Bond Brasil Bank (Grand Cayman Branch) 6.25% ( USG07402DP58 ) in USD

Brasil Bank (Grand Cayman Branch)

100.29 % ▼

Brazil

USG07402DP58 ( in USD )

6.25% per year ( payment 2 times a year)

Perpetual

Prospectus brochure of the bond Banco do Brasil (Grand Cayman Branch) USG07402DP58 en USD 6.25%, maturity Perpetual

G07402DP5

B- ( Highly speculative )

15/10/2025 ( In 110 days )

Banco do Brasil's Grand Cayman branch offers a range of international banking services to corporate and high-net-worth clients, focusing primarily on correspondent banking, trade finance, and private wealth management.

The Bond issued by Brasil Bank (Grand Cayman Branch) ( Brazil ) , in USD, with the ISIN code USG07402DP58, pays a coupon of 6.25% per year.
The coupons are paid 2 times per year and the Bond maturity is Perpetual
The Bond issued by Brasil Bank (Grand Cayman Branch) ( Brazil ) , in USD, with the ISIN code USG07402DP58, was rated B- ( Highly speculative ) by Standard & Poor's ( S&P ) credit rating agency.

OFFERING MEMORANDUM

U.S.$2,000,000,000
Banco do Brasil S.A.
(acting through its Grand Cayman branch)

6.250% Perpetual Non-Cumulative Junior Subordinated Securities
--------------------
Banco do Brasil S.A., a bank structured as a corporation (sociedade anônima) with mixed-capital (sociedade de economia mista)
under the laws of the Federative Republic of Brazil ("Banco do Brasil" or the "Bank"), acting through its Grand Cayman branch (the "Grand
Cayman Branch"), is issuing U.S.$2,000,000,000 aggregate principal amount of 6.250% Perpetual Non-Cumulative Junior Subordinated
Securities (the "Securities").
The Securities will be perpetual securities with no final maturity date and will not be subject to any mandatory redemption provisions.
The Securities may be redeemed by the Bank, at its option, on any interest payment date on or after April 15, 2024, subject to the prior approval
of the Central Bank of Brazil (Banco Central do Brasil or the "Central Bank") and any other applicable Brazilian Governmental Authority (if then
required). Prior to that date, the Securities will be subject to redemption by the Bank only in the event of certain changes in Brazilian bank
regulations or in the event of certain changes in Brazilian and other withholding taxes, subject to the prior approval of the Central Bank or any
other applicable Brazilian Governmental Authority (if then required). Unless the Bank is required not to pay interest as described below, interest
on the Securities will be payable semi-annually in arrears, commencing on October 15, 2013. The Securities will be unsecured and subordinated
obligations of the Bank. See "Description of the Securities."
The Bank will not be obligated to pay interest on the Securities in the event payment would result in the Bank not being in compliance
with applicable capital adequacy and operational limits requirements, in the event of certain regulatory or bankruptcy events, in the event of
certain defaults and if the Bank has not paid any dividends within the applicable interest accrual period. If the Bank does not pay interest in any
of these cases, the non-payment will not constitute a payment default and interest will not accrue or accumulate for those periods.
The Bank may, without the prior consent of Securityholders, subject to certain conditions and exceptions, amend certain
terms and conditions of the Securities at any time, and from time to time, in order to, and only to the extent necessary to, comply with
any new resolution of the National Monetary Council (Conselho Monetário Nacional or "CMN") or written instruction of the Central
Bank setting forth its requirements to qualify, or maintain the qualification of, the Securities as Tier 1 Capital or Tier 2 Capital pursuant
to CMN Resolution No. 3,444, as amended from time to time ("Resolution No. 3,444"), or supplemented by reason of implementation of
the Basel Committee on Banking Supervision proposals known as "Basel III", and together with any relevant Basel III related
publications issued by the Basel Committee on Banking Supervision and the Central Bank prior to the issue date of the Securities, or
otherwise. See "Description of the Securities."
There will be no right of acceleration in the case of a default in the performance of any of the Bank's covenants, including the payment
of principal upon redemption or interest on the Securities.
Application has been made to admit the Securities on the Official List of the Luxembourg Stock Exchange and to trade on the Euro
MTF market of the Luxembourg Stock Exchange (the "Euro MTF"). This Offering Memorandum constitutes a prospectus for the purposes of the
Luxembourg Act dated July 10, 2005, as amended, on prospectuses for securities. It is a condition of the issuance of the Securities that they be
rated at the time of issuance at least "BB" by Standard and Poor's Financial Services LLC ("S&P").
------------------
Investing in the Securities involves risks. See "Risk Factors" beginning on page 32.
The Securities have not been and will not be registered under the U.S. Securities Act of 1933 (the "Securities Act") or any state
securities laws. Accordingly, the Securities are being offered and sold only to qualified institutional buyers in accordance with Rule 144A under
the Securities Act ("Rule 144A") and outside the United States in accordance with Regulation S under the Securities Act ("Regulation S").
Prospective investors that are qualified institutional buyers are hereby notified that the seller of the Securities may be relying on the exemption
from the provisions of Section 5 of the Securities Act provided by Rule 144A. For a description of certain restrictions on transfers of the
Securities, see "Transfer Restrictions."
Price: 100% plus accrued interest, if any, from January 31, 2013.
BB Securities Ltd., Barclays Capital Inc., Banco BTG Pactual S.A. Cayman Branch, BNP Paribas Securities Corp., HSBC Securities
(USA) Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Standard Chartered Bank (the "Initial Purchasers") expect that the Securities
will be ready for delivery in book-entry form through The Depository Trust Company ("DTC"), and its direct and indirect participants, including
Euroclear Bank S.A./N.V., as operator of the Euroclear System ("Euroclear"), and Clearstream Banking S.A. Luxembourg ("Clearstream,
Luxembourg"), on or about January 31, 2013.
------------------
Joint Bookrunners
BB Securities
Barclays
BNP
BofA Merrill
BTG Pactual
HSBC
Standard
PARIBAS
Lynch
Chartered
Bank
------------------
The date of this Offering Memorandum is January 31, 2013

