table of contents · its ability to access the international capital market. strict control over...

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Table of Contents

SUMMARY

ORDINARY SHAREHOLDERS MEETING ................................................................................................. 3

COMMENTS FROM DIRECTORS ......................................................................................................... 4

DELIBERATION OF THE MANAGEMENT ACCOUNTS AND FINANCIAL STATEMENTS ............................. 48

DESTINATION OF THE NET INCOME .................................................................................................. 49

ELECTION OF THE BOARD OF DIRECTORS MEMBER ...................................................................... 57

REMUNERATION TO THE SUPERVISORY BOARD MEMBERS ................................................................ 62

REMUNERATION OF THE MEMBERS OF THE AUDIT COMMITTEE ........................................................ 63

GLOBAL AMOUNT OF REMUNERATION TO THE MEMBERS OF THE ADMINISTRATION ........................ 64

EXTRAORDINARY SHAREHOLDERS MEETING ............................................................................... 90

BANCO DO BRASIL’S BYLAWS REVIEW .............................................................................................. 91

MATCHING PROGRAM FOR THE EXECUTIVE BOARD MEMBERS ........................................................ 174

TRADING OF TREASURY SHARES OF THE BANCO DO BRASIL S.A. (BB) ............................................ 176

POWER OF ATTORNEY - MODELS .................................................................................................. 180

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Banco do Brasil – OSM/ESM 04/25/2018

Management Proposals and Other Documents for Information to

Shareholders

Ordinary Shareholders Meeting

- Comments from Management (CVM 481, Article 9º, item III) Note: other documents related to Article 9 were filed in the CVM, via the

ENET system, during the release of Banco do Brasil’s earnings on 02/22/2018;

- Discussion of the allocation of net income for fiscal year 2017 (CVM 481,

Article 9th Sole Paragraph Item II – Appendix 9 – 1 – II); - Election of the Board of Directors Member. (CVM 481, Article 10); - Setting of remuneration for the Supervisory Board members. (CVM 481,

Article. 12, Items I e II); - Setting the overall annual amount of the remuneration for members of the

management bodies (CVM 481, Article 12, Items I and II); - Setting of compensation to Audit Committee members.

Extraordinary Shareholders Meeting

- Banco do Brasil’s Bylaws review;

- Creation of Matching Program to Executive Board members;

- Trading of the Company’s treasury shares

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ORDINARY SHAREHOLDERS MEETING

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COMMENTS FROM DIRECTORS Fiscal year ending 12/31/2017

Pursuant to Article 9th, Section III of CVM Regulation 481/09.

(Item 10 of the Reference Form)

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10. COMMENTS FROM THE EXECUTIVE OFFICERS

We, the Banco do Brasil Executive Board members, pursuant to CVM Instruction 480/09, commented in

this section 10 of the Reference Form the main aspects related to the Bank, retrospectively to 2015, 2016 and 2017. We declare that the information is true, complete and consistent.

Initially, in item 10.1, we present our position about the financial conditions of the Bank, its capital structure, sources of loan and its indebtedness level. We further present the variations between the

years 2017/2016 and 2016/2015 of the most relevant Balance Sheet itens. The commented performance

is based on the financial statements using the IFRS - International Financial Reporting Standards, issued by the International Accounting Standards Board (IASB) and the predecessor bodies.

In item 10.2, we comment on the formation of Banco do Brasil income based on Income Statement

vertical and horizontal analysis. We evidence: (i) Interest income; (ii) Interest expenses; (iii) Provision

for losses with loans to customers’ net expenses; (iv) Non-interest income; and (v) Non-interest expenses.

In compliance with item 10.3, we demonstrated the business conditions and the strategic rationale of

the following events: i) introduction or disposal of an operating segment; (ii) constitution, acquisition or

sale of equity interest; (iii) unusual events or operations

Next, in item 10.4 we comment on the significant changes in the accounting practices adopted by the Bank and their effects on the Financial Statements. In addition, we addressed in item 10.4 the Auditors

'Opinions on the Financial Statements for the years ended December 31, 2015, 2016. In 2017, the independent auditors' report has not yet been issued, but the report containing no reservations and /

or emphases.

In relation to the critical accounting policies, item 10.5, we highlight: (i) reduction to the recoverable

value of financial assets; (ii) provisions, contingent liabilities, contingent assets and legal obligations; (iii) recognition of revenues and expenses; (iv) deferred tax assets; (v) long-lived assets; (vi) useful life

of non-current assets; (vii) pensions and other employee benefits; (viii) translation adjustments in foreign currency; (ix) environmental recovery costs; and (x) criteria for testing for asset recovery, (xi)

financial instruments.

In response to items 10.6 and 10.7, we list the items not evidenced in the Financial Statements as: (i)

provisions and contingent liabilities; (ii) contracts and fair value of derivative financial instruments; (iii) guarantees provided; (iv) credits contracted to be released; (v) confirmed export credits and credits

opened for importation; and (vi) operating leases. We comment on the possible impacts of these events on the items of the Financial Statements, in addition to their natures and values.

Finally, in item 10.8, addressing the business plan, we discuss Banco do Brasil fixed investment plan,

including among other actions: (i) expansion and adequacy of the service network and physical facilities;

(ii) modernization of automated teller machines; (iii) maintenance and preservation of physical facilities; (iv) expansion of the processing and storage capacity in IT; (v) delivery of technological solutions; and (vi) modernization of the security solutions.

In item 10.9, we present the budgeted and carried out amounts of the items for advertising expenses and promotions and sponsorship.

10.1. The Directors should comment on:

a. general financial and equity conditions

The assets, in the 2017/2016 comparasion, mainly reflected the decrease in Securities Purchased under Resale Agreements (R$23,496 million) and Loans to Customers (R$18,666 million).

In the 2016/2015 comparasion, the assets mainly reflected the decrease in Loans to Customers (R$69,890 million) partially offset by the Securities Purchased under Resale Agreements (R$ 68,152 million).

In 2017, loans decreased mainly due to (i) the decrease in loans and advances to customers and (ii)

financing. In 2016, loans to customers decreased mainly due the decrease in (i) loans and advances to customers.

The liabilities, in 2017, decreased compared to the previous year mainly due to the decrease (i) in liabilities from issuance of securities and other financial liabilities and (ii) other liabilities. In 2016, the

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liabilities decrease compared to 2015 mainly due to (i) liabilities from issuance of securities and other financial liabilities (ii) amount payable to financial institutions.

The Bank's net income was R$ 12,275 million in 2017, representing a Return on Average Equity of 12.8% in the period, compared to 9.8% in 2016 and 18.4% in 2015.

2015 2016 2017

Return on Average Equity - % 18.4 9.8 12.8

ROA - % 1.2 0.6 0.9

Earnings per share

Basic ¹ 5.03 2.52 3.82

Diluted ² 5.03 2.52 3.82

Average risk - % ³ 4.0 5.3 5.8

Coverage Index - %⁴ 58.4 62.6 70.8 1 - Average quantity of total shares without treasury stock / Income for the period

2 - Average quantity of total shares + (bonus x conversion factor) / Income for the period

3 - Allowance for loan losses / Loan portfolio

4 - (Net fee income/Administrative expenses + Personnel expenses)

The debt ratio ended 2017 at 12.9, 15.0 in 2016, and 15.8 in 2015.

R$ million, except as indicated 12.31.2015 12.31.2016 12.31.2017

a. total debt, of any nature; 1,302,635 1,297,139 1,251,837

b. indebtedness level (current liabilities + non-current liabilities,

divided by shareholders' equity) ¹ 15.8 15.0 12.9

c. should the issuer wish to, another indebtedness ratio none none none Source: Consolidated financial statements in IFRS.

1 - Shareholders' equity attributable to the controlling shareholder was R$82,557 million, R$86,376 million and R$97,357 million in Dec/15, Dec/16,

and Dec/17 respectively.

The analysis of significant changes in each item of the IFRS Financial Statements is presented in the item "10.1.h". The analysis of the results is presented in section 10.2.

b. capital structure

BB’s total debt, comprising the “sum of current and non-current liabilities” totaled R$1,302.6 billion,

R$1,297.1 bilion and R$1,251.8 billion on 12/31/2015, 12/31/2016 and, 12/31/2017 respectively. The level of indebtedness, measured by the "current and non-current liabilities divided by shareholders'

equity" was 15.8, 15.0 and 12.9 in the same period (IFRS data, pursuant to item “3.7” of the Reference Form).

The Risks Weighted Assets (RWA) decrease is mainly due to the decrease on the loan portfolio in the last years, fact that contributed to the BIS Ratio increase to 19.64% in 2017.

BIS Ratio

R$ million, except for percentages 2015 2016 2017 16/15 17/16

Reference Equity (RE) 135,551 130,453 135,511 (3.8) 3.9

Tier I ¹ 95,714 90,284 95,228 (5.7) 5.5

Core Capital (CC) 68,677 67,718 72,320 (1.4) 6.8

Tier II 39,837 40,170 40,283 0.8 0.3

Minimum Required Referential Equity (MRRE) ² 92,456 69,703 63,812 (24.6) (8.5)

Risk-Weighted Assets (RWA) 840,509 705,851 689,857 (16.0) (2.3)

Credit Risk - RWACPAD 785,773 643,214 616,822 (18.1) (4.1)

Market Risk - RWAMPAD 18,347 18,844 17,296 2.7 (8.2)

Operational Risk - RWAOPAD 36,389 43,793 55,738 20.3 27.3

Surplus/(insufficiency) of RE 43,095 60,750 71,700 41.0 18.0

BIS Ratio (RE/RWA) % 16.13 18.48 19.64 14.6 6.3

Tier I Capital Ratio (Tier I/RWA) - % 11.39 12.79 13.80 12.3 7.9

CET1 Ratio (CC/RWA) - % 8.17 9.59 10.48 17.4 9.3

In December, 31st Change %

1 - The Instruments authorized by Bacen to compose the Referential Equity according to CMN Resolution No. 3,444/2007 and do not fulfill the

requirements established by CMN Resolution No. 4,192/2013 are reduced by 10% per year from 2013 to 2022. This reduction is applied on the

values that composed the RE on December 31, 2012.

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2 - Under CMN Resolution 4,193/2013, it corresponds to the Factor “F” applied to the amount of RWA, where "F" equals: 11%, from October 1, 2013

to December 31, 2015; 9.875% from January 1, 2016 to December 31, 2016; 9.25%, from January 1, 2017 to December 31, 2017; 8.625% from

January 1, 2018 to December 31, 2018 and 8%, from January 1, 2019.

On July 24, 2014, the Central Bank issued Circular No. 3,711 and on August in 20, 2014, it issued

Circular No. 3,714. These led to the revision of macro-prudential measures initiated in 2010. These regulations have affected the reduction in PRMR with respect to credit risk exposures subject to the

calculation of capital requirements under the standardized approach (RWACPAD), as of the third quarter of 2014.

c. payment ability in relation to the financial commitments assumed

Banco do Brasil maintains liquidity levels to meet its commitments in Brazil and abroad, as result of its

broad and diversified funding base, the quality of its assets, the capillarity of its network overseas and its ability to access the international capital market.

Strict control over liquidity risk is aligned with the Liquidity Risk Policy established by the Board of Directors, meeting the requirements of national banking supervision and the other countries where the BB operates.

In 2017, there was a decrease in the Liquidity Assets driven mainly by the decrease of securities purchased under resale agreements.

Financial Information on BB Consolidated


Liquidity Assets (A) 494,332 547,390 527,447 10.7 (3.6)

Cash and bank deposits 18,047 12,798 13,471 (29.1) 5.3

Loans to financial institutions 66,468 49,119 35,117 (26.1) (28.5)

Securities Purchased under Resale Agreements 303,531 371,683 348,187 22.5 (6.3)

Financial assets 106,286 113,790 130,672 7.1 14.8

Liquidity Liabilities (B) 375,338 395,911 400,892 5.5 1.3

Deposits of financial institutions 41,816 21,277 24,649 (49.1) 15.8

Obligations under repurchase agreements 333,522 374,634 376,243 12.3 0.4

Liquidity Balance (A - B) 118,994 151,479 126,555 27.3 (16.5)


d. funding sources for working capital and investments in non-current assets

Funding Sources and Use of Funds

The following indicators show the relationship between the funding sources and use of funds at Banco

do Brasil, evidencing that the loan portfolio is backed both by deposits, and by other forms of funding, such as BNDES onlending, Financial and Development Funds resources and overseas funding.

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Total Funding (A) 876,051 785,082 748,550 (10.4) (4.7)

1) Total Deposits 464,753 446,593 450,726 (3.9) 0.9

2) Agribusiness Letters of Credit+Mortgage Bonds 152,944 142,039 105,784 (7.1) (25.5)

3) Obligations Related to Repurchase Agreements 52,142 25,591 23,576 (50.9) (7.9)

4) Domestic Onlendings 90,076 83,083 80,885 (7.8) (2.6)

5) Financial and Development Funds 15,003 14,791 16,795 (1.4) 13.6

6) Letters of Credit + Debentures 2,106 2,632 3,875 25.0 47.2

7) Subordinated Debt in Brazil 48,367 52,308 53,516 8.1 2.3

8) IHCD In Brazil¹ 8,100 8,100 8,100 - -

9) Foreign Borrowing² 103,372 73,396 74,375 (29.0) 1.3

10) Compulsory Deposits (60,811) (63,451) (69,081) 4.3 8.9

Net Loan Portfolio (B) 673,747 603,857 585,191 (10.4) (3.1)

Loans to Customers 701,495 637,804 621,513 (9.1) (2.6)

Provision for Losses with Loans to Customers (27,749) (33,947) (36,322) 22.3 7.0

Cash and cash equivalents (A-B) 202,304 181,225 163,359 (10.4) (9.9)

Indicators (%)

Net Loan Portfolio / Total Deposits 145.0 135.2 129.8

Net Loan Portfolio / Total Funding 76.9 76.9 78.2

Available Funds / Total Funding 23.1 23.1 21.8


1 - On August 28, 2014, pursuant to Law 12,793/2013 was entered into an amendment to the contract in order to make the IHCD issued in September 2012, in the amount of R$8.1 billion, eligible as core capital. On September 22, 2014, the Central Bank considered this instrument as eligible to the

core capital, according to the CMN Resolution No. 4,192/2013. Thus, for purposes of disclosure of financial statements, the one mentioned instrument

was reclassified to Shareholders' equity, remaining in this line only the balance of interest payable existing before the instrument reclassification.

2 - Includes Foreign Borrowing, Foreign Securities Obligations and Perpetual Bonuses.

The avaible funds/total funding index decreased compared to 2016 to 21.8%.

The Banco do Brasil uses several funding sources to finance loans operations in the country. The most relevant, in national currency, are time deposits, savings deposits, agribusiness and real estate letters

of credit (LCA/LCI) and demand deposits. In addition, to take advantage of the opportunities of his

position in government securities, Banco do Brasil can raise funds in the interbank market offering these assets as collateral.

The demand deposits significant volume and savings, in addition to LCA/LCI, compared to total funding

reduces the weighted average funding cost and, given its retail characteristic, allows stability in BB's cash flow.


Total Deposits (A) 464,753 446,593 450,726 (3.9) 0.9

Demand Deposits 66,550 69,402 70,158 4.3 1.1

Savings Deposits 151,845 151,763 160,290 (0.1) 5.6

Deposits of Financial Institutions 41,816 21,277 24,649 (49.1) 15.8

Time Deposits 204,542 204,150 195,629 (0.2) (4.2)

Compulsory Deposits (B) (60,811) (63,451) (69,081) 4.3 8.9

Other Funds (C) 358,931 295,966 261,126 (17.5) (11.8)

Agribusiness Let. of Credit + Mortgage Bonds 152,944 142,039 105,784 (7.1) (25.5)

Obligations Related to Repurchase Agreements 52,142 25,591 23,576 (50.9) (7.9)

Letters of Credit and Debentures 2,106 2,632 3,875 25.0 47.2

Subordinated Debt in Brazil 48,367 52,308 53,516 8.1 2.3

Foreign Borrowing 103,372 73,396 74,375 (29.0) 1.3

Total Funds not from the Government (D=A+B+C) 762,873 679,108 642,770 (11.0) (5.4)

Funds from the Federal Government

Funds from Onlendings 90,075 83,083 80,885 (7.8) (2.6)

Financial and Development Funds 15,003 14,791 16,795 (1.4) 13.6

Domestic Hybrid Debt Capital Instruments ¹ 8,100 8,100 8,100 - -

Total Funds from the Federal Government (E) 113,178 105,974 105,780 (6.4) (0.2)

Total Funds (D+E) 876,050 785,081 748,550 (10.4) (4.7)


1 - On August 28, 2014, pursuant to Law 12,793/2013 was entered into an amendment to the contract in order to make the IHCD issued in September

2012, in the amount of R$8.1 billion, eligible as core capital. On September 22, 2014, the Central Bank considered this instrument as eligible to the

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CET1, according to the CMN Resolution No. 4,192/2013. Thus, for purposes of disclosure of financial statements, the one mentioned instrument

was reclassified to Shareholders' equity, remaining in this line only the balance of interest payable existing before the instrument reclassification.

The table below presents loan operations by type of financial product as of the dates stated:


Loans and Bills Discounted 250,372 213,967 200,537 (14.5) (6.3)

Financing 180,028 145,056 136,567 (19.4) (5.9)

Rural and Agroindustrial Financing 178,902 185,068 186,668 3.4 0.9

Mortgage Loans 49,560 54,238 54,716 9.4 0.9

Credit Operations linked to Assignments 333 612 496 83.8 (19.0)

Other Rreceivables with Loan Characteristics 41,351 38,259 42,131 (7.5) 10.1

Lease Operations 875 604 399 (30.9) (34.0)

Infrastructure and Development Financing 75 0.2 0.1 - (56.6)

Total Loans to customers 701,496 637,804 621,513 (9.1) (2.6)

(Provision for Losses with Loans to Customers) (27,749) (33,947) (36,322) 22.3 7.0

Total 673,747 603,857 585,191 (10.4) (3.1)


e. funding sources for working capital and investments in non-current assets to be used

to cover liquidity deficits

Banco do Brasil does not have a liquidity shortage. Items 10.1.c and 10.1.d present analysis of the payment capacity and of liquidity, respectively.

Banco do Brasil has management tools that allow early identification of scenarios indicating possible liquidity shortfalls.

Thus, if necessary, the BB may use mechanisms for increasing the volume of resources such as

increased rates to raising time deposits, short-term money market and bond issues in local and international markets to rebalance availability, thus ensuring the continuity of their business.

f. indebtedness levels and characteristics of such debts

Indebtedness levels and characteristics of such debts, also describing: (i) relevant loan and

financing agreements; (ii) other long-term relationships with financial institutions; (iii) degree of subordination among debts; and (iv) any restrictions imposed on the issuer,

especially in relation to indebtedness limits and the contracting of new debts, to the distribution of dividends, to the divestiture of assets, to the issuance of new securities and

to the sale of controlling interest.

Banco do Brasil issues bonds in the international and domestic capital market, using both non-subordinated and subordinated debt, and hybrid capital and debt instruments. The objective is funding

free resources and to reinforce the Bank's Referential Equity with those resources qualifying as Capital.

These issuances have institutional investors, financial institutions and private banking clients as a target audience.

The subordinated debt, such as Subordinate Certificates of Deposit (CDB), Subordinated Debt abroad,

Subordinated Financial Letters and FCO resources that comprise the Tier II capital, their payment is subordinated to other liabilities of the Bank except those considered Tier I Capital.

The Hybrid Capital Debt Instruments (IHCD) issued abroad, in the form of perpetual bonds, allowed by the Central Bank, are classified as Tier I capital and its payment is subordinated to other liabilities, with

the exception of the elements considered as core capital. From the total perpetual bonds issued, R$22,908 million composes the Reference Equity on 12/31/2017 (R$22,565 million on 12/31/2016).

On August 28, 2014, the Hybrid Capital Instrument of R$ 8.1 billion, which, until then was classified as additional Tier I capital was authorized by the Central Bank to compose the Reference Equity as core capital. This instrument is subordinated to other liabilities in the institutions’s dissolution event.

Furthermore, for composition purposes of its Referential Equity, Banco do Brasil classifies the resources

from the Constitutional Financing Fund of the Midwest - FCO (Vote CMN n.° 067/2001 and Bacen - Diret Official Letter n.° 1,602/2001) as Capital in keeping with the low enforceability and long term of stay of

these funds at the Bank. Amounts of R$27,870, R$25,237 million and R$22,995 million, calculated as

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of December 31, 2017, December 31, 2016 and December 31, 2015, respectively, comprised Banco do Brasil’s Level II Referential Equity.

The following table summarizes the subordination level of securities issued by the Banco do Brasil:

Type of Capital Securities Issued Subordination Level

Tier I

Core Capital Hybrid Capital Instrument All Liabilities

Additional Tier I Capital Perpetual Bonds Abroad - IHCD All Liabilities, except core capital

Tier II

Subordinate Certificates of Deposit

Subordinate Debt Abroad

Subordinated Financial Bills

FCO Resources

Tier II capital All Liabilities, except core and additional capital

Additional information on the securities issued by the Banco do Brasil is presented in item “18.5. Other securities issued”.

Financial Information of BB Consolidated in IFRS

Subordinated debts¹ (R$ million)

Funding Date Matur. Currency Amount Remun. p.a 2015 2016 2017Chg.%

16/15

Chg.%

17/16

Banco do Brasil

Subordinated Debt Abroad 11,569 9,668 9,826 (16.4) 1.6

2010 2021 US$ 660 5.38% 2,631 2,197 2,232 (16.4) 1.6

2011 2022 US$ 1,500 5.88% 5,954 4,978 5,060 (16.4) 1.7

2012 2023 US$ 750 5.88% 2,984 2,493 2,534 (16.4) 1.6

Financial Subordinated Letters 25,388 27,100 25,680 6.7 (5.2)

2010 2016 R$ 1,000 108,50% do CDI 1,852 - - (100.0) -

2011 2017 R$ 2,055 111,00% do CDI 3,388 3,919 - 15.7 (100.0)

2012 2019 R$ 215 112,00% do CDI 317 367 409 15.8 11.4

2013 2019 R$ 4,681 111,00% do CDI 6,537 7,561 8,401 15.7 11.1

2012 2020 R$ 151112,50% do CDI

IPCA + 5,45%224 259 286 15.6 10.4

2014 2020 R$ 163 112,00% a 114,00% do CDI 203 235 261 15.8 11.1

2014 2020 R$ 378 112,00% a 114,00% do CDI 453 527 587 16.3 11.4

2014 2021 R$ 2,274 113,00% a 115,00% do CDI 2,848 3,309 3,688 16.2 11.5

2014 2021 R$ 1,595 113,00% a 115,00% do CDI 1,899 2,208 2,463 16.3 11.6

2014 2022 R$ 400 IPCA + 8,08% 515 595 661 15.5 11.1

Subordinated debt issued by Bank, held by subsidiary abroad (16) (30) (34) 87.5 13.3

Total Subordinated Debt 36,941 36,738 35,472 (0.5) (3.5)

2012 2018 R$ 9.94,845 7,152 8,120 8,924 13.5

111,50% do CDI

1,06% a 1,11%

5,24% a 5,56% + IPCA

Pré 10,51%

1 - Does not include funds from the FCO (Constitutional Fund for Developing the Midwest).

Source: Note 34.

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Liabilities from securities issues (R$ million)

Funding Date Matur. Currency Amount Remun. p.a 2015 2016 2017Chg.%

16/15

Chg.%

17/16

Banco do Brasil

Global Medium - Term Notes Program 10,727 6,057 9,986 (43.5) 64.9

jan/11 jan/16 EUR 750 4.50% 3,322 - - - -

jul/13 jul/18 700

mar/14 jul/18 300

dez/13 jun/19 CHF 275 2.50% 1,089 891 943 (18.2) 5.8

jan/10 jan/20 US$ 500 6.00% 1,995 1,669 1,696 (16.3) 1.6

out/17 jan/25 US$ 1,000 4.63% - - 3,313 - -

"Senior Notes" 9,075 7,562 6,002 (16.7) (20.6)

nov/11 jan/17 US$ 500 3.88% 1,981 1,657 - (16.4) (100.0)

out/12 out/22 US$ 1810 ¹ 3.88% 7,094 5,905 6,002 (16.8) 1.6

Structured Notes EUR 18 2,76% a 3,55% 169 64 74 (62.1) 15.6

Cartificate of Deposits² 1,00% a 10,15% 9,557 3,389 4,841 (64.5) 42.8

Cartificate of Structured Operations 7,69% a 15,07% 11 102 102 827.3 -

Mortgage Bonds - LCI50,00% a 81,00% DI

TR + 7,7151%18,121 17,074 16,886 (5.8) (1.1)

Agribusiness Letters of Credit - LCA 70,00% a 98,00% DI 134,823 124,965 88,898 (7.3) (28.9)

Letters of Credit

98,25% a 104,00% DI

IPCA + 4,50% a

IPCA 5,30%

Pré 7,70% a 14,00%

2,106 2,632 3,875 25.0 47.2

Total Liabilities with Securities issued by Banco do Brasil 184,589 161,845 130,664 (12.3) (19.3)

Patagonia Bank ARS

22,50% a 27,45%

Badlar + 299 ptos a

Badlar + 397 ptos

329 325 394 (1.2) 21.2

Specific Purposes Entities - SPE Abroad (Securitization)³ 3,448 2,802 2,766 (18.7) (1.3)

Foreign Money Order Future Flow Securitization

abr/08 jun/18 US$ 36 ¹ 5.25% 235 118 40 (49.8) (66.1)

Structured Notes²

dez/2014 e

mar/2015nov/34 US$ 500 Libor 6m + 2,50% 1,962 1,639 1,665 (16.5) 1.6

dez/15 dez/30 US$ 320 Libor 6m + 3,25% 1,251 1,045 1,061 (16.5) 1.5

Value Elimination - Consolidated (143) (170) (58) 18.9 (65.9)

Total 188,223 164,802 133,766 (12.4) (18.8)

(19.1) 15.43.75%EUR 4,321 3,497 4,034

1 – Relating to the outstanding amount, once partial tender offers ocurred.

2 – Securities abroad in USD and BRL.

3 – Additional Information about SPE can be found on Note 5 to the Financial Statements in IFRS.

Funding in Perpetual Securities - Capital and Debt Hybrid Instruments – R$ million

Currency Amount¹Remun.

p.a (%)Date 2015 2016 2017

Chg.%

16/15

Chg.%

17/16

US$ 1,499 8.5 out/09 5,940 4,955 5,033 (16.6) 1.6

US$ 1,399 9.3 jan e mar/2012 6,632 4,732 4,801 (28.6) 1.5

US$ 1,988 6.3 jan/13 7,878 6,539 6,642 (17.0) 1.6

US$ 2,170 9.0 jun/14 8,541 7,065 7,176 (17.3) 1.6

Total 28,991 23,291 23,652 (19.7) 1.5

Perpetual Bonds issued by Bank, held by subsidiary abroad (5) (1) (31) - -

28,986 23,290 23,621 (19.7) 1.4Total 1 – Relating to outstanding amount, once the partial tender offers ocurred.

Borrowing and Onlendings

Borrowing and onlendings are sources of funding from other financial institutions and national government agencies, predominantly long-term, to boosting domestic production. The funds come from

the National Treasury, the BNDES (National Bank for Economic and Social Development), CEF (Caixa Economica Federal), among other sources.

Thus, the Bank works as financial agent of government programs of incentives to certain sectors of the economy. In agriculture, through of transfers, notably: (i) Pronaf (National Programme for

Strengthening Family Agriculture); (ii) Cacau (Recovery Program of Cocoa Farming); (iii) Recoop (Agricultural Production Cooperatives Revitalization Program); (iv) Funcafé (Fund for the Coffee

Economy); and (v) Rural Savings. In industry, through onlending arising mainly from the BNDES programs and Finame (Special Agency of Industrial Investment).

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R$ million 2015 2016 2017Chg.%

16/15

Chg.%

17/16

Borrowing 29,579 20,346 19,455 (31.2) (4.4)

Onlending 90,075 83,083 80,885 (7.8) (2.7)

Total 119,654 103,429 100,340 (13.6) (3.0)

g. limits on the use of the financing obtained

Banco do Brasil do not have limits on the use of financing, but it is subject to the standards determined by the Monetary Authorities, in accordance with the Basel principles.

h. significant changes in each item of the financial statements

Below it is presented the evolution analyses of the Consolidated Balance Sheet and Consolidated Statement of Income for the years ended December 31, 2015, December 31, 2016 and December 31,

2017 prepared in accordance with the International Financing Reporting Standards (IFRS) and disclosed on the Bank's Investor Relations site. (http://www.bb.com.br/ir).

The information presented in the explanatory notes disclosed together with the mentioned financial statements is important to justify the changes in balance sheet and income statement accounts. For this reason, they will also be used as a reference source in these analysis.

Balance Sheet – Assets

The information of the "Asset" group is shown below. In relation to the Standardized Financial Statements (SFS), differences were identified in the items "Cash and Cash Equivalents" and "Loans and

Receivables", categories that group together a large number of items not used for disclosure purposes under IFRS. The changes led to reclassifications of balances, as shown in the table below:

R$ million, except for percentagesStand. Finan.

Statetm.

Balance

Sheet

Disclosed

Difference

Stand.

Finan.

Statetm.

Balance

Sheet

Disclosed

Difference

Stand.

Finan.

Statetm.

Balance

Sheet

Disclosed

Difference

Cash and Cash Equivalents

Cash and Bank Deposits 18,047 18,047 - 12,798 12,798 - 13,471 13,471 -

Loans to Financial Institutions 46,457 - 46,457 32,048 - 32,048 22,121 - 22,121

Money Market Repurchase Agreements 38,195 - 38,195 58,270 - 58,270 11,582 - 11,582

Loans and Receivables - - - - - -

Loans to Financial Institutions¹ 20,011 66,468 (46,457) 17,071 49,119 (32,048) 12,996 35,117 (22,121)

Money Market Repurchase Agreements 265,336 303,531 (38,195) 313,413 371,683 (58,270) 336,605 348,187 (11,582)

Loans to Customers¹ 673,747 673,747 - 603,857 603,857 - 585,191 585,191 -

12/31/2015 12/31/2016 12/31/2017

1 – Net of Allowance for loan losses.

The "Assets" group in the Balance Sheet disclosed by the Bank, on which these analyses are based, is shown below:

13

R$ million, except for percentages 12/31/2015 % 12/31/2016 % 12/31/2017 % Abs. %

Assets

Cash and Bank Deposits 18,047 1.3 12,798 0.9 13,471 1.0 673 5.3

Compulsory Deposits in Central Banks 60,811 4.4 63,451 4.6 69,081 5.1 5,630 8.9

Loans to Financial Institutions, Net of Provision 66,468 4.8 49,119 3.5 35,117 2.6 (14,002) (28.5)

Securities Purchased under Resale Agreements 303,531 21.9 371,683 26.8 348,187 25.7 (23,496) (6.3)

Financial Assets at Fair Value through Profit or Loss 11,218 0.8 7,669 0.6 8,453 0.6 784 10.2

Debt and Equity Instruments 7,856 0.6 6,057 0.4 7,798 0.6 1,741 28.7

Derivatives 3,362 0.2 1,612 0.1 655 0.0 (957) (59.4)

Financial Assets Available for Sale 102,394 7.4 104,670 7.5 120,215 8.9 15,545 14.9

Financial Assets Held to Maturity 3,892 0.3 9,120 0.7 10,457 0.8 1,337 14.7

Loans to Customers, Net of Provision 673,747 48.5 603,857 43.5 585,191 43.2 (18,666) (3.1)

Non-current Assets Available for Sale 46 0.0 45 0.0 95 0.0 50 111.1

Investments in Associates 17,986 1.3 19,642 1.4 20,532 1.5 890 4.5

Fixed Assets 7,412 0.5 7,614 0.5 7,466 0.6 (148) (1.9)

Intangible Assets 8,813 0.6 8,743 0.6 7,616 0.6 (1,127) (12.9)

Goodwill on Investments 648 0.0 591 0.0 592 0.0 1 0.2

Others 8,165 0.6 8,152 0.6 7,024 0.5 (1,128) (13.8)

Tax Assets 45,351 3.3 54,463 3.9 47,869 3.5 (6,594) (12.1)

Current 7,463 0.5 12,290 0.9 8,389 0.6 (3,901) (31.7)

Deferred 37,888 2.7 42,173 3.0 39,480 2.9 (2,693) (6.4)

Other Assets 69,149 5.0 74,342 5.4 79,325 5.9 4,983 6.7

Total 1,388,865 100 1,387,216 100 1,353,075 100 (34,141) (2.5)

Chg. 17/16

Cash and Bank Deposits

Cash and bank deposits were R$13,471 million in 2017, increase of R$673 million compared to 2016, due to the increase of R$1,363 million of cash and a decrease of R$690 million of bank deposits.

The cash and bank deposits totaled R$12,978 million in 2016, a R$5,249 million yearly decrease. This

variation was due the R$2,074 million decrease in cash and R$3,175 in banking deposits.

Loans to Financial Institutions

In 2017, loans to financial institutions totaled R$35,117 million, a decrease of R$14,002 million compared

to 2016. The variation was mainly due to: a) the decrease of R$10,391 million in loans in foreign branches,

mainly (i) a reduction of R$9,521 million in federal funds, R$2,286 million in term deposits and R$432 million in interbank deposits in other institutions, and (ii) a increase of R$1,302 million in central banks

deposits or similar institutions and R$531 million due to exchange variation; b) an increase of R$1,291 million in interbank investments, partially offset by the reduction of R$161 million in foreign currency investments; and c) a decrease of R$4,810 million in loan portfolios acquired with co-obligation.

In accordance with IFRS, the financial assets assigned, whose risks and ownership benefits have not

been fully transferred, should continue to be accounted for in the assigning entity, which will recognize a financial liability for the consideration received, causing the recording of a financial asset by the acquiree.

In 2016 the Loans to Financial Institutions totaled R$49,119 million, a R$17,349 million yearly decrease.

This variation was mainly due to: a) decrease of R$14,914 million in investments of foreign branches, with highlight to the: (i) foreign exchange R$8,677 million decrease, R$5,114 investments in federal

funds and R$1,742 in time deposits and (ii) R$1,492 increase in overnight and b) R$2,181 million reduction in loan acquired with guarantee from the transferor.

Securities Purchased under Resale Agreements

In 2017, investments in repo operations amounted R$348,187 million, a decrease of R$23,496 million

compared to 2016. This variation was mainly due to the decrease of R$46,634 million in operations with own resources, partially offset by an increase of R$23,138 million in third-party operations.

14

In 2016, the repurchase agreements application totaled R$371,683 million, a R$68,152 million yearly

increase. This variation was due the R$20,085 increase in own resources and R$48,067 million increase

in third-party operations.

Is notable that the Bank makes investments in securities with a commitment to resale, mainly comprising

Brazilian federal government securities. Resale commitments are considered as collateralised financial transactions and are accounted for at their acquisition cost, plus interest incurred. The amount paid,

including the appropriate interest, is recorded as an asset for repo operations, considering the economic

nature of the transaction as a loan granted by the Bank.

The assets of repo operations are subdivided into: (i) guaranted by securities not repledged/re-sold

(own resources), which is comprised by securities purchased under resale agreement and not

transferred, i.e. not sold with repurchase agreement and; (ii) guaranted by securities that have been repledged/re-sold (third-party), which includes the securities acquired with resale agreements and

transferred, i.e. sold with a repurchase agreement.

Financial Assets at Fair Value through profit or loss

In 2017 financial assets at fair value through profit or loss amounted R$8,453 million, an increase of R$784 million compared to 2016. The variation is due to: a) increase of R$1,741 million in debt and

equity instruments, highlighting (i) an increase of R$1,035 million in Brazilian federal government securities, R$384 million in securities issued by non-financial companies and R$349 million in

investments in mutual funds; and b) a decrease of R$957 million in derivative financial instruments,

including a decrease of R$741 million in swap operations, R$ 125 million in forward transactions and R$

70 million in options.

In 2016 the financial assets at fair value through profit or loss totaled R$7,669 million, a R$3,549 million

yearly decrease. This variation was due the: a) R$1,799 million decrease in debt and equity instruments, highlight to: (i) R$1,187 million in foreign government bonds, R$460 million in Brazilian federal

government bonds, R$58 million in securities issued by non-financial companies, R$41 million in securities issued by financial companies and R$33 million in investments in mutual funds; and b)

R$1,749 million decrease in derivative financial instruments, highlight to the R$434 million decrease in

swap operations and R$1,496 million in forward operation.

Financial Assets Held to Maturity

Financial assets held to maturity totaled R$10,457 million in 2017, an increase of R$1,337 million compared

to 2016. This variation was mainly due to the increase of R$588 million in securities issued by non-financial

companies, R$469 million in securities issued by financial companies and R$285 million in securities issued by foreign governments.

The financial assets held to maturity totaled R$9,120 million in 2016, a R$5,228 million yearly increase. This variation was due the R$5,186 increase in securities issued by non-financial companies.

Loans to Customers

In 2017, loans to customers amounted R$621,513 million, a decrease of R$16,291 million compared to 2016. This variation was mainly due to the reduction of: (i) R$13,430 million in loans and advances to

customers and ( ii) R$8,489 million in financing operations, partially offset by an increase of R$1,865

million in advances on exchange contracts, R$1,786 million in credit card operations, R$1,600 million in rural and agroindustrial financing, and R$478 million in real estate financing. These movements are basically explained by the higher volume of settlements in relation to new contracts in the period.

In 2016, the loans to customers decreased. This variation is mainly due to the reduction of: (i) R$36,404

million in loans and bills discounted, (ii) R$34,972 million in financing operations, (iii) R$3,868 million in forward exchange contracts and, (v) R$3,092 million in others receivables with loan characteristics,

partially offseted by R$6,166 rural and agribusiness financing, R$4,678 million in mortgage loans and R$570 million with credit card transactions.

Allowances for Loan Losses

Allowances for loan losses amounted R$36,322 million in 2017, an increase of R$2,374 million in relation

to 2016. This variation was mainly due to the increase of: R$1,204 million in provision for loan losses and

15

discounted bills, R$711 million in real estate financing and R$456 million in rural and agroindustrial

financing.

In 2016 provisions for loan losses totaled R$33,947 million, an increase of R$6,198 million over 2015.

Intangible Assets

Intangible assets totaled R$7,616 million in 2017, a decrease of R$1,127 million compared to 2016. This

variation is due to the reduction of R$1,048 million in relation premiuns paid to customers, mainly, on

payroll management.

In 2016, there was no significant change in intangible assets compared to 2015.

Current and Deferred Tax Assets

Current tax assets totaled R$8,389 million in 2017, a decrease of R$3,901 million compared to 2016.

Deferred tax assets totaled R$39,480 million in 2017, a decrease of R$2,693 million compared to 2016.

This decrease was mainly due to: a) a reduction of R$2,577 million in tax credits from post-employment benefits, notably in Previ Plano 1, offset by the increase of R$546 million in other plans; b) reduction of

R$555 million due to the reversal of tax credit - increase of the CSLL rate from 15% to 20%.

In 2016 the current tax assets totaled R$12,290 million, a R$4,827 million yearly increase.

The deferred tax assets totaled R$42,173 million in 2016, a R$4,285 million yearly increase. This occurred

mainly due to the variation of R$3,995 in allowance for loan losses.

