BBD Banco Bradesco SA

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Banco Bradesco S.A.

 

Special and Annual Shareholders’ Meetings

 

We invite this Company’s shareholders to meet at Special and Annual Shareholders’ Meetings, to be held cumulatively on March 10, 2023, at 10:00 a.m., in an exclusively digital way, in order to resolve on the following proposals:

 

Special Shareholders´ Meeting

 

1.

To cancel 16,317,800 book-entry, registered shares, with no par value, issued by the Company, held in treasury, being 8,089,200 common shares and 8,228,600 preferred shares, acquired through a share buyback program, without capital stock reduction;

 

2.

To change partially the Bylaws, as follows:

 

2.1

In the “caput” of Article 6, related to the Capital Stock, in case the proposal of item “1” above is approved;

 

2.2

In Article 7, including a new Paragraph to set an age limit to the members of the Board of Directors;

 

2.3

In letter “q” of Article 9, providing that the setting of the compensation of the Audit Committee shall observe the provision in its internal charter;

 

2.4

In the Article 17, improving its wording, without context or practice amendment; and

 

2.5

In the Article 21, which deals with the Audit Committee.

 

Annual Shareholders´ Meeting

 

1.

To acknowledge the management accounts and examine, discuss and vote on the Financial Statements related to the fiscal year ended on December 31, 2022;

 

2.

To allocate the net income of the fiscal year 2022;

 

3.

To elect, observing the provisions of Articles 161 and 162 of Law No. 6,404/76, the Fiscal Council´s members;

 

4.

To fix the overall management compensation for the 2023 fiscal year, as well as the amount to support the Pension Plan; and

 

5.

To fix the compensation of the members of the Fiscal Council for the 2023 fiscal year.

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Participation in the Meetings: the shareholders, their legal representatives or attorneys-in-fact may attend the Shareholders´ Meetings in any of the following ways:

 

·

Distance Voting: the Shareholder may express his/her vote intention by sending the respective Distance Voting Ballot:

-    to the bookkeeper of the Company's shares, through all Bradesco’s Branch Network;

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to his/her custodians that provide this service, in the case of holders of shares deposited in the central depository; and

-    directly to the Company, to the email assembleias@bradesco.com.br, not being necessary posterior sending of the physical document.

For further information, see the rules set out in CVM Resolution No. 81/22 and the procedures described in the Distance Voting Ballot made available by the Company, as well as in the Manual for Participation in the Shareholders’ Meetings (Manual).

 

·

Participation and Voting during the Shareholders’ Meetings by Electronic System: the shareholder may participate in the Shareholders’ Meetings and vote in a virtual way, during their realization.

 

The guidelines, data and password for connection will be sent to the shareholders who, until 3.8.2023, send a request to participate in the Shareholders´ Meeting to the email easyvoting@alfm.adv.br, attaching the identification and/or representation documents, as detailed in the Manual.

 

As provided in paragraph 3 of Article 6 of CVM Resolution No. 81/22, the shareholders who do not send the request to participate in the Shareholders’ Meetings until the day aforementioned may not participate through electronic system made available by the Company.

 

Pursuant to Article 126 of Law No. 6,404/76, and later amendments, in order to attend and resolve in the Shareholders’ Meetings, the shareholder must observe that:

 

·

in addition to the identification document and corporate and representation documents (in the case of legal entities shareholders), they must also provide, at the time of sending their registration request for participation, a certificate of ownership of the shares issued by the Company, issued by the custodian. For the holder of book-entry shares held in custody at Bradesco, the presentation of said certificate is waived;

·

the shareholder may be represented by an attorney-in-fact appointed not more than one year prior, provided that they are a shareholder, manager of the Company, lawyer or financial institution, it being incumbent upon the investment fund manager to represent their condominium members, observing that legal entities shareholders might also be represented according to their bylaws/articles of incorporation;

·

before being forwarded to Bradesco, the corporate and representation documents of legal entities and investment funds drawn up in a foreign language must be translated into Portuguese and their translation must be registered at the Titles and Documents Registry (a certified translation is not required).

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Documents made available to shareholders: all legal documents and further information necessary for the analysis and exercise of the voting right are available to shareholders on websites of Bradesco (banco.bradesco/ri), B3 S.A. - Brasil, Bolsa, Balcão (http://www.b3.com.br/pt_br/produtos-e-servicos/negociacao/renda-variavel/empresas-listadas.htm) and CVM (http://sistemas.cvm.gov.br/?CiaDoc).

 

Eventual clarifications may be obtained on the Investor Relations website – banco.bradesco/ri – Corporate Governance, at Bradesco’s Branches Network or via email assembleias@bradesco.com.br.

 

Osasco, SP, February 10, 2023

 

Luiz Carlos Trabuco Cappi

Chaiman of the Board of Directors

 

 

SIGNATURES

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: February 10, 2023

 

BANCO BRADESCO S.A.
By:		/S/ Carlos Wagner Firetti
		Carlos Wagner Firetti Department Officer and Investor Relations Officer

 

 

FORWARD-LOOKING STATEMENTS

This press release may contain forward-looking statements. These statements are statements that are not historical facts, and are based on management's current view and estimates of future economic circumstances, industry conditions, company performance and financial results. The words "anticipates", "believes", "estimates", "expects", "plans" and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will actually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.

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