Prospective investors should rely only on the information contained in this Offering Memorandum.
The Bank has not authorized anyone to provide prospective investors with different information. The Bank
is not, and the Initial Purchasers are not, making an offer of these securities in any state where the offer is not
permitted. Prospective investors should not assume that the information contained in this Offering
Memorandum is accurate as of any date other than the date on the front of this Offering Memorandum.
This Offering Memorandum has been prepared by the Bank solely for use in connection with the proposed
offer and sale of the Securities and may only be used for the purposes for which it has been published. The Bank
and the Initial Purchasers reserve the right to reject any offer to purchase, in whole or in part, for any reason, or to
sell less than all of the Securities offered hereby. This Offering Memorandum does not constitute an offer to any
other person or to the public in general to subscribe for or otherwise acquire the Securities. Except as set forth in the
paragraph below, distribution of this Offering Memorandum to any person other than the prospective investor and
those persons, if any, retained to advise that prospective investor with respect thereto is unauthorized, and any
disclosure of its contents without the Bank's prior written consent is prohibited.
This Offering Memorandum is intended solely for the purpose of soliciting indications of interest in the
Securities from qualified investors and does not purport to summarize all of the terms, conditions, covenants and
other provisions contained in the Indenture and other transaction documents described herein. The information
provided is not all-inclusive. The market information in this Offering Memorandum has been obtained by the Bank
from publicly available sources deemed by the Bank to be reliable. Notwithstanding any investigation that the
Initial Purchasers may have conducted with respect to the information contained in this Offering Memorandum, the
Initial Purchasers accept no liability in relation to the information contained in this Offering Memorandum or its
distribution or with regard to any other information supplied by or on the Bank's behalf.
The Bank confirms that, after having made all reasonable inquiries, this Offering Memorandum contains all
information with regard to the Bank and the Securities which is material to the offering and sale of the Securities,
that the information contained in this Offering Memorandum is true and accurate in all material respects and is not
misleading in any material respect and that there are no omissions of any other facts from this Offering
Memorandum which, by their absence herefrom, make this Offering Memorandum misleading in any material
respect. The Bank accepts responsibility accordingly.
This Offering Memorandum contains summaries intended to be accurate with respect to certain terms of
certain documents, but reference is made to the actual documents, all of which will be made available to prospective
investors upon request to the Bank or the Trustee for complete information with respect thereto, and all such
summaries are qualified in their entirety by such reference.
Prospective investors hereby acknowledge that: (i) they have been afforded an opportunity to request from
the Bank and to review, and have received, all additional information considered by them to be necessary to verify
the accuracy of, or to supplement, the information contained herein, (ii) they have had the opportunity to review all
of the documents described herein, (iii) they have not relied on BB Securities Ltd., Barclays Capital Inc., Banco
BTG Pactual S.A. Cayman Branch, BNP Paribas Securities Corp., HSBC Securities (USA) Inc., Merrill Lynch,
Pierce, Fenner & Smith, Incorporated, Standard Chartered Bank or any affiliate or subsidiary of the aforementioned
in connection with any investigation of the accuracy of such information or their investment decision, and (iv) no
person has been authorized to give any information or to make any representation concerning the Bank or the
Securities (other than as contained herein and information given by the Bank's duly authorized officers and
employees, as applicable, in connection with prospective investors' examination of the Bank and the terms of this
offering) and, if given or made, any such other information or representation should not be relied upon as having
been authorized by the Bank or the Initial Purchasers.
In making an investment decision, prospective investors must rely on their examination of the Bank
and the terms of this offering, including the merits and risks involved. These Securities have not been
approved or recommended by any United States federal or state securities commission or any other United
States, Brazilian, Cayman Islands or other regulatory authority. Furthermore, the foregoing authorities have
not passed upon or endorsed the merits of the offering or confirmed the accuracy or determined the adequacy
of this document. Any representation to the contrary is a criminal offense in the United States.