Others Assets

In 2017, other assets totaled R$79,325 million, an increase of R$4,983 million compared to 2016. This

variation was mainly due to: (i) a R$5,276 million increase in securities and receivables, (ii) an increase of R$4,383 million in Previ Plano 1 actuarial assets and (iii) R$3,684 million in judicial deposits for tax and

labor lawsuits, (iv) a reduction of R$5,329 million in sundry debtors (vi) reduction of R$834 million in the net foreign exchange portfolio, (vii) reduction of R$465 million in receivable income and (viii) reduction of R$216 million in negotiations and securities distribution.

In 2016 the amount recorded in Other Assets totaled R$74,342 million, an increase of R$5,193 million

compared to 2015. This variation mainly arises from: (i) increase of R$5,428 million in related to judicial deposits for tax purposes, labor and civil lawsuits, (ii) increase of R$2,314 million regarding domestic

sundry debtors, (iii) increase of R$1,446 million in advances to employees, (iv) increase of R$1,069 million in net foreign exchange portfolio, (v) increase of R$473 million in Previ's Plano 1, (vi) decrease

of R$3,962 million in receivable income, (vii) decrease of R$546 million in securities distribution and (vii) decrease of R$460 million in other.

Balance Sheet – Liabilities

The "Liabilities" and "Shareholders' equity" groups in the Balance Sheet disclosed by Banco do Brasil, on which these analyses are based, are presented below:

16

R$ million, except for percentages 12/31/2015 % 12/31/2016 % 12/31/2017 % Abs. %

Liabilities

Customer Deposits 422,937 30.5 425,316 30.7 426,077 31.5 761 0.2

Amounts Payable to Financial Institutions 41,816 3.0 21,277 1.5 24,649 1.8 3,372 15.8

Financial Liabilities at Fair Value through Profit

or Loss3,627 0.3 2,235 0.2 790 0.1 (1,445) (64.7)

Debt Instruments 338 0.0 365 0.0 0 - (365) (100.0)

Derivatives 3,289 0.2 1,870 0.1 790 0.1 (1,080) (57.8)

Obligations Under Repurchase Agreements 333,522 24.0 374,634 27.0 376,243 27.8 1,609 0.4

Securities and Other Liabilities 411,878 29.7 368,351 26.6 337,982 25.0 (30,369) (8.2)

Labor, Tax and Civil Provisions 9,381 0.7 9,563 0.7 9,600 0.7 37 0.4

Tax Liabilities 4,631 0.3 8,843 0.6 5,434 0.4 (3,409) (38.6)

Current 1,601 0.1 5,947 0.4 2,365 0.2 (3,582) (60.2)

Deferred 3,030 0.2 2,896 0.2 3,069 0.2 173 6.0

Other Liabilities 74,843 5.4 86,920 6.3 71,062 5.3 (15,858) (18.2)

Total 1,302,635 93.8 1,297,139 93.5 1,251,837 92.5 (45,302) (3.5)

Shareholders' Equity

Capital 60,000 4.3 67,000 4.8 67,000 5.0 - -

Instruments Qualifying to Common Equity Tier

1 Capital8,100 0.6 8,100 0.6 8,100 0.6 - -

Treasury Stock (1,697) (0.1) (1,855) (0.1) (1,850) (0.1) 5 (0.3)

Capital Reserves 5,606 0.4 5,607 0.4 5,604 0.4 (3) (0.1)

Profit Reserves 29,031 2.1 27,646 2.0 35,281 2.6 7,635 27.6

Other Accumulated Comprehensive Income (17,162) (1.2) (17,609) (1.3) (13,960) (1.0) 3,649 (20.7)

Unallocated Retained Earnings (1,321) (0.1) (2,513) (0.2) (2,818) (0.2) (305) 12.1

Total Shareholders' Equity Attributable

To Majority Interest82,557 5.9 86,376 6.2 97,357 7.2 10,981 12.7

Interest of The Non-Controlling Stockholders 3,673 0.3 3,701 0.3 3,881 0.3 180 4.9

Shareholders' Equity 86,230 6.2 90,077 6.5 101,238 7.5 11,161 12.4

Total Liabilities And Shareholders' Equity 1,388,865 100 1,387,216 100 1,353,075 100 (34,141) (2.5)

Chg. 17/16

Deposits of clients

Deposits of clients were R$426,077 million at the end of 2017, an increase of R$761 million compared to 2016. There was no significant increase in this group, since the increase resulting from deposits

remuneration was offset by a negative net flow of deposits.

In 2016 the balance was R$425,316 million, an increase of R$2,379 million compared to 2015. This

variation is mainly due to a positive net inflow of time deposits.

Amount Payable to Financial Institutions

The amounts payable to financial institutions totaled R$24,649 million in 2017, increase of R$3,372 million compared to 2016, mainly due to the increase of R$3,488 million in deposits from financial institutions.

In 2016 the amounts payable to financial institutions totaled R$21,277 million, a R$20,539 million yearly decrease. This variation is mainly due to the R$20,818 million decrease in deposits of financial institutions.

Financial Liabilities at Fair Values through Profit or Loss

Financial liabilities at fair value through profit or loss totaled R$790 million in 2017, a decrease of R$1,445 million compared to 2016. This decrease was due to the reduction of R$1,080 million in derivative financial instruments, and the decrease R$365 million in debt instruments.

In 2016 the financial liabilities at fair values through profit or loss totaled R$2,235 million, a R$1,392

million yearly decrease. This variation is mainly due to the R$1,419 million decrease in derivative financial instruments, partially offset by the debt instruments R$27 million increase.

17

Liabilities from Issuance of Securities and Other Financial Liabilities

In 2017, liabilities from issuance of securities and other financial liabilities were R$337,982 million, a

decrease of R$30,369 million compared to 2016. This variation is mainly due to:

(i) decrease of R$31,036 million in the issuance of securities, especially R$36,067 million in agribusiness letters of credit decrease and R$3,930 million in the Global Medium-Term Notes program and of R$1,452

million in certificates of deposit increase;

(ii) decrease of R$2,198 million in onlendings, mainly due to the decrease with BNDES (R$5,150 million) and Finame (R$4,991 million) resources, offset by the increase in rural credit resources (R$5,533) and

with Caixa Econômica Federal (R$2,800 million) resources;

(iii) increase of R$2,004 million in financial and development funds, mainly in resources of the Pasep Fund (R$1,653 million), the Mid-West Development Fund (FCO) (R$ 282million) and the Merchant Marine Fund

(R$238 million); and

(iv) increase of R$1,367 million in subordinated debt, especially the increase in R$2,633 million in resources from the Constitutional Fund of the Mid-West - FCO, offset by the reduction of R$1,421 million in

subordinated financial letters in the country.

In 2016 the liabilities from issuance of securities and other financial liabilities totaled R$368,351 million, a

yearly decrease of R$43,527 million. This variation was due to the:

(i) R$23,421 million decrease in liabilities from issuance of securities, notably: R$9,858 million in the

agribusiness letters of credit, R$6,168 in deposit certificate, R$4,670 million in "Global medium-term notes"

program and R$1,048 million in mortgage bonds;

(ii) R$9,246 million in other liabilities, of which R$9,233 million in borrowings;

(iii) R$6,993 million in onlendings, mainly by the decrease in obligations with funds from BNDES (R$5,894

million) and Finame (R$5,215 million) partially offset by the Caixa Econômica Federal (R$4,067 million)

increase;

(iv) R$ 5,696 million in perpetual bonds issue, highlighting the valuation of the real against the dollar

(R$4,801 million), offset by the repurchase of perpetual bonds (R$877 million);

(v) R$2,040 million in subordinated debt, especially: R$2,242 million funds from the Constitutional

Midwestern Fund (FCO) and R$1,713 in subordinated letters of credit. There was a decrease of R$1,900

million in the subordinated debt abroad, due to the valuation of the real against the dollar;

Current and Deferred Tax Liabilities

Current tax liabilities were R$2,365 million in 2017, decrease of R$3,582 million compared to 2016.

Deferred tax liabilities totaled R$3,069 million in 2017, an increase of R$173 million compared to 2016. This variation is mainly due to the R$382 million increase in deferred taxes on actuarial gains, offset by a decrease of R$221 million arising from the mark-to-market of financial assets.

In 2016 the current and deferred tax liabilities totaled R$5,947 million, a R$ 4,346 million yearly

increase. The deferred tax liabilities totaled R$2,896 million, a R$ 134 million yearly decrease. This variation was mainly due to the R$315 million adjustments of financial assets decrease, partially offset by the income tax rate over adjustments increase (R$ 142 million).

Shareholders' equity

Shareholders' equity totaled R$101,238 million in 2017, an increase of R$11,161 million compared to 2016. The variation in the period mainly reflects the retained earnings of the period and the impact of the actuarial gain of Previ Plano 1 in Other Comprehensive Income.

Banco do Brasil's shareholders' equity totaled R$90,077 million on December 31, 2016, an increase of R$3,847 million from December 31, 2015.

18

Share Capital

Banco do Brasil’s share capital was R$67,000 million at the end of 2017, stable compared to 2016.

Banco do Brasil's share capital totaled R$67,000 million on December 31, 2016, as increase of R$7,000 million in relation to December 31, 2015, due to the capital increase with statutory reserve utilization.

Accumulated Other Comprehensive Income

Accumulated other comprehensive income had a negative balance of R$2,818 million in 2017, a negative variation of R$ 304 million compared to 2016.

The accumulated other comprehensive income had a negative balance of R$2,514 million in 2016, variation of R$1,193 million compared to December 31, 2015.

The net income determined in compliance with Brazil adopted accounting practices is fully allocated in

dividends, JCP and profit reserves constitution. Thus, the balance presented in this account of the consolidated financial statements prepared in accordance with IFRS represents the differences between

the accounting practices adopted in Brazil and the International Accounting Standards.

Statement of Income for the Year

The following table, with components of the Consolidated Income Statement, is published by the Banco do Brasil. The analysis of the variations in the last three years will be held in section 10.2.

R$ million, except for percentages 2015 2016 2017 Abs. % Abs. %

Interest Income 182,369 168,039 139,764 (14,330) (7.9) (28,275) (16.8)

Interest Expense (136,621) (106,125) (86,534) 30,496 (22.3) 19,591 (18.5)

Net Interest Income 45,748 61,914 53,230 16,166 35.3 (8,684) (14.0)

Net Expenses with Provision For Losses with Loans to

Customers(23,289) (28,420) (22,865) (5,131) 22.0 5,555 (19.5)

Expense with Provision For Losses On Loans to Financial

Institutions6.0 14.0 - 8 133.3 (14) (100.0)

Net Interest Income after the Allowance for Credit

Losses22,465 33,508 30,365 11,043 49.2 (3,143) (9.4)

Non-Interest Income 38,037 32,191 33,944 (5,846) (15.4) 1,753 5.4

Net Revenues From Fees and Commissions 18,521 20,848 22,071 2,327 12.6 1,223 5.9

Net Gains (Losses) on Financial Assets/Liabilities Stated at

Fair Value through Profit or Loss1,808 (1,958) (428) (3,766) (208.3) 1,530 (78.1)

Net Gains/(Losses) on Financial Assets Available for Sale (596) 128 472 724 (121.5) 344 268.8

Net Gains/(Losses) in Associated Companies and Joint

Ventures4,393 3,960 3,751 (433) (9.9) (209) (5.3)

Other Operating Income 13,911 9,213 8,078 (4,698) (33.8) (1,135) (12.3)

Non-Interest Expenses (50,365) (54,808) (48,379) (4,443) 8.8 6,429 (11.7)

Personnel Expenses (21,330) (22,615) (20,560) (1,285) 6.0 2,055 (9.1)

Administrative Expenses (10,381) (10,685) (10,601) (304) 2.9 84 (0.8)

Contributions, Taxes and Other Taxes (5,640) (5,660) (5,482) (20) 0.4 178 (3.1)

Amortization of Intangible Assets (2,721) (2,607) (2,417) 114 (4.2) 190 (7.3)

Provisions (4,153) (3,012) (2,833) 1,141 (27.5) 179 (5.9)

Depreciation (1,124) (1,149) (1,163) (25) 2.2 (14) 1.2

Other Operating Expenses (5,016) (9,080) (5,323) (4,064) 81.0 3,757 (41.4)

Income Before Taxes 10,137 10,891 15,930 754 7.4 5,039 46.3

Taxes 5,661 (2,231) (3,655) (7,892) (139.4) (1,424) 63.8

Current (6,145) (6,636) (3,291) (491) 8.0 3,345 (50.4)

Deferred 11,806 4,405 -364 (7,401) (62.7) (4,769) (108.3)

Net Income For The Period 15,798 8,660 12,275 (7,138) (45.2) 3,615 41.7

Attributable to Controlling Shareholders 14,070 7,027 10,629 (7,043) (50.1) 3,602 51.3

Attributable to Non-Controlling Interests 1,728 1,633 1,646 (95) (5.5) 13.0 0.8

Chg. 16/15 Chg. 17/16

10.2. The Directors must comment:

19

a. income from issuer's operations:

(i) details on any important revenue items and (ii) factors that materially impacted operating

income

b. changes in revenues from price variations, foreign exchange rates, inflation, changes

in volume and introduction of new products and services

c. impact of inflation, of price changes of the main inputs and products, of foreign

exchange rate and interest rate in the issuer's operating and financial income

The following table presents the main items of the Bank's income, and return on average equity.

R$ million, except for percentages 2015 2016 2017

Chg.%

16/15

Chg.%

17/16

Interest income 182,369 168,039 139,764 (7.9) (16.8)

Interest expenses (136,621) (106,125) (86,534) (22.3) (18.5)

Net interest income 45,748 61,914 53,230 35.3 (14.0)

Net expenses w/ provision for losses w/ loans to fin. institutions 6 14 -- 133.3 --

Net expenses w/ provision for losses w/ loans to customers (23,289) (28,420) (22,865) 22.0 (19.5) Interest income, net of provision for losses on customer

loans 22,465 33,508 30,365 49.2 (9.4)

Non-interest income 38,038 32,191 33,944 (15.4) 5.4

Non-interest expenses (50,366) (54,808) (48,379) 8.8 (11.7)

Income before taxes 10,137 10,891 15,930 7.4 46.3

Taxes 5,661 (2,231) (3,655) (139.4) 63.8

Net income for the year 15,798 8,660 12,275 (45.2) 41.7

Net income attributable to the majority interest 14,070 7,027 10,629 (50.1) 51.3 Net income attributable to interests by non-controlling

shareholders 1,728 1,633 1,646 (5.5) 0.8

Return on Average Shareholders' Equity 18.4% 9.8% 12.8%

Below we present the result of Banco do Brasil's main operations according to: (i) Interest income; (ii) Interest expenses; (iii) Net expenses with provision for losses with loans to customers; (iv) Non-interest income; (v) Non-interest expenses.

Interest income

Interest income fell in 2017, driven by the decrease in revenues from loans to customers, which represented 54.4% of the total, and in money markets repurchase agreements, which represent 27.7%.

Interest income fell in 2016, driven by the decrease in revenues from loans to financial institutions, due mainly to exchange rate variation in interbank deposits (16.5% R$/US$ appreciation).

The next table shows the interest income breakdown and explanation for mais variations:

R$ million, except for percentages 2015 % 2016 % 2017 %

Chg.%

16/15

Chg.%

17/16

Interest income 182,369 100.0 168,039 100.0 139,764 100.0 (7.9) (16.8)

Loans to customers¹ 100,959 55.4 94,960 56.5 76,019 54.4 (5.9) (19.9)

Securities purchased under resale

agreements 39,128 21.5 46,280 27.5 38,691 27.7 18.3 (16.4)

Loans to financial institutions³ 12,833 7.0 (4,092) (2.4) 438 0.3 (131.9) (110.7)

Financial assets available for sale² 12,322 6.8 13,493 8.0 10,148 7.3 9.5 (24.8)

Compulsory deposits in central banks 4,893 2.7 5,551 3.3 3,862 2.8 13.5 (30.4)

Financial assets at fair value through

profit or loss 850 0.5 653 0.4 798 0.6 (23.2) 22.3

Financial assets held to maturity 403 0.2 975 0.6 1,287 0.9 141.7 32.0

Other interest income 10,980 6.0 10,220 6.1 8,519 6.1 (6.9) (16.6) 1 – Includes interest income recognized on loan operations with total impairment of R$12,453 million in 2017 (R$14,108 million in 2016 and R$9,062

million in 2015).

2 - Includes dividend income totaling R$11.5 million in 2017 (R$107.8 million in 2016 and R$41.5 million in 2015).

3 - There was a negative exchange variation higher than the interest recognized.

4 - Includes interest income on deposits of guarantees and with National Treasury bills and credits.

20

Loans to customers

Revenue from loans to customers fell in 2017 due to less income in Securities Purchased under Resale

Agreements, influenced mainly to exchange rate variation (12.08% depreciation in 2017 over 3.18% appreciation in 2016), in our Viena subsidiary. Besides exchange rate, there has been rates and balance reduction, mainly in BB Giro Empresa Flex, BB giro and Credit Card.

In 2016, revenue from loan to customers fell due to the reduction in financing revenue, influenced by

exchange variation (16.5% fall in 2016 over 47.0% in 2015), partially offset by the increase in average balance e average interest rate. Also, there was a positive effect from the increase in revenue with loans and bills discounted due to the increase in balance and rates, especially in direct consumer credit.

Securities purchased under resale agreements

Revenues from repurchase agreements decreased in 2017 driven by a 29.1% drop in effective TMS compared to 2016. This effect was partially offset by the increase in the average balance of investments in repo operations.

In 2016, revenues from repurchase agreements grew due to the 5.7% increase in the effective TMS and also to higher balance.

It is worth mentioning that the Bank invests in securities with resale agreements and raises funds selling securities with repurchase agreements, comprised mainly of federal securities. Resale and repurchase

agreements are considered as financial transactions with guarantee, and are recorded at acquisition or sale value, plus interest incurred.

Therefore, securities sold under repurchase agreements are not written-off because the Bank holds almost all of property risks and benefits. The amount of cash received, including recognized interest, is

recognized as a liability for repurchase and resale agreements, reflecting the economic substance of the transaction as a Bank debt.

Securities acquired with resale agreements are not recognized. The amount paid, including recognized interest, is recorded as an asset from repurchase and resale agreements, reflecting the economic nature of the transaction as a loan granted by the Bank.

Interest expenses

Interest expenses fell in 2017, influenced by the decrease in liabilities with financial institutions, mainly due to exchange rate variation (the dollar over the euro - depreciation of 12.08% in 2017 over an

appreciation of 3.18% in the same period of 2016) and over the pound sterling (depreciation of 8.37% in 2017 over appreciation of 19.69% in 2016) in interbank deposits

In 2016, interest expenses fell 22.3% over the previous year. This decrease is explained by the fall in

expenses from securities issuance, partially offset by the increase in expenses of amounts payable to financial institutions and obligations by issuing securities.

In the next table, it is presented the interest expenses breakdown and explanation for relevant variation:


Chg.%

16/15

Chg.%

17/16

Interest expenses (136,621) 100.0 (106,125) 100.0 (86,534) 100.0 (22.3) (18.5)

Sec. sold under repurc. agreements (41,614) 30.5 (48,741) 45.9 (40,359) 46.6 17.1 (17.2)

Deposits of clients (33,148) 24.3 (33,018) 31.1 (27,607) 31.9 (0.4) (16.4)

Liabilities f/ sec. issuance and other (60,731) 44.5 (16,534) 15.6 (26,121) 30.2 (72.8) 58.0

Amounts payable to financial institutions (616) 0.5 (7,831) 7.4 7,553 (8.7) -- --

Other interest expenses (511) 0.4 -- -- -- -- -- --

Securities sold under repurchase agreements

Securities sold under repurchase agreements expenses decreased in 2017 due to a 29.1% decrease in the effective TMS rate compared to 2016, partially offset by the increase in the average balance.

In 2016, the increase in the Obligations by repurchase agreements expenses occurred due to the increase

of the average balance and 5.7% in the effective TMS in the period, with an increase of 18.3% (R$ 6,507 million) in and 10.1% (R$ 620 million) in own portfolio expenses.

21

Deposits of clients

In 2017, the reduction in customer deposits expenses was driven by the decrease in expenses with time

deposits and savings deposits, due in particular to lower rates.

There was no significant change in customer deposits expenses in 2016.

Liabilities from securities issuance and other obligations

Liabilities from securities expenses increased in 2017, impacted by the variation of the Real over the US

dollar (depreciation of 1.50% in 2017 versus 16.54% appreciation in the same period of 2016).

Disregarding this effect, there was a reduction in expenses with Agribusiness Letters of Credit (LCA) due

to the drop in rates and the average balance.

In 2016, the reduction in expenses of this grouping was mainly due to the decrease in obligations with

onlendings and issuance of securities. This was due to a 12.4% fall in bonds issuance and by 7.8% in

onlendings.

Following on, the liabilities from securities issuance and other obligations balance evolution:

R$ million, except for percentages 12/31/2015 % 12/31/2016 % 12/31/2017 %

Chg.%

16/15

Chg.%

17/16

Liabilities from issuance of sec. 188,223 45.7 164,802 44.7 133,766 39.6 (12.4) (18.8)

Onlending 90,076 21.9 83,083 22.6 80,885 23.9 (7.8) (2.6)

Subordinated debts 59,936 14.6 61,976 16.8 63,342 18.7 3.4 2.2

Perpetual bonuses 28,986 7.0 23,290 6.3 23,622 7.0 (19.7) 1.4

Financial and development funds 15,003 3.6 14,791 4.0 16,795 5.0 (1.4) 13.6

Others 29,655 7.2 20,409 5.5 19,572 5.8 -- (4.1)

Total 411,878 100.0 368,351 100.0 337,982 100.0 (10.6) (8.2)

Net expenses with provision for losses with loans to customers

Net expenses provision decreased R$5,556 million in 2017, mainly influenced by: R$3,754 million in financing and R$1,492 million in rural and agroindustrial financing.

In 2016, net expenses with provisions for losses with loans to customers increased mainly due to the higher loan provisions reinforcement of R$5,131 million, mainly influenced by: R$3,045 million in

financing, R$1,919 million in agribusiness financing, R$660 million in loans and discounted securities, mainly due to the portfolio risk, partially offset by a R$580 million decrease in rural financing.

The provision for losses with loans to customers in the collective analysis, comprising most of the expenses for the provision for losses with loans to customers, is calculated based on estimates that

consider the evolution of the loan portfolio, historical losses, current economic scenarios, the balance of recovered and renegotiated defaulted operations, and assumptions and judgments of the Bank’s Management.

The provisions for impairment of loans recorded for the period were considered by Management to be sufficient to cover losses incurred with these loans.

R$ million, except for percentages 12/31/2015 12/31/2016 12/31/2017

Chg.%

16/15

Chg.%

17/16

Allowance for losses on loans to customers (26,082) (31,966) (27,050) 22.6 (15.4)

Recovery of loans written off as loss 2,794 3,545 4,185 26.9 18.0

Net expenses with allowance for losses on loans to

customers(23,289) (28,420) (22,864) 22.0 (19.5)

R$ million, except for percentages 12/31/2015 12/31/2016 12/31/2017

Chg.%

16/15

Chg.%

17/16

Opening balance 18,951 27,749 33,947 46.4 22.3

Allowance for losses on loans to customers 26,082 31,966 27,050 22.6 (15.4)

Written-off balances (17,485) (25,696) (24,762) 47.0 (3.6)

Exchange variation on allowances - foreign 200 (71) 87 (135.3) (222.5)

Closing balance 27,749 33,947 36,322 22.3 7.0

22

Non-interest income

Following on, the non-interest income breakdown and evolution:


Chg.%

16/15

Chg.%

17/16

Non-interest income 38,038 100.0 32,191 100.0 33,944 100.0 (15.4) 5.4

Net revenues from fees and commissions 18,521 48.7 20,848 64.8 22,071 65.0 12.6 5.9

Net gains (losses) on financial

assets/liabilities stated at fair value 1,809 4.8 (1,958) (6.1) (428) (1.3) (208.4) 137.5

Net gains/(losses) on financial assets

available for sale (596) (1.6) 128 0.4 472 1.4 (121.5) (48.3)

Net gains/(losses) in associated

companies and joint ventures 4,393 11.5 3,960 9.5 3,751 11.1 289.3 (5.3)

Other operating income 13,910 36.6 9,213 28.6 8,078 23.8 (33.8) (12.3)

Fee Income

In 2017, the net income with fees and commissions grew 5.9%. This result was influenced by the

increase in customer relationship and higher products and services use, with special attention to the strategy of intensification of digital channel as an instrument to provide more convenience for our

customers. Also noteworthy was the 22.5% increase in fees related to fund management, reflecting the

increase in managed funds that went from R$731 billion in December 2016 to R$864 billion in December 2017, up 18.2% in 12 months.

In 2016, the fee income increase was mainly influenced by account fee, asset management and

insurance, pension and capitalization bonds sales commission. This movement was partially offset by

the fall in cards revenue, mainly due to Cateno assignment rights, a company established in February 2015.


Chg.%

16/15

Chg.%

17/16

Fee income 21,703 117.2 23,340 112.0 24,784 112.3 7.5 6.2

Service income to clients 12,357 66.7 13,105 62.9 13,418 60.8 6.1 2.4

Checking Account fees 4,470 24.1 5,356 25.7 6,113 27.7 19.8 14.1

Credit/Debit Cards 2,093 11.3 1,647 7.9 1,768 8.0 (21.3) 7.3

Collection 2,156 11.6 2,179 10.4 2,070 9.4 1.0 (5.0)

Billings 1,707 9.2 1,686 8.1 1,450 6.6 (1.2) (14.0)

Interbank 1,211 6.5 1,368 6.6 779 3.5 13.0 (43.0)

Loans and registration file 268 1.4 347 1.7 550 2.5 29.6 58.7

Foreign exchange 327 1.8 376 1.8 331 1.5 15.2 (12.0)

Capital Market 125 0.7 147 0.7 176 0.8 16.9 19.9

Other 0 - 0 - 181 0.8 - -

Asset Management 5,398 29.1 5,871 28.2 7,191 32.6 8.8 22.5

Commissions 3,518 19.0 3,860 18.5 3,770 17.1 9.7 (2.3)

Insurance distribution 2,164 11.7 2,391 11.5 2,275 10.3 10.5 (4.9)

Securities distribution 198 1.1 325 1.6 346 1.6 64.1 6.4

Capitalization distribution 682 3.7 570 2.7 503 2.3 (16.5) (11.7)

Pension plans distribution 474 2.6 575 2.8 646 2.9 21.2 12.5

Guarantees provided 169 0.9 180 0.9 155 0.7 6.5 (13.9)

Other services 262 1.4 323 1.6 250 1.1 23.3 (22.8)

Fee Expenses (3,182) (17.2) (2,492) (12.0) (2,713) (12.3) (21.7) 8.8

Services Income (3,120) (16.8) (2,402) (11.5) (2,458) (11.1) (23.0) 2.4

Comission expenses (9) (0.0) (1) (0.0) (7) (0.0) (85.3) 415.3

Other services (53) (0.3) (89) (0.4) (247) (1.1) 68.1 176.9

Net revenues from fee 18,521 100.0 20,848 100.0 22,071 100.0 12.6 5.9

Other operating revenues

In 2017, other operating revenues decreased R$1.1 billion, representing a 12.3% reduction in the yearly comparison. This effect is mainly due to exchange rate change effects.

In 2016, the decrease in other operating revenues was due to lower in gains/losses on the assets

disposal, mainly due to the gain recorded in 2015 because of the strategic partnership between BB Elo Cartões and Cielo in the electronic payment business to Cateno establishment, resulting in investments

23

abroad conversion. This movement was partially offset by increases in gains from foreign exchange operations and income from securities and receivables.

Our gains with employee benefit plans refer to revenues from defined benefit plans presenting surplus,

calculated from net interest income on plan assets, interest paid on plan liabilities and the cost of the service. This item represents our interest of 50% in the gains or losses of the Plan I of Previ.


Chg.%

16/15

Chg.%

17/16

Other operating income 13,911 100.0 9,213 100.0 8,078 100.0 (41.9) (12.3)

Gains from benefit plans – Plan 1 – Previ¹ 358 2.6 24 0.3 17 0.2 (95.2) (28.9)

Gains from benefit plans - Surplus agreements 1,355 9.7 1,058 11.5 647 8.0 (52.3) (38.8)

Recovery of charges and expenses 1,302 9.4 1,390 15.1 2,046 25.3 57.1 47.2

Credit card transactions 780 5.6 565 6.1 579 7.2 (25.7) 2.6

Exchange rate variation on cards -- -- -- -- 83 1.0 -- --

Gains f/ foreign invest. tranlation 3,366 24.2 -- -- 347 4.3 (89.7) --

Accounts receivable 1,053 7.6 2,282 24.8 2,220 27.5 110.8 (2.7)

Gains/(losses) on the sale of assets 5,960 42.8 217 2.4 202 2.5 -- (7.0)

Reversal of provisions for sundry payments 52 0.4 368 4.0 599 7.4 -- 62.9

Gains from corporate investments² 124 0.9 338 3.7 304 3.8 144.6 (10.1)

Net gains (losses) in foreign exchange operations (2,264) (16.3) 1,650 17.9 268 3.3 (111.9) (83.7)

Others 1,824 13.1 1,322 14.3 766 9.5 (58.0) (42.0)

1 - Refers to the recognition in income of certain cost components of defined benefit plans.

2 - Refers mainly to the recognition of the gain arising from the strategic partnership with BB Elo Cielo (Note 6.b).

Non-interest expenses

Following next, non-interest expenses breakdown and evolution:


Chg.%

16/15

Chg.%

17/16

Non-interest expenses (50,365) 100.0 (54,809) 100.0 (48,379) 100.0 8.8 (11.7)

Personnel expenses (21,330) 42.4 (22,616) 41.3 (20,560) 42.5 6.0 (9.1)

Administrative expenses (10,381) 20.6 (10,685) 19.5 (10,601) 21.9 2.9 (0.8)

Contributions, taxes and other taxes (5,640) 11.2 (5,660) 10.3 (5,482) 11.3 0.4 (3.1)

Amortization of intangible assets (2,721) 5.4 (2,607) 4.8 (2,416) 5.0 (4.2) (7.3)

Provisions (4,154) 8.2 (3,012) 5.5 (2,833) 5.9 (27.5) (5.9)

Depreciation (1,124) 2.2 (1,149) 2.1 (1,163) 2.4 2.2 1.2

Other operating expenses (5,016) 10.0 (9,080) 16.6 (5,323) 11.0 81.0 (41.4)

Personnel expenses

Reflecting the adhesion of 9,400 employees to the Extraordinary Incentivized Program (PEAI), personnel

expenses decreased by 9.1% yearly, representing a decrease of R$2 billion. The increase in expenses with benefits arises from the extraordinary reimbursement of up to R$23 million per month to Cassi.

In 2016, the growth in personnel expenses was mainly influenced by the R$1,634 million increase with salary readjustments granted in collective agreements 2015/2016 and 2016/2018, an increase of

R$1,400 million in provision constitution related to the PEAI. The increase aforementioned was partially offset by the R$812 million decrease in expenses with the profit sharing payment provision and R$511

million referring to the employees adhesion to the PEAI impact, foreseen at the time according to Material Fact released 08/17/2015.


Chg.%

16/15

Chg.%

17/16

Personnel expenses (21,330) 100.0 (22,616) 100.0 (20,560) 100.0 6.0 (9.1)

Wages and salaries (12,100) 56.7 (13,747) 60.8 (11,175) 54.4 13.6 (18.7)

Social security costs (4,179) 19.6 (4,076) 18.0 (3,957) 19.2 (2.5) (2.9)

Benefits (2,586) 12.1 (2,808) 12.4 (3,021) 14.7 8.6 7.6

Profit sharing (1,828) 8.6 (1,016) 4.5 (1,422) 6.9 (44.4) 40.0

Private pension plans (520) 2.4 (853) 3.8 (875) 4.3 63.9 2.5

Training (70) 0.3 (67) 0.3 (64) 0.3 (4.6) (4.0)

Directors’ and officers’ remuneration (46) 0.2 (49) 0.2 (46) 0.2 7.6 (6.6)

Following next, the collaborators number evolution:

24

Dec/15 Dec/16 Dec/17

Number of Collaborators 113,257 102,950 101,247

Employees 109,191 100,622 99,161

Trainees 4,066 2,328 2,086

Provisions

In 2017, expenses with provisions decreased 6% in the yearly comparison, a R$179 million reduction.

Provisions expenses fell in 2016, mainly due to the R$1,370 million decrease in expenses with provisions for civil claims.

Scheduling of loans to customers by maturity brackets

The scheduling of loans to customers by maturity is presented in the following table. In terms of falling due installments, over 50% of the portfolio matures in more than 360 days.

R$ million, except for

percentages 12/31/2015 % 12/31/2016 % 12/31/2017 %

Chg.%

16/15

Chg.%

17/16

Installments falling due 691,628 98.6 624,264 97.9 610,847 98.3 (9.7) (2.1)

01 to 30 days 53,150 7.6 40,226 6.3 42,047 6.8 (24.3) 4.5

31 to 60 days 26,399 3.8 21,284 3.3 23,076 3.7 (19.4) 8.4

61 to 90 days 22,392 3.2 17,064 2.7 22,561 3.6 (23.8) 32.2

91 to 180 days 67,123 9.6 52,386 8.2 48,960 7.9 (22.0) (6.5)

181 to 360 days 97,745 13.9 89,046 14.0 83,918 13.5 (8.9) (5.8)

361 to 1080 days 156,482 22.3 162,422 25.5 160,845 25.9 3.8 (1.0)

1081 to 1800 days 109,519 15.6 99,488 15.6 89,379 14.4 (9.2) (10.2)

Over 1800 days 158,446 22.6 141,948 22.3 139,664 22.5 (10.4) (1.6)

Other¹ 373 0.1 400 0.1 397 0.1 7.3 (0.9)

Installments overdue 9,867 1.4 13,540 2.1 10,666 1.7 37.2 (21.2)

01 to 14 days 1,392 0.2 3,252 0.5 2,378 0.4 133.7 (26.9)

15 to 30 days 798 0.1 1,015 0.2 597 0.1 27.2 (41.2)

31 to 60 days 1,185 0.2 1,437 0.2 1,047 0.2 21.3 (27.2)

61 to 90 days 1,031 0.1 1,351 0.2 838 0.1 31.1 (38.0)

91 to 180 days 2,825 0.4 2,906 0.5 2,074 0.3 2.9 (28.6)

181 to 360 days 2,427 0.3 3,155 0.5 2,854 0.5 30.0 (9.5)

Over 360 days 210 0.0 423 0.1 877 0.1 101.8 107.3

Total 701,495 100 637,804 100 621,513 100 (9.1) (2.6)

1 - Operations with third-party risks subject to Government Funds and Programs, mainly Pronaf, Procera, FAT, BNDES and FCO. They include the amount of overdue installments in the total amount of R$12.229 thousand, which comply with rules defined in each program for reimbursement

with the managers and do not imply a credit risk for the Bank.

Other operating expenses

Other operating expenses decreased 41.4% in 2017, an R$3,756 million decrease. As a highlight, the 82.6% reduction in remuneration expenses for Banco Postal transactions, due to the new contractual

model in force since December, 2016, and the non-recognition of losses on investment conversion abroad, which recorded gains in the period.

In 2016, other operating expenses increased because of higher losses from foreign investment conversion, higher expenses with amortization of public sector payroll management fees, and expenses related to the actuarial obligations, mainly due to the higher Deficit in Plan I - Previ.

25


Chg.%

16/15

Chg.%

17/16

Other operating expenses (5,016) 100.0 (9,080) 100.0 (5,323) 100.0 81.0 (41.4)

Adjustment of actuarial obligations (994) 19.8 (1,582) 17.4 (1,410) 26.5 59.2 (10.9)

Losses on conversion of investments abroad -- -- (1,836) 20.2 -- -- -- --

Update of tax liabilities subject to judicial

litigation (935) 18.6 (1,366) 15.0 (1,027) 19.3 46.1 (24.8)

Compensation for transactions of Banco Postal¹ (1,170) 23.3 (1,358) 15.0 (237) 4.5 16.1 (82.6)

(Provision)/reversal for losses on other assets (287) 5.7 (316) 3.5 (220) 4.1 10.1 (30.5)

Performance bonus for loyalty (87) 1.7 (698) 7.7 (1,067) 20.0 700.5 52.7

Service failures and operating losses (226) 4.5 (206) 2.3 (294) 5.5 (9.1) 43.0

Life insurance premium - consumer credit (174) 3.5 (160) 1.8 (132) 2.5 (8.3) (17.3)

Update values to release (89) 1.8 (70) 0.8 (47) 0.9 (22.3) (32.9)

Garantee services (396) 7.9 (254) 2.8 (23) 0.4 (36.0) (90.9)

Commision for credit recovery (62) 1.2 (69) 0.8 (68) 1.3 10.5 (1.2)

Inflation adjustments of payables to the

National Treasury (87) 1.7 (94) 1.0 (72) 1.4 7.6 (22.8)

Capital gains/(losses) (75) 1.5 (76) 0.8 327 (6.1) 1.4 --

Fees for the use of Sisbacen (26) 0.5 (22) 0.2 (21) 0.4 (14.1) (6.7)

Impairment of property and equipment (4) 0.1 (13) 0.1 (10) 0.2 262.3 (24.2)

Proagro expenses (31) 0.6 (39) 0.4 (23) 0.4 27.2 (40.4)

Liabilities for operations linked to assignments (34) 0.7 (65) 0.7 (54) 1.0 92.2 (16.5)

Adjustment to goodwill impairment -- -- (48) 0.5 -- -- -- --

(Formation)/reversal for devaluation of assets

and goods 29 (0.6) (4) 0.0 35 (0.7) -- --

Update of interest on own capital/dividends (5) 0.1 -- -- -- -- -- --

Others (364) 7.3 (806) 8.9 (980) 18.4 121.6 21.6

1- Expenses arising from the partnership between Banco do Brasil and Empresa Brasileira de Correios e Telégrafos (ECT), for the use of the Banco Postal

network.

Tax expenses

Reflecting the increase in taxable income in the period, tax expenses increased by R$1.4 billion in 2017,

a 63.8% increase compared to the same period of the previous year. Despite the reduction in current tax

expenses, deferred tax expenses varied significantly, reflecting the consumption of activated tax credits because of the increase in the CSLL rate in 2015.

Tax expenses fell in 2016. Despite a R$491 million increase in current taxes, deferred taxes decreased by

R$7,401 million, mainly due to the higher provision for loan losses to customers and the activation of tax credits arising from the CSLL rate increase, in 2015.

10.3. Main impacts in the financial statements (IFRS)

Executive officers should comment the material effects that the following events have caused

or are expected to cause on the issuer's financial statements and results:

a. acquisition or disposal of an operating segment

Not applicable.

b. constitution, acquisition or disposal of equity interest

Corporate Reorganizations in the Insurance, Open Pension Plan, Capitalization and

Reinsurance Business

BB Cor Participações S.A.

26

On December 27, 2016, BB Corretora de Seguros and Administradora de Bens SA (BB Corretora)

incorporated BB Cor Participações SA (BB Cor) to its shareholders' equity pursuant to the Protocol and Justification of Merger.

The net assets incorporated were valued at book value on the base date of the transaction, December 27, 2016, in the amount of R $ 26,976 thousand.

The merger is justified by the lack of maintenance of BB Cor verified in the process of reviewing the

business model in the segment of distribution of security products, and a result of the lack of prospects for the company to develop operating activities.

