Net Income appropriation - Year 2013

Transcription

1 ADMINISTRATION VOTE

2 Net Income appropriation - Year 2013 To the Shareholders, Pursuant to the provisions of Law 6.404, of December 15, 1976, and the Bylaws of BB Seguridade Participações S.A., I submit for the resolution at this Meeting the allocation of Net Income of the fiscal year of 2013, as follows: (Amount in R$) Net income... 2,473,752, Retained Earnings Adjusted Net Income ,350,065, Legal reserve ,687, Remuneration to shareholders 1,979,002, Interest on equity Dividends... 1,979,002, Use of the Reserve for Equalization of Dividends Statutory Reserve 371,062, for Operational margin ,062, for Equalization of Dividends Obtained by the reduction of the Net Income of the fiscal year by the value allocated to forming the Legal Reserve. For your consideration. March 21, Marcelo Augusto Dutra Labuto Chief Executive Officer

3 Net Income Appropriation CVM Instruction No. 481, of December 17, 2009 Attachment 9-1-II

4 Net income appropriation 1. Net income for the year: R$ 2,473,752, Global amount and per share amount of dividends: R$ 1,979,002, (R$ 0.99 per share). 3. Percentage of distributed net income of the year: 80% (eighty percent). 4. Global amount and amount per share of dividends paid based on income from prior years: The company did not report profit arising from prior years. 5. Dividends/interest on equity, net of advanced dividends and interest on equity already declared: a) The gross amount of the dividend and interest on equity, segregated, per each type and class of share: The dividends for the year totalized R$ 0.99 per common share. There was no payment of interest on equity. b) Payment type and term: The shareholders whose shares are held in trust in the depository institution have their payments available according to the banking domicile provided to Bradesco S.A., from the date these rights start to be distributed. The shareholders whose record data do not include the Individual Taxpayer Register (CPF/CNPJ) number or information on Bank, Branch and Checking Account, shall only have their dividends available from the third business day, counted from the date their data are updated in the electronic files of the depository Institution of Shares, which can be carried out in any branch of the network. The shareholders whose shares are deposited with the BM&FBOVESPA Depository Central shall have their dividends credited according to the procedures adopted by such institution. The payment of dividends related to the profit earned for the first half of 2013 was made on August 30, 2013, and for the second half of 2013, on February 26, c) Updating and interest on dividends and interest on equity: Dividends are updated by the Selic rate, from the date of the balance sheet (June 30 or December 31, respectively) until the payment date. d) Date of declaration of payment considered for the identification of shareholders entitled to receive: Considering the shareholding position on August 19, 2013 and February 14, 2014 for payment of dividends related to the first and second half of 2013, respectively.

5 6. Dividends/interest on equity determined in six-month balances or shorter periods: a) Dividends/Interest on equity already declared: 1st Semester 2nd Semester Dividends R$ 817,848, R$ 1,161,154, JCP None None b) Date of the respective payments: 1st Semester 2nd Semester Dividends 08/30/ /26/2014 JCP None None 7. Comparative table indicating the amount per share of each type and class: the capital of BB Seguridade, on December 31, 2013, was divided into 2,000,000,000 common shares: a) Net income for the year and for the three (3) previous years: Years Net income R$ 2,473,752, R$ b) Dividend and interest on equity paid in the year and in the last three (3) years: Years Dividends R$ R$ ,979,002, JCP R$ 0.00 R$ Total R$ 1,979,002, R$ Legal reserve: a) Amount allocated to the legal reserve: R$ 123,687, b) Calculation form of legal reserve: According to Law 6.404, of December 15, 1976, article 193, and the Company's Bylaws, article 39, 5% of net income shall be applied, prior to any allocation, in creating legal reserve, which shall not exceed 20% of the capital stock, and in the fiscal year in which the balance of the legal reserve plus the amounts of the reserves of capital exceeds 30% of the capital stock, it shall not be mandatory to allocate part of the net profit of the fiscal year to create a legal reserve. 9. The Company does not have preferred shares.

6 10. Compulsory dividend a) Description of the calculation form provided in the Bylaws: The Company s Bylaws establishes that at least 25% (twenty five percent) of net profit, adjusted with the deductions and increases set forth in Article 202 of the Brazilian Corporation Law, shall be distributed to shareholders as mandatory dividend. b) Inform if the dividends were fully paid: The amount distributed to shareholders as dividends corresponds to 80% of net income of the year, exceeding the mandatory percentage. c) Inform the amount eventually withheld: There was a retention of R$ 123,687,638.31, 5% of the net income of the company for the year, to create legal reserve and R$ 371,062,914.94, 15% of net income, to set up the statutory reserve. 11. There was no retention of compulsory dividend due to the financial situation of the Company. 12. There was no allocation of income to contingency reserve. 13. There was no allocation of income to unrealized profit reserve. 14. If there is allocation of income to statutory reserves a) Describe the statutory clauses that determined the reserve: According to article 39, item f of the Company s Bylaws, the formation, with technical justification and the Board of Directors and the Fiscal Council s approval of the values and destination, of a statutory reserve to ensure an operating margin compatible with the development of the Company s operations, made up by a portion of up to 100% (one hundred percent) of the balance of the net profit, after the previous allocations, up to the limit of 80% (eighty percent) of the capital stock. b) Identify the amount allocated to the reserve: There was a retention of R$ 371,062,914.94, 15% of the net income of the company for the year, to set up the statutory reserve. c) Describe how the amount was calculated: For setting the amount, the payout expectation of 80% indicated to the shareholders when BB Seguridade went public, the requirement of allocating 5% of the net income of the year to create the Legal Reserve and the operating margin necessary for the development of the Company s operations were considered. 15. There was no profit retention provided in capital budget. 16. There was no allocation of the net income to tax incentive reserves.

