Information to the Market – Clarification of Disclosure to the Market
Rio de Janeiro, April 8th, 2014.
Werner Romera Suffert
BB Seguridade Participações S.A.
Quadra 1, Bloca A, Lote 31, Edifício Sede I, 4º andar – Setor Bancário Sul
CODE: 70073-900 – Brasília – DF
Fone: (61) 3102-5771 / Fax: (61) 3102-7717
Subject: Management Proposal - CVM Instruction Nº. 481/2009. Process Nº: RJ-2014-2510
Dear Mr. CFO,
We report to the Management Proposal released on 04.02.2014 via IPE system, containing the documents and information referred to in Articles 9, 10 and 12 of CVM Instruction/nº 481/2009 on the Ordinary Shareholders Meeting to be held on 4.30.2014.
By the way, we note the noncompliance of the period laid in Article 9 of this Instruction, and we ask the manifestation of the Company by mail addressed to the Superintendência de Relações com Empresas1.
Furthermore, we determined the resubmission of the above mentioned Management Proposal, in order to improve the following points:
Appendix 9-1-II of CVM Instruction Nº. 481/2009 - Proposed Allocation of Net Income:
1 - Exclude, on the first page of the proposal for allocation of net income, the reference to statutory reserve for Equalization of Dividends, given the fact that provision has not been located in the Company's Bylaws;
2 – Item 5
a - Review, given that the values of dividends and interest on equity (IE) informed in this item must be deducted from dividends and interest on equity (IE) already declared;
3 – Item 7
a, b - Review, given that in this item must be presented a comparative table with values per share for net income, dividends and interest on equity relative for the last three fiscal years, as required by item 7 of Appendix 9-1-II Instruction CVM No. 480/2009;
Article 10 of CVM Instruction No. 481/2009
1 – Itens 12.6/12.8
Reconcile the CPF number Mr. Marcelo Augusto Dutra Labuto that is in disagreement with the Nº informed in field Professional Experience;
In field of Professional Experience/Declaration of possible convictions, replicate the CPF number of Mr. Pablo Fonseca Pereira dos Santos;
2 – Item 12.12
Provide the information requested in item 12.8, according to the statements about the character limitation in Empresas.Net Systems;
Item I of art. 12 of CVM Instruction No. 481/2009:
1 - Present the full proposal for management remuneration, in according item 2.4.2.a Circular Letter/CVM/SEP/Nº 1/2014, including information on:
a) Amounts approved in the previous proposal and amounts actually made, explaining the reason for any differences; and
b) Differences between the values of the current proposal and the previous proposal listed in Item 13 of the Company's Reference Form, explaining, for example, if are due to the mismatch between the period covered by the proposals and the period covered by Reference Form (fiscal year);
Item II of art. 12 of CVM Instruction No. 481/2009 - Item 13 of the Reference Form:
1 – Item 13.1
f - Improve the information presented, considering that in this item the issuer should inform if there are portions of the remuneration received by directors and other persons mentioned in the main section of item 13.1, in function of exercise the position in the issuer, which is supported by subsidiaries, controlled or direct and indirect controllers. Observe the guidelines of the item 9.2.13.a of the CVM / SEP / Nº 1/2014.;
2 – Item 13.2
c.i, cii – Review the information, given that remuneration values should be presented net of social charges that are liens employer. The issuer must 04/14/2014 – Proposals for the Shareholders’ Meeting – Additional Information show, separately, the corresponding contributions to the INSS, that are liens employer, respectively, in the field c.i and c.ii "Other". Observe the guidelines of the item 9.2.13.b of the CVM / SEP / Nº 1/2014;
3 – Item 13.3
Include a footnote to clarify the reasons why the amount recognized in the fiscal year 2013 differs of value reported in Table 13.2 of this proposal;
4 . Item 13.11
Review the number of members of the Board of Directors informed in fiscal year 2013, bearing in mind that this number should be equal to that reported in Table 13.2 of this proposal (6). Considering the resignation of remuneration informed in this item , the issuer must disclose the "Remarks" field , the actual number of members used to calculate the average (5) , as set out in item 9.2.13.j of Circular Letter of CVM / SEP / Nº 1/ 2014;
5 . Item 13.16
Exclude the title "Policy of remuneration based in shares of the Company", considering that no additional information was provided in this item;
Remembering that the Management Proposal shall be resubmitted via IPE System , informing, as the reason for resubmission , compliance with the requirements of this letter .
Also require the submission of a statement by the IPE System in category "Information to the Market", type "Clarifications on CVM/Bovespa consultations", informing about the change of the Management Proposal with reference to this Letter.
Finally , we emphasize that it is not being considered at this time, the regularity of the management proposal for what it is, but its adherence to the disclosure required by CVM Instruction Nº.481/09 .
We caution that it will be up to the Superintendency of Corporate Relations , in exercise of its statutory duties and , based on item II of Article 9 of Law 6.385/76 , and Article 7th, combined with Article 9th, of CVM Instruction No. 452/07 , determine the application of fine , without prejudice to other administrative sanctions, in the amount of R$1,000.00 (one thousand reais) , for noncompliance of the requirements formulated herein within 3 (three) working days from knowledge of this Letter, also faxed and the address of the DRI on this date.
CLÁUDIO JOSÉ PAULO
Manager Company Monitoring-1
FERNANDO SOARES VIEIRA
Superintendent of Corporate Relations
Mr. Fernando Soares Vieira
Superintendent of Corporate Relations
Mr. Cláudio José Paulo
Manager Company Monitoring – 1 e.e.
Comissão de valores Mobiliários2 – CVM
Dear Mr. Fernando and Mr. Cláudio,
In attention to your Letter CVM/SEP/GEA-1/Nº 229/2014, date April 8th, 2014, we kindly present the following considerations:
The Company understand that the filling of the proxy statement related to the annual stockholder meeting was in compliance with the minimum period provided by CVM (30 days). The “Call Notice” and the “Management Proposals” were registered in CVM system (IPE) on March 28, 2014, after the market closing.
On April 2nd, 2014, in response to a request from BM&FBovespa, the Company resubmitted the files, changing the “category” field in the IPE system, with no change in the content of the documents.
As required, the Company restated this date the document "Management Proposal", contemplating the improvement guidelines indicated in the aforementioned Letter.
Werner Romera Suffert