As a natural consequence, BB Corretora became the successor to BB Cor's universal title in all its assets, rights and obligations, fully assuming its assets.

Considering that BB Seguridade is the only shareholder of the merged entity on the date of the merger, there was no share exchange ratio s non-controlling interest in the merged entity's shares, and therefore there is no change in the share capital of BB Seguridade.

Brasildental Operadora de Planos Odontológicos S.A.

On March 30, 2016, Brasldental's General Shareholders' Meeting approved the Company's capital increase, in the amount of R $ 4,500 thousand, through the issuance of 180 thousand shares, all nominative and

without nominal value, in the same proportion of the number of shares of all existing species, each shareholder being entitled to exercise the preemptive right over shares identical to those he owned.

The approval of the capital increase resulted in the acquisition by BB Seguros of 44,999 ON shares and 90,000 PN shares, in the total amount of R$3,375 thousand, and by Odontoprev of 45,001 common shares,

in the total amount of R $ 1,125 thousand. The shareholding of BB Seguros in Brasildental remains unchanged compared to the date of incorporation of the company.

IRB – Brasil Resseguros S.A.

Due to the corporate reorganization planned by IRB-Brasil Re in order to optimize the management of

its real estate assets, Banco do Brasil, as an indirect shareholder of IRB-Brasil Re, submitted for the approval of the Central Bank of Brazil, on 06.08.2015, the creation of a holding company (IRB -

Investimentos e Participações Imobiliárias SA) and four special purpose companies (SPE). The said

municipality issued a favorable opinion on November 17, 2015.

The General Meeting of IRB-Brasil Re approved, on August 21, 2015:

(i) the transformation of IRB-Brasil into a publicly-held corporation and the submission of the application

for registration as a publicly-held company in category "A" before the Brazilian Securities and Exchange Commission, pursuant to CVM Instruction 480/2009;

(ii) a request to the CVM for authorization to hold public offers for the distribution of securities, pursuant

to CVM Instruction 400/2003; and

(iii) the reformulation and consolidation of the by-laws of IRB-Brasil Re, to adapt it to the legal

requirements of a publicly-held company and the Listing Regulation of the New Market of B3.S.A. - Brasil, Bolsa, Balcão.

On 14.12.2015, IRB-Brasil Re's Board of Directors approved the by-laws of IRB - Investimentos e

Participações Imobiliárias S.A. (IRB - PAR) and SPEs, as the transfer of the properties that would be

part of its capital. In 2016, the Public Deed of Incorporation was drafted, obtaining the records in the CNPJ (National Register of Legal Entities) and the registrations in the Commercial Registry of the State

of Rio de Janeiro ("JUCERJA"), both IRB-PAR and SPEs.

In February 2016, the bidders opted for the non-continuance of the Initial Public Offering ("IPO") process of IRB Brasil Re, which was underway on the Stock Exchange and CVM, in view of unfavorable

conditions in the Brazilian capital market.

Strategic Rationale:

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The Bank's objective is to increase BB Corretora's market share, which will commercialize, within and

outside the distribution channels of Banco do Brasil S.A., others products in branches where the Bank does

not have exclusivity agreements with partners companies.

The objective of Brasildental is that it will operate and offer its products in the Brazilian market of dental

plans.

In the case of IRB - Brasil Resseguros S.A., the objective is to seek complementarity in the operations of

its insurers.

Corporate Reorganization in the área of cards

Stelo

On June 12, 2015, Aliança Pagamentos e Participações Ltda. (Alliance), which has its main activity

participating in other companies, the partner, shareholder or shareholder, acquired 30% of the capital

stock of Stelo, through capital increase and issuance of new shares by Stelo. The corporate motion

consolidated the provisions of the Memorandum of Understanding of April 15, 2014 between Alelo and

Cielo, controlling the Alliance.

Taking into consideration the Bank's indirect interests in Cielo and Alelo, through BB Banco de Investimento

S.A. and BB Elo Tarjetas Participações S.A., respectively, the Bank's total indirect equity interest in Stelo

is 43.61%.

Stelo started its operations in 2015 with the authorization of the regulatory and supervisory bodies.

BB Elo Cartões e Cielo

On February 27, 2015, after approval by the respective regulatory, supervisory and

supervisory bodies, and observing compliance with all contractual conditions precedent to

the closing of the transaction, BB Elo Tarjetas and Cielo completed the formation of the

strategic partnership, constituting a new company called Cateno Gestão de Contas de

Pagamento SA (Cateno).

According to the terms of the Agreement, the new company consisted of an intangible asset

represented by the right, transferred by BB Elo Tarjetas, to explore the activities of

management of transactions of postpaid payment accounts and management of the

functionality of purchases through debit of payment arrangements, according to the rules

of the regulatory framework in the electronic payment sector. In addition, the new business

has among its objectives to establish partnerships with other partners in order to take

advantage of opportunities in a niche market related to electronic means of payment,

seeking synergy gains and optimizing the structuring of new businesses in the segment.

The contribution of this intangible asset to Cateno's shareholders' equity represented R$

11,572 million, according to a technical report made by an independent company. On the

other hand, as well as for purposes of equalization of the corporate interests, Cateno

delivered to BB Elo Cards the amounts of R$ 4,641 million in currency, related to the

payment of taxes levied on the transaction, and R$ 3,459 million in debentures of Heaven.

The amount of R$ 3,472 million was retained to form the shareholding of BB Elo Cards in

Cateno.

The total share capital was divided at the rate of 30.00% for BB Elo Tarjetas and 70.00%

for Cielo. However, taking into account the Bank's indirect participation in Cielo, through

BB Banco de Investimento SA, Banco do Brasil's total indirect equity interest in Cateno on

the acquisition date was 50.13%.

Due to the conclusion of the operation, the amount of R$ 3,457 million positively impacted

the Bank's result in the Year of 2015.

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Livelo

On May 14, 2014, Banco do Brasil and Banco Bradesco informed the market that the Brazilian Company for Solutions and Services (Alelo) started, through its existing wholly-owned subsidiary Livelo SA, the

negotiations to explore business related to the program of loyalty by coalition.

Livelo is a company with indirect participation of the Bank, with 49.99% of the capital stock, and Bradesco,

with 50.01% of the capital stock, through Alelo, and its main objective is:

a) to act as an independent and open coalition loyalty program, having as partners: issuers of payment

instruments, retailers and other loyalty programs, among others;

b) bring together a diverse group of relevant and strategic partners to enable the generation of loyalty points and redemption of benefits;

c) to develop own loyalty points to be offered to the generation / accumulation partners of points and

convertible into prizes and benefits in the rescue partners.

The company started operations in 2016 with the authorization of the relatory and supervisory bodies.

Other corporate actions

Gestora de Inteligência de Crédito S.A. - GIC

On June 14, 2017, Banco do Brasil signed the necessary documents for the constitution of

the company Gestora de Inteligência de Crédito SA – (GIC) together with Banco Bradesco

SA, Banco Santander (Brasil) SA, Caixa Econômica Federal, through its subsidiary Caixa

Participações SA and Banco Itaú Unibanco SA Each of the parties holds 20% of the capital

stock of GIC, and control of the company is shared between the parties.

The Bureau of Credit will develop a database with the objective of aggregating, reconciling

and processing registration and credit information of individuals and legal entities, in

accordance with the applicable rules. This action will provide, through a deeper knowledge

of the profile of individuals and legal entities, a significant improvement in our processes

for the concession, pricing and targeting of lines of credit performed by entities

participating in the National Financial System, resulting in the improvement of the the

country's credit environment in a medium- and long-term perspective.

The parties estimate that the Company will be fully operational in 2019. The capital

contribution occurred in July 2017, the investment value being initially recognized at cost

and subsequently measured using the equity method.

c. unusual events or operations

Not applicable.

10.4. Comments from the Executive Officers

a. significant changes in accounting practices

Since the Bank's first adoption of IFRS on 01/01/2009, the IASB has been editing certain improvements to IFRSs and new accounting pronouncements, which have been or will be adopted in the future, with

possible impacts on the Bank's equity position and results.

Improvements to IFRSs are amendments issued by the IASB and comprise changes in the recognition, measurement and disclosure rules related to various IFRSs. We present a summary of some

amendments issued effective as of 2015, 2016 and 2017.

Effective 2015

Change to IAS 19 (R1) – Employee Benefits - The IASB has revised IAS 19, whereby the Bank should consider the contribution of employees and third parties in accounting for defined benefit plans.

The amendments to IAS 19 are effective for years beginning on or after January 1, 2015, with anticipated application permitted.

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Effective in 2016

Change to IAS 16 – Property, Plant and Equipment and IAS 38 - Intangible Assets - In May

2014, the IASB change amendments to IAS 16 and IAS 38, which states that the calculation of depreciation and amortization of an asset based on the revenue generated is not appropriate.

Change to IFRS 11 – Joint Ventures – In May,2014, IASB signed an amendment to IFRS 11

providing guidance on accounting for the acquisition of an interest in a joint operation that constitutes

a business, in accordance with the principles of business combination accounting established in IFRS 3 3 – Business Combinations.

Effective in 2017

Change to IAS 12 – Income Taxes - In January 2016, the IASB issued amendments to IAS 12,

which do not have the purpose of altering any accounting procedure previously applied. The main

purpose of the amendments is to clarify paragraphs of the standard and to add illustrative examples.

Change to IAS 7 - Statement of Cash Flows - In January 2016, the IASB issued amendments to

IAS 7 to assist investors in assessing changes in liabilities arising from financing activities, including changes in cash flows and changes that do not involve cash (such as exchange gains or losses). The

Bank included a table with the reconciliation of liabilities arising from financing activities in Note 34 - Bonds for the issuance of securities and other obligations to meet the requirements of these changes.

b. significant effects of changes in accounting practices

In the years 2015, 2016, 2017, the amendments application and interpretations had no significant effects on the consolidated financial statements of the Bank.

c. qualification and emphasis in the independent accountants' report

In 2015 and 2016, the independent auditors' report was issued without any qualification or emphasis. In 2017, the independent auditors' report still has not yet been issued, but it is not expected to issue

the report containing qualifications and/or emphases.

10.5. Critical accounting practices

Indicate and comment on the critical accounting practices adopted, specially stressing the

Management's accounting estimates on uncertain and material issues for the description of the financial and income position, that require subjective or complex judgments, such as: (a)

impairment of financial assets; (b) contingencies; (c) revenue and expenses recognition; (d)

tax credits; (e) long-term assets; (f) useful life of non-current assets; (g) pension plans; h) conversion adjustments on foreign currency; i) environmental recovery costs;(j) criteria for

non-financial assets impairment tests and (k) financials instruments.

The preparation of consolidated financial statements in accordance with international accounting standards - IFRS requires management to use judgment in the determination and recording of

accounting estimates, which affect the recognized amounts of assets, liabilities, revenues and expenses, when applicable. Significant policies and significant assets and liabilities subject to these estimates and

assumptions include provision for losses on loans to customers, provision for labor, tax and civil claims,

recognition of income and expenses, deferred tax assets, long-lived assets, useful lives and value residual value of property, plant and equipment and intangible assets, recoverable amount of financial

assets and non-financial assets, fair value of financial instruments, assets and liabilities related to post-employment benefits and other provisions. The definitive values of the transactions involving these

estimates are only known at the time of their realization or settlement.

a. impairment of financial assets

At the end of each reporting period, BB assesses whether there is any objective evidence of impairment of financial assets. A financial asset is impaired and losses due to impairment is incurred if, cumulatively:

(i) there is objective evidence of reduction in its recoverable amount as a result of one or more events

that occurred after the initial recognition of the asset; (ii) the loss event has an impact on the estimated future cash flows of the financial asset; and (iii) a reasonable estimate of the amount can be performed. Losses expected as a result of future events, regardless of likelihood, are not recognized.

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Objective evidence that a financial asset has impairment problems includes observable data that are

evaluated by the Bank, especially in relation the following loss events: (i) significant financial difficulty of the issuer or obligor; (ii) a breach of contract, for example, default or delinquency in interest or

principal payments; (iii) the Bank, for economic or legal reasons related to financial difficulties of the borrower, gives the borrower a concession that the Bank would otherwise not consider; (iv) it is likely

that the borrower will enter bankruptcy or undergo a financial reorganization; (v) the disappearance of

an active market for that financial asset because of financial difficulties; or (vi) observable data indicating from the initial recognition of assets, there is a measurable reduction in future cash flows estimated

from a group of financial assets, although the decrease cannot yet be identified with the individual financial assets in the group, including adverse changes in the borrowers payment situation in the group or national or local economic conditions that correlate with defaults on assets in the group.

In some cases, the observable data required to estimate the value of a loss from impairment of a

financial asset may be limited or no longer fully relevant to current circumstances. In such cases, the Bank uses its judgment to estimate the amount of any loss on impairment. The use of reasonable

estimates is an essential part of the preparation of financial statements and does not undermine their

reliability.

Financial assets subject to their recoverable amounts are presented as follows:

Loans to Costumers- In assessing the impairment of loans to customers, the Bank checks whether

there is objective evidence of losses in relation to these financial assets, in order to classify them in operations with recoverability problems (impairment) and without problems of impairment (non-impaired).

Operations with recoverability problems are divided into two groups according to the significance of

operations: (i) operations individually significant impairment to treat individually; and (ii) operations impaired individually not significant for treatment collectively.

For loans to customers with evidence of losses in "individually significant" and "individually not

significant", the Administration adopts the parameter corporate heave to award the significant credits.

Thus, it is adopted as the cutoff point for determining the significance of the operations, the maximum amount of business scope for operations with legal entities, as well considered the customer's debt value from which its new operations require approval in strategic decision-making level of the Bank.

To allow Management to determine whether a loss event can come to materialize in a loan valued

customer individually, they are checked, in general: (i) the economic-financial and legal situation of the counterparty; (ii) the retention of risk by the Bank in relation to the counterparty transactions; (iii) the

history of business relationship with the Bank of the counterparty; and (iv) the situation of guarantees of credits. This scope allows the Bank to estimate each reporting date, the need for any impairment of

individually considered financial assets. This information is also used to determine the classification of the transactions in high, medium or low risk.

The identification of a loss event to counterparty in a particular transaction makes all other transactions with that counterparty are also classified as loss evidence.

Segregating the debt holder’s customers with recoverability problems and considered relevant value, their loans will be assessed by the responsible area for the collection and recovery of loans from Banco

do Brasil. In relation to individually assessed loans, the Bank generally recognizes the total reduction of the recoverable amount of the loan when customers come into bankruptcy protection or the Bank judges

likely that customers come into bankruptcy protection or judicial administration. The same procedure is

adopted to clients maintained in default reports made by credit protection companies such as Serasa Experian and SPC Brasil and client assets loans that have other loans written off.

In situations where the fair value of associated collateral is sufficient to cover 100% of the loan amount,

there is no recognition of impairment loss, considering that the Bank expects to be able to receive the loan amount through the implementation and sale of those guarantees.

For loans without associated guarantees, the Bank assesses the client's history such as their behavior in the payment of loans taken earlier.

In case of Bank determinates that the loss events do not affect the recoverable amount of loans to customers individually assessed financial assets are included in a group of assets with similar credit risk

characteristics and assesses collectively for reduction purposes to impairment. Loans to customers that are individually assessed for impairment and for which loss impairment is recognized are not included in a collective assessment of impairment.

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The collective assessment of losses due to impairment, applied to transactions classified as individually

not significant impairment, based on the application of Historical Loss Index (HPI) observed in the Bank's portfolio. IPH is determined from the observation of the losses incurred by the Bank for monthly vintage,

from the thirteenth month preceding the closing date of the year in the case of transactions with term to maturity of up to thirty-six months (referred to reduction test purposes the recoverable value, such

as "short-term"), or from the nineteenth previous month in the case of transactions with a term of over thirty-six months (referred to, for purposes of the impairment test to value recoverable as "long-term").

The short-term monthly HPI is calculated by monitoring for up to twelve months of operations migrations to losses against the initial carrying amount of selected operations in the month immediately preceding

the twelve month follow-up. The long-term monthly HPI is determined analogously to the short-term, extending the loss of follow-up period up to eighteen months.

For the purpose of collective evaluation of impairment, the calculation of the monthly IPH is performed in a segmented manner by groups of similar products/procedures, internal risk rating of operations and types of customers, grouped according to risk analysis methodology and credit limit.

If the evidence of loss by impairment in a relationship with an individual counterparty or on a collective

basis materializes, the amount of loss is recognized in net expense allowance for losses on loans to customers in return for a reduction of the its financial assets. The amounts recorded as provision of title

represent the estimate of the Bank's Management as incurred losses in the portfolio. The level of

provision is determined based on estimates that consider the occurrence of loss events, the current economic scenario, other assumptions and judgments of Management.

If the value of an impairment loss previously recognized impairment decrease and such a situation can

be related objectively to an event occurring after its recognition, it is reversed by reducing the respective reduction account, and such reversal recognized in the income statement.

Loans to customers are written off against the related reduction account when deemed irrecoverable or unrecoverable. The Bank usually writes off loans when no payment is received after the lapse of 360

days overdue or up to 540 days for loans of more than 36 months maturity. If a written off loan is later recovered, the amount is credited to net expense of allowance for loan losses.

Provisions for loans losses, recorded on 12.31.2017, 12.31.2016 and 12.31.2015 were considered by Management sufficient to cover losses incurred on these loans to customers.

Renegotiated Loans - When possible, the Bank seeks to restructure debt instead of taking final possession of collateral. This may involve extending the payment term and the agreement of new

conditions to the loan wich is no longer considered overdue. Management performs ongoing review of the

renegotiated loans to ensure that all criteria are met and that future payments will occur. The loans continue to be subject to individual assessment or reduce collective to impairment.

In almost all cases, the Bank requires at least a down-payment of a portion of the renegotiated loan to no

longer consider as overdue or nonperforming. Renegotiated loans return to nonperforming after 60 days overdue under the renegotiation terms.

Financial assets available for sale - For financial assets available for sale, the Bank assesses if of each reporting date, there is objective evidence that the asset value is below its recoverable amount.

To establish whether there is objective evidence of impairment of a financial asset, the Bank verifies the likelihood of recovery of their value, considering the following factors cumulatively: (i) the duration and

magnitude of the reduction in value of the asset in relation to its accout value; (ii) the historical behavior of the value of assets and recovery experience of the value of these assets; and (iii) likelihood of not

receiving principal and interest on assets, due to difficulties related to the issuer, such as filing for

bankruptcy, deterioration of credit risk classification and financial difficulties, related or not market conditions of the sector in which the issuer operates.

When a decline in fair value of a financial asset available for sale is recognized in other comprehensive

income and there is objective evidence of impairment, the cumulative loss that has been recognized by

the Bank shall be reclassified from equity to the income for the period as a reclassification adjustment, even if the financial asset has not been written off.

The value of the accumulated loss reclassified to income will be recorded in gains/(losses) on financial

assets available for sale and is the difference between the carrying amount of the asset with impairment

problems and their fair value on the valuation date, less any loss by impairment previously recognized in income.

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If the fair value of a debt instrument available for sale with recoverability problems later increases and the

increase can be related objectively to an event occurring after the recognition, measurement and disclosure of impairment assets and impairment loss is reversed through income. Otherwise, it is reversed

through other comprehensive income. Losses reversals of impairment on equity instruments classified as available for sale are only recognized in equity.

Financial assets held to maturity - If there is objective evidence of impairment of financial assets held to maturity, the Bank recognizes a loss, whose value orresponds to the difference between the book value

of the asset and the present value of estimated future cash flows. These assets are presented net of losses for impairment. If, in a subsequent period, the amount of loss by impairment decreases and the decrease can be related objectively to an event occurring after its recognition, it is reversed to income for the period.

b. provisions, contingent liabilities, contingent assets and legal obligations

In accordance with IAS 37, the Bank records provisions when conditions show that: (i) the Bank has a present obligation as a result of past events; (ii) it is probable that an outflow of economic benefits will

be required to settle the obligation; and (iii) the amount of the obligation can be reliably assessed. The

provisions arising from the application of IAS 37 are recognized based on the best estimate of probable losses.

The Bank continuously monitors the ongoing judicial proceedings to assess, among other things: (i) the

nature and complexity; (ii) the progress of proceedings; (iii) the opinion of the lawyers of the Bank; and

(iv) the Bank's experience with similar processes. In determining whether a loss is probable, the Bank considers: (i) the risk of loss arising from claims that occurred on or before the balance sheet date but

which were identified after that date but before the disclosure of financial statements; and (ii) the need to disclose claims or events that occur after the balance sheet date but before the disclosure of financial statements.

Contingent assets are not recognized in the financial statements except when the Bank believes that

the income is virtually certain. Contingent assets are assessed continually to ensure that the asset and the related revenue are properly recognized in the financial statements.

The Bank also recognizes tax liabilities challenged in court on the constitutionality of laws that have set up until the effective extinction of tax credits. In these situations, the Bank considers that there is in

fact a legal obligation to pay the government and recognizes both an obligation and a court filing by the same amount. No payment is made until the final decision to be handed down by the judging court.

Generally, these tax liabilities are presented on a net effect in relation to judicial deposits recognized in 'Other assets'.

Provisions are recognized in the financial statements when, based on the nature of the lawsuits, in the opinion of legal advisors and Management and complexity and experience of similar transactions, is

probable the risk of loss of a judicial or administrative lawsuit, with a probable outflow of funds to settle

the obligations and when the amounts involved can be reliably measured, and quantified when the Bank take notice and reviews monthly, as follows:

Collective - Processes related to claims considered similar and usual and whose amount is not

considered significant, based on statistical data. It covers civil, tax or labor lawsuits(except labor lawsuits

filed by labor unions and all processes classified as strategic) with probable value of condemnation, estimated by the legal advisors of up to R$1 million.

Individualized - Processes related to claims considered unusual or whose value is considered relevant

by the legal counsel. It is considered the claimed indemnity amount, the likely amount of conviction,

the evidence and evidence produced in the records, case law on the matter, opinions raised, and judicial decisions to be rendered in the lawsuit, classification and degree of risk of loss of the action judicial.

Contingent liabilities of individual measurement classified as possible losses are not recognized in the

financial statements, are disclosed in the explanatory notes, and those classified as remote do not require provision or disclosure.

Legal obligations (tax and social security) are derived from tax obligations under the law, regardless of the probability of success of lawsuits in progress, have their amounts recognized in the consolidated financial statements as liabilities.

33

c. revenue and expenses recognition

Revenue and expenses are recognized on an accrual basis in the period they are generated or incurred.

Interest income and fee and commission income are recognized when the amount, related costs and stage of completion of the underlying transaction can be measured reliably and it is

probable that the economic benefits associated with the transaction will flow to the Bank. Considering the Bank’s main revenue streams, these principles are applied as follows:

Net interest income - Interest income and expenses on interest-bearing assets and liabilities are recognized in profit or loss on an accrual basis. The Bank uses the effective interest rate method for its financial instruments.

Fees and commissions income – Recognition of fee and commission income considers the

purpose of the fee and whether there is a financial instrument associated with the transaction. If there is a financial instrument and the fee is part of the effective interest rate calculation, revenue

is recognized as interest income (except if the financial instrument is measured at fair value through profit or loss). Fees for services provided during a specific period are recognized in that period.

Fees for specific services or a significant event are recognized upon completion of the services or when the event occurs.

Revenue from investments in associates and joint ventures - Income from equity-accounted investments (associates and joint ventures) is recognized in proportion to the Bank’s interest in the results generated by the investees.

In accordance with IAS 18, BB recognizes interest income when receiving the transaction related economic benefits is probable.

d. deferred tax assets

Deferred tax assets are calculated on temporary differences and tax losses carry forward, and recognized in the accounting books when the Bank expects to generate taxable profit in subsequent

years in amounts sufficient to set-off such values. The expected realization of the Bank's tax credit is based on the projection of future income and on technical studies, in line with the prevailing tax legislation.

The estimates considered by the Bank for the recognition and valuation of deferred taxes are reviewed

based on the current expectations and projections of future events and trends. The main assumptions identified by the Bank that may affect these estimates are related to factors such as (i) changes in the

amounts deposited, default and customer base; (ii) changes in government regulations on tax matters;

(iii) changes in the interest rates; (iv) changes in inflation rates; (v) lawsuits or legal disputes with an adverse impact on the Bank; (vi) credit and market risks, as well as other risks arising from loan and

investment activities; (vii) changes in the market values of Brazilian bonds, mainly Brazilian government bonds; and (viii) changes in internal and external economic conditions.

e. long-term assets

Investment in associated companies and joint ventures - investments in associated companies

and joint ventures are evaluated by the equity method based on their shareholders' equity of the investment. The financial statements of branches and subsidiaries abroad are converted in Reais (R$)

according to the IAS 21 and the effects of changes in foreign exchange rates are recognized in income

for the period or in other comprehensive income, in shareholders’ equity. Other permanent investments are accountedat fair value, pursuant to IAS 39. Property and equipment in use – Property and equipment

are stated at cost less depreciation, accumulated using the straight-line method and impairment losses. Property, plant and equipment are written-off when future economic benefits are no longer expected

to be used or at the time of disposal. Any gain or loss generated on the disposal of the asset is recognized in other operating income, impacting the result of the period in which the asset was disposed of.

Goodwill and other intangible assets - Goodwill on the acquisition of equity investments is calculated based on the fair value of the acquired company’s assets and liabilities on the acquisition

date. Goodwill is not amortized. It is tested at least annually for impairment. Subsequent to initial recognition, goodwill is measured at cost less accumulated impairment losses.

The Bank recognizes intangible assets separately from goodwill when they are separable or arise from contractual or other legal rights, the fair value can be reliably estimated and it is probable

34

that future economic benefits will flow to the Bank. The cost of an intangible asset acquired in a business combination is its fair value on the acquisition date.

Separately acquired intangible assets are initially recognized at cost. The useful life of an intangible

asset is considered either finite or indefinite. Intangible assets with finite useful lives are amortized over their estimated economic lives and presented at cost, less accumulated amortization and impairment.

Intangible assets with indefinite useful lives are not amortized and are presented at cost, less

impairment. Costs related to the acquisition, production and development of software are capitalized and recognized as intangible assets. Costs incurred during the research phase are

recognized as an expense. Capitalized personnel costs include salaries, social security costs and benefits paid to employees directly involved in the software development.

Intangible assets with finite useful lives are amortized on a straight-line basis over their estimated useful lives. The amortization period and method is reviewed at least annually. If

there is a change in the expected useful life, the amortization period is modified. If there is a change in the expected pattern of realization of future economic benefits associated with an

asset, the amortization method is adjusted to reflect this pattern. These types of changes are accounted for as changes in accounting estimates.

f. useful life of non-current assets

The estimated useful life term of the fixed assets is defined based on the percentages below:

Assets Property, plant and equipment Annual rate %

Buildings ¹ 2.0 to 10.0

Furniture and equipment 10.0

Improvements to third-party property 10.0 to 20.0

Data processing equipment 20.0

Vehicles 20.0

Others 10.0 to 20.0 1 - For depreciation of owned buildings, the Bank considers the useful life of the various components of a building, in conformity with paragraph 43 of

IAS 16.

The estimated useful life term of the intangible assets is defined based on the percentages below:

Intangible assets Annual rate %

Software 10.0 to 20.0

Rights due to payroll management 10.0 to 20.0

Related to customers, acquired in business combinations 10.0 to 50.0

Related to contracts, acquired in business combinations 10.0 to 35.0

Other ¹ 20.0

1 - Includes mainly trademarks acquired in business combinations.

g. pension plans and other employees benefits

Benefits for employees, related to short-term benefits for existing employees are recognized on the

accrual basis as the services are provided. Post-employment benefits, comprising supplementary retirement benefits and medical assistance for which the Bank is responsible, were accounted at December 31, 2017, 2016 and 2015 in accordance with criteria established by IAS 19.

In defined-contribution plans, the actuarial risk and the investment risk belong to the participants.

Consequently, no actuarial calculation is required when measuring the obligation or expense. Thus, the expense is recognized in income for the period in which the related services are rendered by employees in return for contributions for the same period.

In defined benefit plans, the actuarial risk and the investment risk belong either partially or fully on the

sponsoring entity. Thus, actuarial assumptions are required for the measurement of plan liabilities and expenses, and there is the possibility of actuarial gains and losses. As a result, the Bank records a

liability when the present value of actuarial liabilities is greater than the fair value of plan assets, or an asset when the fair value of assets is greater than the present value of plan liabilities. In the latter

instance, the asset should be recorded only when there is evidence that it can effectively reduce the contributions from the Bank or refundable in future.

35

The Bank, as permitted by IAS 19, recognizes actuarial gains/losses in the same period in which the

actuarial calculation was performed, as follows: (i) the costs of current services and net interest on the net amount of defined benefit liabilities (assets) are recognized in the statement of income; and (ii) the

net value measurements of defined benefit liabilities (assets) are recognized in other comprehensive income, in shareholders’ equity.

The contributions payable by the Bank to medical plans, in some cases, remain after the retirement of the employee. Thus, Bank's obligations are evaluated at the present actuarial value of the contributions

to be paid over the expected period when plan participants and beneficiaries will be linked to the plan. These obligations are evaluated and recognized under the same criteria used for defined benefit plans.

h. conversion adjustments on foreign currency

Functional and disclousure currency - The consolidated financial statements are presented in Brazilian

Reais, which is the Bank's functional and presentation currency. The functional currency, which is the currency of the main economic environment in which an entity operates, is the Real for most of the entities comprising the Group.

Transactions and balances - Transactions in foreign currency are initially recorded at the exchange rate of the functional currency at the date of the transaction.

The Bank's assets and liabilities denominated in foreign currency, most of which are monetary, are

translated at the exchange rate of the functional currency at the reporting date. All the exchange differences are recognized in the consolidated statement of income for the period in which they arise.

Translation to the presentation currency – Abroad financial statements entities (none of which has the currency of a hyperinflationary economy) are translated into the presentation currency according to the

following criteria: (i) assets and liabilities are translated using the exchange rate in force at the reporting date and (ii) income and expenses are translated at the average exchange rate for the period.

Foreign exchange differences from the translation of the financial statements of overseas entities, whose functional currency is the Real, are recognized in the consolidated statement of income. For those

entities whose functional currency is not the Real, the accumulated foreign exchange differences are recognized directly in shareholders' equity, until the disposal of the subsidiary abroad or loss of control.

At that time, the accumulated foreign exchange differences are reclassified from other comprehensive income to income for the period. The sum of foreign exchange differences attributable to non-controlling

shareholders is allocated and recognized as part of interests of non-controlling shareholders in the consolidated balance sheet.

i. environmental recovery costs

Not applicable.

j. criteria for non financial asset impairment tests

At the end of each reporting period, the Bank assesses, based on internal and external sources of

information, whether there is any indication that a non-financial asset may be impaired. If there is

indication of impairment, the Bank estimates the recoverable amount of the asset. The recoverable amount of the asset is the highest between performed its fair value, less the costs to sell it and its value in use, whichever is the higher.

Regardless of the existence of any indication of impairment, the Bank annually tests for impairment

intangible assets with indefinite useful life, including goodwill acquired in a business combination, or an intangible asset not yet available for use. This test can be performed at any time during an annual period, provided it is at the same time every year.

Regarding investments in associated companies and joint ventures, the Bank applies the requirements

of IAS 39 to determine whether it is necessary to recognize any additional impairment loss of the total net investment.

As the goodwill comprising the book value of investments in associated companies and joint ventures

is not separately recognized, it is not tested separately with respect to its recoverable amount, pursuant

to the requirements of IAS 36. Instead, the aggregate book value of the investment is tested for impairment as a single asset by comparing its carrying amount with its recoverable amount, whenever

application of IAS 39 indicates that the investment has recovery issues. The impairment loss recognized

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in those circumstances is not allocated to any asset, including goodwill, that forms part of the carrying value of the investment in the associate company or joint venture.

In case the recoverable value of an non-financial asset is lower than its book value, the book value of

the asset is reduced to its recoverable value through a reducing account for impairment losses, whose counterpart is recognized in income for the period in which is occurs, under Other operational expenses.

The Bank also evaluates, at the end of each reporting period, if there is any indication that an impairment

loss recognized in prior periods for an non-financial asset, except for goodwill due to expected future

earnings, may not exist anymore or may have decreased. If there is indication of impairment, the Bank estimates the recoverable amount of this asset. Reversal of impairment losses of an asset will be recognized in income for the period, rectifying Other operational expenses balance.

The main non-financial assets are subject to have their recoverable amounts tested are presented below.

Property, plant and equipment

Land and buildings – upon determination of land and building recoverable value, technical evaluations

in conformity with ABNT (Brazilian Association of Technical Standards) are conducted, which establishes

general concepts, methods and procedures of compulsory use in urban property evaluation technical services.

Data processing equipment – in the determination of recoverable value of relevant items that comprise

data processing equipment, market values of components whose market value is available are

considered and, for other items, the value that may be recovered for use in Bank operations is considered, and its calculation considers cash flow projections of benefits from using each asset during its useful life, adjusted to present value based on the CDI rate.

Other property, plant and equipment items – although being subject to loss indication analysis, other

items of property, plant and equipment in use have low individual values and, considering cost effectiveness, the Bank does not evaluate the recoverable value of these items on an individual basis.

However, the Bank conducts annual inventory assedments with the purpose of writing-off accounting records of lost or deteriorated assets.

Investments in associated companies and joint ventures

The methodology for calculating the recoverable amount of investments in associated companies and

joint ventures, including goodwill incorporated to the balance of these investments is to measure the expected result of investment using the discounted cash flow. To measure this result, assumptions are

based on (i) projections of operations, results and companies' investment plans; (ii) macroeconomic

scenarios developed by the Bank; and (iii) internal methodology to determine the cost of capital based on the Capital Asset Pricing Model - CAPM model.

Goodwill on investments acquired in business combination

The methodology for calculating the recoverable amount of goodwill acquired in a business combination

is to measure the expected result of the investment using the discounted cash flow. To measure this result, assumptions are based on (i) projections of operations, results and companies' investment plans;

(ii) macroeconomic scenarios developed by the Bank; and (iii) internal methodology to determine the cost of capital based on the Capital Asset Pricing Model - CAPM model.

For goodwill generated by the acquisition of Banco Nossa Caixa, which was merged into Banco do Brasil in November, 2009, methodology consists in comparing the goodwill amount paid with present value of

Bank's results projected for the São Paulo State, less net assets with defined useful life. Projections are based on verified results and evolve based on earnings growth assumptions for Banco do Brasil, and are discounted based on the Bank's capital cost.

Other intangible assets

Rights due to payroll management - Model to evaluate the recoverable value of rights due to payroll acquisition uses the performance of contracts, which are calculated based on client relationship

contribution margins that are related to each contract, so as to verify if projects that justified the asset acquisition correspond to the verified performance. For contracts that do not reach expected performance, a provision for impairment is recognized.

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Software – Software, substantially developed internally to meet the Bank's necessities receive constant

investment for modernization and adequacy to new technologies and business needs. As there are no similar software in the market, and the cost to implement measurements that permit the calculation of

its value in use is high, recoverability test for software consist in evaluating its utility to the company so as to, whenever the software is not used anymore, its value is written-off from accounting records.

Acquired through business combination – intangible assets acquired through business combination, mainly represented by trademarks and rights related to clients and contracts, are

evaluated at the end of each reporting period to verify if there are indications of impairment losses. If there is any indication for these assets, BB estimates its recoverable value. Methodology to calculate

the recoverable value consists in determining the present value of cash flows estimated for these

intangible assets, discounted at a rate that reflects current market evaluations and specific risks of each asset.

Other assets

Non-operating assets – regardless of the existence of loss indications, non-operating assets have

their recoverable value evaluated on a half-yearly basis, through the formalization of their market values in appraisal reports, prepared according to ABNT standards.

k. financial instruments

The Bank classifies financial instruments in accordance with the nature of the instrument and its

intention. All financial assets and liabilities are initially recognized on the trade date, the date on which the Bank becomes party to the contractual provisions of the instrument. The classification of assets and liabilities is determined on the date of initial recognition.

All financial instruments are initially measured at fair value plus transaction costs, except in cases where

assets and liabilities are recorded at fair value through income. The accounting policies applied to each class of financial instruments are presented below.

Financial assets at fair value through income - Financial instruments are classified in this category

if they are held for trading on the date of origination or acquisition, or are so designated by Management during the initial recognition.

A financial asset is classified as held for trading if: (i) is acquired mainly to be sold in the short term; (ii) upon initial recognition, is part of a portfolio of identified financial instruments that are managed

together and for which there is evidence of a recent actual pattern of obtaining short-term profits; or

(iii) it is a derivative (except for a derivative that is a financial guarantee contract or a designated and effective hedging instrument).

Derivatives classified by the Bank in this category are: (i) derivatives for trading such as swaps, futures contracts, forward contracts, options and other similar derivatives based on interest rates, the exchange

rate, the stock price and commodities and credit risk. Derivatives are recorded at fair value and held as assets when fair value is positive and as liabilities when fair value is negative; (ii) non derivatives

qualified for hedge accounting but are used to manage exposure to market risks, particularly interest rate, currency and credit; and (iii) derivatives contracted at the request of its customers, with the sole purpose of protection against the risks inherent in their economic activities.

The Bank will only appoint a financial instrument at fair value through income during the initial

recognition when the following criteria are met: (i) eliminates designation or significantly reduces the inconsistent treatment that would occur in the measurement of assets and liabilities or recognition of

gains and corresponding loss in different ways; (ii) the assets and liabilities are part of a group of

financial assets, financial liabilities or both, which are managed and their performance evaluated based on fair value as a documented strategy of risk management or investment; or (iii) the financial

instrument has one or more embedded derivatives, which significantly modifies the cash flows that would be required by the contract.

It’s not possible to perform transfers of financial assets classified in this category to others, except for non-derivative financial assets held for trading, which may be reclassified after initial recognition when:

(i) in rare circumstances, the financial instrument is not maintained for the purpose of selling in the short term; or (ii) it meets the definition of a loan and receivable, and the Bank has the intention and ability to hold the financial asset for a future period or until maturity.

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The financial instruments recorded in this category are initially recognized at fair value and income

(interest and dividends) are recognized as interest income. Transaction costs as incurred are recognized immediately in the Consolidated Income Statement.

Gains and losses realized and unrealized due to the changes in fair value of these instruments are included in net income on financial assets/liabilities at fair value through income.

Financial assets available for sale - The Bank classifies as financial assets available for sale securities

when, in Management's judgment, may be sold in response to or in anticipation of changes in market

conditions or are not classified as: (i) loans and receivables, (ii) investments held to maturity, or (iii) financial assets at fair value through income.

These securities are recorded at fair value including direct and incremental transaction costs. Subsequent measurement of these instruments is also recorded at fair value.

Unrealized gains or losses (after taxes) are recorded in a separate component of equity (Accumulated

other comprehensive income) until its disposal, except for the recognition of loss on impairment. Income (interest and dividends) of these assets are allocated as interest income. Gains and losses on disposal

of financial assets available for sale are recorded as income on financial assets available for sale, the date of disposition.

Occurring reclassification of financial assets available for sale category to trading, the gains or losses to the date of reclassification, which are recorded in other comprehensive accumulated income, are transferred immediately to the income of the period.

Financial assets held to maturity – They are non-derivative financial assets with fixed or

determinable payments, with defined maturities for which the Bank has the positive intention and proven financial capacity to hold them to maturity. They are initially recorded at fair value, including transaction

incremental costs. These financial instruments are subsequently measured at amortized cost. Interest,

including goodwill and negative goodwill are recorded in interest income in financial assets held to maturity.

