Election of Member of the Board of Directors. 2013/2015 Term of Office. Dear Shareholders,

Transcription

1 Election of Member of the Board of Directors 2013/2015 Term of Office Dear Shareholders, Pursuant to Law 6.404, of December 15th, 1976, the BB Seguridade Participações S.A. s Bylaws and, according to items IV and V of the Call Notice, I present, for deliberation of this Meeting, for the position of member of BB Seguridade s Board of Directors, the following appointments: a) due to Mrs. Cláudia Costa Martinelle Wehbe s resignation, on August 15th, 2013, and, according to letter sent by the Finance Ministry, I indicate Mr. Fábio Franco Barbosa Fernandes 1, Brazilian, married, public servant, bearer of identification document number , issued by SSP DF, CPF , appointed by the Board of Directors on August 29th, 2013, according to article 19, paragraph 2 of BB Seguridade s Bylaws, as representative of the Finance Ministry, to complete the 2013/2015 term of office; Brief Résumé: Undersecretary of the Finance Ministry for Economic Affairs since June/11. Worked as a consultant at the undersecretariat for economic affairs from January/09 to June/11, as a member of the Fiscal Council of BB Administradora de Consórcios since April/10, and has already worked as a member of the Fiscal Council at Banco Panamericano S.A. from January/12 to August/13 and at Nossa Caixa Capitalização S.A. from July/10 to July/12. b) due to Mr. Marco Antônio da Silva Barros resignation, on June 25th, 2013, I indicate Mr. Ivan de Souza Monteiro, Brazilian, married, engineer, bearer of identification document number , issued by DETRAN RJ, CPF , appointed by the Board of Directors on August 9 th, 2013, according to article 19, paragraph 2 of BB Seguridade s Bylaws, as representative of Banco do Brasil, to complete the 2013/2015 term of office. Brief Résumé: Vice-President of Financial Management and Investor Relations of Banco do Brasil since September/11. Worked as Vice-President of Finance, Capital Market and Investor Relations of Banco do Brasil from June/09 to September/11, Commercial Director of Banco do Brasil from May/09 to June/09, General Manager of Banco do brasil 1 The information required by the CVM Instruction 481/09, article 10, is in Annex 1 of this document.

2 New York from January/08 to May/09, General Manager of Banco do Brasil Lisbon from February/07 to January/08, sitting member of Votorantim Participações S.A. s Board of Directors since March/10, Vice-President of BB Banco de Investimento S.A. since February/12 and also member of the Deliberative Council of Previ Caixa de Previdência dos Funcionários do Banco do Brasil since June/09. For your consideration. On November 1st, 2013 Alexandre Corrêa Abreu Chairman of the Board of Directors

3 ANNEX 1 ELECTION OF MEMBERS BOARD OF DIRECTORS AND FISCAL COUNCIL Article 10 of CVM Instruction 481/09

4 12.6 Directors and members of the Fiscal Council of BB Seguridade Board of Directors a) Name b) Age 1 c) Profession d) CPF e) Position f) Election g) Investiture h) Term of Office i) Other positions at BB Seguridade Vice-Chairman of Ivan de Souza Monteiro 52 Bank Employee the Board of / Directors Fábio Franco Barbosa Fernandes 1 On 11/14/ Manager Sitting member of the Board of Directors / j) Appointment Elected by the controller Banco do Brasil S.A.. Elected by the indirect controller Ministry of Finance. Fiscal Council a) Name b) Age 1 c) Profession d) CPF e) Position f) Election g) Investiture Sitting Pablo Fonseca Pereira dos member of 37 Civil servant Santos the Fiscal Council 1 On 11/14/2013 h) Term of Office i) Other positions at BB Seguridade 2013/ j) Appointment Appointed by the indirect controller Ministry of Finance 12.7 Composition of statutory committees and the audit, financial and remuneration committee Justification for the missing information: The Company has neither the Audit Committee nor the Financial and Risk Committee installed yet Managers and members of the Fiscal Council Board of Directors: Name: Ivan de Souza Monteiro a.i Résumé, containing the main professional experiences during the last 5 years Company: BB Seguridade Participações S.A. Main activity of the company: Interest in other companies which are engaged in the following business: insurance, pension plans, premiun bonds, brokerage, dental care plans and transactions of reinsurance and retrocession. Position: Sitting member of the Board of Directors Function: Determine the general direction of the business of the Company and elect, remove, define the duties and inspect the management of the Officers. Period: since August/2013 Does the company belong to BB Seguridade Conglomerate? Yes Company: Banco do Brasil S.A. Main activity of the company: Multiple bank, with commercial portfolio. Position: Vice-President of Finance Management and Investor Relations. Period: since September/2011

