Business Context and Reporting Period
This Form 6-K filing by Banco Bradesco S.A. (Bank Bradesco) reports a material fact regarding a Special Meeting of the Board of Executive Officers held on December 10, 2012. The filing pertains to the fiscal year ending December 31, 2012, and details a proposal submitted to the Board of Directors for approval on December 21, 2012, concerning shareholder distributions.
Key Financial Metrics and Distributions
The filing focuses exclusively on shareholder return metrics rather than operational financial performance (revenue, profit, or cash flow). Key distribution figures for 2012 include:
- Complementary Interest on Shareholders' Equity: Proposed total of R$2,054,400,000.00.
- Per Share Amounts (Gross): R$0.512557736 per common share and R$0.563813510 per preferred share.
- Net Payment Amounts: R$0.435674076 per common share and R$0.479241484 per preferred share (net of 15% withholding tax for eligible shareholders).
- Total 2012 Distributions: R$3,628,514,903.10 (including monthly dividends, intermediary interest, monthly interest, and the proposed complementary interest).
- Payment Date: Scheduled for March 7, 2013.
The filing does not provide data on revenue, net income, operating margins, debt levels, or liquidity ratios.
Material Changes and Context
The proposed Complementary Interest represents approximately 27.2 times the amount of the monthly Interest on Shareholders' Equity. The filing notes a structural change in distribution policy during 2012: Monthly Interest on Shareholders' Equity replaced Monthly Dividends starting in August 2012. Additionally, a 10% increase in Monthly Dividends was approved in March 2012, effective from May 2012.
Outlook, Risks, and Management Commentary
Management indicated that the distributed Interest will be computed net of Withholding Income Tax for the calculation of mandatory Dividends for the fiscal year, as per the Company's Bylaws. The Company reserved the right to distribute new Interest and/or Dividends based on the final results determined at the end of the 2012 fiscal year. No specific risks or contingencies were detailed in this specific material fact report.
Investor Verification Checklist
- Verify the final approval of the Complementary Interest proposal by the Board of Directors on December 21, 2012.
- Confirm the record date of December 21, 2012, and the ex-right trading date of December 26, 2012.
- Check the actual payment execution on March 7, 2013, and the final net amounts received after tax withholdings.
- Review the full 2012 Annual Report (Form 20-F) for comprehensive revenue, profit, and balance sheet data not included in this filing.