Rule 12g3-2 (b)
Exemption # 82-35186
Reference Form
2023
Position
December 31, 2022
Banco do Brasil S.A. - Formulário de Referência/2023
SUMMARY | ||
1. | ISSUER'S ACTIVITIES | 6 |
1.1 | Background of the Issuer | 6 |
1.2 | Description of the main business of the issuer and its subsidiaries | 8 |
1.3 | Information relating to operating segments | 9 |
1.4 | Production/Sales/Markets | 13 |
1.5 | Customers responsible for more than 10% of total net revenue | 24 |
1.6 | Relevant effects of state regulation | 25 |
1.7 | Relevant Revenues in the Issuer's Headquarters and Overseas | 59 |
1.8 | Relevant Effects of Foreign Regulation | 60 |
1.9 | Environmental, Social and Corporate Governance (ESG) | 61 |
1.10 Stated-owned,publicly-tradedjoint-stock company information | 65 | |
1.11 Acquisition or disposal of significant asset | 71 | |
1.12 Corporate operations/Capital increase or reduction | 72 | |
1.13 Shareholders agreements | 73 | |
1.14 Significant changes to conducting business | 74 | |
1.15 Relevant agreements executed by the issuer and its controlled companies | 75 | |
1.16 Other relevant information | 76 | |
2. | EXECUTIVE OFFICERS' COMMENTS | 81 |
2.1 | Financial and Equity Conditions | 81 |
2.2 | Operating and financial results | 93 |
2.3 | Changes in accounting practices/Changes of Opinion and Emphasis | 102 |
2.4 | Material effects in the financial statements | 103 |
2.5 | Non-accounting measures | 105 |
2.6 | Subsequent events to the financial statements | 107 |
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Banco do Brasil S.A. - Formulário de Referência/2023 | ||
2.7 | - Allocation of Results | 108 |
2.8 | Relevant items not reported in the financial statements | 110 |
2.9 | Comments on non-evidence items | 111 |
2.10 Business plan | 114 | |
2.11 Other factors that significantly influenced the operating performance | 119 | |
3. | PROJECTIONS | 120 |
3.1 | Disclosed projections and assumptions | 120 |
3.2. | Follow-up of Projections | 122 |
4. | RISK FACTORS | 125 |
4.1 | Risk factors that may influence the investment decision | 125 |
4.2 | Description of the five main risk factors | 155 |
4.3 | Description of the main market risks | 156 |
4.4 | Non-confidential and relevant processes | 160 |
4.5 | Total accrued amount for relevant non-confidential lawsuits | 171 |
4.6 | Relevant confidential proceedings | 172 |
4.7 | Other relevant contingencies | 173 |
5. RISK MANAGEMENT AND INTERNAL CONTROLS POLICY | 174 | |
5.2 | Description of internal controls | 195 |
5.3 | Integrity Program | 198 |
5.4 | Significant Changes | 204 |
5.5 | Other Relevant Information | 206 |
6. | CONTROL AND ECONOMIC GROUP | 207 |
6.1 | / 6.2 Shareholding Position | 207 |
6.3 | Distribution of capital | 208 |
6.4 | Participation in companies | 209 |
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Banco do Brasil S.A. - Formulário de Referência/2023 | ||
6.5 | Organizational chart of the controlling shareholders | 210 |
6.6 | Other relevant information | 213 |
7. | SHAREHOLDERS' MEETING AND MANAGEMENT | 214 |
7.1 | Main characteristics of the Company's management bodies and supervisory board | 214 |
7.2 | Information related to the board of directors | 228 |
7.3/7.4 Composition and professional experiences of management and supervisory board | 238 | |
7.5 | Family relationships | 293 |
7.6 | Relations of subordination, service providing or control | 294 |
7.7 | Executive officers and directors agreements/insurance | 296 |
7.8 | Other relevant information | 298 |
8. | OFFICERS' REMUNARATION | 307 |
8.1 | Compensation or practice compensation | 307 |
8.2 | Total compensation per body | 315 |
8.3 | Variable compensation per body | 321 |
8.4 | Share-Based Compensation | 323 |
8.5 | Share-based compensation (stock option plan) | 325 |
8.6 | Grant of Stock Option Plan | 326 |
8.7 | Outstanding Amounts | 327 |
8.8 | Share Options exercised and shares delivered | 328 |
8.9 | Share-based compensation to be delivered to the beneficiaries | 329 |
8.10 Grant of shares | 330 | |
8.11 Shares delivered | 331 | |
8.12 Pricing of shares/options | 332 | |
8.13 Participations held by the body | 333 | |
8.14 Private pension plans | 334 | |
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Banco do Brasil S.A. - Formulário de Referência/2023 | ||
8.15 | Minimum, average and maximum compensation | 337 |
8.16 | Indemnification/Compensation mechanisms | 338 |
8.17 | Percentage of related parties in the compensation | 339 |
8.18 | Compensation - Other positions | 340 |
8.19 | Compensation recognized by the controlling/controlled company | 341 |
8.20 | Other relevant information | 343 |
9. | AUDITORS | 348 |
9.1/ 9.2 Auditors Identification and remuneration | 348 | |
9.3 Independence and conflict of interests of auditors | 349 | |
9.4. Other relevant information | 350 | |
10. | HUMAN RESOURCES | 351 |
10.1 Description of human resources | 351 | |
10.2 | Material changes | 354 |
10.3 | Policies and practices for compensation of employees | 355 |
10.4 | Issuer and union relations | 361 |
10.5 | Other relevant information | 362 |
11. | RELATED-PARTYTRANSACTIONS | 363 |
11.1 Description of the rules, policies and practices of the issuer in relation to the performance of | ||
Related-Party Transactions | 363 | |
11.2 | Information about transactions with related parties | 365 |
11.2 | Information on transactions with related parties - Items "N" and "O" | 377 |
11.3 Other relevant information | 383 | |
12. | CAPITAL | 384 |
12.1 | Information on Capital | 384 |
12.2 | Foreign issuers - Rights and rules | 385 |
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Banco do Brasil SA published this content on 30 May 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 31 May 2023 18:21:08 UTC.