In accordance with IAS 39, BB does not classify any financial assets as held to maturity if during the

current fiscal year or during the two preceding financial years, sold or reclassified more than an

insignificant amount of investments, other than sales or reclassifications that: (i) are so close to maturity or the financial asset purchase date that changes in market interest rates would have no significant

effect on the fair value of financial assets; (ii) occur after the Bank has collected substantially all of the original capital of the financial asset through scheduled payments or prepayments; or (iii) are

attributable to an isolated event that is beyond the entity's control, is non-recurring and was improbable to happen.

Whenever sales or reclassifications of more than an insignificant amount of investments held to maturity does not meet any of the conditions mentioned above, any investment held by the remaining maturity shall be reclassified as available for sale.

Loans and receivables - Loans and receivables include non-derivative financial assets with fixed or

determinable payments that are not quoted in an active market, except: (i) those that the Bank intends to sell immediately or in the short-term, which will be classified as held for trading, and those that the

Bank upon initial recognition designates as at fair value through income, or as available for sale; or (ii)

those for which the Bank may not recover substantially all of its initial investment, except for reduction account of impairment of credit.

Loans and receivables are presented in the balance sheet divided into four categories: (i) Compulsory

deposits at central banks; (ii) Loans to financial institutions; (iii) Loans to customers; and (iv) Investments in repurchase agreements, whose completion date is more than 90 days.

Compulsory deposits at central banks - Compulsory deposits at central banks refer to a ratio of demand deposits, time deposits and savings deposits that are collected to the central banks of the

countries where the Bank has operations. In Brazil, the National Monetary Council determines the

proportion of deposits that banks are required to collect compulsorily, which are subject, in a substantial manner, the remuneration set by the regulator.

Compulsory deposits are initially recorded at fair value and subsequently evaluated, where applicable,

at amortized cost. Their financial revenues are recorded in deposit interest income reserve at central banks.

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Loans to financial institutions - Loans to financial institutions consist of the acquisition of loan

portfolios with joint obligations of the assignor and interbank deposits. These assets are stated at the principal amount plus financial charges, including interest, goodwill and negative goodwill. Their financial revenues are recorded in interest income from loans to financial institutions.

Loans to customers - Loans to customers are financial assets with fixed or determinable payments,

initially recognized at fair value, and evaluated subsequently at amortized cost using the effective interest rate. Financial expenses are recorded according to the accrual basis and added to the principal

amount in each period. Financial incomes generated by loans to customers are recorded in loans to customers’ interest income.

The book value of loans to customers is reduced by an allowance account and the amount of loss by impairment is recognized in income as net expense allowance for losses on loans to customers,

representing an estimated by the Administration as the losses incurred in the portfolio. When loans or groups of similar loans have recovery problems and its carrying amount is reduced through an allowance

account, interest income continues to be recognized until the time that the loans are considered non-performing (usually when the loan is overdue more than 60 days).

The provision is determined based on estimates that consider the occurrence of loss events, the current economic scenario, other assumptions and Management judgment, including previous experience with

losses on loans to customers portfolio, the existence of guarantees and evaluation the individual risk of customers.

Loans to customers that receive the amount of principal or interest is overdue by 60 days or more are considered as non-performing loans and, depending on that classification, are recognized in interest income and other financial charges suspended.

For all non-performing loans, any amount received, whether the customer's discretion or as a result of

court proceedings are recorded according to the following order: (i) as payment of fines or financial charges; (ii) an interest payment revenue already recognized; (iii) as payment of accrued interest to the date of payment, but not yet recognized and, finally, (iv) as capital.

This may result in the recognition of interest income for payments made to non-performing loans.

Generally, nonperforming loans considered return to normal operation when there is no overdue for more than 60 days and that the Bank expects to receive the remaining contractual amount of principal and interest on the loan.

Purchased under resale agreements - The Bank invests in securities with resale agreements, mainly

federal government bonds. Resale agreements are financial collateralized and are recorded at

acquisition cost plus accrued interest. The amount paid for securities purchased under resale agreement, including accrued interest, is recorded as an asset of repurchase agreements, reflecting the economic

substance of the transaction as a loan from the Bank. The asset repos is subdivided into: (i) retailers to liquidate - portfolio position, which is formed by securities purchased under resale agreements and not

passed on, or not sold with repurchase agreements and; (ii) resellers to liquidate - funded position, which includes securities purchased under agreements to resell and passed, that is, sold under repurchase agreements.

The Bank monitors and continuously assesses the market value of securities purchased under resale agreements and adjusts the value of the collateral when necessary.

Financial liabilities - An instrument is classified as a financial liability when there is a contractual

obligation for its settlement to be effected by the delivery of cash or another financial asset, regardless of their legal form. Financial liabilities include short and long terms debt issue which are initially

measured at fair value, which is the amount received net of transaction costs incurred and subsequently at amortized cost.

Financial liabilities held for trading and those designated by Management as at fair value through income are measured and recorded in the consolidated balance sheet at fair value. Financial liabilities recorded at fair value relate mainly to derivative financial instruments held for the purpose of trading.

When an existing financial liability is replaced by another from the same lender on substantially different

terms, or the terms of the existing liability are substantially modified, exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, and the difference the carrying amount is recognized in the income statement.

The Bank considers that the terms are substantially different if the discounted present value of the

agreement with the new cash flow terms, including any fees paid after tax and of any other fare received

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and discounted using the original effective interest rate is at least 10% different the discounted present

value of the remaining cash flows of the original financial liability. If an exchange of financial liabilities or modification of terms is accounted for as an extinguishment, any costs or fees incurred are recognized

as part of the gain or loss on the extinguishment. If the exchange or modification is not accounted for as an extinguishment, any costs or fees incurred adjust the carrying amount of the liability and are amortized over the remaining term of the modified liability.

Liabilities from operations - The Bank conducts fund raising by sale of securities with repurchase

agreements, mainly comprising federal government bonds. The repurchase agreements are financial collateralized and are recorded at their sale value, plus accrued interest.

Securities sold under repurchase agreement are not written off as the Bank retains substantially all the risks and rewards of ownership. The corresponding to the cash received, including accrued interest, is

recognized as liability repurchase agreements, reflecting the economic substance of the transaction as a debt of the Bank. The liability repos is subdivided into: (i) own portfolio, which is comprised of

securities with repurchase agreements not linked to resellers, ie the securities of its own portfolio of the

Bank linked to the open market; (ii) third-party portfolio, which includes securities purchased under agreements to resell and passed, that is, sold under repurchase agreements.

Determination of fair value - Fair value is the price that would be received by the sell of an asset or

that would be paid by transfer a liability in an orderly transaction between market participants (principal or most advantageous) at the measurement date.

The fair value of financial instruments traded in active markets on the base date of the balance sheet is based on the quoted market price (selling price for long positions or purchase price for short

positions), without any transaction cost deduction. A market is considered active if transactions for the

asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

In situations where there is no quoted price in an active market for a financial instrument, the Bank

estimates the fair value based on valuation methods that maximizes the use of relevant observable

inputs and minimizes the use of unobservable inputs. The chosen valuation method incorporates all the assumptions that market participants would use when pricing the asset or liability, including assumptions

about risk. The valuation methods include: the method of discounted cash flow, compared to similar financial instruments for which there is a market with observable prices, options pricing models, credit models and other known valuation models.

When necessary, the values generated by the models are adjusted to reflect the variation between

buying and selling prices; the cost of liquidation of the position; the risk of counterparty credit; and liquidity position. The adjustments also are intended to meet the theoretical limitations of the models.

10.6. Material items not disclosed in the financial statements of BB

a. the assets and liabilities directly or indirectly held by Banco do Brasil which do not

appear in its Balance Sheet (off-balance sheet items):

i. operating leases, assets and liabilities

The Bank, as lessee, has several operating lease agreements, mainly represented by lease contracts of

its premises (branches and administrative buildings), in Brasil and abroad. Further information on operating leases can be found in Explanatory Note 28 - Property, Plant and Equipment, of the financial statements.

ii. receivables portfolios written off for which the entity takes on risks and

responsibilities, representing potential liabilities

Not applicable. IFRS prihibit the write-off of portfolios in this scenario. Loan operations subject to

assignment and their associated liabilities are presented in Note 43 - Transfer of Financial Assets of the financial statements according to IFRS.

iii. contracts for future purchase and sale of products or services

There is no such situation at the Bank.

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iv. contracts for unfinished constructions

These amounts are recorded as Fixed Assets in the financial statements according to the IFRS, in line with the financial statements in BRGAAP, from Properties and Equipment Cosif.

v. contracts for the future receipt of financing

There is no such situation at the Bank.

b. other items not disclosed in the financial statements

Not applicable. Banco do Brasil does not have off-balance sheet assets and liabilities other than those

indicated in the notes to the financial statements, according to the best corporate governance practices. Banco do Brasil’s off-balance sheet assets and liabilities are properly indicated in the financial statements

for fiscal year 2017. Notes that address these items are: (i) Note 27 - Involvement with Non-

Consolidated Structured Entities, (ii) Note 35 – Provisions, Contingent Assets and Liabilities; (iii) Note 39 - Derivative Financial Instruments; and (iv) Note 40 - Financial Guarantees and Other off Balance

Commitments.

10.7. Comments on each item indicated in section 10.6

a. inasmuch as such items change or may change the revenues, expenses, operating

income or other items of the financial statements.

The labor, tax and civil claims whose risks of loss are classified as "possible" are exempted from any provisions based on IAS 37 - Provisions, Contingent Liabilities and Contingent Assets.

Labor lawsuits represent various claimed requests, such as: compensation, overtime, de-characterization of work hours, position and representation additionals, and others.

Tax lawsuits are claims related to ISSQN (taxes on services), collection and other tax obligations deriving

from the Federal Revenue Department and the Social Security National Institute. The main contingencies originate from:

I. Tax deficiency notices issued by the INSS aiming contributions collection related to salary bonus paid from 1995 to 2006 in the amount of R$3,499 million. Additionally, INSS requires payment of

taxes related to transportation vouchers and use of own vehicles by the Bank’s employees in the amount of R$313 million, and related to employee profit sharing paid from April, 2001 to October, 2003 in the amount of R$884 million.

II. Tax deficiency notices issued by the Treasuries of the Municipalities, aiming the collection of ISSQN, which amounts R$1,619 million.

In civil lawsuits there are claims aiming to get restitution of differences between inflation and the indexes

used to remunerate financial investments during the period of economic plans (Plano Collor, Plano Bresser e Plano Verão.

The balance of contingent liabilities classified as possible:

R$ million Dec/15 Dec/16 Dec/17

Labor Lawsuits 215 171 194

Tax Lawsuits 12,777 10,702 12,476

Civil Lawsuits 3,271 1,976 2,327

Total 16,263 12,849 14,997

Source: Financial Statements in IFRS, Note 35 - Provisions, Contingent Assets and Lawsuits.

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Fair value of financial instruments

Dec/15

R$ million Book Value Just Value Book Value Just Value Book Value Book Value

Assets

Cash and bank deposits 18,047 18,047 12,798 12,798 13,471 13,471

Compulsory deposits at central banks 60,811 60,811 63,451 63,451 69,081 69,081

Loans to financial institutions 66,468 66,503 49,119 49,103 35,117 35,097

Securities purchased under resale agreements 303,531 298,796 371,683 371,618 348,187 341,577

Financial assets at fair value through profit of los 11,218 11,218 7,669 7,669 8,453 8,453

Financial assets available for sale 102,394 102,394 104,670 104,670 120,215 120,215

Financial assets held to maturity 3,892 3,652 9,120 8,475 10,457 9,112

Loans to costumers net of provision 673,747 663,109 603,857 589,799 585,191 553,753

Other Financial Assets 47,252 47,252 48,959 48,959 56,975 56,975

Liabilities

Deposits of Clients 422,937 422,715 425,316 425,219 426,077 425,841

Amount payables to financial institutions 41,816 42,824 21,277 21,851 24,649 24,707

Financial liabilities at fair value through profit 3,627 3,627 2,235 2,235 790 790

Liabilities from operations 333,522 331,363 374,634 373,070 376,243 374,700

Obligations by issuing securities and other obligations 411,878 410,530 368,351 364,859 337,982 353,826

Others Liabilities Assets 40,513 40,513 49,082 49,082 36,177 36,177

Dec/16 Dec/17

Source: Financial Statements in IFRS, Explanatory Note 38 - Fair value of financial instruments.

The fair value of a financial instrument is the price that would be received to sell an asset or that would

be paid by transfer a liability in an orderly transaction between market participants at the measurement date. If a quoted price in an active market is available for a financial instrument, the fair value is

calculated based on that price. In the absence of an active market for a financial instrument, its fair

value is calculated by an unbiased estimate, thus aiming at a fair and equitable assessment of the financial instruments.

Derivative Financial Instruments Agreements

R$ millions Dec/15 Dec/16 Dex/17

Reference Value - Assets

Futures contracts 1,600 12,676 5,629

Forward operations agreements 12,526 4,472 6,180

Option market contract - 194 126

Swap contracts 6,649 8,501 7,261

Other derivative agreements 1,123 3,258 670

Reference Value - Liabilities

Futures contracts 9,189 2,110 12,139

Forward operations agreements 11,455 10,059 5,333

Option market contract 817 245 391

Swap contracts 15,978 10,749 6,610

Other derivative agreements 2,423 2,736 4,064

Source: Financial Statements, Note 39 - Derivative Financial Instruments

The notional value is the nominal value of derivative financial instrument agreements that are recorded in off balance sheet accounts for control purposes.

Guarantees provided

Banco do Brasil grants guarantees to individuals and legal entities, including other financial institutions

which were given a permit to operate by the Central Bank of Brazil, by collecting financial charges and counter-guarantees from the beneficiaries in the local or foreign-currency denominated transactions

carried out in Brazil or abroad. In Brazil, the Bank mainly grants guarantees, letters of guarantees and

bonds. As far as international guarantees are concerned, the types adopted by Banco do Brasil are as

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follows: Bid Bond, Performance Bond, Refundment Bond, International Guarantee, International Surety, Standby Bond.

Guarantees granted to third parties amounted to R$6,445 million on December 31, 2016 (R$9,731

million on December 31, 2015 and R$8,739 million on December 31, 2014), for which, according to IAS 37 – Provisions, Contingent Assets and Contingent Liabilities, a provision of R$442 million in 2016

(R$541 million by the end of 2015 and R$194 million by the end of 2014) is deemed to be sufficient and recorded under "Other liabilities".

Credits contracted to release

Among the commitments taken on by Banco do Brasil, there are unused credits and lease transactions

totaling R$117,609 million on December 31, 2017 (R$118,746 million on December 31, 2016 and R$144,107 on December 31, 2015). Such operations, when disbursed, are recorded in the Balance Sheet according to the used credit line.

Credits to release are contracted for a given period of time to offer a loan to a client that has fulfilled

predetermined contractual conditions, including the limits assigned to overdraft account and credit card operations. Standby letters of credit and sureties and guarantees are conditional commitments, generally to guarantee the performance of a client before a third party in loan contracts.

In credit financial instruments, the contractual amount of the financial instrument represents the

maximum potential of credit risk in case the counterpart fails to fulfill the terms of the contract. The majority of these commitments mature without being withdrawn. As a result, the contractual amount

does not represent the effective future exposure to credit risks or liquidity requirements originated from these commitments. To decrease the credit risk, the Bank requires the contracted party to deliver, as

collateral, cash resources, securities or other assets to pledge the credit facility, similar to the pledge required for loans to customers.

Confirmed credits to exports and open credits to imports

As a result of foreign trade transactions, there are confirmed import and export letters of credit

amounting to R$398 million on December 31, 2017 (R$447 million on December 31, 2016 and R$4,738

million on December 31, 2015). These operations will compose Banco do Brasil's credit portfolio, when import or export contracts are signed.

b. nature and purpose of the transaction

The nature and purpose of the operations are described in section 10.7.a above.

c. nature and amount of the obligations taken on and the rights generated in favor of

Banco do Brasil as a result of the transaction.

The nature and amounts are described in section 10.7.a. above.

10.8. Main elements of Banco do Brasil 's business plan

The officers must comment on the main elements of the issuer's business plan, specifically

addressing the following topics:

a. investments, including:

i. quantitative and qualitative description of ongoing and forecast investments

In 2017, Banco do Brasil invested, according to the Fixed Investment Plan – (PFix), R$1,372.6 million

in the expansion of the service network and service centers, modernization of the technological park, and supported by IT business solutions. These investments were designed to create physical and

technological infrastructure conditions to support Banco do Brasil’s business growth and made possible several movements, with the highlights:

I. Expansion and adequacy of the Retail service network, totalizing R$80.5 million:

a) Expansion of the Retail service network: R$34.2 million in the expansion of the branch and service station network, expanding business potential, which enabled the installation of 69

44

new Retail service points in the Country, including implementation of the new digital relationship and service models;

b) Adequacy of the retail network: R$46.3 million in the adequacy of 122 branches, with the

objective of guaranteeing the improvement in the structure and ambience of Retail and Estilo agencies, offering greater comfort and security to customers, Bank assets and compliance with

regulatory standards. Additionally, actions were prioritized to adapt the distribution network to new relationship and digital service models.

II. Adequacy of the physical structure to meet the standard proposed by BB Private service model, to promote clients the satisfaction and the improvement of employees working conditions. The

resources, totalizing R$3,235 million, were allocated to the remodeling and relocation of service bases (4 completed projects and 11 projects in progress, to be concluded in 2018) located in strategic locations, allowing the modernization of the Private network.

III. Revitalization of the Wholesale service network, with R$11.1 million invested in the adequacy

of physical facilities of units specialized in serving medium and large companies. The amounts invested focused on the sharing of real estate, through relocations, and the adequacy of physical facilities, with

relocation of 3 branches, reforms of 11 branches, with consequent adaptation to the visual standard Wholesale 2.0, and 11 small reforms in corporate and business service platforms and other business units.

IV. Fixed investments in the abroad network totalizing R$16.1 million, R$8.2 million for maintenance

/ adjustment in IT, R$1.9 million for maintenance / adjustment of the physical network and R$6.0 million in software to help prevent and combat money laundering in the abroad network. The investments aim

to ensure the maintenance of units abroad operation, whose actions are associated with modernization,

automation, regulatory demands, replacement of movable assets, IT equipment, maintenance of real estate for use and investments linked to prevention and combat money laundering and terrorism financing.

V. Investments in Physical Infrastructure in the amount of R$529.5 million, related to the

acquisition of general movable property, construction work and real estate reforms, in order to avoid the obsolescence of fixed assets and promote the modernization, adequacy or replacement of building equipment, with the highlights:

Buildings conservation – reforms in building infrastructure for BB's use of property for maintenance of its functionality;

Adequacy of headquarters - physical adjustments of Banco do Brasil-DF and Banco do Brasil-SP Buildings;

Modernization of IT resources for office/bank automation - acquisitions to replace equipment expected to get obsolete in the year;

Furniture and equipment replacement - replacement to maintain operations and adjustments to accessibility policies;

Datacenter - physical adequacy and acquisitions of facilities for Datacenter areas;

Energy Efficiency - lighting system modernization of buildings used by BB, aiming to improve the energy efficiency.

VI. In 2017, R$531.9 million was invested in acquisitions aimed at complying with the Bank's corporate strategy for data processing and storage, IT environment management, corporate

management and network / telecommunications, especially to infrastructure modernization to provide connectivity to customers, contributing to the digital service model improvement, productivity, business

intelligence expansion, innovation, compliance with legal requirements and compliance. Highlight for investments in:

Processing and Storage Infrastructure - Expansion of computational and virtualization capacity; expansion of storage capacity; expansion and technological update of backup solution

components; upgrade of large-scale processing technology park - mainframe; disk virtualization solution for high-end data storage environment;

Corporate Management - Acquisition of integrated infrastructure solution (communication management, operations terminals, digital recording systems with support and communications

contingency) for Foreign Trade and Private Bank Management, storage environment management

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software data integration software between BB's legacy systems and mobile device management solution;

Data network - Investments in infrastructure elements for datacenters, wireless connectivity, centralized IP telephony solution;

Telecommunications - Investments in solution to improve the telephone service in the agencies, large telephony, tape recorders, videoconferencing systems and workforce management solution for the BB Call Center.

VII. Modernization and expansion of Information Security and Physical and Patrimonial Security

solutions for business environments, totaling R$27.7 million, with installation of 1,536 cryptographic (BDU) cards in ATMs, 2,286 biometric sensors in ATMs, 16,551 safety equipment for branches and 7,870 inking kits for 3,935 ATMs (two kits for each terminal).

VIII. Modernization of security equipment with substitution of the technological structure and reforms

resulting from the expansion / adequacy of Banco do Brasil security environments, with investments of R$2.8 million in 2017.

For 2018, R$3,175.2 million is destined to intensify investments in modernization projects and support to business growth, of which R$1,173.5 million are destined for the investments of the Physical Infrastructure Program.

ii. investment funding sources

Own funds.

iii. material ongoing and planned divestitures

Not applicable.

b. provide, once already disclosed, disclosure of plants acquisition, equipment, patents

or other assets which shall significantly impact the production capacity of the issuer

In 2017, IT resources were acquired, such as microcomputer, printer, branch server, password dispensing terminal, customer call terminal, PIN keyboard, check reader and notebook, which enabled

the replacement of obsolete equipment and expanded their availability, modernizing work environments, optimizing and improving productive capacity.

In addition, hardware and software were acquired for modernization and expansion of large-scale environment, increasing processing capacity by 30% and data storage by 6%.

c. new products and services

New products and services, informing: (i) description of the research under development

already disclosed; (ii) total amounts spent by the issuer on research to develop new products

or services; (iii) projects under development already disclosed; and (iv) total amounts spent

by the issuer to develop new products or services.

There were no specific market research to develop new products and services.

10.9. Other factors which had a material impact on operating performance

Comment on other factors which had a material impact on operating performance and which

were identified or commented in the other items of this section.

Banco do Brasil’s communication planning aims the strengthening brand positioning, contributing to the consolidation of value proposition for each market and promoting the integration and unicity in the

Company communication with the external and internal public. In the Strategic Communication Plan (PEC), a document that derives from the Corporate Strategy, defines the guidelines of the institution communication decisions.

Derived from the strategic advisors and the PEC, the Annual Communication Plan (PAC) brings together

the communication actions of Banco do Brasil planned for the year, to contribute to the achievement of the Company's strategic objectives.

46

Communication actions are defined to optimize available resources and ensure the adherence of

communication strategy to strategic guidelines, considering the expectations of all the sectors that make up the public ecosystem of brand strategy audiences.

The next table shows the amounts budgeted and accomplished for advertising expenses, promotions and sponsorship.

2017

R$ million Budged Accomplished

Advertising 377 370

Sponsorship 169 156

47

ADMINISTRATION VOTES

48

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 2017.

Brasília (DF), March 23rd, 2018.

Paulo Rogério Caffarelli

Board of Director Member

49

DESTINATION OF THE NET INCOME

- 2017 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 ................................................................................... 10,881,098,090.86

Accumulated Profited (Loss) ......................................................... (50,357,465.78)

Adjusted Net Income ................................................................. 10,830,740,625.08

Legal Reserve................................................................................. 541,537,031.25

Remuneration to shareholders ........................................................

- Interest on Own Capital ....................................................

- Dividends ...........................................................................

3,228,953,320.34

3,228,953,320.34

--

Utilization of Reserves to Dividends Equalization ........................ --

Statutory Reserves ........................................................................

- to Operational Margin.....................................................

- to Dividends Equalization...........................................

7,060,250,273.49

6,707,237,759.82

353,012,513.67



Board of Directors Member

50

NET PROFIT ALLOCATION

CVM Regulation

481, dated December 17th, 2009 –

Attachment 9-1-II

51

Net Profit Allocation

The data presented refer to Banco do Brasil, except where otherwise indicated.

1. Fiscal Year Net Profit:

Net Profit for the year 2017 is R$ 10,881,098,090.86. This amount refers to the net Profit determined in accordance with the accounting practices adopted in Brazil applicable to the institutions authorized to operate by BACEN.

2. Total amount and value per share of the dividends, including prepaid dividends and interest on own capital (IOC) already declared: The total amount of dividends and IOC was R$ 3,228,953,320.34, which represents the amount of R$ 1.160 per common share, the only share class issued by the BB due to its listing in the New Market segment of B3. Such amount is subject to withholding of income tax in Brazil, except for shareholders who are proven to be exempt.

3. Percentage of net profit distributed: The Board of Directors deliberated the payout ratio for the year 2017, at 25% of net profit, excluding the effects of Remuneration Interest on the Hybrid Capital and Debt Instrument authorized to compose the BB's Core Capital (IHCD) . The amount indicated in item 2 corresponds to 29.67% of net profit for the year and 29.41% of the dividend calculation basis (table 1).

Table 1 – Statement of the basis of calculation of dividends

Account Value (R$) Percentage (%)

Net profit for the year 10,881,098,090.86

Remuneratory Interest IHCD 97,343,198.28

Dividend calculation basis/IOC 10,978,441,289.14

IOC paid 3,228,953,320.34

IOC payable --

Gross amount of IOC 3,228,953,320.34 29.41%

Income tax levied on IOC 484,342,998.05

Net amount of IOC 2,744,610,322.29 25.00%

4. Total amount and value per share of dividends distributed based on net income from prior years:

There was no distribution of dividends based on profits from prior years.

52

5. Dividends/IOC, less prepaid dividends and interest on own capital already declared:

a) Gross amount of Dividends and Interest on Own Capital separately, per each type and class of share:

Not apply. There will be no payment of dividends and interest on own capital other than those already declared and paid.

b) Payment method and deadline:


c) Adjustment and interest on dividends and interest on own capital:


d) Payment declaration date considered for identifying shareholders who will be entitled to receive:


6. Dividends/Interest on Own Capital based on profits determined in semester balance sheets or in shorter periods: a) Dividends/Interest on Own Capital already declared:

Table 2 – Dividends/IOC declared per quater

1st Quarter 2nd Quarter 3rd Quarter 4th Quarter

Dividends -- -- -- --

IOC R$ 710,300,644.60 R$ 778,781,736.81 R$ 834,174,214.58 R$ 905,696,724.35

TOTAL R$ 710,300,644.60 R$ 778,781,736.81 R$ 834,174,214.58 R$ 905,696,724.35

a) Date of respective payments:

Table 3 – Datas de pagamento dos Dividendos/JCP declarados

Fiscal Years 1st Quarter 2nd Quarter 3º Trimestre/2017 4th Quarter

Dividends -- -- -- --

IOC 03.31.2017 06.30.2017 09.29.2017 12.28.2017

53

Additional IOC 05.31.2017 08.31.2017 11.30.2017 03.12.2018

7. Comparative table with values per share of each kind and class: the BB’s capital, on 12/31/2017, was consisted of 2,865,417,020 common shares:

a) Net profit of year and 3 (three) previous fiscal years:

For the calculation of net profit per share, net profit was divided by the number of common shares at the end of the year.

Table 4 – Net profit of year and 3 (three) previous fiscal years

b) Dividends and IOC distributed in the year and in the previous three (3) years:

For the calculation of dividends and IOC per share, the amount distributed was divided by the number of shares at the end of the year, excluding shares held in treasury.

Table 5 – Dividends and IOC distributed in the year and in the previous three (3) years:

Fiscal Years 2017 2016 2015 2014

Net Profit 10,881,098,090.86 7,930,113,891.32 14,108,486,683.85 11,312,851,949.56

Net Profit per share

3.7974 2.7675 4.92371 3.94806

Number of Common Shares

2,865,417,020 2,865,417,020 2,865,417,020 2,865,417,020

Fiscal Years 2017 2016 2015 2014

Dividends -- -- 1,300,506,700.00 851,104,789.80

Dividends per share

-- -- 0.465 0.304

IOC 3,228,953,320.34 2,354,607,495.21 4,445,238,648.09 3,674,035,990.03

IOC per share 1.160 0.845 1.591 1.313

Total 3,228,953,320.34 2,354,607,495.21

5,745,745,348.09

4,525,140,779.83

Total per share 1.160 0.845 2.056 1.617

Number of shares

2,784,953,544 2,784,750,523 2,792,552,824 2,796,535,444

54

8. Legal Reserve: a) Amount intended for legal reserve: R$ 541,537,031.25. b) Calculation of legal reserve:

Legal reserve is calculated by applying 5% percent on net profit of period after balance of accumulated losses is absorbed, according to art. 193 of Law 6404/76 and art. 46 of our Bylaws (table 6).

Table 6 – Calculation basis of legal reserve


Net profit for the year (2017) 10,881,098,090.86

Retained earnings/losses (50,357,465.78)

Calculation basis of legal reserve 10,830,740,625.08

Legal Reserve 541,537,031.25 5.00%

9. Preferred shares entitled to established or minimum dividends:

The company has no preferred shares.

10. Compulsory dividend: a) Description of calculation provided in bylaws:

Art. 47. Shareholders are entitled to a minimum and mandatory dividend every six-month period at 25% of adjusted net income, as provided for by law and these bylaws.

Paragraph 1 - Dividends corresponding to each half-year will be stated by the Management Board, approved by the Board of Directors.

Paragraph 2 - The amounts of the dividends due to the shareholders will incur incidence of financial charges as set forth in the applicable legislation, from the closing of the semester or of the fiscal year in which they are determined up to the day of effective deposit or payment, without prejudice to the incidence of interest on arrears when this payment is not verified on the date stipulated by law, by the General Meeting or by decision of the Board of Officers.

Paragraph 3 - Interim dividends shall be distributed in periods shorter than that set out in the head of this article, pursuant to the provisions of articles 21, II, “a”, 29, I and VII, and 47, Paragraph 1, of these Bylaws.

b) Inform if it is being paid in full: Dividends relative to year 2017 were fully paid.

c) Report any amount withheld: There was no retention of dividends.

11. If there is a mandatory dividend retention due to the financial situation of the company: There was no retention of mandatory dividend.

12. If there is allocation of earnings to reserve contingencies: There was no allocation of earnings for contingency reserve.

55

13. If there is allocation of income to earnings reserve account:

There was no allocation of income to earnings reserve account.

14. Allocation of earnings for statutory reserves:

a) Statutory Clause:

Art. 46. After offsetting any accumulated losses and deducting the provision for income tax from the result for the six-month period, the proceeds shall be used as follows, pursuant to the limits and conditions provided for in Law 6404/76 and other applicable rules: I – Formation of legal reserve; II – formation, if necessary, of the Reserve for Contingency and Unrealized Profit Reserves; III – payment of dividends, in compliance with the provisions of articles 47 and 48 of these Bylaws IV – in relation to the balance remaining after the prior uses: a) setting up of the following statutory reserves: 1- Reserve for operating margin with the purpose of guaranteeing an operating margin compatible with the development of the company’s operations, at an amount from up to 100% of net income to 80% (eighty percent) of capital stock; 2- Reserve for dividend equalization with the purpose of guaranteeing funds for paying dividends, at an amount from up to 50% of net income to 20% (twenty percent) of the capital stock; b) other reserves and retained profits provided for in the legislation. Sole Paragraph. Upon setting up reserves, the following rules shall be followed: I – reserves and profit retention to which item IV refer cannot be approved with prejudice to the distribution of minimum mandatory dividend; II – the revenue reserve balance, except contingencies and unrealized profit, cannot exceed the capital stock; III – the uses of proceeds over the year shall be as proposed by the Board of Officers, approved by the Board of Directors and the Annual Shareholders Meeting dealt with in Paragraph 1 of article 9 of these bylaws, at which event the percentages adopted for setting up statutory reserves provided for in sub item (a) of item IV of the head of this article shall be explained.

b) Amount intended for statutory reserves: In 2017, the amount of R$ 7,060,250,273.49 was allocated, of which R$ 6,707,237,759.82 was allocated to the Operating Margin Reserve and R$ 353,012,513.67 to the Dividends Equalization Reserve.

c) Calculation:

From net profit for the year, adjusted by balance of accumulated profits/losses and after creation of legal reserve, creation, if any, of the contingency reserve and reserves of profits to be realized and payment of dividends, entries are set aside to create statutory reserves (table 7).

56

Table 7 – Calculation basis of statutory reserves


Net profit for the year (2017) 10,881,098,090.86

Retained earnings/losses (50,357,465.78)

Legal Reserves 541,537,031.25

Remuneration to shareholders (Dividends/IOC) 3,228,953,320.34 31.38%

Calculation basis of Statutory Reserves 7,060,250,273.49

Statutory Reserves 7,060,250,273.49 68.62%

Operating Margin 6,707,237,759.82 95.00%

Dividends Equalization 353,012,513.67 5.00%

15. If there is retained earnings in capital budget. There was no retained earnings provided in capital budget.

16. If there is allocation of income to the tax incentive reserve. There was no retention of profits for tax incentive reserve.

57

ELECTION OF THE BOARD OF

DIRECTORS MEMBER Appointed by Controller Shareholder

CVM 481/09, Article 10

58

12.5. Administrators and members of the Fiscal Council of Banco do Brasil

In regard to each one of the administrators and members of the Fiscal Council of Banco do

Brasil:

Board of Directors

LUIS OTÁVIO SALIBA FURTADO

b) date of birth: 10.02.1966

c) occupation: System Analyst

d) CPF or passaporte number: 926.046.687-34

e) position: Council member

f) election date:

g) installation date:

h) term in office: 2017/2019

i) other positions at BB: none

j) indication by controller or not: indicated by controller to be ellected by the Genneral Meeting.

k) if he is an independent member and if so, what was the criterion used by the issuer to determine independence: yes, does not have any relation with the Bank or its controller.

l) number of consecutive term: none

m) information about:

i. resumé, containing the main professional experience during the last 5 years:

- company name and activity sector: Kroton Educacional S.A.

- position: Vice President of Technology and Digital Transformation

- if the company integrates (i) the economic group of the issuer, or (ii) is controlled by the issuer’s shareholder holding a diret or indirect interest equal to or greater than 5% of the same class or kind of issuer’s securities. No

- company name and activity sector: CVC Brasil and Travel Agency

- position: Board of Directors Member .

- if the company integrates (i) the economic group of the issuer, or (ii) is controlled by the issuer’s shareholder holding a diret or indirect interest equal to or greater than 5% of the same class or kind of issuer’s securities. No

- company name and activity sector: BRQ IT Solutions S.A.

- position: Board of Directors Member

- if the company integrates (i) ) the economic group of the issuer, or (ii) is controlled by the issuer’s shareholder holding a diret or indirect interest equal to or greater than 5% of the same class or kind of issuer’s securities. No

- company name and activity sector: BMF&BOVESPA, financial services

- position: Executive Director of Information Techonology.

- if the company integrates (i) the economic group of the issuer, or (ii) is controlled by the issuer’s shareholder holding a diret or indirect interest equal

59

to or greater than 5% of the same class or kind of issuer’s securities. No

ii.. indication of all management positions he holds in the other companies or third sector organizations: none..

n. description of any of the following events that may have occured during the last 5 years:

i. any criminal conviction, even if not final and unappealable, with the stage indicate that is the case: none .

ii. any conviction in an administrative process of CVM and penalties applied, even if not final and unappealable, indicating the corresponding case is on appeal to the Board of the National Financial System: none.

iii. any conviction which became final, at judicial or administrative level, that may have suspended or disqualified him/her to perform any professional or comercial activity whatsoever: none.

- if the person is politically exposed (as defined in the applicable regulations), describing the reason for such characterization: no.

- if the person is candidate in the executive and legislative power: no.

12.6. Not applicable

12.7 Not applicable

12.8 Not applicable

12.9. Marital relationship, stable union or kinship up to second degree

Existence of a marital relationship, stable union or kinship up to second degree betweeen:

a. officers of Banco do Brasil

None.

b. (i) officers of Banco do Brasil e (ii) officers of BB’s directly or indirectly controlled companies,

None

c. (i) officers of Banco do Brasil or of its directly or indirectly controlled companies and (ii) BB direct or indirect controller

None.

d. (i) officers of Banco do Brasil e (ii) officers of direct and indirect parent companies of

BB.

None.

12.10. Subordinate relations, service delivery or control

Subordination, service provision or control relationships kept, in the last 03 fiscal years,

between the issuer's officers and:

a. Subordinate relations, service delivery or control maintained between the issuer’s officers and:

Not applicable

b. direct or indirect controller of Banco do Brasil

Not applicable

c. supplier, client, debtor or creditor of the issuer, of its subsidiary or controlling

companies or subsidiaries of any of these persons Appointed member of the Board of Directors - Luis Otávio Saliba Furtado

CPF: 926.046.687-34

Related Person:: BRQ SOLUCOES EM INFORMATICA S.A.

CNPJ: 36.542.025/0001-64

Position/Function: Board of Directors member

Type of relationship between the Administrator and the related person: Board of Directors member.

Type of related person: Supplier

Year: 2017/2019

60

Remuneration and Eligibility Committee

#public disclosure

Management Proposals

Shareholders Meeting,

The Remuneration and Eligibility Committee, at a meeting held on 03.15.2018,

approved the nomination of Mr. Luís Otávio Saliba Furtado to the position of Banco do

Brasil’s Board of Directors member, since he met the necessary requirements and

declared the absence of fences, observing, therefore, the Company's Appointment and

Succession Policy.

The copies of the documentation proving the requirements required by Law as

well as the statements provided for in the Regulation shall be filed at the Banco do

Brasil’s Headquarter.

Brasília (DF), March 15th, 2018.

Rodrigo Nunes Gurgel Secretary

61

REMUNERATION TO THE

SUPERVISORY BOARD MEMBERS,

AUDIT COMMITTEE

MEMBERSAND GLOBAL AMOUNT

OF REMUNERATION TO THE

MEMBERS OF THE

ADMINISTRATION

Pursuant to CVM Regulation 481/09,

Article 12, item I

62

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.




63

REMUNERATION OF THE MEMBERS OF THE AUDIT COMMITTEE

Shareholders,

Em Pursuant to Decree #8,945, dated 12.27.2016, 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 23rd 2018.



64

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$ 84.095.569,14, 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 2017. 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,

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

65

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.

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.




66

MANAGEMENT REMUNERATION

Pursuant to CVM Regulation

481/09, Article 12, item II

(Reference Form, Item 13)

67

13. MANAGEMENT REMUNERATION

13.1. Management remuneration policy or practice

Describe the remuneration policy or practice remuneration of the board of directors,

statutory and non-statutory boards, fiscal council, statutory committees and of the audit,

risk, financial and remuneration committees:

As foreseen in article 16 of Banco do Brasil’s bylaws, the remuneration of the members of its management bodies is annually established by the Annual General Meeting, observing the legal rules.

The values are defined based on market research, internal balance, responsibility, company and individual performance, and other factors. The total remuneration includes fixed and variable remuneration and benefits.

Banco do Brasil has no non-statutory board. The remuneration characteristics of each BB’s management body are described below.

Board of Directorsa) remuneration policy or practice objectives, informing if

the remuneration policy has been formally approved,

responsible body for its approval, approval date and, if

the issuer discloses the policy, locations in the global

computer network where the document can be consulted.

For the period from April, 2017 to March, 2018, the

members of the Board of Directors monthly fees were

approved at the Ordinary General Meeting in April 27,

2017 and fixed at one-tenth of the monthly average

remuneration of the Executive Board members, excluding

amounts related to vacation additional and benefits, and

the objective is to compensate them for the services

provided. The minutes of aforementioned meeting are

published on Banco do Brasil's official website and can be

accessed in the electronic address: www.bb.com.br/ir.

b) remuneration composition, indicating:

(i) description of each remuneration component and their

objectives

Fees: fixed monthly remuneration paid to the Board of

Directors members.

