Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.  

 .

MESSAGE FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS AND FROM THE CHIEF EXECUTIVE OFFICER

Cidade de Deus, Osasco, SP, February 6, 2017

Dear shareholders,

We are pleased to invite you to the Special and Annual Shareholders' that we will hold cumulatively at 4 p.m. on March 10, at our headquarters in Osasco, SP, Núcleo Cidade de Deus, Prédio Vermelho, at the Salão Nobre of the 5^th floor, Vila Yara, in order to examine, discuss and vote on the matters of the Call Notice that we will publish in the official newspapers from tomorrow, February 7.

We must inform you that, pursuant to the laws in force, if it is not possible to attend the Meetings, from this year on Bradesco will adopt the remote voting system, a mechanism that will allow the shareholders through the simple remittance of the "Remote Voting Form", to exercise the right to vote without the need to be physically present or to previously grant a proxy for that purpose.

So, in this Manual we are making available to you, we highlight a chapter to discuss, in detail, this new system. In the other chapters, we seek to consolidate the largest number of possible information and the guidance to enable a thorough assessment for the decision-making process regarding the matters in our Agenda.

Registering our thanks for the support, preference and trust placed in Bradesco, we make ourselves available to you to provide further information.

Sincerely,

INFORMATION ON GENERAL MEETINGS

According to Article 132 of Law No. 6,404/76, Corporations should hold their Annual Shareholders’ Meeting in 4 (four) months following the end of the fiscal year, in order to deal with the following matters:

I.          to analyze the management accounts, examine, discuss and vote on the financial statements;

II.        to resolve on the allocation of the net income for the year and the distribution of dividends; and

III.      to elect the management and the fiscal council’s members.

Other matters that are interesting to the Company, when provided by law, bylaws or listed in the Call Notice, will be discussed and resolved at the Special Shareholders’ Meeting.

According to the Sole Paragraph of Article 131 of Law No. 6,404/76, the Special and Annual Shareholders’ Meetings may be cumulatively called and held at the same place, date and time, as well as drawn up in single minutes.

Using that power, we convene the cumulative Shareholders’ Meetings to be held on March 10, 2016, at 4:00 p.m., whose Call Notice, contained in this Manual, lists, segregated and expressly, on the agenda, all matters to be discussed in the respective Shareholders’ Meetings, and no other matter pending approval by the shareholders’ meeting shall be included.

The documents mentioned in Article 133 of Law No. 6,404/76, related to the fiscal year ended on December 31, 2016, were made available to national and foreign investors (BM&FBOVESPA, CVM, SEC, NYSE and LATIBEX) on February 2, 2017 and can also be visualized on the websites of BM&FBOVESPA (www.bmfbovespa.com.br) and of CVM (www.cvm.gov.br), as well as in Bradesco’s website (www.bradesco.com.br/ri).

On February 8, 2017, the following documents shall be published in the newspapers “Diário Oficial do Estado de São Paulo” and “Valor Econômico”:

I.          Management Report on the business and main administrative facts of the fiscal year ended;

II.        Financial Statements;

III.      Independent Auditors’ Report;

IV.      Fiscal Council’s Opinion; and

V.        Summary of the Audit Committee's Report.

All the other documents referring to the Shareholders’ Meetings are part of this Manual and are at the disposal of the shareholders at the Market Relations Department, in Núcleo Cidade de Deus, Prédio Vermelho, 3º andar, Vila Yara, Osasco, São Paulo, which may also be viewed

 on Bradesco, BM&FBOVESPA and CVM websites.

QUORUM

Pursuant to Article 125 of Law No. 6,404/76, save the exceptions provided for by law, the Shareholders’ Meeting will be installed, on first call, with the attendance of shareholders representing at least ¼ (one quarter) of the voting capital stock and, on second call, it shall be installed with any number of shareholders.

The Special Shareholders’ Meeting resolving on the amendment to the Bylaws, pursuant to Article 135 of Law No. 6,404/76, will be instated on first call with the attendance of shareholders representing at least 2/3 (two thirds) of the voting capital stock, and it may be installed with any number of shareholders on second call.

QUORUM FOR THE RESOLUTIONS

According to Article 129 of Law No.  6,404/76, the resolutions shall be taken by the absolute majority of votes, not computing the blank votes.

EXERCISE OF VOTING RIGHTS

Common Shareholders

Pursuant the Brazilian legislation and Bradesco’s Bylaws, common shareholders shall be entitled to vote on all matters listed in the Agenda, Except for the separate election of members of the Board of Directors and/or Fiscal Council that may be appointed exclusively by the minority shareholders, pursuant to the following items.

Preferred shareholders and non-controlling common shareholder

In relation to the election of members to compose the Board of Directors and the Fiscal Council, Law No. 6,404/76 – items 4 and 5 of the Annual Shareholders’ Meeting Agenda - establishes the possibility of preferred shareholders and common shareholders, not part of the controlling group, elect their candidates, in a separate vote, as follows:

-   Board of Directors (item 4 of the Annual Shareholders’ Meeting Agenda)

Pursuant to the provisions of Article 141, Paragraphs Four to Six of Law No. 6,404/76, will be entitled to elect and dismiss a Board of Director’s member, in a separate voting process, except the controlling shareholder, the majority of holders:

I.          of common shares that represent, at least, 15% (fifteen percent) of the total of common shares;

II.        of preferred shares that represent, at least, 10% (ten percent) of the capital stock; and

III.      verifying that neither the holders of common nor the holders of preferred shares comprise the quantity required in the items above, they will be entitled to combine their shares to elect jointly a member for the Board of Directors, taking into consideration the quorum of 10% (ten percent) of the capital stock.

Only shareholders that prove the uninterrupted ownership of shares required during the period of at least 3 (three) months immediately preceding the Shareholders’ Meeting will be entitled to elect or dismiss Board of Director’s members by means of separate voting process.

-   Fiscal Council (item 5 of the Annual Shareholders’ Meeting Agenda)

In the establishment of the Fiscal Council the following standards will be observed:

a)        the holders of preferred shares will be entitled to elect, in a separate voting process, 1 (one) member and his/her respective alternate; non-controlling common shareholders will have the same right, since there is in the market at least 10% (ten percent) or more of common shares issued by the Company;

b)        except for the provisions in the previous item, other common shareholders may elect the effective and alternate members that, in any case, shall be equal to the number of the elected members in accordance with subparagraph “a”, plus one.

HOLDERS OF AMERICAN DEPOSITARY RECEIPTS (ADRs)

Will be given to holders of American Depositary Receipts (ADRs) the right to vote on matters listed in the Agenda, subject to the same criteria applicable to domestic investors, according to the types of shares (common or preferred) their ADRs represent.

The ADR holders will be properly instructed by The Bank of New York Mellon, the depositary financial institution of ADRs backed by Bradesco's shares.

MULTIPLE VOTING PROCESS

Pursuant to CVM Instructions No. 165, of December 11, 1991, and No. 282 of June 26, 1998, to request the adoption of the multiple voting process in the election of the members of the Board of Directors, the requesting shareholders shall represent the minimum of 5% (five percent) of the Company’s voting capital.

As provided for in Paragraph One of Article 141 of Law No. 6,404/76, this right shall be exercised by shareholders within 48 (forty-eight) hours before the Shareholders’ Meeting, being the Presiding Board chairing the Meeting responsible for informing the shareholders in advance, in view of the “Attendance Book”, the number of votes necessary to elect each member of the Board of Directors.

