Informação Prestada às Bolsas Estrangeiras
FORM 20-F
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _____ TO ______
OR
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 1-15250
(Exact name of Registrant as specified in its charter)
BANK BRADESCO
(Translation of Registrant's name into English)
(Jurisdiction of incorporation or organization)
Cidade de Deus S/N -
(Address of principal executive offices)
E-mail: [email protected]
Telephone: +55 11 2194-0922
Cidade de Deus S/N -
(
Securities registered or to be registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading |
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symbol(s) |
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American Depositary Shares, or ADSs (evidenced by American Depositary |
BBD |
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Receipts, or ADRs), each representing 1 preferred share |
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Preferred Shares |
New York Stock Exchange* |
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American Depositary Shares, or ADSs (evidenced by American Depositary |
BBDO |
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Receipts, or ADRs), each representing 1 common share |
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Common Shares |
New York Stock Exchange* |
*Not for trading, but only in connection with the registration of ADSs pursuant to the requirements of the
Securities registered or to be registered pursuant to Section 12(g) of the Act: None.
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None.
Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of
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5,330,304,681 |
Common Shares, without par value |
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5,311,865,547 |
Preferred Shares, without par value |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YesNo
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections. YesNo
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YesNo
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).YesNo
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of "large accelerated filer", "accelerated filer" and emerging growth company" in Rule 12b 2 of the Exchange Act:
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Large Accelerated Filer |
Accelerated Filer |
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Non-accelerated Filer |
Emerging Growth Company |
If an emerging growth company that prepares its financial statements in accordance with
The term "new or revised financial accounting standards" refers to any update issued by the
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).
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Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: |
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International Financial Reporting Standards as issued by the |
Other |
If "Other" has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.Item 17Item 18
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b 2 of the Exchange Act).
Yes No
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TABLE OF CONTENTS |
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ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS |
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ITEM 4. INFORMATION ON THE COMPANY |
36 |
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4.A. History and Development of the Company |
36 |
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4.B. Business Overview |
38 |
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4.C. Organizational Structure |
133 |
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4.D. Property, Plant and Equipment |
134 |
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ITEM 4.A. UNRESOLVED STAFF COMMENTS |
134 |
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ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS |
134 |
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5.A. Operating Results |
134 |
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5.B. Liquidity and Capital Resources |
150 |
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5.C. Research and Development, Patents and Licenses |
163 |
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5.D. Trend Information |
163 |
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5.E. Critical Accounting Estimates |
164 |
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ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES |
164 |
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6.A. Board of Directors and Board of Executive Officers |
164 |
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6.B. Compensation |
181 |
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6.C. Board Practices |
182 |
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6.D. Employees |
185 |
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6.E. Share Ownership |
187 |
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6.F. Disclosure of a registrant's action to recover erroneously awarded |
187 |
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compensation |
187 |
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ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS |
188 |
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7.A. Major Shareholders |
188 |
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7.B. Related Party Transactions |
191 |
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7.C. Interests of Experts and Counsel |
192 |
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ITEM 8. FINANCIAL INFORMATION |
192 |
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8.A. Consolidated Statements and other Financial Information |
192 |
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8.B. Significant Changes |
193 |
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194 |
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9.A. Offer and Listing Details |
194 |
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9.B. Plan of Distribution |
195 |
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9.C. Markets |
195 |
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9.D. Selling Shareholders |
197 |
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2- Form 20-F 2023 | Bradesco |
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9.E. Dilution |
197 |
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9.F. Expenses of the Issue |
197 |
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ITEM 10. ADDITIONAL INFORMATION |
197 |
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10.A. Share Capital |
197 |
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10.B. Memorandum and Articles of Association |
197 |
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10.C. Material contracts |
207 |
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10.D. Exchange controls |
207 |
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10.E. Taxation |
208 |
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10.F. Dividends and Paying Agents |
216 |
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10.G. Statement by Experts |
216 |
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10.H. Documents on Display |
217 |
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10.I. Subsidiary Information |
217 |
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10.J. Annual Report to Security Holders |
217 |
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ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
217 |
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ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES |
221 |
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12.A. |
221 |
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12.B. Warrants and Rights |
221 |
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12.C. Other Securities |
221 |
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12.D. American Depositary Shares |
221 |
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PART II |
222 |
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ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES |
222 |
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ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS |
222 |
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ITEM 15. CONTROLS AND PROCEDURES |
222 |
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ITEM 16. [RESERVED] |
223 |
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16.A. Qualified Member of the Audit Committee |
223 |
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16. |
223 |
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16.C. Principal Accountant Fees and Services |
224 |
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16.D. Exemptions from the listing standards for Audit Committees |
224 |
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16.E. Purchases of |
225 |
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16.F. Change in Registrant's Certifying Accountant |
226 |
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16.G. Corporate Governance |
226 |
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16.H. Mining Safety Disclosure |
229 |
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16.I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections |
229 |
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16.J. Insider Trading Policies |
229 |
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16.K. Cybersecurity |
229 |
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PART III |
239 |
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ITEM 17. FINANCIAL STATEMENTS |
239 |
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ITEM 18. FINANCIAL STATEMENTS |
239 |
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ITEM 19. EXHIBITS |
239 |
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SIGNATURES |
241 |
3- Form 20-F 2023 | Bradesco
PRESENTATION OF FINANCIAL AND OTHER INFORMATION
In this annual report, the terms "Bradesco", the "Company", the "Bank", the "
All references herein to "real", "reais" or "R$" refer to the Brazilian Real, the official currency of
Our audited consolidated statement of financial position as of
We use accounting practices adopted in
Some data related to economic sectors presented in this annual report was obtained from the following sources:
Certain figures included in this annual report have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.
