Banco do Brasil's Manual for Shareholders Participation in the Ordinary and Extraordinary Shareholders Meetings on April, 2018.

Transcription

1 Banco do Brasil's Manual for Shareholders Participation in the Ordinary and Extraordinary Shareholders Meetings on April, 2018.

2 1. Introduction This manual presents to shareholders information on the functioning of the Banco do Brasil s Shareholders Meetings and instructions for their participation and voting. In order to allow careful analysis for decision making, detailed and up-to-date information on each subject to be discussed is attached to this manual. 2. Information of the Ordinary and Extraordinary Shareholders Meetings In compliance with article 132 of Law 6404/76, the joint stock company must hold an Ordinary Shareholders' Meeting annually in the first four (4) months following the end of its fiscal year. Other matters of interest to the Company shall be discussed and resolved at an Extraordinary Shareholders' Meeting, which may be convened and held, cumulatively at the Ordinary Shareholders Meeting, on the same date, place and time, with instrumentation in a single minutes, as provided for in Article 131, Sole paragraph of Law 6404/76. In this context, Banco do Brasil will hold an Ordinary and Extraordinary Shareholders Meeting on April 25, 2018, pursuant to the Call Notice published in the Official Journal of the Federal Government and the Valor Econômico newspaper on March 23rd, 26th and 27th, 2018, to following matters: a) Ordinary Shareholders Meeting I. to take note of the management accounts, to examine, to discuss and to vote the Company s 2017 financial statements II. to deliberate about the destination of the net income from the 2017; III. to elect the Board of Directors member; IV. to establish the Fiscal Council remuneration; V. to establish the overall annual amount of the remuneration of the members of the management bodies; VI. to establish the Audit Committee remuneration. b) Assembleia Geral Extraordinária I. to deliberate about Banco do Brasil s Bylaws review;

3 II. III. to deliberate about the creation of the Matching Program for the Executive Board members; to deliberate about the trading of the Company s treasury shares. 3. Quorums of installation and deliberation The General Meeting shall be convened at the first call with the attendance of shareholders representing at least ¼ (one-quarter) of the voting capital and, on second call, with any number, subject to the exceptions provided for in the legislation, in accordance with article 125 of Law 6404/76. The doors of the Auditorium will be closed punctually at 3:00 p.m. and no later entry will be allowed. The Extraordinary Shareholders' Meeting that aims at the amendment of the Bylaws, as in the present case, is installed, on first call, with the attendance of shareholders representing at least 2/3 (two thirds) of the voting capital and, on second call, with any number, in accordance with article 135 of Law 6404/76. Pursuant to Article 9, paragraph 2, of the Banco do Brasil s Bylaws (available in at Extraordinary Shareholders Meetings, this will be exclusively the object declared in the call notice, and general matters shall not be included in the agenda. The resolutions, subject to the exceptions provided by law, shall be decided by an absolute majority of votes, not counting blank votes, according to article 129 of Law It should be noted that, for voting purposes, the Banco do Brasil system is envisaged to consider blank votes as "invalid". 4. Shareholder Participation a) In person The shareholder may declare his vote in person, attending the date and place scheduled for the Meeting, at least 30 minutes in advance of the time designated for the beginning of the work for the purposes of accreditation, bearing an identity document and, in the case of holders of registered shares or in custody, proof issued by the depositary financial institution.

4 b) Power of Attorney The shareholder must legally authorize a representative to vote, according to his voting intentions, according to the model of proxy available in Attachment 2, whose regularity will be examined before the beginning of the Shareholders Meetings. In order to expedite the process, the documents may be sent previously for analysis by Banco do Brasil at SAUN, Quadra 5, Bloco B, Ed. Banco do Brasil, Torre Norte, 16º andar - Brasília-DF, CEP: c) Distance Voting The shareholder may exercise his / her vote by completing and delivering the distance vote bulletin (Bulletin), according to the model provided in Attachment 3, pursuant to the Article. 21-A and following of CVM Resolution 481/2009. The deadline for receipt of the Bulletin, at Banco do Brasil, ends on April 19, 2018 (inclusive), and the shareholder must observe the following instructions for delivery: I. Shareholders holding shares deposited in Banco do Brasil, as shares depositary. The bulletin may be delivered to one of the Banco do Brasil's branches of Banco do Brasil, during local banking hours, with a certified copy of an identification document, as follows: i. Individual: identity with photo and proof of residence issued less than 90 days before; ii. Companies/Investment funds: bylaws/social contract/regulation, representation supporting documents and representative identity; and iii. Shareholders living abroad: in addition, documents proving resource origin will be required, in accordance with CMN Resolution No. 4,373/14, Law No. 4,131/62 and other related legislation.