The multiple voting process shall occur by assigning to each share as many votes as the members of the Board of Directors to be elected through the said system. The shareholder may accumulate votes in one

candidate or distribute them among several candidates. In this process, candidates will be nominated and elected individually, with their names registered before the Board of the Meeting.

PARTICIPATION IN THE SHAREHOLDERS’ MEETINGS

Attendance

The Company’s shareholders may take part in the Shareholders’ Meetings by attending the meetings at the place they are held and by casting their vote, according to the class of shares held by them (common and/or preferred) and the matters to be voted on.

Pursuant to the provisions in Article 126 of Law No. 6,404/76, shareholders must attend the Shareholders’ Meetings providing, in addition to their identification document, a certificate of ownership of the Company’s shares, issued by the depositary and/or custodian financial institution. The management recommends that referred certificate of ownership be sent within 2 (two) business days before the date of mentioned Shareholders’ Meetings.

Legal entities shareholders, such as Companies and Investment Funds, must be represented in accordance with their Bylaws, Articles of Incorporation or Charters, delivering the documents that evidence the good standing of the representation, having with them the Minutes of the election of Management, as the case may be, at the place and time indicated in item below.

Before the Meetings are installed, shareholders will sign the Attendance Book.

Shareholders without voting rights may attend the Shareholders’ Meeting and discuss all the matters submitted for resolution, in addition to the ones contained in items 4 and 5 of the Annual Shareholders’ Meeting.

Attorneys-in-fact

Shareholders may also be represented by an attorney-in-fact appointed not more than one year, provided that he/she is a shareholder, manager of Banco Bradesco S.A., lawyer or financial institution, being incumbent upon the investment fund manager to represent its condominium members, pursuant to Paragraph One of Article 126, of Law No. 6,404/76, and the power of attorney shall mandatorily bear a notarized signature of the grantor at the Notary. We also observe that the legal entities shareholders may be represented as their bylaws/articles of incorporation.

In order to help shareholders, the Power of Attorney Samples contained in this Manual may be used , in which case the attorney-in-fact shall vote in strict compliance with the instructions contained in the respective powers of attorney.

Optionally, the shareholders may also grant powers of attorney with different texts from those suggested herein, provided that they comply with the provisions of Law No. 6,404/76 and the Brazilian Civil Code.

When the shareholder is represented by an attorney-in-fact, the good standing of the power of attorney will be verified before the beginning of the Shareholders’ Meetings, as well as the ownership of shares.

In order to speed up the process and facilitate the works in the Meetings, the certificate of ownership of the shares and the power of attorney may, at the shareholder’s criteria, be sent to the Company’s headquarters, preferably, within 2 (two) business days before the date of the Shareholders’ Meetings, at Banco Bradesco S.A. – Secretaria Geral – Área Societária – Núcleo Cidade de Deus – 4^o andar of Prédio Vermelho - Vila Yara - Osasco, SP - CEP 06029-900. Copy of the documentation may also be sent by email to governancacorp@bradesco.com.br.

Before being sent to Bradesco, the corporate and representation documents of legal entities and investment funds written in a foreign language must be translated into Portuguese. The said translations must be registered in the Titles and Documents Registry.

Participation by Remote Vote

As provided for in Article 21-A and pursuant to CVM Instruction No. 481/2009, the Company's shareholders may also exercise their right to vote in shareholders' meetings through the remote voting process, to be formalized in an electronic document named as "remote voting form" (Form), whose  sample is available on the Corporate Governance area of Bradesco’s Investor Relations website (www.bradescori.com.br) or on CVM - Brazilian Exchange Commission’s website (http://sistemas.cvm.gov.br/?CiaDoc).

Bradesco informs that:

ü Common shareholders with positions held up to the date of the Meetings will be entitled to vote on all matters, except to the separate vote for the election of a member of the Fiscal Council appointed by the minority shareholders who are holders of preferred shares;

ü The minority shareholders who are holders of preferred shares with positions held up to the date of the Meetings are entitled to vote only in the separate vote process to elect member of the Fiscal Council appointed by the shareholder(s) holder of such type of shares;

ü If the shareholder decides for the adoption of the multiple voting process, it essentially must complete item 7 and 8, regardless of completing item 6 of the Form. In this case, the sum of the percentage of the votes among the candidates for the Board of Directors shall amount to 100% of the shares used. In order to make the understanding easier, as an example, if the shareholder wishes to distribute its votes in an equitable manner, the percentage allocated to each of the 8 candidates will be 12.5%.

The shareholder who decide to exercise his/her remote voting right must do so by one of the options described below:

I.          By delivering the Form, completed and signed, to one of Bradesco’s Branches

This option is intended exclusively to the shareholders with shares backed by Bradesco, as the registrar of shares issued by itself:

In order to offer a greater convenience to shareholders with a position in our Record Book of Shares, the entire Bradesco's Network of Branches in Brazil is available, during the business hours of the local bank,  to take measures for the shareholder to exercise its remote voting right.

To do so, the shareholder must take the following measures:

ü Access the ​​Corporate Governance area of Bradesco's Investor Relations website (www.bradescori.com.br) or the website of the Brazilian Securities and Exchange Commission - CVM (http://sistemas.cvm.gov.br/?CiaDoc), print the form, fill it out, initial each page and sign it.

ü  With the Form completed, initialed and signed and the documents listed in the table below, the shareholder must go to any of the 5,300 Bradesco’s Branches in up to seven (7) days before the Meeting date, i.e. up until March 3, 2017 (including this date), during the local bank's business hours, in order for the information in his/her Form to be transferred to Bradesco systems. Thus, the shareholder may monitor the transfer of its vote online.

ü  After voting, the shareholder will receive a proof of the completion of the transaction.

⁽¹⁾           Identity cards accepted: Identity Card, Identity Card of Foreigner, National Driving License, Passport and professional registration officially recognized

⁽²⁾           For investment funds, documents of the manager and/or administrator, pursuant to the voting policy.

Before being forwarded to Bradesco, corporate and representation documents of the legal entity and the investment fund drawn up in a foreign language must be translated into Portuguese. The said translations must be registered in the Titles and Documents Registry (a certified translation is not required).

Important: Forms received by the Company after the end of the bank’s business hours, on March 3, 2017, will be disregarded.

The Management highlights that the procedures above cannot be adopted for the holders of shares in custody at BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros and/or with any other custodian agent. In this case, the provisions of item II below must be observed.

II.        By vote instructions conveyed by the shareholders to its respective custody agents

This option is intended exclusively for the shareholders who own shares held in custody at BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BM&FBOVESPA). In this case, the remote voting shall be exercised by the shareholders in accordance with the procedures adopted by the Institutions and/or Brokers holding their positions in custody;

The holder of shares deposited at BM&FBOVESPA that chooses to exercise their remote voting right must do so by forwarding their voting instructions to the Institution and/or Broker (Custody Agent) holding their shares in custody, subject to the rules set forth by the latter, which, as a result, shall forward such vote statements to the Central Depository of BM&FBOVESPA.

Given that the services to receive and convey the instructions to complete the remote voting form is optional for Custody Agents, we recommend that the shareholders verify if their custodian is entitled to provide such services and also check the procedures set forth by them to issue the voting instructions, as well as the documents and information required by them.