7 ELECTION OF MEMBER OF THE BOARD OF DIRECTORS TERM OF OFFICE 2013/15 To the Shareholders, Pursuant to the provisions of Law 6.404, of December 15, 1976, and the Bylaws of BB Seguridade Participações S.A., and, according to the item V of the Call Notice, I submit for resolution at this Meeting the following appointment for the position of member of the Board of Directors of BB Seguridade: a) Due to: i) the amendment related to the Article 15, paragraph 1, item (i), of the Bylaws of the Company, approved at the Extraordinary Shareholders Meeting on November 29, 2013, which changes the provision regarding the composition of the Board of Directors of BB Seguridade; ii) the resignation from the position of member of the Board of Directors presented by Mr. Fábio Franco Barbosa Fernandes on January 31, 2014; iii) the appointment of Mr. Marcelo Augusto Dutra Labuto, CEO of the Company by the Board of Directors, on February 7, 2014, as a member of the Board of Directors until the next shareholders meeting, according to Article 19, paragraph 2, of the Bylaws of BB Seguridade. b) in compliance with the Article 15, paragraph 1, (i) of Bylaws, I appoint Mr. Marcelo Augusto Dutra Labuto, CEO of the Company, for the position of member of the Board of Directors, with term of office until the ordinary shareholders meeting of MARCELO AUGUSTO DUTRA LABUTO, Brazilian, married, bank employee, holder of the identity card no , issued by DETRAN DF, CPF/MF , with office in Setor Bancário Sul, Quadra 1, Bloco A, Lote 31, Edifício Sede I, 15º andar, sala 04, Brasília (DF). For your consideration. March 21, Alexandre Corrêa Abreu Chairman of the Board of Directors

8 ELECTION OF MEMBER OF THE FISCAL COUNCIL TERM OF OFFICE 2014/15 To the Shareholders, Pursuant to the provisions of Law 6.404, of December 15, 1976, and the Bylaws of BB Seguridade Participações S.A., and pursuant to the item III of the Call Notice, I submit for resolution at this Meeting, the following appointments for the position of member of Fiscal Council of BB Seguridade (sitting and alternate): a) Mr. Pablo Fonseca Pereira dos Santos, as representative of the National Treasury Secretariat, for the position of sitting member of the Fiscal Council of BB Seguridade, for the 2014/2015 term of office, in compliance with the letter forwarded by the Finance Ministry. b) Mr. Júlio César Costa Pinto, as representative of the National Treasury Secretariat, for the position of alternate member of the Fiscal Council of BB Seguridade, for the 2014/2015 term of office, in compliance with the official letter forwarded by the Finance Ministry. c) Mr. Antonio Pedro da Silva Machado, as representative of Banco do Brasil S.A, for the position of sitting member of the Fiscal Council of BB Seguridade, for the 2014/2015 term of office, in compliance with the letter forwarded by the Controller; d) Mrs. Ana Paula Teixeira de Sousa, as representative of Banco do Brasil S.A, for the position of alternate member of the Fiscal Council of BB Seguridade, for the 2014/2015 term of office, in compliance with the letter forwarded by the Controller; For your consideration. March 21, Marcelo Augusto Dutra Labuto Chief Executive Officer

9 ELECTION OF BOARD OF DIRECTORS AND FISCAL COUNCIL MEMBERS Pursuant to Article. 10 of CVM Regulation 481, dated December 17th,2009

10 12.6 / 8 - Composition and professional background of management and fiscal council Name Age: Management body Date of election Term of office CPF Profession Elective position held Installation Date Was elected by the controlling shareholder Other positions and roles performed in the issuer Antônio Pedro da Silva Machado 56 Fiscal Council 03/15/2013 AUG None Law yer 43 C.F.(Sitting) Elected by the Controlling Shareholder 03/15/2013 Yes Pablo Fonseca Pereira dos Santos 37 Fiscal Council 11/29/ / Civil employee 43 Appointed as Fiscal Council Member by MF 11/29/2013 No None Júlio César Costa Pinto None 41 Mechanical Engineer Fiscal Council 48 C.F. (Deputy) Appointed by MF 02/22/ /22/2013 AUG 2014 No Ana Paula Teixeira da Sousa None Marcelo Augusto Dutra Labuto None 43 Economist 42 Bank employee Fiscal Council 46 C.F. (Deputy) Elected by the Controlling Shareholder Member of the Executive Board and the Board of Directors. Xx Chief Executive Officer 03/15/ /15/ years Yes Professional background / Declaration of possible convictions Marcelo Augusto Dutra Labuto Considering the limitation of characters of EmpresasNet system, the complete Résumé of Mr. José Henrique Fernandes Paim is described in section of this Reference Form