References in this annual report to the "common shares" and "preferred shares" are to our common shares and our preferred shares, respectively, and together, our "shares". References to "preferred share ADSs" in this annual report are to preferred share American Depositary Shares, each representing one preferred share. The preferred share ADSs are evidenced by preferred share American Depositary Receipts, or preferred share ADRs, issued pursuant to an Amended and Restated Deposit Agreement, dated as of
References to "common share ADSs" in this annual report are related to our common share American Depositary Shares, with each common share ADS representing one common share. The common share ADSs are evidenced by common share American Depositary Receipts, or common share ADRs, issued pursuant to an Amended and Restated Deposit Agreement dated as of
References throughout this annual report to "ADSs" are to our preferred share ADSs and common share ADSs, together.
Throughout this annual report, we may indicate that certain information is available at different websites operated by us. None of the information on the websites referred to or mentioned in this annual report is part of or is incorporated by reference herein.
4- Form 20-F 2023 | Bradesco
FORWARD-LOOKING STATEMENTS
This annual report contains forward-looking statements as defined in Section 27A of the Securities Act of 1933, as amended, or the "Securities Act", and Section 21E of the Securities Exchange Act of 1934, as amended, or the "Exchange Act". These statements are based mainly on our current expectations and projections of future events and financial trends that affect or might affect our business. In addition to the items discussed in other sections of this annual report, many significant factors that could cause our financial condition and operating results to differ materially from those set out in our forward-looking statements, including, but not limited to, the following:
- the current instability in Brazilian macroeconomic conditions, together with the related political, economic and business uncertainties;
- global economic conditions and any disruptions and volatility in the global financial markets, including as a result of the military conflict between
Russia andUkraine , as well as the conflict betweenIsrael andHamas and their respective impacts on the global economy; - inflation, depreciation or appreciation of the real, and/or interest rate fluctuations, which may adversely affect our margins;
- risks of lending, credit, investments and our activities;
- our level of capitalization;
- cost and availability of funding;
- increases in defaults by borrowers and other loan delinquencies, which result in increases in loan loss allowances;
- customer losses or losses of other sources of revenues;
- our ability to execute our investment strategies and capital expenditure plans and to maintain and improve our operating performance;
- fluctuations in our revenues from new products and businesses;
- unfavorable decisions on legal or regulatory disputes or proceedings;
- the effectiveness of our risk management policies;
- increases in compulsory deposits and reserve requirements;
- incorrect pricing methodologies for insurance, pension plan and capitalization bond products and inadequate technical provisions in connection with each;
- competitive conditions in the banking, financial, credit card, payment solutions, asset management and insurance sectors and related industries;
- any failures in, or breaches of, our operational, security or technology systems and any failure to protect personal data;
- the fair value of securities, particularly Brazilian government securities;
- global force majeure events, such as the COVID-19 pandemic, other pandemics or similar diseases, and our ability to, in a timely and efficient manner, anticipate and respond to, or reduce the impacts of such events on our business, operations, cash flow, prospects, liquidity and financial condition;
- effects from socio-environmental issues, including new and/or more stringent regulations relating to these issues; and
- changes in laws and regulations, including by the
Central Bank of Brazil , applicable to us and our activities, and including, among others, those affecting tax matters.
