Obbligazione Bogotá Bank S.A. 5% ( US059514AA78 ) in USD

Bogotá Bank S.A.

100 USD ▼

Colombia

US059514AA78 ( in USD )

5% per anno ( pagato 2 volte l'anno)

14/01/2017 - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione Banco de Bogota S.A US059514AA78 in USD 5%, scaduta

Banco de Bogotá S.A. è una delle più grandi istituzioni finanziarie della Colombia, operante nel settore bancario commerciale e offrendo una vasta gamma di servizi finanziari a privati e aziende.

The Obbligazione issued by Bogotá Bank S.A. ( Colombia ) , in USD, with the ISIN code US059514AA78, pays a coupon of 5% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 14/01/2017

LUXEMBOURG LISTING PROSPECTUS

U.S.$600,000,000

Banco de Bogotá S.A.
(Incorporated in the Republic of Colombia)
5.00% Senior Notes due 2017
------------------------------
We offered U.S.$600,000,000 aggregate principal amount of our 5.00% senior notes due 2017. The notes will
mature on January 15, 2017. The notes will accrue interest at a rate of 5.00% per year, payable semi-annually in arrears
on January 15 and July 15 of each year, commencing on July 15, 2012.
We may redeem the notes, in whole or in part, by paying the greater of 100% of the outstanding principal amount
and a "make-whole" amount, in each case plus accrued and unpaid interest. Any redemption in part may not result in less than
U.S.$250 million aggregate principal amount of notes being outstanding after such redemption. In addition, we may redeem the
notes, in whole but not in part, at a price equal to 100% of the outstanding principal amount, plus accrued and unpaid interest
and any additional amounts, at any time upon the occurrence of specified events relating to Colombian tax law. See
"Description of the Notes--Optional redemption."
The notes will be our senior unsecured obligations, and will rank pari passu in right of payment with all of our
existing and future senior unsecured indebtedness (other than certain liabilities preferred by statute or by operation of law).
The notes will not be guaranteed by our subsidiaries and will not be entitled to any sinking fund.
Application has been made to list the notes on the official list of the Luxembourg Stock Exchange for trading on the
Euro MTF market.
Investing in the notes involves risks. See "Risk Factors" beginning on page 22 for a discussion of certain risks
that you should consider in connection with an investment in the notes.
------------------
Issue price: 98.894% plus accrued interest, if any, from December 19, 2011.
------------------
The notes have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended, or the
"Securities Act," or the securities laws of any other jurisdiction. The notes are being offered or sold only to (1) qualified
institutional buyers, as defined in Rule 144A under the Securities Act and (2) outside the United States to non-U.S. persons in
compliance with Regulation S under the Securities Act.
The notes have been automatically registered with the Colombian National Registry of Securities and Issuers
(Registro Nacional de Valores y Emisores). Registration does not constitute an opinion of the Colombian Superintendency of
Finance (Superintendencia Financiera de Colombia) as to approval of the quality of the notes or our solvency. The notes may
not be publicly offered or sold in the Republic of Colombia, or "Colombia."
No market currently exists for the notes. This Luxembourg Listing Prospectus, or "Offering memorandum," is
prepared for the purposes of listing the notes on the Luxembourg Stock Exchange only. The delivery of the notes was made to
investors in book-entry form through the facilities of The Depository Trust Company, for the accounts of its direct and indirect
participants, including Euroclear Bank S.A./N.V., or "Euroclear," and Clearstream Banking, société anonyme, Luxembourg,
or "Clearstream," on December 19, 2011.
------------------------------
Joint Book-Running Managers
Citi HSBC
J.P.
Morgan
------------------------------
The date of this Luxembourg Listing Prospectus is February 17, 2012.