(ii) in relation to the last three fiscal years, the proportion of

each element in the total remuneration

2015 Fees: 100%

2016 Fees: 100%

2017 Fees: 100%

(iii) calculation and adjustment methodology of each one of the

remuneration component

The amount paid corresponds to 10% of the average

monthly remuneration paid to the members of the

Executive Board and approved annually by the Annual

General Meeting.

(iv) reasons that justify the remuneration composition Established by the General Meeting according to the Law

6,404/76, article 152 and Law 9,292/96, article 1 .

(v) the existence of unpaid members and the reason for this

fact.

BB's CEO is not paid for his role on the Board of Directors.

c) key performance indicators that are considered when

determining each comonent of the remuneration

Not applicable: fixed remuneration without associated

indicator.

d) struture of remuneration to reflect the increase in the

performance indicators

Not applicable

e) how the remuneration policy or practice is aligned with

the short, medium and long term interests of the issuer

Not applicable

68

f) existence of remuneration supported by subsidiaries or

direct or indirect controlling shareholders

Not applicable

g) existence of any remuneration or benefit associated to

the occurrence of a particular corporate event, such as

the disposal of the issuer's controlling interest

Not applicable

h) practices and procedures adopted by the Board of

Directors to define the individual remuneration of the

Board of Directors and Executive Board, indicating:

(i) the issuer's bodies and committees that participate in the

decision-making process, identifying how they participate

Pursuant to art. 16 of the Bylaws of Banco do Brasil, the

remuneration and other benefits of the members of the

Board of Directors, including the Board of Directors, is

established annually by the Ordinary General Meeting, in

compliance with the legal prescriptions.

(ii) criteria and methodology used to determine the individual

remuneration, indicating whether studies are used to verify

market practices and, if so, the criteria for comparison and the

scope of these studies

The remuneration of the members the Board of Directors

is defined based on the article 152 of Law 6,404/76 and

article 1 of Law 9,292/96.

(iii) how often and how the Board of Directors assesses the

adequacy of the issuer's remuneration policy



management bodies, including the Board of Directors, is

established annually by the Ordinary General Meeting , in


69

Fiscal Councila) remuneration policy or practice objectives, informing

if the remuneration policy has been formally approved,



computer network where the document can be

consulted.

For the period from April, 2017 to March, 2018, the

members of the Fiscal Council monthly fees were


2017 and fixed at one-tenth of the monthly average

remuneration of the Executive Board members, excluding

amounts related to vacation additional and benefits, and

the objective is to compensate them for the services

provided. The minutes of aforementioned meeting are





objectives

Fees: fixed monthly remuneration paid to the Board of

Directors members.



2015 Fees: 100%

2016 Fees: 100%

2017 Fees: 100%

(iii) calculation and adjustment methodology of each


The amount paid corresponds to 10% of the averege

monthly remuneration paid to the members of the

Executive Board and approved annually by the Annual

General Meeting.

(iv) reasons that justify the remuneration composition Established by the General Meeting according to the Law

6,404/76 article 162 paragraph 3 and Law 9,292/96

article 1.


fact.

There are not unpaid members.


determining each component of the remuneration

Not applicable: fixed remuneration without associated

indicator.

d) structure of remuneration to reflect the increase in

the performance indicators

Not applicable

e) how the remuneration policy or practice is aligned

with the short, medium and long term interests of the

issuer

Not applicable

f) existence of remuneration supported by subsidiaries

or direct or indirect controlling shareholders

Not applicable

g) existence of any remuneration or benefit associated

to the occurrence of a particular corporate event, such

as the disposal of the issuer's controlling interest

Not applicable

70

Executive Boarda) remuneration policy or practice objectives, informing

if the remuneration policy has been formally approved,



computer network where the document can be

consulted.

To remunerate the members of the Executive Board,

considering their responsibilities, time devoted to their

duties, their competence and professional reputation and

the value of their services in the market, in order to

maximize the Company's earnings in a sustainable manner

over time. For the period from April, 2017 to March, 2018,

the members of the Executive Board monthly fees were


2017. The minutes of aforementioned meeting are





objectives

Fees, 13th salary, variable remuneration and benefits.

Fees: fixed monthly remuneration paid to the Bank's

Directors. Is the reward for services rendered to the

Company.

13th salary: remuneration equivalent to one monthly fee.

Executive Officers’ Variable remuneration Program: a

variable remuneration program whose purpose is to

recognize the directors’ effort toward obtaining the

achieved results, with basis on the calculated performance

of indicators linked to the corporate strategy. The payment

is in accordance with the proposals set forth by National

Monetary Council Resolution 3,921, of November 25, 2010,

among which we highlight the payment in company

shares.

Direct and indirect benefits: remuneration aiming the

Directors and Officers life quality, including housing,

healthcare, pension and life insurance.



2015 Fees: 44%

13th salary: 4%

Variable Remuneration of the Executive Board: 40%

Direct and indirect benefits: 13%

Fees: As established by the Annual General Meeting, and

considering the analysis of the banking market’s best

remuneration practices in addition to the accumulated.

(April, 2014 to March,2015)

13th Salary: Established by the Annual General Meeting

and equivalent to 1 monthly fee(s).

2016 Fees: 44%

13th salary: 4%




considering the analysis of the banking market’s best

remuneration practices in addition to the accumulated.

(April, 2015 to March, 2016)

13th Salary: Established by the Annual General Meeting

and equivalent to 1 monthly fee.

2017 Fees: 43%

13th salary: 4%



*Payment conditional upon the manifestation of the TCU to

the embargo of declaration regarding the Judgment.

71

(iii) calculation and adjustment methodology of each one of

the remuneration components


for that, the analysis of the best remuneration practices in

the banking market, as well as the inflation accumulated in

the period (Apr/16 - Mar/17).

13th salary: is equivalent to 1 monthly fee.

Variable Remuneration: The Variable Remuneration of the

Executive Board as established by the Annual General

Meeting and will nor exceed the annual remuneration the

members of the Executive Board and not one tenth of the

profits (Article 152, paragraph 1, of Law No. 6404/76), is

lower, according to the Bylaws of BB, art. 16, sole

paragraph. Eventual readjustment in the monthly fee

values automatically adjust the other components of the

remuneration (13th salary and variable remuneration).

(iv) reasons that justify the remuneration composition The remuneration paid to the members of the Executive

Board is in accordance with legal provisions related to

state-owned and joint-stok companies and aims to

remunerate them for the level of responsibility of their

duties, as well as the value of each professional in the

market, considering the company’s risk management

policy, its profit or loss and economic environment.


fact.



determining each element of the compensation

Fees: Performance in the position.

13th Salary: Performance in the position.

Direct and indirect benefits: Performance in the position.

Variable remuneration: Determining the payment and the

amount of variable remuneration paid to statutory officers

is done by performance indicators in three levels:

Corporate, unity and individual.

d) how the compensation is structured in such a way as

to reflect the increase in the performance indicators The variable remuneration is triggered by performance

indicators and the non-compliance with some indicator

directly influence the calculation of the variable

remuneration. Similarly, overcoming goal(s) can raise the

amount due.

The variable remuneration uses indicators that assess

various aspects of the company's performance, among

which the earnings, market share growth, defaults and

efficiency.

e) how the compensation policy or practice is aligned

with the short, medium and longterm interests of the

issuer

The remuneration policy is aligned with the Company's

interests, considering short, medium and long term results,

and the analysis of market trends aligned with corporate

strategies for the coming periods.

In addition, the indicators used in the variable

remuneration policy are effects of the corporate strategy,

the master plan and the market plan.

f) existence of remuneration supported by subsidiaries

or direct or indirect controlling shareholders

The remuneration of the Executive Board is not supported

directly by the abovementioned entities. Indirectly, the

results of subsidiary and associated companies influence

the Bank's net income and, consequently, the

remuneration practice.

72

g) existence of any remuneration or benefit associated

to the occurrence of a particular corporate event, such


There is no remuneration nor benefit associated with a

corporate event.

h) practices and procedures adopted by the board of

directors to define the individual compensation of the

board of directors and executive board, indicating:

(i) the issuer's bodies and committees that participate in the

decision-making process, identifying how they participate



Board of Directors, including the Board of Directors, is

established annually by the Ordinary General Meeting, in


(ii) criteria and methodology used to determine the individual

remuneration, indicating whether studies are used to verify

market practices and, if so, the criteria for comparison and the

scope of these studies

The remuneration of the members the Board of Directors is

defined based on the article 152 of Law 6,404/76 and

article 1 of Law 9,292/96.

(iii) how often and how the board of directors assesses the

adequacy of the issuer's remuneration policy



manegement bodies, including the Board of Directors, is

established annually by the Ordinary General Meeting , in


73

Audit Committeea) remuneration policy or practice objectives,

informing if the remuneration policy has been

formally approved, responsible body for its approval,

approval date and, if the issuer discloses the policy,

locations in the global computer network where the

document can be consulted.

For the period from April, 2017 to March, 2018, the members

of the Audit Committe monthly fees were approved at the

Ordinary General Meeting of April 27, 2017 and fixed at 90%

of the average monthly remuneration of the Executive Board

members, excluding amounts related to vacation additional

and benefits, and the objective is to compensate them for the

services provided. The minutes of aforementioned meeting

are published on Banco do Brasil's official website and can be




objectives

Fees: fixed monthly remuneration paid the members of the

Bank's audit committee.

(ii) in relation to the last three fiscal years, the proportion

of each element in the total remuneration

2015 Fees: 100%

2016 Fees: 100%

2017 Fees: 100%

(iii) calculation and adjustment methodology of


The amount paid corresponds to 90% of the average salary

the Bank’s officers. Adjustment is due to the change in the

salary of the Executive Officers or by a decision of the Annual

General Meeting.

(iv) reasons that justify the remuneration composition The remuneration composition is defined by the Annual

General Meeting and follows market practices for the

remuneration of this board.

(v) the existence of unpaid members and the reason for

this fact.


c) key performance indicators that are considered

when determining each component of the

remuneration

Fees: fixed remuneration without associated indicator.

d) struture of remuneration to as to reflect the

increase in the performance indicators

Not applicable



issuer

Not applicable

f) existence of remuneration supported by

subsidiaries or direct or indirect controlling

shareholders

Not applicable

g) existence of any remuneration or benefit linked to

the occurrence of a particular corporate event, such


Not applicable

74

Risk and Capital Committeea) remuneration policy or practice objectives,

informing if the remuneration policy has been

formally approved, responsible body for its approval,

approval date and, if the issuer discloses the policy,

locations in the global computer network where the

document can be consulted.

The policy used to remunerate the Risk and Capital

Committee was approved by the Board of Directors on June

21, 2017, with the objective of remunerating them for the

services provided.



objectives

Fees: fixed monthly remuneration paid the members of

theRisk and Capital Committee.

(ii) in relation to the last three fiscal years, the proportion

of each element in the total remuneration

2015 -

2016 -

2017 Fees: 100%

(iii) calculation and adjustment methodology of


Fees: Defined by the Board of Directors, and for that, the

analysis of the best remuneration practices in the banking

market is considered.

(iv) reasons that justify the remuneration composition The remuneration composition is defined by the Board of

Directors and follows market practices for the compensation

of this board.

(v) the existence of unpaid members and the reason for

this fact.


c) key performance indicators that are considered

when determining each component of the

remuneration

Fees: fixed remuneration without associated indicator.

d) struture of remuneration to as to reflect the

increase in the performance indicators

Not applicable



issuer

Not applicable

f) existence of remuneration supported by

subsidiaries or direct or indirect controlling

shareholders

Not applicable

g) existence of any remuneration or benefit linked to

the occurrence of a particular corporate event, such


Not applicable

Other Committees:

All decisions are taken collectively, in Banco do Brasil. For this purpose, the Governance structure

accommodates non-statutory committees composed of members of the Executive Board. Members of the Executive Board, when appointed, automatically occupy a position on the Bank's other committees without receiving any additional remuneration.

13.2. Management remuneration charged to income

Regarding the remuneration recognized in net income for the past 3 fiscal years and that

forecast for the current fiscal year of the Board of Directors, Statutory Board and Fiscal

Council, prepare a table with the following contents:

The tables presented in this item demonstrate the remuneration recognized in net income for the past 3 fiscal years of the Board of Directors, Executive Board and Banco do Brasil’s Fiscal Council.

To avoid duplication, the remuneration paid to the members of the Board of Directors were deducted

from the remuneration of officers who also are part of that body. It is the case of the CEO of Banco do Brasil, a member of the Board of Directors and the Executive Board.

75

The number of members of each body corresponds to the annual average of members of each body

calculated monthly, with two decimal digits, in accordance with the Circular Letter CVM/SEP/No 02/2018 of 02/28/2018. For the calculation, it considered the number of members on the last business day of each month. In the case of the Fiscal Council, it was considered only the incumbent members.

The number of paid members of each body corresponds to the annual average number of paid members

of each body calculated monthly, with two decimal digits, in accordance with the Circular Letter/CVM/SEP/No. 02/2018. For the average calculation, it was considered all paid members, including

those who have received pro rata remuneration for the beginning and end of a term in office, those who have received adjustments for previous months and who have received quotas of Variable

Remuneration, including those resulting from previous programs. In the case of the Fiscal Council it was also considered alternate members who, due to their performance, have received remuneration.

The values for "Other" in item d.i refer to the employer social security contributions and the FGTS contribution levied on salary or management fees of the members of the Executive Board, BB's Board

of Directors and Fiscal Council in accordance with item “b" of the subtitle 10.2.13 of Circular Letter CVM/SEP/Nº 02/2018 of 02/28/2018.

Fiscal year 2015

The variable remuneration program for Banco do Brasil officers of the year 2015-2016 had its amount

approved by the Annual General Meeting of 04/28/2015 and its definition, which is 50% cash and 50%

in shares, of which 20% in prompt payment and 80% deferred within four years, was proposed by the Remuneration and Eligibility Committee and approved by the Board of Directors, as CMN Resolution

3,921/2010. Out of the total R$16,864,703.95 for the Variable Remuneration, R$5,222,798.75 refer to the cash portion of the 2014 program, after deducting the advance payment, and R$5,585,054.58 refer

to the Program 2015. Besides that, advance also integrates the total R$6,056,850.61 spent on social

charges on variable remuneration, pursuant to item "b" of the subtitle 10.2.13 Circular Letter/CVM/SEP/N.º 02/2018. From R$5,965,665.91 for the stock-based remuneration, R$1,540,005.56

refer to the second deferred portion of the program in 2012, R$2,312,029.79 refer to the first deferred portion of the program in 2013 and R$2,113,630.56 is related to the cash portion of the 2014 Program

without the social charges incurred, which are included in d.ii item, pursuant to item "b" of the subtitle 10.2.13 Circular Latter/CVM/SEP/ No. 02/2018.

The fees of one member of the Board were paid by BB Seguridade, until his resignation, which occurred on 04/05/2015.

Because of its indemnitory quality, the Statutory Quarantine stopped receiving the incidence of employer contribution to the pension and contribution to the FGTS.

Expenditure on the employer's contribution to pension is included in direct and indirect benefits, despite resources have been used from “Sponsor Special Reserve Account named Conta de Utilização”.

76

a) BodyBoard of

DirectorsFiscal Council Executive Board

b) Total number of members 7.75 4.75 36.42

c) Number of paid members 5.92 5.00 39.00

d) Remuneration breakdown:

(i) Fixed Annual Remuneration, breakdown:

- Salary or Officer Remuneration (R$) 392,421.39 329,345.89 24,197,935.02

- Direct and indirect benefits n/a n/a 3,248,693.06

- Remuneration for joining committees n/a n/a n/a

- Other 98,323.63 74,102.75 8,879,660.33

(ii) Variable remuneration, breakdown (R$)

- Bonuses n/a n/a n/a

- Profit sharing n/a n/a n/a

- Remuneration for participation in meetings n/a n/a n/a

- Commissions n/a n/a n/a

- Other n/a n/a 16,864,703.95

(iii) Post-employment benefits (R$) n/a n/a n/a

(iv) Benefits motivated by the cessation of tenure,

(R$)n/a n/a 97,258.82

(v) remuneration based on shares, including options

(R$)n/a n/a 5,965,665.91

e) Annual amount of remuneration by body (R$) 490,745.02 403,448.64 59,253,917.09

f) Annual amount of remuneration (R$) 60,148,110.75

Fiscal year 2016

The variable remuneration program for Banco do Brasil Officers of the year 2016-2017 had its amount




to the Program 2016. Besides that, advance also integrates the total R$4,081,007.89 spent on social charges on variable remuneration, pursuant to item "b" of the subtitle 10.2.13 Circular

Letter/CVM/SEP/N.º 02/2018. From R$7,259,974.15 for the stock-based remuneration, R$1,504,124.54

refer to the third deferred portion of the program in 2012, R$2,006,957.60 refer to the second deferred portion of the program in 2013 and R$1,807,923.56 refer to the first deferred portion of the program

in 2014 and R$1,940,968.45 is related to the cash portion of the 2015 Program without the social charges incurred, which are included in d.ii item, pursuant to item "b" of the subtitle 10.2.13 Circular Latter/CVM/SEP/No. 02/2018.

Because of its indemnitory quality, the Statutory Quarantine stopped receiving the incidence of employer contribution to the pension and contribution to the FGTS.

Expenditure on the employer's contribution to pension is included in direct and indirect benefits, despite resources have been used from "Sponsor Special Reserve Account named Conta de Utilização".

77

a) BodyBoard of









- Other 100,744.37 75,990.24 9,015,848.37






- Other n/a n/a 9,067,213.57



(R$)n/a n/a 1,179,581.35


(R$)n/a n/a 7,259,974.15



Fiscal year 2017




3,921/2010. Out of the total R$12,592,980.27 for the Variable Remuneration, R$3,422,212,10 refer to the cash portion of the 2016 program, after deducting the advance payment, and R$4,140,476.29 refer



refer to the fourth deferred portion of the program in 2012, R$2,219,009.90 refer to the third deferred portion of the program in 2013, R$1,870,333.93 refer to the second deferred portion of the program in

2014, R$1,962,357.48 refer to the first deferred portion of the program in 2015 and R$911,374,09 is related to the cash portion of the 2016 Program without the social charges incurred, which are included in d.ii item, pursuant to item "b" of the subtitle 10.2.13 Circular Latter/CVM/SEP/No. 02/2018.

Because of its indemnitory quality, the Compensatory remuneration perceived during the period of

impediment (Statutory Quarantine) stopped receiving the incidence of employer contribution to the pension and contribution to the FGTS.

Expenditure on the employer's contribution to pension is included in direct and indirect benefits, despite resources have been used from "Sponsor Special Reserve Account named Conta de Utilização".

78

a) BodyBoard of









- Other 80,391.67 70,689.00 8,451,736.93






- Other n/a n/a 12,592,980.27



(R$)n/a n/a 547,926.99


(R$)n/a n/a 8,458,520.48



Fiscal year 2018 (Forecast)

According to the Global Amount Remuneration that makes up the Management Proposal for the Annual General Meeting of April 25, 2018.

13.3. Management Variable Remuneration

Regarding to the variable remuneration of the past 3 fiscal years and that estimated for the

current fiscal year of the Board of Directors, Statutory Board and of the Fiscal Council,

prepare a table with the following content.

The number of members of each body corresponds to the annual average of members of each body calculated monthly, with two decimal digits, in accordance with the Circular Letter/CVM/SEP/No 02/2018

of 02/28/2018. For the calculation, it considered the number of members on the last business day of each month.

The number of paid members of each body corresponds to the annual average number of paid members of each body calculated monthly, with two decimal digits, in accordance with the Instruction CVM nº

552 of 10/09/2014. For the average calculation, it is considered all the members who have received installments of Variable Remuneration, including those resulting from previous programs.

The Board of Directors and Fiscal Council members are not target group for Variable Remuneration Program.

Fiscal year 2015

The variable remuneration program for Banco do Brasil Officers of the year 2015-2016 had its amount

approved by the Annual General Meeting of 04/28/2015 and its definition, which is 50% cash and 50% in shares, of which 20% in prompt payment and 80% deferred within four years, was proposed by the

Remuneration and Eligibility Committee and approved by the Board of Directors, as CMN Resolution 3,921/2010. Out of the total R$16,864,703.95 for the Variable Remuneration, R$5,222,798.75 refer to

the cash portion of the 2014 program, after deducting the advance payment, and R$5,585,054.58 refer


Letter/CVM/SEP/N.º 02/2018. From R$5,965,665.91 for the stock-based remuneration, R$1,540,005.56 refer to the second deferred portion of the program in 2012, R$2,312,029.79 refer to the first deferred

79

portion of the program in 2013 and R$2,113,630.56 is related to the cash portion of the 2014 Program

without the social charges incurred, which are included in d.ii item, pursuant to item "b" of the subtitle 10.2.13 Circular Latter/CVM/SEP/ No. 02/2018.

a) BodyBoard of

DirectorsFiscal Council

Executive

Board


c) Number of paid members - - 44.00

d) Regarding the bonus (R$):

(i) minimum value established in the remuneration plan None None None

(ii) maximum value established in the remuneration plan None None None

(iii) value established in the remuneration plan - goals achieved None None None

(iv) value effectively recognized None None None

e) Reagarding the profit sharing (R$):





Fiscal year 2016



in shares, of which 20% in prompt payment and 80% deferred within four years, was proposed by the Remuneration and Eligilibity Committee and approved by the Board of Directors, as CMN Resolution




refer to the third deferred portion of the program in 2012, R$2,006,957.60 refer to the second deferred portion of the program in 2013 and R$1,807,923.56 refer to the first deferred portion of the program

in 2014 and R$1,940,968.45 is related to the cash portion of the 2015 Program without the social charges incurred, which are included in d.ii item, pursuant to item "b" of the subtitle 10.2.13 Circular Latter/CVM/SEP/ No. 02/2018.

a) BodyBoard of


Executive

Board













80

Fiscal year 2017


approved by the Annual General Meeting of 04/27/2017 and its definition, which is 50% cash and 50% in shares, of which 20% in prompt payment and 80% deferred within four years, was proposed by the

Remuneration and Eligibility Committee and approved by the Board of Directors, as CMN Resolution 3,921/2010. Out of the total R$12,592,980.27 for the Variable Remuneration, R$3,422,212,10 refer to

the cash portion of the 2016 program, after deducting the advance payment, and R$4,140,476.29 refer


Letter/CVM/SEP/N.º 02/2018. From R$8,458,520.48 for the stock-based remuneration, R$1,459,355.08 refer to the fourth deferred portion of the program in 2012, R$2,219,009.90 refer to the third deferred

portion of the program in 2013, R$1,870,333.93 refer to the second deferred portion of the program in 2014, R$1,962,357.48 refer to the first deferred portion of the program in 2015 and R$911,374,09 is

related to the cash portion of the 2016 Program without the social charges incurred, which are included in d.ii item, pursuant to item "b" of the subtitle 10.2.13 Circular Latter/CVM/SEP/No. 02/2018.

a) BodyBoard of


Executive

Board













Fiscal year 2018 (Forecast)

According to the Global Amount Remuneration that makes up the Management Proposal for the Annual General Meeting of April 25, 2018.

13.4. Share-based management remuneration plan

Regarding the share-based remuneration plan of the Board of Directors and Executive Board,

in force in the last current fiscal year and projected for the current fiscal year:

a. general terms and conditions

To hold a statutory position (CEO, Chief Officer or Officer) during the fiscal year of 2017 and to achieve the indicators established as a requirement for triggering the Plan.

b. main objectives of the plan

To strengthen the commitment with corporate strategies and to recognize each administrator’s effort in proportion with the meeting of proposed targets by measuring his work.

The Plan aims to provide compatibility between the variable remuneration policy and the risk

management policy in order to curb behaviors that increase the risk exposure beyond levels considered as prudent in the Bank’s short medium and long-term strategies.

81

c. the plan’s contribution for such objectives

The plan contributes directly with the objectives since it comprises several performance indicators derived from the Corporate Strategy, the Market Plan and the Master Plan.

In addition, the plan establishes that part of the variable remuneration will be deferred over up to 4 years. That part is transferred to the beneficiaries at the rate of 25% per year, as long as in the previous

fiscal year the Bank’s profits have not had a negative variation exceeding 20%, net of extraordinary event effects.

d. how the plan is inserted in the remuneration policy

The share-based remuneration is part of the variable remuneration program which comprises payment

in currency and in shares as established by National Monetary Council Resolution 3,921/2010. Both

payment forms are calculated with basis on the achievement of goals that evaluate the performance of the Bank as a whole in three levels: corporate, local office and individual performance.

e. how the plan aligns the interests of the officers to those of the issuer in short, medium

and long-term

The Plan’s alignment is achieved through efforts to increase income and its sustainability in future periods. Alignment can be evidenced by the use of several indicators, which consider from business,

efficiency, default and liquidity to the Company's cash flow capacity to measure results. Moreover, it is established the payment of the variable remuneration on a deferred basis, subject to no negative change in the earnings.

f. maximum number of shares

No maximum number of shares is established. Pursuant to Article 16 of the Bylaws, the total amount used to pay the variable remuneration of all participants may not exceed the annual remuneration of

the members of the Executive Board and nor to one-tenth of the profits (Law 6,404/76, article 152, paragraph 1º), whichever is the lower.

g. maximum number of options to be granted

There is no use of stock options.

h. share acquisition conditions

Shares are acquired and used in accordance with CVM authorization.

i. criteria for fixation of the acquisition or exercise price

It is considered the average price of the week that precedes the payment.

j. criteria for exercise term


k. settlement method


l. shares transfer restrictions

After the shares are transferred to the administrators there are no restrictions.

It is considered the average price of the week prior to the payment.

m. criteria and events that, when verified, will cause the suspension, change or

extinction of the plan

The variable remuneration program is approved on an annual basis. Currently, there is no prevision for the plan’s discontinuity.

82

n. effects of the officer’s removal from the issuer committees on its rights regarding the

share-based remuneration plan

The administrator receives the payment proportionally to the days worked in the period. There are no changes regarding deferred portions not yet paid due to job dismissal or death.

13.5. Share-based management remuneration recognized in the statement of income

Regarding the board of directors and executive board share-based remuneration recognized

in the statement of income for the past 3 fiscal years and that estimated for the current fiscal

year:

Variable remuneration program which comprises payment in currency and shares as established by CMN

Resolution 3,921/2010. Both forms of payment are determined based on the achievement of defined

goals for indicators that cover three levels of evaluation: corporate, unit and individual, as described in items 13.2 and 13.3.

13.6. Option-based management’s remuneration

Regarding the board of directors and executive board outstanding options at the end of the

last fiscal year:

Banco do Brasil does not have an option-based remuneration plan.

13.7. Exercised options and delivered shares

Regarding exercised options and delivered shares relating to the Board of Directors and

Executive Board share-based remuneration in the past 3 fiscal years

Banco do Brasil does not have a options-based remuneration plan.

13.8. Brief description of share-based or option-based remuneration

Brief description of the necessary information to understand the data disclosed in items from

13.5 to 13.7, such as the explanation of the pricing method for shares and options:

a. pricing model

For shares held in treasury, the pricing is based on the average price of BBAS3 shares in the week prior to the payment date.

b. data and assumptions used in the pricing model, including the shares weighted average

price, exercise price, expected volatility, option term, expected dividends and free risk interest rate

To obtain the price of the week prior to the date of payment, it is used the average daily prices and calculated the simple arithmetic average. The variable remuneration is not option-based.

c. method used and the assumptions to incorporate the expected effects of early exercise

The variable remuneration is not option-based.

d. method to determine the expected volatility


e. if any other option characteristic was incorporated into the fair measurement value


13.9. Quantity of shares or quotas directly or indirectly held by administrators

83

Inform the quantity of shares or quotas held directly or indirectly, in Brazil or abroad, and

other securities convertible into shares or quotas issued by the issuer, its direct or indirect controlling shareholders, subsidiaries or corporations under common control, by members of

the Board of Director’s, Statutory Board or Fiscal Council, grouped by body, on the closing

date of the last fiscal year.

Balance at 12/31/2017

Banco do Brasil's Common

Share

Board of Directors (except BB's CEO, included in the Executive Board) 144

Executive Board 111,571

Fiscal Council -

Balance at 12/31/2017 Cielo Common Share

Board of Directors (except BB's CEO, included in the Executive Board) -

Executive Board 345

Fiscal Council -

Balance at 12/31/2017

BB Seguridade

Common Share

Board of Directors (except BB's CEO, included in the Executive Board) -

Executive Board 9,250

Fiscal Council -

The members of the Board of Directors, Statutory Board and Fiscal Council hold no other securities issued by controlling shareholders, subsidiaries or corporations under joint control with the Bank.

13.10. Management’s pension plans

84

Pension plans in force granted to the members of the board of directors and to the statutory

officers. Provide the following information in table form:

a) Body Board of Directors¹ Executive Board

b) Number of members 7 37

c) Number of paid members 1 33

d) Pension Plan Name

e) Number of managers who are eligible to retirement 0 6

f) Conditions for early retirement

g) Updated value of accumulated contributions until the

end of last fiscal year, excluded the portion relating to

contributions made directly by the Members (R$)²

400,568.99 41,959,966.55

h) Total amount of contributions made during the last

fiscal year, excluded the portion of contributions made

directly by the Members (R$)²

49,152.08 2,839,046.54

i) Possibility of early redemption and conditions

As General Regulations of Plano de Benefícios nº 1, it will be a condition

for the option for early redemption:

a. proven termination of employment or by request of cancelling by the

participant;

b. The redemption will be in cash. By participant's request payment may

be made for a period of twelve consecutive months from the date of the

option;

c. In case of death, the payment of individual reserve may be made to the

participant's heirs in one single portion.

d. in case of cancellation, the participant has the right to withdraw is

savings.

Plano de Benefícios nº 1 and Plano Previ Futuro

As General Regulations of Plano de Benefícios nº 1, Article 44 and General

Regulations of Plano Previ Futuro, Article 43 transcribed below:

The early retirement supplement will be due to the participant date of

application, provided that are met:

I - at least 50 years old;

II - has fulfilled the lack of 180 monthly contributions to the Benefit Plan;

III - there is termination of employment with the sponsoring company at

the time of the benefit application requirement.

1 – Includes BB’s CEO;

2 – It does not include fees from the plans.

85

13.11. Additional information on the Board of Directors, executive board and Fiscal Council

Indicate in tabular form, for the past 3 fiscal years, regarding the board of directors, the

statutory board and the fiscal council:

Fiscal year 2015

a) BodyBoard of


Executive

Board

b) Number of members (12 months average) 7.75 4.75 36.42


d) Amount of the highest individual remuneration (R$) – year¹ 81,992.62 81,992.62 2,005,238.38

e) Amount of the lowest individual remuneration (R$) – year² 81,992.62 81,992.62 1,422,476.08

f) Average individual remuneration per annum (R$)³ 82,896.12 80,689.73 1,519,331.21

1 – Corresponds to the total annual remuneration paid to the BB’s CEO in the year 2015. There was installation of the new CEO, having been informed the remuneration that remained longer in office, then included the direct and indirect benefits and social charges levied on their remuneration installments, as the items "b" and "j " subtitle 10.2.13 Circular Letter/CVM/SEP/No 02/2018 and the remuneration received during the exercise of

the elective office as Chief Officer, position before the installation.

2 – Corresponds to the total annual remuneration paid to an Executive Officer of Banco do Brasil in the year 2015, including direct and indirect benefits

and social charges on their remuneration installments, in accordance with item "b" and “j” of the subtitle 10.2.13 Circular Letter circular/CVM/SEP/N.º 02/2018. The amount of the lowest annual individual remuneration was calculated based on the total remuneration received by a officer who held

the position for 12 months.

3 – The average value calculated to the Board of Directors is based on the ratio of R$490,745.02 per 5.92, to the Fiscal Council the ratio of R$403,448.64

per 5.00 and for the Executive Board is based on the ratio of R$59,253,917.09 per 39.00. The dividers are the number of paid members.

Fiscal year 2016

a) BodyBoard of


Executive

Board






1 – Corresponds to the total annual remuneration paid to the BB’s CEO in the year 2016. There was installation of the new CEO, having been informed

the Chief Officer remuneration the, then included the direct and indirect benefits and social charges levied on their remuneration installments, as the items "b" and "j " subtitle 10.2.13 Circular Letter/CVM/SEP/No 02/2018, since the CEO in office did not hold a position on the Executive Board

prior to his installation.

2 – Corresponds to the total annual remuneration paid to an Executive Officer of Banco do Brasil in the year 2016, including direct and indirect benefits

and social charges on their remuneration installments, in accordance with item "b" and “j” of the subtitle 10.2.13 Circular Letter circular/CVM/SEP/N.º 02/2018. The amount of the lowest annual individual remuneration was calculated based on the total remuneration received by a officer who held




86

Fiscal year 2017

a) BodyBoard of


Executive

Board






1 – Corresponds to the total annual remuneration paid to the BB’s CEO in the year 2017. Considering that the current CEO did not hold a position on the Executive Board before his inauguration in 2016,, having been informed the Chief Executive remuneration the, then included the direct and indirect

benefits and social charges levied on their remuneration installments, as the items "b" and "j " subtitle 10.2.13 Circular Letter/CVM/SEP/No 02/2018,

since the CEO in office did not hold a position on the Executive Board prior to his installation.

2 – Corresponds to the total annual remuneration paid to an Executive Officer of Banco do Brasil in the year 2017, including direct and indirect benefits and social charges on their remuneration installments, in accordance with item "b" and “j” of the subtitle 10.2.13 Circular Letter circular/CVM/SEP/N.º

02/2018. The amount of the lowest annual individual remuneration was calculated based on the total remuneration received by a director who held




13.12. Benefits for management upon loss of position or retirement

Describe contractual arrangements insurance policies or other instruments that structure

mechanisms of remuneration or remuneration for the directors in case of removal from office

or retirement, indicating the financial consequences for the issuer.

The article 24. Banco do Brasil bylaws establishes:

§ 6 After the end of the term in office, the former members of the Executive Board are not allowed to

do the following for six months from the end of the term, if a longer period is not set out in rule provisions:

I. perform activities or provide any service to corporations or entities that compete with Banco do Brasil’s group companies;

II. take position as manager or director or establish professional relationship with individuals or companies with whom he/she maintained direct and significant official relationship over the six months prior to the end of the term, if a longer period is not set out by rule provisions; and

III. directly or indirectly sponsor the individual or companies affairs before any Federal Agency or

entity with which he/she maintained direct and significant official relationship over the six months prior to the end of the term, if a longer period is not set out by rule provisions.

§ 7 During the period of impediment the former members of the Executive Board are entitled to

compensatory remuneration equivalent to that of the post that they occupied in this body, in compliance with the provisions of § 8 of this article.

§ 8 The former members of the Executive Board who were not originated from the Bank’s staff, in compliance with § 6 of this article, and who opt to resume prior to the end of the period of impediment,

to perform the role or job permanent or superior, which, prior to their installation they occupied in public or private administration are not entitled to compensatory remuneration.

13.13. Each body’s total remuneration percentage charged to income

Regarding to the last 3 fiscal years, indicate the percentage of the total remuneration of each

body charged to income referring to members of the board of directors, the statutory board

or the fiscal council who are parties related to the direct or indirect controlling shareholders,

as defined by the accounting rules that address this subject:

To prepare the tables below, the total remuneration of the body and the remuneration of members

appointed by the controller include in social security contributions, according to item "b" and "i" caption 10.2.13 of the Circular Letter/CVM/SEP/No 02/2018. For Executive Board, benefits were also included.

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Fiscal year 2015

Board of


Total remuneration of the body (R$) 490,745.02 403,448.64 59,253,917.09

Total remuneration of the members appointed by

the controlling shareholder (R$) 379,931.63 254,809.67 2,005,238.38

Percentage of remuneration of the appointees in

relation to the total amount paid77% 63% 3%

Fiscal year 2016

Board of







Fiscal year 2017

Board of







13.14. Other amounts charged to income of BB as management remuneration

Regarding to the last 3 fiscal years, indicate the amounts charged to income of the issuer as remuneration of members of the board of directors, the statutory board or the fiscal council,

grouped by body, for any reason other than the position that they occupy, such as

commissions and consulting or advisory services rendered.

Board of Directors, Fiscal Council and Executive Board. The items regarding to remuneration policy had been fully disclosed in items from 13.1 to 13.13.

13.15. Management remuneration charged to income of related parties

Regarding to the last 3 fiscal years, indicate the amounts charged to income of direct or

indirect controlling shareholders, of corporations under common control and of subsidiaries

of the issuer, as remuneration for members of the board of directors, the statutory board or the fiscal council of the issuer, grouped by body, specifying for which reason such amounts

were assigned to such individuals

Members of the Board of Directors and of the Fiscal Council appointed by the controlling shareholder are public officials and paid by the Federal Government according to the positions held at that level.

Banco do Brasil only bears the monthly remuneration of the members for their participation on the respective boards. Board members are paid monthly, regardless of the quantity of meetings. No member

of the Executive Board of Banco do Brasil has their remuneration paid by the controlling shareholder of

or by subsidiaries. Up to August 30, 2016, Executive Board officers who were appointed by the Bank to participate in the boards of other corporations had their monthly remuneration limited to 25% of the

monthly fees paid by Banco do Brasil, limited to 2 boards. The limit of 25% on the value of the remuneration was excluded on August 30, 2016, maintaining the limitation of two remunerated boards, in line with Law 13,303/2016.

The following table shows the amounts paid as fees received by the members of each body, which were borne by companies controlled by Banco do Brasil.

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Fiscal year 2015

Received remuneration due to position held in the issuer

Board of

Directors

Executive

BoardFiscal Council Total

Direct or Indirect Controlling - - -

Subsidiaries of the Issuer - - - -

Companies Under Joint Ownership - - - -

Other remuneration received, specifying in what capacity were assigned

Board of

Directors

Executive


Direct or Indirect Controlling - - - -

Subsidiaries of the Issuer - 324,483.06 186,738.90 511,221.96


Obs.: The values were assigned for acting as members of Fiscal Council e Board of Directors.

Fiscal year 2016


Board of

Directors

Executive






Board of

Directors

Executive



Subsidiaries of the Issuer - 251,275.01 69,234.48 320,509.49



Fiscal year 2017






Board of

Directors

Executive



Subsidiaries of the Issuer 31,109.40 1,214,419.50 331,175.94 1,576,704.83



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13.16. Other relevant information

Provide other information that the issuer deems relevant:

All the information deemed relevant was disclosed in the above items.

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EXTRAORDINARY

SHAREHOLDERS MEETING

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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 Inter-

ministerial 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.

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.

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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.




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BANCO DO BRASIL’s BYLAWS

Pursuant to Article 11, item I of CVM

Regulation 481/09

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Free English Translation Rule 12g3-2(b) Exemption # 82-35186

CHAPTER I – DENOMINATION, CHARACTERISTICS AND NATURE OF THE BANK

Art. 1 Banco do Brasil S.A., a private and government-controlled listed company which explores economic activity pursuant to Art. 173 of the Brazilian Federal Constitution, organized as a multiple bank, is subjected to the legal regime typical to private corporations, including as regards civil, commercial, labor and tax rights and obligations, is governed by these bylaws, by Laws # 4595/64, 6404/76, 13303/16 and the respective ruling Decree and remainder applicable rules.