Under Article 21-B of CVM Instruction 481/2009, the shareholder must send the instructions to complete the Form to their custodians within 7 days before the date of the Meeting, i.e. until March 3, 2017 (including this date), unless there is a different term established by their custodians.

Bradesco informs that, if your Custody Agent does not provide the remote voting service, the shareholder will have the option to send its Form and applicable documents directly to the Company itself, pursuant to item III below.

III.      By forwarding its vote instruction directly to the Company

If the shareholders wish to submit their voting instructions directly to the Company, they should access the ​​Corporate Governance area of Bradesco's Investor Relations website (www.bradescori.com.br) or the website of the Brazilian Securities and Exchange Commission - CVM (http://sistemas.cvm.gov.br/?CiaDoc), print the form, fill it out, initial each page and sign it.

After this, they should forward the Form duly completed, initialed and signed, along with certified copies of the documents listed in the table below, to the following address: Banco Bradesco S.A., Secretaria Geral – Área Societária, Núcleo Cidade de Deus, Prédio Vermelho, 4^o andar, CEP 06029-900, Osasco, SP, Brasil.

⁽¹⁾                Identity cards accepted: Identity Card, Identity Card of Foreigner, National Driving License, Passport and professional registration officially recognized

⁽²⁾                For investment funds, documents of the manager and/or administrator, pursuant to the voting policy.

We note that, before being sent to Bradesco, the corporate and representation documents of legal entities and investment funds written in a foreign language must be translated into Portuguese. The said translations must be registered in the Titles and Documents Registry (a certified translation is not required).

The shareholder may also, if it wishes, to anticipate the forwarding of documents to the Company, by sending scanned copies of the Form and the above documents to the email address governancacorp@bradesco.com.br. In any case, Bradesco must receive, up until March 3, 2017 (including this dater), in the Núcleo Cidade de Deus - 4^o andar do Prédio Vermelho - Vila Yara - Osasco, SP - CEP 06029-900, the original Form and the certified copy of the other documents send by e-mail by the shareholder.

In up to three (3) days after the receipt of such documents, the Company will notify the shareholders, through the electronic address informed by the shareholder in the Form^(*), regarding  the receipt of the documents and their acceptance.

 ^(*) The shareholder must appoint his/her e-mail in the third box of the Form (Instructions to complete the form).

The Form received by Bradesco which is not fully and regularly completed and/or is not accompanied by the supporting documents listed above will be disregarded.

The information on any Form and relevant documents disregarded will be sent by Bradesco through the electronic address provided by the shareholder in the Form, together with the necessary guidance for its rectification. In any case, the Form eventually rectified by the shareholder, as well as the documentation, must also be received by Bradesco until March 3, 2017 (including this date).

General Information

The Company highlights that:

ü    as established by Article 21-S of CVM Instruction 481, the Central Depositary of BM&FBOVESPA, when it receives voting instructions by the shareholders through their respective custodian agents, will disregard any divergent instructions in relation to the same resolution that may have been issued by the same Individual or Corporate Taxpayer's ID.

ü     after the period for remote voting ends, i.e. up until March 3, 2017 (including this date), the shareholder may not change the voting instructions already sent, unless he is present at the General Meeting or represented by proxy, through an explicit request to disregard the voting instructions sent through the Form, before casting the respective matter(s) to vote.

CALL NOTICE

Banco Bradesco S.A.

Corporate Taxpayer's ID No. 60.746.948/0001-12 - State Registry 35.300.027.795

Publicly-Held Company

Special and Annual Shareholders’ Meetings

CALL NOTICE

We invite the shareholders of this Company to meet at the cumulative Special and Annual Shareholders’ Meetings, on March 10, 2017, at 4 p.m., at the Company’s headquarters, Núcleo Cidade de Deus, Vila Yara, Osasco, São Paulo, at Salão Nobre do 5^o andar, Prédio Vermelho, in order to:

Special Shareholders’ Meeting

1)      resolve on the Board of Directors’ proposal to increase the capital stock in R$8,000,000,000.00, increasing it from R$51,100,000,000.00 to R$ 59,100,000,000.00, with bonus stock, by means of capitalization of part of the balance of the “Profit Reserves – Statutory Reserve”, according to the provisions of Article 169 of Law No. 6,404/76, by issuing 555,360,173 book-entry, registered shares, with no par value, of which 277,680,101 are common shares and 277,680,072 are preferred shares, to be attributed free of charge to shareholders at the ratio of 1 new share to each 10 shares of the same type they hold on the record-date, with the consequent amendment to the “caput” of Article 6 of the Bylaws; and

2)      resolve on the Board of Directors’ proposal to partially amend the Bylaws, (i) in item “p” of Article 9, regarding the Board of Directors’ duties to establish the compensation for the Audit Committee’s members;  (ii) in Paragraph Two of Articles 12 and 13, in the “caput” of Article 17 and in the Section III of Article 27, improving their wording; (iii) in Article 21, due to the change to the term of office and to formalize the criteria for the appointment and dismissal of the members of the Audit Committee; and (iv) in item “a” of Article 24, adjusting the minimum period to convene the Shareholders’ Meetings of the Company to comply with the provisions of Article 8 of CVM Instruction No. 559, of March 27, 2015.

Annual Shareholders’ Meeting

1)        acknowledge the management accounts and examine, discuss and vote on the Financial Statements related to the fiscal year ended on December 31, 2016;

2)        resolve on the Board of Directors’ proposal for the allocation of the net income of the fiscal year 2016;

3)        establish the number of members of the Board of Directors;

4)        elect the members of the Board of Directors, according to the provisions of Articles 141 and 147 of Law No. 6,404, of December 15, 1976, and of CVM Instruction No. 367, of May 29, 2002, being necessary, pursuant to the provisions of CVM Instructions No. 165, of December 11, 1991, and No. 282, of June 26, 1998, at least 5% (five percent) of the voting capital so that the shareholders may request the adoption of multiple voting process;

5)        elect the Fiscal Council’s members, observing the provisions of Article 161 and 162 of Law No.  6,404, of December 15, 1976;

6)        resolve on the overall compensation and the amount to support the Management’s Pension Plan; and

7)        resolve on the monthly compensation of the Fiscal Council’s effective members.

Participation in the Meetings: pursuant to Article 126 of Law No. 6,404, of December 15, 1976, and later amendments, in order to attend and resolve on the Shareholders’ Meetings, shareholder must observe that:

·           in addition to the identification document, he/she must also provide a certificate of ownership of the shares issued by the Company, issued by the custodian financial institution. For the holder of book-entry shares held in custody at Bradesco, the presentation of said certificate is waived;

·           in the event of impossibility to attend the Shareholders’ Meetings, the shareholder may also be represented by an attorney-in-fact appointed not more than one year, provided that he/she is a shareholder, manager of the Company, lawyer or financial institution, being incumbent upon the investment fund manager to represent its condominium members, observing that legal entities shareholders might also be represented according to their bylaws/articles of incorporation;

·           before being forwarded to the Company, the powers of attorney drawn up in foreign language must be translated into Portuguese and their translation must be registered at the Registry of Deeds and Documents;

·           in order to speed up the process and facilitate the works in the Shareholders’ Meetings, we request that the certificate of ownership of the shares, the power of attorney and any voting declarations be sent to the Company’s headquarters, preferably within 2 (two) business days before the date of the Shareholders’ Meetings, at Banco Bradesco S.A. – General Secretary – Corporate Area – Núcleo Cidade de Deus - 4^o andar do Prédio Vermelho - Vila Yara - Osasco, SP - CEP 06029-900. Copy of the documentation may also be sent by email to governancacorp@bradesco.com.br.

