Obbligazione BRASIL BANCO S.A. 4.625% ( USP3772WAH53 ) in USD

Emittente BRASIL BANCO S.A.
Prezzo di mercato 100 USD  ▲ 
Paese  Brasile
Codice isin  USP3772WAH53 ( in USD )
Tasso d'interesse 4.625% per anno ( pagato 2 volte l'anno)
Scadenza 14/01/2025 - Obbligazione è scaduto



Prospetto opuscolo dell'obbligazione Banco do Brasil S.A USP3772WAH53 in USD 4.625%, scaduta


Importo minimo 200 000 USD
Importo totale 1 000 000 000 USD
Cusip P3772WAH5
Standard & Poor's ( S&P ) rating BB- ( Non-investment grade speculative )
Moody's rating N/A
Descrizione dettagliata Banco do Brasil S.A. è una banca pubblica brasiliana, una delle più grandi del paese e del Sud America, operante a livello nazionale e internazionale con servizi di investimento, finanziamento e gestione patrimoniale.

Il bond Banco do Brasil S.A. (ISIN: USP3772WAH53, CUSIP: P3772WAH5), emesso in Brasile per un ammontare totale di 1.000.000.000 USD, con cedola del 4,625%, scadenza 14/01/2025, taglio minimo 200.000 USD, pagamenti semestrali, rating S&P BB-, è giunto a scadenza ed è stato rimborsato al 100% del valore nominale.







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 fulfill 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
March 12, 2019





TABLE OF CONTENTS
Page
Important Notices ....................................................................................................................................................... 1
Presentation of Financial Information ....................................................................................................................... 5
Service of Process and Enforcement of Liabilities ................................................................................................... 6
Forward-Looking Statements .................................................................................................................................... 8
Summary .................................................................................................................................................................... 9
Risk Factors .............................................................................................................................................................. 26
Information Incorporated by Reference .................................................................................................................. 61
Pricing Supplements and Drawdown Prospectuses................................................................................................. 62
Forms of the Notes ................................................................................................................................................... 63
Terms and Conditions of the Senior Notes .............................................................................................................. 71
Terms and Conditions of the Subordinated Notes ................................................................................................... 99
Form of Pricing Supplement .................................................................................................................................. 128
Capitalization ......................................................................................................................................................... 139
Exchange Rates ...................................................................................................................................................... 140
Use of Proceeds ...................................................................................................................................................... 142
Selected Financial Information .............................................................................................................................. 143
Selected Statistical and Other Information ............................................................................................................ 148
Management's Discussion and Analysis of Financial Condition and Results of Operations of the Bank .......... 162
Banking Industry Overview ................................................................................................................................... 221
Regulation of the Brazilian Banking Industry ....................................................................................................... 225
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 ................................................................................................ 289
Description of the Bank's New York Branch ........................................................................................................ 290
Description of the Bank's London Branch ............................................................................................................ 291
Management ........................................................................................................................................................... 292
Ownership .............................................................................................................................................................. 307
Related Party Transactions .................................................................................................................................... 308
Dividends and Dividend Policy ............................................................................................................................. 312
Taxation .................................................................................................................................................................. 313
Certain ERISA and Other Considerations ............................................................................................................. 327
Subscription and Sale ............................................................................................................................................. 329
Transfer Restrictions .............................................................................................................................................. 338
General Information ............................................................................................................................................... 342
Description of Certain Differences Between Accounting Practices Adopted in Brazil and International Financial
Reporting Standards .................................................................................................................................. 344
Independent Accountants ....................................................................................................................................... 346
Financial Statements and Auditors' Reports ......................................................................................................... F-1