TABLE OF CONTENTS

Page
Presentation of Financial and Other Information..........................................................................................................iv
Forward-Looking Statements ..................................................................................................................................... vii
Enforcement of Judgments ...........................................................................................................................................ix
Summary........................................................................................................................................................................1
Risk Factors .................................................................................................................................................................22
Exchange Rates and Foreign Exchange Controls ........................................................................................................41
Use of Proceeds ...........................................................................................................................................................44
Capitalization...............................................................................................................................................................45
Selected Financial and Operating Data........................................................................................................................47
Unaudited Pro Forma Condensed Consolidated Financial Information ......................................................................51
Selected Statistical Data ..............................................................................................................................................56
Management's Discussion and Analysis of Financial Condition and Results of Operations ....................................105
Industry......................................................................................................................................................................166
Business.....................................................................................................................................................................175
Supervision and Regulation.......................................................................................................................................219
Management ..............................................................................................................................................................235
Principal Shareholder ................................................................................................................................................240
Related Party Transactions ........................................................................................................................................241
Description of the Notes ............................................................................................................................................245
Tax Considerations ....................................................................................................................................................263
Plan of Distribution ...................................................................................................................................................266
Transfer Restrictions..................................................................................................................................................270
Listing and General Information ...............................................................................................................................272
Validity of the Notes..................................................................................................................................................273
Independent Auditors ................................................................................................................................................273
Index to Financial Statements.................................................................................................................................... F-1
Appendix A Summary of Certain Differences Between Colombian Banking GAAP and U.S. GAAP .............. A-1

We have not, and Citigroup Global Markets Inc., HSBC Securities (USA) Inc. and J.P. Morgan
Securities LLC (together, the "initial purchasers") have not, authorized any other person to provide you with
information other than this offering memorandum. Neither Banco de Bogotá (as defined below) nor the initial
purchasers are making an offer to sell or soliciting an offer to buy the notes in any jurisdiction where the
offer or sale is not permitted. You should assume that the information appearing in this offering
memorandum is accurate as of the date on the front cover of this offering memorandum only. Our business,
properties, results of operations or financial condition may have changed since that date. Neither the delivery
of this offering memorandum nor any sale made hereunder will under any circumstances imply that the
information herein is correct as of any date subsequent to the date on the cover of this offering memorandum.

This offering memorandum has been prepared by us solely for use in connection with the proposed offering of
the notes described in this offering memorandum. This offering memorandum is personal to each offeree and does
not constitute an offer to any other person or the public generally to subscribe for or otherwise acquire notes.
Distribution of this offering memorandum to any person other than the prospective investor and any person retained
to advise such prospective investor with respect to its purchase is unauthorized, and any disclosure of any of its
contents, without our prior written consent, is prohibited. Each prospective investor, by accepting delivery of this
offering memorandum, agrees to the foregoing. The issuer is responsible for preparing the information contained in
this offering memorandum.
i

By its acceptance hereof, each recipient agrees that neither it nor its agents, representatives, directors or
employees will copy, reproduce or distribute to others this offering memorandum, in whole or in part, at any time
without the prior written consent of Banco de Bogotá and will use this offering memorandum for the sole purpose of
evaluating a possible acquisition of the notes and no other purpose.
None of the U.S. Securities and Exchange Commission, or the "SEC," any U.S. state securities commission or
any other regulatory authority has approved or disapproved the notes or passed upon or endorsed the merits of this
offering or the accuracy or adequacy of this offering memorandum. Any representation to the contrary is a criminal
offense in the United States.
The notes are subject to restrictions on transfer and resale and may not be transferred or resold except as
permitted under the Securities Act and applicable state securities laws pursuant to registration or exemption
therefrom. As a prospective purchaser, you should be aware that you may be required to bear the financial risks of
this investment for an indefinite period of time. See "Transfer Restrictions."
Prospective investors are not to construe the contents of this offering memorandum, or any prior or subsequent
communications from Banco de Bogotá or other professionals associated with the offering, as legal, tax or business
advice. Each prospective investor should consult its own attorney and business advisor as to the legal, business, tax
and related matters concerning this investment. The initial purchasers are not acting as your advisors or agents. Prior
to entering into any transaction, you should determine, without reliance upon the initial purchasers or their affiliates,
the economic risks and merits, as well as the legal, tax and accounting characterizations and consequences of the
transaction, and independently determine that you are able to assume these risks. In this regard, by acceptance of
these materials, you acknowledge that you have been advised that (1) the initial purchasers are not in the business of
providing legal, tax or accounting advice, (2) you understand that there may be legal, tax or accounting risks
associated with the transaction, (3) you should receive legal, tax and accounting advice from advisors with
appropriate expertise to assess relevant risks, and (4) you should apprise senior management in your organization as
to the legal, tax and accounting advice (and, if applicable, risks) associated with this transaction and the initial
purchasers' disclaimers as to these matters.
This offering memorandum contains summaries of the notes and of certain documents, agreements and opinions
relating to this offering. Reference is hereby made to the actual documents for complete information concerning the
rights and obligations of the parties thereto.
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 ANNOTATED, ("RSA 421-B"), 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 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 HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF,
OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, 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.
ii

