | |
| 13. Identification of the individuals responsible for the Form |
| |
13. Identification of the individuals responsible for the Form
13.1
Identification
Name
of the person in charge of the form’s contents: Marcelo de Araújo Noronha
Position:
Chief Executive Officer
Name
of the person in charge of the form’s contents: André Costa Carvalho
Position:
Investor Relations Officer
The
aforementioned Officers hereby state:
| a) | to have revised the reference form of Banco Bradesco S.A. – “Bradesco”, “Company”,
“Organization”, or “Corporation”; |
| b) | that all information contained in the form meets the provisions of CVM (Securities and Exchange Commission)
Resolution No. 80, particularly those set out in articles 15 to 20; and |
| c) | that the set of information contained therein is a true, accurate, and complete description of the issuer’s
economic financial outcomes and of the risks inherent to its activities and securities issued. |
| |
315 – Reference Form – 2023 | |
| 13. Identification of the individuals responsible for the Form |
| |
13.1 – CEO’s Statement
S T A
T E M E N T
Cidade de
Deus, Osasco/SP, May 31, 2024.
I,
Marcelo de Araújo Noronha – CEO of Banco Bradesco S.A., declare that:
|
1. |
I have reviewed Banco Bradesco S.A.’s annual reference form for 2023; |
| 2. | All of the information in the form complies with the CVM Resolution No.
80 in particular with articles 15 to 20; and |
| 3. | The information herein provides a true, accurate and complete picture of
the issuer’s financial situation and the risks inherent in its activities and its issue of securities. |
Marcelo de Araújo Noronha
CEO
| |
316 – Reference Form – 2023 | |
| 13. Identification of the individuals responsible for the Form |
| |
13.1 – Investor Relations Officer’s Statement
S T A
T E M E N T
Cidade de
Deus, Osasco/SP, May 31, 2024.
I, André
Costa Carvalho – Director of the Market Relations Officer and Investor Relations Officer of Banco Bradesco S.A., declare
that:
|
1. |
I have reviewed Banco Bradesco S.A.’s annual reference form for 2023; |
|
2. |
All of the information in the form complies with the CVM Resolution No. 80 in particular with articles
15 to 20; and |
| 3. | The information herein provides a true, accurate and complete picture of
the issuer’s financial situation and the risks inherent to its activities and its issue of securities. |
André Costa Carvalho
Officer
and Investor Relations Officer
| |
317 – Reference Form – 2023 | |
| 13. Identification of the individuals responsible for the Form |
| |
13.2 – Individual declaration of the new occupant of the position of President or Investor Relations Officer, duly signed, attesting
that:
Not
applicable.
| |
318 – Reference Form – 2023 | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: May 29, 2024
BANCO BRADESCO S.A. |
|
By: |
|
/S/ André Costa Carvalho
|
|
|
André Costa Carvalho Investor Relations Officer |
FORWARD-LOOKING STATEMENTS
This press release may contain forward-looking statements. These statements are statements that are not historical facts, and are based on management's current view and estimates of future economic circumstances, industry conditions, company performance and financial results. The words "anticipates", "believes", "estimates", "expects", "plans" and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will actually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.
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