Rule 12g3-2 (b)
Exemption # 82-35186
Reference Form
2023
Position
December 31, 2022
Banco do Brasil S.A. - Reference Form/2023
Updates | ||
Version/Date | Sections | |
1 - 05/30/2023 | Reference Form published | |
2 - 06/15/2023 | 6.5, 7.1, 7.3/4, 7.6 and 7.8 | |
3 - 06/20/2023 | 7.3/4 and 7.8 | |
4 - 07/10/2023 | 7.1, 7.3/4 and 7.6 | |
5 - 07/21/2023 | 7.1, 7.3/4, 7.6 and 7.8 | |
6 - 08/15/2023 | 3.2, 7.1, 7.3/4, 7.6 and 7.8 | |
7 - 09/01/2023 | 7.3/4 and 7.8 | |
8 - 09/13/2023 | 7.1, 7.3/4 and 7.8 | |
9 - 09/27/2023 | 7.3/4 and 7.8 | |
10 - 10/31/2023 | 7.3/4 and 7.8 | |
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Banco do Brasil S.A. - Reference Form/2023
SUMMARY | ||
1.2 | Description of the main business of the issuer and its subsidiaries | 10 |
1.3 | Information relating to operating segments | 11 |
1.4 | Production/Sales/Markets | 15 |
1.5 | Customers responsible for more than 10% of total net revenue | 26 |
1.6 | Relevant effects of state regulation | 27 |
1.7 | Relevant Revenues in the Issuer's Headquarters and Overseas | 61 |
1.8 | Relevant Effects of Foreign Regulation | 62 |
1.9 | Environmental, Social and Corporate Governance (ESG) | 63 |
1.10 Stated-owned, publicly traded joint-stock company information | 67 | |
1.11 Acquisition or disposal of significant asset | 73 | |
1.12 Corporate operations/Capital increase or reduction | 74 | |
1.13 Shareholders agreements | 75 | |
1.14 Significant changes to conducting business | 76 | |
1.15 Relevant agreements executed by the issuer and its controlled companies | 77 | |
1.16 Other relevant information | 78 | |
2. | EXECUTIVE OFFICERS' COMMENTS | 83 |
2.1 | Select Financial Information | 84 |
2.2 | Operating and financial results | 96 |
2.3 | Changes in accounting practices/Changes of Opinion and Emphasis | 105 |
2.4 | Material effects in the financial statements | 106 |
2.5 | Non-accounting measures | 108 |
2.6 | Subsequent events to the financial statements | 110 |
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Banco do Brasil S.A. - Reference Form/2023 | ||
2.7 | - Allocation of Results | 111 |
2.8 | Relevant items not reported in the financial statements | 113 |
2.9 | Comments on non-evidence items | 114 |
2.10 Business plan | 117 | |
2.11 Other factors that significantly influenced the operating performance | 122 | |
3. | PROJECTIONS | 123 |
3.1 | Disclosed projections and assumptions | 123 |
3.2. | Follow-up of Projections | 125 |
4. | RISK FACTORS | 127 |
4.1 | Risk factors that may influence the investment decision | 127 |
4.2 | Description of the five main risk factors | 157 |
4.3 | Description of the main market risks | 158 |
4.4 | Non-confidential and relevant processes | 162 |
4.5 | Total accrued amount for relevant non-confidential lawsuits | 173 |
4.6 | Relevant confidential proceedings | 174 |
4.7 | Other relevant contingencies | 175 |
5. RISK MANAGEMENT AND INTERNAL CONTROLS POLICY | 176 | |
5.2 | Description of internal controls | 197 |
5.3 | Integrity Program | 200 |
5.4 | Significant Changes | 206 |
5.5 | Other Relevant Information | 208 |
6. | CONTROL AND ECONOMIC GROUP | 209 |
6.1 | / 6.2 Shareholding Position | 209 |
6.3 | Distribution of capital | 210 |
6.4 | Participation in companies | 211 |
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Banco do Brasil S.A. - Reference Form/2023 | ||
6.5 | Organizational chart of the controlling shareholders | 212 |
6.6 | Other relevant information | 215 |
7. | SHAREHOLDERS' MEETING AND MANAGEMENT | 216 |
7.1 | Main characteristics of the Company's management bodies and supervisory board | 217 |
7.2 | Information related to the board of directors | 231 |
7.3/7.4 Composition and professional experiences of management and supervisory board | 241 | |
7.5 | Family relationships | 304 |
