Related Party Transactions
Rule 12g3 2(b) Exemption # 82-35186
Free English Translation
Notice on Transaction with Related Party (CVM Resolution 80/2022
Following next, the detailing required by Appendix F (art. 2) to CVM Resolution 80, as of 03/29/2022.
I - transaction description, including:
a) the parties and their relation with BB; and | BB | Seguridade | Participações | S.A. ("BB | |||||
Seguros"): Controlled company; | |||||||||
BB Corretora de Seguros e Administradora de | |||||||||
Bens S.A. ("BB Corretora"): indirectly Controlled | |||||||||
company; | |||||||||
BB Seguros Participações S.A. ("BB Seguros"): | |||||||||
indirectly Controlled company; | |||||||||
Brasilseg Companhia | de Seguros: | Affiliated | |||||||
company; | |||||||||
Aliança do Brasil Seguros S.A: Affiliated company; | |||||||||
BB | MAPFRE | Participações | S.A: | Affiliated | |||||
company. | |||||||||
b) the object and main terms and conditions. | Subscription | of | the | 3rd | Amendment | of | the | ||
Operational Agreement to Act in the Insurance | |||||||||
Segment ("Amendment of the Operational | |||||||||
Agreement"), which establishes, among other | |||||||||
provisions, the distribution of insurance products | |||||||||
of Brasilseg Companhia de Seguros and Aliança | |||||||||
do Brasil Seguros S.A. in Banco do Brasil's | |||||||||
channels, with intermediation of BB Corretora de | |||||||||
Seguros e Administradora de Bens S.A. | |||||||||
The Amendment of the Operational Agreement | |||||||||
excludes | the | mechanism | of | additional | |||||
remuneration paid by Brasilseg to BB Corretora in | |||||||||
case of outperforming the sales target of certain | |||||||||
products ("Performance Bonus"); increases the | |||||||||
percentage of commission paid by Brasilseg to BB | |||||||||
Corretora on premiums written of life and credit | |||||||||
life insurances; and reduces the percentage of | |||||||||
commission paid by Brasilseg to BB Corretora on | |||||||||
premiums written of rural lien insurance. | |||||||||
The Amendment of the Operational Agreement | |||||||||
will be in force for a period of 3 (three) years, | |||||||||
effective from January 01st, 2023, with this period | |||||||||
being automatically renewed for new subsequent | |||||||||
periods of 3 (three) years. | |||||||||
II - if, when and how the transaction counterpart, their partners or managers took part in the process: | |||||||||
a) of BB's decision on the transaction, describing | The | transaction | obtained | internal | approval | in | |||
this participation; and | accordance | with the | Specific | Policy | for | ||||
Transactions with Related Parties. | |||||||||
b) of the transaction negotiation as BB's | The Company would not be able to conduct the | ||||||||
representants, describing this participation; | transaction with third parties other than Brasilseg | ||||||||
and BB, considering the existence of | a | ||||||||
Shareholders' Agreement and the Operational | |||||||||
Agreement that provide exclusivity between the | |||||||||
parties to develop and to distribute insurance | |||||||||
products, duly respected the arm's length format | |||||||||
of the transaction. |
III - detailed explanation of the reasons why BB's management considers that the transaction has observed commutative conditions or provides for an appropriate compensatory payment, informing, for example:
a) whether BB has requested proposals, | All the conditions were analyzed and validated by | ||
undertaken any price-taking procedure, or | BB Seguridade, BB Corretora, Brasilseg and BB's | ||
otherwise attempted to carry out the transaction | technical divisions, and | then approved | by BB |
with third parties, explaining, if not, the reasons | |||
Seguridade's Executive | Committee and | Related | |
why it did not do so or, if so, the procedures | |||
Parties Transactions Commitee as provided in the | |||
performed and their results | |||
Company's Related Parties Transactions Policy. | |||
Related Party Transactions
Rule 12g3 2(b) Exemption # 82-35186
Free English Translation | |
b) the reasons that led BB to carry out the | Present the differential that this related party has |
transaction with the related party and not with third | in relation to its competitors in the market. |
parties; and | |
c) a detailed description of the measures taken and | Explain, for example, that the measures and |
procedures adopted to ensure the operation | procedures that guarantee commutability are |
commutativity. | provided for in the contract. |
If the transaction is a loan granted by BB to the related party, the information provided must necessarily include:
I - an explanation of the reasons why BB chose to | "Not applicable". |
grant it, indicating any guarantees required; | |
II- analysis of the borrower's credit risk, including an | "Not applicable". |
independent risk classification, if any; | |
III - description of the way in which the interest rate | "Not applicable". |
was fixed, considering free risk market rate and the | |
borrower's credit risk; | |
IV - comparison between the loan's interest rate | "Not applicable". |
and other similar applications on the market, | |
explaining the reasons for possible discrepancies; | |
V - comparison between the loan's interest rate and | "Not applicable". |
the rates of other loans received by the borrower, | |
explaining the reasons for possible discrepancies; | |
VI - description of the impact of the transaction on | "Not applicable". |
the financial liquidity condition and the BB's | |
indebtedness level. |
Attachments
- Original Link
- Original Document
- Permalink
Disclaimer
Banco do Brasil SA published this content on 09 January 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 09 January 2023 22:24:11 UTC.