11 Name Age: Management body Date of election Term of office CPF Profession Elective position held Installation Date Was elected by the controlling shareholder Other positions and roles performed in the issuer Antonio Pedro da Silva Machado Considering the limitation of characters of EmpresasNet system, the complete Résumé of Mr. Antonio Pedro da Silva Machado des cribed in section of this Reference Form. Pablo Fonseca Pereira dos Santos Considering the limitation of characters of EmpresasNet system, the complete Résumé of Mr. Pablo Fonseca Pereira dos Santos is described in section of this Reference Form. Júlio César Costa Pinto Considering the limitation of characters of EmpresasNet system, the complete Curriculum Résumé of Mr. Júlio César Costa Pinto is described in section of this Reference Form. Ana Paula Teixeira de Sousa Considering the limitation of characters of EmpresasNet system, the complete Résumé of Mrs. Ana Paula Teixeira de Sousa described in section of this Reference Form.

12 12.9 Conjugal Relationship, common-law marriage or relationship up to the second degree between There isn t conjugal relationship, common-law marriage or relationship up to the second degree between administrators and subsidiaries, controlling shareholders Subordination, service provision or controlling relationships among administrators and subsidiaries, controlling shareholders and others. Subordinate relations, service delivery or control maintained in the past 03 fiscal years between BB Seguridade's management: a. A company directly or indirectly controlled by BB Seguridade. Board of Directors Board member: Marcelo Augusto Dutra Labuto CPF: Related Person: BB Cor Participações S.A. CNPJ: / Position/Function: Managing Director Type of relationship between the Administrator and the related person: Control Type of related person: Direct controlling shareholder Year: 2013 Related Person: BB Seguros Participações S.A. CNPJ: / Position/Function: Chief Executive Officer Type of relationship between the Administrator and the related person: Control Type of related person: Direct subsidiary Year: 2013 Related Person: BB Capitalização S.A. CNPJ: / Position/Function: Chief Executive Officer Type of relationship between the Administrator and the related person: Control Type of related person: Indirect subsidiary Year: 2013 Executive Board Board member: Marcelo Augusto Dutra Labuto CPF: See Board of Directors. Board member: Marcelo Augusto Dutra Labuto CPF: Related Person: Banco do Brasil CNPJ: / Position/Function: Insurance, Pension Funds and Capitalization Director Type of relationship between the Administrator and the related person: Subordination Type of related person: Direct controlling shareholder

13 Year:.2013 Fiscal Council Incumbent member: Antônio Pedro da Silva Machado CPF: Related Person: Banco do Brasil CNPJ: / Position/Function: Legal Director Type of relationship between the Administrator and the related person: Subordination Type of related person: Direct controlling shareholder Year: Incumbent member: Pablo Fonseca Pereira dos Santos CPF: Related Person: Federal Government CNPJ: / Position/Function: Economic Follow-up Secretary Type of relationship between the Administrator and the related person: Subordination Type of related person: Indirect controlling shareholder Year: 2013 Alternate Board Member: Júlio Cesar Costa Pinto CPF: Related Person: Federal Government CNPJ: / Position/Function: Advisor at the Capital Market and Financial System Office in the Executive Secretariat Type of relationship between the Administrator and the related person: Subordination Type of related person: Indirect controlling shareholder Year: 2011, 2012, Alternate Board Member: Ana Paula Teixeira de Sousa CPF: Related Person: Banco do Brasil CNPJ: / Position/Function: Executive Manager Type of relationship between the Administrator and the related person: Subordination Type of related person: Direct controlling shareholder Year: 2011, 2012, 2013.

14 REMUNERATION TO THE BOARD OF AUDITORS MEMBERS AND GLOBAL AMOUNT OF REMUNERATION TO THE MEMBERS OF THE ADMINISTRATION Pursuant to Article 12, items I and II of CVM Regulation 481, dated December 17th,2009.

15 REMUNERATION OF THE MEMBERS OF THE FISCAL COUNCIL To the Shareholders, I submit for your examination, pursuant to the provisions of the Article 162, paragraph 3, of Law 6.404, of December 15, 1976, and Article 1 of Law 9.292, of July 12, 1996, the proposal for setting the fees of the members of the Fiscal Council at 10% of the monthly average remuneration received by the members of the Board of Executive Officers, excluding the benefits other than fees: March 21, Marcelo Augusto Dutra Labuto Chief Executive Officer