7.6 | Relations of subordination, service providing or control | 305 |
7.7 | Executive officers and directors agreements/insurance | 309 |
7.8 | Other relevant information | 311 |
8. | OFFICERS' REMUNARATION | 320 |
8.1 | Compensation or practice compensation | 320 |
8.2 | Total compensation per body | 328 |
8.3 | Variable compensation per body | 334 |
8.4 | Share-Based Compensation | 336 |
8.5 | Share-based compensation (stock option plan) | 338 |
8.6 | Grant of Stock Option Plan | 339 |
8.7 | Outstanding Amounts | 340 |
8.8 | Share Options exercised and shares delivered | 341 |
8.9 | Share-based compensation to be delivered to the beneficiaries | 342 |
8.10 Grant of shares | 343 | |
8.11 Shares delivered | 344 | |
8.12 Pricing of shares/options | 345 | |
8.13 Participations held by the body | 346 | |
8.14 Private pension plans | 347 | |
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Banco do Brasil S.A. - Reference Form/2023 | ||
8.15 | Minimum, average and maximum compensation | 350 |
8.16 | Indemnification/Compensation mechanisms | 351 |
8.17 | Percentage of related parties in the compensation | 352 |
8.18 | Compensation - Other positions | 353 |
8.19 | Compensation recognized by the controlling/controlled company | 354 |
8.20 | Other relevant information | 356 |
9. | AUDITORS | 361 |
9.1/ 9.2 Auditors Identification and remuneration | 361 | |
9.3 Independence and conflict of interests of auditors | 362 | |
9.4. Other relevant information | 363 | |
10. | HUMAN RESOURCES | 364 |
10.1 Description of human resources | 364 | |
10.2 | Material changes | 367 |
10.3 | Policies and practices for compensation of employees | 368 |
10.4 | Issuer and union relations | 374 |
10.5 | Other relevant information | 375 |
11. | RELATED-PARTYTRANSACTIONS | 376 |
11.1 Description of the rules, policies and practices of the issuer in relation to the performance of | ||
Related-Party Transactions | 377 | |
11.2 | Information about transactions with related parties | 379 |
11.2 | Information on transactions with related parties - Items "N" and "O" | 391 |
11.3 Other relevant information | 397 | |
12. | CAPITAL | 398 |
12.1 | Information on Capital | 398 |
12.2 | Foreign issuers - Rights and rules | 399 |
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Banco do Brasil S.A. - Reference Form/2023 | ||
12.3 | Other securities issued in Brazil | 400 |
12.4 | Number of securities holders | 401 |
12.5 | Markets of Negotiation in Brazil | 402 |
12.6 | Negociação em mercados estrangeiros | 403 |
12.8 | Proceeds of use of public offerings | 418 |
12.9 | Other relevant information | 419 |
13. | IDENTIFICATION OF THE PEOPLE RESPONSIBLE FOR THE FORM | 421 |
13.1 | Declaration by the Chief Executive Officer | 422 |
13.2 | Declaration by the Investor Relations Officer | 423 |
13.3 | Declaration by the CEO / IRO | 424 |
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Banco do Brasil S.A. - Reference Form/2023
1. ISSUER'S ACTIVITIES
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Banco do Brasil S.A. - Reference Form/2023
1.1 Background of the Issuer
Established as a private law legal entity, a mixed-economy,publicly-tradedjoint-stock company, Banco do Brasil has the Federal Government as its controlling shareholder, holding 50.000% of its capital, while 49.581% of shares are freely traded and held by Brazilian and foreign individuals and legal entities, and 0.413% are treasury shares. Banco do Brasil was the first bank to operate in the country and the first company to carry out an initial public offering of shares in the Brazilian capital market.
Founded more than 214 years ago, Banco do Brasil has been an active contributor to the development of Brazil. Our values are laid out in the organization's principles: Proximity, Efficiency, Innovation, Commitment to Society, and Integrity.
