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Publicly-held Company
Corporate Taxpayer ID (CNPJ/MF): 60.746.948/0001-12
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Publicly-held Company
Corporate Taxpayer ID (CNPJ/MF): 47.509.120/0001-82
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MATERIAL FACT
Banco Bradesco S.A.
(“Bradesco”)
and
Bradesco Leasing S.A. – Arrendamento Mercantil
(“Bradesco Leasing” and, jointly with Bradesco, “Companies”), in accordance with paragraph 4 of Article 157 of Law 6,404/1976 and Article 2 of CVM Instruction No. 358/2002, in order to begin integration of the operational platforms, hereby inform their shareholders and the market in general that, today, the Companies’ Boards of Directors approved the proposal for the absorption of the net equity portions of HSBC Bank Brasil S.A. - Banco Múltiplo (“HSBC Bank”), a wholly-owned subsidiary of Bradesco, through a partial spin-off, in accordance with Articles 224, 225 and 229 and Law 6,404/1976. The operation will be submitted to the Special Shareholders' Meetings of the Companies, to be held on October 7, 2016 and, subsequently, submitted for approval by the Central Bank of Brazil (BACEN).
The portions of HSBC Bank’s equity will be merged by Bradesco, Bradesco Leasing and Banco Bradesco Cartões S.A. (Bradesco Cartões), and were appraised, on the base date July 31, 2016, at the book values of R$12,657,840.06, R$22,267,291.29 and R$17,877,851.26, respectively.
The operation aims to promote a corporate restructuring with the following objectives: (i) to separate, route and consolidate HSBC Bank’s assets and liabilities in Bradesco, Bradesco Cartões and Bradesco Leasing, by implementing the integration of the operational platforms; (ii) to promote synergy between ongoing businesses and operations, with the consequent optimization and rationalization of operating and administrative costs; and (iii) to preserve the continuity of HSBC Bank with the continuation of certain activities for operational efficiency reasons.
Equity movements between the Companies, in the operation, will not involve any exchange ratio with third parties, given that HSBC Bank, Bradesco Cartões and Bradesco Leasing are wholly-owned subsidiaries of Bradesco. For the same reason, the operation will not envisage the issue of shares or an increase in Bradesco’s capital stock.
Bradesco Leasing’s capital stock will increase by R$22,267,291.29, and Bradesco Cartões by R$17,877,851.26, with the issue of new shares to be fully attributed to Bradesco.
It is worth mentioning that, if the operation is approved, HSBC’s technological integration by Bradesco will begin on October 7, 2016, and HSBC’s current customers will have access to their Bradesco accounts on October 8, 2016. The approval will also result in the consequent replacement of the HSBC brand with the Bradesco brand in its service network.
Additional information on the operation, including that required by CVM Instructions No. 481/2009 and No. 565/2015, is detailed in the Manual for Participating in Bradesco’s Special Shareholders’ Meeting of October 7, 2016, available at Departamento de Relações com o Mercado (Market Relations Department), Núcleo Cidade de Deus, Prédio Vermelho, 3º andar, Vila Yara, in the city of Osasco, state of São Paulo, and on the websites: www.bradesco.com.br – Investor Relations – Corporate Governance – Shareholders; www.bmfbovespa.com.br and/or www.cvm.gov.br.
Cidade de Deus, Osasco, SP, September 5, 2016.
Banco Bradesco S.A. and Banco Bradesco Leasing S.A.
Luiz Carlos Angelotti
Investor Relations Officer
Should you have any questions or require further information, please contact:
Mr. Carlos Wagner Firetti, phone 55 11 2194-0921, e-mail:
carlos.firetti@bradesco.com.br
;
Mrs. Ivani Benazzi de Andrade, phone 55 11 2194-0924, e-mail:
ivani.andrade@bradesco.com.br
; or
Mr. Carlos Tsuyoshi Yamashita, phone 55 11 2194-0920, e-mail:
carlos.yamashita@bradesco.com.br
.