- ii -

Notwithstanding anything in this document to the contrary, except as reasonably necessary to comply with
applicable securities laws, prospective investors (and each of their employees, representatives or other agents) may
disclose to any and all persons, without limitation of any kind, the U.S. federal income tax treatment and tax
structure of the offering and all materials of any kind (including opinions or other tax analyses) that are provided to
them relating to such tax treatment and tax structure. For this purpose, "tax structure" is limited to facts relevant to
the U.S. federal income tax treatment of the offering.

This Offering Memorandum does not constitute an offer to sell, or a solicitation of an offer to buy, any
Securities offered hereby by any person in any jurisdiction in which it is unlawful for such person to make an offer
or solicitation.
None of the Bank, the Initial Purchasers or any of the Bank's or their respective affiliates or
representatives is making any representation to any offeree or purchaser of the Securities offered hereby
regarding the legality of any investment by such offeree or purchaser under applicable legal investment or
similar laws. Each prospective investor should consult with its own advisors as to legal, tax, business,
financial and related aspects of a purchase of the Securities.

NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A
LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED
STATUTES ("RSA") WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY
IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE
CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANY
DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER
ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A
SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE OF NEW
HAMPSHIRE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR
RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSONS, SECURITY OR TRANSACTION. IT IS
UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER,
CUSTOMER OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF
THIS PARAGRAPH.

NOTICE TO RESIDENTS OF BRAZIL
The Securities have not been and will not be issued nor placed, distributed, offered or negotiated in the
Brazilian capital markets and, as a result, have not been and will not be registered with the Brazilian Securities
Commission (the Comissão de Valores Mobiliários or "CVM"). Any public offering or distribution, as defined
under Brazilian laws and regulations, of the Securities in Brazil is not legal without prior registration under Law No.
6,385 of December 7, 1976, as amended, ("Law No. 6,385"), and Instruction No. 400, issued by the CVM on
December 29, 2003, as amended, ("CVM Instruction No. 400"). Documents relating to the offering of the
Securities, as well as information contained therein, may not be supplied to the public in Brazil (as the offering of
the Securities is not a public offering of securities in Brazil), nor be used in connection with any offer for
subscription or sale of the Securities to the public in Brazil. Therefore, each of the Initial Purchasers has
represented, warranted and agreed that it has not offered or sold, and will not offer or sell, the Securities in Brazil,
except in circumstances that do not constitute a public offering, placement, distribution or negotiation or an
unauthorized distribution of securities in the Brazilian capital markets regulated by Brazilian laws and regulations.