5 II. Shareholders holding shares deposited in B3 Brasil, Bolsa, Balcão: through voting instructions transmitted by the shareholders to their respective custodian agents.. In that case, the distance vote shall be exercised by the shareholders in accordance with the procedures adopted by the institutions and/or brokers in which they hold their positions in custody; III. Holders of ADRs: Holders of American Depositary Receipts (ADRs) will be granted the right to vote on the matters of the order of the day, according to the same criteria applied in relation to national investors, according to the type of shares in which their ADRs are backed; IV. All shareholders: the Bulletin can be directly sent to Banco do Brasil SA, exclusively by postal mail, to the following address: SAUN, Quadra 5, Bloco B, Ed. Banco do Brasil, Torre Norte, 16º andar Brasília-DF, CEP: Electronic submissions will not be considered. Once the deadline for receipt of the Bulletin by the Banco do Brasil, the shareholder can only change his voting instruction if he is present at the Shareholders Meeting or represented in it by proxy, requesting a disregard of voting instructions sent previously through the bulletin, before the start of voting on the respective matters. 5. Election a) Multiple vote: under the terms of Article 141 of Law 6404/76, shareholders representing at least 0.1 (one tenth) of the voting capital stock, whether or not provided for in the bylaws, are entitled to request the adoption of the a multiple vote process, with each share being assigned as many votes as the members of the board, and the shareholder having the right to cumulate the votes in one candidate or to distribute them among several. b) Voto em separado: poderão eleger ou destituir membros do Conselho de Administração pelo processo de votação em separado somente os acionistas que comprovarem a titularidade ininterrupta da participação acionária durante o período mínimo de 3 (três) meses imediatamente anteriores à data de realização da Assembleia Geral, conforme Artigo 141, 6º da Lei 6.404/76. Separate vote:

6 only shareholders who prove uninterrupted ownership of the shareholding during the minimum period of three (3) months immediately prior to the date of the General Meeting may elect or remove members of the Board of Directors through a separate voting process, pursuant to Article 141, paragraph 6 of Law 6404/76. Obs.: Note: Specifically at the Annual General Meeting to be held on , the multiple vote process will not be applicable, considering that the order of the day provides for the election to fill only one vacancy on the Board of Directors, with a single candidate nominated by the majority shareholder, pursuant to article 18, paragraph 2, II, of the Bylaws of Banco do Brasil. 6. Attachments Attachments 1 Voting Instructions; Attachments 2 Power of Attorney Models; Attachments 3 Distance Vote Bulletins; For clarification of doubts, Banco do Brasil provides a channel for attending the shareholder via secex.assembleia@bb.com.br.

7 ATTACHMENTS 1

8 DELIBERATION OF THE MANAGEMENT ACCOUNTS AND FINANCIAL STATEMENTS - Fiscal Year 2017 Shareholders, Pursuant to Law 6,404/76 and the Banco do Brasil Bylaws, I submit to deliberation by this Shareholders Meeting the management accounts and the Company s financial statements related to fiscal year Brasília (DF), March 23 rd, Paulo Rogério Caffarelli Board of Director Member

9 TRADING OF TREASURY SHARES OF THE BANCO DO BRASIL S.A. (BB) Shareholders, BB holds approximately 80.4 million shares in treasury. Shares held in treasury do not have voting rights or cash benefits of any kind, and shall be disregarded in the counting of the installation and deliberation quorums provided for in Law 6404/1976. In addition, while held in treasury, own shares reduce the Shareholders' Equity of the Company by the amount spent on its acquisition. It should also be noted that Article 10 of Banco do Brasil's Bylaws, in accordance with Decree 1091/1994, defines that, in addition to the duties provided for in Law 6404/1976, it shall be the responsibility of the Shareholders' Meeting to resolve on corporate acts involving the trading of own shares. In view of the foregoing, pursuant to article 10, items I and III of the Banco do Brasil's Bylaws, I hereby submit to the deliberation of this Shareholders' Meeting the following proposal: i) authorization to trade the shares issued by Banco do Brasil held in treasury, by means of any operation contemplated in article 10 of the Bylaws of BB, up to the limit of 64 million shares; and ii) authorization to the Board of Directors to define and implement the best transactional structure for this negotiation, in view of the dynamism of the market and the flexibility and speed necessary to safeguard the interests of Banco do Brasil and all its shareholders. Pursuant to Article 20-B of CVM Regulation 481, dated December 17, 2009, the information provided in Attachment 20-B of the Instruction was provided to shareholders. Brasília (DF), March 23 rd, Paulo Rogério Caffarelli Board of Directors member