16 OVERALL ANNUAL AMOUNT OF REMUNERATION OF THE MEMBERS OF THE MANAGEMENT BODIES To the Shareholders, I submit for your examination the following: a) The proposal for setting the global amount for payment of the fees and benefits of the members of the Board of Executive Officers and Board of Directors for the period from April 2014 to March 2015, at the maximum of R$ 7,000,000 (seven million reais); b) The proposal for setting the monthly fees of the members of the Board of Directors at one tenth of the average monthly received by the members of the Board of Executive Officers, excluding the benefits other than the fees. March 21, Marcelo Augusto Dutra Labuto Chief Executive Officer

17 DIRECTORS REMUNERATION Pursuant to Article 12, items I and II of CVM Regulation 481, dated December 17th,2009. (Item 13 of Reference Form)

18 13.1 Description of the compensation policy or practice, including Non-statutory Board (a) Objectives of the compensation policy or practice The managers of the Company approved at the meeting of the Board of Directors, held on March 28 th, 2013, the Share-Based Payment Program of the Board of Executive Officers ( Compensation Program ). On December 20, 2013, the amendments to this Program were approved by the Board of Directors, having been submitted to the Department of Coordination and Governance of Government Companies (DEST, in Portuguese), a body related to the Ministry of Planning and the Ministry of Finance, where it is awaiting approval. We report in this item 13, the compensation terms and conditions, as provided for in said Program. The total compensation of the management members of the Company is annually approved at the Annual Shareholders Meeting ( AGO, in Portuguese), the individual compensation of each members being set at the meeting of the Board of Directors. The General Annual Meeting cannot allocate amounts above 10% of the average fixed compensation paid to members of the Executive Board to members of the Board of Directors and Fiscal Council. The global remuneration is projected for the period from April of the current year to March of the following year, when a new AGO is held. BB Seguridade does not have a non-statutory Board. The Compensation Program of the Board of Executive Officers of the Company establishes the compensation terms and conditions of the Board of Directors, Executive Management, Fiscal Council and Audit Committee. In relation to the compensation of the Related Party Committee, it refers to non-compensated committee. As of the date of this form preparation, such committee had not been installed. The Compensation Program of the Company has the main duty of aligning the interests of the key personnel of the Management and the goals of the Company, based on the best corporate governance and market practices. (b) composition of remuneration (i) them description of the compensation components and the objectives of each one of Board of Directors The Board of Directors members of BB Seguridade have the right to a fixed monthly compensation, which shall not exceed 10% (ten percent) of the average monthly amounts paid to the Statutory Board members. Represents the reward for services rendered to the Company. Statutory Board The Statutory Board of the Company has the right to a monthly fixed compensation. Direct and indirect benefits: part of the remuneration aimed at the quality of life of the Directors and Officers. Variable compensation: a portion of the compensation that aims at recognizing the effort of the Statutory Board members in the achievement of the results, based on the attainment of performance indicators. These indicators are as follows: Return on Average Equity (ROAE), Bargaining/Employment Agreement, Individual Performance Assessment, and Joint Assessment.

19 Of the amount allocated to the Share-Based Payment, 50% shall be immediately paid in cash and 50% in shares deferred for four years. Of the total paid in shares, 20% shall be immediately transferred to the beneficiary s ownership and 80% shall be deferred, of which 20% for the period of one year, 20% for the period of two years, 20% for the period of three years, and 20% for the period of four years. Previous to the release of deferred installments, the result determined for the immediately prior year shall be verified, and compared with the performance observed in the year that gave rise to the right to the share-based payment. Reduction in the results at a percentage equal to or in excess of 20% shall imply the proportional or total reversal of share payment provided for in the Program. Fiscal Council The members of the Fiscal Council of BB Seguridade have the right to a monthly fixed compensation, corresponding to 10% (ten percent) of the monthly average of the amounts paid to the members of the Statutory Board, besides the mandatory reimbursement of the expenses for transportation and accommodation necessary for the performance of the duty (Bylaws, Article 35, paragraph 6). Audit committee The members of the Audit Committee of BB Seguridade have the right to a monthly fixed compensation not in excess of the average monthly compensation of the Statutory Board Members. (Article 32, paragraph 3, item I) (ii) proportion of each item in total compensation Board of Directors The totality of the compensation of the members of the Board of Directors of the Company is composed of a monthly fixed installment. Statutory Board Fees: 44% 13th salary: 4% Variable Remuneration of the Executive Board: 42% Direct and indirect benefits: 10% Fiscal Council The totality of the compensation of the members of the Fiscal Council of the Company is composed of a monthly fixed installment. Audit committee The totality of the compensation of the members of the Audit Committee of the Company is composed of a monthly fixed installment.