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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.
Unauthorized information
No person has been authorized 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 authorized by the
relevant Responsible Person or the Dealer or Dealers.
Neither the Dealer nor any of its respective affiliates has authorized 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
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Base Prospectus 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."
This Base Prospectus is for distribution only to persons who (i) have professional experience in matters
relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (as amended, the "Financial Promotion Order"), (ii) are persons falling within Article
49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.") of the Financial Promotion Order,
(iii) are outside the United Kingdom, or (iv) are persons to whom an invitation or inducement to engage in
investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in
connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be
communicated (all such persons together being referred to as "relevant persons"). This Base Prospectus is
directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons.
Any investment or investment activity to which this Base Prospectus relates is available only to relevant persons
and will be engaged in only with relevant persons.
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.
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NOTICE TO EEA INVESTORS ­ This Base Prospectus has been prepared on the basis that any
offer of Notes in any Member State of the European Economic Area ("EEA") will be made pursuant to an
exemption under the Prospectus Directive from the requirement to publish a prospectus for offers of
Notes. The expression "Prospectus Directive" means Directive 2003/71/EC (as amended or superseded),
and includes any relevant implementing measure in the Member State concerned.
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 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 (EU) 2016/97 (as amended),
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 (as
amended, 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 relevant Pricing Supplement in respect of
any Notes will include a legend entitled "MiFID II Product Governance" which will outline the target
market assessment in 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 of Notes 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 Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the
MiFID Product Governance Rules.
Singapore SFA Product Classification ­ In connection with Section 309B of the Securities and
Futures Act (Chapter 289) of Singapore (the "SFA") and the Securities and Futures (Capital Markets
Products) Regulations 2018 of Singapore (the "CMP Regulations 2018"), unless otherwise specified before
an offer of Notes, the Issuer has determined, and hereby notifies all relevant persons (as defined in
Section 309A(1) of the SFA), that the Notes to be issued under the Programme are `prescribed capital
markets products' (as defined in the CMP Regulations 2018) and Excluded Investment Products (as
defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice
FAAN16: Notice on Recommendations on Investment Products).
Programme limit
The maximum aggregate principal amount of Notes outstanding and guaranteed at any one time under
the Programme will not exceed US$20,000,000,000 (and, for this purpose, any Notes denominated in another
currency shall be translated into U.S. dollars at the date of the agreement to issue such Notes (calculated in
accordance with the provisions of the Dealer Agreement)). The maximum aggregate principal amount of Notes
which may be outstanding and guaranteed at any one time under the Programme may be increased from time to
time, subject to compliance with the relevant provisions of the Dealer Agreement as defined under
"Subscription and Sale."
Certain definitions
In this Base Prospectus, unless otherwise specified, references to a "Member State" are references to a
Member State of the European Economic Area, references to "US$," "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.
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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.
Stabilization
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the
Stabilizing Manager(s) (or persons acting on behalf of any Stabilizing Manager(s)) in the applicable
Pricing Supplement may over-allot Notes (provided that, in the case of any offering of Notes to be
admitted to trading on an EEA trading venue as defined in Regulation (EU) No 596/2014 (as amended,
the "Market Abuse Regulation"), the aggregate principal amount of Notes allotted does not exceed 105
per cent. of the aggregate principal amount of the Notes subject to the offering, or 115 per cent. of such
amount where Article 8 of Commission Delegated Regulation (EU) 2016/1052 applies and there is a
"greenshoe option" as defined in that Regulation) 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,
stabilization may not necessarily occur. Any stabilization 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 end 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 stabilization action or over-allotment must be conducted by the relevant Stabilizing
Manager(s) (or persons acting on behalf of the Stabilizing Manager(s)) in accordance with all applicable
laws and rules and will be undertaken at the offices of the Stabilizing Manager(s) (or persons acting on
behalf of the Stabilizing Manager(s)) and on the Euro MTF Market.
Responsibility of the Dealer(s)
In connection with the Programme, the Dealer(s) are not acting for anyone other than the relevant
Issuer and will not be responsible to anyone other than the relevant Issuer for providing the protections afforded
to their clients nor for providing advice in relation to the Programme or any offering of Notes thereunder.


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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, 2018 and 2017 (the "2018 Financial Statements"); and
·
the years ended December 31, 2017 and 2016 (the "2017 Financial Statements" and, together with the
2018 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 Commission (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$3.875 per US$1.00 (subject to rounding adjustments), which was the exchange rate in effect as of December
31, 2018 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, 2018 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 Brazilian Code of Civil Procedure"), a plaintiff (whether Brazilian or non-Brazilian) who
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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 the Bank's 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 the Bank's present and future business
strategies and the environment in which we expect to operate in the future. Important factors that could cause
the Bank's 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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