10 Attachment 20-B CVM REGULATION 481, DATED DECEMBER 17, 2009 TRADING OF OWN SHARES 1. Justify in detail the objective and expected economic effects of the operation: R: The trading of the treasury shares of Banco do Brasil (BB) is in line with BB's commitment to strengthen its capital structure, as well as to increase its expectation of future returns and results. 2. Inform the number of shares (i) outstanding and (ii) already held in treasury: R: BB had, on February 28, 2017, 1,299,645,342 outstanding shares and 80,422,576 treasury shares. 3. Inform the number of shares that may be acquired or sold: R: BB intends to negotiate the amount of up to 64.0 million shares. 4. Describe the main characteristics of the derivative instruments that the company may use, if any: R: Once approved by the Extraordinary Shareholders Meeting (AGE), the transactional structure of the treasury shares will be defined and implemented by the Board of Directors (CA), at which time the possibility of using derivative instruments would be evaluated. 5. Describe, if any, any agreements or voting guidelines existing between the company and the counterparty of the transactions: R: There is no counterpart defined so far. 6. In case of transactions trading out of securities markets, it should be informed: a. Maximum price (minimum) which the shares will be acquired (alienadas); and b. if this is the case, the reasons to justify the trading of prices under 10% (ten per cent) c. higher, in the case of acquisition, or more than 10% (ten percent) lower, in the case of sale, to the weighted average volume quoted on the previous 10 (10) trading sessions; R: If the CA approves a transactional trading structure carried out outside organized securities markets, then the values and reasons addressed in items "a", "b" and "c" will be determined at that time.

11 7. Inform, if any, the impacts that the negotiation will have on the composition of the share control or the administrative structure of the company; R: There will be no impact on the composition of the share control, nor on the administrative structure of BB. 8. Identify the counterparties, if known, and in the case of a party related to the company, as defined by the accounting rules that deal with this subject, provide the information regarded by article 8 of this Regulation R: There is no counterpart defined so far. 9. Indicate the destination of the resources received, if applicable; R: They will be defined when the CA deliberation on the transactional structure of the negotiation. 10. Indicate the maximum period for the settlement of authorized transactions R: It will be defined when the CA deliberation on the transactional structure of the negotiation. 11. Identify institutions that will act as intermediaries, if any; R: It should be contracted to depend on the transactional structure to be defined by the CA. 12. Specify the resources available to be used, in the form of art. 7, paragraph 1, of CVM Regulation 567, dated September 17, R: Not applicable. It is about selling. 13. Specify the reasons why the members of the board of directors feel comfortable that the repurchase of shares will not affect the fulfillment of the obligations assumed with creditors nor the payment of mandatory, fixed or minimum dividends. R: Not applicable. It is about selling. Attachment 20-B included by CVM Regulation # 567, dated September 17 th, 2015.

12 MATCHING PROGRAM FOR THE EXECUTIVE BOARD MEMBERS Shareholders, I submit to this Shareholders Meeting appreciation: a) Pursuant to CVM Instruction #567, dated September 17th, 2011 and to article 10 item I, of the Banco do Brasil s Bylaws, it is incumbent upon the OSM to dispose, in whole or in part, about Banco do Brasil s shares. Therefore, I hereby submit to this Shareholders Meeting the creation and regulation of the Matching Program for Executive Board members, including positions of CEO, Vice- President and Director of Banco do Brasil. Information: I. Due to recomendation of the Board of Directors, in 2016, in order for the Remuneration Committee to reasses the reward criteria of the managers, studies were carried out with the support of specialized consultancy, whose result proposed the implementation of a Matching Program. The said program consists of a contemporary practice of retention of Directors of large companies. It is applied in conjuction with the Administrators Variable Remuneration Program (RVA), which provides payments in cash and in shares of the company; II. III. The Matching Program creates the possibility of converting a portion of the variable remuneration, originally due in cash and in kind, to receive shares in the company, in the future period, at the discretion of the Administrator. Such conversion is recognized as a retention program based on the granting of a bonus in the number of shares to be delivered after the vesting period, which period must be respected for the acquisition of the right; In view of the study carried out and was a way to seek the high level of retention and motivation of executives, strengthen the aligment of interests between the company and the beneficiary, as well as encourage high