Paragraph 1 - The duration of the Bank is indefinite.

Paragraph 2 - The Bank’s domicile and head office is in Brasília, and it may open or close branch offices, branches, agencies, facilities or other service stations anywhere in Brazil and abroad.

Paragraph 3 - With the admission of Banco do Brasil in the special listing segment called New Market of B3 S.A. – Brasil, Bolsa, Balcão (“B3”) (Stock Exchange), the Bank, its shareholders, directors and members of the Supervisory Board are subject to the provisions of the New Market Listing Regulation.

Paragraph 4 - The provisions of the New Market Regulation will prevail over statutory provisions, in case the rights of tender offer recipients in the articles 56, 57 and 58 herein are hindered.

CHAPTER II – CORPORATE OBJECTIVES

Section I – Corporate objectives and prohibitions

Corporate objectives

Art. 2 - The objectives of the Bank are to perform all active, passive and accessory bank transactions, provide banking, intermediation and financial support services in their multiple forms, and to undertake any activities permitted for member institutions of the National Financial System.

Paragraph 1 - The Bank may also operate with the trading of agricultural and livestock products and organize the movement of goods.

Paragraph 2 - As main financial agent of the Brazilian Federal Government, it is also required to perform the roles assigned thereto by Law, especially those of Article 19 of Law no. 4595, of December 31, 1964, in compliance with the provisions of articles 5 and 6 of these Bylaws.

Art. 3 - Third-party asset management shall be performed through the engagement of a subsidiary or controlled company of the Bank.

Prohibitions

Art. 4 - Further to the prohibitions provided for by law, the Bank is not allowed to:

I – carry out transactions backed only by the shares of other financial institutions;

II – grant loans or advances, purchase or sell property of any nature to members of the Board of Directors, and of the Committees bound to it, of the Executive Board and of the Supervisory Board.

III - transfer resources, services or other duties between the Bank and its Related Parties, pursuant to its Related Party Transactions Policy.

IV - hold interest in the capital stock of other companies, unless:

a) in percentage equal to or lower than 15% (fifteen percent) of the net equity of the own Bank, taking into account the aggregate of investments of that kind; and,

b) in percentages lower than 20% (twenty percent) of the voting capital of the invested company;

V - issue preferred (fruition) shares, debentures and beneficiary shares.

Paragraph 1 - The limitations provided for in item IV of this article do not include the interests held in Brazil or abroad in:

I – companies in which the Bank has interests at the date these bylaws are approved;

II - financial institutions and other entities authorized to operate by the Brazilian Central Bank;

III – private pension entities, capitalization, insurance or brokerage companies, financial companies, sales promoters, operating support service processing and card processing companies, since related to banking activities;

IV – clearing and settlement houses and other companies or associations integrating the payments system;

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V – companies or associations that provide collection and assets restructuring services, or administrative or operating support to the Bank;

VI – not-for-profit associations or companies;

VII – companies in which the interests held result from a legal provision or credit renegotiation or recovery transactions, such as payment in kind, purchase by auction or judicial decision and conversion of debentures into shares; and,

VIII – other companies, against approval of the Board of Directors.

Paragraph 2 - The limitation provided for in subitem (a), item IV of this article does not include investments related to the use of fiscal incentives.

Paragraph 3 - The holdings dealt with in item VII, Paragraph 1 of this article, resulting from credit renegotiation or recovery transactions, must be sold within the period determined by the Board of Directors

Paragraph 4 - The Bank is allowed to established controlled companies, including in the modality of full subsidiary or companies for specific purpose with corporate object of participating, directly or indirectly, including as minority and through other holding companies, in the entities listed in Paragraph 1, and the limitation provided for in item IV of the head is not applicable too such subsidiaries and controlled companies.

Section 2 – Relationships with the Federal Government

Art. 5. The Bank will contract, as stipulated by law or in the regulations, directly with the Federal Government or with its intervention:

I – Carry out the duties and services pertinent to the function of a financial agent of the National Treasury and other functions assigned to it by law;

II – provide financing of government interest and carry out official programs by investing funds from the Federal Government or any nature; and,

III - provide guarantee for the Federal Government.

Sole Paragraph. The activities provided for by this article are conditioned, as the case may be, to the following:

I – the availability of corresponding funds to the Bank and the setting out of a corresponding interest payment;

II – the prior and formal definition of the terms and proper interest payable in connection with the funds to be invested in case of equalization of financial charges;

III – to the prior and formal definition of the terms and assumption of risks and of remuneration, never lower than the costs of the services to be rendered; and,

IV - to the prior and formal definition of the term to fulfill the obligations and the penalties for incompliance.

Section III – Relationship with the Brazilian Central Bank

Art. 6 The Bank may engage the performance of duties, services and transactions that are assigned to the Brazilian Central Bank, provided that the provisions of the sole Paragraph of article 5 of these bylaws are followed.

CHAPTER III – CAPITAL AND SHARES

Capital and common shares

Art. 7 The capital stock is R$ 67,000,000,000.00 (sixty-seven billion reais), represented by 2,865,417,020 (two billion, eight hundred sixty-five million, four hundred and seventeen thousand twenty) book-entry common shares without par value.

Paragraph 1 - Each common share entitles its holder to one vote at the General Meeting's resolutions, except when adopting multiple vote for the Board of Directors' election.

Paragraph 2 - Book-entry shares shall remain deposited in this Bank on behalf of their holders without issuance of certificates, and a fee may be charged for this purpose from their holders, as provided for by law.

Paragraph 3 - The Bank may buy back its shares upon authorization of the Board of Directors for canceling or keeping them in treasury for subsequent sale.

Paragraph 4 - The capital stock will be amended in the hypotheses provided by in the law, being prohibited the direct capitalization of profits without being processed through the reserves account.

Authorized capital

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Art. 8. The Bank may, regardless of any amendments to these bylaws, if approved by a General Meeting, and in the conditions established therein, increase its capital up to the limit of R$ 120,000,000,000.00 (one hundred and twenty billion reais) by issuing common shares, granting shareholders preference for subscribing the capital increase proportionally to the number of held shares.

Sole Paragraph. The issuance of shares up to the limit of authorized capital for sale at stock exchanges or public subscription or exchange of shares through tender offer may be carried out regardless of the preemptive right of existing shareholders or shortening the period to exercise such right, pursuant to the provisions of item I, article 10 of these bylaws.

CHAPTER IV – GENERAL MEETING

Call notice and functions

Art. 9. The General Shareholder Meeting will be convened at least 30 days in advance by decision of the Board of Directors or, in the sets of circumstances permitted by law, by the Board of Officers, by the Supervisory Board, by a group of shareholders or by one shareholder alone.

Paragraph 1 - The work of the General Meeting will be directed by the Bank’s President, by his substitute, or, in the absence or impediment of both, by one of the shareholders or officers of the Bank present, chosen by the shareholders. The chairman will invite two shareholders or officers of the Bank to act as secretaries of the General Meeting.

Paragraph 2 - The participants of the Extraordinary General Shareholders Meetings will exclusively address the subject matter declared in the notices of meeting, not permitting the inclusion, in the agenda of the Meeting, of general topics.

Paragraph 3 - The minutes of the General Shareholder Meetings will be written in summarized form as refers to the events have occurred, including disagreements and protests, and will contain the transcription only of decisions made, in compliance with the legal.

Competence

Art. 10. In addition to the powers provided for by Law # 6404/76 and other applicable rules, the General Meeting shall resolve about the following:

I - sale of all or any shares of the capital stock of the Bank or its subsidiary companies; initial public offering; increase of capital stock through subscription of new shares; waiver of rights of subscription of shares or debentures convertible into shares of subsidiaries; sale of debentures convertible into shares of the Bank issued by subsidiaries; or, also, issuance of any other securities in Brazil or abroad;

II – transformation, spin-off, merger, takeover, dissolution and liquidation of the company;

III – swap of shares or other securities;

IV - differentiated practices of corporate governance and execution of contract for this purpose with stock exchange.

Sole Paragraph. The choice of the specialized institution or company for determination of the company’s economic value, in the situations provided in articles 56, 57 and 58 of these Bylaws, lies within the exclusive authority of the General Shareholders Meeting, through presentation of a three-name list by the Board of Directors, and shall be decided by the majority of votes of the shareholders representing the outstanding shares, present at the respective General Meeting, not counting blank votes. If convened at first call, it shall feature the presence of shareholders representing at least twenty percent (20%) of the total free-float shares, or, if convened at second call, it may feature the presence of any number of shareholders representing these shares.

CHAPTER V – MANAGEMENT AND ORGANIZATION OF THE BANK

Section I – Rules common to Management Bodies

Requirements

Art. 11. The following are management bodies of the Bank:

I – the Board of Directors; and,

II – the Executive Board comprised of the Board of Officers and the other Officers, all resident in the Country, in the manner established in art. 24 of these Bylaws.

Paragraph 1 - The Board of Directors has, in the manner set forth by Law and in these Bylaws, strategic attributions, guiding, elective and supervisory duties, not encompassing operating or executive roles.

Paragraph 2 - The Bank representativeness is exclusive to the Executive Board, in strict compliance with the administrative competences defined in these Bylaws.

97

Paragraph 3 - The positions of the Board of Directors Chairman and Vice-Chairman cannot be held cumulatively with the position of President of the Bank, albeit temporarily.

Paragraph 4 - The management bodies of the Bank will be formed by Brazilians with evident knowledge, including about the best practices of corporate governance, compliance, integrity and corporate accountability, experience, good repute, irreproachable reputation and technical capacity compatible with the post, observing requirements set forth in Law # 6404/76, 13303/16 and the respective regulatory Decree, other applicable rules and by the Policy of Appointment and Succession of the Bank.

Paragraph 5 - Whenever the Policy of Appointment imposes additional requirements to those set our in the applicable laws for the Board of Directors and Border of Officers members, such requirements shall be submitted to deliberation by shareholders, in the General Assembly.

Installation

Art. 12. The members of Management bodies will take office upon signing the related instrument of investiture in the book of minutes of the Board of Directors, Executive Board, or of the Board of Officers, as the case may be no later than 30 days as of the date of election or appointment.

Paragraph 1 - Those elected for Management bodies shall take office whether they pledge a collateral or not.

Paragraph 2 – The related instrument of investiture mentioned in the caput shall contemplate subjection to the arbitration clause referred to in art. 53 of these Bylaws, in accordance with the B3’s New Market Regulation.

Impediments and prohibitions

Art. 13. In addition to those impeded or forbidden by Law # 13303/16 and the respective regulatory Decree, other application rules, by the Policy of Appointment and Succession of the Bank, the following persons cannot be admitted to or remain in Management bodies:

I - those who are delinquent in relation to the Bank or who have caused losses to it not yet recovered;

II - those who hold the control of significant interest in the capital stock of companies that are delinquent in relation to the Bank or that have caused losses not yet recovered, this impediment being extended to those who have taken management offices in companies in this same situation during the year immediately prior to the election or appointment date;

III – those sentenced by final decision or decision uttered by joint judicial body, for crime of tax evasion, corruption, laundering or concealment of properties, rights and values, crime against the National Financing System, against the government or against tendering, as well as for acts of administrative misconduct;

IV - those who are or have been partners or shareholders that hold controlling interest or participate in the control or with significant influence on the control, managers of representatives of a corporation civil or administratively sentence by final decision or decision uttered by joint judicial or administrative body, for harmful acts to the national or foreign government, regarding the facts occurred during their participation and subject to their scope of action.

V - those declared unfit for taking management offices in institutions authorized to operate by the Brazilian Central Bank or in others requiring authorization, control and oversight from direct or indirect Public Administration bodies and entities, including private pension plan entities, insurance companies, capitalization companies and listed companies;

VI - those who are defending themselves, as individuals or legal entity’s controller or manager, in claims related to protest of notes, judicial collection, issuance of check returned for lack of funds, delinquency and other analogous events or circumstances;

VII - those declared bankrupt or insolvent;

VIII - those that hold controlling interest or participate in the management of the legal entity in judicial or extrajudicial recovery, bankrupt or insolvent legal entity, in the five-year period prior to the date of election or appointment except in the capacity of trustee, administrative receiver or judicial trustee;

IX - a partner, ascendant, descendant or collateral kin or similar, up to the third kindred, of a member of the Board of Directors or Executive Board.

X - those that occupy positions at companies that can be considered competitors in the market, especially on advisory boards, boards of directors or Supervisory Boards, or in committees bound to the Board of Directors, and those that have an interest conflicting with the Bank, unless released by the Meeting.

Sole Paragraph. Candidature to an elective public term of office is incompatible with participation in the Bank’s management bodies, whereas the interested party shall apply for his or her suspension from office,

98

under penalty of losing the position, the moment his or her intention to apply as a candidate becomes public. During the period of suspension from office there will be no remuneration due to the member of the management body, who will lose the position as from the date of registration of the candidature.

Art. 14. The members of the management bodies are prohibited from intervening in the study, deferral, control or settlement of any operation in which:

I – companies in which they hold controlling interest or ownership interest, or in which their spouses or collateral kin or similar, up to the third kindred, hold above ten percent (10%) or more of the capital are directly or indirectly interested;

II – they have interest conflicting with that of the Bank

Sole Paragraph. The impediment referred to in subsection I also applies when dealing with a company in which they occupy, or have occupied six months prior to installation at the Bank, an administrative post.

Loss of position

Art. 15. The following events shall entail loss of office:

I – Except for force majeure or fortuitous event, a member of the Board of Directors who fails to attend, with or without justification, three consecutive annual meetings or four alternate annual meetings during its term of office; and,

II – a member of the Executive Board who is absent, without authorization, for more than 30 days.

Compensation

Art. 16. The compensation of the members of Management bodies shall be fixed by the General Meeting, pursuant to provisions set forth in Law # 5404/76, Law 13303/2016 and its regulatory Decree, and the other applicable rules.

Sole Paragraph. In years in which mandatory dividends are paid to shareholders and profit sharing are paid to employees, the General Meeting may decide to pay profit sharing to Executive Board members, provided that the total amount does not exceed 50% (fifty percent) of total annual compensation of such members nor one tenth of profits (Art. 152, Paragraph 1, Law 6404/76), whichever is lower.

Disclosure and other requirements

Art. 17. Without prejudice to the prohibitions and self-regulation procedures laid down in the standards and regulations, the members of the BB’s Board of Directors, Executive Board and of any bodies with technical or advisory functions entrusted to them by the company’s bylaws must:

I - – notify the Bank and the CVM – Brazilian Securities Commission:

a) until the first business day after installment in the position, the quantity and characteristics of the securities or derivatives that they own, directly or indirectly, issued by the Bank, by its subsidiaries, in addition to those owned by their respective spouses of which they are not judicially or extra-judicially separated, partners and any dependents included in the annual income tax return;

b) the trading of the securities and derivatives referred to in subitem (a) of this item until the fifth day after the negotiation.

II – restrict their trading with securities and derivatives referred to in Paragraph “a” of the item I in this article in accordance with the Trading Plan prepared six months in advance of the negotiation.

Section II – Board of Directors

Composition and term of office

Art. 18. The Board of Directors, an independent body of joint decision, will be composed of natural people elected at General Meeting and dismissed by it, and shall have eight members who shall serve for an unified term of two (2) years, including one Chairman and one Vice-Chairman, being allowed up to three consecutive reelections. The management period will last up to the installation of the new members.

Paragraph 1 - The minority shareholders are guaranteed the right to elect at least two board of director members, if not entitled to a higher number by the multiple vote process.

Paragraph 2 - The Federal Government will submit to the General Meeting approval the appointment of six members to the Board:

I - the President of the Bank;

II - three members appointed by the Ministry of Finance;

III - a representative elected by employees of Banco do Brasil S.A., as provided for in Paragraph 4 of this article;

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IV – one representative appointed by the Ministry of Planning, Development and Management.

Paragraph 3 - The Chairman and Vice-Chairman of the Board of Directors will be chosen by the Board itself, pursuant to the existing law, as provided in the Paragraph 3 of Article 11 of these Bylaws.

Paragraph 4 - The representative of employees will be chosen by direct voting of his/her pairs, among the Company’s active employees, in an organized election regulated by the Bank, along with Representative Unions that represent them, in conformity with requirements and procedures provided for in the law and the provisions of Paragraph s 5 and 6 of this article.

Paragraph 5 - To exercise its role, the Director which represents the employees is subject to all the criteria, requirements and prohibitions provided by law, in the regulation and in these Bylaws

Paragraph 6 - Without prejudice to prohibitions provided for in Article 13 and 14 of these Bylaws, the representative Director of the employees will not take part in discussions and decisions on matters that involve unions relations, remuneration, benefits and advantages, including supplementary pension plans, as well as other matters for which a conflict of interest is characterized.

Paragraph 7 - The following rules will also be complied with in the composition of the Board of Directors:

I - a minimum of 25% (twenty-five percent) of the members of Board of Directors shall be Independent Directors, as defined in the legislation and in the B3’s New Market Regulation, and the directors elected under the terms of Paragraph 1 of this article shall also be in this condition;

II - the capacity of Independent Director will be decided in the General Shareholders Meeting that elects him/her, subject to the provisions of the B3’s New Market Regulation; and

III – when, as a result of the observance of the percentage referred to in the foregoing Paragraph, it results in a fractional number of board members, this number shall be rounded off under the terms of the B3’s New Market Regulation.

Paragraph 8 - In the event of adoption of the multiple vote process provided in Paragraph 1 of this article, the vacancy allocated to the employees’ representative shall not be considered.

Multiple vote

Art. 19. Should they comply with the minimum percentage set out by the CVM, shareholders shall submit a written request to the President of the Bank up to 48 hours before the General Shareholders Meeting for the adoption of the multiple voting process to elect members to the Board of Directors, as provided for by this article.

Paragraph 1 - The panel conducting the General Meeting shall inform in advance to shareholders, considering the Attendance Book, the number of votes required to elect each member to the Board of Directors.

Paragraph 2 - With the multiple vote adopted, in place of the prerogatives provided for in Paragraph 1 of art. 18 of these Bylaws, the shareholders representing at least fifteen percent (15%) of the total voting shares, will be entitled to elect and remove one member and his alternate member of the Board of Directors, in separate voting at the General Shareholders Meeting, excluding the controlling shareholder.

Paragraph 3 - The right provided for in Paragraph 2 above can only be exercised by the shareholders that prove the continuous ownership of the equity interest required therein during the period of three years, at least, immediately prior to the performance of the General Shareholders Meeting.

Paragraph 4 - A record will be kept with the identification of the shareholders that exercise the prerogative referred to in Paragraph 2 of this article.

Vacancy and replacements

Art. 20. Except for the hypothesis of dismissal of a member of the Board of Directors elected by the multiple vote process, when there is a Board member position vacant, remaining members will nominate an alternate to serve until the next General Meeting observing the provisions of Articles 11 and 18. If the majority of positions are vacant, whether or not occupied by appointed substitutes, the General Shareholders Meeting will be convened to hold a new election.

Sole Paragraph. The Chairman of the Board will be replaced by the Vice Chairman and, in the latter’s absence, by another director appointed by the Chairman. In case of vacancy, the replacement will continue until the choice of the new incumbent of the Board, which shall occur at the first subsequent meeting of the Board of Directors.

Duties

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Art. 21. Among the competencies defined by Law # 6404/76, 13303/16 and the regulatory Decree, remainder application rules and its Internal Regulation, the Board of Directors has the following duties:

I – approve the policies, Code of Ethics, Standards of Conduct, Governance Code, Annual Chart of Public Policies and Corporate Governance, Regulations on Tendering, Corporate Strategies, Investment Plan, Master Plan and General Budget of the Bank;

II - decide on:

a) distribution of interim dividends, including to the account of retained earnings or of revenue reserves existing in the last annual or semi-annual balance sheet;

b) payment of interest on own capital;

c) acquisition of its own shares, on a temporary basis;

d) holdings of the Bank in companies, in the country and abroad;

e) fundraising through instruments eligible to the core capital; and

f) change of values defined in items I and II of Article 29 of Law # 13303/16.

III - analyze, at least on a quarterly basis, the accounting statements and other financial statements, with no damage to the work of the Supervisory Board;

IV - express opinion about the proposals to be submitted to the shareholders’ decision during the Meeting;

V - supervise the risks management systems and internal controls;

VI - define subjects and values to its own decision scope and that of the Executive Board, upon proposal by the Boar of Officers.

VII - identify the existence of properties that are not of the Bank’s own use and evaluate the need for keeping these, according to the information provided by the Board of Officers.

VIII - define the duties of the Internal Audit department, regulate its operation and appoint and dismiss its head;

IX - choose and remove the independent auditors, whose names may be subject to appropriately grounded veto by the Director elected in the manner of Paragraph 2 of art. 19 of these Bylaws, if any;

X - fix the number and elect the members of the Executive Board and define its duties, in compliance with art. 24 of these Bylaws and the provisions of art. 21 of Law 4595, of December 31, 1964;

XI - approve its Internal Rule and decide on the creation, discontinuation and operation of non-statutory advisory committees within the sphere of the actual Board of Directors;

XII - approve the Internal Rules of the advisory committees bound to it, as well as the Internal Rules of the Executive Board and Board of Officers.

XIII - decide on the profit sharing or gain sharing of the Bank’s employees;

XIV - present the General Meeting with a triple list of specialized companies to determine the economic value of the company, for the purposes provided for in the sole Paragraph of art. 10;

XV - establish a profitability target that guarantees the adequate remuneration of own capital;

XVI - elect and dismiss the members of committees within the sphere of the actual Board;

XVII - formally appraise by the end of each year, its own performance, that of the Executive Board, of the Executive Secretariat, of the committees bound to it and of the General Auditor and, by the end of each semester, the performance of the President of the Bank;

XVIII - formally express its position upon performance of public offerings for the acquisition of shares issued by the Bank; and

XIX - decide on the omissions in these Bylaws, restricted to issues of strategic nature under its competence.

Paragraph 1 - The Bank’s corporate strategy will be fixed for a period of five years, and shall be reviewed annually. The Investments Plan will be fixed for the following year.

Paragraph 2 - To advise the Board of Directors in its decisions, the proposals of establishment of duties and of regulation of the operation of the Internal Audit department, referred to in subsection VIII, shall contain a prior opinion from the technical areas involved and from the Audit Committee.

Paragraph 3 - the supervision of the management of the members of the Executive Board, referred to by Law no. 6404/76, may be exercised individually by any board member, who will have access to the Bank’s books and papers and to information about the contracts signed or in the process of being signed and any

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other acts that he considers necessary for the performance of his role, and may request them directly from any member of the Executive Board. The arrangements arising therefrom, including proposals for hiring of external professionals, will be submitted to the decision of the Board of Directors.

Paragraph 4 - The favorable opinion or misgivings referred to in section XVIII shall be by means of a reasoned prior opinion, released within up to fifteen (15) days from the publication of the notice of the public share offering, and addressing, at least: (i) the convenience and timeliness of the public share offering in terms of the interest of the group of shareholders and in relation to the liquidity of the securities held thereby; (ii) the repercussions of the public share offering on the Bank’s interests; (iii) the strategic plans disclosed by the issuer in relation to the Bank; (iv) other points that the Board of Directors considers pertinent, as well as the information required by the applicable rules established by the Securities Commission (CVM).

Paragraph 5 - For managers and members of committees, the performance appraisal process referred to in item XVII of this article will be both individual and collective, according to the procedures previously define by the Board of Directors, and should be appraised as provided for by law.

Operation

Art. 22. The Board of Directors shall meet with the attendance of at least the majority of its members:

I – ordinarily, at least once a month; and,

II – extraordinarily, whenever it is convened by its Chairman, or at the request of at least two board members.

Paragraph 1 - The meetings of the Board of Directors shall be called by its Chairman.

Paragraph 2 - Extraordinary meetings requested by directors, as provided for in item II of this article, shall be called by the Chairman over the seven days subsequent to the request; in the event the Chairman has not called it over this period, any director may do so.

Paragraph 3 - The resolutions of the Board of Directors are taken by majority of votes, being necessary:

I – the favorable vote of five Directors for the approval of the subject matters addressed by subsections I, VIII, IX and XI of art. 21; or,

II - the favorable vote of the majority of board members present, for the approval of the other subject matters, with the vote of the Chairman of the Board, or of his or her substitute in the performance of roles, prevailing in case of a tie.

Paragraph 4 - From time to time, the directors are allowed to take part in the meeting, by phone, teleconference or other media capable of guaranteeing effective participation and the authenticity of their vote, which will be considered valid for all legal intents and purposes and incorporated to the minutes of said meeting.

Appraisal

Art. 23. The Board of Directors will perform an annual formal appraisal of its performance.

Paragraph 1 - The appraisal process mentioned in the main provision will be carried out according to procedures previously defined by the Board of Directors itself and that shall be described in its Internal Rule.

Paragraph 2 - It will be incumbent upon the Chairman of the Board to conduct the appraisal process.

Section III – Executive Board

Composition and term of office

Art. 24. The Bank’s management will be the responsibility of the Executive Board which will have between ten and thirty-eight members, as follows:

I - the President of the Bank, appointed and dismissed at the discretion of the President of the Republic, as set forth in the law;

II - up to ten Vice-Presidents elected as set forth in the law, and one of the offices shall be held by the President of the BB Seguridade Participações S.A.; and,

III – up to twenty-seven Officers elected as set forth in the law.

Paragraph 1 - Within the Executive Board, the President and Vice-Presidents shall form the Board of Officers.

Paragraph 2 - The position of Officer is peculiar to active employees of the Bank

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Paragraph 3 - Those elected to the Executive Board will have a unified 2-year term of office, being allowed up to three consecutive reelections observing, in addition to the provisions of Law 3303/16 and the respective regulatory Decree and other applicable rules, that:

I - the election of a member to work in another area of the Executive Board is not considered reelection;

II - after election, the management period will last up to the investiture of the new members.

Paragraph 4 - In addition to the requirements provided for in article 11 of these bylaws, the following conditions for the exercise of the positions of the Executive Board of the Bank shall be cumulatively met:

I - Have an undergraduate degree; and,

II – have exercised in the last five years:

a) for at least two years, management positions in institutions of the National Financial System; or,

b) for at least four years, management positions in the financial area of other institutions with net equity exceeding one fourth of the minimum realized capital and net equity required by the Bank’s regulations; or,

c) for at least two years, relevant positions in bodies or entities of public administration.

Paragraph 5 - Excepting, in relation to the conditions provided for in subsections I and II of Paragraph 4 of this article, former directors that have occupied positions of officer or of managing partner in other institutions of the National Financial System for more than five years, excepting in a credit cooperative.

Paragraph 6 - Once the term of office has come to an end, former members of the Executive Board are prevented, for a period of six months from the end of the term of office, if a longer period is not set in the regulations, from:

I - pursuing activities or rendering any service to competing companies or entities that compete with the companies from the Banco do Brasil Group;

II – accepting the position of director or board member, or establishing a professional relationship with an individual or legal entity with whom or which they have maintained a direct and relevant official relationship in the six months prior to the end of the term of office, if a longer period is not set in the regulations; and,

III - sponsoring, directly or indirectly, interested of an individual or legal entity, before an agency or entity of the Federal Public Administration with whom or which they have maintained a direct and relevant official relationship in the six months prior to the end of the term of office, if a longer period is not set in the regulations.

Paragraph 7- During the period of impediment object of Paragraph 6 of this article, former members of the Executive Board are entitled to compensatory remuneration equivalent to that of the position that they held on this body, in compliance with the provisions of Paragraph 8 of this article.

Paragraph 8 - Former members of the Board of Officers that are not on the Bank's staff who, in compliance to Paragraph 6 of this article, opt to resume, prior to the end of the period of impediment, the performance of the permanent or high level job or duty, which they held in public or private administration prior to their investiture, shall not be entitled to the compensatory remuneration referred to in Paragraph 7 of this article.

Paragraph 9 - Once the management has finished, the former members of the Executive Board originating from the Bank’s staff are subject to the internal rules applicable to all the employees, in compliance with the provisions of Paragraph 7 of this article

Paragraph 10 - Unless released by the Board of Directors, as set forth in Paragraph 12, the non-performance of the obligation referred to in Paragraph 6, implies, besides loss of compensatory remuneration established in Paragraph 7, the return of the amount already received for this purpose and the payment of a fine of twenty percent (20%) of the total compensatory remuneration that would be due in the period without prejudice to the redress of damages possibly caused thereby.

Paragraph 11 - The configuration of impairment situation depends on previous manifestation by the Commission of Public Ethics of the Presidency of the Republic.

Paragraph 12 - The Board of Directors may, upon request from the former member of the Executive Board, release him from the performance of the obligation provided for in Paragraph 6, without prejudice to the other legal obligations to which this individual is subject. In this case, the payment of the compensatory remuneration alluded to in Paragraph 7, as of date on which the application is received, is not due.

Prohibitions

Art. 25. The position of a member of the Executive Board requires full time dedication, and its members are prohibited, under penalty of losing their position, from exercising any activity in other companies with profit purposes, except:

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I – In subsidiary or controlled companies of the Bank, or in companies in which the Bank holds direct or indirect interest, pursuant to Paragraph 1 of this article; or,

II – in other companies, as assigned by the President of the Republic, or with prior and express authorization from the Board of Directors.

Paragraph 1 -Further, any Executive Board member is not allowed to exercise any activity in an institution or company related to the Bank whose objective is asset management, except in the capacity of a Board of Directors or Supervisory Board member.

Paragraph 2 - For the purposes of the previous Paragraph provisions, the institutions or companies related to the Bank are those that meet such definition set out by the National Monetary Council.

Vacancy and replacements

Art. 26. It will be granted:

I – suspension from office of up to 30 days, excepting leave, to the Vice Presidents and Officers, by the President, and to the President, by the Board of Directors; and,

II – leave to the Bank’s President, by the Minister of State of Treasury; to the other members of the Executive Board, by the Board of Directors.

Paragraph 1 - The individual duties of the Bank’s President will be performed, while s/he is suspended from office and during other leave:

I – up to 30 consecutive days by one of the Vice-Presidents assigned by him/her; and,

II – over 30 consecutive days, by whoever, as provided for by law, is temporarily appointed by the President of the Republic.

Paragraph 2 - In the event of a vacancy, the President position will be taken, until its successor takes office, by the Vice-President who has the longest period in office; if equal seniority, by the eldest.

Paragraph 3 - The individual duties of the Vice-Presidents and of the Officers will be performed by another Vice-President or Officer, respectively, in cases of suspension from office and other types of leave, and in that of vacancy, as follows:

I – up to thirty consecutive days upon assignment by the President;

II – above thirty consecutive days, or in case of vacancy, until the installation of the substitute elect, through designation of the President and ratification, within the period during which this person performs the duties of the position, by the Board of Directors.

Paragraph 4 - In the hypotheses provided for in Paragraphs 1 to 3 of this Article, the Vice-president or Director will accumulate his/her functions with those of the President, Vice-president or Director, as assigned, without increase in remuneration.

Representation and constitution of proxies

Art. 27. The judicial and extrajudicial representation and the constitution of proxies of the Bank are incumbent, individually, upon the President or any of the Vice-Presidents and, within the limits of their duties and powers, upon the Officers. The grant of writ of mandate is incumbent upon the President, the Vice-Presidents and the Legal Officer.

Paragraph 1 - The power of attorney shall state the acts or operations that shall be carried out as long as it is effective and may be separately conferred by any member of the Executive Board, pursuant to the provisions of Paragraph 2 of Art. 29 of these Bylaws. The power of attorney may be valid for an indefinite term.

Paragraph 2 - Power of attorneys shall remain valid even though its signatory retires from the Bank’s Executive Board, except if such document is expressly revoked.

Duties of the Executive Board

Art. 28. It is incumbent upon the Executive Board to comply and enforce compliance with these Bylaws, the decisions of the General Shareholders Meeting and of the Board of Directors and to perform the duties defined therefore by this Board, always observing the principles of good banking technique and good practices of corporate governance, in addition to the provisions of law # 6404/76, 13303/16 and the respective regulatory Decree, other applicable rules and its Bylaws.

Duties of the Board of Officers

Art. 29. The following are duties of the Board of Officers:

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I – to submit to the Board of Directors, through the Bank’s President, or by the Coordinator designated thereby, proposals for its decision, especially about the matters listed in subsections I, II, XII and XIII of article 21 of these Bylaws

II – to enforce execution of the policies, the corporate strategy, the investment plan, the master plan and the general budget of the Bank;

III – to approve and enforce execution of the markets plan and the work agreement;

IV – to approve and ensure the execution of the allocation of funds to operating activities and for investments;

V – to authorize the disposal of items of the non-current assets, the recording of actual burden, the granting of collaterals for third-party liabilities, the waiver of rights, the transaction and the business rebate, with option of granting these powers with express limitation;

VI – to decide on the career plans, salaries, advantages and benefits, and approve the Personnel Rules of the Bank, observing the legislation in force;

VII – to distribute and apply profits, as approved at the General Shareholders' Meeting or by the Board of Directors, observing the legislation in force;

VIII – to decide on the creation, installation and suppression of branches or agencies, offices, premises and other points of service in Brazil and abroad, with option of granting these powers with express limitation;

IX – to decide on the internal organization of the Bank, the administrative structure of the directorates remainder units and the creation, discontinuation and functioning of committees in the sphere of the Executive Board;

X – to fix the levels of authority of the Executive Board and of its members and the duties and levels of authority of the committees and of the administrative units, of the regional bodies, of the distribution networks and of the other bodies of the internal structure, besides those of the Bank employees, allowing the granting of these powers with express limitation;

XI – to authorize, provided that the security and proper compensation in each case has been formerly verified, the granting of loans to social assistance entities and to communication companies, as well as the financing of public service work, with option of granting these powers with express limitation;

XII – to decide on the granting of contributions for social purposes to foundations created by the Bank, limited, every year, to 5% (five per cent) of the operating result;

XIII – to approve the criteria for selection and appointment of directors, observing the applicable legal and regulatory provisions, to compose the boards of companies and institutions in which the Bank, its subsidiaries, controlled or affiliated companies participate or have right to indicate a representative; and,

XIV – to decide on situations not included in the assignments of another management body and on extraordinary cases within its competence.

Paragraph 1 – Board of Officers’ decisions bind the entire Executive Board.

Paragraph 2 - The grants of powers provided for in subsections V, VIII, X and XI of this article, when designed to produce effects before third parties, will be formalized by means of a power of attorney signed by the President and a Vice-President or by two Vice-Presidents.

Individual duties of the members of the Executive Board

Art. 30. Each Executive Board member shall comply with and cause compliance with these bylaws, the resolutions of General Meetings and Board of Directors' meeting and joint decisions of the Board of Officers and Executive Board, in addition to the provisions of law # 6404/76, 13303/16 and the respective regulatory Decree, other applicable rules and its Bylaws. They also have the following duties:

I – of the President

a) to preside the General Shareholders' Meeting, call and preside the meetings of the Board of Officers and of the Executive Board and supervise their performance;

b) to propose to the Board of Directors the number of members of the Executive Board, indicating for election the names of the Vice-Presidents and Executive Officers;

c) to propose to the Board of Directors the assignments of the Vice-Presidents and Executive Officers, as well as any possible change;

d) to supervise and coordinate the work and activity of the Vice-Presidents, of the Officers and heads of units that are under his direct supervision;

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e) to appoint, remove, assign, promote, commission, punish and dismiss employees, with the ability to grant these powers with express limitation;

f) to appoint, among the Vice-Presidents, a coordinator with the purpose of convening and presiding over the meetings of the Management Board and of the Executive Board in his/her absence or impediment.

II – of each Vice-President:

a) administer, supervise and coordinate the areas that are assigned thereto and the performance of the Officers and Units that are under his/her direct supervision;

b) coordinate the meetings of the Board of Officers and of the Executive Board, when requested by the Chairman;

III – of each Officer:

a) manage, oversee and coordinate the activities of the executive office and units under his or her responsibility;

b) advise on works of the Board of Officers, in the sphere of the respective attributions; and,

c) execute other tasks that are assigned thereto by the member of the Management Board to whom s/he is related.

Paragraph 1 - The Coordinator assigned by the President to summon and chair Board of Directors’ and Executive Board’s meetings will not pass a quality vote while exercising this function.

Paragraph 2 - The individual duties of the President, Vice-Presidents and the Officers will be exercised, in their absences or impediments in the form of art. 26, according to the provisions established in the Internal Rules of the Executive Board and of the Board of Officers, the rules about competences the decision, the competent jurisdiction and other procedures fixed by the Board of Officers.

Operation

Art. 31. The operation of the Executive Board and of the Board of Officers will be regulated by means of their Internal Rules, in compliance with this article.

Paragraph 1 - The Executive Board shall meet on a regular basis once every three months and on extraordinary basis whenever convened by the Bank’s President or by the Coordinator designated by it.

Paragraph 2 - The Board of Officers:

I – is the body that takes joint resolutions and meet on a regular basis at least once a week and extraordinarily, whenever convened by the President or by the Coordinator designated hereby, requiring, in any case, the presence of at least the majority of its members;

II – the decisions require at least, the approval of the majority of members present; in case of a tie, the vote of the President will prevail; and,

III – once a decision is made, the Board of Officers members shall take measures to implement it;

Paragraph 3 - The Board of Officers shall be assisted by an executive secretariat, the President being responsible for assigning its holder.

Section IV – Segregation of Duties

Art. 32. Management bodies must, within their respective duties, follow the following duty segregation rules:

I – The executive offices or units responsible for functions related to risk management and internal controls cannot be under the direct oversight of the Vice-President to whom the executive offices or units responsible in charge of business activities are bound.

II – The executive offices or units responsible for risk assessment cannot be under the direct oversight of the Vice-President to whom the Executive Officer of units responsible for credit granting or guarantee pledging is bound, except for the credit recovery cases; and,

III - Vice-Presidents, Executive Officers or any party responsible for the management of the Bank’s own assets cannot manage the assets of third parties.

Section V – Committee with Board of directors

Audit committee

Art. 33. The Audit Committee, with the prerogatives, attributions and functions assigned by applicable Law # 13303/16 and respective regulatory Decree, other applicable rules and its Internal Regulation, will be formed by no less than three and no more than five effective members, most of which independent ones,

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with 3-year annual terms respecting the rule that the substitution of all members should not occur simultaneously.

Paragraph 1 - Members can be reelected one single time, complying with the following conditions:

I - up to 1/3 (one third) of the Audit Committee members are eligible to be reelected for the 3-year term of office;

II - the remaining Audit Committee members are eligible to be reelected for the 2-year term of office.

Paragraph 2 - The members of the Audit Committee will be elected by the Board of Directors, in compliance with minimum eligibility conditions and prohibitions to exercise the duty provided for in the Policy of Appointment and Succession of the Bank and applicable roles, as well as with the provisions of these Bylaws and Internal Rules, as well as the following criteria:

I – at least one member will be chosen among those appointed by the members of the Board of Directors elected by the minority shareholders;

II – the remaining members will be chosen among those appointed by the members of the Board of Directors representing the Federal Government.

III - at least one of the members shall have proven knowledge in the areas of corporate accounting and auditing.

IV – at least one of the members shall have a Independent Board of Director member, as defined in art. 18, paragraph 7, Item I of these Bylaws.

Paragraph 3 – The same member may accumulate the characteristics referred to in items III and IV of paragraph 2 of this article.

Paragraph 4 - The member of the Audit Committee may only rejoin such Committee after at least three years from the end of its previous term, in compliance with paragraph 1.