·           if you choose the remote voting process, up until March 3, 2017 (this date included) you must convey the instructions to complete the form, sending the said Remote Voting Form: 1) to the registrar of the Company's shares through all Bradesco’s Branch Network; or 2) to your custodians that provide this service in case of holders of shares deposited in the central depository or, in case of shares not deposited in the central depository; and 3) directly to the Company. For more information, see the rules of CVM Instruction 481/2009 and the procedures described in the Form made available by the Company, as well as on the said Manual for Participation in the Special and Annual Shareholders’ Meetings;

·           in any separate election to the Board of Directors, only the votes of shareholders who prove the uninterrupted ownership of the shareholding during the period of at least 3 (three) months immediately prior to the Shareholders' Meeting will be considered valid, as established in Paragraph Six of Article 141 of Law 6404/76.

________________________________________________________________________

Documents made available to shareholders: all legal documents and further information necessary for analysis and exercise of voting right are available to shareholders at the Market Relations Department, in Núcleo Cidade de Deus, Prédio Vermelho, 3º andar, Vila Yara, Osasco, São Paulo, and on the websites www.bradesco.com.br – Corporate Governance – Shareholders, BM&FBovespa (www.bmfbovespa.com.br) and CVM (www.cvm.gov.br).

Eventual clarifications may be obtained on the Investor Relations website - www.bradesco.com.br/ir – Corporate Governance, in the Bradesco’s Branches Network or via e-mail governancacorp@bradesco.com.br .

Cidade de Deus, Osasco, SP, February 6, 2017

Lázaro de Mello Brandão

Chairman of the Board of Directors

SPECIAL SHAREHOLDERS' MEETING

Proposal for the capital increase with a bonus of 10% in shares

Dear shareholders,

The Board of Directors of Banco Bradesco S.A. hereby submits, to be examined and resolved by you, proposal to increase the capital stock by R$8,000,000,000.00, going from R$51,100,000,000.00 to R$59,100,000,000.00, with bonus in shares, through the capitalization of part of the balance of the "Profit Reserve - Statutory Reserve", pursuant to Article 169 of Law No. 6,404/76, issuing 555,360,173 registered book-entry shares with no par value, being 277,680,101 common shares and 277,680,072 preferred shares, which will be allocated free of charge to the shareholders in the proportion of 1 new share for each 10 shares of the same type they hold on the base-date:

I.          Goals: the bonus operation’s purpose is to: a) increase the liquidity of the shares in the market, considering that the greater amount of outstanding shares will possibly generate a growth in the business; b) enable an adjustment in the shares price, making the unit price more attractive and accessible to a larger number of investors; and c) improve the compliance of the balance of the profit reserve with the legal limits.

II.        Data-Base of Right to Bonus Stock: it will be announced to the market after the approval of the respective process by the Central Bank of Brazil.

III.      Trading: current shares will continue to be traded with the right to bonus and the new shares shall be available for trading after the approval of the said process by the Central Bank of Brazil and the inclusion in the position of the shareholders, which will be dealt with in a notice to the market.

IV.      Right to Shares with Bonus – will be entitled to dividends and/or interest on own capital that may be declared as of the date of their inclusion in the position of shareholders. They are also entitled, in full, to any benefits attributed to other shares as of the aforementioned date.

V.        Monthly Interest on Shareholders’ Equity: will be maintained at R$0.017249826 per common share and R$0.018974809 per preferred share (gross), with the payment for the net amount of R$0.014662352 per common share and R$0.016128588 per preferred share, after the deduction of tax income at the source of 15% (fifteen percent). Will continue to be paid in accordance with the Systematics of Monthly Payment of Dividends/Interest on Equity. Income tax at the source does not apply to legal entities that are exempt from this tax. Thus, the total amount paid monthly to the shareholders will have an increase of 10%, after the inclusion of the new shares into its position.

VI.      Fractions of Shares: the bonus will always occur in whole numbers. Shares remaining unsubscribed arising from the fractions of shares will be separated, grouped in whole numbers and sold in an auction to be held at BM&FBOVESPA S.A. – Bolsa de Valores, Mercadorias e Futuros (BM&FBOVESPA). After the approval needed for the process by the Central Bank of Brazil and, prior to the sale, Bradesco will establish a period of no less than 30 days, during which the shareholders may transfer the fractions of shares, as provided for in Paragraph Three of Article 169 of Law No. 6,404/76. After the sale of the shares, the respective amounts will be made available to the shareholders entitled thereto. Other details will be announced to the shareholders in due course.

VII.    Cost of the Shares with Bonus: the cost attributed to the shares with bonus is of R$14.405066098 per share, regardless of the species, for the purposes of Article 10 of Law No. 9,249 of December 26, 1995 (with new wording granted by Law 12,973, of May 13, 2014), and Paragraph One of Article 58 of Instruction No.  1,585, of August 31, 2015, of the Internal Revenue Service.

VIII.  Additional Procedures - Payment of Fractions of Shares: the amounts resulting from the fractions of shares will be made available to the shareholders as follows:

a)        to those shareholders whose shares are deposited in the Company and with their registration and banking data up to date, through a credit to be made in the bank accounts at a Financial Institution appointed by them. Those whose such data is not updated should seek a Bradesco Branch of their choice with their Individual Taxpayer's ID, their Identity Card (RG) and their proof of residence to update their registration data and receive the respective amounts to which they are entitled to; and

b)        those whose shares are deposited at BM&FBOVESPA S.A., by means of the Institutions and/or Brokers that maintain their positions in custody.

If the proposal is approved, the "caput" of Article 6 of the Bylaws will be amended to reflect the increase of the stock capital, which will become effective with the following wording after the process is approved by the Central Bank of Brazil: "Article 6) The capital stock is 59,100,000,000.00 (fifty-nine billion and one hundred million reais), divided into 6,108,961,905 (six billion, one hundred and eight million, nine hundred and sixty-one thousand, nine hundred and five)book-entry, registered shares, with no par value, of which 3,054,481,112 (three billion, fifty-four million, four hundred and eighty-one thousand, one hundred and twelve) are common shares and 3,054,480,793 (three billion, fifty-four million, four hundred and eighty thousand, seven hundred and ninety-three) are preferred shares."

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Additional information may be found in the Attachment concerning the capital increase, in accordance with Attachment 14 required by Article 14 of CVM Instruction No. 481 of December 17, 2009.

Proposal for partial amendment to the Bylaws

Dear shareholders,

The Board of Directors of Banco Bradesco S.A. hereby submits, for your analysis and resolution, a proposal to partially amend the Bylaws, as follows:

(i)       in item “p” of Article 9, in order to express the criteria to establish the compensation  for the members of the Audit Committee;

(ii)     in Paragraphs Two of Articles 12 and 13, in the "caput" of Article 17 and section III of Article 27, improving their wording;

(iii)   in Article 21, due to the change of the term of office and to formalize the criteria for the appointment and dismissal of the members of the Audit Committee; and

(iv)    in item "a" of Article 24, adjusting the time limit to convene the Company's Shareholders Meetings to the provisions of Article 8 of CVM Instruction 559, of March 27, 2015. 

