Related Party Transactions
Rule 12g3 2(b) Exemption # 82-35186
Free English Translation
Notice on Transaction with Related Party (CVM Resolution 80/2022
Following next, the detailing required by Appendix F (art. 2) to CVM Resolution 80, as of 03/29/2022.
I - transaction description, including:
a) the parties and their relation with BB; and | BB Corretora de Seguros e Administradora de | |||
Bens S.A. ("BB Corretora"), Controlled Company | ||||
by Banco do Brasil S.A. ("BB") and Brasilprev | ||||
Seguros e Previdência S.A. ("Brasilprev"), Affiliated | ||||
Company. | ||||
b) the object and main terms and conditions. | Subscription of Specific Operational Agreement for | |||
Distribution of Brasilprev pension plans - PGBL | ||||
and VGBL ("Specific Agreement II"); Amendment to | ||||
the Specific Operational Agreement for distribution | ||||
of VGBL Conjugated ("Conjugated Agreement"); | ||||
Second Amendment to the Specific Operational | ||||
Agreement for distribution of Brasilprev | ||||
Commercial | pension | plan | ("Commercial | |
Agreement"); Second Amendment to the Specific | ||||
Operational Agreement for distribution of Brasilprev | ||||
Commercial SME pension plan ("SME | ||||
Agreement"); Second Amendment to the Specific | ||||
Operational Agreement for distribution of Brasilprev | ||||
Individual pension plan ("Individual Agreement"); | ||||
and Second Amendment to the Specific | ||||
Operational Agreement for distribution of Brasilprev | ||||
Junior pension plan ("Junior Agreement"). | ||||
The documents has as object the changing in the | ||||
commission rules between the parties with the | ||||
purpose of simplify the operationalization and the | ||||
governance of the agreement, maintaining the | ||||
economic-financial balance between BB Corretora, | ||||
Banco do Brasil and Brasilprev. | ||||
The instruments are part of a major agreement | ||||
named Operational Agreement for Products | ||||
Distribution and Services Provision ("Operational | ||||
Agreement"), which stablishes the rights and duties | ||||
of the parties related to the distribution of pension | ||||
plans to BB's clients, with the intermediation of BB | ||||
Corretora. | ||||
The documents provide the remuneration to be | ||||
paid by Brasilprev to BB Corretora and BB for the | ||||
products commercialization as a percentage of the | ||||
value of the contributions made by the clients. | ||||
The Agreement was signed on March 01, 2024. |
II - if, when and how the transaction counterpart, their partners or managers took part in the process:
- of BB's decision on the transaction, describing The counterparties did not participate of BB's
this participation; and | decision, nor did they act as its representative |
during the negotiation of the transaction.. |
- of the transaction negotiation as BB's The counterparties did not participate of BB's
representants, describing this participation; | decision, nor did they act as its representative |
during the negotiation of the transaction. |
- - detailed explanation of the reasons why BB's management considers that the transaction has observed commutative conditions or provides for an appropriate compensatory payment, informing, for example:
a) | whether | BB | has | requested | proposals, | The Company would not be able to conduct the |
undertaken | any | price-taking procedure, or | transaction with third parties other than Brasilprev | |||
otherwise attempted to carry out the transaction | and BB Corretora, considering the existence of a | |||||
with third parties, explaining, if not, the reasons | ||||||
Shareholders' Agreement and the Operational | ||||||
why | it did not do | so or, | if so, the | procedures | ||
Related Party Transactions | |
Rule 12g3 2(b) Exemption # 82-35186 | |
Free English Translation | |
performed and their results | Agreement that provide exclusivity between the |
parties to develop and to distribute pension plan | |
products, duly respected the arm's length format of | |
the transaction. | |
b) the reasons that led BB to carry out the | The Company would not be able to conduct the |
transaction with the related party and not with third | transaction with third parties other than Brasilprev |
parties; and | and BB Corretora, considering the existence of a |
Shareholders' Agreement and the Operational | |
Agreement that provide exclusivity between the | |
parties to develop and to distribute pension plan | |
products, duly respected the arm's length format of | |
the transaction. | |
c) a detailed description of the measures taken and | All the conditions were analyzed and validated by |
procedures adopted to ensure the operation | BB Seguridade, BB Corretora, Brasilprev and BB's |
commutativity. | technical divisions, and then approved by BB |
Seguridade's Executive Committee and Related | |
Parties Transactions Commitee as provided in the | |
Company's Related Parties Transactions Policy.. |
If the transaction is a loan granted by BB to the related party, the information provided must necessarily include:
I - an explanation of the reasons why BB chose to | Not applicable. |
grant it, indicating any guarantees required; | |
II- analysis of the borrower's credit risk, including an | Not applicable. |
independent risk classification, if any; | |
III - description of the way in which the interest rate | Not applicable. |
was fixed, considering free risk market rate and the | |
borrower's credit risk; | |
IV - comparison between the loan's interest rate and | Not applicable. |
other similar applications on the market, explaining | |
the reasons for possible discrepancies; | |
V - comparison between the loan's interest rate and | Not applicable. |
the rates of other loans received by the borrower, | |
explaining the reasons for possible discrepancies; | |
VI - description of the impact of the transaction on | Not applicable. |
the financial liquidity condition and the BB's | |
indebtedness level. |
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Banco do Brasil SA published this content on 12 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 12 March 2024 21:00:23 UTC.