20 (iii) components calculation and adjustment methodology of each one of the remuneration Board of Directors The adopted amount shall not exceed 10% of the average monthly amount paid to the members of the Statutory Board members and annually approved at the AGO. (Law 9,292/96) Statutory Board The compensation of the Statutory Board is set by the Board of Directors, limited to the global compensation approved at the AGO. Direct and indirect benefits: is set by the Board of Directors, limited to the global compensation approved at the AGO. Variable compensation: is set by the Board of Directors, limited to the global compensation approved at the AGO. Fiscal Council The adopted amount shall not exceed 10% of the average monthly amount paid to the members of the Statutory Board members and annually approved at the AGO, besides the mandatory reimbursement of the transport and accommodation expenses necessary to the performance of the duty. Audit committee The adopted amount is set by the Board of Directors, according to the working plan approved by the Board, not exceeding the average monthly compensation of the Statutory Board members. (iv) reasons that justify the composition of the compensation Board of Directors The compensation of the Board members refers to the responsibilities taken, the time spent in their duties, their competence and professional reputation. Statutory Board The Company believes that the remuneration of the Statutory Board members values their responsibilities, time devoted to their duties, their competence and professional reputation and the value of their services on the market. Variable compensation: aims to recognizes the principals' efforts in the construction of the results achieved, besides motivation for attainment of the performance indicators. Fiscal Council The compensation of the Fiscal Council members is set at the Shareholders Meeting of the Company, according to article 35, paragraph 6 of its Bylaws. It aims at compensating the services rendered to the Company.

21 Audit committee The composition of the remuneration is attributed by decision of the Board of Directors and seeks to remunerate the services rendered to the Company. (c) Key performance indicators that are taken into account in determining each remuneration component Board of Directors The compensation is fixed and is not tied to performance indicators. Statutory Board The fixed compensation of the Statutory Board members is not tied to any performance indicator. On its turn, the amount to be attributed in the scope of the Share-Based Payment of the Company shall result from the process for the assessment of each member and the results achieved by the Company. The assessment of the competencies of the top management of BB Seguridade is carried out every six-month period, as follows: the CEO is assessed by the Chairman of the Board of Directors, and the Executive Officers are assessed by the CEO of the Company. It is also used the corporate climate survey as criteria for setting the share-based payment, because it is a measurement that is representative of the leadership style adopted by the manager, which addresses issues related to participatory management, fairness, feedback, cooperation and communication in the work environment. The individual performance of the Management members, for the purposes of the share-based payment, is composed of the weighting between the performance criteria: 70% for the assessment of competence, and 30% for the management style (corporate climate survey). The members of the Board of Directors also participate in the joint assessment process, assessing the Board of Executive Officers as a whole, annually, in compliance with CGPAR Resolution 3/2010. For the assessment of the Business Unit of the company, the template of the Bargaining/Employment Agreement is adopted, which is based on the principles and perspectives of the Balanced Scorecard, a tool used by the Controlling Shareholder (Banco do Brasil) to assess its units, with the adaptations necessary to the particularities of the Company. In this instrument, the Company unfolds in goals its Corporate Strategy, measuring every six - month period the performance of its Business Units. In relation to the performance of the Company as a whole, the indicator of adjusted return on average equity is adopted. In its calculation, the book net income of the Company is adopted, free from nonrecurring events. So the performance assessment of the Statutory Board of BB Seguridade, for purposes of share-based payment, is composed of a weighting between the criteria provided in the following table:

22 Evaluation Level Performance Criteria Individual Business unit Assessment of competences (70%) Corporate Climate Survey (30%) Fulfillment of the Bargaining/Employment Agreement BB Seguridade Participações S.A. Adjusted ROAE of BB Seguridade Collegiate evaluation Score assigned by the Company s Board of Directors For activating the Program, it is necessary the minimum fulfillment set for each one of the indicators of the table below, the amount of fees to be distributed to each management member being equivalent to the simple rule of three, weighted by the indicator weights. Pesos Minimum Maximum CEO Directors Amount of fees Adjusted ROAE (*) 37% 41% 60% 40% Fulfillment of the Bargaining/Employment Agreement (**) Individual performance evaluation (***) % 30% % 20% Collegiate performance evaluation % 10% (*) Goal aligned w ith the Guidance Released by the Company, in compliance w ith the CVM instruction 480. The minimum and maximum amounts refer to w hat is provided for in the guidance in effect as of the date w hen this section w as prepared, being subject to change. (**) Score internally adopted by the Company, w ith scale betw een 100 and 600 points. (***) Scale of 1 to 5 points Fiscal Council The compensation is fixed and is not tied to performance indicators. Audit committee The compensation is fixed and is not tied to performance indicators.

23 (d) As the compensation is structured in such a way as to reflect the increase in the performance indicators Board of Directors The compensation is fixed and is not tied to performance indicators. Statutory Board It is structured so that the distribution of Variable Remuneration, accountable for up to 50% of the total annual remuneration, is contingent upon the attainment of the target defined by the Board of Directors. The release of the share-based payment installments deferred to the following years depends on the performance attained in the following years, which collaborate to the alignment of interests of the Officers with those of the Company. Fiscal Council The compensation is fixed and is not tied to performance indicators. Audit committee The compensation is fixed and is not tied to performance indicators. (e) How the compensation policy or practice is aligned with the short, medium and long-term interests of the issuer The Compensation Program of the Board of Executive Officers of BB Seguridade is aimed aligning the interests of the administration personnel with the objectives of the Company, seeking gains by the commitment of the management members to the short and medium-term results. Additionally, the Share-based program was created, 50% of which is paid in shares, stimulating the Statutory Officers to seek the creation of value to the Company with sustainability in the long term. (f) Existence of remunerated supported by subsidiaries or direct or indirect controlling shareholders As of the date of preparation of this Reference Form, the Management members were exclusively compensated for the respective duties performed in the Company. (g) Existence of any remuneration or benefit linked to the occurrence of a particular corporate event, such as the disposal of the issuer's controlling interest Not applicable, as there is not any compensation component of the Company s management member tied to corporate events.