Available information
Banco de Bogotá is a corporation (sociedad anónima) organized under the laws of Colombia. Our registered
and principal executive offices are located at Calle 36 No. 7-47, Bogotá, Colombia, and our telephone number at
that address is +57 1 332 0032. Our website is http://www.bancodebogota.com.
Banco de Bogotá is a Colombian issuer of securities registered with the National Registry of Shares and Issuers
(Registro Nacional de Valores y Emisores) and is subject to oversight by the Superintendency of Finance (as defined
below). Our common shares are traded on the Colombian Stock Exchange (Bolsa de Valores de Colombia) under
the symbol "BBO." Accordingly, we are currently required to file quarterly and annual reports in Spanish and issue
notices of material events (información relevante) to the Superintendency of Finance and the Colombian Stock
Exchange. All such reports and notices are available at
http://superfinanciera.gov.co/web_valores/?MIval=Fechas_inf_fin&Tipo=001&Codigo=001&dibujo=simevcab.gif
&titulo=Entidades%20Encontradas and
http://en.bvc.com.co/pps/tibco/portalbvc/Home/Empresas/Emisores+BVC/Listado+de+Emisores.

Our parent, Grupo Aval (as defined below), is subject to the information requirements of the U.S. Securities
Exchange Act of 1934, as amended, or the "Exchange Act," applicable to foreign private issuers, and accordingly,
files or furnishes reports, including annual reports on Form 20-F, reports on Form 6-K, and other information with
the SEC, which may include information pertaining to us. You may read and copy any documents filed by Grupo
Aval at the SEC's public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-
800-SEC-0330 for further information on the public reference room. Grupo Aval's filings with the SEC are also
available to the public through the SEC's website at http://www.sec.gov.
These reports and notices and any information contained in, or accessible through, our website are not
incorporated by reference in, and do not constitute a part of, this offering memorandum.
For as long as any notes are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities
Act, we will, during any period in which we are neither subject to Section 13 or Section 15(d) of the Exchange Act
nor exempt from reporting pursuant to Rule 12g3-2(b) thereunder, provide to any holder or beneficial owner of such
restricted securities or to any prospective purchaser or subscriber of such restricted securities designated by such
holder or beneficial owner upon the request of such holder, beneficial owner or prospective purchaser or subscriber,
the information required to be delivered to such persons pursuant to Rule 144(d)(4) under the Securities Act (or any
successor provision thereto).
Definitions
In this offering memorandum, unless otherwise indicated or the context otherwise requires, the terms:
·
"Banco de Bogotá," the "bank," "we," "us," "our" and "our company" mean Banco de Bogotá S.A. and its
consolidated subsidiaries;
·
"Grupo Aval" means Grupo Aval Acciones y Valores S.A. and its consolidated subsidiaries;
·
"BAC Credomatic" or "BAC" means BAC Credomatic Inc. (formerly known as BAC Credomatic GECF
Inc.) and its consolidated subsidiary;
·
"Corficolombiana" means Corporación Financiera Colombiana S.A. and its consolidated subsidiaries;
·
"Porvenir" means Sociedad Administradora de Fondos de Pensiones y Cesantías Porvenir S.A. and its
consolidated subsidiary; and
·
"Superintendency of Finance" means the Colombian Superintendency of Finance, a supervisory authority
ascribed to the Colombian Ministry of Finance and Public Credit (Ministerio de Hacienda y Crédito
Público), or the "Ministry of Finance," holding the inspection, supervision and control authority over the
persons involved in financial activities, securities markets, insurance and any other operations related to the
management, use or investment of resources collected from the public.
iii