13 performance culture and commitment to long-term results, the Board Approved a specific regulation for the Matching Program, December 1 st, 2017, covering the members of the Executive Board. IV. The specific regulation, contains the concepts, terms and rules of the program, the main ones being thus: a. Elegibility: Board of Officers members, including the positions of CEO, Vice- President and Banco do Brasil s Directors; b. Adeshion: the eligible public could voluntarily opt for participation in the Matching Program; c. Prerequisite: activation of the RVA Program, attainment of minimum of 100% of the indicator of Return on Equity adjusted RSPL and increase in the resul, in addition to the target of the indicator, sufficient to cover the amounts to be spent with Matching; d. Based in performance: linked to the achievement of the recurrent RSPL goal of the year prior to joining the Matching Program; e. Investiment: the Administrator should indicate the percentage of the amount received as an RVA, a portion that he wishes to invest in the Program, which may be 50%, 75% ou 100%; f. Vesting: the period between payment and receipt of the counterpart of Banco do Brasil is five years; g. Shares: the value would be converted into shares that would remain in the name of the Administrator and can not be traded during the vesting period, under penalty of losing the right to Matching; h. Rules of performance, investiment and output are detailed in the program regulation; V. The amount destined to the payment of the Matching Program will be proposed in the global amount, which defines the reward values to the Directors, for each payment year, to be submitted to the Board of Directors CA and to be approved by the Extraordinary Shareholders Meeting.

14 Brasília (DF), March 23 rd, Paulo Rogério Caffarelli Board of Directors Member

15 BANCO DO BRASIL S BYLAWS REVIEW Shareholders, The New Market Regulation of B3 - Brasil, Bolsa, Balcão (B3), effective as from January, 2018 (approved by the companies listed on June, 2017 and the Securities and Exchange Commission on September, 2017), demanded changes in the Banco do Brasil's (BB) Bylaws. BB's certification by B3 in the State-Owned Enterprises Governance Program on August, 2017 also led to improvements in the BB s Bylaws. At the same time, CGPAR Resolution No. 21 was issued by the CGPAR Interministerial Corporate Governance and Corporate Governance Committee - CGPAR, with guidance to members appointed by the controlling shareholder in the corporate bodies of state-owned companies. The continuous improvement of corporate governance practices, rewording and standardization complements the need to revise the Bylaws. In view of the foregoing, pursuant to Article 122, item 1, of Law 6404/1976, I hereby submit to the deliberation of this Shareholders' Meeting the proposed revision of the Banco do Brasil's Bylaws, detailed in the attached table and with the following main highlights related: Art. 9º Call notice and functions The caput of the article is being amended to conform to ICVM 559/2015 (article 8), which establishes a minimum period of 30 days for convening Shareholders Meetings in the case of institutions participating in Depositary Receipts (DR) programs, as is the case of BB. Art. 12º Investiture The New Market Regulation no longer requires the submission to B3 of the "Statement of Consent of the Directors to the New Market Regulation". On the other hand, it now determines that, at the the term of investiture, it should be subject to the arbitration clause of Bylaws. In view of this, the current paragraph 2 of this article is being replaced to provide that the term of investiture contemplates subjection to the arbitration clause referred to in Article 53 of the Bylaws, in accordance with the B3 New Market Regulation.

16 Art. 17º Disclosure and other requirements The article is being amended to provide for a change in the negotiation criteria with securities issued by BB by self-regulators, including the possibility of negotiations if a Trading Plan is drawn up at least six months in advance. Art. 33º Audit Committee In compliance with the requirements of the State-Owned Enterprises Governance Program and the New Market Regulation, it is proposed to insert in paragraph 2 a new item IV to indicate that at least one of the members of the Audit Committee shall be an independent management director, and a new paragraph 3, to provide that the same member may accumulate the characteristics of independent Board of Directors member and of recognized experience in corporate accounting and auditing. Art. 36º Internal Audit In compliance with CGPAR Resolution No. 21, Paragraph 2 is inserted, in order to record the term of the Internal Audit incumbent, which shall be three years, renewable for an equal period, and for a further 365 days, by decision of the Board of Directors. Art. 37º Ombudsman Office Also in compliance with CGPAR Resolution No. 21, it is proposed to adjust the term of the Ombudsman, equal to that of the Internal Audit incumbent (article 36) and to change the competence for his appointment to the Board of Directors. Art. 39º Supervisory Board In line with the proposal for article 12, also in compliance with the New Market Regulation, this article is being amended to provide that Supervisory Board members will take office in their positions by signing a term of investiture on the date of the election by the Shareholders Meeting, which shall be subject to the arbitration clause referred to in article 53 of the Bylaws. Art. 55º Sale of Controlling Interest It is proposed to exclude Paragraphs 3 and 4, since the New Market Regulation no longer requires the signature, by Board members, of the term of consent to the New Market. Brasília (DF), March 23 rd, Paulo Rogério Caffarelli Board of Directors Member

