Banco ABC Brasil SA

346 Pages·2014·2.67 MB·English

Banco ABC Brasil S.A.
(incorporated as a corporation (“sociedade por ações”) under the laws of the Federative Republic of Brazil)
U.S.$3,000,000,000
Global Medium-Term Note Programme

Arranger & Dealer

The date of this Offering Memorandum is May 2, 2014.
Under the Global Medium-Term Note Programme (the “Programme”), Banco ABC Brasil S.A. (“Banco ABC,” the
“Bank,” the “Issuer,” “we,” “us” or “our”), whether acting through our principal office in Brazil or through our
Cayman Islands branch (the “Cayman Islands Branch”), may from time to time issue Global Medium-Term Notes (the
“Notes”) up to a maximum aggregate nominal amount of U.S.$3,000,000,000 (or the U.S. dollar equivalent of Notes
denominated in other currencies). Notes may be denominated in the Specified Currencies referred to herein, as
specified in a supplement to this Offering Memorandum (a “Pricing Supplement”), which will contain the terms of, and
pricing details for, each issue of Notes.
Notes will have maturities from 30 days to 30 years from their issue date (except as set out herein) or variable
maturities and may be subject to redemption in whole or in part, as specified in the applicable Pricing Supplement.
Notes may be either interest bearing, at fixed or variable rates, or non-interest bearing and may be repayable at par, at
a specified amount above or below par or at an amount determined by reference to a formula, in each case with terms
as specified in the applicable Pricing Supplement. Notes will be issued in one or more series (each a “Series”). Each
Series shall be all in bearer form or all in registered form and may be issued in one or more tranches (each a
“Tranche”) on different issue dates and on terms otherwise identical (except in relation to interest commencement
dates and matters related thereto).
The Notes may have limited payment obligations. If specified in the relevant Pricing Supplement that a Foreign
Currency Constraint (as defined herein) provision applies, in the event of the imposition of exchange controls
prohibiting the conversion into, or remission from Brazil of, the currency in which payment is made in respect of the
Notes, holders of such Notes may elect to exchange such Notes for Notes in respect of which payments are payable in
the lawful currency of Brazil for the time being. If a holder does not elect to make such exchange, such holder shall
have no right, while such exchange controls remain imposed, either to accelerate payment of such Notes by calling a
default or to sue for the unpaid sum. See “Terms and Conditions of the Notes — Payments — Foreign Currency
Constraint.”
The Notes will be issued on a continuing basis to or through one or more of HSBC Securities (USA) Inc. and other
dealers appointed in respect of the Programme or a particular Tranche (each a “Dealer” and, together, the “Dealers”).
You should carefully consider the factors described under “Risk Factors” in connection with an investment in
the Notes.
In making a decision whether to invest in the Notes, you must rely on your own examination of us and the terms of
this offering, including the merits and risks involved. You should not construe the contents of this Offering
Memorandum as legal, business or tax advice. You should consult your own attorney, business adviser or tax adviser.
Application has been made for this Offering Memorandum to be approved by the Irish Stock Exchange Ltd. (the
“Irish Stock Exchange”) and for the Notes issued under the Programme to be admitted to the Official List of the Irish
Stock Exchange and to be admitted to trading on the Global Exchange Market of the Irish Stock Exchange (the “Global
Exchange Market”). The applicable Pricing Supplement will specify whether or not Notes have been admitted to listing
on the Official List of the Irish Stock Exchange and to trading on the Global Exchange Market. For the purpose of
listing Notes on the Irish Stock Exchange to be traded on the Global Exchange Market, references to “Offering
Memorandum” will be deemed as references to listing particulars. However, Notes may be issued pursuant to the
Programme which will not be listed on the Irish Stock Exchange, but which may be listed on one or more other stock
exchanges or may be unlisted, as specified in the applicable Pricing Supplement.
Notes of each Tranche of each Series to be issued in bearer form (“Bearer Notes” comprising a “Bearer Series”)
will initially be represented by interests in a temporary global note or by a permanent global note, in either case in
bearer form (a “Temporary Global Note” and a “Permanent Global Note,” respectively), without interest coupons,
which will be deposited with a common depositary on behalf of Euroclear Bank S.A./N.V. (“Euroclear”) and
Clearstream Banking, société anonyme (“Clearstream, Luxembourg”) on the relevant issue date. Interests in a
Temporary Global Note will be exchangeable, in whole or in part, for interests in a Permanent Global Note (each a
“Global Note”) on or after the date 40 days after the later of the commencement of the offering and the relevant issue
2
date (the “Exchange Date”), upon certification as to non-U.S. beneficial ownership. Individual definitive Bearer Notes
(“Definitive Bearer Notes”) will only be available in certain limited circumstances as described herein. In respect of a
Series of Notes where the applicable Pricing Supplement specifies that a Foreign Currency Constraint provision is
applicable, such Series of Notes shall include a second Permanent Global Note which will represent the Exchanged
Notes (as defined herein) for which interests in the original Permanent Global Note of such Series of Notes may be
exchanged in accordance with the Terms and Conditions of the Notes.
Notes of each Tranche of each Series to be issued in registered form (“Registered Notes” comprising a
“Registered Series”) and which are sold in an “offshore transaction” within the meaning of Regulation S under the