PRESENTATION OF FINANCIAL AND OTHER INFORMATION
All references herein to "peso," "pesos" or "Ps" refer to the lawful currency of Colombia. All references to
"U.S. dollars," "dollars" or " U.S.$" are to United States dollars. See "Exchange Rates and Foreign Exchange
Controls" for information regarding exchange rates for the Colombian currency since 2006. This offering
memorandum translates certain Colombian peso amounts into U.S. dollars at specified rates solely for the
convenience of the reader. The conversion of amounts expressed in Colombian pesos as of a specified date at the
then prevailing exchange rate may result in presentation of U.S. dollar amounts that differ from U.S. dollar amounts
that would have been obtained by converting Colombian pesos as of another specified date. Unless otherwise
indicated, such peso amounts have been translated at the rate of Ps 1,772.32 per U.S.$1.00, which corresponds to the
representative market rate calculated on June 30, 2011. Such conversion should not be construed as a representation
that the peso amounts correspond to, or have been or could be converted into, U.S. dollars at that rate or any other
rate. On December 12, 2011, the representative market rate was Ps 1,927.10 per U.S.$1.00. See "Exchange Rates
and Foreign Exchange Controls."
Financial statements
Banco de Bogotá and its Colombian financial subsidiaries, including Porvenir and Corficolombiana are entities
under the comprehensive supervision of, and subject to inspection and surveillance as financial institutions by, the
Superintendency of Finance. Banco de Bogotá is required to comply with capital adequacy regulations, and each of
its financial subsidiaries is separately required to comply with capital adequacy regulations applicable to banks and
other financial institutions. In addition, Banco de Bogotá is an issuer in Colombia of securities registered with the
National Registry of Shares and Issuers, and in this capacity, it is subject to oversight by the Superintendency of
Finance. Banco de Bogotá is required to comply with corporate governance and periodic reporting requirements to
which all issuers are subject.
Our consolidated financial statements at December 31, 2010 and 2009 and for each of the years ended
December 31, 2010, 2009 and 2008, or "our audited annual consolidated financial statements," and our consolidated
financial statements at June 30, 2011 and for the six-month periods ended June 30, 2011 and 2010, or "our audited
six-month consolidated financial statements," have each been audited by KPMG Ltda., independent auditors, as
stated in their report appearing elsewhere herein. Our historical results are not necessarily indicative of results to be
expected for future periods. We have included our unaudited financial statements at September 30, 2011
commencing on page F-4 to F-53 and as such you should refer to those financial statements and "Summary-Recent
developments" when we refer to June 30, 2011 throughout this offering memorandum for more up-to-date
information.
We have prepared these financial statements and other financial data included herein in accordance with the
regulations of the Superintendency of Finance for financial institutions (including Resolution 3600 of 1988 and
External Circular 100 of 1995) and, on issues not addressed by these regulations, generally accepted accounting
principles prescribed by the Superintendency of Finance for banks licensed to operate in Colombia on the issue date,
consistently applied, together with such regulations, "Colombian Banking GAAP." The audited annual consolidated
financial statements and audited six-month consolidated financial statements have not been reviewed or approved by
the Superintendency of Finance; however, consolidated financial statements for the six-month periods ended June 30
and December 31 of each year, prepared on the basis of Colombian Banking GAAP, are remitted to the
Superintendency of Finance for their review.
Colombian Banking GAAP differs in certain significant respects from generally accepted accounting principles
in the United States, or "U.S. GAAP." See "Appendix A--Summary of Certain Differences Between Colombian
Banking GAAP and U.S. GAAP" for a description of the principal differences between Colombian Banking GAAP
and U.S. GAAP, and how those differences might affect the financial information contained herein.
BAC Credomatic acquisition
On July 15, 2010, we entered into a stock purchase agreement with GE Consumer Finance Central Holdings
Corp. and General Electric Capital Corporation (collectively, "GE Capital"), to acquire all of the outstanding shares
of BAC Credomatic GECF Inc., a company incorporated under the laws of the British Virgin Islands, for U.S.$1.92
iv