Paragraph 5 - The role of Audit Committee member is not delegable.

Paragraph 6 - A member of the Audit Committee that fails to appear, with or without justification, at three consecutive ordinary meetings or at four alternate meetings in the period of twelve months will be removed from office, except in cases of force majeure or acts of God, and at any time, by decision of the Board of Directors.

Paragraph 7 - The Audit Committee is a permanent body in charge of advising the Board of Directors regarding the performance of its auditing and supervising duties.

Paragraph 8 - The Audit Committee is in charge of permanently supervising the activities and appraising the works by the independent audit, and also performs its duties and responsibilities before the controlled companies that adopt the unified Audit Committee regime.

Paragraph 9 - Moreover, the Audit Committee is tasked with the duty of monitoring and appraising the internal audit activities; valuate and monitor the Bank’s exposure to risks; monitor the accounting practices and information transparency, as well as advise the Board of Directors on the decisions about matters under its competence, notably those related with the Bank management supervision and strict compliance with the principles and rules of conformity, corporate accountability and governance.

Paragraph 10 - The operation of the Audit Committee will be regulated through its Internal Rules, observing that:

I – it will meet at least on a monthly basis, with the Board of Directors; quarterly with the Board of Officers, with the Internal Audit Department and with the Independent Auditors, jointly or separately, at its sole discretion; and with the Board of Directors or Supervisory Board whenever requested by them, so that accounting information can always be appraised before disclosure.

II - the Audit Committee shall hold at least four monthly meetings, and may invite the following individuals to take part, without the right to vote:

a) Supervisory Board and the Committee Risk and Capital members;

b) The incumbent and other representatives of the Internal Audit; and,

c) Any member of the Executive Officers’ Board or employees of the Bank.

Paragraph 11 - The remuneration of the members of the Audit Committee, to be defined by the General Meeting, will be compatible with the work plan approved by the Board of Directors, observing that:

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I – the remuneration of the Committee members will be no higher than the average fee received by the Officers,

II – in the case of civil servants, their remuneration for participation in the Audit Committee will be subject to the provisions established in the pertinent legislation and regulation;

III – the member of the Audit Committee that is also a member of the Board of Directors shall opt be remunerated just by the Audit Committee.

Paragraph 12 - At the end of the term of office, the former members of the Audit Committee are subject to the impediment provided for in Paragraph 6 of art. 24 of these Bylaws, in compliance with Paragraphs 7 to 12 of the same article.

Paragraph 13 - The Audit Committee will have channels to receive denouncements, including secret ones, internal and external to the Bank, on matters related to the scope of its activities, as established in the proper instrument.

Paragraph 14 - The members of the Audit Committee will be sworn in the office regardless the signature of the instrument of investiture, as of the date of the respective election.

Remuneration and Eligibility Committee

Art. 34. The Remuneration and Eligibility Committee, whose prerogatives, duties and responsibilities are provided for in Law # 13303/16 and the respective regulatory Decree, other applicable rules and regulations and its Internal Rule, shall be composed of five effective members, who will serve for a 2-year term of office, which can be extended for no longer than three consecutive times, pursuant to the rules in force.

Paragraph 1 - The members of the Remuneration and Eligibility Committee will be elected by the Board of Directors, in compliance with the minimum conditions of eligibility and prohibitions to exercise the office provided for in the Policy of Appointment and Succession of the Bank and applicable rules, as well as provided for in these Bylaws and Internal Rule.

Paragraph 2 - At least one of the members of the Remuneration and Eligibility Committee shall not be a member of the Board of Directors or of the Board of Executive Officers.

Paragraph 3 - The members of the Remuneration and Eligibility Committee shall possess the qualifications and the experience necessary to independently evaluate the director remuneration policy and the appointment and succession policy.

Paragraph 4 - A member of the Remuneration and Eligibility Committee that fails to appear, with or without justification, at three (3) consecutive meetings will be removed from office, except in cases of force majeure or acts of God, and at any time, by decision of the Board of Directors

Paragraph 5 - The Remuneration and Eligibility Committee shall have the following duties, in addition to other provided for by its own legislation

I – advise the Board of Directors in the establishment of the director remuneration policy and the policy of appointment and succession of Banco do Brasil;

II – carry out its duties and take on its responsibilities related to managers’ remuneration before companies controlled by Banco do Brasil that choose the practice of a single Remuneration Committee.

III - issue opinion to assist the shareholders in the appointment of managers, members of advisory committees to the Board of Directors and Supervisory Board regarding the fulfillment of the requirements and inexistence of prohibitions to the respective elections;

IV - check the conformity of the processes to appraise managers, members of the advisory committees to the Board of Directors and Supervisory Board members.

Paragraph 6 - The operation of the Remuneration and Eligibility Committee will be regulated by means of its Internal Rule, approved by the Board of Directors, observing that the Committee will meet:

I – at a minimum semiannually to evaluate and propose to the Board of Directors the fixed and variable pay of the directors of the Bank and of its subsidiaries that have adopted the single committee system;

II – in the first three months of the year to evaluate and propose the annual total amount of pay to be set for the members of the management bodies, to be submitted to the General Meetings of the Bank and of the companies that have adopted the single Remuneration Committee system.

III - convened by the coordinator, whenever any of the members deems it necessary, or upon request of one of its members or of Banco do Brasil’s management.

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Paragraph 7 - Board member function addressed by the heading is not remunerated.

Paragraph 8 - The members of the Remuneration and Eligibility Committee will be sworn in the office regardless the signature of the instrument of investiture, as of the date of the respective election.

Committee of Risks and Capital

Art. 35. The Committee of Risks and Capital, whose duties and obligations are provided for applicable rules and regulations and in its Internal Rules, will be formed by four effective members with 2-year term of office, being allowed up to three consecutive reelections, pursuant to the existing rules.

Paragraph 1 - The members of the Committee of Risks and Capital will be elected and dismissed by the Board of Directors in compliance with the minimum conditions of eligibility and prohibitions to exercise the office provided for in the Policy of Appointment and Succession of the Bank and applicable rules, as well as provisions of these Bylaws and Internal Rules.

Paragraph 2 - Following are the duties of the Committee of Risks and Capital, in addition to other duties provided for in the applicable law and its Internal Rules:

I - advise the Board of Directors regarding the management of risks and of capital;

II - evaluate and submit to the Board of Directors reports dealing with processes of management of risks and of capital.

Paragraph 3 - The members of the Committee of Risks and Capital will be sworn in the office regardless the signature of the instrument of investiture, as of the date of the respective election.

Section VI – Internal Audit

Art. 36. The Bank will have an Internal Audit department, bound to the Board of Directors and responsible for checking the internal control appropriateness, effectiveness of risks management and governance processes, and the reliability of the process of collection, measurement, ranking, accumulation, registration and dissemination of events and transactions, aiming at the elaboration of financial statements, also observing the other competences imposed by Law # 13303/16 and respective regulatory Decree, and other applicable rules.

Paragraph 1 - The incumbent of the Internal Audit department will be chosen from among active employees of the Bank and appointed and dismissed by the Board of Directors, in compliance with the provisions of art. 22, Paragraph 3, I, of these Bylaws.

Paragraph 2 – The incumbent of the Internal Audit will have a three-year term of office, which may be extended for an equal period. Once the extension has been extended, the Board of Directors may, by means of a reasoned decision, extend it for another 365 days.

Section VII – Ombudsman Office

Art. 37. The Bank will have an Ombudsman Office that will act as the communication channel with clients and users of products and services, allowing them to seek solutions for problems in their relationship with Banco do Brasil, through filing of demands.

Paragraph 1 - In addition to other functions provided for by the law, Ombudsman Office’s functions are as follows:

I – answer, record, instruct, analyze and give formal and proper treatment to the demands of clients and users of products and services;

II – provide necessary clarifications to the claimants and inform the progress of their demands, informing the estimated deadline for response;

III -submit the final response to the demand in time;

IV - propose to the Board of Directors, corrective measures and steps for the refinement of procedures and routines of the institution and keep the Board informed about the problems and deficiencies found in the performance of their duties, as well as about the result of the measures adopted by the institution’s directors to solve them.

V – prepare and forward to the Internal Audit, Audit Committee and Board of Directors, by the end of each semester, a quantitative and qualitative report about the activities developed by the Ombudsman's Office to fulfill its duties.

Paragraph 2 - The Ombudsman performance will be issued by the transparency, independency, impartiality and impartiality, and is provided with proper conditions for effective operation.

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Paragraph 3 - Access to information necessary to his/her work will be assured to the Ombudsman Office that may request information and documents to exercise his/her activities, in conformity with legislation related to bank confidentiality.

Paragraph 4 - The role of Ombudsman will be performed by an active employee, holder of a post compatible with the duties of the Ombudsman office and who will have a term of office of three (3) years, renewable for equal periods, designated and removed, at any time, by the Board of Directors.

Paragraph 5 - After the extension referred to in paragraph 4 of this article, the Board of Directors may, by means of a reasoned decision, extend it for a further 365 days

Paragraph 6 - The employee designated to perform the role of Ombudsman must be skilled in topics related to ethics, rights and defense of consumer, and conflicts mediation.

Paragraph 7 - The following can lead to the Ombudsman dismissal:

I - loss of the employment links with the institution or change to the labor regimen provided for in the Paragraph 4 of this article;

II - practice of acts that extrapolate his/her competence as defined in this article;

III - ethical conduct incompatible with the role’s dignity;

IV - other discrediting practices and conducts that justify the dismissal.

Paragraph 8 – In the dismissal procedure referred in items II, III and IV of the previous paragraph, the incumbent will have his/her rights to appeal and to full defense ensured.

Paragraph 9 - The employee appointed to perform the duties of ombudsman will not receive any remuneration other than that established for the commission that s/he originally occupies.

Section VIII - Management of Risks and Internal Controls

Art. 38. The Bank will have areas devoted to management of risks and internal controls under the leadership of a statutory Vice-President and independence of action, according to mechanisms set forth in article 32 of these Bylaws, and reporting to the Bank's President.

Paragraph 1. In addition to other duties provided for in its own legislation and in the normative instructions of the Bank, the area accountable of risk management is in charge of the identification, evaluation, control, mitigation and monitoring of potential risks to the Bank’s businesses and processes.

Paragraph 2- In addition to other duties provided for in its own legislation and in the normative instructions of the Bank, the area responsible for internal controls is in charge of the evaluation and monitoring of the efficacy of internal controls and the corporate conformity status.

Paragraph 3 - The area in charge of the internal control processes will report directly to the Board of Directors in situations of suspected involvement of a member of the Executive Board in irregularities or when a member fails in adopting the required measures related to the irregularities reported to him/her.

CHAPTER VI – SUPERVISORY BOARD

Composition

Art. 39. The Supervisory Board, with the prerogatives, duties and charges provided for in Law # 6404/76, 13303/16 and respective regulatory Decree, other applicable rules and regulations, and its Internal Rule shall operate on a permanent basis and be composed of five effective members and their respective alternates, who shall be elected by the Annual General Meeting for a 2-year term of office subject to up to two consecutive reelections, pursuant to the applicable law and regulations. Minority shareholders can elect two members.

Paragraph 1 - Natural persons residing in Brazil, with academic background compatible with the performance of the duty and that have held for at least three years leadership or advisory offices in the federal government as supervisory board member or business manager, also observing the provisions of Law # 6404/76, Law 13303/16 and the respective regulatory Decree, other applicable rules and the Policy of Appointment and Succession of the Bank are eligible to be a member of the Supervisory Board.

Paragraph 2 - The Federal Government representatives in the Supervisory Board shall be appointed by the Ministry of Finance, among which one shall be a representative of the National Treasury, who shall be a civil servant with permanent labor link to the federal government.

Paragraph 3 - The remuneration of the Supervisory Board members will be fixed by the General Meeting that elects them.

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Paragraph 4 - In addition to the individuals to which art. 13 of these bylaws refers, management body members and employees of the Bank or controlled company, as well as their spouses and relatives up to the third kindred are not eligible for the Supervisory Board.

Paragraph 5 - The members of Supervisory Board will take office as of their respective election by signing of the instrument of investiture on the date of the election by the Shareholders Meeting.

Paragraph 6 - The term of investiture mentioned in paragraph 5 of this article shall be subject to the arbitration clause referred to in art. 53 of these Bylaws, in accordance with the B3’s New Market Regulation.

Operation

Art. 40. Pursuant to the provisions of these bylaws, the Supervisory Board shall elect its President and approve its internal rules by favorable vote of at least four of its members.

Paragraph 1 - The Supervisory Board shall meet on a regular basis once a month and on an extraordinary basis whenever considered necessary by its members or the Bank’s management.

Paragraph 2 – Except for force majeure or fortuitous event, a member of the Supervisory Board who fails to attend without justification three consecutive monthly meetings or four alternate monthly meetings during its term of office shall be removed from office.

Paragraph 3 - Except for the events provided for in the head of this article, the matters submitted to the Supervisory Board shall be approved upon the favorable vote of at least three of its members.

Art. 41. The Supervisory Board members shall attend the Board of Directors meetings in which matters that require their opinion shall be resolved.

Sole Paragraph . The Supervisory Board shall be represented by at least one of its members at General Meetings and shall provide information requested by shareholders.

Disclosure and other requirements

Art. 42. The members of the Supervisory Board who hold shares of the Bank must also meet the duties provided for in article 17 of these Bylaws.

CHAPTER VII – FISCAL YEAR, PROFIT, RESERVES AND DIVIDENDS

Fiscal year

Art. 43. The fiscal year shall be the same of the calendar year, ending on December 31 of each year.

Financial statements

Art. 44. Financial statements shall be prepared at the end of each six-month period and interim balance sheets shall be prepared as of any date whenever considered necessary, including for purposes of payment of dividends, pursuant to legal requirements.

Paragraph 1 - The financial statements for the quarters, six-month periods and years shall contain the following, in addition to meet legal requirements and regulations:

I – consolidated balance sheet, consolidated statement of operations and statement of cash flows;

II – statement of added-value;

III – comments on consolidated performance

IV – ownership interest of any and all shareholders who directly or indirectly hold more than 5% of the Bank’s capital stock;

V – number and characteristics of securities issued by the Bank directly or indirectly held by the controlling shareholder, senior managers and Supervisory Board members;

VI – change in the securities held by the individuals referred to in the previous item over the immediately prior twelve-month period; and,

VII – number of shares outstanding and their percentage in relation to the total issued shares.

Paragraph 2 - Indicators and information about the Bank’s socio-environmental performance will also be presented in the financial statements of the year.

Art. 45. Quarterly, half-annual and annual financial statements will also be prepared in English and, at least annual financial statements will also be prepared in accordance with international accounting standards.

Distribution of profit

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Art. 46. After offsetting any accumulated losses and deducting the provision for income tax from the result for the six-month period, the proceeds shall be used as follows, pursuant to the limits and conditions provided for in Law 6404/76 and other applicable rules:

I – Formation of legal reserve;

II – formation, if necessary, of the Reserve for Contingency and Unrealized Profit Reserves;

III – payment of dividends, in compliance with the provisions of articles 47 and 48 of these Bylaws

IV – in relation to the balance remaining after the prior uses:

a) setting up of the following statutory reserves:

1- Reserve for operating margin with the purpose of guaranteeing an operating margin compatible with the development of the company’s operations, at an amount from up to 100% of net income to 80% (eighty percent) of capital stock;

2- Reserve for dividend equalization with the purpose of guaranteeing funds for paying dividends, at an amount from up to 50% of net income to 20% (twenty percent) of the capital stock;

b) other reserves and retained profits provided for in the legislation.

Sole Paragraph. Upon setting up reserves, the following rules shall be followed:

I – reserves and profit retention to which item IV refer cannot be approved with prejudice to the distribution of minimum mandatory dividend;

II – the revenue reserve balance, except contingencies and unrealized profit, cannot exceed the capital stock;

III – the uses of proceeds over the year shall be as proposed by the Board of Officers, approved by the Board of Directors and the Annual Shareholders Meeting dealt with in Paragraph 1 of article 9 of these bylaws, at which event the percentages adopted for setting up statutory reserves provided for in sub item (a) of item IV of the head of this article shall be explained.

Compulsory dividend


Paragraph 1 - Dividends corresponding to each half-year will be stated by the Board of Officers, approved by the Board of Directors.

Paragraph 2 - The amounts of the dividends due to the shareholders will incur incidence of financial charges as set forth in the applicable legislation, from the closing of the semester or of the fiscal year in which they are determined up to the day of effective deposit or payment, without prejudice to the incidence of interest on arrears when this payment is not verified on the date stipulated by law, by the General Meeting or by decision of the Board of Officers.


Interest on own capital

Art. 48. Pursuant to the applicable law and as provided for by the Board of Directors resolution, the Board of Officers may authorize the payment or credit to shareholders of interest on own capital, as well as the addition of such amount to the mandatory minimum dividend.

Paragraph 1 - The Board of Officers shall be responsible for setting the amount and date of payment or credit of each interest portion, authorized as provided for in the head of this article.

Paragraph 2 - The amounts of interest due to the shareholders, as remuneration on own capital, will incur incidence of financial charges, as established in article 47, Paragraph 2 of these Bylaws.

CHAPTER VIII – RELATIONSHIP WITH THE MARKET

Art. 49. The Bank shall:

I – hold, at least once a year, the public meeting with market analysts, investors and other stakeholders, to disclose information about its economic/financial situation, as well as projects and outlooks;

II – send to the stock exchange in which its shares are most traded, in addition to other documents required by law:

a) the annual calendar of corporate events;

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b) call option programs involving shares or other securities issued by the Bank, intended for its employees and directors, if any; and,

c) documents made available to shareholders based on General Meeting Resolution;

III – divulge at its Internet page the following information, among other:

a) referred to in articles 44 and 45 of these Bylaws;

b) divulged at the public meeting referred to in item I of this article; and,

c) provided to the stock exchange as provided for in item II of this article;

IV – adopt measures in order to dilute ownership when distributing new shares, such as:

a) assurance of access, to all the interested investors, or,

b) distributing to individuals or non-institutional investors at least 10% (ten percent) of issued shares.

CHAPTER IX - MISCELLANEOUS

Admission to the Bank’s staffs

Art. 50. Only Brazilians will be granted admission to the Bank’s staffs in the country.

Sole Paragraph . Portuguese citizens resident in Brazil may also be employed by the Bank, provided that they are entitled to equal rights and have equal civil obligations and enjoy legally recognized political rights.

Art. 51. Admission to the staffs of the Bank will take place through approval in a public competitive examination test.

Paragraph 1 - The Bank’s employees are subject to labor legislation and to the Internal Rules of the company:

Paragraph 2 - Professionals may be hired, on a trial basis and dismissible “ad nutum”, to perform the roles of special advisor to the President, observing the maximum allocation of three Special Advisors to the President and one Private Secretary to the President

Official publications

Art. 52. The Board of Officers will arrange for publication, on the website of the company, of the Regulation of Bids of Banco do Brasil, observing the provisions of Law 13.303/16 and the best business practices of preferential hiring of the companies it holds shares.

Arbitration

Art. 53. The Bank, its shareholders, senior managers and Supervisory Board members agree to resolve through arbitration, before the market's Listing Regulations, any and all disputes or controversies that may arise among them, especially those related to or arising from the application, validity, effectiveness, construction, violation and related effects of the provisions of the Corporate Law, the Bank’s bylaws, the rules issued by the National Monetary Council, the Brazilian Central Bank and the Securities and Exchange Commission, as well as other rules applicable to the capital market’s overall operation, those provided for by the B3’s New Market Regulation, the Arbitration Regulation, the contract for participation, and the New Market Sanction Regulation.

Paragraph 1. The provisions included in the head of this article are not applicable to the disputes or controversies related to the own activities of the Bank, as an institution that takes part of the National Financial System, and those activities provided for in art. 19 of Law 4595, as of December 31, 1964, and other laws that assign it roles of financial agent, administrator or manager of public funds.

Paragraph 2 - Also exclude from the caput, the disputes or controversies involving unavailable rights.

Art. 54. As provided for by the Board of Directors, the Bank shall guarantee to its current and former members of the Board of Directors and of the other technical or advisory bodies created in accordance with these Bylaws, as well as to their employees, defense in lawsuits, administrative and arbitral proceedings against them filed due to acts over the term of their offices, provided that, as defined by the Board of Directors, no fact is found that may conflict with the interests of the Bank, its full subsidiaries or its controlled or affiliate companies.

Sole Paragraph. The Bank shall hires civil liability insurance on behalf of members and former members of the statutory bodies identified in the head, complying with the applicable laws and regulations.

CHAPTER X – CONTROLLING SHAREHOLDER’S OBLIGATIONS

Sale of controlling interest

Art. 55. The direct or indirect sale of the Bank’s controlling interest, both by means of a single operation, and by means of successive operations, can only be contracted under the suspensive or resolutive

113

condition, that the acquirer undertakes to, in compliance with the conditions and terms provided for in the current legislation and in the B3’s New Market Regulation, organize a public offering of acquisition of the shares of the other shareholders, guaranteeing that these receive treatment equal to that provided to the selling controlling shareholder.

Paragraph 1 - The public offering, set forth in the main provision of this article, shall also be held when there is (i) onerous assignment of rights to subscription of shares and of other bills or rights relating to securities convertible into shares, which result in the transfer of ownership of the Bank; or (ii) in case of transfer of ownership of a company that has control over the Bank, whereas in this case, the transferring controlling shareholder shall be obligated to declare to B3 the value attributed to the Bank in this transfer of ownership and to attach documentation supporting this amount.

Paragraph 2 - The party that acquires controlling interest, under a share purchase agreement entered into with the controlling shareholder, involving any quantity of shares, shall be obligated to: (i) consummate the public offering referred to in the main provision of this article; and (ii) pay, under the terms indicated below, a sum equivalent to the difference between the price of the public offering and the value paid for any shares purchased on an exchange in the six (6) months prior to the date of acquisition of controlling interest, duly restated up to the payment date. The aforesaid amount shall be distributed among all the persons that sold shares of the Bank at the trading sessions in which the acquirer made the purchases, in proportion to the daily net sales balance of each one, whereas B3 is responsible for carrying the distribution into effect, under the terms of its regulations.

Going Private

Art. 56. If the Bank goes private with consequent cancellation of publicly-held company registration, a minimum price shall be offered for the shares, corresponding to the economic value determined by a specialized company chosen by the General Meeting, which has independence and proven experience, as established in Law no. 6404, of December 15, 1976, and as provided for in the Sole Paragraph of Article 10 of these Bylaws.

Paragraph 1 - In the case of the Bank’s withdrawal from the B3’s New Market, for the securities issued thereby to be henceforth registered for trading outside the New Market, or by virtue of a corporate reorganization operation in which the company resulting from this reorganization does not have its securities permitted for trading in the New Market, within one hundred twenty (120) days from the date of the general meeting that approved the aforesaid operation, the Controlling Shareholder shall carry out a public offering for purchase of the shares belonging to the other shareholders of the Bank, at a minimum, in the respective economic value, to be determined in an appraisal report prepared under the terms of Paragraph 3 of this Article and of the Sole Paragraph of Article 10 of these Bylaws, in compliance with the applicable rules of law and regulatory norms.

Paragraph 2 - The costs arising from the engagement of the specialized company dealt in the head of this Article shall be borne by the controlling shareholder.

Paragraph 3 - The appraisal reports referred to in this Article shall be prepared by a specialized institution or company, with proven experience and independence in relation to the power of decision of the Bank, of its directors and/or of the controlling shareholder(s), besides meeting the requirements of Paragraph 1 of Article 8 of Law no. 6404/76, and contain the responsibility provided in Paragraph 6 of the same Article.

Art. 57. In the event there is no Controlling Shareholder, and if it is decided that the Bank shall withdraw from the B3’s New Market, for the securities issued thereby to be registered for trading outside the New Market, or by virtue of a corporate reorganization operation, in which the company resulting from this reorganization does not have its securities permitted for trading in the New Market, within one hundred twenty (120) days from the date of the General Meeting that approved the aforesaid operation, the withdrawal shall be dependent on the occurrence of a public share offering under the same conditions provided in Article 56 of these Bylaws.

Paragraph 1 - Said shareholders' meeting shall define people responsible for performing the tender offer for the acquisition of shares; people who are present in the meeting and shall expressly assume the obligation of conducting the offer.

Paragraph 2 - In case people responsible for performing the tender offer for the acquisition of shares are not defined, and the corporate reorganization results in a company that does not have its securities accepted to be traded in the New Market, shareholders that voted in favor of the corporate reorganization are responsible for conducting said tender offer.

114

Art. 58. The withdrawal of the Bank from the B3’s New Market due to nonperformance of obligations contained in the New Market Regulation is dependent on the consummation of a public share offering, at a minimum, in the economic value of the shares, to be determined in the appraisal report referred to in the Sole Paragraph of Article 10 and Paragraph 3 of Article 56 of these Bylaws, in compliance with the applicable rules of law and regulatory norms.

Paragraph 1 - The Controlling Shareholder should carry out the public share offering established in the main provision of this article.

Paragraph 2 - In the hypothesis of absence of a Controlling Shareholder and delisting from New Market referred to in the heading resulting from a Shareholders' Meeting resolution, shareholders that voted in favor of the resolution that caused noncompliance shall perform the tender offer for the acquisition of shares provided for in the heading.

Paragraph 3 - If there is no Controlling Shareholder and the withdrawal from the New Market referred to in the main provision occurs on account of a management act or event, the Bank’s directors shall call a general meeting of shareholders with its agenda involving the decision on how to remedy the nonperformance of obligations contained in the New Market Regulation or, as the case may be, to decide on the Bank’s withdrawal from the New Market.

Paragraph 4 - If the general meeting mentioned in Paragraph 3 above decides on the Bank’s withdrawal from the New Market, the aforesaid general meeting shall define the party(ies) responsible for the performance of the public share offering established in the main provision, and these parties, present at the meeting, shall expressly assume the obligation of holding the offering.

Free-floating shares

Art. 59. The controlling shareholder shall take measures to keep a free float of at least 25% of the shares issued by the Bank.

CHAPTER XI - TRANSITIONAL PROVISION

Art. 60 - Any change to the membership of the Board of Directors, object of Art. 24, sub-paragraph II of this Bylaw, is conditional to amendment to Decree # 3905 of August 31, 2001, which provides for the composition, appointment, election and designation of the members of collegiate bodies of the Bank.

115

BANCO DO BRASIL’s BYLAWS

PROPOSED TEXT

Comparative Table

Pursuant to Article 11, item I of CVM Regulation 481/09

116

Current wording Proposed wording Justification



No change proposed



No change proposed

Paragraph 1 - The duration of the Bank is indefinite. Paragraph 1 - The duration of the Bank is indefinite. No change proposed



No change proposed

Paragraph 3 - With the admission of Banco do Brasil in the special listing segment called New Market, or Novo Mercado, of BM&FBOVESPA S.A. – Bolsa de Valores, Mercadorias e Futuro (Stock, Commodities and Futures Exchange or any other name that comes to be assigned to it), the Bank, its shareholders, directors and members of the Supervisory Board are subject to the provisions of the BM&FBOVESPA (or any other corporate name that comes to be assigned to it) New Market Listing Regulation.

Paragraph 3 - With the admission of Banco do Brasil in the special listing segment called New Market of B3 S.A. – Brasil, Bolsa, Balcão (“B3”) (Stock Exchange), the Bank, its shareholders, directors and members of the Supervisory Board are subject to the provisions of the New Market Listing Regulation.

Indicate the full corporate name of B3, according to the company's bylaws, available on its website and standardization of subsequent quotes to the New Market Listing Regulation.



No change proposed

117


CHAPTER II – CORPORATE OBJECTIVES CHAPTER II – CORPORATE OBJECTIVES No change proposed

Section I – Corporate objectives and prohibitions Section I – Corporate objectives and prohibitions No change proposed

Corporate objectives Corporate objectives No change proposed



No change proposed



No change proposed



No change proposed



No change proposed

Prohibitions Prohibitions No change proposed



No change proposed



No change proposed

118




No change proposed

III - Transfer resources, services or other duties between the Bank and its Related Parties, pursuant to its Related Party Transactions Policy.

III - transfer resources, services or other duties between the Bank and its Related Parties, pursuant to its Related Party Transactions Policy.

Rewording for standardization of the items



No change proposed



No change proposed

b) in percentages lower than 20% (twenty percent) of the voting capital of the invested company;

b) in percentages lower than 20% (twenty percent) of the voting capital of the invested company; No change proposed

V - issue preferred (fruition) shares, debentures and beneficiary shares.

V - issue preferred (fruition) shares, debentures and beneficiary shares. No change proposed

Paragraph 1 - The limitations provided for in item IV of this article do not include the interests held in Brazil or abroad in:

Paragraph 1 - The limitations provided for in item IV of this article do not include the interests held in Brazil or abroad in: No change proposed

I – companies in which the Bank has interests at the date these bylaws are approved;

I – companies in which the Bank has interests at the date these bylaws are approved; No change proposed

II - financial institutions and other entities authorized to operate by the Brazilian Central Bank;

II - financial institutions and other entities authorized to operate by the Brazilian Central Bank; No change proposed



No change proposed

IV – clearing and settlement houses and other companies or associations integrating the payments system;

IV – clearing and settlement houses and other companies or associations integrating the payments system; No change proposed

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No change proposed

VI – not-for-profit associations or companies; VI – not-for-profit associations or companies; No change proposed



No change proposed



No change proposed



No change proposed



No change proposed



No change proposed

Section 2 – Relationships with the Federal Government Section 2 – Relationships with the Federal Government No change proposed



No change proposed



No change proposed

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No change proposed

III - provide guarantee for the Federal Government. III - provide guarantee for the Federal Government. No change proposed

Sole Paragraph. The activities provided for by this article are conditioned, as the case may be, to the following:

Sole Paragraph. The activities provided for by this article are conditioned, as the case may be, to the following: No change proposed



No change proposed



No change proposed



No change proposed



No change proposed

Section III – Relationship with the Brazilian Central Bank Section III – Relationship with the Brazilian Central Bank No change proposed



No change proposed

CHAPTER III – CAPITAL AND SHARES CHAPTER III – CAPITAL AND SHARES No change proposed

Capital and common shares Capital and common shares No change proposed

Art. 7 The capital stock is R$ 67,000,000,000.00 (sixty-seven billion reais), represented by 2,865,417,020 (two billion, eight

Art. 7 The capital stock is R$ 67,000,000,000.00 (sixty-seven billion reais), represented by 2,865,417,020 (two billion, eight

No change proposed

121


hundred sixty-five million, four hundred and seventeen thousand twenty) book-entry common shares without par value.

hundred sixty-five million, four hundred and seventeen thousand twenty) book-entry common shares without par value.



No change proposed



No change proposed



No change proposed

Authorized capital Authorized capital No change proposed



No change proposed



No change proposed

CHAPTER IV – GENERAL MEETING CHAPTER IV – GENERAL MEETING No change proposed

Call notice and functions Call notice and functions No change proposed

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Art. 9. The General Shareholder Meeting will be convened by decision of the Board of Directors or, in the sets of circumstances permitted by law, by the Board of Officers, by the Supervisory Board, by a group of shareholders or by one shareholder alone.

Art. 9. The General Shareholder Meeting will be convened at least 30 days in advance by decision of the Board of Directors or, in the sets of circumstances permitted by law, by the Board of Officers, by the Supervisory Board, by a group of shareholders or by one shareholder alone.

Pursuant to CVM regulation 559/15 (art. 8), which establishes a minimum term of 30 days for the convening of Shareholders Meetings, in the case of institutions participating in Depositary Receipts (DR) programs.



No change proposed



No change proposed



No change proposed

Paragraph 4 - The General Meeting will be Convened at least 30 days in advance, and the Extraordinary General Meeting will be convened at least 15 days in advance.

Exclusion

The topic will be dealt with in the caput of the article. Pursuant to CVM regulation 559/15, it is not necessary to mention the term for calling Shareholders Meetings.

Competence Competence No change proposed



No change proposed

I - sale of all or any shares of the capital stock of the Bank or its subsidiary companies; initial public offering; increase of capital stock through subscription of new shares; waiver of rights of subscription of shares or debentures convertible into

I - sale of all or any shares of the capital stock of the Bank or its subsidiary companies; initial public offering; increase of capital stock through subscription of new shares; waiver of rights of subscription of shares or debentures convertible into

No change proposed

123


shares of subsidiaries; sale of debentures convertible into shares of the Bank issued by subsidiaries; or, also, issuance of any other securities in Brazil or abroad;

shares of subsidiaries; sale of debentures convertible into shares of the Bank issued by subsidiaries; or, also, issuance of any other securities in Brazil or abroad;



No change proposed

III – swap of shares or other securities; III – swap of shares or other securities; No change proposed



No change proposed



No change proposed



No change proposed

Section I – Rules common to Management Bodies Section I – Rules common to Management Bodies No change proposed

Requirements Requirements No change proposed

Art. 11. The following are management bodies of the Bank: Art. 11. The following are management bodies of the Bank: No change proposed

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I – the Board of Directors; and, I – the Board of Directors; and, No change proposed



No change proposed



No change proposed



No change proposed



No change proposed



No change proposed



No change proposed

Installation Installation No change proposed

Art. 12. The members of Management bodies will take office upon signing the related statements in the book of minutes of the Board of Directors, Executive Board, or of the Board of

Art. 12. The members of Management bodies will take office upon signing the related statements in the book of minutes of the Board of Directors, Executive Board, or of the Board of

No change proposed

125


Officers, as the case may be no later than 30 days as of the date of election or appointment.

Officers, as the case may be no later than 30 days as of the date of election or appointment.

Paragraph 1 - Those elected for Management bodies shall take office whether they pledge a collateral or not.

Paragraph 1 - Those elected for Management bodies shall take office whether they pledge a collateral or not. No change proposed

Not Applicable

Paragraph 2 – The related instrument of investiture mentioned in the caput shall contemplate subjection to the arbitration clause referred to in art. 53 of these Bylaws, in accordance with the B3’s New Market Regulation.

The New Market Regulation effective as of January 2, 2018 (approved in a Restricted Hearing by the companies listed in June 2017 and by the CVM board in September 2017) determines that the term of investiture signed by the Board and Supervisory Board members provides for compliance with the clause arbitration (referred to in Article 53 of these Bylaws)

Paragraph 2 - Upon installation, the directors elect shall also sign the Record of Consent of Directors to the Listing Regulation of the New Market of BM&FBOVESPA São Paulo Stock Exchange (or any other corporate name that comes to be assigned to it).

Exclusion

Exclusion of the paragraph in view of the fact that the current New Market Regulation no longer requires the submission of signed terms of agreement to B3.

Impediments and prohibitions Impediments and prohibitions No change proposed



No change proposed

I - those who are delinquent in relation to the Bank or who have caused losses to it not yet recovered;

I - those who are delinquent in relation to the Bank or who have caused losses to it not yet recovered; No change proposed

II - those who hold the control of significant interest in the capital stock of companies that are delinquent in relation to the Bank or that have caused losses not yet recovered, this impediment being extended to those who have taken management offices in companies in this same situation

II - those who hold the control of significant interest in the capital stock of companies that are delinquent in relation to the Bank or that have caused losses not yet recovered, this impediment being extended to those who have taken management offices in companies in this same situation

No change proposed

126


during the year immediately prior to the election or appointment date;

during the year immediately prior to the election or appointment date;



No change proposed



No change proposed



No change proposed



No change proposed

VII - those declared bankrupt or insolvent; VII - those declared bankrupt or insolvent; No change proposed

VIII - those that hold controlling interest or participate in the management of a bankrupt or insolvent legal entity or one that has filed for chapter 11, in the five-year period prior to the date of election or appointment except in the capacity of trustee, administrative receiver or judicial trustee;

VIII - those that hold controlling interest or participate in the management of the legal entity in judicial or extrajudicial recovery, bankrupt or insolvent legal entity, in the five-year period prior to the date of election or appointment except in the capacity of trustee, administrative receiver or judicial trustee;

Adjustment to the adequacy of nomenclature to Law No. 11,101/05, which regulates the judicial, extrajudicial and bankruptcy of the businessman and the company.

127




No change proposed



No change proposed

Sole Paragraph. Candidature to an elective public term of office is incompatible with participation in the Bank’s management bodies, whereas the interested party shall apply for his or her suspension from office, under penalty of losing the position, the moment his or her intention to apply as a candidate becomes public. During the period of suspension from office there will be no remuneration due to the member of the management body, who will lose the position as from the date of registration of the candidature.

Sole Paragraph. Candidature to an elective public term of office is incompatible with participation in the Bank’s management bodies, whereas the interested party shall apply for his or her suspension from office, under penalty of losing the position, the moment his or her intention to apply as a candidate becomes public. During the period of suspension from office there will be no remuneration due to the member of the management body, who will lose the position as from the date of registration of the candidature.

No change proposed



No change proposed



No change proposed

II – they have interest conflicting with that of the Bank II – they have interest conflicting with that of the Bank No change proposed



No change proposed

128


Loss of position Loss of position No change proposed

Art. 15. The following events shall entail loss of office: Art. 15. The following events shall entail loss of office: No change proposed



No change proposed

II – a member of the Executive Board who is absent, without authorization, for more than 30 days.

II – a member of the Executive Board who is absent, without authorization, for more than 30 days. No change proposed

Compensation Compensation No change proposed

Art. 16. The compensation of the members of Management bodies shall be fixed by the General Meeting, pursuant to legal requirements.

Art. 16. The compensation of the members of Management bodies shall be fixed by the General Meeting, pursuant to legal requirements.

No change proposed

Sole Paragraph . In years in which mandatory dividends are paid to shareholders and profit sharing are paid to employees, the General Meeting may decide to pay profit sharing to Executive Board members, provided that the total amount does not exceed 50% (fifty percent) of total annual compensation of such members nor one tenth of profits (Art. 152, Paragraph 1, Law 6404/76), whichever is lower.

Sole Paragraph . In years in which mandatory dividends are paid to shareholders and profit sharing are paid to employees, the General Meeting may decide to pay profit sharing to Executive Board members, provided that the total amount does not exceed 50% (fifty percent) of total annual compensation of such members nor one tenth of profits (Art. 152, Paragraph 1, Law 6404/76), whichever is lower.

No change proposed

Disclosure and other requirements Disclosure and other requirements No change proposed

Art. 17. Without prejudice to the currently adopted self-regulation procedures, the members of the Board of Directors and Executive Board must:

Art. 17. Without prejudice to the prohibitions and self-regulation procedures laid down in the standards and regulations, the members of the BB’s Board of Directors, Executive Board and of any bodies with technical or advisory functions entrusted to them by the company’s bylaws must:

Article amended to incorporate the content of the current item "b", item II of this article, which was excluded, and to assign the maximum possible scope to the article, establishing accordance mainly with ICVM 358/2002

I - – notify the Bank, the CVM – Brazilian Securities Commission - and the stock exchange about:

I - – notify the Bank and the CVM – Brazilian Securities Commission:

Exclusion of the obligation to communicate to the stock exchange, since the information is sent to the Bank and the Bank transfers it to

129


the CVM. The stock exchange, when necessary, accesses the information in the CVM.

a) immediately after installment in the position, the quantity and characteristics of the securities or derivatives that they own, directly or indirectly, issued by the Bank, by its subsidiaries or by the associated companies related to their area of activity, besides those belonging to their respective spouses, partners and dependents included in the annual income tax return;

a) until the first business day after installment in the position, the quantity and characteristics of the securities or derivatives that they own, directly or indirectly, issued by the Bank, by its subsidiaries, in addition to those owned by their respective spouses of which they are not judicially or extra-judicially separated, partners and any dependents included in the annual income tax return;

Article 11 of CVM regulation 358-2002 stipulates that self-regulators must inform the company of the ownership and the negotiations with securities issued by the company itself by its parent companies or subsidiaries on the first business day after the investiture in office.

