Obligation Brasil Bank (Grand Cayman Branch) 4.875% ( USP3772WAK82 ) en USD

Société émettrice Brasil Bank (Grand Cayman Branch)
Prix sur le marché refresh price now   98.217 %  ▼ 
Pays  Bresil
Code ISIN  USP3772WAK82 ( en USD )
Coupon 4.875% par an ( paiement semestriel )
Echéance 11/01/2029



Prospectus brochure de l'obligation Banco do Brasil (Grand Cayman Branch) USP3772WAK82 en USD 4.875%, échéance 11/01/2029


Montant Minimal 200 000 USD
Montant de l'émission 500 000 000 USD
Cusip P3772WAK8
Notation Standard & Poor's ( S&P ) N/A
Notation Moody's N/A
Prochain Coupon 11/07/2025 ( Dans 14 jours )
Description détaillée Banco do Brasil (Grand Cayman Branch) est une filiale internationale de Banco do Brasil, offrant des services bancaires aux entreprises et aux institutions financières dans les îles Caïmans.

L'Obligation émise par Brasil Bank (Grand Cayman Branch) ( Bresil ) , en USD, avec le code ISIN USP3772WAK82, paye un coupon de 4.875% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 11/01/2029








BASE PROSPECTUS



BANCO DO BRASIL S.A.
A bank structured as a corporation (sociedade por ações) 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")
to be 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 (as defined herein). Banco do Brasil S.A.'s Legal Entity
Identifier is QE0Q0253K88YAGNPE356. This Base Prospectus constitutes a prospectus for purposes of Part IV
of the Luxembourg law on prospectuses for securities dated July 16, 2019. 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
September 13, 2021





TABLE OF CONTENTS
Page
Important Notices ................................................................................................................................................... 1
Presentation of Financial Information .................................................................................................................... 6
Service of Process and Enforcement of Liabilities ................................................................................................. 8
Forward-Looking Statements ............................................................................................................................... 10
Summary............................................................................................................................................................... 12
Risk Factors .......................................................................................................................................................... 29
Information Incorporated by Reference ................................................................................................................ 70
Pricing Supplements and Drawdown Prospectuses .............................................................................................. 71
Forms of the Notes ............................................................................................................................................... 72
Terms and Conditions of the Senior Notes ........................................................................................................... 80
Terms and Conditions of the Subordinated Notes .............................................................................................. 108
Form of Pricing Supplement ............................................................................................................................... 137
Capitalization ...................................................................................................................................................... 151
Exchange Rates .................................................................................................................................................. 152
Use of Proceeds .................................................................................................................................................. 153
Selected Financial Information ........................................................................................................................... 154
Selected Statistical and Other Information ......................................................................................................... 158
Management's Discussion and Analysis of Financial Condition and Results of Operations of the Bank .......... 171
Banking Industry Overview ................................................................................................................................ 230
Regulation of the Brazilian Banking Industry .................................................................................................... 234
Regulation of the Cayman Islands Banking Industry ......................................................................................... 269
Bank Regulation and Supervision in the United States ...................................................................................... 271
Description of the Bank ...................................................................................................................................... 272
Description of the Bank's Grand Cayman Branch.............................................................................................. 307
Description of the Bank's New York Branch ..................................................................................................... 308
Description of the Bank's London Branch ......................................................................................................... 309
Management ....................................................................................................................................................... 310
Ownership........................................................................................................................................................... 324
Related Party Transactions ................................................................................................................................. 325
Dividends and Dividend Policy .......................................................................................................................... 332
Taxation .............................................................................................................................................................. 333
Certain ERISA and Other Considerations .......................................................................................................... 347
Subscription and Sale ......................................................................................................................................... 348
Transfer Restrictions ........................................................................................................................................... 358
General Information ........................................................................................................................................... 362
Description of Certain Differences Between Accounting Practices Adopted in Brazil and International Financial
Reporting Standards ............................................................................................................................... 364
Independent Auditors ......................................................................................................................................... 366
Index to Financial Statements ............................................................................................................................. F-1


-i-




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 Base Prospectus
or any Pricing Supplement nor the offering, sale or delivery of any Note shall, in any circumstances, create any

-1-




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 (the "UK"), 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,
as amended (the "FSMA")) 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.
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

