Call Notice for OESM
The Shareholders of BB Seguridade Participações S.A. – public company – are invited to take part, upon first call, in the Ordinary and Extraordinary Shareholders Meeting that will be held at Edifício Banco do Brasil, Setor de Autarquias Norte, Quadra 5, Bloco B, Torre Sul, 14º andar, Brasília (DF), at 3:00 p.m. on April 20, 2017, to address the following matters:
Ordinary Shareholders Meeting
I - take the accounts of management members, examine, discuss and vote the financial statements, reports of the Fiscal Council and independent auditors, take notice of the Management Report, related to the fiscal year ended on December 31, 2016;
II - approve the allocation of net income of the fiscal year of 2016 and the distribution of dividends;
III - elect the members of the Fiscal Council;
IV - elect the members of the Board of Directors;
V - set the remuneration of the members of the Fiscal Council;
VI - set the annual global amount of remuneration of the members of the management bodies; and
VII - set the remuneration of the members of the Auditors Committee.
Extraordinary Shareholders Meeting
I - approve the creation of the Matching Program for the members of the Executive Board of BB Seguridade Participações S.A.
Assembly Participation: in the terms of Article 126 of the Law 6.404 , of December 15, 1976, and further alterations, to take part and deliberate on General Assemblies the shareholder must notice that:
The proxy instruments shall be deposited at the Headquarter of BB Seguridade, at the Corporate Governance Superintendency, on the 3rd
floor of Ed. Banco do Brasil, in Brasília (DF), preferably up to 48 hours before the Meeting is held. Even though might shall be sent the documentation copy to e-mail designed email@example.com.
For admission at the Shareholders Meeting, pursuant to Article 126 of Law 6.404, of December 15, 1976, the shareholder, or their legal representative, shall present proper identity document and, in case of shareholders of book entry shares or custody shares, evidence issued by the depositary financial institution.
Pursuant to the Regulation 165, of December 11, 1991, from CVM¹ (Comissão de Valores Mobiliários), the minimum percentage of voting capital to request multiple voting process in the election of members of the Board of Directors shall be 5% (five percent). The requirement shall be addressed to BB Seguridade’s CEO, up to 48 hours before the Meeting is held.
The appointment of members of the Board of Directors shall observe the CVM Regulation 367, of May 29th
, 2002 and CVM’s Regulation 481, of April 7th
Thereby whether there is the option by vote at a distance, until April 13th
, 2017 (additionally), there shall be transmitted filling instructions, sending the respective “Vote at a Distance Bulletin”: 1) to BB Seguridade’s shares bookkeeping agent, throughout the whole Banco do Brasil’s banking network; or 2) to its custody agents who accomplish this particular service, in the case of the owners of shares deposited in central depositary; or even 3) directly to the company. To additional informations, notice the rules forecast in CVM’s Regulation 481/2009 and the procedures described in the “Vote at a Distance Bulletin” displayed by the company.
The documents related to the proposals to be deliberated by the Meetings are available at the Headquarter of BB Seguridade, at the Corporate Governance Superintendency, 3rd
floor, Ed. Banco do Brasil, in Brasília (DF), in the Investor Relations website (www.bbseguridaderi.com.br
) and in CVM website (www.cvm.gov.br
) on the Internet.
Brasília (DF), March 20th
Marcelo Augusto Dutra Labuto
Chairman of the Board of Directors