After the approval of the proposal, the above-mentioned statutory provisions will become effective with the following wording after the approval by the Brazilian Central Bank:

Article 9 - In addition to the duties set forth by law and these Bylaws, the Board's responsibilities and duties include the following: (…) p) to establish the remuneration of the Audit Committee members, observing the market’s parameters;

Article 12 - Paragraph Two - The requirements provided for in Items II of Articles 18 and 19 may be exceptionally waived by the Board of Directors up to the limit of one fourth (¼) of each of the position of the Board of Executive Officers, except in relation to the officers appointed to the positions of Chief Executive Officer and Executive Vice President.

Article 13 - Paragraph Two – The Company may also be represented by at least one (1) officer and one (1) attorney, or by at least two (2) attorneys, jointly, especially constituted by two (2) officers, as established in the previous paragraph, in which case the respective power of attorney must establish their powers, the acts they may practice and its duration.

Article 17 – “caput” - To occupy the position of Officer, the Officer must dedicate himself full time to the service of the Company. The holding of the position concurrently with other positions or professional activities is incompatible, except when of the Company’s interest, and at the discretion of the Board of Directors

Article 21 - The Company will have an Audit Committee constituted by three (3) to five (5) members of renowned technical expertise, being one (1) Coordinator, appointed and dismissible by the Board of Directors, with a five (5) years term of office, extending up to the investiture of new members appointed. Paragraph One – The members of the Audit Committee may only return to integrate the body after, at least, three (3) years from the end of the last reappointment allowed. Paragraph Two - Up to one-third (⅓) of the members of the Audit Committee may be reappointed to the body for one consecutive term, dismissed the interstices provided in Paragraph One. Paragraph Three - In addition to those provided for by law or regulations, these are also attributions of the Audit Committee: (…) b) to review financial statements including notes, management reports and independent auditors’ report, prior to their disclosure to the market; (…) Paragraph Four – The member of the Audit Committee may be dismissed by the Board of Directors at any time during its term of office, in the event of conflicts of interest, not fulfilling the duties of its position or if it underperforms the duties expected by the Organization. 

Article 24 - The Annual and Extraordinary General Meetings will be: a) convened with a minimum period of 30 (thirty) days in advance; b) presided by the Chairman of the Board, or, in his absence, by his statutory substitute, who will invite one or more shareholders to act as Secretaries.

Article 27 - The Net Income, as defined in Article 191 of the Law No.6404 as of December 15, 1976, accounted at every six-month or in the annual balance sheet will be allocated in the following order; II.constitution of the Reserves set forth in Articles 195 and 197 of the aforementioned Law No. 6404/76, subject to a proposal of the Board of Executive Officers, approved by the Board of Directors and resolved by the Shareholders’ Meeting; III. payment of dividends, proposed by the Board of Executive Officers and approved by the Board of Directors, which, added to interim dividends and/or interest on own capital referred to in paragraphs One and Two and three of this article, given that they are declared, guarantee to the shareholders, at every fiscal year, as amendatory minimum dividend, thirty per cent (30%) of the respective net income, adjusted by the decrease or increase of the amounts specified in items I, II and III of Article 202 of  the Law No.6404/76."

For additional information on the amendment of the Bylaws, required by Article 11 of CVM Instruction No. 481/09, see:

Detailing the origin and justification of the statutory amendments proposed and analysis of the legal and economic effects

Transcript of the consolidated Bylaws proposed

ANNUAL SHAREHOLDERS’ MEETING

Proposal for the net income allocation of the fiscal year 2016

Taking into account that Banco Bradesco S.A. obtained during the year ended on December 31, 2016 the net income of R$15,083,577,740.73, the Board of Directors hereby submits, for examination and resolution, the proposal to allocate as follows:

·           R$754,178,887.04 for the account of "Profit Reserve - Legal Reserve";

·           R$7,353,617,362.43 for the account of "Profit Reserve - Statutory Reserve"; and

·           R$6,975,781,491.26 for the payment of interest on equity, of which:

·           R$2,167,781,491.26 have been paid; and

·           R$4,808,000,000.00 will be paid on March 8, 2017, reaffirming that it will not be proposed to the Shareholders’ Meeting a new distribution of interest on equity/dividends for the 2016 year.

Additional information may be found in the Attachment concerning the allocation of the net income of the fiscal year , in accordance with Attachment 9-1-II of CVM Instruction No. 481 of December 17, 2009.

Proposals to establish the number of Board of Directors’ members and elect them

The controlling shareholders of Banco Bradesco S.A., represented pursuant to its Bylaws, hereby submit, for examination and resolution, observing the provisions of the “caput” of Article 8 of the Company’s Bylaws, a proposals for the:

·           Company’s Board of Directors to be comprised of, in the current fiscal year, 8 (eight) members; and

·           reelection of all the current members, Messrs.:

Clarify that its candidates filed, at Bradesco's headquarters, a statement, under penalty of law, that they fulfill the eligibility preconditions, pursuant to Articles 146 and 147 of Law No.6404/76 and to Resolution No. 4122/2012, of the National Monetary Council. Should they be elected, their names will be submitted to the approval of the Central Bank of Brazil, after which they will be invested to their offices for a term of one (1) year, extended until the investiture of the new members of the Board to be elected at the Annual Shareholders' Meeting to be held in 2018.

Finally, the Company states that:

·      the election of the Board members shall take place through individual vote; and

·      in case of a requirement for the adoption of the multiple voting system that complies with the applicable legal and regulatory requirements (caput and Paragraph One of Article 141 of Law 6404/1976 and CVM Instruction No. 165/1991), the number of members above mentioned may be increased by a decision to be taken by the shareholders at the same Meeting. In addition to the members mentioned above, up to two members of the board of directors may be elected at the Meeting by the minority shareholders in a separate vote, provided that the compliance with the requirements provided for in Paragraphs Four to Six of Article 141 of Law No. 6404/1976.

For additional information, see the Résumés of those appointed for the Board of Directors by the controlling shareholders, in compliance with Items 12.5 to 12.10 of Attachment 24 of CVM Instruction No. 480 of December 7, 2009, in accordance with Attachment A of CVM Instruction No. 552 of October 9, 2014.

Controlling Shareholders’ Proposal to elect members to compose the Fiscal Council

Article 20 of the Company's Bylaws  and Article 2 of the Internal Rules of the Fiscal Council and provide that the Fiscal Council shall be composed of three (3) to five (5) effective members and an equal number of alternates, shareholders or not.

Considering the provisions of letter “b” of Paragraph Four of Article 161 of Law No. 6,404/76, which gives  the shareholders voting rights (except the minority shareholders, to whom applies the letter “a” of Paragraph Four of mentioned Article) the possibility to elect the majority of the members of mentioned Body and their respective alternate members, acting as controlling shareholders, we hereby submit to you proposal for the election of the Fiscal Council’s members, all with 1 year term of office, until the Annual Shareholders’ Meeting to be held in 2018, indicating to compose it:

a)   as effective members:

b)   as alternates of the members above mentioned, respectively, Messrs.:

We clarify that our candidates filed at the Company’s headquarters a statement, under legal penalties, declaring that they are not prevented from performing the management of a commercial company due to criminal conviction and that they fulfill the conditions set forth in Article 162 of Law No. 6,404/76. Should they be elected, they will take office after their names are approved by the Central Bank of Brazil.