- iii -

Persons wishing to offer or acquire the Securities within Brazil should consult with their own counsel as to
the applicability of registration requirements or any exemption therefrom. This document is being distributed to,
and is only directed at, persons who (i) are outside the United Kingdom, or (ii) are investment professionals under
Article 19(5) of the Financial Services and Markets Act of 2000 (Financial Promotion) Order 2005, or (iii) are high
net worth entities and other persons to whom it may lawfully be communicated, falling under Article 49(2)(a) to (d)
of the Financial Services and Markets Act of 2000 (Financial Promotion) Order 2005, all such persons together
being referred to as "relevant persons." The Securities are only available to, and any invitation, offer or agreement
to subscribe, purchase or acquire such Securities will only be engaged in with relevant persons. Any person who is
not a relevant person should not act or rely on this document or any of its contents.
Each of the Initial Purchasers has complied and will comply with all provisions of the Financial Services
and Markets Act 2000 (the "FSMA") with respect to anything done by it in relation to the Securities in, from or
otherwise involving the United Kingdom. This Offering Memorandum must not be acted on or relied on by persons
who are not relevant persons. Any investment or investment activity to which this communication relates shall be
available only to relevant persons and will be engaged in only with relevant persons.
This Offering Memorandum has been prepared on the basis that any offer of Securities in any Member
State of the European Economic Area which has implemented Directive 2003/71/EC (the "Prospectus Directive")
(each, a "Relevant Member State") will be made pursuant to an exemption under the Prospectus Directive, as
implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of the
Securities. Accordingly, any person making or intending to make an offer of the Securities in that Relevant Member
State may only do so in circumstances in which no obligation arises for the Bank or any Initial Purchaser to publish
a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of
the Prospectus Directive, in each case, in relation to such offer. Neither the Bank nor any Initial Purchaser has
authorized, nor do they authorize the making of any offer of Securities in any other circumstances. This Offering
Memorandum is not a "prospectus" for the purposes of the Prospectus Directive and has not been approved as such
by a competent authority in any Relevant Member State.
The Securities will not be offered to persons who are members of the public in the Cayman Islands.
"Public" for these purposes does not include any exempted or ordinary non-resident company registered under the
Companies Law (2012 Revision) of the Cayman Islands or a foreign company registered pursuant to Part IX of the
Companies Law or any such company acting as general partner of a partnership registered pursuant to Section 9(1)
of the Exempted Limited Partnership Law (2012 Revision) of the Cayman Islands or any director or officer of the
same acting in such capacity or the trustee of any trust registered or capable of registration pursuant to Section 74 of
the Trusts Law (2011 Revision) of the Cayman Islands.
You must comply with all applicable laws and regulations in force in any jurisdiction in which you
purchase, offer or sell the Securities or possess or distribute this Offering Memorandum and must obtain any
consent, approval or permission required for your purchase, offer or sale of the Securities under the laws and
regulations in force in any jurisdiction to which you are subject or in which you make such purchases, offers or
sales, and neither the Bank nor the Initial Purchasers will have any responsibility therefor.
The Securities will be initially issued in the form of one or more global securities registered in the name of
Cede & Co., as nominee for DTC. See "Form, Denomination and Transfer."
The Bank and the Initial Purchasers reserve the right to withdraw the offering of the Securities at any time
or to reject a commitment to subscribe for the Securities, in whole or in part.

- iv -

TABLE OF CONTENTS

Page
Forward Looking Statements ......................................................................................................................................... 2
Presentation of Financial and Certain Other Information .............................................................................................. 3
Summary........................................................................................................................................................................ 5
The Offering ................................................................................................................................................................ 21
Summary Financial Information .................................................................................................................................. 29
Risk Factors ................................................................................................................................................................. 32
Use of Proceeds ........................................................................................................................................................... 57
Exchange Rate Information ......................................................................................................................................... 58
Capitalization ............................................................................................................................................................... 60
Selected Financial Information .................................................................................................................................... 61
Other Statistical and Financial Information ................................................................................................................. 65
Management's Discussion and Analysis of Financial Condition and Results of Operations ....................................... 79
Banking Industry Overview ....................................................................................................................................... 134
Regulation of the Brazilian Banking Industry ........................................................................................................... 140
Regulation of the Cayman Islands Banking Industry ................................................................................................ 170
Business ..................................................................................................................................................................... 171
Description of the Grand Cayman Branch ................................................................................................................. 204
Management .............................................................................................................................................................. 205
Principal Shareholders ............................................................................................................................................... 219
Related Party Transactions ........................................................................................................................................ 221
Description of the Securities ...................................................................................................................................... 226
Taxation ..................................................................................................................................................................... 244
Certain ERISA and Other Considerations ................................................................................................................. 253
Plan of Distribution ................................................................................................................................................... 254
Transfer Restrictions .................................................................................................................................................. 260
Service of Process and Enforcement of Judgments ................................................................................................... 264
Legal Matters ............................................................................................................................................................. 266
Independent Accountants .......................................................................................................................................... 267
General Information .................................................................................................................................................. 268
Description of Certain Differences Between Accounting Practices Adopted in Brazil and International
Financial Reporting Standards............................................................................................................................ 269
Index to Financial Statements .................................................................................................................................... F-1