24 Overall compensation to the Board of Directors, Statutory Board and Fiscal Council On March 28 th, 2013, it was approved at the Extraordinary Shareholders Meeting the limit of the annual global compensation of management members. The Board of Directors of the Company approved the detailing of this compensation, as follows: Table 1 Total compensation for 2013 annual amounts Board of Directors Statutory Board Fiscal Council Total Number of members Annual fixed remuneration Salary or Director Compensation 258,607.12* 2,068, , ,482, Direct and indirect benefits N/A 441, N/A 441, Participation in committees N/A N/A N/A N/A Others N/A N/A N/A N/A Description of other fixed compensation N/A N/A N/A N/A Variable compensation Warrants N/A N/A N/A N/A Profit sharing N/A 924, N/A 924, Participation in meetings N/A N/A N/A N/A Comissions N/A N/A N/A N/A Others N/A N/A N/A N/A Description of other fixed compensation N/A N/A N/A N/A Post-employment N/A N/A N/A N/A Cessation of the job position N/A N/A N/A N/A Share-based N/A 924, N/A 924, Total compensation 258, ,358, , ,771, * The chairperson of the Board of Directors of the Company w aived his right to the compensation, reason w hy the average compensation w as estimated based on five members (including the chairman, the Board of the Company currently has six members).

25 Table 2 - Total remuneration provided for the year 2014 annual values Board of Directors Statutory Board Fiscal Council Total Number of members Annual fixed remuneration Salary or Director Compensation 374, ,206, , ,733, Direct and indirect benefits N/A 757, N/A 757, Participation in committees N/A N/A N/A N/A Others N/A N/A N/A N/A Description of other fixed compensation N/A N/A N/A N/A Variable compensation Warrants N/A N/A N/A N/A Profit sharing N/A 1,018, N/A 1,018, Participation in meetings N/A N/A N/A N/A Comissions N/A N/A N/A N/A Others N/A N/A N/A N/A Description of other fixed compensation N/A N/A N/A N/A Post-employment N/A N/A N/A N/A Cessation of the job position N/A N/A N/A N/A Share-based N/A 1,018, N/A 1,018, Total compensation 374, ,000, , ,527,370.40

26 Variable compensation of Board of Directors, Statutory Board and Fiscal Council Share-based Payment for 2013 Board of Directors Statutory Board Fiscal Council Total Number of associates In relation to the bonus (R$) Minimum value established in the compensation plan Maximum value established in the compensation plan Value established in the compensation plan - targets reached Amount effectively recognized N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A In relation to profit sharing (R$) Minimum value established in the compensation plan Maximum value established in the compensation plan Value established in the compensation plan - targets reached N/A 924, N/A 924, N/A 1,848, N/A 1,848, N/A 1,848, N/A 1,848, Amount effectively recognized N/A 1,848, N/A 1,848, * Amount related to the advance to officers, in 10/2013.

27 Variable Remuneration estimated for the year 2014 Board of Directors Statutory Board Fiscal Council Total Number of associates In relation to the bonus (R$) Minimum value established in the compensation plan Maximum value established in the compensation plan Value established in the compensation plan - targets reached N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A Amount effectively recognized N/A N/A N/A N/A In relation to profit sharing (R$) Minimum value established in the compensation plan Maximum value established in the compensation plan Value established in the compensation plan - targets reached N/A 1,018, N/A 1,018, N/A 2,036, N/A 2,036, N/A 2,036, N/A 2,036, Amount effectively recognized N/A N/A N/A N/A

