Bond BRASIL BANCO S.A. 4.875% ( USP3772WAJ10 ) in USD

BRASIL BANCO S.A.

100 % ▼

Brazil

USP3772WAJ10 ( in USD )

4.875% per year ( payment 2 times a year)

19/04/2023 - Bond has expired

Prospectus brochure of the bond Banco do Brasil S.A USP3772WAJ10 in USD 4.875%, expired

200 000 USD

750 000 000 USD

P3772WAJ1

BB- ( Non-investment grade speculative )

N/A

Banco do Brasil S.A. is a Brazilian multinational banking and financial services corporation headquartered in Brasília, offering a wide range of financial products and services to individuals and businesses domestically and internationally.

The Bond issued by BRASIL BANCO S.A. ( Brazil ) , in USD, with the ISIN code USP3772WAJ10, pays a coupon of 4.875% per year.
The coupons are paid 2 times per year and the Bond maturity is 19/04/2023
The Bond issued by BRASIL BANCO S.A. ( Brazil ) , in USD, with the ISIN code USP3772WAJ10, was rated BB- ( Non-investment grade speculative ) by Standard & Poor's ( S&P ) credit rating agency.

BASE PROSPECTUS

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 acting through its Grand Cayman Branch or its London Branch and through its New York Branch
as guarantor of any 3(a)(2) Notes
U.S.$20,000,000,000
Euro Medium Term Note Programme
___________________________________
This Base Prospectus has been approved by the Luxembourg Stock Exchange and admitted on the Euro
MTF market ("Euro MTF Market"). Applications have been made for the senior and subordinated notes described
in this Base Prospectus (the "Senior Notes" and the "Subordinated Notes," together being the "Notes"), admitted
during the period of twelve months after the date hereof to listing on the official list and to trading on the Euro MTF
Market of the Luxembourg Stock Exchange. The issuance under the Euro Medium Term Note Programme (the
"Programme") also permits Notes to be issued on the basis that they will not be admitted to listing, trading and/or
quotation by any competent authority, stock exchange and/or quotation system or to be admitted to listing, trading
and/or quotation by such other or further competent authorities, stock exchanges and/or quotation systems as may be
agreed with the Issuer. This Base Prospectus constitutes a prospectus for purposes of Part IV of the Luxembourg law
on prospectuses for securities dated July 10, 2005, as amended. This Base Prospectus may only be used for the
purposes for which it has been published.
Investing in Notes issued under the Programme involves certain risks. The principal risk factors that
may affect the abilities of the Issuer and the 3(a)(2) Notes Guarantor to fulfil their respective obligations under
the Notes are discussed under "Risk Factors" below.
The Notes have not been, and will not be, registered under the Securities Act of 1933, as amended (the
"Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States,
and Notes in bearer form are subject to U.S. tax law requirements. The Notes (other than 3(a)(2) Notes (as defined
below), if any) may not be offered, sold or, in the case of such Notes in bearer form, delivered, within the United
States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act
("Regulation S")) except in certain transactions exempt from the registration requirements of the Securities Act.
Certain of the Notes (the ("3(a)(2) Notes"), if any (including the guarantee of any 3(a)(2) Notes), may be offered
and sold in reliance upon an exemption from registration with the U.S. Securities and Exchange Commission (the
"SEC") provided in Section 3(a)(2) of the Securities Act.
Dealer
BB SECURITIES LIMITED