5 Company: Banco do Brasil S.A. Main activity of the company: Multiple bank, with commercial portfolio. Position: Vice-President of Finance, Capital Market and Investor Relations. Period: from June/2009 to September/2011 Company: Banco do Brasil S.A. Position: Commercial Director Period: from May/2009 to June/2009 Company: Banco do Brasil S.A. Position: General Manager of Banco do Brasil New York Period: from January/2008 to May/2009 Company: Banco Votorantim Participações S.A. Main activity of the company: Multiple bank Position: Sitting member of the Board of Directors Period: since March /2010 Company: BB Banco de Investimentos S.A. Main activity of the company: Investment bank, stock market Position: Vice- President Period: since September/2011 Company: BB Banco de Investimentos S.A. Main activity of the company: Investment bank, stock market Position: Executive President Period: from June/2009 to September/2011 Company: Previ Caixa de Previdência dos Funcionários do Banco do Brasil Main activity of the company: Pension fund, closed pension fund entity Position: Sitting member of the Deliberative Council Period: since June/2009 Company: Ultrapar Main activity of the company: Chemistry-petrochemistry, fuel distribution, liquefied petroleum gas (LPG) distribution Position: Sitting member of the Board of Directors Period: since March/2013 Company: CPFL Energia S.A. Main activity of the company: Energy sector

6 Position: Sitting member of the Board of Directors Period: from April/2011 to March/2013 Company: MAPFRE BB SH2 Participações S.A. Main activity of the company: Insurance Position: Alternate member of the Board of Directors Period: since June/2013 Does the company belong to BB Seguridade Conglomerate? Yes a.ii Identification of all the administration positions that has occupied in public companies (including the period before the past 5 years): Information is available in the previous item. The following companies are public: Banco do Brasil S.A.; Banco Votorantim S.A.; Ultrapar; CPFL. b. Description of any of the following events that occurred in the previous 5 years: - any criminal conviction: no occurrence; - any conviction in administrative process of CVM and penalties applied: no occurrence; - any final unfavorable judicial or administrative ruling, which has resulted in suspension or impediment to the exercise of any professional or commercial activity: no occurrence. Name: Fábio Franco Barbosa Fernandes Company: Ministry of Finance Position: Undersecretary for Economic Affairs Main duties: Chief of the area responsible for the consultancy of the decision-making process on legal and infralegal measures of Ministry of Finance s interest; coordination of studies related to bills, provisional measures, decrees and other regulatory acts Period: since June/11 Company: Ministry of Finance Position: Consultant at the Undersecretariat for Economic Affairs of the Executive Secretariat Main duties: Consultancy of the decision-making process on legal and infralegal measures of Ministry of Finance s interest; coordination of studies related to bills, provisional measures, decrees and other regulatory acts Period: from January/09 to June/11 Company: BB Administradora de Consórcios S/A Position: Member of the Fiscal Council Main duties: Working at the Fiscal Council, according to legal and statutory duties and internal rules of the company Period: since April/10 Company: Banco Panamericano S/A Position: Member of the Fiscal Council Main duties: Working at the Fiscal Council, according to legal and statutory duties and internal rules of the company Period: from January/12 to August/13 Company: Nossa Caixa Capitalização S/A Position: Member of the Board of Directors Main duties: Working at the Board of Directors, according to legal and statutory duties and internal rules of the company