U.S. Securities Act of 1933, as amended (the “Securities Act”), will initially be represented by interests in a global
unrestricted Registered Note (each an “Unrestricted Global Note”), without interest coupons, which will be deposited
with either (a) a common depositary for, and registered in the name of a common nominee of, Euroclear and
Clearstream, Luxembourg on its issue date (each a “European Unrestricted Global Note”), or (b) a custodian for, and
registered in the name of a nominee of, The Depository Trust Company (“DTC”) (each a “DTC Unrestricted Global
Note”). Beneficial interests in a European Unrestricted Global Note will be shown on, and transfers thereof will be
effected only through, records maintained by Euroclear or Clearstream, Luxembourg. Until the expiration of 40 days
after the later of the commencement of the offering of a Tranche of a Registered Series and the issue date thereof,
beneficial interests in a DTC Unrestricted Global Note may be held only through Euroclear or Clearstream,
Luxembourg. See “Form, Clearing and Settlement.” Notes of each Tranche of each Registered Series sold to a
qualified institutional buyer (“QIB”) within the meaning of Rule 144A under the Securities Act, as referred to in and
subject to the transfer restrictions described in “Subscription and Sale” and “Transfer Restrictions,” will initially be
represented by a global restricted Registered Note (each a “Restricted Global Note”), without interest coupons, which
will be deposited with either (a) a common depository for, and registered in the name of a common nominee of,
Euroclear and Clearstream, Luxembourg on its issue date (each a “European Restricted Global Note” and together
with any European Unrestricted Global Note the “European Global Notes”), or (b) a custodian for, and registered in
the name of a nominee of DTC on its issue date (each a “DTC Restricted Global Note” and together with any DTC
Unrestricted Global Note, the “DTC Global Notes”). Beneficial interests in a European Restricted Global Note will be
shown on, and transfers thereof will be effected only through, records maintained by Euroclear or Clearstream,
Luxembourg. Beneficial interests in a DTC Restricted Global Note will be shown on, and transfers thereof will be
effected only through, records maintained by DTC and its participants. See “Form, Clearing and Settlement.”
Individual definitive Registered Notes (“Definitive Registered Notes”) will only be available in certain limited
circumstances as described herein. See “Terms and Conditions of the Notes.”
We, having taken all reasonable care to ensure that such is the case, confirm that the information contained in this
Offering Memorandum is, to the best of our knowledge, in accordance with the facts and contains no omission likely to
affect its import. We, having made all reasonable enquiries, confirm that this Offering Memorandum contains all
information with respect to us and our subsidiaries taken as a whole (the “Group”), and the Brazilian financial system,
the Programme and Notes to be issued under the Programme which is material in the context of the issue and offering
of Notes, there are no untrue statements of material fact contained in it in relation to us, the Group and the Brazilian
financial system, there is no omission to state a material fact which is necessary in order to make the statements made
in it in relation to us, the Group and the Brazilian financial system or the Programme or the Notes in the light of the
circumstances under which they were made not misleading, the opinions and intentions expressed in this Offering
Memorandum with regard to us, the Group and the Brazilian financial system are honestly held, have been reached
after considering all relevant circumstances and are based on reasonable assumptions, and we have made all
reasonable enquiries to ascertain such facts and to verify the accuracy of all such information and statements. We
accept responsibility accordingly.
This Offering Memorandum does not constitute an offer of, or an invitation by or on behalf of, the Issuer or the
Dealers to subscribe or purchase any of the Notes. The distribution of this Offering Memorandum and the offering of
Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Offering Memorandum
comes are required by us and the Dealers to inform themselves about and to observe any such restrictions. For a
description of certain further restrictions on offers and sales of Notes and distribution of this Offering Memorandum,
see “Subscription and Sale.”
3
No person is authorised to give any information or to make any representation not contained in this Offering
Memorandum and any information or representation not so contained must not be relied upon as having been
authorised by or on behalf of us or the Dealers. The delivery of this Offering Memorandum at any time does not imply
that the information contained in it is correct as at any time subsequent to its date.
This Offering Memorandum has been prepared by us solely for use in connection with this Programme. This
Offering Memorandum is personal to the prospective investor to whom it has been delivered and does not constitute an
offer to any other person or to the public in general to subscribe for or otherwise acquire the Notes. Distribution of this
Offering Memorandum to any person other than the prospective investor and those persons, if any, retained to advise
that prospective investor with respect thereto is unauthorised, and any disclosure of its contents without our prior
written consent is prohibited. You, by accepting delivery of this Offering Memorandum, agree to the foregoing and
agree not to make any photocopies of this Offering Memorandum.
THE NOTES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE U.S. SECURITIES AND
EXCHANGE COMMISSION, 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 THE OFFERING OF NOTES OR THE ACCURACY OR