For additional information, see the Résumés of those appointed for the Fiscal Council by the controlling shareholders, in compliance with Items 12.5 to 12.10 of Attachment 24 of CVM Instruction No. 480 of December 7, 2009, in accordance with Attachment A of CVM Instruction No. 552 of October 9, 2014.

Appointment of candidates to compose the Fiscal Council formalized by preferred shareholder

Pursuant to item "a" of Paragraph Four of Article 161 of Law No. 6,404 of December 15, 1976, below we made available the names and qualifications of the candidates appointed by Mr. Roberto Kaminitz, non-controlling shareholder holder of preferred shares issued by the Company, to compose the Fiscal Council:

For additional information, see the Résumés of those appointed for the Fiscal Council by the preferred shareholders, in compliance with Items 12.5 to 12.10 of Attachment 24 of CVM Instruction No. 480 of December 7, 2009, in accordance with Attachment A of CVM Instruction No. 552 of October 9, 2014.

We suggest the shareholder holding preferred shares that eventually already has the intention of constituting attorney-in-fact to represent him/her in the Annual Shareholders’ Meeting, use the power of attorney sample, in order to exercise his/her voting right.

Appointment of candidates to compose the Fiscal Council formalized by non-controlling common shareholder

Pursuant to item "a" of Paragraph Four of Article 161 of Law No. 6,404 of December 15, 1976, below we made available the names and qualifications of the candidates appointed by Mr. Henrique Borenstein, non-controlling shareholder holder of common shares issued by the Company, to compose the Fiscal Council:

For additional information, see the Résumés of those appointed for the Fiscal Council by the non-controlling common shareholders, in compliance with Items 12.5 to 12.10 of Attachment 24 of CVM Instruction No. 480 of December 7, 2009, in accordance with Attachment A of CVM Instruction No. 552 of October 9, 2014.

We suggest the non-controlling shareholder holding common shares that eventually already has the intention of constituting attorney-in-fact to represent him/her in the Annual Shareholders’ Meeting, use the power of attorney sample,  in order to exercise his/her voting right.

Proposal for the overall Management compensation and social security amount

The Company’s Board of Directors of this Company hereby submits for your examination and resolution proposal for the compensation (fixed and variable), at the overall annual amount of up to R$335,000,000.00, and annual amount of up to R$345,000,000.00, to support the management’s social security, for the year 2017, highlighting that:

1)         the proposed values are consistent with the great experience of the Managers and their high degree of knowledge about the Company, given that most of them built their careers in the Organization itself, as well as the need to retain their talents in an increasingly competitive market; and

2)        it will be incumbent on the Remuneration Committee to continue assessing the corporate performance, the fulfillment of the objectives and the sustainability of the business, for the purpose of checking whether the results justify the distribution of the overall annual amount of the remuneration funds up to the limit proposed.

Pursuant to letter "n" of Article 9 of the Bylaws, the Board of Directors will decide the distribution of the annual overall amount of the remuneration and social security allowance to its own members and to the members of the Board of Executive Officers.

The Management clarifies that, for this fiscal year, is proposing to increase, by 36%, of the amount for remuneration (fixed and variable) and to fund the pension plan of the managers, noting that, since 2011, the said amount has not suffered changes. However, the cumulative inflation from March/2011 to December/2016, using as the INPC index, was of 47.6%, i.e. well above the percentage of the increase that is being proposed.

For further details, see the Attachment Information on the Remuneration of Managers, pursuant to Item 13 of Attachment 24 of CVM Instruction No. 480 of December 7, 2009

Proposal for the monthly compensation of the Fiscal Council’s effective members

The Board of Directors of this Company hereby submits for your examination and resolution proposal for the monthly compensation, at the amount of R$18,000.00 to each effective member of the Fiscal Council, for the year 2017, clarifying that:

a)        the proposed amount meets the provisions of Paragraph Three of Article 162 of Law No. 6,404, of December 15, 1976, which establishes that the compensation for the Fiscal Council’s will be determined by the Shareholders’ Meeting in which they are elected and they cannot be lower, for each member in office, to 10% (ten percent) of the monthly compensation that, on average, is attributed to each Officer as fixed compensation, without the payment, according to current legislation, of benefits, expense account and participation in the Company’s profit sharing, or any other denomination; and

b)        the alternate members are remunerated only when they replace the Effective Members, in the cases of vacancy, absence or temporary impediments.

For further details, see the Attachment Information on the Remuneration of Managers,  pursuant to Item 13 of Attachment 24 of CVM Instruction No. 480 of December 7, 2009.

ATTACHMENT 14 REQUIRED BY ARTICLE 14 OF CVM INSTRUCTION NO. 481, OF DECEMBER 17, 2009

1.    State the amount of the increase and of the new share capital.

Increase of R$8,000,000,000.00, raising the capital stock from R$51,100,000,000.00 to R$59,100,000,000.00.

2.    State if the increase will be carried out through: (a) the conversion of debentures or other debt securities into shares; (b) the exercise of the subscription rights or of the subscription warrant; (c) the capitalization of profits or reserves; or (d) the subscription of new shares

Increase through the capitalization of part of the balance of the "Profit Reserve - Statutory Reserve", in accordance with the provisions of Article 169 of Law No. 6,404/76, with a bonus of 10% in shares.

3.    Explain in detail the reasons for the increase and its legal and economic consequences

The capital increase aims to increase the liquidity of the shares in the market, considering that a greater amount of outstanding shares may generate a growth in the business, may enable an adjustment in the shares price, making the unit price more attractive and accessible to a larger number of investors and also improve the compliance of the profit reserve’s balance with the legal limits. The operation will produce legal effects solely by virtue of the assignment of ownership of 1 new share to each 10 shares of the same type previously held, getting preserved the ownership of all shareholders, without distinction, and economic effects arising from the increment of 10% in the total amount of interest on shareholders’ equity and/or dividends paid monthly, benefiting proportionally all shareholders. Will be held the monthly amount of interest on shareholders' equity and/or dividends per share, by changing the total amount due to the greater number of shares issued and received by the shareholders due to the bonus stock.

4.      Provide a copy of the audit committee's legal opinion, if applicable

Full transcription of the Fiscal Council Opinion registered in Special Meeting of mentioned Body, held on February 6, 2017: “Fiscal Council's Opinion - Banco Bradesco S.A. – The undersigned, members of the Fiscal Council of Banco Bradesco S.A., according to the provisions in Item III of Article 163 of Law No. 6,404/76, proceeding with the examination of the Board of Directors’ Proposal to increase the capital stock by means of capitalization of reserves with 10% bonus stock and the consequent amendment to the “caput” of Article 6 of the Bylaws, registered in  the Special Meeting, of said Body, held on this date, opine for the approval by the Company’s shareholders in the Special Shareholders’ Meeting to be held on March 10, 2017, at 4 p.m.” Cidade de Deus, Osasco, SP, February 6, 2017. signed) Luiz Carlos de Freitas, Domingos Aparecido Maia, José Maria Soares Nunes, Ariovaldo Pereira and João Carlos de Oliveira”.

5.      In case of capital increase through the subscription of shares

The capital stock increase will not be performed by subscription of shares, but through capitalization of profit reserves.

