Convening notice OESM 2021
BB SEGURIDADE PARTICIPAÇÕES S.A.
CNPJ (Corporate Taxpayer Registration) 17.344.597/0001-94
Ordinary and Extraordinary General Shareholders' Meeting
The Shareholders of BB Seguridade Participações S.A. (“BB Seguridade” ou “Company”) - a publicly-held company - are invited to attend, at a first call, the Ordinary and Extraordinary General Shareholders' Meeting, to be held exclusively through a digital platform, at 03:00 p.m. of April 29, 2021, in order to address the following agenda:
Ordinary Shareholders' Meeting
Extraordinary Shareholders' Meeting
- take the directors' accounts, examine, discuss and vote on the financial statements, opinions of the Finance Committee and independent auditors, take note of the Management Report for the fiscal year that ended on 12.31.2020;
- approve the allocation of the net income for the fiscal year of 2020 and the distribution of dividends;
- elect the members of the Board of Directors;
- elect a deputy member to the Finance Committee, for the vacancy of Banco do Brasil's appointment prerogative, in accordance with Art. 37, §1 of the Company's Bylaws;
- set the compensation of the members of the Finance Comittee;
- set the annual overall compensation amount of the members of the management bodies;
- set the compensation of the members of the Audit Committee and of the independent member of the Committee on Transactions with Related Parties.
- to resolve on the proposal amendment to the Articles of Incorporation of BB Seguridade; and
- to resolve on the proposal to create the Matching Program for members of the Executive Board.
As a result of the COVID-19 pandemic, as permitted by CVM Instruction No. 481, of December 17, 2009 and subsequent amendments, in addition to the possibility of remote voting through B3 – Brasil, Bolsa, Balcão, BB Seguridade shall also make available a digital platform so that shareholders can remotely and simultaneously follow the General Shareholders' Meeting and exercise their voting rights.
To participate and resolve on the General Shareholders' Meeting, shareholders shall comply with the guidelines contained in the Manual for Shareholder Participation of BB Seguridade Participações S.A. available on the Company's Investor Relations website (http://www.bbseguridaderi.com.br/en/documents-and-announcements/shareholders-mettings
) and on the CVM website (www.cvm.gov.br
), as well as the following:
a) exceptionally for the General Shareholders' Meeting called herein, the deposit of the power of attorney shall be waived, pursuant to article 126 of Law No. 6.404/1976 and subsequent amendments, at the BB Seguridade's headquarters, as well as the signature notarization and authentication in the documents accompanying the remote vote registry, requiring only the sending of a color copy of the original copies of such documents of representation of the Shareholder through electronic means. The power of attorney, identification documents and shareholding documents shall be received through the electronic address email@example.com up to 48 hours before the Meeting, that is, until 3:00 p.m. of 04.27.2021.
b) the sending of remote vote registries through B3 – Brasil, Bolsa, Balcão, waives the need for prior accreditation. To participate in the remote voting, the vote registry shall be completed and sent up to 04.22.2021 (including): i) to their escrow agents who render such service, in the case of shareholders holding shares deposited in a central depository institution; or ii) to the registrar of the Company's shares, or, also, iii) 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/en
c) for the remote participation, through a digital platform, the shareholder shall send a request for accreditation to the Company, to the electronic address firstname.lastname@example.org, at least 48 hours before the General Shareholders' Meeting, that is, until 3:00 p.m. of 04.27.2021. The request shall be accompanied by the documents for participation, according to the information contained in the Manual for Shareholder Participation;
d) exceptionally for the Meeting called herein, the signature notarization in the powers of attorney granted by the shareholders to their representatives shall not be necessary, as well as the authentication of the documents that accompany the remote vote registry shall be waived. The powers of attorney granted in electronic form by the shareholders to their representatives shall use certificates issued by the Brazilian Public Key Infrastructure – ICP-Brasil;
e) the documentation related to the proposals to be considered is available on the investor relations website (http://www.bbseguridaderi.com.br/en
) and on the Securities and Exchange Commission of Brazil website (www.cvm.gov.br
) on the world wide web.;
f) any clarifications can be obtained through the electronic address email@example.com.
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 shall be made to the Chairman of BB Seguridade, up to 48 hours before the Meeting, that is, until 3:00 p.m. of 04.27.2021, and forwarded to the electronic address firstname.lastname@example.org.
Remote Voting Ballots - OGM
Remote Voting Ballots - EGM
Minority Shareholders Appointment - Board of Directors
Shareholders' Participation Manual
Brasília (DF), March 29, 2021.
Carlos Motta dos Santos
Chairman of the Board of Directors