billion, subject to certain adjustments. BAC Credomatic is a Central American banking group. We completed the
acquisition on December 9, 2010. See "BusinessBAC Credomatic."
The consolidated financial statements of BAC Credomatic and subsidiary at and for the years ended December
31, 2010 and 2009 have been audited by KPMG, independent auditors, as stated in their report appearing elsewhere
herein. These financial statements and other financial data of BAC Credomatic at or prior to December 31, 2010
have been prepared in accordance with U.S. GAAP. As permitted by the Superintendency of Finance, Banco de
Bogotá began consolidating BAC Credomatic's results from December 1, 2010 in its consolidated financial
statements.
We have also included in this offering memorandum unaudited pro forma condensed consolidated financial
information for the year ended December 31, 2010, in order to illustrate the effects of our acquisition of BAC
Credomatic on December 9, 2010 and the related Banco de Bogotá financing on our results of operations. See
"Unaudited Pro Forma Condensed Consolidated Financial Information." The unaudited pro forma condensed
consolidated statement of income data for the year ended December 31, 2010 gives effect to our acquisition of BAC
Credomatic and the related Banco de Bogotá financing as if they had occurred on January 1, 2010. We have not
included a pro forma balance sheet at December 31, 2010 because BAC Credomatic's financial data are reflected in
our balance sheet at December 31, 2010.
The unaudited pro forma condensed consolidated income statement presented in this offering memorandum is
derived from the historical financial statements of BAC Credomatic and subsidiary, prepared in accordance with
U.S. GAAP and adjusted for the most significant differences to reconcile the financial statements with Colombian
Banking GAAP as set forth in the pro forma income statement, and from the condensed historical consolidated
financial statements of Banco de Bogotá and subsidiary. The unaudited pro forma condensed consolidated financial
information is presented for informational purposes only and does not purport to represent our results of operations
or financial condition had our acquisition of BAC Credomatic and the related Banco de Bogotá financing occurred
at the respective dates indicated above. In addition, the unaudited pro forma condensed consolidated financial
information does not purport to project our future financial position or results of operations at any future date or for
any future period and should be read in conjunction with the financial statements included in this offering
memorandum.
As a consequence of the acquisition, our results of operations for the year ended December 31, 2010 and for the
six-month period ended June 30, 2011 may not be comparable with prior periods. As permitted by the
Superintendency of Finance, we have included a one-month period ended December 31, 2010 of BAC Credomatic
financial data in our consolidated results of operations for the year ended December 31, 2010.
At and for periods ended December 31, 2010, we present BAC Credomatic financial information in U.S.
GAAP. At and for periods ended after December 31, 2010, we present Leasing Bogotá Panamá financial
information prepared under Colombian Banking GAAP for BAC Credomatic in this offering memorandum. Leasing
Bogotá Panamá acquired BAC Credomatic and consolidates its operations under Colombian Banking GAAP; its
standalone operations are immaterial. In December 2010, Leasing Bogotá Panamá entered into a term loan for
U.S.$270 million to finance, in part, the BAC Credomatic acquisition.
Market share and other information
We obtained market and competitive position data, including market forecasts, used throughout this offering
memorandum from market research, publicly available information, and industry publications. We have presented
this data on the basis of information from third-party sources that we believe are reliable, including, among others,
the International Monetary Fund, or "IMF," the Superintendency of Finance, the Colombian Stock Exchange, the
Colombian National Bureau of Statistics (Departamento Administrativo Nacional de Estadística), or "DANE," the
2009 and 2010 World Bank Development Indicators, the Economist Intelligence Unit, Euromonitor International
and the Association of Banking and Financial Institutions of Colombia (Asociación Bancaria y de Entidades
Financieras de Colombia), or "Asobancaria." Industry and government publications, including those referenced
herein, generally state that the information presented has been obtained from sources believed to be reliable, but that
the accuracy and completeness of such information is not guaranteed. Unless otherwise indicated, gross domestic
product, or "GDP," figures with respect to Colombia in this offering memorandum are based on the 2005 base year
v