6.        In case of capital increase through the capitalization of profits or reserves

a.                  Inform whether the face value of shares will be changed, if applicable, or whether new shares will be distributed among shareholders

The Company’s shares, pursuant to statutory provision, have no par value, including the ones to be issued as a result of the capital stock increase proposed. The 555,360,173 shares to be issued are attributed free of charge to shareholders, as bonus stock, in the proportion of 1 new share to each 10 shares held of the same type the shareholders hold on the record-date.

b.   Inform whether the capitalization of profits or reserves will take place with or without change to the number of shares in the companies with shares with no par value

The capitalization proposed herein will increase the number of shares issued by the Company as follows:

c.    In the event of distribution of new shares

          i.          State the number of shares issued of each type and class

        ii.          Inform the percentage in shares to be received by shareholders

All shareholders will receive, as bonus stock, 10% of his/her stockholding position.

      iii.          Describe the rights, advantages and restrictions attributed to the shares to be issued

      iv.          Inform the acquisition cost, in reais per share, to be assigned so that the shareholders can attend the art. 10 of Law No. 9,249, of 26 December 1995

The cost attributed to the bonus shares is R$14.405066098 per share, regardless of the type of share.

        v.          Inform the treatment given to fractions, if applicable

The bonus share will always occur in whole numbers. The remaining shares resulting from fractions of shares will be separated, grouped into whole numbers and sold at an Auction to be held at BM&FBOVESPA S.A. – Bolsa de Valores, Mercadorias e Futuros (Securities, Commodities and Futures Exchange), whose date will be determined after the process is duly approved by the Central Bank of Brazil (BACEN).

After approval by BACEN and the realization of said auction, the respective amounts will remain available to shareholders entitled thereto.

d.  Inform the period set forth in Paragraph 3 of Article 169 of Law No. 6,404, as of 1976

Before the auction specified in item 6.c.v, the Company will establish a time limit of not less to 30 (thirty) days, during which the shareholders may transfer the fractions of shares.

e.  Inform and provide information and documents mentioned in item 5, when applicable

Not applicable.

7.    In case of capital increase by conversion of debentures or other debt securities into shares or through the exercise of subscription warrants

Not applicable

8.    The provisions in items 1 to 7 of this Attachment shall not apply to capital increases arising from option plan, in which case the issuer must inform: “...”

Not applicable

LEGAL AND ECONOMIC EFFECTS DERIVED FROM THE STATUTORY AMENDMENT

The amendment proposed to the “caput” of Article 6 of the Bylaws derives from Bradesco’s capital stock increase by means of capitalization of existing profit reserves and the resulting issuance of shares to be attributed free of charge to shareholders, as bonus stock, in the proportion of 1 new share to each 10 shares of the same type the shareholders hold on the record-date. Bradesco Management predicts that mentioned statutory amendment shall produce:

·      legal effects solely by virtue of the assignment of ownership of 1 new share for each 10 shares of the same type previously held by the shareholders, getting preserved the ownership of all shareholders, without distinction; and

·      economic effects arising from the increment of 10% in the total amount of interest on shareholders’ equity and/or dividends paid monthly, benefiting proportionally all shareholders. Will be held the monthly value of interest on shareholders' equity and/or dividends per share, by changing the total amount owing to the greater number of shares issued and received as a bonus by the shareholders.

Regarding the other statutory changes, are not expected any legal and/or economic effects as a result of the other amendments to the Bylaws, given that:

·      the amendment to item “p” of Article 9 only aims at expressing in the Bylaws the criteria to establish the compensation for the members of the Audit Committee;

·      the amendments to Paragraphs Two of Articles 12 and 13, of the "caput" of Article 17 and Section III of Article 27, are intended only to improve their wording, without amending their content;

·      the proposed amendment to Article 21 results: 1) from the change of the term of office from one (1) to five (5) years, maximum term of office allowed by the “caput” of Article 12 of the Regulation attached to the previously mentioned Resolution No. 3198, of May 27, 2004, of the National Monetary Council; and 2) formalize the criteria for the appointment and dismissal of the members of the Audit Committee, as well as the criteria to establish their remuneration to be formalized in item “p” of Article 9, remembering that the criteria mentioned are required by Paragraph One of the regulation attached to Resolution No. 3198.

·      the minimum period to convene the Shareholders' Meetings of the Company, provided for in Item "a" of Article 24, is being amended from 15 (fifteen) days to thirty (30) days in order to comply with  the provisions of Article 8 of CVM Instruction No. 559, of March 27, 2015, given that the Company is the issuer of shares working as collateral for the ADRs – American Depositary Receipts traded in the American Market (NYSE) and for the GDRs – Global Depositary Receipts traded in the European Market (Latibex), as long as the new term is complied with.

TRANSCRIPT OF THE BYLAWS CONTAINING THE AMENDMENT TO BE SUBMITTED TO THE SHAREHOLDERS AT THE SPECIAL SHAREHOLDERS’ MEETING

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ATTACHMENT 9-1-II OF INSTRUCTION NO. 481, REGARDING THE NET INCOME ALLOCATION OF THE YEAR

1.       Inform the annual net income

The net income for 2016 was of R$15,083,577,740.73.

2.      State the total amount and the amount per share of dividends, including interim dividends and interest on equity already declared

3.      State the percentage of net income distributed for the year

^(*) Withholding Income Tax does not consider exempt / immune shareholders

4.      Inform the overall amount and the amount per share of dividends distributed based on income of previous years

The distribution of dividends based on the income of previous years was not proposed.

5.      Inform, deducting the dividends already paid and interest on shareholders’ equity already declared:

a.         The gross amount of dividends and interest on capital, separately, per share of each type and class

Not applicable, given that no new dividends or interest on equity will be declared.

b.        The method and term of payment of dividends and interest on equity

Not applicable, given that no new dividends or interest on equity will be declared.

c.         Any restatement and interest on dividends and interest on equity

Not applicable, given that no new dividends or interest on equity will be declared.

d.        Date of the statement of the payment of dividends and interest on equity considered for the identification of shareholders entitled to receive them

Not applicable, given that no new dividends or interest on equity will be declared.

6.      If there has been a statement of dividends or interest on equity based on the net income recorded in the semiannual balance sheets or shorter periods

a.         State the amount of dividends or interest on equity already declared

1.        R$1,165,781,491.26, regarding the monthly Interest on Shareholders’ Equity, paid on the dates contained in the table of item b.1 below;

2.        R$1,002,000,000.00, regarding the Interim Interest on Shareholders’ Equity, declared on June 22, 2016 and paid on July 18, 2016;

3.      R$3,317,000,000.00 concerning the Extraordinary Interest on Shareholders’ Equity declared on September 30, 2016, to be paid on March 8, 2017; and

4.      R$1,491,000,000.00 concerning the Complementary Interest on Shareholders’ Equity declared on December 21, 2016, to be paid on March 8, 2017.

b.        State the date of the respective payments

1.        See the following table with payments of gross monthly interest on shareholders’ equity, at the amount of R$1,165,781,491.26:

2.      the value referring to Interim Interest on Shareholders’ Equity, in the amount of R$1,002,000,000.00, was paid on July 18, 2016;

3.      the amount concerning the Extraordinary Interest on Shareholders’ Equity, totaling R$3,317,000,000.00, will be paid on March 8, 2017; and

4.      the amount concerning the Complementary Interest on Shareholders’ Equity, totaling R$1,491,000,000.00, will be paid on March 8, 2017.