Inclusion in accordance with art. 11, § 2 of ICVM 590-17.

b) at the moment they take office or occasional further changes, their plans of periodical trading of the securities and derivatives referred to in subitem (a) of this item, including their subsequent changes; and,

Exclusion

According to CVM regulation 568/2015, which included the possibility of preparing Investment Plans by self-regulated companies six months in advance, it is possible to adopt the practice of only self-regulated companies that plan to trade securities issued by the Bank and its subsidiaries to prepare Trading Plans.

c) the deals with securities and derivatives referred to in Paragraph “a” of this subsection, inclusive of the price, by the tenth day of the month following that in which the transaction is verified;

b) the trading of the securities and derivatives referred to in subitem (a) of this item until the fifth day after the negotiation.

Compliance with the term for self-regulation to inform its negotiations to the Bank, as established in art. 11, inc. I, §4, of ICVM 358/2002.

II – abstain from trading the securities or derivatives dealt with in subitem (a) of item I of this article:

II – restrict their trading with securities and derivatives referred to in Paragraph “a” of the item I in this article in accordance with the Trading Plan prepared six months in advance of the negotiation.

Compliance with that contained in ICVM 568/2015, which included the possibility of trading securities of the company and its subsidiaries since previously registered in a Trading Plan prepared six months in advance.

a) within 15 (fifteen) days prior to the disclosure of quarterly (ITR) and annual reports (DFP and IAN); and

Exclusion

Compliance with that contained in ICVM 568/2015, which included the possibility of trading securities of the company and its subsidiaries since previously registered in a

130


Trading Plan prepared six months in advance.

b) in other events provided for by the applicable legislation. Exclusion Item transferred to the heading of the article

Section II – Board of Directors Section II – Board of Directors No change proposed

Composition and term of office Composition and term of office No change proposed

Art. 18. The Board of Directors, an independent body of joint decision, will be composed of natural people elected at General Meeting, and shall have eight members who shall serve for an unified term of two (2) years, including one Chairman and one Vice-Chairman, being allowed up to three consecutive reelections. The management period will last up to the installation of the new members.

Art. 18. The Board of Directors, an independent body of joint decision, will be composed of natural people elected at General Meeting and dismissed by it, and shall have eight members who shall serve for an unified term of two (2) years, including one Chairman and one Vice-Chairman, being allowed up to three consecutive reelections. The management period will last up to the installation of the new members.

Change for compliance with the established in art. 140, of Law 6404/76, which provides for the competence of the Shareholders Meeting to elect and remove the members of the Board of Directors.



No change proposed



No change proposed

I - the President of the Bank; I - the President of the Bank; No change proposed

II - three members appointed by the Ministry of Finance; II - three members appointed by the Ministry of Finance; No change proposed



No change proposed



No change proposed



No change proposed

131




No change proposed



No change proposed



No change proposed



No change proposed

I - a minimum of 25% (twenty-five percent) of the members of Board of Directors shall be Independent Directors, as defined in the legislation and in the Listing Regulation of the New Market of BM&FBOVESPA – São Paulo Stock Exchange (or any other corporate name that comes to be assigned to it), and the directors elected under the terms of Paragraph 1 of this article shall also be in this condition;

I - a minimum of 25% (twenty-five percent) of the members of Board of Directors shall be Independent Directors, as defined in the legislation and in the B3’s New Market Regulation, and the directors elected under the terms of Paragraph 1 of this article shall also be in this condition;

Replacement of the term "BM & FBOVESPA (or other company name attributed to it)" by "B3", given the approval of the new company name, after BM & FBovespa merged with CETIP and formal standardization with art. 1, paragraph 3 of the Bylaws.

II - the capacity of Independent Director will be expressly declared in the Minutes of the General Shareholders Meeting that elects him/her; and

II - the capacity of Independent Director will be decided in the General Shareholders Meeting that elects him/her, subject to the provisions of the B3’s New Market Regulation; and

Updated to meet the provisions in art. 17 of the New Market Regulation, which provides that the characterization of the nominee to the board of directors as an independent member shall be resolved by the shareholders meeting.

III – when, as a result of the observance of the percentage referred to in the foregoing Paragraph, it results in a

III – when, as a result of the observance of the percentage referred to in the foregoing Paragraph, it results in a

Replacement of the term "BM & FBOVESPA (or other company name attributed to it)" by

132


fractional number of board members, this number shall be rounded off under the terms of the BM&FBOVESPA New Market Regulation (or any other corporate name that comes to be assigned to it).

fractional number of board members, this number shall be rounded off under the terms of the B3’s New Market Regulation.

"B3", given the approval of the new company name, after BM & FBovespa merged with CETIP

Paragraph 8 - In the event of adoption of the multiple vote process provided in Paragraph 1 of this article, the vacancy allocated to the employees’ representative shall not be considered

Paragraph 8 - In the event of adoption of the multiple vote process provided in Paragraph 1 of this article, the vacancy allocated to the employees’ representative shall not be considered

No change proposed

Multiple vote Multiple vote No change proposed



No change proposed



No change proposed



No change proposed



No change proposed

133




No change proposed

Vacancy and replacements Vacancy and replacements No change proposed



No change proposed



No change proposed

Duties Duties No change proposed



No change proposed



No change proposed

II - decide on: II - decide on: No change proposed

134




No change proposed

b) payment of interest on own capital; b) payment of interest on own capital; No change proposed

c) acquisition of its own shares, on a temporary basis; c) acquisition of its own shares, on a temporary basis; No change proposed



No change proposed



No change proposed



No change proposed



No change proposed



No change proposed



No change proposed



No change proposed



No change proposed



No change proposed



No change proposed

135




No change proposed



No change proposed



No change proposed



No change proposed



No change proposed



No change proposed



No change proposed



No change proposed



No change proposed



No change proposed

136




No change proposed



No change proposed

Paragraph 3 - the supervision of the management of the members of the Executive Board, referred to by Law no. 6404/76, may be exercised individually by any board member, who will have access to the Bank’s books and papers and to information about the contracts signed or in the process of being signed and any other acts that he considers necessary for the performance of his role, and may request them directly from any member of the Executive Board. The arrangements arising therefrom, including proposals for hiring of external professionals, will be submitted to the decision of the Board of Directors.

Paragraph 3 - the supervision of the management of the members of the Executive Board, referred to by Law no. 6404/76, may be exercised individually by any board member, who will have access to the Bank’s books and papers and to information about the contracts signed or in the process of being signed and any other acts that he considers necessary for the performance of his role, and may request them directly from any member of the Executive Board. The arrangements arising therefrom, including proposals for hiring of external professionals, will be submitted to the decision of the Board of Directors.

No change proposed



No change proposed

Paragraph 5 - For managers and members of committees, the performance appraisal process referred to in item XVII of this article will be both individual and collective, according to the

Paragraph 5 - For managers and members of committees, the performance appraisal process referred to in item XVII of this article will be both individual and collective, according to the

No change proposed

137


procedures previously define by the Board of Directors, and should be appraised as provided for by law.

procedures previously define by the Board of Directors, and should be appraised as provided for by law.

Operation Operation No change proposed



No change proposed

I – ordinarily, at least once a month; and, I – ordinarily, at least once a month; and, No change proposed



No change proposed



No change proposed



No change proposed



No change proposed



No change proposed



No change proposed



No change proposed

138


Appraisal Appraisal No change proposed



No change proposed



No change proposed



No change proposed

Section III – Executive Board Section III – Executive Board No change proposed

Composition and term of office Composition and term of office No change proposed



No change proposed

139




No change proposed



No change proposed

III – up to twenty-seven Officers elected as set forth in the law. III – up to twenty-seven Officers elected as set forth in the law. No change proposed

Paragraph 1 - Within the Executive Board, the President and Vice-Presidents shall form the Board of Officers.

Paragraph 1 - Within the Executive Board, the President and Vice-Presidents shall form the Board of Officers. No change proposed

Paragraph 2 - The position of Officer is peculiar to active employees of the Bank

Paragraph 2 - The position of Officer is peculiar to active employees of the Bank No change proposed



No change proposed



No change proposed



No change proposed



No change proposed

I - Have an undergraduate degree; and, I - Have an undergraduate degree; and, No change proposed

II – have exercised in the last five years: II – have exercised in the last five years: No change proposed



No change proposed

140




No change proposed



No change proposed



No change proposed



No change proposed



No change proposed



No change proposed



No change proposed

Paragraph 7- During the period of impediment object of Paragraph 6 of this article, former members of the Executive Board are entitled to compensatory remuneration equivalent

Paragraph 7- During the period of impediment object of Paragraph 6 of this article, former members of the Executive Board are entitled to compensatory remuneration equivalent

No change proposed

141


to that of the position that they held on this body, in compliance with the provisions of Paragraph 8 of this article.

to that of the position that they held on this body, in compliance with the provisions of Paragraph 8 of this article.



No change proposed



No change proposed



No change proposed



No change proposed



No change proposed

142


Prohibitions Prohibitions No change proposed



No change proposed



No change proposed



No change proposed



No change proposed



No change proposed

Vacancy and replacements Vacancy and replacements No change proposed

Art. 26. It will be granted: Art. 26. It will be granted: No change proposed



No change proposed



No change proposed

143




No change proposed



No change proposed



No change proposed



No change proposed



No change proposed



No change proposed



No change proposed



No change proposed

Representation and constitution of proxies Representation and constitution of proxies No change proposed

Art. 27. The judicial and extrajudicial representation and the constitution of proxies of the Bank are incumbent, individually, upon the President or any of the Vice-Presidents

Art. 27. The judicial and extrajudicial representation and the constitution of proxies of the Bank are incumbent, individually, upon the President or any of the Vice-Presidents

No change proposed

144


and, within the limits of their duties and powers, upon the Officers. The grant of writ of mandate is incumbent upon the President, the Vice-Presidents and the Legal Officer.

and, within the limits of their duties and powers, upon the Officers. The grant of writ of mandate is incumbent upon the President, the Vice-Presidents and the Legal Officer.

Paragraph 1 - The power of attorney shall state the acts or operations that shall be carried out as long as it is effective and may be separately conferred by any member of the Executive Board, pursuant to the provisions of Paragraph 2 of Art. 29 of these Bylaws. The power of attorney may be valid for an indefinite term

Paragraph 1 - The power of attorney shall state the acts or operations that shall be carried out as long as it is effective and may be separately conferred by any member of the Executive Board, pursuant to the provisions of Paragraph 2 of Art. 29 of these Bylaws. The power of attorney may be valid for an indefinite term

No change proposed



No change proposed

Duties of the Executive Board Duties of the Executive Board No change proposed



No change proposed

Duties of the Board of Officers Duties of the Board of Officers No change proposed

Art. 29. The following are duties of the Board of Officers: Art. 29. The following are duties of the Board of Officers: No change proposed



No change proposed

145




No change proposed



No change proposed



No change proposed



No change proposed



No change proposed



No change proposed



No change proposed



No change proposed



No change proposed

146




No change proposed



No change proposed



No change proposed



No change proposed



No change proposed



No change proposed

Individual duties of the members of the Executive Board Individual duties of the members of the Executive Board No change proposed

Art. 30. Each Executive Board member shall comply with and cause compliance with these bylaws, the resolutions of General Meetings and Board of Directors' meeting and joint decisions of the Board of Officers and Executive Board. They also have the following duties:

Art. 30. Each Executive Board member shall comply with and cause compliance with these bylaws, the resolutions of General Meetings and Board of Directors' meeting and joint decisions of the Board of Officers and Executive Board. They also have the following duties:

No change proposed

I – of the President I – of the President No change proposed

147




No change proposed



No change proposed



No change proposed



No change proposed



No change proposed



No change proposed

II – of each Vice-President: II – of each Vice-President: No change proposed



No change proposed

b) coordinate the meetings of the Executive Officers and of the Executive Board, when requested by the Chairman;

b) coordinate the meetings of the Executive Officers and of the Executive Board, when requested by the Chairman;

No change proposed

III – of each Officer: III – of each Officer: No change proposed



No change proposed

b) advise on works of the Management Board, in the sphere of the respective attributions; and,

b) advise on works of the Management Board, in the sphere of the respective attributions; and,

No change proposed

148




No change proposed



No change proposed

Paragraph 2 - The individual duties of the President, Vice-Presidents and the Officers will be exercised, in their absences or impediments in the form of art. 26, according to the provisions established in the Internal Regulations of the Executive Board and of the Board of Officers, the rules about competences the decision, the competent jurisdiction and other procedures fixed by the Board of Officers.

Paragraph 2 - The individual duties of the President, Vice-Presidents and the Officers will be exercised, in their absences or impediments in the form of art. 26, according to the provisions established in the Internal Regulations of the Executive Board and of the Board of Officers, the rules about competences the decision, the competent jurisdiction and other procedures fixed by the Board of Officers.

No change proposed


Art. 31. The operation of the Executive Board and of the Board of Officers will be regulated by means of their internal regulations, in compliance with this article.

Art. 31. The operation of the Executive Board and of the Board of Officers will be regulated by means of their internal regulations, in compliance with this article.

No change proposed



No change proposed

Paragraph 2 - The Board of Officers: Paragraph 2 - The Board of Officers: No change proposed



No change proposed



No change proposed

149




No change proposed



No change proposed

Section IV – Segregation of Duties Section IV – Segregation of Duties No change proposed



No change proposed



No change proposed



No change proposed



No change proposed

Section V – Committee with Board of directors Section V – Committee with Board of directors No change proposed

Audit committee Audit committee No change proposed

Art. 33. The Audit Committee, with the prerogatives, attributions and functions assigned by applicable laws and its Internal Regulations, will be formed by no less than three and no more than five effective members, most of which independent ones, with 3-year annual terms respecting the

Art. 33. The Audit Committee, with the prerogatives, attributions and functions assigned by applicable laws and its Internal Regulations, will be formed by no less than three and no more than five effective members, most of which independent ones, with 3-year annual terms respecting the

No change proposed

150


rule that the substitution of all members should not occur simultaneously.

rule that the substitution of all members should not occur simultaneously.

Paragraph 1 - Members can be reelected one single time, complying with the following conditions:

Paragraph 1 - Members can be reelected one single time, complying with the following conditions: No change proposed

I - up to 1/3 (one third) of the Audit Committee members are eligible to be reelected for the 3-year term of office;

I - up to 1/3 (one third) of the Audit Committee members are eligible to be reelected for the 3-year term of office; No change proposed

II - the remaining Audit Committee members are eligible to be reelected for the 2-year term of office.

II - the remaining Audit Committee members are eligible to be reelected for the 2-year term of office. No change proposed

Paragraph 2 - The members of the Audit Committee will be elected by the Board of Directors, in compliance with the provisions of these Bylaws, the applicable laws and regulations, minimum conditions of eligibility, prohibitions to exercise the duty, as well as the following criteria:

Paragraph 2 - The members of the Audit Committee will be elected by the Board of Directors, in compliance with the provisions of these Bylaws, the applicable laws and regulations, minimum conditions of eligibility, prohibitions to exercise the duty, as well as the following criteria:

No change proposed



No change proposed



No change proposed

III - at least one of the members of the Audit Committee shall have proven knowledge in the areas of corporate accounting and auditing.

III - at least one of the members shall have proven knowledge in the areas of corporate accounting and auditing.

Rewording for text standardization.

Not Applicable IV – at least one of the members shall have a Independent Board of Director member, as defined in art. 18, paragraph 7, Item I of these Bylaws.

Amendment to compliance with the State-Owned Enterprises Governance Program Regulation (article 27, paragraph 2, item III) and the New Market Regulation (article 22, item V, subitem "a"), effective as of January 2, 2018, (approved in a Restricted Hearing by the companies listed in June/2017 and by the CVM board in September/2017)

151


Not Applicable Paragraph 3 – The same member may accumulate the characteristics referred to in items III and IV of paragraph 2 of this article.

Amendment to include the provisions of art. 22, inc. V, item "c" of the New Market Regulation, effective as of January 2, 2018 (approved at a Restricted Hearing by the companies listed in June/2017 and by the CVM Board in September/2017).

Paragraph 3 - The Audit Committee member may only participate in the Audit Committee again after a minimum period of three (3) years has lapsed since the end of the previous term of office, observing Paragraph 1.

Paragraph 4 - The Audit Committee member may only participate in the Audit Committee again after a minimum period of three (3) years has lapsed since the end of the previous term of office, observing Paragraph 1.

Remunerated due to the inclusion of the new paragraph 3.
















152







No change proposed



No change proposed

a) Supervisory Board members; a) Supervisory Board members and the Committee Risk and Capital members;

Amended to reflect the provisions of the Coaud Internal Regulation



No change proposed



No change proposed






No change proposed

II – in the case of public officials, their remuneration for participation in the Audit Committee will be subject to the provisions established in the pertinent legislation and regulation;

II – in the case of public officials, their remuneration for participation in the Audit Committee will be subject to the provisions established in the pertinent legislation and regulation;

No change proposed

III – the member of the Audit Committee that is also a member of the Board of Directors shall opt for the remuneration relating to only one of the posts.

III – the member of the Audit Committee that is also a member of the Board of Directors shall opt for the remuneration relating to only one of the posts.

No change proposed

Paragraph 11 - At the end of the term of office, the former members of the Audit Committee are subject to the

Paragraph 12 - At the end of the term of office, the former members of the Audit Committee are subject to the


153


impediment provided for in Paragraph 6 of art. 24 of these Bylaws, in compliance with Paragraph s 7 to 11 of the same article.

impediment provided for in Paragraph 6 of art. 24 of these Bylaws, in compliance with Paragraph s 7 to 11 of the same article.







Remuneration and Eligibility Committee Remuneration and Eligibility Committee No change proposed

Art. 34. The Remuneration and Eligibility Committee, whose prerogatives, duties and responsibilities are provided for by the applicable legislation and regulations, shall be composed of five effective members, who will serve for a 2-year term of office, which can be extended for no longer than three consecutive times, pursuant to the rules in force.

Art. 34. The Remuneration and Eligibility Committee, whose prerogatives, duties and responsibilities are provided for by the applicable legislation and regulations, shall be composed of five effective members, who will serve for a 2-year term of office, which can be extended for no longer than three consecutive times, pursuant to the rules in force.

No change proposed

Paragraph 1 - The members of the Remuneration and Eligibility Committee will be elected by the Board of Directors, in compliance with the provisions of these Bylaws and within its Internal Rules.

Paragraph 1 - The members of the Remuneration and Eligibility Committee will be elected by the Board of Directors, in compliance with the provisions of these Bylaws and within its Internal Rules.

No change proposed



No change proposed



No change proposed

Paragraph 4 - A member of the Remuneration and Eligibility Committee that fails to appear, with or without justification, at three (3) consecutive meetings will be removed from office,

Paragraph 4 - A member of the Remuneration and Eligibility Committee that fails to appear, with or without justification, at three (3) consecutive meetings will be removed from office,

No change proposed

154


except in cases of force majeure or acts of God, and at any time, by decision of the Board of Directors

except in cases of force majeure or acts of God, and at any time, by decision of the Board of Directors



No change proposed



No change proposed



No change proposed



No change proposed



No change proposed

Paragraph 6 - The operation of the Remuneration and Eligibility Committee will be regulated by means of its internal regulation, approved by the Board of Directors, observing that the Committee will meet:

Paragraph 6 - The operation of the Remuneration and Eligibility Committee will be regulated by means of its internal regulation, approved by the Board of Directors, observing that the Committee will meet:

No change proposed



No change proposed



No change proposed

155




No change proposed



No change proposed



No change proposed

Committee of Risks and Capital Committee of Risks and Capital No change proposed

Art. 35. The Committee of Risks and Capital, whose duties and obligations are provided for in Law # 13303/16 and respective regulatory Decree, other applicable rules and regulations and in its Internal Rules, will be formed by four effective members with 2-year term of office, being allowed up to three consecutive reelections, pursuant to the existing rules.

Art. 35. The Committee of Risks and Capital, whose duties and obligations are provided for applicable rules and regulations and in its Internal Rules, will be formed by four effective members with 2-year term of office, being allowed up to three consecutive reelections, pursuant to the existing rules.

Exclusion of reference to Law 13,303/16 and its Regulatory Decree, since the Risks and Capital Committee was established by CVM Resolution 4,557/2017.



No change proposed



No change proposed



No change proposed



No change proposed

156




No change proposed

Section VI – Internal Audit Section VI – Internal Audit No change proposed



No change proposed

Sole Paragraph. The incumbent of the Internal Audit department will be chosen from among active employees of the Bank and appointed and dismissed by the Board of Directors, in compliance with the provisions of art. 22, Paragraph 3, I, of these Bylaws

Paragraph 1 - The incumbent of the Internal Audit department will be chosen from among active employees of the Bank and appointed and dismissed by the Board of Directors, in compliance with the provisions of art. 22, Paragraph 3, I, of these Bylaws

Remunerated due to the inclusion of the paragraph 2.

Not Applicable

Paragraph 2 – The incumbent of the Internal Audit will have a three-year term of office, which may be extended for an equal period. Once the extension has been extended, the Board of Directors may, by means of a reasoned decision, extend it for another 365 days.

Included the term of the Auditor General, in accordance with the provisions of Resolution CGPAR 21 on January 18, 2018.

Section VII – Ombudsman Office Section VII – Ombudsman Office No change proposed

Art. 37. The Bank will have an Ombudsman Office that will act as the communication channel with clients and users of products and services, allowing them to seek solutions for

Art. 37. The Bank will have an Ombudsman Office that will act as the communication channel with clients and users of products and services, allowing them to seek solutions for

No change proposed

157


problems in their relationship with Banco do Brasil, through filing of demands.

problems in their relationship with Banco do Brasil, through filing of demands.



No change proposed



No change proposed



No change proposed

III -submit the final response to the demand in time; III -submit the final response to the demand in time; No change proposed



No change proposed



No change proposed



No change proposed



No change proposed

Paragraph 4 - The role of Ombudsman will be performed by an active employee, holder of a post compatible with the duties of the Ombudsman office and who will have a term of

Paragraph 4 - The role of Ombudsman will be performed by an active employee, holder of a post compatible with the duties of the Ombudsman office and who will have a term of

Alteration of the term of office and competence for appointment of the Ombudsman, in accordance with the

158


office of one (1) year, renewable for equal periods, designated and removed, at any time, by the Bank’s President.

office of three (3) years, renewable for equal periods, designated and removed, at any time, by the Board of Directors.

guidelines of Resolution CGPAR 21 on January 18,2018.

Not Applicable

Paragraph 5 - After the extension referred to in paragraph 4 of this article, the Board of Directors may, by means of a reasoned decision, extend it for a further 365 days

Included the term of the Ombudsman , in accordance with the provisions of Resolution CGPAR 21 on January 18, 2018.

Paragraph 5 - The employee appointed to perform the role of Ombudsman must be skilled in topics related to ethics, rights and defense of consumer, and conflicts mediation.

Paragraph 6 - The employee appointed to perform the role of Ombudsman must be skilled in topics related to ethics, rights and defense of consumer, and conflicts mediation.

Amended in accordance with the provisions of Resolution CGPAR 21, on January 18, 2018 and remunerated due to the inclusion of the new paragraph 5.






No change proposed



No change proposed

III - ethical conduct incompatible with the role’s dignity; III - ethical conduct incompatible with the role’s dignity; No change proposed



No change proposed

Paragraph 7 – In the dismissal procedure referred in items II, III and IV of the Paragraph 6 above, the incumbent will have his/her rights to appeal and to full defense ensured.

Paragraph 8 – In the dismissal procedure referred in items II, III and IV of the Paragraph 6 above, the incumbent will have his/her rights to appeal and to full defense ensured.


Paragraph 8 - The employee designated to perform the duties of ombudsman will not receive any remuneration other than that established for the commission that she/he originally occupies.

Paragraph 9 - The employee appointed to perform the duties of ombudsman will not receive any remuneration other than that established for the commission that s/he originally occupies.

Amended in accordance with the provisions of Resolution CGPAR 21, on January 18, 2018 and remunerated due to the inclusion of the new paragraph 5.

159


Section VIII Section VIII - Management of Risks and Internal Controls Document formatting

Management of Risks and Internal Controls Exclusion Amended to the previous line for document formatting.



No change proposed



No change proposed



No change proposed



No change proposed

CHAPTER VI – SUPERVISORY BOARD CHAPTER VI – SUPERVISORY BOARD No change proposed

Composition Composition No change proposed

160




No change proposed



No change proposed



No change proposed



No change proposed



No change proposed

161


Paragraph 5 - The members of Supervisory Board will take office as of their respective election whether they sign the related statements.

Paragraph 5 - The members of Supervisory Board will take office as of their respective election by signing of the instrument of investiture on the date of the election by the Shareholders Meeting.

The New Market Regulation effective as of January 2, 2018 (approved in a Restricted Hearing by the companies listed in June,2017 and by the CVM board in September,2017) determines that the term of investiture signed by the Board and Supervisory Board members provides for compliance with the clause arbitration (referred to in Article 53 of these Bylaws).

Paragraph 6 - Supervisory Board, on the date of election, shall sign the Statement of Consent from Supervisory Board Members for compliance with the Novo Mercado Listing Rules set out by the São Paulo Stock Exchange (BOVESPA).

Paragraph 6 - The term of investiture mentioned in paragraph 5 of this article shall be subject to the arbitration clause referred to in art. 53 of these Bylaws, in accordance with the B3’s New Market Regulation.




No change proposed



No change proposed



No change proposed



No change proposed



No change proposed



No change proposed

162


Disclosure and other requirements Disclosure and other requirements No change proposed



No change proposed



No change proposed

Fiscal year Fiscal year No change proposed



No change proposed

Financial statements Financial statements No change proposed



No change proposed



No change proposed



No change proposed

II – statement of added-value; II – statement of added-value; No change proposed

III – comments on consolidated performance III – comments on consolidated performance No change proposed

163




No change proposed



No change proposed



No change proposed



No change proposed



No change proposed



No change proposed

Distribution of profit Distribution of profit No change proposed



No change proposed

I – Formation of legal reserve; I – Formation of legal reserve; No change proposed



No change proposed



No change proposed

IV – in relation to the balance remaining after the prior uses: IV – in relation to the balance remaining after the prior uses: No change proposed

a) setting up of the following statutory reserves: a) setting up of the following statutory reserves: No change proposed

164




No change proposed



No change proposed



No change proposed



No change proposed



No change proposed



No change proposed



No change proposed

Compulsory dividend Compulsory dividend No change proposed



No change proposed

165




No change proposed

Paragraph 2 - The amounts of the dividends due to the shareholders will incur incidence of financial charges as set forth in the legislation, from the closing of the semester or of the fiscal year in which they are determined up to the day of effective deposit or payment, without prejudice to the incidence of interest on arrears when this payment is not verified on the date stipulated by law, by the General Meeting or by decision of the Board of Officers.

Paragraph 2 - The amounts of the dividends due to the shareholders will incur incidence of financial charges as set forth in the legislation, from the closing of the semester or of the fiscal year in which they are determined up to the day of effective deposit or payment, without prejudice to the incidence of interest on arrears when this payment is not verified on the date stipulated by law, by the General Meeting or by decision of the Board of Officers.

No change proposed



No change proposed

Interest on own capital Interest on own capital No change proposed



No change proposed



No change proposed



No change proposed

CHAPTER VIII – RELATIONSHIP WITH THE MARKET CHAPTER VIII – RELATIONSHIP WITH THE MARKET No change proposed

166


Art. 49. The Bank shall: Art. 49. The Bank shall: No change proposed



No change proposed



No change proposed

a) the annual calendar of corporate events; a) the annual calendar of corporate events; No change proposed



No change proposed



No change proposed



No change proposed

a) referred to in articles 44 and 45 of these Bylaws; a) referred to in articles 44 and 45 of these Bylaws; No change proposed



No change proposed



No change proposed



No change proposed

a) assurance of access, to all the interested investors, or, a) assurance of access, to all the interested investors, or, No change proposed



No change proposed

CHAPTER IX - MISCELLANEOUS CHAPTER IX - MISCELLANEOUS No change proposed

Admission to the Bank’s staffs Admission to the Bank’s staffs No change proposed

167


Art.50. Only Brazilians will be granted admission to the Bank’s staffs in the country.

Art.50. Only Brazilians will be granted admission to the Bank’s staffs in the country. No change proposed



No change proposed

Art. 51. Admission to the staffs of the Bank will take place through approval in a public competitive examination test.

Art. 51. Admission to the staffs of the Bank will take place through approval in a public competitive examination test. No change proposed

Paragraph 1 - The Bank’s employees are subject to labor legislation and to the internal regulations of the company:

Paragraph 1 - The Bank’s employees are subject to labor legislation and to the internal regulations of the company:

No change proposed



No change proposed

Official publications Official publications No change proposed



No change proposed

Arbitration Arbitration No change proposed

Art. 53. The Bank, its shareholders, senior managers and Supervisory Board members agree to resolve through arbitration, before the market's Listing Regulations, any and all disputes or controversies that may arise among them, especially those related to or arising from the application, validity, effectiveness, construction, violation and related effects of the provisions of the Corporate Law, the Bank’s bylaws, the rules issued by the National Monetary Council, the

Art. 53. The Bank, its shareholders, senior managers and Supervisory Board members agree to resolve through arbitration, before the market's Listing Regulations, any and all disputes or controversies that may arise among them, especially those related to or arising from the application, validity, effectiveness, construction, violation and related effects of the provisions of the Corporate Law, the Bank’s bylaws, the rules issued by the National Monetary Council, the

Replacement of the term "BM&FBOVESPA (or other company name attributed to it)" by "B3", given the approval of the new company name, after BM&FBovespa merged with CETIP and formal standardization with art. 1, paragraph 3, of the Bylaws.

168


Brazilian Central Bank and the Securities and Exchange Commission, as well as other rules applicable to the capital market’s overall operation, those provided for by the Novo Mercado Listing Rules of BM&FBOVESPA, the Arbitration Rules of the Arbitration Chamber, the contract for participation, and the Novo Mercado Sanction Rules.

Brazilian Central Bank and the Securities and Exchange Commission, as well as other rules applicable to the capital market’s overall operation, those provided for by the B3’s New Market Regulation, the Arbitration Regulation, the contract for participation, and the New Market Sanction Regulation.



No change proposed



No change proposed



No change proposed



No change proposed



No change proposed

Sale of controlling interest Sale of controlling interest No change proposed

169


Art. 55. The direct or indirect sale of the Bank’s controlling interest, both by means of a single operation, and by means of successive operations, can only be contracted under the suspensive or resolutive condition, that the acquirer undertakes to, in compliance with the conditions and terms provided for in the current legislation and in the Listing Regulation of the New Market of BM&FBOVESPA, organize a public offering of acquisition of the shares of the other shareholders, guaranteeing that these receive treatment equal to that provided to the selling controlling shareholder.

Art. 55. The direct or indirect sale of the Bank’s controlling interest, both by means of a single operation, and by means of successive operations, can only be contracted under the suspensive or resolutive condition, that the acquirer undertakes to, in compliance with the conditions and terms provided for in the current legislation and in the B3’s New Market Regulation, organize a public offering of acquisition of the shares of the other shareholders, guaranteeing that these receive treatment equal to that provided to the selling controlling shareholder.

Replacement of the term "BM&FBOVESPA (or other company name attributed to it)" by "B3", given the approval of the new company name, after BM&FBovespa merged with CETIP and formal standardization with art. 1, paragraph 3, of the Bylaws.

Paragraph 1 - The public offering, set forth in the main provision of this article, shall also be held when there is (i) onerous assignment of rights to subscription of shares and of other bills or rights relating to securities convertible into shares, which result in the transfer of ownership of the Bank; or (ii) in case of transfer of ownership of a company that has control over the Bank, whereas in this case, the transferring controlling shareholder shall be obligated to declare to BM&FBOVESPA the value attributed to the Bank in this transfer of ownership and to attach documentation supporting this amount.

Paragraph 1 - The public offering, set forth in the main provision of this article, shall also be held when there is (i) onerous assignment of rights to subscription of shares and of other bills or rights relating to securities convertible into shares, which result in the transfer of ownership of the Bank; or (ii) in case of transfer of ownership of a company that has control over the Bank, whereas in this case, the transferring controlling shareholder shall be obligated to declare to B3 the value attributed to the Bank in this transfer of ownership and to attach documentation supporting this amount.

Replacement of the term "BM&FBOVESPA (or other company name attributed to it)" by "B3", given the approval of the new company name, after BM&FBovespa merged with CETIP.

Paragraph 2 - The party that acquires controlling interest, under a share purchase agreement entered into with the controlling shareholder, involving any quantity of shares, shall be obligated to: (i) consummate the public offering referred to in the main provision of this article; and (ii) pay, under the terms indicated below, a sum equivalent to the difference between the price of the public offering and the value paid for any shares purchased on an exchange in the six (6) months prior to the date of acquisition of controlling interest, duly restated up to the payment date. The aforesaid amount shall be distributed among all the persons that sold shares of the Bank at the trading sessions in which the acquirer made the purchases, in proportion to the daily net sales balance of each one, whereas BM&FBOVESPA is responsible for carrying the distribution into effect, under the terms of its regulations.

Paragraph 2 - The party that acquires controlling interest, under a share purchase agreement entered into with the controlling shareholder, involving any quantity of shares, shall be obligated to: (i) consummate the public offering referred to in the main provision of this article; and (ii) pay, under the terms indicated below, a sum equivalent to the difference between the price of the public offering and the value paid for any shares purchased on an exchange in the six (6) months prior to the date of acquisition of controlling interest, duly restated up to the payment date. The aforesaid amount shall be distributed among all the persons that sold shares of the Bank at the trading sessions in which the acquirer made the purchases, in proportion to the daily net sales balance of each one, whereas B3 is responsible for carrying the distribution into effect, under the terms of its regulations.

Replacement of the term "BM&FBOVESPA (or other company name attributed to it)" by "B3", given the approval of the new company name, after BM&FBovespa merged with CETIP.

170


Paragraph 3 - The selling controlling shareholder will only transfer the ownership of his or her shares if the buyer signs the Record of Consent of Controlling Shareholders. The Bank will only register the transfer of shares to the buyer, or to those that hold the Control Power, if this individual/these individuals sign(s) the Record of Consent of Controlling Shareholders to which the Listing Regulation of the “Novo Mercado” of BM&FBOVESPA alludes.

Exclusion

Exclusion of paragraph 3, since the New Market Regulation effective as of January 2, 2018 (approved in a Restricted Hearing by the companies listed in June, 2017 and by the CVM board in September, 2017) no longer requires submission to B3 of Terms of Consent.

Paragraph 4 - The Bank shall only register the shareholders agreement that provides for the exercise of Control if its signatories sign the Statement of Consent from Controlling Shareholders.

Exclusion

Exclusion of paragraph 4, since the New Market Regulation effective as of January 2, 2018 (approved in a Restricted Hearing by the companies listed in June, 2017 and by the CVM board in September, 2017) no longer requires submission to B3 of Terms of Consent.

Going Private Going Private No change proposed



No change proposed

171


Paragraph 1 - In the case of the Bank’s withdrawal from the New Market of BM&FBOVESPA, for the securities issued thereby to be henceforth registered for trading outside the New Market, or by virtue of a corporate reorganization operation in which the company resulting from this reorganization does not have its securities permitted for trading in the New Market, within one hundred twenty (120) days from the date of the general meeting that approved the aforesaid operation, the Controlling Shareholder shall carry out a public offering for purchase of the shares belonging to the other shareholders of the Bank, at a minimum, in the respective economic value, to be determined in an appraisal report prepared under the terms of Paragraph 3 of this Article and of the Sole Paragraph of Article 10 of these Bylaws, in compliance with the applicable rules of law and regulatory norms.

Paragraph 1 - In the case of the Bank’s withdrawal from the B3’s New Market, for the securities issued thereby to be henceforth registered for trading outside the New Market, or by virtue of a corporate reorganization operation in which the company resulting from this reorganization does not have its securities permitted for trading in the New Market, within one hundred twenty (120) days from the date of the general meeting that approved the aforesaid operation, the Controlling Shareholder shall carry out a public offering for purchase of the shares belonging to the other shareholders of the Bank, at a minimum, in the respective economic value, to be determined in an appraisal report prepared under the terms of Paragraph 3 of this Article and of the Sole Paragraph of Article 10 of these Bylaws, in compliance with the applicable rules of law and regulatory norms.

Replacement of the term "BM&FBOVESPA (or other company name attributed to it)" by "B3", given the approval of the new company name, after BM&FBovespa merged with CETIP



No change proposed



No change proposed

Art. 57. In the event there is no Controlling Shareholder, and if it is decided that the Bank shall withdraw from the New Market of BM&FBOVESPA, for the securities issued thereby to be registered for trading outside the New Market, or by virtue of a corporate reorganization operation, in which the company resulting from this reorganization does not have its securities permitted for trading in the New Market, within one hundred twenty (120) days from the date of the General Meeting that approved the aforesaid operation, the withdrawal

Art. 57. In the event there is no Controlling Shareholder, and if it is decided that the Bank shall withdraw from the B3’s New Market, for the securities issued thereby to be registered for trading outside the New Market, or by virtue of a corporate reorganization operation, in which the company resulting from this reorganization does not have its securities permitted for trading in the New Market, within one hundred twenty (120) days from the date of the General Meeting that approved the aforesaid operation, the withdrawal shall be dependent on the


172


shall be dependent on the occurrence of a public share offering under the same conditions provided in Article 56 of these Bylaws.

occurrence of a public share offering under the same conditions provided in Article 56 of these Bylaws.



No change proposed



No change proposed

Art. 58. The withdrawal of the Bank from the New Market of BM&FBOVESPA due to nonperformance of obligations contained in the New Market Regulation is dependent on the consummation of a public share offering, at a minimum, in the economic value of the shares, to be determined in the appraisal report referred to in the Sole Paragraph of Article 10 and Paragraph 3 of Article 56 of these Bylaws, in compliance with the applicable rules of law and regulatory norms.

Art. 58. The withdrawal of the Bank from the B3’s New Market due to nonperformance of obligations contained in the New Market Regulation is dependent on the consummation of a public share offering, at a minimum, in the economic value of the shares, to be determined in the appraisal report referred to in the Sole Paragraph of Article 10 and Paragraph 3 of Article 56 of these Bylaws, in compliance with the applicable rules of law and regulatory norms.




No change proposed



No change proposed

173




No change proposed



No change proposed

Free-floating shares Free-floating shares No change proposed



No change proposed

CHAPTER XI - TRANSITIONAL PROVISION CHAPTER XI - TRANSITIONAL PROVISION No change proposed



No change proposed

174

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. 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;

III. 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

performance culture and commitment to long-term results, the Board

Approved a specific regulation for the Matching Program, December 1st, 2017,

covering the members of the Executive Board.

175

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.




176

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.



Board of Directors member

177

TRADING OF TREASURY SHARES

OF THE BANCO DO BRASIL S.A

Pursuant to CVM Regulation 481, dated

December 17, 2009 - Attachment 20-B

178

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;

179

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.

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, 2015.

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

17th, 2015.

180

POWER OF ATTORNEY - MODELS

181

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 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 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].

[Shareholder’s name]

[Authenticated signature]

VOTE´S ORIENTATION

182

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