data series published by DANE. Although we have no reason to believe that any of this information or these reports
is inaccurate in any material respect, we have not independently verified the competitive position, market share,
market size, market growth or other data provided by third parties or by industry or other publications. We and the
initial purchasers do not make any representation or warranty as to the accuracy of such information.
Except where otherwise indicated, our balance sheet and statement of income data included in this offering
memorandum reflects consolidated Colombian Banking GAAP information, while comparative disclosures of our
financial and operating performance against that of our competitors are based on unconsolidated information
prepared on the basis of Colombian Banking GAAP reported to the Superintendency of Finance. Except where
otherwise indicated, financial and market share data pertaining to BAC Credomatic has been prepared on the basis
of U.S. GAAP.
Credit institutions are a major category of financial institutions under Colombian banking regulations. Credit
institutions include banks, financing companies and financial corporations. Banks undertake traditional deposit-
taking and lending activities. Financing companies place funds in circulation by means of active credit operations,
with the purpose of fostering the sale of goods and services, including the development of leasing operations.
Finance corporations invest directly in the economy and thus are the only vehicles through which a bank may invest
in non-financial sectors. See "Supervision and Regulation." We are a bank, and operate one finance corporation, and
our market share is determined by comparing our banking operations to other banks reporting their results to the
Superintendency of Finance; however, if market share data including financing companies, finance corporations and
other institutions, is considered, our market share would generally be lower than in a bank-only comparison and the
gaps between our market share and those of our competitors would be smaller. We consider our principal
competitors in Colombia to be Bancolombia S.A., or "Bancolombia," Banco Davivienda S.A., or "Davivienda," and
Banco Bilbao Vizcaya Argentaria Colombia S.A., or "BBVA Colombia," which are the three leading banking
groups in Colombia after Grupo Aval. We also compete to a lesser extent with Grupo Aval's other banks, Banco de
Occidente S.A. or "Banco de Occidente," Banco Popular S.A. or "Banco Popular," and Banco Comercial AV Villas
S.A. or "Banco AV Villas." Porvenir's, our pension and severance fund administrator, principal competitors are
Administradora de Fondos de Pensiones y Cesantía Protección S.A., or "Protección," BBVA Horizonte Sociedad
Administradora de Fondos de Pensiones y de Cesantías S.A., or "BBVA Horizonte," Colfondos S.A. Pensiones y
Cesantías, or "Colfondos," ING Administradora de Fondos de Pensiones y Cesantía S.A., or "ING," and Skandia
Administradora de Fondos de Pensiones y Cesantías S.A., or "Skandia." Corficolombiana, our merchant bank is a
financial corporation, and our principal competitors are Banca De Inversión, Bancolombia S.A., J.P. Morgan
Corporación Financiera S.A. and BNP Paribas Colombia Corporación Financiera S.A.
Annualized ratios
We present net interest margin, return on average assets, return on average shareholders' equity, charge-offs to
average outstanding loans and other financial ratios for the six-month periods ended June 30, 2011 and 2010 on an
annualized basis by multiplying earnings for the six-month period by two. Annualized ratios are not necessarily
indicative of the ratios that will be achieved in full-year 2010.
Other conventions
Certain amounts included in this offering memorandum have been subject to rounding adjustments.
Accordingly, amounts shown as totals in certain tables may not be an arithmetic summation of the figures that
precede them.
References to "billions" in this offering memorandum are to 1,000,000,000s and to "trillions" are to
1,000,000,000,000s.
"Minority interest" and "non-controlling interest" refer to the participation of minority shareholders in Banco de
Bogotá and our subsidiaries, as applicable.
vi

FORWARD-LOOKING STATEMENTS
This offering memorandum contains estimates and forward-looking statements, principally in "Risk Factors,"
"Business" and "Management's Discussion and Analysis of Financial Condition and Results of Operations." Some
of the matters discussed concerning our operations and financial performance include estimates and forward-looking
statements within the meaning of the Securities Act and the Exchange Act.
Our estimates and forward-looking statements are mainly based on our current expectations and estimates on
projections of future events and trends, which affect or may affect our businesses and results of operations. Although
we believe that these estimates and forward-looking statements are based upon reasonable assumptions, they are
subject to several risks and uncertainties and are made in light of information currently available to us. Our estimates
and forward-looking statements may be influenced by the following factors, among others:
·
changes in Colombian, Central American, regional and international business and economic, political or
other conditions;
·
developments affecting Colombian and international capital and financial markets;
·
government regulation and tax matters and developments affecting our company and industry;
·
increases in defaults by our customers;
·
increases in goodwill impairment losses;
·
decreases in deposits, customer loss or revenue loss;
·
increases in provisions for contingent liabilities;
·
our ability to sustain or improve our financial performance;
·
increases in inflation rates;
·
changes in interest rates which may, among other effects, adversely affect margins and the valuation of our
treasury portfolio;
·
decreases in the spread between investment yields and implied interest rates in annuities;
·
movements in exchange rates;
·
competition in the banking and financial services, credit card services, insurance, asset management,
pension fund administration and related industries;
·
adequacy of risk management procedures and credit, market and other risks of lending and investment
activities;
·
decreases in our level of capitalization;
·
changes in market values of Colombian and Central American securities, particularly Colombian
government securities;
·
adverse legal or regulatory disputes or proceedings;
·
internal security issues affecting countries where we will operate and natural disasters;
·
loss of key members of our senior management; and
·
other risk factors as set forth under "Risk Factors."
vii