17 REMUNERATION OF THE MEMBERS OF THE AUDIT COMMITTEE Shareholders, Em Pursuant to Decree #8,945, dated , I hereby submit to the deliberation of this Meeting the proposal to establish the individual monthly remuneration of the members of the Audit Committee to ninety percent of the monthly average remuneration of the position of Director for the period from April/2018 to March/2019. Brasília (DF), March 23 rd Paulo Rogério Caffarelli Board of Directors Member

18 GLOBAL AMOUNT OF REMUNERATION TO THE MEMBERS OF THE ADMINISTRATION Shareholders, I submit to this Shareholders Meeting apreciation: a), The fixing maximum global amount of R$ ,14, to remuneration and benefits to the members of the Executive Board and Board of Directors, to the period from April/2018 to March/2019, which was updated from the global amount of the previous period (April/2017 to. March/2018), and there was no portion added, but only updated the values of existing portion in that period. Thus, there are the following details of the motivation of the updates: I. Fixed remuneration (fees): was proposed 6,65%, percentage corresponding to the (INPC) from April/2017 to March/2018, considering that in February and March/2018 the projection of the Banco Central was issued; II. Fixed remuneration (Christmas Bonus): Christmas Bonus corresponding to 1 fee per year. This installment is according to Judgment TCU #374/2018, which requires that the payment of Christmas Bonus to the leading members should be aproved, as part of the anual remuneration, by the unity which has the compentence; III. Management Variable Remuneration Program (RVA): the proposal follows up to 60% of 12 fees for the payment of RVA 2018 (50 % referring to the maximum to be paid in cash and 10% of the share in cash), as well as 40% of 12 fees for payment of deferred installments relating to RVA 2014, 2015, 2016 e The metodology for calculating the plots mentioned above was carried out considering the recommendations and suggestions of Set; IV.FGTS: the expense corresponds to 8% on the payment of fixed remuneration and RVA; V.INSS payed by the Employer: the charge corresponds to 27,68%, percentage to be used to the employee manager, incidente on the payment of fees,

19 Christmas bonus and RVA. The planned installment considers that all directors to the act in the period belong to the Company s workforce. The charge was also provided to the Board of Directors member fee, elected by employees CAREF. For the members of the Board of Directors, except CAREF the charge is 27,74%, considering that it is related Individual Taxpayer without FGTS; VI.Cassi payed by the Employer: the portion corresponding to the employer s share of 4,5% on the payment fees; VII. Previ payed by the Employer: the proposal includes the contribution to the plan 1 to 27 officers and in view of the tendency to integrate the leading members of the board of Previ Futuro Plan, the proposal included the contribution to this plan for 10 officers; total of 37 leading members; VIII. Life insurance Group: the portion mantained the percentage of the previous period; IX.Health avaliation: proposed the percentage of the previous period; X.Quarentine: the increase granted in the fixed remuneration reflects in this portion. The item remained the prediction in the previous period for up to 6 leaders could request the benefit in question; XI. Housing Assistance: the portion maintained the forecast for the prior period to all 37 leaders who request the benefit in question. This procedure was due to Sest s recomendation; XII.Removal Advantage: the benefit is set at 65% of the weighted average of the fees to be paid to members of the Executive Board. It is estimated that up to 27 leaders could request the benefit in question. Thus, from the approved for the previous period, which was R$ 80,222,878.47, the adjustment will be 4,83% in the total amount of compensation and benefits.

20 b) the fixing of the remuneration of the Board of Directors in a tenth part of, in a monthly average, the amount received by the members of the Executive Board from April/2018 to March/2019. Brasília (DF), March 23 rd, Paulo Rogério Caffarelli Board of Directors Member

21 REMUNERATION TO THE SUPERVISORY BOARD MEMBERS Shareholders, Pursuant to article 162, Paragraph 3rd, of the Law 6,404/76 and to article 1st of Law 9,292/96, I submit to to the decision this Shareholders Meeting, the proposal of fixing the remuneration of the Supervisory Board members, in a monthly average, in a tenth part of the amount received by the members of the Executive Board, for the period of April/2018 to March/2019, excluding benefits that are not remuneration. Brasília (DF), March 23 rd, Paulo Rogério Caffarelli Board of Directors Member