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TABLE OF CONTENTS
Page
Important Notices ................................................................................................................................................... 1
Presentation of Financial Information ..................................................................................................................... 4
Service of Process and Enforcement of Liabilities ................................................................................................... 5
Forward-Looking Statements .................................................................................................................................. 7
Summary................................................................................................................................................................ 8
Risk Factors ......................................................................................................................................................... 25
Information Incorporated by Reference ................................................................................................................. 62
Pricing Supplements and Drawdown Prospectuses ................................................................................................ 63
Forms of the Notes ............................................................................................................................................... 64
Terms and Conditions of the Senior Notes ............................................................................................................ 72
Terms and Conditions of the Subordinated Notes ................................................................................................ 100
Form of Pricing Supplement ............................................................................................................................... 129
Capitalization ..................................................................................................................................................... 141
Exchange Rates .................................................................................................................................................. 142
Use of Proceeds .................................................................................................................................................. 144
Selected Financial Information ........................................................................................................................... 145
Selected Statistical and Other Information........................................................................................................... 150
Management's Discussion and Analysis of Financial Condition and Results of Operations of the Bank ................ 162
Banking Industry Overview ................................................................................................................................ 222
Regulation of the Brazilian Banking Industry ...................................................................................................... 226
Regulation of the Cayman Islands Banking Industry ........................................................................................... 255
Bank Regulation and Supervision in the United States......................................................................................... 257
Description of the Bank ...................................................................................................................................... 258
Description of the Bank's Grand Cayman Branch ................................................................................................ 290
Description of the Bank's New York Branch ....................................................................................................... 291
Description of the Bank's London Branch ........................................................................................................... 292
Management....................................................................................................................................................... 293
Ownership .......................................................................................................................................................... 309
Related Party Transactions ................................................................................................................................. 310
Dividends and Dividend Policy ........................................................................................................................... 314
Taxation ............................................................................................................................................................. 315
Certain ERISA and Other Considerations............................................................................................................ 329
Subscription and Sale ......................................................................................................................................... 331
Transfer Restrictions .......................................................................................................................................... 340
General Information ........................................................................................................................................... 345
Description of Certain Differences Between Accounting Practices Adopted in Brazil and International
Financial Reporting Standards ............................................................................................................................ 347
Independent Accountants .................................................................................................................................... 349
Financial Statements and Auditors' Reports......................................................................................................... 350

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IMPORTANT NOTICES
Responsibility for this Base Prospectus
Banco do Brasil S.A., (the "Bank") acting through its Grand Cayman Branch (the "Bank's Grand
Cayman Branch"), its London Branch (the "Bank's London Branch"), and, in relation to any Note, issued or (as
the case may be) proposed to be issued by any of the Bank's London Branch or the Bank's Grand Cayman Branch
(hereinafter referred to as the "Issuer" and, in respect of any 3(a)(2) Notes, the Bank's New York Branch as
Guarantor of such 3(a)(2) Notes, the "3(a)(2) Notes Guarantor" and, together with the Bank, the Bank's Grand
Cayman Branch and the Bank's London Branch, the "Bank Parties") (the "Responsible Persons") accept
responsibility for the information contained in this Base Prospectus and any Pricing Supplement and declares that,
having taken all reasonable care to ensure that such is the case, the information contained in this Base Prospectus is,
to the best of its knowledge, in accordance with the facts and contains no omission likely to affect its import.
Pricing Supplement/Drawdown Prospectus
Each Tranche (as defined herein) of Notes will be issued on the relevant terms set out herein under "Terms
and Conditions of the Senior Notes" and "Terms and Conditions of the Subordinated Notes" (the "Conditions"), as
applicable and as supplemented by a document specific to such Tranche called a pricing supplement (a "Pricing
Supplement") or in a separate prospectus specific to such Tranche (a "Drawdown Prospectus"), as described under
"Pricing Supplements and Drawdown Prospectuses" below.
IN THE EVENT OF AN OFFER BEING MADE BY A FINANCIAL INTERMEDIARY, SUCH
FINANCIAL INTERMEDIARY WILL PROVIDE INFORMATION TO INVESTORS ON THE TERMS
AND CONDITIONS OF THE OFFER AT THE TIME THE OFFER IS MADE.
Other relevant information
This Base Prospectus must be read and construed together with any supplements hereto and with any
information incorporated by reference herein and, in relation to any Tranche of Notes which is the subject of a
Pricing Supplement, must be read and construed together with the relevant Pricing Supplement. In the case of a
Tranche of Notes which is the subject of a Drawdown Prospectus, each reference in this Base Prospectus to
information being specified or identified in the relevant Pricing Supplement should be read and construed as a
reference to such information being specified or identified in the relevant Drawdown Prospectus unless the context
requires otherwise.
The Responsible Persons have confirmed to the Dealer or Dealers named under "Subscription and Sale"
below that this Base Prospectus contains all information which is (in the context of the Programme, the issue,
offering and sale of the Notes and the guarantee of any 3(a)(2) Notes) material; that such information is true and
accurate in all material respects and is not misleading in any material respect; that any opinions, predictions or
intentions expressed herein are honestly held or made and are not misleading in any material respect; that this Base
Prospectus does not omit to state any material fact necessary to make such information, opinions, predictions or
intentions (in the context of the Programme, the issue, offering and sale of the Notes and the guarantee of any
3(a)(2) Notes) not misleading in any material respect; and that all proper enquiries have been made to verify the
foregoing.
Unauthorised information
No person has been authorised to give any information or to make any representation not contained in or
not consistent with this Base Prospectus or any other document entered into in relation to the Programme or any
information supplied by any Responsible Person or such other information as is in the public domain and, if given or
made, such information or representation should not be relied upon as having been authorised by the relevant
Responsible Person or the Dealer or Dealers.
Neither the Dealer nor any of its respective affiliates has authorised the whole or any part of this Base
Prospectus and none of them makes any representation or warranty or accepts any responsibility as to the accuracy
or completeness of the information contained in this Base Prospectus. Neither the delivery of this Base Prospectus