7.      Provide a comparative table indicating the following amounts per each type and class of share:

a.      Net income for the year and of the three (3) previous years

Note: book net income per share in 2013, 2014 and 2015 was adjusted by the bonus stock process that occurred in March 2016 to allow comparability.

b.      Dividends and interest on shareholders’ equity distributed in the 3 (three) previous   years

8. In case of allocation of profits to the legal reserve

a.      Identify the amount allocated to the legal reserve

 The amount allocated to the legal reserve was R$754,178,887.04.

b.      Explain in detail the manner of calculation of the legal reserve

The allocation of a portion of net income to legal reserve is established in Article 193 of Law No. 6,404/76 and has the purpose of ensuring the integrity of the capital stock.

5% (five percent) of the net income of the year 2016, in the amount of R$15,083,577,740.73, was allocated to the legal reserve.

On December 31, 2016, the amount of the legal reserve was R$6,807,127,336.88, which was equivalent to approximately 13.32% of the Company’s paid up capital on the same date.

9.      If the company owns preferred shares entitled to fixed or minimum dividends

a.      Describe the method for calculation of fixed or minimum dividends

The Company has no preferred shares entitled to fixed or minimum dividends.

b.      Inform on whether the income for the year is sufficient for full payment of fixed or minimum dividends

The Company has no preferred shares entitled to fixed or minimum dividends.

c.       Identify whether any unpaid installment is cumulative

The Company has no preferred shares entitled to fixed or minimum dividends.

d.      Identify the total amount of fixed or minimum dividends to be paid to each class of preferred shares

The Company has no preferred shares entitled to fixed or minimum dividends.

e.      Identify the total amount of fixed or minimum dividends to be paid to each class of preferred shares

The Company has no preferred shares entitled to fixed or minimum dividends.

10.  In relation to the mandatory dividend

a.      Describe the method of calculation provided in the Bylaws

The method of calculation is provided in the Articles 26 and 27 of the Bylaws, transcribed as follows:

 “Article 26) Balance sheets will be prepared at the end of each semester, on June 30 and December 31 of every year. The Board of Executive Officers, subject to the approval of the Board of Directors, may determine the preparation of balance sheets for shorter periods of time, including monthly balance sheets.

Article 27)  The Net Income, as defined in Article 191 of the Law No. 6,404 as of December 15, 1976, accounted at every six-month or in the annual balance sheet will be allocated in the following order:

I.            constitution of the Legal Reserve;

II.          constitution of the Reserves set forth in Articles 195 and 197 of the aforementioned Law No. 6404/76, subject to a proposal of the Board of Executive Officers, approved by the Board of Directors and resolved by the Shareholders’ Meeting;

III.        payment of dividends, proposed by the Board of Executive Officers and approved by the Board of Directors, which, added to interim dividends and/or interest on shareholders’ equity referred to in Paragraphs One and Two of this Article, given that they are declared, guarantee to the shareholders, at every fiscal year, as a mandatory minimum dividend, 30% (thirty per cent) of the respective net income, adjusted by the decrease or increase of the amounts specified in items I, II and III of Article 202 of mentioned Law No. 6,404/76 (note: the transcription of this section III takes into account the statutory amendment now proposed, on March 10, 2017).

Paragraph One - The Board of Executive Officers, subject to the approval of the Board of Directors, is authorized to declare and pay interim dividends, especially six-monthly dividends, resulting from Retained Earnings or existing Profits Reserves.

Paragraph Two - The Board of Executive Officers may, also, subject to the approval of the Board, authorize the distribution of profits to shareholders as interest on own capital, pursuant to specific legislation, in total or partial substitution of interim dividends, whose declaration is permitted by the foregoing paragraph or, further, in addition thereto.

Paragraph Three - Any interest eventually paid to the shareholders will be imputed, net of withholding income tax, to the mandatory minimum dividend amount for that fiscal year (30%), in accordance to Item III of the head of this Article".

b.      Inform whether it is being fully paid

The mandatory dividend is being fully paid.

c.       Inform the amount eventually withheld

The Company has no dividends withheld.

11.  If there is retention of mandatory dividend due to the company’s financial situation

a.      Inform the amount withheld

The Company has no dividends withheld.

b.      Describe, in detail, the financial situation of the company, including aspects related to the analysis of liquidity, working capital and positive cash flows

The Company has no dividends withheld.

c.       Justify the withholding of dividends

The Company has no dividends withheld.

12.  If there is allocation of income to the reserve for contingencies

a.      Identify the amount allocated to the reserve

There is no proposal for the allocation of the net income to the reserve of contingencies.

b.      Identify the loss considered probable and its cause

There is no proposal for the allocation of the net income to the reserve of contingencies.

c.       Explain why the loss was considered probable

There is no proposal for the allocation of the net income to the reserve of contingencies.

d.      Justify the reserve

There is no proposal for the allocation of the net income to the reserve of contingencies.

13.   If there was the allocation of profits to the unrealized profits reserve

a.      Inform the amount allocated to the unrealized profits reserve

There is no proposal for the allocation of net income to the reserve of profits to be realized.

b.      Inform the nature of unrealized profits that originated the reserve

There is no proposal for the allocation of net income to the reserve of profits to be realized.

14.   If there was the allocation of profits to the statutory reserves

a.      Describe the statutory clauses that establish the reserve

Pursuant to the legislation, the Article 28 of the Bylaws establishes that the net income balance, determined after all statutory allocations, shall have the allocation proposed by the Board of Executive Officers, approved by the Board of Directors, and resolved on at Shareholders’ Meeting, 100% (one hundred percent) may be allocated  to the Profits Reserve – Statutory, aiming to maintain the operating margin compatible with the development of the Company’s operations, up to the limit of 95% (ninety-five percent) of the amount of the paid up capital stock.

In the event that the proposal of the Board of Executive Officers regarding the allocation of Net Income for that fiscal year contains a provision for the distribution of dividends and/or payment of interest on shareholders’ equity in an amount in excess of the mandatory dividend established in Article 27, Item III, of the Bylaws, and/or retention of profits pursuant to Article 196 of  the Law No. 6,404/76 (with amendments of  the Law No.10,303/01), the Net Income balance for the purpose of constituting the reserve will be determined after the full deduction of such allocations.

b.      Identify the amount allocated to the reserve

The amount allocated to the reserve is R$7,353,617,362.43.

c.       Describe how the amount was calculated

The amount of R$7,353,617,362.43 is the result of the Net Income for the Year, deducted from the Legal Reserve and of Interest on Shareholders’ Equity paid and payable to the shareholders, as stated below:

15.   If there was the retention of profits provided for in the capital budget

a.      Identify the amount withheld

There is no proposal for the retention of profits provided in the capital budget.

b.      Provide a copy of the capital budget

There is no proposal for the retention of profits provided in the capital budget.

16.   If there was the allocation of profits for tax incentives

a.      State the amount allocated to the reserve

There is no proposal for the allocation of net income for the tax incentive reserve.

b.      Explain the nature of the allocation

There is no proposal for the allocation of net income for the tax incentive reserve.

Information in compliance with Items 12.5 to 12.10 of Attachment 24 of CVM Instruction No. 480, of December 7, 2009, pursuant to Attachment A of CVM Instruction No. 552, of October 9, 2014

Members appointed by the controlling shareholders to compose the Board of Directors:

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