22 DESTINATION OF THE NET INCOME Exercise Shareholders, Accordingly to the Law 6,404 and to Banco do Brasil s Bylaws, I submit to the approval of this Shareholders Meeting the destination of the net income, related to 2017 exercise, represented as follows: (Amounts in R$) Net Income... 10,881,098, Accumulated Profited (Loss)... (50,357,465.78) Adjusted Net Income... 10,830,740, Legal Reserve ,537, Remuneration to shareholders... - Interest on Own Capital... - Dividends... 3,228,953, ,228,953, Utilization of Reserves to Dividends Equalization Statutory Reserves... - to Operational Margin... - to Dividends Equalization... 7,060,250, ,707,237, ,012, Brasília (DF), March 23 rd, Paulo Rogério Caffarelli Board of Directors Member

23 ATTACHMENTS 2

24 P O W E R O F A T T O R N E Y By this proxy, [shareholder s name], [nationality], [marital status], [occupation], enrolled with Identity Card under number [nnn] and CPF/MF under number [nnn.nnn.nnn-nn], resident and domiciled at [address], ( Grantor ), hereby appoints and constitutes Mr.(s), [proxys name], [nationality], [marital status], [occupation], enrolled with Identity Card under number [nnn] and CPF/MF under number [nnn.nnn.nnn-nn], resident and domiciled at [complete address], his/her Proxy, to whom grants powers to represent him/her as shareholder of the Banco do Brasil S.A. ( Company ), at the Ordinary and/or Extraordinary General Meetings of the Company, that will occur on April 25 th, 2018, at 03:00 p.m. at Edifício Banco do Brasil, 14º andar, Torre Sul, Setor de Autarquias Norte, quadra 5, Brasília (DF), declaring his vote with accordance of the vote s orientation as follow. The proxy will have limited powers only to represent the Grantor at the General Meeting and to declare his vote with accordance of the vote s orientation as follows, without rights nor obligations to take any other decision that is not necessary to fulfill the vote s orientation indicated as follows. The proxy is authorized to abstain in any deliberation or matter that he/she had not received enough specific vote s orientation. This power of attorney will be valid for the period of [nnn] days, beginning at the signature s date bellow. [City], [Month] [day], [year]. [Authenticated signature] [Shareholder s name] VOTE S ORIENTATION

25 P O W E R O F A T T O R N E Y By this proxy, [Registered Name], [legal entity s identification], enrolled with CNPJ/MF under number [nn.nnn.nnn/nnnn-nn], estabilished at [address], [city], [province], in this act represented by the [function at the institution], [representative s name], [nationality], [marital status], [occupation], enrolled with Identity Card under number [nnn] and CPF/MF under number, resident and domiciled at [address], ( Grantor ), hereby appoints and constitutes Mr(s)., [proxy s name], [nationality], [marital status], [occupation], enrolled with Identity Card under number [nnn] and CPF/MF under number [nnn.nnn.nnn-nn], resident and domiciled at [complete address], its Proxy, to whom grants powers to represent, as shareholder of the Banco do Brasil S.A. ( Company ), at the Ordinary and/or Extraordinary General Meeting of the Company, that will occur on April 25th, 2018, at 03:00 p.m. at Edifício Banco do Brasil, 14º andar, Torre Sul, Setor de Autarquias Norte, quadra 5, Brasília (DF), declaring his vote with accordance of the vote s orientation as follows. The proxy will have limited powers only to represent the Grantor at the General Meeting and to declare his vote with accordance of the vote s orientation as follows, without rights nor obligations to take any other decision that is not necessary to fulfill the vote s orientation indicates as follows. The proxy is authorized to abstain in any deliberation or matter that he/she had not received enough specific vote s orientation. This power of proxy will be valid for the period of [nnn] days, beginning at the signature s date bellow. [City], [Month] [day], [year]. [representative s name of the shareholder] [Authenticated signature] VOTE S ORIENTATION