-2-




exemption under Regulation (EU) 2017/1129 (as amended or superseded, the "Prospectus Regulation")
from the requirement to publish a prospectus for offers of Notes.
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, the
"Insurance Distribution Directive"), 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 may 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 (for the purposes of this paragraph, 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.
NOTICE TO UK INVESTORS ­ This Base Prospectus has been prepared on the basis that any
offer of Notes in the UK will be made pursuant to an exemption under the FSMA and the Prospectus
Regulation as it forms part of domestic law in the UK by virtue of the European Union (Withdrawal) Act
2018 (the "EUWA") from the requirement to publish a prospectus for offers of Notes.
PROHIBITION OF SALES TO UK 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 UK. For these purposes, a "retail investor" means a person who is one (or more)
of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of
domestic law by virtue of the EUWA; or (ii) a customer within the meaning of the provisions of the FSMA
and any rules or regulations made under the FSMA to implement the Insurance Distribution Directive,
where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of
Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA. Consequently no
key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by
virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Notes or otherwise making
them available to retail investors in the UK has been prepared and therefore offering or selling the Notes
or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs
Regulation.
UK MiFIR product governance / target market ­ The relevant Pricing Supplement in respect of
any Notes may include a legend entitled "UK MiFIR 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 (for the purposes of this paragraph,
a "distributor") should take into consideration the target market assessment; however, a distributor
subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR
Product Governance Rules") 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 UK MiFIR Product Governance Rules, any Dealer subscribing for any Notes is a

-3-




manufacturer in respect of such Notes, but otherwise neither the Dealers nor any of their respective
affiliates will be a manufacturer for the purposes of the UK MIFIR 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.
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 (as defined herein) 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. In general, EU regulated investors are restricted from using a rating
for regulatory purposes if such rating is not issued by a credit rating agency established in the EEA and registered
under the CRA Regulation (as defined herein) unless: (1) the rating is provided by a credit rating agency not
established in the EEA but is endorsed by a credit rating agency established in the EEA and registered under the
CRA Regulation; or (2) the rating is provided by a credit rating agency not established in the EEA which is
certified under the CRA Regulation. Similarly, in general, UK regulated investors are restricted from using a
rating for regulatory purposes if such rating is not issued by a credit rating agency established in the UK and
registered under the CRA Regulation as it forms part of domestic law by virtue of the EUWA (the "UK CRA
Regulation") unless: (1) the rating is provided by a credit rating agency not established in the UK but is endorsed
by a credit rating agency established in the UK and registered under the UK CRA Regulation; or (2) the rating is
provided by a credit rating agency not established in the UK which is certified under the UK CRA Regulation.
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 within scope of
Regulation (EU) No 596/2014 (as amended, the "Market Abuse Regulation") (including as it forms part of

-4-




domestic law in the UK by virtue of the EUWA), 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 (including as it forms
part of domestic law in the UK by virtue of the EUWA) 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, any Dealer(s) established in the EEA or in the UK 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.



-5-




PRESENTATION OF FINANCIAL INFORMATION
The Bank and its consolidated subsidiaries' audited consolidated financial statements as of and for:

the six month period ended June 30, 2021 (the "1H2021 Financial Statements"),

the year ended December 31, 2020 (the "2020 Financial Statements" and, together with the
1H2021 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 authorized to operate by the Central Bank of Brazil (Banco Central do Brasil ­ Bacen, or "Central
Bank"), including accounting guidelines based on Brazilian Law No. 6,404, dated December 15, 1976, as
amended (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 "Bacen GAAP," which differ in significant respects from
International Financial Reporting Standards ("IFRS") and generally accepted accounting principles in the United
States ("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 Bacen GAAP. 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 be an arithmetical aggregation
of the sum of 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$5.0022
per US$1.00 (subject to rounding adjustments), which was the exchange rate in effect as of June 30, 2021 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 June 30, 2021
may not be indicative of future exchange rates. On September 8, 2021, the exchange rate for the real against the
U.S. dollar was R$5.25 per US$1.00 (subject to rounding adjustments), representing an appreciation of 5.00%
compared to June 30, 2021. See "Exchange Rate Information" for information regarding real/U.S. dollar
exchange rates.
Special Note Regarding Non-GAAP Financial Measures
The body of generally accepted accounting principles is commonly referred to as "GAAP." For purposes
of this Base Prospectus, when we refer to "GAAP," we refer to Bacen GAAP. We use certain non-GAAP financial
measures to analyze our financial and operational performance, as well as a basis for administrative decisions,

-6-




including in connection with our analysis of our operational and financial performance and our evaluation of our
liquidity.
Non-GAAP financial measures have important limitations as analytical tools, and you should not
consider them in isolation or as a basis for dividend distribution, a substitute for analysis of our results of
operations or an indicator of operating performance or liquidity. You should exercise caution in comparing these
measures or data as reported by us to measures reported by other companies. Non-GAAP financial measures
should be viewed as supplemental to, and not as substitute for, our consolidated financial statements included
elsewhere in this Base Prospectus. Because this information is not prepared in accordance with Bacen GAAP,
investor are cautioned not to place undue reliance on this information.



-7-




SERVICE OF PROCESS AND ENFORCEMENT OF LIABILITIES
The Bank is duly incorporated as a corporation (sociedade por ações) 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 resides outside or
leaves Brazil during the course of litigation in Brazil must provide a bond to guarantee court costs and legal fees

-8-



Document Outline