- v -

In this Offering Memorandum:
·
"BB," the "Bank," and "Banco do Brasil" refer to Banco do Brasil S.A., a sociedade anônima organized
under the laws of Brazil, unless the context otherwise requires.
·
"Banco Múltiplo" refers to the banking operations at the branches of Banco do Brasil in Brazil and abroad
(and not the operations of any affiliates, subsidiaries or other holdings of the Bank).
·
"BNDESPAR" refers to BNDES Participações S.A.--BNDESPAR, a wholly owned corporation
(subsidiária integral) incorporated under the laws of Brazil and controlled by Banco Nacional de
Desenvolvimento Econômico e Social--BNDES.
·
"Brazil" refers to the Federative Republic of Brazil, and the phrase "Brazilian government" refers to the
federal government of Brazil.
·
"Brasilprev" refers to Brasilprev Seguros and Previdência S.A., an insurance and pension subsidiary of the
Bank.
·
"Central Bank" or "Central Bank of Brazil" refers to Banco Central do Brasil.
·
"FINAME" refers to the Agência Especial de Financiamento Industrial, a subsidiary of BNDES specialized
in equipment financing.
·
"Initial Purchasers" refer to BB Securities Ltd., Barclays Capital Inc., Banco BTG Pactual S.A. Cayman
Branch, BNP Paribas Securities Corp., HSBC Securities (USA) Inc., Merrill Lynch, Pierce, Fenner &
Smith, Incorporated and Standard Chartered Bank.
·
The "Issuer" refers to Banco do Brasil S.A., acting through its Grand Cayman branch.
·
"Large Companies" and "Corporate Clients" refer to companies, credit cooperatives and associations with
annual gross revenues greater than R$400.0 million for the industrial sector and R$600.0 million for the
commercial and services sector.
·
"Mid Sized Companies" refers to companies, credit cooperatives and associations with annual gross
revenues between R$25.0 million and R$400.0 million for the industrial sector and between R$25.0 million
and R$600.0 million for the commercial and services sector.
·
"Parity Fund" refers to the equal contributions to PREVI by public entities, such as the Bank, with sponsors
and participants each contributing 50%, as required by the Brazilian constitution.
·
"PREVI" and "Retirement and Pension Plan" refer to Caixa de Previdência dos Funcionários do Banco do
Brasil, a closed ended complementary pension fund (entidade fechada de previdência complementar)
incorporated under the laws of Brazil.
·
"real," "reais" and "R$" refer to the Brazilian real, the official currency of Brazil.
·
"Small Companies" refer to companies, credit cooperatives and associations with annual gross revenues
less than R$25.0 million for both the industrial sector and the commercial and services sector.
·
"U.S. dollar," "U.S. dollars" and "U.S.$" refer to U.S. dollars, the official currency of the United States.

- 1 -

FORWARD LOOKING STATEMENTS
This Offering Memorandum contains statements that constitute forward looking statements within the
meaning of Section 27A of the Securities Act and Section 21E of the U.S. Securities Exchange Act of 1934, as
amended (the "Exchange Act"). These statements appear in a number of places in this Offering Memorandum,
principally in "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of
Operations" and "Business," and include statements regarding the intent, belief or current expectations of the Bank
or those of its officers with respect to, among other things, the use of proceeds of the offering, the Bank's financing
plans, trends affecting the Bank's financial condition or results of operations, the impact of competition and future
plans and strategies. These statements reflect the Bank's views with respect to such matters and are subject to risks,
uncertainties and assumptions, including, among others:
·
general economic, political and business conditions, both in Brazil and abroad;
·
management's expectations and estimates concerning the Bank's future financial performance, financing
plans and programs, and the effects of competition;
·
the Bank's level of capitalization and debt;
·
anticipated trends and competition in the Brazilian banking and financial services industries;
·
the market value of Brazilian government securities;
·
interest rate fluctuations, inflation and the value of the real in relation to other currencies;
·
existing and future governmental regulation and tax matters;
·
increases in defaults by borrowers and other loan delinquencies and increases in the provision for loan
losses;
·
customer loss, revenue loss and deposit attrition;
·
the Bank's ability to sustain or improve performance;
·
credit and other risks of lending and investment activities; and
·
other risk factors as set forth under "Risk Factors."
The words "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," "plan,"
"target," "project," "forecast," "guideline," "should," and similar words are intended to identify forward looking
statements but are not the exclusive means of identifying such statements. The Bank does not undertake any
obligation to update publicly or revise any forward looking statements because of new information, future events or
other factors. In light of these risks and uncertainties, the forward looking events and circumstances discussed in
this Offering Memorandum might not occur. The Bank's actual results could differ substantially from those
anticipated in such forward looking statements.