5- Form 20-F 2023 | Bradesco
Words such as "believe", "expect", "continue", "understand", "estimate", "will", "may", "anticipate", "should", "intend", and other similar expressions identify forward-looking statements. These statements refer only to the date on which they were made, and we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information or any other event.
In light of these risks and uncertainties, the forward-looking statements, events and circumstances discussed in this annual report may not be accurate, and our actual results and performance could differ materially from those anticipated in our forward-looking statements. Investors should not make investment decisions based solely on the forward-looking statements in this annual report.
PART I
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
Not applicable.
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
Not applicable.
ITEM 3. KEY INFORMATION
3.A. [Reserved]
3.B. Capitalization and Indebtedness
Not applicable.
3.
Not applicable.
3.D. Risk Factors
In light of the complexity of our business and the range of products and services offered to our clients in all segments of the market, we are exposed to various types of risks. In this section, we present the material risks that may affect our activities or our shares and ADSs.
6- Form 20-F 2023 | Bradesco
Summary of risk factors
This section is intended to be a summary of more detailed discussions contained elsewhere in this annual report. The risks described below are not the only ones we face. Our business, operating results or financial condition could be harmed if any of these risks materialize.
Summary of risks relating to
- The Brazilian government exercises influence over the Brazilian economy, and Brazilian political and economic conditions have a direct impact on our business.
- Persistent high inflation can affect our revenues and our ability to access foreign financial markets.
- Changes in the base interest rate (SELIC) by the
Central Bank of Brazil may materially and/or adversely affect our margins and operating results. - The low growth rate of the Brazilian economy may adversely affect us.
- Developments and the perception of risk in
Brazil and other countries, especially emerging market countries, may adversely affect the market price of Brazilian securities, including our shares and ADSs. - Our investments in debt securities issued by the Brazilian government expose us to additional risks associated with
Brazil . - Changes in taxes and other fiscal assessments may adversely affect us.
- Our financial and operating performance may be adversely affected by epidemics, natural disasters and other catastrophes, such as the COVID-19 pandemic, which had a significant impact on our 2021 and 2020 results.
- Currency exchange rate variations may have an adverse effect on the Brazilian economy and on our results and financial condition.
- The increase in international interest rates could adversely impact global economic or market conditions.
- Conflicts and other geopolitical developments may affect risk appetite and commodity prices, and constitute an important risk for the global economic scenario.
Summary of risks relating to us and the Brazilian banking industry
- Our trading activities and derivative transactions, as well as investments in financial assets at fair value through profit or loss and at fair value through other comprehensive income, are not predictable and may cause material financial loss, which could lead to a significant impact on our results of operations.
- We may experience increases in our level of past due loans as our portfolio of loans and advances becomes more seasoned.
- We may incur losses associated with counterparty risk exposure.
- We may face significant challenges in gaining possession of, and realizing value from, collateral with respect to loans in default.
- We may incur losses due to impairment of goodwill from acquired businesses.
- A downgrade of our ratings may adversely affect our funding cost, our access to capital and debt markets, our liquidity and, as a result, our competitive position.
- Adverse conditions in the global credit and capital markets, as well as the value and/or perception of the value of Brazilian government securities, may adversely affect our ability to access funding in a cost-effective and/or timely manner.
7- Form 20-F 2023 | Bradesco
- Changes in regulations regarding reserve and compulsory deposit requirements may reduce operating margins.
- Adverse developments affecting the financial services industry, such as events or concerns involving liquidity, defaults, or non-performance by financial institutions or transactional counterparties, could adversely affect our ability to finance our assets.
- Our losses in connection with insurance claims may vary from time to time. Differences between the losses from actual claims and underwriting and reserving assumptions and the related insurance liabilities may have an adverse effect on us.
- We are responsible for claims of our clients if our reinsurers fail to meet their obligations under the reinsurance contracts.
- A failure in, or breach of, our operational, security or technological infrastructure and systems, or those of our suppliers, could temporarily interrupt our businesses and cause losses.
- The loss of members of senior management, or our ability to attract and maintain key personnel, could have a material adverse effect on us.
- We may be subject to negative consequences in the event of an adverse judgment in the judicial proceedings related to Operation Zealots.
- Financial institutions, like us, may be subject to legal proceedings arising due to certain actions by third parties related to corruption, money laundering and terrorism financing (ML/TF).
- Third parties may use us for criminal activities without our knowledge, which could expose us to additional liability and could have a material adverse effect on us.
- We may suffer losses due to employee misconduct.
- The Brazilian government regulates the operations of Brazilian financial institutions and insurance companies. Changes in existing laws and regulations or the imposition of new laws and regulations may negatively affect our operations and revenues.