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or any Pricing Supplement nor the offering, sale or delivery of any Note shall, in any circumstances, create any
implication that the information contained in this Base Prospectus is true subsequent to the date hereof or the date
upon which this Base Prospectus has been most recently supplemented or that there has been no adverse change, or
any event reasonably likely to involve any adverse change, in the prospects or financial or trading position of the
Bank Parties since the date thereof or, if later, the date upon which this Base Prospectus has been most recently
supplemented or that any other information supplied in connection with the Programme is correct at any time
subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same.
Restrictions on distribution
The distribution of this Base Prospectus and any Pricing Supplement and the offering, sale and delivery of
the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Base Prospectus or
any Pricing Supplement comes are required by the relevant Issuer, if applicable, the 3(a)(2) Notes Guarantor and the
Dealer or Dealers to inform themselves about and to observe any such restrictions. For a description of certain
restrictions on offers, sales and deliveries of Notes and on the distribution of this Base Prospectus or any Pricing
Supplement and other offering material relating to the Notes, see "Subscription and Sale" and "Transfer
Restrictions."
In particular, the Notes have not been, and will not be, registered under the Securities Act or with any
securities regulatory authority of any state or other jurisdiction of the United States, and Notes in bearer form are
subject to U.S. tax law requirements. The Notes may not be offered, sold or (in the case of Notes in bearer form)
delivered within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S),
except in certain transactions exempt from the registration requirements of the Securities Act.
The Notes may be offered and sold (A) in bearer form or registered form outside the United States to non-
U.S. persons in reliance on Regulation S and (B) in registered form within the United States to qualified institutional
buyers (as defined in Rule 144A under the Securities Act ("Rule 144A")) in reliance on Rule 144A. Prospective
purchasers are hereby notified that sellers of the Notes may be relying on the exemption from the provisions of
Section 5 of the Securities Act provided by Rule 144A. For a description of these and certain further restrictions on
offers, sales and transfers of Notes, see "Subscription and Sale" and "Transfer Restrictions."
NEITHER THE PROGRAMME NOR THE NOTES HAVE BEEN APPROVED OR DISAPPROVED BY
THE SEC, ANY STATE SECURITIES COMMISSION IN THE UNITED STATES OR ANY OTHER U.S.
REGULATORY AUTHORITY, NOR HAS ANY OF THE FOREGOING AUTHORITIES PASSED UPON
OR ENDORSED THE MERITS OF ANY OFFERING OF NOTES OR THE ACCURACY OR ADEQUACY
OF THIS BASE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENCE IN THE UNITED STATES.
Neither this Base Prospectus nor any Pricing Supplement constitutes an offer or an invitation to subscribe
for or purchase any Notes and should not be considered as a recommendation by the Bank Parties, the Dealer or
Dealers or any of them that any recipient of this Base Prospectus or any Pricing Supplement should subscribe for or
purchase any Notes. Each recipient of this Base Prospectus or any Pricing Supplement shall be understood to have
made its own investigation and appraisal of the condition (financial or otherwise) of the Bank Parties.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS The Notes are not intended to be
offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to
any retail investor in the European Economic Area ("EEA"). For these purposes, a "retail investor" means a
person who is one (or more) of the following: (i) a retail client as defined in point (11) of Article 4(1) of
Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive
2002/92/EC, where that customer would not qualify as a professional client as defined in point (10) of Article
4(1) of MiFID II. Consequently no key information document required by Regulation (EU) No 1286/2014 (the
"PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors
in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available
to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
MIFID II product governance / target market The Pricing Supplement in respect of any Notes will
include a legend entitled "MiFID II Product Governance" which will outline the target market assessment in