- 2 -

PRESENTATION OF FINANCIAL AND CERTAIN OTHER INFORMATION
The Bank and its consolidated subsidiaries' ("BB-Consolidated") audited individual and consolidated
financial statements as of and for the years ended: (i) December 31, 2011 and 2010 (the "2011 Financial
Statements"); (ii) December 31, 2010 and 2009 (the "2010 Financial Statements", and together with the 2011
Financial Statements, the "Annual Financial Statements"); and (iii) the Bank's unaudited individual and consolidated
financial statements as of and for the nine months ended September 30, 2012 and 2011 (the "September 2012
Financial Statements", and together with the Annual Financial Statements, the "Financial Statements"), in each case
together with the notes thereto and included elsewhere in this Offering Memorandum, have been prepared in
accordance with accounting practices adopted in Brazil, based on Brazilian Law No. 6,404, dated December 15,
1976, as amended, or the Brazilian Corporations Law, the accounting standards issued by the Brazil Institute of
Independent Accountants (Instituto dos Auditores Independentes do Brasil, or "IBRACON"), the Accounting
Pronouncement Committee (Comitê de Pronunciamentos Contábeis, or "CPC"), and the rules and regulations issued
by CVM and the Central Bank. The accounting practices adopted in Brazil are defined, for the purposes of this
Offering Memorandum, as "Brazilian GAAP," which differs in significant respects from generally accepted
accounting principles in the United States, or U.S. GAAP.
The audit report covering the Bank's 2010 Financial Statements contains an "Other Matters" paragraph
stating that the Bank recorded an asset relating to its PREVI surplus, which was determined based on criteria
established by management and which includes actuarial and financial estimates and assumptions and fulfills
regulatory requirements in force. In addition, the 2009 auditing standards in Brazil permitted the sharing of
responsibility with other independent auditors. Therefore, for the year ended December 31, 2009, the financial
statements for certain indirect investments and the net assets used to calculate the retirement and pension plan were
audited by other independent accountants. The Bank's independent auditor's evaluation with respect to these assets
and income is based on the reports issued by those other independent accountants.
Moreover, the CPC issued a number of accounting pronouncements which, if approved by the Central
Bank, must be adopted in the preparation of the Bank's financial statements in accordance with the accounting
practices adopted in Brazil. The Bank's management understands that the application of the accounting
pronouncements may have a relevant impact on the stockholders' equity and results of the Bank.
CMN Resolution 3,786/09 and Circulars 3,472/09 and 3,516/10 established that financial institutions and
other entities authorized to operate by the Central Bank, which are listed companies or which are required to
maintain an Audit Committee shall, as from December 31, 2010, prepare annually and publish, within 90 days from
the base date December 31, their consolidated financial statements, prepared in accordance with International
Financial Reporting Standards ("IFRS"), in compliance with standards issued by the International Accounting
Standards Board ("IASB"). Central Bank Circular 3,516/10 increased from 90 to 120 days the disclosure term of
Financial Statements according to IFRS as of December 31, 2010. Such requirements are in addition to those issued
by the Central Bank that require financial statements to be prepared in accordance with Brazilian GAAP, as included
herein.
The assets and liabilities of Banco Votorantim S.A. ("Banco Votorantim") in proportion to the Bank's share
in total capital stock, have been consolidated into the Bank's balance sheet as of December 31, 2010 and 2009. The
proportional share of income and expenses of Banco Votorantim was consolidated into the Bank's financial
statements as from October 2009.
In this Offering Memorandum, tables containing financial information include, except where otherwise
indicated, consolidated financial information of the Bank.
The Bank's average volume and balance data has been calculated based upon the average of the month-end
balances during the relevant period.
Certain rounding adjustments have been made in calculating some of the figures included in this Offering
Memorandum. Accordingly, numerical figures shown as totals in some tables may not agree precisely with the
figures that precede them. The Bank maintains its books and records in reais.