- We are subject to regulation on an individual and a consolidated basis and may be subject to liquidation or intervention on a consolidated basis.
- The Brazilian Constitution previously established a ceiling on loan interest rates. If the Brazilian government enacts new legislation with similar effects in the future, our results of operations may be adversely affected.
- Any substantial increase or decrease in the interest rate ceiling could have a material effect on our financial condition, our results of operations or on the prospects of financial institutions based in
Brazil , including us. - We may incur penalties in case of non-compliance with data protection laws.
The Brazilian Supreme Court (STF) andBrazilian Superior Court of Justice (STJ) are currently deciding cases relating to the application of inflation adjustments during periods of hyperinflation inBrazil , which may increase our costs and result in losses.- As the regulatory framework for artificial intelligence and machine learning technology evolves, our business, financial condition and results of operations may be adversely affected.
- The increasingly competitive environment in the Brazilian banking and insurance segments may have a negative impact on our business prospects.
- Potential need to provide financial support for related entities, either due to insufficient capital and/or liquidity, relevant operational problems and dependence on services rendered by suppliers/partners may negatively impact our business performance.
8- Form 20-F 2023 | Bradesco
- Failure to adequately protect ourselves against risks relating to cybersecurity could materially and adversely affect us.
- We provide financings for projects carried out by clients which may result in negative socio- environmental impacts which, in turn, could negatively affect our results of operations and reputation.
- Climate change may have adverse effects on our business.
- Damage to our reputation could harm our business and outlook.
- We may make non-optimal business decisions due to flawed/deficient models, or inappropriate use of those models.
Summary of risks relating to our risk management and other risks
- Our risk management structure may not be fully effective.
- A majority of our common shares are held, directly and indirectly, by one shareholder and our Board of Directors is composed of 11 members, including four independent members; accordingly, the interests of non-independent members may conflict with those of our other investors.
Summary of risks relating to our shares, preferred share ADSs and common share ADSs
- The Deposit Agreements governing the ADSs provide that holders of the ADSs will only receive voting instructions if we authorize the depositary bank to contact those holders to establish voting instructions; and there are practical limitations we may give such holders on any ability to vote.
- Under Brazilian Corporate Law, preferred shareholders have limited voting rights; accordingly, preferred share ADS holders will have similar limitations on their ability to vote.
- The relative volatility and low liquidity of the Brazilian securities markets may substantially limit your ability to sell shares underlying the ADSs at the price and time you desire.
- If we do not pay dividends to holders of our common shares and preferred shares, no dividends will be paid to holders of ADSs.
- As an ADS holder you will have fewer and less well-defined shareholders' rights than in
the United States and certain other jurisdictions. - It may be difficult to bring civil liability causes against us or our directors and executive officers outside of
Brazil . - If we issue new shares or our shareholders sell shares in the future, the market price of your ADSs may be reduced.
- The payments on the ADSs may be subject to
U.S. withholding under the Foreign Account Tax Compliance Act (FATCA). - You may be unable to exercise preemptive rights relating to our shares.
- If you exchange your ADSs for their underlying shares, you risk losing Brazilian tax advantages and the ability to remit foreign currency abroad.
9- Form 20-F 2023 | Bradesco
Risks relating to
3.D.10 Macroeconomic risks
We continually monitor the macroeconomic risks that may materially impact our business, financial condition and results of operations. These risks are assessed by processes carried out in line with our governance structure.
3.D.10.01 Domestic environment
3.D.10.01-01 The Brazilian government exercises influence over the Brazilian economy, and Brazilian political and economic conditions have a direct impact on our business.
Investing in emerging market countries such as
Abrupt changes in monetary or fiscal policies, which are not justified by changes in the economic scenario, can generate uncertainties about economic policy, leading to the deterioration of expectations, amplifying volatility and negatively impacting the prices of domestic assets. Accordingly, economic policies and signals that are credible and transparent tend to keep macroeconomic volatility at low levels.
Historically,
Furthermore, legislative changes may have an adverse impact on our operations, performance, our business, financial condition and operating results. For more information on legislative changes, especially changes in tax‐related laws and regulations, see "3.D.10.01-07 Changes in taxes and other fiscal assessments may adversely affect us."
Uncertainty regarding economic and fiscal policies and the legal framework can harm the Brazilian economy and, consequently, our business, results of operations and financial condition.
3.D.10.01-02 Persistent high inflation can affect our revenues and our ability to access foreign financial markets.
Current economic policy in
10- Form 20-F 2023 | Bradesco
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