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respect of the Notes and which channels for distribution of the Notes are appropriate. Any person
subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the
target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own
target market assessment in respect of the Notes (by either adopting or refining the target market assessment)
and determining appropriate distribution channels. A determination will be made in relation to each issue
about whether, for the purpose of the MiFID Product Governance rules under EU Delegated Directive
2017/593 (the "MiFID Product Governance Rules"), any Dealer subscribing for any Notes is a manufacturer
in respect of such Notes, but otherwise neither the Arranger nor the Dealers nor any of their respective
affiliates will be a manufacturer for the purpose of the MiFID Product Governance Rules.
Programme limit
The maximum aggregate principal amount of Notes outstanding and guaranteed at any one time under the
Programme will not exceed U.S.$20,000,000,000 (and, for this purpose, any Notes denominated in another currency
shall be translated into U.S. dollars at the date of the agreement to issue such Notes (calculated in accordance with
the provisions of the Dealer Agreement)). The maximum aggregate principal amount of Notes which may be
outstanding and guaranteed at any one time under the Programme may be increased from time to time, subject to
compliance with the relevant provisions of the Dealer Agreement as defined under "Subscription and Sale."
Certain definitions
In this Base Prospectus, unless otherwise specified, references to a "Member State" are references to a
Member State of the European Economic Area, references to "U.S.$," "U.S. dollars" or "dollars" are to United
States dollars, references to "EUR" or "euro" are to the currency introduced at the start of the third stage of
European economic and monetary union, and as defined in Article 2 of Council Regulation (EC) No 974/98 of 3
May 1998 on the introduction of the euro, as amended, and references to the "real," "reais" or "R$" are to the
currency of Brazil.
Certain figures included in this Base Prospectus have been subject to rounding adjustments; accordingly,
figures shown for the same category presented in different tables may vary slightly and figures shown as totals in
certain tables may not be an arithmetic aggregation of the figures which precede them.
Ratings
Tranches of Notes issued under the Programme will be rated or unrated. Where a Tranche of Notes is
rated, such rating will not necessarily be the same as the rating(s) described above or the rating(s) assigned to Notes
already issued. Where a Tranche of Notes is rated, the applicable rating(s) will be specified in the relevant Pricing
Supplement. Whether or not each credit rating applied for in relation to a relevant Tranche of Notes will be (1)
issued by a credit rating agency established in the EEA and registered under the CRA Regulation, or (2) issued by a
credit rating agency which is not established in the EEA but will be endorsed by a CRA which is established in the
EEA and registered under the CRA Regulation or (3) issued by a credit rating agency which is not established in the
EEA but which is certified under the CRA Regulation to be disclosed in the Pricing Supplement.
Stabilisation
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the
Stabilising Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) in the applicable Pricing
Supplement may over-allot Notes or effect transactions with a view to supporting the market price of the
Notes at a level higher than that which might otherwise prevail. However, stabilisation may not necessarily
occur. Any stabilisation action may begin on or after the date on which adequate public disclosure of the
terms of the offer of the relevant Tranche of Notes is made and, if begun, may cease at any time, but it must
terminate no later than the earlier of 30 days after the issue date of the relevant Tranche of Notes and 60 days
after the date of the allotment of the relevant Tranche of Notes. Any stabilisation action or over-allotment
must be conducted by the Stabilising Manager(s) (or persons acting on behalf of the Stabilising Manager(s))
in accordance with all applicable laws and rules.