The words "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect" and similar words
are intended to identify estimates and forward-looking statements. Estimates and forward-looking statements speak
only at the date they were made, and we undertake no obligation to update or to review any estimate and/or forward-
looking statement because of new information, future events or other factors. Estimates and forward-looking
statements involve risks and uncertainties and are not guarantees of future performance. Our future results may
differ materially from those expressed in these estimates and forward-looking statements. In light of the risks and
uncertainties described above, the estimates and forward-looking statements discussed in this offering memorandum
might not occur and our future results and our performance may differ materially from those expressed in these
forward-looking statements due to, inclusive, but not limited to, the factors mentioned above. Because of these
uncertainties, you should not make any investment decision based on these estimates and forward-looking
statements.
These cautionary statements should be considered in connection with any written or oral forward-looking
statements that we may issue in the future.
viii

ENFORCEMENT OF JUDGMENTS
Banco de Bogotá S.A. is incorporated under the laws of Colombia. All of our directors and officers reside
outside the United States. Substantially all of our assets are located outside the United States, primarily in Colombia.
As a result, it may not be possible, or it may be difficult, for you to effect service of process upon us or these other
persons within the United States or to enforce judgments obtained in U.S. courts against us or them, including those
predicated upon the civil liability provisions of the U.S. federal securities laws.
Colombian courts will determine whether to enforce a U.S. judgment predicated on the U.S. securities laws
through a procedural system known under Colombian law as "exequatur." Colombian courts will enforce a foreign
judgment, without reconsideration of the merits, only if the judgment satisfies the requirements of Articles 693 and
694 of Colombia's Code of Civil Procedure, which provide that the foreign judgment will be enforced if:
·
a treaty or convention exists between Colombia and the country where the judgment was granted or there is
reciprocity in the recognition of foreign judgments between the courts of the relevant jurisdiction and the
courts of Colombia;
·
the foreign judgment does not relate to "in rem" rights vested in assets that were located in Colombia at the
time the suit was filed and does not contravene or conflict with Colombian laws relating to public order
other than those governing judicial procedures;
·
the foreign judgment, in accordance with the laws of the country in which it was obtained, is final and not
subject to appeal, and a duly certified and authenticated copy of the judgment has been presented to a
competent court in Colombia;
·
the foreign judgment does not refer to any matter upon which Colombian courts have exclusive
jurisdiction;
·
no proceeding is pending in Colombia with respect to the same cause of action, and no final judgment has
been awarded in any proceeding in Colombia on the same subject matter and between the same parties; and
·
in the proceeding commenced in the foreign court that issued the judgment, the defendant was served in
accordance with the law of such jurisdiction and in a manner reasonably designed to give the defendant an
opportunity to defend itself against the action.
The United States and Colombia do not have a bilateral treaty providing for automatic reciprocal recognition
and enforcement of judgments in civil and commercial matters. The Colombian Supreme Court, which is the only
Colombian court that can recognize foreign judgments, has generally accepted that reciprocity exists when it has
been proven that either a U.S. court has enforced a Colombian judgment or that a U.S. court would enforce a foreign
judgment, including a judgment issued by a Colombian court. However, decisions as to enforceability are
considered by Colombian courts on a case-by-case basis, and we do not believe there has been a case to date in
which the Colombian Supreme Court was asked to enforce a U.S. judgment relating to U.S. securities laws.
Notwithstanding the foregoing, we cannot assure you that a Colombian court would enforce a U.S. based
judgment with respect to the notes based on U.S. securities laws. We have been advised by our Colombian counsel
that there is no legal basis for original actions to be brought against us or our directors and executive officers in a
Colombian court predicated solely upon the provisions of the U.S. securities laws. In addition, certain remedies
available under provisions of the U.S. securities laws may not be admitted or enforced by Colombian courts.

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