Convening Notice - OESM 2019
The Shareholders of BB Seguridade Participações S.A. - an open capital company - are invited to attend, at a first call, the Ordinary General Shareholders' Meeting to be held at Edifício Banco do Brasil, 1º andar, Torre Central, auditorium, Brasília (DF), at 3:00 p.m. on 04.24.2019, in order to deal with the following matters:
Ordinary Shareholders' Meeting
- take the directors' accounts, examine, discuss and vote on the financial statements, opinions of the Finance Committee and the independent auditors, take note of the Management Report for the fiscal year ended 12.31.2018;
- approve the disposal of net income for the fiscal year 2018 and the distribution of dividends;
- elect the members of the Board of Directors;
- set the compensation of the members of the Fiscal Council;
- set the annual overall compensation amount of the members of the management bodies; and
- set the compensation of the members of the Audit Committee.
Participation in the Meetings: Pursuant to Article 126 of Law No. 6.404, dated 12.15.1976, and subsequent amendments, in order to participate and deliberate in the Shareholders' General Meetings, the shareholder shall note that:
- The instruments of terms of office shall be deposited at the headquarters of BB Seguridade, at the Superintendence of Corporate Management, at: 3º andar, Ed. Banco do Brasil, in Brasília (DF), preferably up to 48 hours before the Meeting. A copy of the documentation may also be sent to the following email: email@example.com;
- For admission to the Meeting, the shareholder, or his/her legal representative, must present a valid identity document and, in the case of holders of book-entry shares or in custody, a certificate issued by depository financial institution;
- Pursuant to Instruction 165, dated 12.11.1991, of the Securities and Exchange Commission of Brazil, the minimum percentage of voting capital will be five per cent (5%) for the adoption of the multiple vote process in the election of the members of the Board of Directors. The request must be sent to the Chairman of BB Seguridade, up to 48 hours before the Meeting;
- For the appointment of members of the Board of Directors, the rules of CVM Instructions No. 367, dated 05.29.2002 and No. 481, dated 04.07.2015, Law No. 13,303, dated 06.30.2016 and Decree No. 8.945, dated 12.30.2016 must be observed;
- If you choose to vote remotely, until 04.17.2019 (inclusive), you must send instructions for filling, sending the relevant Remote Vote Registry: 1) to the registrar of the Company's shares, through the entire Network of Branches of Banco do Brasil or 2) to their escrow agents who render such service, in the case of shareholders holding shares deposited in a central depositary or, also, 3) directly to the Company. For further information, follow the rules established in CVM Instruction No. 481/2009 and the procedures described in the remote vote registry made available by the Company at http://www.bbseguridaderi.com.br; and
- The documentation regarding the proposals to be appraised is available at the BB Seguridade headquarters, at the Superintendence of Corporate Management, 3º andar, Torre Sul, Ed. Banco do Brasil, in Brasília (DF), on the investor relations page (http://www.bbseguridaderi.com.br) and on the page of the Securities and Exchange Commission of Brazil (www.cvm.gov.br) on the world wide web.