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PRESENTATION OF FINANCIAL INFORMATION
The Bank and its consolidated subsidiaries' audited consolidated financial statements as of and for:
·
the years ended December 31, 2017 and 2016 (the "2017 Financial Statements"); and
·
the years ended December 31, 2016 and 2015 (the "2016 Financial Statements" and, together
with the 2017 Financial Statements, the " Financial Statements"),
in each case together with the notes thereto and included or incorporated by reference elsewhere in this Base
Prospectus, have been prepared in accordance with accounting practices adopted in Brazil applicable to financial
institutions, based on Brazilian Law No. 6,404, dated December 15, 1976, as amended, or the Brazilian Corporations
Law, the rules and instructions issued by the National Monetary Council (Conselho Monetário Nacional or
"CMN"), the Central Bank, and the Brazilian Securities Exchange Commision (Commissão de Valores Mobiliários
or "CVM"), as applicable. The accounting practices adopted in Brazil are defined, for the purposes of this Base
Prospectus, as "Brazilian GAAP," which differs in significant respects from generally accepted accounting
principles in the United States, or U.S. GAAP.
Moreover, the Committee of Accounting Pronouncements (Comitê de Pronunciamentos Contábeis, or
"CPC") have 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 shareholders' equity and results of the Bank.
In this Base Prospectus, 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 Base
Prospectus. 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.
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 Dealer Managers 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," and elsewhere in this Base Prospectus from reais into U.S.
dollars. Except as otherwise expressly indicated, the rate used to convert such amounts was R$3.308 per U.S.$1.00
(subject to rounding adjustments), which was the exchange rate in effect as of Demceber 31, 2017 as reported by the
Central Bank. The U.S. dollar equivalent information presented in this Base Prospectus 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 December 31, 2017 may not be indicative of future
exchange rates. See "Exchange Rate Information" for information regarding real/U.S. dollar exchange rates.