- 3 -

The statistical information and data related to the Bank's business areas were obtained from government
entities or extracted from general publications. Neither the Bank nor the Initial Purchasers have independently
verified such information and data, and, therefore, cannot assure their accuracy and completeness.
Solely for the convenience of the reader, the Bank has converted certain amounts contained in "Summary,"
"Capitalization," "Selected Financial Information," "Other Statistical and Financial Information" and elsewhere in
this Offering Memorandum from reais into U.S. dollars. Except as otherwise expressly indicated, the rate used to
convert such amounts was R$2.0306 per U.S.$1.00 (subject to rounding adjustments), which was the exchange rate
in effect as of September 30, 2012 as reported by the Central Bank. The U.S. dollar equivalent information
presented in this Offering Memorandum is provided solely for the convenience of investors and should not be
construed as implying that the amounts presented in reais represent, or could have been or could be converted into,
U.S. dollars at such rates or at any other rate. The real/U.S. dollar exchange rate may fluctuate widely, and the
exchange rate as of September 30, 2012 may not be indicative of future exchange rates. See "Exchange Rate
Information" for information regarding real/U.S. dollar exchange rates.

- 4 -

SUMMARY
This summary highlights information contained elsewhere in this Offering Memorandum. It does not
contain all of the information that an investor should consider before making a decision to invest in the Bank's
Securities. For further information on the Bank's activities and this offering, this Summary must be read together
with the detailed information included in the other sections of this Offering Memorandum, in particular the
information included in "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results
of Operations" and "Business" and the consolidated financial statements and notes thereto included elsewhere in
this Offering Memorandum.
General Overview
Banco do Brasil was the largest bank in Latin America in terms of total assets as of June 30, 2012,
according to data published by Economática. It is a multiple service bank with headquarters in Brasília and has a
significant presence throughout Brazil and conducts operations in key global economic and financial centers.
The Bank focuses on sustainable results and performance consistent with its market leadership. The Bank
acts as an agent of the Federal Government to implement its policies and programs related to the agribusiness sector,
small and micro businesses, foreign trade, and in the development of solutions that simplify the operations and
services that cater to these economic sectors.
With over 200 years of operations, the Bank's principal strength is in the Brazilian retail banking market
and its business can be grouped generally into six general areas: (i) banking services; (ii) investments; (iii) asset
management; (iv) insurance, pension and financing; (v) payment services; and (vi) other businesses. The main
activities of each segment are as follows:
(i)
banking services: includes a wide range of banking products and services offered to our
customers, such as deposits, loans and other financial services;
(ii)
investments: includes domestic capital markets operations, such as a brokerage, debt (in the
primary and secondary markets) and equity investments and other financial services;
(iii)
asset management: includes buying, selling and custody of marketable securities, management of
third-party portfolios and the establishment, organization and administration of investment funds;
(iv)
insurance, pension and financing: includes the sale of products and services related to life, asset
protection and auto insurance, supplementary pension products and savings bonds;
(v)
payment services: includes the tracking, transmission, processing and settlement of electronic
transactions (credit and debit cards); and
(vi)
other businesses: includes the management of consortiums and the development, sale, leasing and
integration of digital electronic equipment, peripherals, computer programs and supplies.
As of June 30, 2012, the Bank had over 57.5 million clients, 36.7 million checking accounts and the largest
retail network in Brazil, with approximately 18,845 points of service and 43,920 automated teller machines
("ATMs"), as well as over 13,361 shared network points from partnerships with other networks (such as Banco 24h,
Caixa Econômica Federal ("CEF") and Banco de Brasilia ("BRB")) and 13,334 banking agents, distributed among
5,431 Brazilian cities, and involving over 112,913 employees, compared to 56.0 million clients, 36.1 million
checking accounts, 18,765 points of service and 43,602 ATMs, as well as over 13,541 shared network points from
partnerships with other networks and 13,733 banking agents, distributed among 5,378 Brazilian cities, and involving
over 113,810 employees, as of December 31, 2011. In order to offer customized solutions and strengthen its
relationships with its clients, the Bank provides banking services through three customer segments: Retail,
Wholesale and Government, as shown below.

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Document Outline

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