26 ATTACHMENTS 3

27 DISTANCE VOTING BULLETIN ORDINARY SHAREHOLDERS MEETING- BCO BRASIL S.A. 04/25/2018 Shareholder Name: Shareholder CNPJ or CPF (If Brazilian shareholder): Filling Guidelines If you choose to exercise your distance voting right, pursuant to instruction CVM n. 481/2009 article 21-A and following articles, the shareholder must fill this Distance Voting Bulletin (Bulletin), which will only be considered valid and the votes herein recorded in the General Meeting quorum, if the following instructions are observed: 1. all fields must be properly completed; 2. Bulletins received with erasures or torn pages will be considered invalid; 3. Items with no fill/blank ballots will be considered invalid; 4. Bulletin Item 4: If the shareholder chooses no in this item, It is mandatory to fully distribute the percentages in item 5. In case the shareholder chooses yes, item 5 will be disregarded; if it elects to abstain, the shareholder abstains from participating in multiple-vote elections; 5. all pages must be initialled; and 6.the last page must be signed by the shareholder or his/her legal representative, as the case requiresand in accordance with current legislation. It will be required the signature recognition affixed in the Bulletin and the identification document certified copy, according to the guidelines available in the Reference Form, item 12.2.G. Delivery guidelines, indicating the ability to send instructions directly to the company or to the depositary or custodian. The Bulletin must be received until 04.19/2018 (inclusive), through one of the options described below: 1. upon delivery Bulletin in one of Banco do Brasil branches, during local banking hours - This option is for shareholders holding shares deposited in Banco do Brasil, as shares depositary; 2. through voting instructions transmitted by the shareholders to their respective custodian agents - This option is for shareholders holding shares deposited with B3 Brasil, Bolsa, Balcão. In that case, the distance vote shall be exercised by the shareholders in accordance with the procedures adopted by the institutions and/or brokers in which they hold their positions in custody; 3. by forwarding your voting orientation directly to Banco do Brasil S.A. Any questions, please send an to secex.assembleia@bb.com.br (exclusive to doubts). Bulletin sent to the Company will only be allowed by postal mail. Bulletins sent by electronic mail will not be accepted. Postal and electronic address to send the Distance Voting Bulletin, if the shareholder wishes to deliver the document directly to the company Banco do Brasil Secretaria Executiva Setor de Autarquias Norte, Quadra 5, Bloco B Ed. Banco do Brasil, Torre Norte 16º andar Cep: Asa Norte Brasília/DF Indication of the company hired institution to provide securities depositary service, with name, commercial and electronic address, telephone and contact person Depositary: Banco do Brasil S.A. Phone number: Shareholders holding shares deposited in Banco do Brasil, as shares depositary, may transmit distance voting instructions by delivering the voting bulletin at any Banco do Brasil branches, as below: a. Individual: identity with photo and proof of residence issued less than 90 days before; b. Companies/Investment funds: bylaws/social contract/regulation, representation supporting documents and representative identity; and c. Shareholders living abroad: in addition, documents proving resource origin will be required, in accordance with CMN Resolution No. 4,373/14, Law No. 4,131/62 and other related legislation. Deliberations/Issues related to Ordinary Shareholders Meeting Simple Deliberation 1. To take note of the management accounts, to examine, to discuss and to vote the Company s 2017 financial statements.

28 DISTANCE VOTING BULLETIN ORDINARY SHAREHOLDERS MEETING- BCO BRASIL S.A. 04/25/2018 [ ] Approve [ ] Reject [ ] Abstain Simple Deliberation 2. The proposed destination of the net income from the 2017, as follows: Net Income: R$ 10,881,098, Accumulated Profited (Loss): R$ (50,357,465.78) Adjusted Net Income: R$ 10,830,740, Legal Reserve: R$ 541,537, Remuneration to shareholders: R$ 3,228,953, Interest on Own Capital: R$ 3,228,953, Dividends: -- Utilization of Reserves to Dividends Equalization: -- Statutory Reserves: R$ 7,060,250, to Operational Margin: R$ 6,707,237, to Dividends Equalization: R$ 353,012, [ ] Approve [ ] Reject [ ] Abstain Board of Directors election by candidate Positions limit: 1 3. Candidate indication for the board of directors (the shareholder may indicate as many candidates as the number of positions to be filled in the general election): Luis Otávio Saliba Furtado (indicated by the majority shareholder) [ ] Approve [ ] Reject [ ] Abstain 4. Should the votes corresponding to your actions be distributed in equal percentages by the candidates you have chosen, in case of multiple vote process adoption? [ ] Approve [ ] Reject [ ] Abstain 5. Display of all candidates to indicate the percentage (%) of votes to be awarded Luis Otávio Saliba Furtado (indicated by the majority shareholder) [ ] Simple Deliberation 6. The proposal of fixing the remuneration of the Supervisory Board members, in a monthly average, in a tenth part of the amount received by the members of the Executive Board, for the period of April/2018 to March/2019, excluding benefits that are not remuneration, pursuant to article 162, Paragraph 3rd, of the Law 6,404/76 and to article 1st of Law 9,292/96. [ ] Approve [ ] Reject [ ] Abstain Simple Deliberation 7. The proposal of fixing maximum global amount of R$ ,14, to remuneration and benefits to the members of the Executive Board and Board of Directors, to the period from April/2018 to March/2019, which was updated from the global amount of the previous period (April/2017 to. March/2018), and there was no portion added, but only updated the values of existing portion in that period. [ ] Approve [ ] Reject [ ] Abstain Simple Deliberation 8. The proposal to establish the individual monthly remuneration of the members of the Audit Committee to ninety percent of the monthly average remuneration of the position of Director for the period from April/2018 to March/2019. [ ] Approve [ ] Reject [ ] Abstain