7 Period: from July/10 to February/12 Does the company belong to BB Seguridade Conglomerate? Yes a.ii Identification of all the administration positions that has occupied in public companies (including the period before the past 5 years): Information available in the previous item. - Banco Panamericano S/A b. Description of any of the following events that occurred in the previous 5 years: - any criminal conviction: no occurrence; - any conviction in administrative process of CVM and penalties applied: no occurrence; - any final unfavorable judicial or administrative ruling, which has resulted in his suspension or impediment to the exercise of any professional or commercial activity: no occurrence. Fiscal Council: Name: Pablo Fonseca Pereira dos Santos a.i Résumé, containing the main professional experiences during the last 5 years Company: Ministry of Finance Position: Economic Monitoring Secretary Period: since October/2013 Main activity of the company: Body of the Federal Public Administration Company: Ministryof Finance Position: Assistant Secretary of Economic Policy Period: from February/2011 to October/2013 Main activity of the company: Body of the Federal Public Administration Company: BB Tecnologia e Serviços Position: Chairman of the Board of Directors; Period: since May/2011 Main activity of the company: ITO and BPO Company: NOVACAP Positio: Member of the Board of Directors Period: from May/2013 to September/2013 Main activity of the company: Body of the Indirect Public Administration of Distrito Federal Government Company: Ministry of Planning, Budget and Management Position: Economic Consultant Minister s Office Period: from September/2009 to February/2011 Main activity of the company: Body of the Federal Public Administration

8 a.ii Identification of all the administration positions that has occupied in public companies (including the period before the past 5 years): b. Description of any of the following events that occurred in the previous 5 years: - any criminal conviction: no occurrence; - any conviction in administrative process of CVM and penalties applied: no occurrence; - any final unfavorable judicial or administrative ruling, which has resulted in his suspension or impediment to the exercise of any professional or commercial activity: no occurrence Existance of marital relationship, common-law marriage or kinship up to the second degree between: a. managers of BB Seguridade b. (i) managers of BB Seguridade and (ii) managers of direct or indirect controlled companies, BB Seguridade c. (i) managers of BB Seguridade or its direct or indirect controlled companies and (ii) direct or indirect controllers of BB Seguridade d. (i) managers of BB Seguridade and (ii) managers of the direct or indirect controllers of BB Seguridade Justification for not filling the board: There is no marital relation, common-law marriage or kinship up to the second degree related to managers, controlled companies and controllers of the Company Subordination, service or control relations, during the last three fiscal years Subordination, service or control relations, during the last three fiscal years, between the Company s managers and: a. direct or indirect controlled company, by BB Seguridade: Fiscal Council Member of the Council Pablo Fonseca Pereira dos Santos CPF: Related Party: BB COR Participações S.A. CNPJ: / Position: Alternate member of the Fiscal Council Kind of relation of the Manager with the Related Party: Controlled company Kind of Related Party: Direct Controlled Company Financial Year: 12/31/2012

9 b. direct or indirect controller of BB Seguridade Board of Directors Member - Ivan de Souza Monteiro CPF: Related Party: Banco do Brasil S.A. CNPJ: / Position: Vice-President of Finance Management and Investor Relations Kind of Relation of the Manager with the Related Party: Control Kind of Related Party: Direct Controller Financial Year: 12/31/2010, 12/31/2011 and 12/31/2012 Fiscal Council Sitting Member Pablo Fonseca Pereira dos Santos CPF: Related Party: Ministry of Finance CNPJ: / Position: Undersecretary for Economic Affairs Kind of Relation of the Manager with the Related Party: Subordination Kind of Related Party: Indirect Controller Financial Year: 12/31/2011 e 12/31/2012 c. supplier, client, debtor or creditor of the Company, its controlled or controlling companies, or controlled entities of any of these persons There aren t any.