In addition, Banco do Brasil has a long history of progress in our ESG (Environmental, Social and Governance) agenda. Corporate Sustainability is a cross-cutting aspect of our business and process management. We believe in reconciling the interests of shareholders with socially and environmentally sustainable businesses that generate positive externalities. We also understand that we have a role in promoting the best sustainable practices by supporting our customers and society in transitioning to greener and more inclusive business models.
Banco do Brasil is a financial conglomerate. In the banking segment, we serve individuals and companies throughout the country and stand out in Agribusiness, contributing to the development of this sector. In the investment segment, we structure and distribute variable income, fixed income and mergers and acquisitions operations through UBS BB, our joint venture with UBS. In the asset management segment, through BB Asset, we are a national leader in administrating and managing investment funds with products directed at various segments. Finally, we highlight our relevant participation in the Insurance, Pension Plan and Capitalization sector through BB Seguridade, where we offer and negotiate a vast portfolio of products, and the payment medium sector, where we are leaders in offering cards, Pix, among other products.
Since 2006, Banco do Brasil has been the only bank listed on the Novo Mercado of B3 - Brasil, Bolsa, Balcão ("B3"), a segment that lists companies that are leaders in corporate governance practices. It demonstrates our commitment to transparency, accountability, equity and corporate responsibility, supported by monitoring tools to align organizational behavior with the interests of shareholders and society in general.
Main corporate movements since 2019
In January 2019, the partial spin-off of BB-Banco de Investimento S.A. ("BB-BI") was approved, referring to the equity interest in Cielo S.A. ("Cielo") and the transfer of the spun-off part to BB Elo Cartão Participações S.A. ("BB Elo"). This corporate reorganization helped centralize our interests in companies in the payment media segment under a single holding company, BB Elo, which aligns with our strategy of simplifying the corporate organization of the Banco do Brasil Conglomerate.
In April 2019, the Board of Directors of Banco do Brasil authorized the sale, within the scope of an initial public offering, of the shares issued by Neoenergia S.A. ("Neoenergia"), held by our subsidiary BB-BI. The total sale of BB-BI's 9.35% interest in Neoenergia, carried out through the Offering, amounted to approximately R$1.8 billion.
In July 2019, BB Seguridade sold, through a public offering with restricted placement and distribution, 15.23% of its share interest in IRB-Brasil Resseguros S.A., in operation amounting to approximately R$ 4.2 billion.
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Banco do Brasil S.A. - Reference Form/2023
In October 2019, Banco do Brasil carried out a public offering for the secondary distribution of our common shares, then held in treasury. The proceeds from the sale of shares reinforced the Bank's liquidity and principal capital. The Offering amounted to R$ 2.8 billion.
At the end of 2019, BB-BI, a wholly-owned subsidiary of Banco do Brasil, and UBS AG ("UBS") entered into an association agreement ("Association") to establish a strategic partnership to improve our performance in the investment banking and securities brokerage businesses in Brazil, Argentina, Chile, Paraguay, Peru and Uruguay. This association was formalized in September 2020, culminating in the start of operations as a complete investment banking platform, combining the Bank's network of relationships in Brazil and our strong distribution capacity for individuals with UBS' expertise and global distribution capacity.
In February 2021, BB-Banco de Investimento S.A. ("BB-BI "), a wholly-owned subsidiary of Banco do Brasil, reduced its interest in Kepler Weber S.A. by partially selling its shares.
On October 8, 2021, the Board of Directors approved the sale of the entire indirect equity interest held in Banco Digio S.A. by BB Elo Cartão Participações S.A., a wholly-owned subsidiary of Banco do Brasil. The contract formalizing the purchase and sale of the 49.99% interest, for R$ 625 million, was signed on that date with Bradescard Elo Participações S.A., a company owned by Banco Bradesco S.A. The transaction was approved by the Administrative Council for Economic Defense ("CADE") on November 24, 2021, and by the Central Bank of Brazil ("Bacen") on February 4, 2022.
On October 13, 2022, the Board of Directors of Banco do Brasil approved the signing of the corporate documents do jointly incorporate with Brasilseg Companhia de Seguros S.A. ("Brasilseg")
- an indirect affiliate through BB Seguridade Participações S.A. - of Broto S.A. ("Broto"), which operates the Broto Digital Platform ("Broto Platform").
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Banco do Brasil SA published this content on 31 October 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 31 October 2023 12:12:12 UTC.