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SERVICE OF PROCESS AND ENFORCEMENT OF LIABILITIES
The Bank is duly incorporated as a corporation (sociedade anônima) with mixed capital (sociedade de
economia mista) under the laws of the Federative Republic of Brazil ("Brazil"). Substantially all of the directors
and officers of the Bank reside in Brazil. Substantially all of the assets of the Bank and of such directors and
officers are located in Brazil. In relation to any offering of Notes, each of the relevant Issuer and, if applicable, the
3(a)(2) Notes Guarantor has (i) agreed that the courts of England shall have exclusive jurisdiction to settle any
dispute (a "Dispute") arising out of or in connection with the Senior Notes; (ii) agreed that those courts are the most
appropriate and convenient courts to settle any Dispute and, accordingly, that it will not argue that any other courts
are more appropriate or convenient; (iii) designated a person in England to accept service of any process on its
behalf; (iv) consented to the enforcement of any judgment; and (v) to the extent that it may in any jurisdiction claim
for itself or its assets immunity from suit, execution, attachment (whether in aid of execution, before judgment or
otherwise) or other legal process, and to the extent that in any such jurisdiction there may be attributed to itself or its
assets or revenues such immunity (whether or not claimed), agreed not to claim and irrevocably waived such
immunity to the full extent permitted by the laws of such jurisdiction.
The Bank has been advised by its Brazilian counsel that judgments of non-Brazilian courts for civil
liabilities predicated upon the securities laws of the respective countries, including the laws of England and Wales,
subject to certain requirements described below, may be enforced in Brazil. A judgment against either the Bank
(including its Grand Cayman, London and New York branches) or any other person described above obtained
outside Brazil would be enforceable in Brazil against the Bank or any such person without reconsideration of the
merits, upon confirmation of that judgment by the Superior Court of Justice (Superior Tribunal de Justiça, or
"STJ"). That confirmation, generally, will occur if the foreign judgment:
·
fulfills all formal requirements for its enforceability under the laws of the country where the
foreign judgment is granted;
·
is issued by a competent court in the jurisdiction where the judgment took place (i) after proper
service on the parties, which must be made in accordance with the law where the foreign judgment
was rendered and not contrary to the applicable Brazilian law, or (ii) after sufficient evidence of
the failure of the defendant to attend court has been given, as established pursuant to applicable
law; or legally verified a default judgment;
·
is final and not subject to appeal and does not violate a final and unappealable decision issued by a
Brazilian court;
·
is duly apostilled (apostilado) by the competent authority of the place that the foreign judgment
was issued or, where the country in which the foreign judgment was issued is not a party to the
1961 Hague Convention Abolishing the Requirement of Legalization for Foreign Public
Documents of October 5, 1961, the foreign judgment should be legalized by a consular official of
Brazil having jurisdiction over the place of issuance, and the foreign judgement should be
accompanied by a translation into Portuguese of a Brazilian-registered sworn translator;
·
is not contrary to Brazilian national sovereignty, public policy, good morals or public morality (as
set forth in Brazilian law), and does not contain any provision which for any reason would not be
upheld by the courts of Brazil; and
·
does not violate the exclusive jurisdiction of the Brazilian judiciary authority.
Notwithstanding the foregoing, no assurance can be given that confirmation will be obtained, that the
process described above can be conducted in a timely manner or that a Brazilian court would enforce a monetary
judgment for violation of the securities laws of countries other than Brazil with respect to the Notes. The Bank
understands that original actions predicated on the securities laws of countries other than Brazil may be brought in
Brazilian courts and that, subject to Brazilian public policy, public morality and national sovereignty, Brazilian
courts may enforce civil liabilities in such actions against the Bank, its directors, certain of its officers and the
advisors named herein. Pursuant to Article 83 of Law No. 13,105, of March 16, 2015, as amended (the "New

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Brazilian Code of Civil Procedure"), a plaintiff (whether Brazilian or non-Brazilian) who resides outside or leaves
Brazil during the course of litigation in Brazil must provide a bond to guarantee court costs and legal fees if the
plaintiff owns no real property in Brazil that may ensure such payment. This bond must have a value sufficient to
satisfy the payment of court fees and defendant's attorneys' fees, as determined by the Brazilian judge. This
requirement does not apply to enforcement of foreign judgments which have been duly confirmed by the STJ, nor to
the exceptions set forth in certain limited circumstances (enforcement of extrajudicial instruments (which does not
include the Notes) that may be enforced in Brazil without the review of their merits (títulos executivos
extrajudiciais), counterclaims (reconvenções) or if the bond is exempted by treaty or international arrangement
signed by Brazil).

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FORWARD-LOOKING STATEMENTS
This Base Prospectus contains certain forward-looking statements. The words "anticipate," "believe,"
"expect," "plan," "intend," "target," "aim," "estimate," "project," "will," "would," "may," "could," "continue" and
similar expressions are intended to identify forward-looking statements. All statements other than statements of
historical fact included in this Base Prospectus, including, without limitation, those regarding the financial position,
business strategy, management plans and objectives for future operations of the Bank are forward-looking
statements. These forward-looking statements involve known and unknown risks, uncertainties and other factors,
which may cause our actual results, performance or achievements, or industry results, to be materially different from
those expressed or implied by these forward-looking statements. These forward-looking statements are based on
numerous assumptions regarding our present and future business strategies and the environment in which we expect
to operate in the future. Important factors that could cause our actual results, performance or achievements to differ
materially from those in the forward-looking statements include, among other factors described in this Base
Prospectus:
·
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, employment levels, inflation and the value of the real in relation to other
currencies, among other macroeconomic indicators;
·
existing and future governmental regulatory and tax proceedings and matters;
·
increases in defaults by borrowers and other loan delinquencies and increases in the provisions 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."
Additional factors that could cause actual results, performance or achievements to differ materially include,
but are not limited to, those discussed under "Risk Factors." Any forward-looking statements made by or on behalf
of the Bank speak only as at the date they are made. The Bank does not undertake to update forward-looking
statements to reflect any changes in their expectations with regard thereto or any changes in events, conditions or
circumstances on which any such statement is based.