28 Share-based compensation plan of the Board of Directors and Statutory Board a. general terms and conditions The Share-based Payment of the Company provides for compensation based on shares to its officers, as resolved by the Board of Directors. There is no resolution on share-based payment to the Board of Directors. The Compensation Program of the Board of Executive Officers was originally approved at the meeting of the Board of Directors held on March 28 th, 2013, the Annual Shareholders Meeting (AGO, in Portuguese) having, on the same date, set the global compensation ceiling of the Company Management. At the meeting of December 20, 2013, the Board of Directors set the distribution of the compensation amounts. As of the date of this Form, the amounts set by the Board of Directors were pending approval from the DEST and the Ministry of Finance. The Compensation Program item that deals with the share-based payment was prepared with the objective of aligning the interests of the management with those of shareholders, besides aligning the Share-based Payment Program of BB Seguridade with the program adopted by its Controlling Shareholder. The Program provides for the share-based payment to the members of the Board of Officers, at a percentage equivalent to up to 50% of the global compensation. Of this percentage, 50% shall be paid in cash, and the remaining portion in shares issued by the Company itself. Of the amount to be paid in shares, the percentage of 20% shall be immediately transferred to the beneficiaries, and the remaining shall be deferred in equal percentages over four years. The amount of the share-based payment to be received by each Officer varies between six and twelve monthly salaries. It should be noted that the Compensation Program provides for payment exclusively in local currency and payments backed by shares, and does not contain any guarantee in stock options or other convertible securities. b. main objectives of the plan The share-based payment plan of the Company is mainly aimed at aligning the interests of the key personnel of Management with the objectives of the Company, based on the best practices of Corporate Governance and the market. c. the way how the plan contributed for such objectives Compensate the management members with the shares of the company itself stimulate them to achieve better results and the valuation of the shares in the market. The release of the sharebased payment installments deferred to the following years depends on the performance attained in the following years, which collaborate to the alignment of interests of the Officers with those of the Company. d. how the plan is inserted in the Company s compensation policy The Share-based Payment Program of the Board of Executive Officers provides for payments in cash (50%) and in shares (50%). e. how the plan aligns the interests of the officers to those of the Company in short, medium and long term As detailed in item 13.1, the portion of the share-based payment provides for the immediate transfer of the ownership to the beneficiaries of 20% of total. The remaining is deferred in equal percentages of 20% over four years, and its release is conditioned to the future performance of the Company, which aligns the interests of management members.

29 f. maximum number of shares covered The number of shares shall be defined according to the average price and based on achieved results. g. maximum number of options to be granted Not applicable. The compensation is based only on shares. h. share acquisition conditions The shares shall be acquired in the market, after the formal authorization from the Brazilian Securities Exchange Committee (CVM, in Portuguese), annually, in the period between the determination of the indicators comprising the Bargaining/Employment Agreement and the (seven) business days that prior to the share-based payment. The daily volume of acquisitions shall not exceed 20% of the daily average traded at the stock exchange over the latest five trading sessions, considering the acquired ones through occasional share repurchase program, which is in effect. There shall be no acquisition over the quiet period and in the period between the announcement date and the base date of dividends. i. criteria for fixation of the acquisition price or exercise The price to be set for the shares to be acquired shall be obtained based on the average price of BBSE3 shares of the week prior to the payment date, after setting the amount to be paid. j. criteria for fixation of the exercise term Not applicable. The compensation is based only on shares. k. settlement method Not applicable. l. restrictions to the transfer of shares Reduction in results at a percentage equal to or higher than 20% shall imply proportional or total reversion of the payment in shares provided for in the Program. m. criteria and events that, when checked, will cause the suspension, change or extinction of the plan The non-fulfillment of the projected results, especially the adjust ROAE, will cause the nonpayment of the compensation to the management members, in cash or shares. n. effects of the removal of the officer from the Company s bodies on its rights provided for in the share-based compensation plan The members of the Board of Executive Officers who resign or are removed, as well as in the case of retirement or death, shall have their shares released in the originally scheduled terms.

30 Interest in shares, quotas and other securities convertible into shares or quotas, held by the Management and Fiscal Council members by body Year ended December 31, 2013 BB Seguridade shares Board of Directors 0 Executive board 0 Fiscal Council 0 Total 0 Year ended December 31, 2013 Banco do Brasil shares Board of Directors 5,592 Executive board 1,538 Fiscal Council 1,994 Total 9,124

31 Share-based compensation of the Board of Directors and of the Statutory Board Not applicable to the Board of Directors. The share-based payment applies only to the Board of Executive Officers. The year 2013 shall be the first in which the share-based payment is made to the members of the Statutory Board of BB Seguridade Participações S.A. The payment for that year is expected to be made in March 2014, therefore, after the base date of this Reference Form. The purchase of shares will be made after the disclosure of the results for 2013 and after the allocation of the dividends to shareholders. For the year 2014, the share-based payment is also expected to be made in the Company s shares to management members. However, as of the date of this Form, the involved amounts were not yet set. Share-based remuneration estimated for the current year (2013) Board of Directors Statutory Board Number of members - 04 Granting of stock options - Not Applicable Grant date - Not Applicable Number of options granted - Not Applicable Term for the options to become exercisable - Not Applicable Maximum term for the exercise of options - Not Applicable Term of restriction to the transfer of shares - 4 years Weighted average exercise price: - Not Applicable (a) Options outstanding at the beginning of the fiscal year - Not Applicable (b) Options lost during the fiscal year - Not Applicable (c) Options exercised during the fiscal year - Not Applicable (d) Options expired during the fiscal year - Not Applicable Fair value of options on the date of granting (R$ thousand) - Not Applicable Potential dilution in case of exercise of all options granted - Not Applicable

32 Information on outstanding shares held by the Board of Directors and Statutory Board Not applicable. There is no variable remuneration based on Company s stock options.

33 13.8 Options exercised and shares delivered relating to the share-based compensation of the Board of Directors and of the Statutory Board Not applicable. There is no variable remuneration based on Company s stock options.

