MATERIAL FACT
Rule 12g3-2(b) Exemption # 82-35186
Pursuant to § 4 of Article 157 of Law no 6,404, dated December 15th, 1976, to CVM
(Brazilian Securities and Exchange Commission) Regulation 358, dated January 3rd, 2002,
and to CVM Regulation 10, from February 14th, 1980, Banco do Brasil S.A, hereby informs
that Banco do Brasil’s Board of Directors, in a meeting held on 05.18.2015, approved:
I – the closure of the Share Repurchase Program began in 06.06.2014; and
II – the beginning of a new Share Repurchase Program with the following characteristics:
a) objective: acquisition of shares to be held in treasury for sale or cancellation in the
future, without reducing the social capital, aiming to generate value to the
shareholders;
b) amount of shares to be acquired/disposal: up to 50 million shares;
c) term of the operation: up to 365 days, starting on 05/18/2015 and ending on
05/16/2016;
d) amount of shares outstanding: 1,411,929,905;
e) intermediate financial institutions (brokers): Votorantim CTVM Ltda, located at
Avenida das Nações Unidas nº 14.171 Torre A, 14º andar, São Paulo – SP, CEP:
04.794-000; Goldman Sachs do Brasil CTVM S.A, located at Av. Presidente
Juscelino Kubitschek 50 – 6º andar – Conjunto 61 – Vila Nova Conceição, CEP:
04.543-000; and Concórdia S.A CVMCC, located at Rua Líbero Badaró nº 425, 23º
andar, Centro, São Paulo – SP, CEP: 01.009-905.
2. The Operating Rules for Trading Shares for Treasury are available at www.cvm.gov.br
and www.bb.com.br/ir.
Brasília (DF), May 18th, 2015
José Maurício Pereira Coelho
CFO
OPERATING RULES FOR TRADING SHARES FOR TREASURY
Rules referred to in item II of the Material Fact from 05.18.2015.
1.
GENERAL PRINCIPLES
1.1
These Operating Rules for Trading Shares for Treasury (“RULES”) from Banco do
Brasil S.A. (“COMPANY”) refers to outstanding shares issued by the COMPANY
(“SHARES”) and establish the parameters to be observed by the COMPANY in
trading the SHARES in the spot market to be held in treasury, for cancellation or
sale. The rules aim to ensure to all stakeholders and market players the
COMPANY's commitment to high standards of corporate governance and
transparency in the conduct of such operations.
The responsibility of the Board of Officers of the COMPANY is to approve and/or
change these RULES, and the responsibility of the Finance Directorship is
managing and monitoring them.
1.2
2.
GENERAL CONDITIONS FOR SHARES TRADING
2.1
MEANS OF OPERATION OF THE SHARES BY THE COMPANY
2.1.1
2.1.2
The COMPANY will always trade the SHARES in standard amounts.
The daily volume of SHARES traded by the COMPANY will not exceed 20%
(twenty percent) of the average daily volume of SHARES traded in
BM&FBOVESPA in the 5 (five) market sessions preceding the execution of
purchase/sale of SHARES by the COMPANY.
The average daily volume refers to the SHARES traded in BM&FBOVESPA.
In the event of occurrences of a crisis or economic facts that bring about high
volatility in prices and/or low market liquidity, the daily trading volume may reach
100% (hundred percent) of the average daily volumes mentioned in subsection
2.1.2, respecting the limit of the COMPANY of keeping in treasury SHARES in an
amount not exceeding 10% (ten percent) of the outstanding shares in the market.
The COMPANY will not negotiate SHARES (i) in the first 30 (thirty) minutes (ii) nor
in the final 10 (ten) minutes of the regular trading session of continuous trading of
the BM&FBOVESPA, as well as in the auction pre-opening or in after-market.
2.1.2.1
2.1.2.2
2.1.3
2.2
Intermediation and Brokerage
2.2.1
The COMPANY will negotiate SHARES through a pool of financial institutions
(brokers).
3.
RESTRICTIONS ON TRADING
3.1
3.1.1
3.1.2
Operations are prohibited under the terms of these RULES when:
Any act or fact from the COMPANY is with pending disclosure;
A period of 15 (fifteen) days prior to the release of the quarterly information (ITR)
and annual (DFP) of the COMPANY is initiated;
A tender offering of COMPANY SHARES is in course;
The number of shares issued by the COMPANY and held in treasury exceeds 10%
(ten percent) of the class of ordinary SHARES outstanding at the market;
Involve the reduction of the social capital of the COMPANY and/or require the use
of resources exceeding the balance of profits or reserves available, listed in the
latest balance sheet of the COMPANY;
May create artificial demand, supply or price of the SHARES or involve unfair
practices;
3.1.3
3.1.4
3.1.5
3.1.6
3.1.7
3.1.8
Are not feasible within the BM&FBOVESPA;
Have as object actions not paid or belonging to the controlling shareholder.
4.
RULES VIOLATION
4.1
Any violation of these Rules will subject: (i) the COMPANY to sanctions
established by law and by the regulation in force, and (ii) persons directly or
indirectly involved in the business object of these RULES and which have caused
such violations to the penalties specified by COMPANY.