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SUMMARY
This summary highlights information contained elsewhere in this Base Prospectus. It does not contain all
of the information that an investor should consider before making a decision to invest in the Notes. 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 Base Prospectus, in particular the information included in "Risk
Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations of the
Bank" and the consolidated financial statements and notes thereto included elsewhere in this Base Prospectus.
General Overview
Banco do Brasil is a multiple-service bank with headquarters in Brasília and a significant presence
throughout Brazil. In addition, the Bank conducts operations in key global economic and financial centers. The Bank
is one of the largest banks in Brazil in terms of assets, according to a report of the Central Bank issued in December
2017, and is the largest bank in the asset management sector with a 22.9% market share, in the agribusiness loan
sector with a 60.0% market share; and in the payroll loan sector with a 21.7% market share.
The Bank seeks sustainable results with a focus on asset quality and operational efficiency, and the use of
innovative technology to maintain and increase its large client base. The Bank uses advanced methodologies to
calculate credit risk before approving any credit. These methodologies were developed by the Bank and seek to
follow risk management best practices.
Such practices include credit risk assessments that assume the possibility of defaults up to 12 months after
the assessment is made; and measure client risk by relying on external information as well as internal information
based upon the existing relationship the client has with the Bank. The Bank has sought to improve its operational
efficiency and productivity while maintaining strict control of its administrative, personnel and operational
expenses. These have been carried out in levels which reflect that the entire organization is committed to controlling
expenses and using new technologies to improve efficiency.
From 2011 to December 31, 2017, the Bank invested approximately R$21.1 billion in technology seeking
to improve operational efficiency, reduce operational losses, expand business and improve customer service. As a
result of this investment, there has been a significant increase in our data storage capacity and, for the year ended
December 31, 2017, 99.0% of the Bank's electronic transactions are successfully completed.
Recent technological changes and changes in customers' behavior require increasingly electronic
operations. The Bank innovates in the area of electronic experiences by using tools such as the CRM (Customer
Relationship Model), big data integration and cloud solutions. The Bank is seeking to offer more proactive, assertive
and timely financial and insurance solutions to its clients. By understanding the customers' particular consumption
patterns and unique circumstances, we can use electronic solutions to offer the optimal product at the right time. Our
goals are:
(i)
making our electronic platforms the main channel for transactions and relationships;
(ii)
increasing the digitalization of our processes;
(iii)
adopting a business model for open banking, as described below; and
(iv)
increasing customer participation in digital channels of business.
The Bank launched an open banking platform on June 12, 2017. The goal of the platform is to create new
business and electronic environments by allowing the Bank's customers to choose to access their own banking
information through certain third-party applications approved by the Bank. With this permitted access through third-
party applications, other companies, developers, startups and fintechs will be able to create new solutions,
applications and services to improve the interaction between clients and the Bank.

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Document Outline

#353">Insert from: "F-Pages.pdf"
- #353">2017 + Relatório vfinal
  - #353">Report VFinal 2
    - #356">We evaluated the design and effectiveness of the relevant internal controls and with the assistance of our information technology specialists, we evaluated the general controls of information technology and automated key controls conducted by the Bank...
  - #362">2017 VFinal 2
- #464">2016 + Relatório