34 Information required to understand the data disclosed in items 13.6 to 13.8 Pricing method of the value of shares and options After determining all the program indicators and further definition of the individual amount of each officer, the taxes due will be withheld and the total net value will be used by the BB Seguridade for purchase of shares in the market. This purchase operation occurs in conformity with CVM regulations. At the end of the purchase operation, the average price of the acquired shares is calculated. The average price is considered for the payment of compensation to all the beneficiaries. Of the total allocated to the share-based payment, 50% shall be paid in cash, and 50% in shares of BB Seguridade (BBSE3). Of the total paid in shares, 20% shall be immediately transferred to the ownership of the beneficiary, and 80% shall be deferred, of which 20% for the period of one year, 20% for the period of two years, 20% for the period of three years, and 20% for the period of four years.

35 Information on pension plans granted to Board members and Statutory Board officers The statutory officers of the Company are career civil servants lent by Banco do Brasil who, upon taking the duties in the Company, have pension plans on the same conditions of the associates of its controlling shareholder.

36 Maximum, minimum and average individual compensation to the Board of Directors, Executive Board and Fiscal Council On March 28, 2013, the Annual Shareholders Meeting (AGO, in Portuguese) of the company approved the global compensation ceiling of R$ 6 million, including therein the compensation of the Board of Executive Officers, Board of Directors and Fiscal Council, composed as follows: - Board of Executive Officers: 4 (four) members; - Board of Directors: 6 (six) members; - Fiscal Council: 3 (three) members. The members of the Board of Directors of BB Seguridade have the right to a fixed compensation that shall not exceed 10% (ten percent) of the average monthly amount paid to the Statutory Officers. The Statutory Board has the right to a fixed compensation and other direct and indirect benefits, as follows: Corporate Health Plan of the parent company, 13 th salary, group life insurance, pension plan of the parent company, annual health evaluation and housing allowance (extraordinary). The share-based payment shall depend on the individual and joint performance, and of the results achieved by the Company annually. Compensation of each Fiscal Council working member will correspond to 10% of the average amount to be attributed as compensation to each Company s officer, not considering benefits, representation budget and profit sharing. In the following table, note that the chairman of the Board of Directors of the Company waived the right to his compensation, reason why the average compensation was calculated based on five members (including the chairman, the Company s Board currently has six members). Maximum, average and minimum compensation Board of Directors Statutory Board Fiscal Council Number of members Amount of the highest compensation Amount of the lowest compensation Average amount of compensation R$ 51, R$ 1,230,149.70¹ R$ 51, R$ 51, R$ 1,042,627.27² R$ 51, R$ 51, R$ 1,089,507.88³ R$ 51, ¹- It corresponds to the total annual compensation to the CEO of BB Seguridade in 2013 ²- It corresponds to the total annual compensation paid to an Officer of BB Seguridade in 2013 ³- The average value calculated is based on the ratio of R$ 4,358, per 4.00.

37 Compensation or indemnification mechanisms for the Management when removed from office or retired The Company has no contract arrangements, insurance policies or other instruments of compensation or indemnity for its Management members in case of dismissal or retirement. In case of retirement or removal from a position of any management member of the Company, the conditions provided for the other management members of the parent company shall apply, once all management members are employees from that company.

38 Percentage on the total compensation held by the Management and members of the Fiscal Council, who are the parent companies' related parties Year 2013 Board of Directors Statutory Board Fiscal Council Total remuneration of the body (R$)* 333, ,917, , Total remuneration of the members appointed by the controlling shareholder (R$) NA NA 89, Percentage of remuneration of the appointees in relation to the total amount paid NA NA 53.7%

39 Compensation of members of the board of directors and fiscal council, grouped by body, for any reason other than the position that they occupy None.

40 Compensation of management and members of the fiscal council recognized in the profit or loss of direct and indirect controlling shareholders, jointly-subsidiaries and subsidiaries of the issuer. BB Seguridade was established on December 20, 2012 and, in the period from that date to December 31, 2012, its Management was comprised only of Executive Board members. The members of the Fiscal Council were elected at the Shareholders Meeting of December 31, 2012, having the right to the compensation only in 2013 and the Board of Directors was established at the Shareholders Meeting of March 15, 2013, date when the respective board members took office. The members of the Board of Directors and Fiscal Council, appointed by the direct controlling shareholder of BB Seguridade, that is, by Banco do Brasil S.A. ( BB ) are career civil servants and compensated according to the positions they took in BB. Members appointed by the indirect controlling shareholder are public officials and paid by the Federal Government according to the positions held at that level. BB Seguridade only bears the monthly remuneration of the members for their participation in its collegiate bodies. Board members are paid monthly, regardless of the quantity of meetings, under the limits established by internal norms. The table below shows the amounts paid as remuneration received by the members of each body, which were borne by the direct controlling shareholder of BB Seguridade. Amounts in R$ Board of Directors ,426, Executive Board , ,225, Fiscal Council , , The table below shows the amounts paid as fees received by the members of each body, which were borne by companies controlled by BB Seguridade. Amounts in R$ Board of Directors , , Executive Board Fiscal Council , ,934.92

41 13.16 Other relevant information Share-based compensation plans of the Company All the information deemed relevant was disclosed in the above items.