Related Party Transactions
Rule 12g3 2(b) Exemption # 82-35186
Free English Translation
Notice on Transaction with Related Party (CVM Resolution 80/2022
Following next, the detailing required by Appendix F (art. 2) to CVM Resolution 80, as of 03/29/2022.
I - transaction description, including:
a) the parties and their relation with BB; and | Livelo |
b) the object and main terms and conditions. | Contracted | Transaction: | The | |||||
Agreement | establishes | the | ||||||
conditions | applicable | to | the | |||||
transfer | of | obligations | to | |||||
Livelo, arising from the Banco do | ||||||||
Brasil Cards Loyalty Program and | ||||||||
the Bradesco Points Program. The | ||||||||
Agreement provides for Livelo as | ||||||||
the main recipient of points | ||||||||
generated within the scope of the | ||||||||
Banks' | Programs, | and | the | |||||
consequent | assumption | of | ||||||
responsibility, vis-à-vis points | ||||||||
holders, | for the administration | |||||||
of its own rewards program | ||||||||
("Livelo | Program"). | The | ||||||
operational and pricing models of | ||||||||
the | agreement | were | updated | |||||
through an amendment. Livelo has | ||||||||
commercial | autonomy | in | managing | |||||
the Livelo Program and conducting | ||||||||
business, | being | exclusively | ||||||
responsible for | choosing | partners | ||||||
and making decisions related to | ||||||||
operations | in | accordance | with | |||||
Livelo's | governance | structure | and | |||||
authority. | ||||||||
II - if, when and how the transaction counterpart, their partners or managers took part in the process: | ||||||||
a) of BB's decision on the transaction, describing | The execution of the Transaction | |||||||
this participation; and | obtained internal approval in | |||||||
accordance with the Specific | ||||||||
Policy for Transactions with | ||||||||
Related Parties. | ||||||||
b) of the transaction negotiation as BB's | The initiative object of the | |||||||
representants, describing this participation; | proposal was negotiated in an | |||||||
environment with no conflicts of | ||||||||
interest, has common interest of | ||||||||
the parties and commutative | ||||||||
conditions | ||||||||
III - detailed explanation of the reasons why BB's management considers that the transaction has observed commutative conditions or provides for an appropriate compensatory payment, informing, for example:
a) whether BB has requested proposals, | The proposal | was submitted by the |
undertaken any price-taking procedure, or | counterparty | and was considered |
otherwise attempted to carry out the transaction | ||
under fair remuneration | ||
with third parties, explaining, if not, the reasons | ||
conditions. The Transaction does | ||
why it did not do so or, if so, the procedures | ||
performed and their results | not provide for exclusivity or | |
restriction, | with the possibility | |
of entering into similar | ||
transactions | with third parties. | |
Related Party Transactions
Rule 12g3 2(b) Exemption # 82-35186
Free English Translation | |
b) the reasons that led BB to carry out the | The related party presented an |
transaction with the related party and not with third | Operating Agreement and |
parties; and | amendments between the parties |
for the allocation and management | |
of points generated by the points | |
accumulation program. The | |
Transaction does not provide for | |
exclusivity between Livelo and | |
Banco do Brasil, but the main | |
recipient. | |
c) a detailed description of the measures taken and | The commutativity of the |
procedures adopted to ensure the operation | operation would be guaranteed |
commutativity. | considering the services provided |
for in the Transaction, the | |
remuneration to be received and | |
the common interest of the | |
Parties. | |
If the transaction is a loan granted by BB to the related party, the information provided must necessarily include:
I - an explanation of the reasons why BB chose to | Not applicable |
grant it, indicating any guarantees required; | |
II- analysis of the borrower's credit risk, including an | Not applicable |
independent risk classification, if any; | |
III - description of the way in which the interest rate | Not applicable |
was fixed, considering free risk market rate and the | |
borrower's credit risk; | |
IV - comparison between the loan's interest rate | Not applicable |
and other similar applications on the market, | |
explaining the reasons for possible discrepancies; | |
V - comparison between the loan's interest rate and | Not applicable |
the rates of other loans received by the borrower, | |
explaining the reasons for possible discrepancies; | |
VI - description of the impact of the transaction on | Not applicable |
the financial liquidity condition and the BB's | |
indebtedness level. |
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Banco do Brasil SA published this content on 12 January 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 12 January 2023 22:09:04 UTC.