29 DISTANCE VOTING BULLETIN ORDINARY SHAREHOLDERS MEETING- BCO BRASIL S.A. 04/25/2018 Simple Deliberation 9. Do you wish to request the adoption of the multiple vote process for the election of the Board of Directors, in accordance with art.141 of Law 6,404 of 1976? [ ] Approve [ ] Reject [ ] Abstain Simple Deliberation 10. Do you wish to request the adoption of a separate vote for the election of the Board of Directors? [ ] Approve [ ] Reject [ ] Abstain City: Date: Signature: Shareholder Name: Phone number:

30 DISTANCE VOTING BULLETIN ETRAORDINARY SHAREHOLDERS MEETING- BCO BRASIL S.A. 04/25/2018 Shareholder Name: Shareholder CNPJ or CPF (If Brazilian shareholder): Filling Guidelines If you choose to exercise your distance voting right, pursuant to instruction CVM n. 481/2009 article 21-A and following articles, the shareholder must fill this Distance Voting Bulletin (Bulletin), which will only be considered valid and the votes herein recorded in the General Meeting quorum, if the following instructions are observed: 1. all fields must be properly completed; 2. bulletins received with erasures or torn pages will be considered invalid; 3. items with no fill/blank ballots will be considered invalid; 4. all pages must be initialled; and 5. the last page must be signed by the shareholder or his/her legal representative, as the case requiresand in accordance with current legislation. It will be required the signature recognition affixed in the Bulletin and the identification document certified copy, according to the guidelines available in the Reference Form, item 12.2.G. Delivery guidelines, indicating the ability to send instructions directly to the company or to the depositary or custodian. The Bulletin must be received until 04.19/2018 (inclusive), through one of the options described below: 1. upon delivery Bulletin in one of Banco do Brasil branches, during local banking hours - This option is for shareholders holding shares deposited in Banco do Brasil, as shares depositary; 2. through voting instructions transmitted by the shareholders to their respective custodian agents - This option is for shareholders holding shares deposited with B3 Brasil, Bolsa, Balcão. In that case, the distance vote shall be exercised by the shareholders in accordance with the procedures adopted by the institutions and/or brokers in which they hold their positions in custody; 3. by forwarding your voting orientation directly to Banco do Brasil S.A. Any questions, please send an to secex.assembleia@bb.com.br (exclusive to doubts). Bulletin sent to the Company will only be allowed by postal mail. Bulletins sent by electronic mail will not be accepted. Postal and electronic address to send the Distance Voting Bulletin, if the shareholder wishes to deliver the document directly to the company Banco do Brasil Secretaria Executiva Setor de Autarquias Norte, Quadra 5, Bloco B Ed. Banco do Brasil, Torre Norte 16º andar Cep: Asa Norte Brasília/DF Indication of the company hired institution to provide securities depositary service, with name, commercial and electronic address, telephone and contact person Depositary: Banco do Brasil S.A. Phone number: Shareholders holding shares deposited in Banco do Brasil, as shares depositary, may transmit distance voting instructions by delivering the voting bulletin at any Banco do Brasil branches, as below: a. Individual: identity with photo and proof of residence issued less than 90 days before; b. Companies/Investment funds: bylaws/social contract/regulation, representation supporting documents and representative identity; and c. Shareholders living abroad: in addition, documents proving resource origin will be required, in accordance with CMN Resolution No. 4,373/14, Law No. 4,131/62 and other related legislation. Deliberations/Issues related to Etraordinary Shareholders Meeting Simple Deliberation 1. Proposed of Banco do Brasil s Bylaws review [ ] Approve [ ] Reject [ ] Abstain

31 DISTANCE VOTING BULLETIN ETRAORDINARY SHAREHOLDERS MEETING- BCO BRASIL S.A. 04/25/2018 Simple Deliberation 2. Proposed of creation of the Matching Program for the Executive Board members [ ] Approve [ ] Reject [ ] Abstain Simple Deliberation 3. Proposed of deliberate about the trading of the Banco do Brasil s treasury shares, by means of any transaction contemplated in Article 10 of its Bylaws, up to a limit of 64 million shares. [ ] Approve [ ] Reject [ ] Abstain City: Date: Signature: Shareholder Name: Phone number: