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 of the Chairman of the Board of Directors

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

Using this option, we summon Shareholders’ Meetings, cumulatively held on March 11, at 4 p.m., whose Call Notice, contained in this Manual, lists, separate and expressly, on the agendas all matters to be discussed in the Meetings, and no other matter pending approval by the shareholders shall be included.

The documents mentioned in Article 133 of Law No. 6,404/76, related to the fiscal year ended on December 31, 2018, are listed below:

I.          Management Report on the business and main administrative acts 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.

·      they were available, on January 31, 2019, to investors in Brazil (B3 S.A. - Brasil, Bolsa, Balcão – www.b3.com.br; and CVM – Brazilian Securities and Exchange Commission – www.cvm.gov.br) and to investors abroad (NYSE and LATIBEX) and, henceforth, they can be viewed on the websites mentioned above, as well as on Bradesco’s website (banco.bradesco/ri); and

·      they were published, on February 5, 2019, in the newspapers “Diário Oficial do Estado de São Paulo” and “Valor Econômico”.

All other documents referring to the Shareholders’ Meetings are part of this Manual and are at the disposal of shareholders at the Market Relations Department, Núcleo Cidade de Deus, Prédio Vermelho, 3º andar, Vila Yara, Osasco, São Paulo, and may also be viewed on Bradesco, B3 and CVM websites, as given above.

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 one quarter (1/4) of the voting capital stock and, on second call, it shall be installed with any number of shareholders.

The Special Shareholders’ Meeting, deciding 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 two thirds (2/3) of the voting capital stock and, on second call, it may be instated with any number of shareholders.

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

Common Shareholders

Pursuant to 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 candidates for members of the Fiscal Council that may be appointed exclusively by the preferred shareholders, pursuant to the following item.

Voting separately for the Fiscal Council

In relation to the election of members to compose the Fiscal Council, item 3 of the Annual Shareholders’ Meeting Agenda, Law No. 6,404/76 establishes the possibility for preferred shareholders and common shareholders, not part of the controlling block, to elect their candidates, in a separate vote, in which: a) the holders of preferred shares will be entitled to elect one (1) member and his/her respective alternate; and b) common shareholders will have the same right, as long as there is in the market at least ten percent (10%) or more of common shares issued by the Company.

Except for the provisions above, other common shareholders may elect the effective and alternate members that, in any case, shall be equal to the number of the member selected by minority shareholders, plus one.

Holders of American Depositary Receipts (ADRs)

The right to vote on the matters listed in the Agenda will be given to holders of American Depositary Receipts (ADRs), 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.

Attendance

The Company’s shareholders may take part in the Shareholders’ Meetings by attending the meetings at its headquarters and by casting their votes, 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. Management recommends that such certificate of ownership be issued at least two (2) 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 the item below.

Shareholders without voting rights may attend the Shareholders’ Meeting and discuss all the matters submitted for resolution, in addition to the ones contained in item 3 of the Annual Shareholders’ Meeting.

Attorneys-in-fact

Shareholders may also be represented by an attorney-in-fact appointed not more than one year prior, provided that he/she is a shareholder, manager of Bradesco, 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 set out in their bylaws/articles of incorporation. It is not mandatory that their attorneys be shareholders, managers of Bradesco, lawyers or a financial institution.

In order to help shareholders, the Power of Attorney Templates 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 using different texts from those suggested herein, provided that they contain, expressly, the powers granted and the precise identification of both the shareholder and the attorney.

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 proceedings in the Meetings, we request that the certificate of ownership of the shares, the power of attorney and eventual voting declaration, at the shareholder’s discretion, are sent to the Company’s headquarters, preferably, with at least two (2) business days before the Shareholders’ Meetings, at Banco Bradesco S.A. – Secretaria Geral – Área Societária – Núcleo Cidade de Deus – Prédio Vermelho, 4º andar – Vila Yara – Osasco, SP, Brazil –  CEP 06029-900. A copy of the documentation may also be sent by email to governancacorp@bradesco.com.br.

Before being sent to Bradesco, 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).

Participation by Remote Vote

As accounted for in Articles 21-A et seq. and pursuant to CVM Instruction No. 481/09, the Company's shareholders may also exercise their right to vote in shareholders' meetings through the remote voting process, to be formalized in a document named as "Remote Voting Form" (Form), whose template is available on the Corporate Governance area of Bradesco’s Investor Relations website (banco.bradesco/ri) or on the CVM – Brazilian Securities and Exchange Commission’s website (http://sistemas.cvm.gov.br/?CiaDoc).

Bradesco informs that:

ü  The common shareholders with positions held up to the date of the Meetings will be entitled to vote on all matters of the form, except in the separate vote for the election of the members of the Fiscal Council appointed EXCLUSIVELY 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 EXCLUSIVELY in the item of the Form regarding the separate vote process to elect members of the Fiscal Council appointed by the shareholder(s) holder(s) of such type of share.

The shareholder who decides to exercise their right to vote remotely 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 for 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 the necessary actions for the shareholder to exercise their 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 (banco.bradesco/ri) 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, as well as the documents listed in the table below, the shareholder must go to any Bradesco Branches, up until March 1, 2019, during the local bank's business hours, in order for the information in their Form, in their presence, to be transferred to Bradesco systems, receiving a proof of the completion of the voting process.

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

III.      By forwarding its vote instruction directly to the Company

This option may be used by all shareholders of the Company, both the holders of shares deposited in Bradesco, as custodian of the shares of their own issuance, and those holders of shares deposited in B3:

In case the shareholder chooses to direct his or her voting orientation directly to the Company, the following deadlines must be observed:

Whether it is sent in advance, according to the description in the table above, Bradesco requests that the shareholder should send, by post, a hard copy, of the Form together with hard copy of the documents indicated in the table below, for the timely receipt, by the cut-off date, which is March 8, 2019 (included), in its headquarters, at Núcleo Cidade de Deus, Prédio Vermelho, 4^o andar, Vila Yara, Osasco, SP, Brasil - CEP 06029-900.

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

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

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).

If the physical documentation indicated in the table above is not received in its headquarters by March 8, 2019, Bradesco will communicate to the shareholder that the votes cast via the Form will not be considered.

General Information

The Company highlights that:

ü  as established by Article 21-S of CVM Instruction No. 481/09, the Central Depositary of B3, upon receiving 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  when the period for remote voting ends, the shareholder may not change the voting instructions already sent, unless they are present at the Shareholders’ Meetings or represented by proxy, through an explicit request to disregard the voting instructions sent through the Form, before the respective matter(s) is cast to vote.

Participation through the electronic voting platform

For investors with shares in custody in B3 or directly with the bookkeeper, in addition to the participation processes listed above, Bradesco also allows the exercise of the right to vote electronically free-of-charge.

Thus, the shareholder that so desires, must access the link www.proxyvoting.com.br, request access to the voting platform and provide the necessary information to confirm their status as a shareholder of Bradesco.

Bradesco emphasizes that the procedure should be completed at least 72 hours before the time of the Meetings, i.e. up until March 8, 2019, at 4 p.m.

Additional information can be obtained on the phones and email address contained on the website of the electronic platform mentioned above.

Banco Bradesco S.A.

Corporate Taxpayer's ID No. 60.746.948/0001-12 - Company Registration No. 35.300.027.795

Publicly-Held Company

Special and Annual Shareholders’ Meetings

We invite the Company’s shareholders to meet at the cumulatively Special and Annual Shareholders’ Meetings to be held on March 11, 2019, at 4 p.m., at the Company’s headquarters, Núcleo Cidade de Deus, Vila Yara, Osasco, SP, Prédio Vermelho, at Salão Nobre, 5^o andar, for the resolutions listed below:

I.          Special Shareholders’ Meeting

1)        increase the capital stock by R$8,000,000,000.00, increasing it from R$67,100,000,000.00 to R$75,100,000,000.00, with bonus stock, by means of the capitalization of part of the balance of the “Profit Reserves – Statutory Reserve” account, according to the provisions of Article 169 of Law No. 6,404/76, by issuing 1,343,971,619 book-entry, registered shares, with no par value, of which 671,985,845 are common shares and 671,985,774 are preferred shares, to be attributed free of charge to shareholders at the ratio of 2 new shares to each 10 shares of the same type they hold on the base date, to be established after the approval of the process by the Central Bank of Brazil, with the consequent amendment to the “caput” of Article 6 of the Bylaws;

2)        change item “e” of Article 9 of the Bylaws, to adapt the term “Permanent Assets” to the “Non-Current Assets”, according to the legislation in force;

3)        change Article 21 of the Bylaws, pertinent to the term of office of the members of the Audit Committee, from five (5) to two (2) years;

4)        consolidate the Bylaws, with the amendments mentioned in items 1, 2 and 3 above.

II.        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, 2018;

2)        resolve on the Board of Directors’ proposal for the allocation of the net income of the fiscal year 2018;

3)        elect the Fiscal Council’s members, observing the provisions of Articles 161 and 162 of Law No. 6,404/76;

4)        resolve, for the 2019 fiscal year, on the overall management compensation, as well as the amount to support the Pension Plan and the amount regarding the pension contributions to the INSS borne by the Company; and

5)        to resolve, for the 2019 fiscal year, on the remuneration of the effective members of the Fiscal Council, as well as on the amount corresponding to the contributions to the INSS that are borne by the Company.

___________________________________________________________________

Participation in the Meetings: pursuant to Article 126 of Law No. 6,404/76, and later amendments, in order to attend and resolve on the Shareholders’ Meetings, the shareholder must observe that:

·           in addition to the identification document, they 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  be represented by an attorney-in-fact appointed not more than one year prior, provided that they are a shareholder, manager of the Company, lawyer or financial institution, it being incumbent upon the investment fund manager to represent their condominium members, observing that legal entities shareholders might also be represented according to their bylaws/articles of incorporation;

·           before being forwarded to Bradesco, the corporate and representation documents of legal entities and investment funds drawn up in a foreign language must be translated into Portuguese and their translation must be registered at the Titles and Documents Registry (a certified translation is not required);

·           in order to speed up the process and facilitate the proceedings in the Shareholders’ Meetings, we request that, at the discretion of shareholders, the certificate of ownership of the shares, the power of attorney and any voting declarations be sent to the Company’s headquarters, preferably at least two (2) business days before the Shareholders’ Meetings, at Banco Bradesco S.A. – General Secretariat – Corporate Area – Núcleo Cidade de Deus – Prédio Vermelho, 4º andar - Vila Yara - Osasco, SP – Brasil - CEP 06029-900. A copy of the documentation may still be forwarded, in advance, to the email governancacorp@bradesco.com.br;

·           in the case of opting to vote remotely, you must state your intention to vote, sending the said Remote Voting Form: 1) to the bookkeeper of the Company's shares through all Bradesco’s Branch Network; or 2) to your custodians that provide this service in the case of holders of shares deposited in the central depository; or 3) directly to the Company. For more information, see the rules set out in CVM Instruction No. 481/09 and the procedures described in the Form made available by the Company, as well as in the said Manual for Participation in the Special and Annual Shareholders’ Meetings (Manual);

·           for investors with shares in custody in B3 or directly with the bookkeeper, in addition to the participation processes listed above, Bradesco also allows the exercise of the right to vote electronically, up to 72 hours before the time of the Meetings, i.e. up to March 8, 2019, at 4 p.m. (for further information, check the Manual);

·           for more fluidity of the activities, the access of shareholders to the Salão Nobre of 5^o andar (floor), where the Meetings will be held, will be authorized after 2 p.m., where any further enquiries related to the matters on the agenda to be deliberated can be discussed.

_____________________________________________________________________________

Documents made available to shareholders: all legal documents and further information necessary for the analysis and exercise of voting rights 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 Bradesco websites (banco.bradesco/ri), of B3 S.A. - Brasil, Bolsa, Balcão (http://www.b3.com.br/pt_br/produtos-e-servicos/negociacao/renda-variavel/empresas-listadas.htm) and of CVM (http://sistemas.cvm.gov.br/?CiaDoc).

Eventual clarifications may be obtained on the Investor Relations website – banco.bradesco/ri – Corporate Governance, in the Bradesco’s Branches Network or via email governancacorp@bradesco.com.br.

Osasco, SP, February 7, 2019

Luiz Carlos Trabuco Cappi

Chairman of the Board of Directors

Proposal for the increase of the capital stock with a bonus of 20% in shares, with the subsequent change of the “caput” of Article 6 of the Bylaws, and for the partial amendment of the Bylaws

Proposal for the increase of the capital stock

Dear Shareholders,

The Board of Directors of Bradesco hereby submits, to be examined and resolved by you, proposals to:

1)        increase the capital stock by R$8,000,000,000.00, increasing it from R$67,100,000,000.00 to R$75,100,000,000.00, with bonus stock, through the capitalization of part of the balance of the "Profit Reserves - Statutory Reserve" account, pursuant to Article 169 of Law No. 6,404/76, issuing 1,343,971,619 registered book-entry shares with no par value, being 671,985,845 common shares and 671,985,774 preferred shares, which will be allocated free of charge to the shareholders in the proportion of 2 new shares for each 10 shares of the same type they hold on the base date, to be established after the approval of the process by the Central Bank of Brazil, observing:

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.         Base date 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 fifteen percent (15%). They 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 20%, 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 B3 S.A. – Brasil, Bolsa, Balcão (B3). 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 additional 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$5.952506650 per share, regardless of the type, for the purposes of Article 10 of Law No. 9,249/95 (with new wording granted by Law No. 12,973/14), and Paragraph One of Article 58 of Instruction No. 1,585/15, 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 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; and

b)       to those whose shares are deposited at B3, by means of the Institutions and/or Brokers that maintain their positions in custody.

Shareholders whose such data is not updated should seek a Bradesco Branch of their choice with their Individual Taxpayer's ID, their Identity Card and their proof of residence to update their registration data and receive the respective amounts to which they are entitled to.

2)        change item “e” of Article 9 of the Bylaws, in order to adapt the term “Permanent Assets” to “Non-Current Assets”, according to the legislation in force;

3)        change Article 21 of the Bylaws, pertinent to the term of office of the members of the Audit Committee, from five (5) to two (2) years, in order to standardize the term of office to the members of the Board of Directors and the Board of Executive Officers.

The new wording for the aforementioned statutory provisions are included in the Attachment Transcription of the consolidated Bylaws proposed and will be submitted for the approval of the Central Bank of Brazil.

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All other information required by Article 11 of CVM Instruction No. 481/09 can be found in the Attachment Detailing the origin and rationale of the statutory amendments proposed and analysis of their legal and economic effects. The information required by Article 14 of CVM Instruction No. 481/09 can be consulted in the Attachment related to the increase of the capital stock.

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Further information may be obtained in the Attachment related to the capital stock increase, according to Attachment 14 required by Article 14 of CVM Instruction no. 481/09.

Dear shareholders,

Taking into account that Bradesco obtained during the year ended on December 31, 2018 the net income of R$19,084,952,954.44, the Board of Directors hereby submits, for examination and resolution, the proposal to allocate it as follows:

ü  R$954,247,647.73 for the "Profit Reserves - Legal Reserve" account;

ü  R$10,832,109,533.97 for the "Profit Reserves - Statutory " account;

ü  R$7,298,595,772.74 for the payment of interest on shareholders´ equity, of which:

·           R$2,633,595,772.74 has been paid; and

·           R$4,665,000,000.00 will be paid on March 8, 2019, reaffirming that a new distribution of interest on equity/dividends for 2018 will not be proposed to the Shareholders’ Meeting.

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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. 481/09.

Dear Shareholders,

Article 20 of the Company's Bylaws inform 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 to the shareholders with voting rights (except the minority shareholders, to whom applies letter “a” of Paragraph Four of the mentioned Article) the possibility to elect the majority of the members of the mentioned Body and their respective alternate members, acting as controlling shareholders, we hereby submit to you the 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 2020, indicating to compose it:

We clarify that the 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.

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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. 480/09, in accordance with Attachment A of CVM Instruction No. 552/14.

Dear Shareholders,

Pursuant to item "a" of Paragraph Four of Article 161 of Law No. 6,404/76, below we make available the names and qualifications of the candidates appointed by non-controlling shareholders holders of preferred shares, to compose the Fiscal Council:

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For additional information, see the Résumés of those appointed for the Fiscal Council by preferred shareholders who are not members of the controlling block, in compliance with Items 12.5 to 12.10 of Attachment 24 of CVM Instruction No. 480/09, in accordance with Attachment A of CVM Instruction No. 552/14.

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 attached power of attorney sample, in order to exercise his/her voting right.

Dear shareholders,

Pursuant to item "a" of Paragraph Four of Article 161 of Law No. 6,404/76, below we made available the names and qualifications of the candidates appointed by non-controlling shareholders holders of common shares issued by the Company, to compose the Fiscal Council:

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For additional information, see the Résumés of those appointed by non-controlling common shareholders to compose the Fiscal Council, in compliance with Items 12.5 to 12.10 of Attachment 24 of CVM Instruction No. 480/09, in accordance with Attachment A of CVM Instruction No. 552/14.

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 attached power of attorney sample, in order to exercise their voting right.

The Board of Directors of the Company hereby submits for your examination and approval  a proposal for establishing the total compensation, social security funds and contributions to the INSS for the year 2019, in the total of up to R$ 995,000,000.00, of which:

a)        R$632,000,000.00, of which:      (i)    R$515,918,367.35, as fixed and variable compensation;

       (ii)   R$116,081,632.65, as contributions to INSS, borne by the Company; and

b)        R$363,000,000.00 to fund the management’s pension plan.

The Company clarifies that:

1)      In relation to the year 2018, the amount of the global compensation, social security funds and contributions to INSS is being increased by 31.8%.

The main indices justifying the increase proposed here are:

•    the positive change of 50.9% in the market value of Bradesco, achieved in the last 2 years, considering that in 2018 there was no increase in compensation funds;

•    the 30.2% increase in net income in the fiscal year 2018 compared to the year 2017;

•    the 19.0% profitability achieved in 2018, which is the highest in recent years;

•    the expectation of raising the guidance indexes disclosed for the year 2019 compared to 2018.

2)        in view of the guidelines of the Superintendence of Relations with Companies of the Brazilian Securities and Exchange Commission - CVM, consolidated in Report No. 238/2018-CVM/SEP/GEA, Bradesco, henceforth, will consider the contributions to the INSS to be borne to the Company. The Company clarifies that, until then, it did not include this amount in the proposal regarding the overall compensation of the Management submitted to the Annual Shareholders’ Meetings;

3)        the values proposed above are consistent with the great experience of the Management and their high level of knowledge on the Company, considering that the majority has made its career in the Organization itself, as well as the need to retain talents in an increasingly competitive market;

4)        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; and

5)        pursuant to item "p" of Article 9 of the Bylaws, the Board of Directors will decide the distribution of the annual overall remuneration, including the one related to the pension plan, to its own members and to the members of the Board of Executive Officers.

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For further details, check the Attachment Information on the Management Compensation, according to Item 13 of Attachment 24 of CVM Instruction no. 480/09.

The Company's Board of Directors is submitting, for your examination and approval, proposal for the individual compensation of the effective members of the Fiscal Council, for the fiscal year 2019, established at R$216,000.00/year, plus the individual amount/year of R$48,600.00 corresponding to the pension contributions to the INSS borne by the Company.

Finally, Bradesco clarifies that the amount proposed for the compensation:

1)        remained unchanged in relation to that which was approved in the Annual Shareholders' Meeting held in 2018. In compliance with the orientations of the Superintendence of Companies Relations of the Brazilian Securities and Exchange Commission – CVM, contained in the Report no. 238/2018-CVM/SEP/GEA, Bradesco, henceforth, will consider the amount corresponding to the contributions to INSS to be borne by the Company. The Company clarifies that, until then, it did not include in the propose regarding the overall compensation of the Fiscal Council submitted to the Annual Shareholders’ Meetings;

2)        meets the provisions of Paragraph Three of Article 162 of Law No. 6,404/76, which establishes that the remuneration for the Fiscal Council’s members will be determined by the Shareholders’ Meeting in which they are elected and that it cannot be lower, for each member in office, than ten percent (10%) 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

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

--------------------------

For further details, check the Attachment Information on the Management Compensation, according to Item 13 of Attachment 24 of CVM Instruction no. 480/09.

Complementary Information

Complementary Information

Complementary Information

Attachment 14 required by Article 14 of CVM Instruction No. 481/09, regarding the capital stock increase

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

Increase of R$8,000,000,000.00, raising the capital stock from R$67,100,000,000.00 to R$75,100,000,000.00

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" Account, in accordance with the provisions of Article 169 of Law No. 6,404/76, with a bonus of 20% 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 2 new shares 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 20% 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 Fiscal Council's opinion, if applicable

Full transcription of the Fiscal Council’s Opinion registered in Special Meeting of mentioned Body, held on February 7, 2019: “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 Section 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 20% 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 that the proposal will be analysed  by the shareholders  of the Company that meet in the Special Shareholders’ Meeting to be held on March 11, 2019, at 4 p.m. Cidade de Deus, Osasco, SP, February 7, 2019. ss) Ariovaldo Pereira, Domingos Aparecido Maia, José Maria Soares Nunes, João Carlos de Oliveira and Walter Luis Bernardes Albertoni.”

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

It is not applicable since 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 1,343,971,619 shares to be issued are attributed free of charge to shareholders, as bonus stock, in the proportion of 2 new shares to each 10 shares held of the same type the shareholders hold on the base 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, 20% 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 Article 10 of Law No. 9,249, of December 26, 1995

The cost attributed to the bonus shares is R$5.952506650 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 B3 S.A. – Brasil, Bolsa, Balcão, whose date will be determined after the process is duly approved by the Central Bank of Brazil (BACEN).

After approval by the Central Bank of Brazil 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. 6,404/76

Before the auction specified in item 6.c.v, the Company will establish a time limit of not less to thirty (30) 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

Legal and economic effects derived from the statutory amendment

The proposed amendment of the "caput" of Article 6 of the Bylaws arises from the capital stock increase of Bradesco through the capitalization of existing profit reserves and subsequent issuance of shares that shall be allocated free of charge to the shareholders, as a bonus, at a ratio of 2 new shares for every 10 shares of the same type that they hold on the base date. The Management of Bradesco foresees that the mentioned statutory amendment will produce:

ü   legal effects: solely by virtue of the assignment of ownership of two (2) new shares to each ten (10) shares of the same type previously held, getting preserved the ownership of all shareholders, without distinction; and

ü   economic effects: arising from the increment of 20% 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.

With respect to other statutory amendments:

1)        in item "e" of Article 9, to amend the term “Permanent Assets” to “Non-Current Assets”, according to the legislation in force;

ü  Legal and/or economic effects are not expected, once the amendment is only an adaptation to the terms of Law No. 6,404/76, updated by Law No. 11,941/09;

2)        in Article 21, change the term of office of the members of the Audit Committee from five (5) years to two (2) years, in order to standardize the term of office of the members of the Board of Directors and the Board of Executive Officers.

ü  Legal and/or economic effects are not expected, once the amendment is just to adapt the term of office currently practiced for the Company’s Management.

Transcription of the Bylaws with the amendments to be submitted to resolution of shareholders at the Special Shareholders’ Meeting

Transcription of the Bylaws containing the current and proposed wordings

Transcription of the Bylaws containing the current and proposed wordings

Transcription of the Bylaws containing the current and proposed wordings

Transcription of the Bylaws containing the current and proposed wordings

Transcription of the Bylaws with the amendments to be submitted to resolution of shareholders at the Special Shareholders’ Meeting

Transcription of the Bylaws containing the current and proposed wordings

Attachment 9-1-II, regarding the allocation of net income for the year

Attachment 9-1-II of the CVM Instruction No. 481/09, regarding the net income allocation of the year
 

1.      Inform the annual net income

The net income for 2018 was R$19,084,952,954.44

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

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

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

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

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

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

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

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

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

1.        R$1,421,595,772.74, regarding the Monthly Interest on Shareholders’ Equity, paid on the dates contained in the table of item b.1 below;

2.        R$1,212,000,000.00, regarding the Interim Interest on Shareholders’ Equity, declared on June 29, 2018 and paid on July 16, 2018;

3.        R$4,665,000,000.00, concerning the Complementary Interest on Shareholders’ Equity declared on December 21, 2018, to be paid on March 8, 2019.

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$1,421,595,772.74:

2.      the value referring to Interim Interest on Shareholders’ Equity, in the amount of R$1,212,000,000.00, was paid on July 16, 2018;

3.      the amount concerning the Complementary Interest on Shareholders’ Equity, totaling R$4,665,000,000.00, will be paid on March 8, 2019.

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 from 2015 to 2017 was adjusted by the bonus stock process that occurred in March 2018 to allow comparability.

b.      Dividends and interest on own equity distributed in the three (3) 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$954,247,647.73  

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.

Five percent (5%) of the net income of the year 2018, in the amount of R$19,084,952,954.44, was allocated to the legal reserve.

On December 31, 2018, the amount of the legal reserve was R$8,494,262,740.78, which was equivalent to approximately 12.66% of the Company’s paid up capital on the same date.

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

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

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

2. 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.

3. Identify whether any unpaid installment is cumulative

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

4. 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.

5. 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

1. 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. 6,404/76, 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. 6,404/76, 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, thirty percent (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 mentioned Law No. 6,404/76.

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 semiannual and 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 Section III of the “caput” of this Article.”

2. Inform whether it is being fully paid

The mandatory dividend is being fully paid.

3. 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

1. Inform the amount withheld

There will be no withholding of any amount relating to the mandatory dividend.

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

There will be no withholding of any amount relating to the mandatory dividend.

3. Justify the withholding of dividends

There will be no withholding of any amount relating to the mandatory dividend.

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

1. Identify the amount allocated to the reserve

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

2. Identify the loss considered probable and its cause

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

3. Explain why the loss was considered probable

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

4. 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 reserve of profits to be realized

1. Inform the amount allocated to the reserve of profits to be realized

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

2. 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

1. 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, one hundred percent (100%) 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 ninety-five percent (95%) 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 own equity in an amount in excess of the mandatory dividend established in Article 27, Section 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.

2. Identify the amount allocated to the reserve

The amount allocated to the reserve is R$10,832,109,533.97

3. Describe how the amount was calculated

The amount of R$10,832,109,533.97 is the result of the Net Income for the Year, deducted from the Legal Reserve and of Interest on Own Equity paid and payable to the shareholders, as stated below:

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

1. Identify the amount withheld

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

2. 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

1. State the amount allocated to the reserve

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

2. Explain the nature of the allocation

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

Information about the candidates appointed by the controlling shareholders to compose the Fiscal Council

Information about the candidates appointed by the controlling shareholders to compose the Fiscal Council, in compliance with Items 12.5 to 12.10 of Attachment 24 of CVM Instruction No. 480/09, pursuant to the provisions of Attachment A of CVM Instruction No. 552/14.