THE ADEQUACY OF THIS OFFERING MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENCE IN THE UNITED STATES.
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 THE NOTES MAY INCLUDE BEARER NOTES THAT ARE SUBJECT TO
U.S. TAX LAW REQUIREMENTS. SUBJECT TO CERTAIN EXCEPTIONS, THE NOTES MAY NOT BE
OFFERED OR SOLD OR, IN THE CASE OF BEARER NOTES, 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”)). THE NOTES ARE BEING
OFFERED AND SOLD OUTSIDE THE UNITED STATES TO NON-U.S. PERSONS IN RELIANCE ON
REGULATION S AND WITHIN THE UNITED STATES TO “QUALIFIED INSTITUTIONAL BUYERS” IN
RELIANCE ON RULE 144A UNDER THE SECURITIES ACT (“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 AND DISTRIBUTION OF THIS OFFERING MEMORANDUM, SEE
“SUBSCRIPTION AND SALE” AND “TRANSFER RESTRICTIONS.” THIS OFFERING MEMORANDUM
HAS BEEN PREPARED BY THE ISSUER FOR USE IN CONNECTION WITH THE OFFER AND SALE OF
THE NOTES AND FOR THE LISTING OF THE NOTES ON THE OFFICIAL LIST OF THE IRISH STOCK
EXCHANGE AND FOR THE TRADING OF THE NOTES ON THE GLOBAL EXCHANGE MARKET.
TO ENSURE COMPLIANCE WITH UNITED STATES TREASURY DEPARTMENT CIRCULAR 230,
HOLDERS ARE HEREBY NOTIFIED THAT: (A) ANY DISCUSSION OF UNITED STATES FEDERAL TAX
ISSUES IN THIS OFFERING MEMORANDUM IS NOT INTENDED OR WRITTEN TO BE RELIED UPON,
AND CANNOT BE RELIED UPON, BY HOLDERS FOR THE PURPOSE OF AVOIDING PENALTIES THAT
MAY BE IMPOSED ON HOLDERS UNDER THE UNITED STATES INTERNAL REVENUE CODE; (B)
SUCH DISCUSSION IS INCLUDED HEREIN BY THE ISSUER IN CONNECTION WITH THE
PROMOTION OR MARKETING (WITHIN THE MEANING OF CIRCULAR 230) BY THE ISSUER OF THE
NOTES; AND (C) HOLDERS SHOULD SEEK ADVICE BASED ON THEIR PARTICULAR
CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISER.
The Notes are not being offered to the public within the meaning of Directive 2003/71/EC of the European Union,
and this offering is not subject to the obligation to publish a prospectus under that Directive.
4
The Notes have not been, and will not be, issued nor placed, distributed, offered or negotiated in the Brazilian
capital markets. The issuance of the Notes and the Notes have not been nor will be registered with the Brazilian
Securities Commission (Comissão de Valores Mobiliários, or “CVM”). Any public offering or distribution, as defined
under Brazilian laws and regulations, of the Notes in Brazil is not legal without prior registration under Law No. 6,385,
dated as of December 7, 1976, as amended, and Instruction No. 400, issued by the CVM on December 29, 2003, as
amended. Documents relating to the offering of the notes, as well as information contained therein, may not be supplied
to the public in Brazil (as the offering of the notes is not a public offering of securities in Brazil), nor be used in
connection with any offer for subscription or sale of the notes to the public in Brazil.
The Notes may not be offered or sold in Brazil, except in circumstances that do not constitute a public offering or
distribution under Brazilian laws and regulations. Persons wishing to offer or acquire the notes within Brazil should
consult with their own counsel as to the applicability of registration requirements or any exemption therefrom.
The Notes may not be offered or sold in or into the United Kingdom, except in the circumstances identified in
“Subscription and Sale.”
NOTICE TO NEW HAMPSHIRE RESIDENTS: NEITHER THE FACT THAT A
REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENCE HAS BEEN
FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES
WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS
EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW
HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW
HAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE,
COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT
THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A
TRANSACTION MEANS THAT THE SECRETARY OF STATE OF NEW HAMPSHIRE
HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR
RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSONS, SECURITY OR
TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY
PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION
INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the stabilising
manager(s) (the “Stabilising Manager(s)”) (or persons acting on behalf of any Stabilising Manager(s)) in the
applicable Pricing Supplement may over-allot Notes or effect transactions with a view to supporting the market
price of the Notes at a level higher than that which might otherwise prevail. However, there is no assurance that
the Stabilising Manager(s) (or persons acting on behalf of a Stabilising Manager) will undertake stabilisation
action. Any stabilisation action may begin on or after the date on which adequate public disclosure of the terms
of the offer of the relevant Tranche of Notes is made and, if begun, may be ended 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 stabilisation action or over-allotment must be conducted by
the relevant Stabilising Manager(s) (or persons acting on behalf of any Stabilising Manager(s)), in accordance
with all applicable laws, regulations and rules.

5
TABLE OF CONTENTS
Page
FORWARD-LOOKING STATEMENTS.............................................................................................................................7 
PRESENTATION OF FINANCIAL AND OTHER INFORMATION................................................................................8 
ENFORCEMENT OF CIVIL LIABILITIES.....................................................................................................................10 
SUMMARY.........................................................................................................................................................................11 
SUMMARY OF THE PROGRAMME AND THE NOTES..............................................................................................16 
SUMMARY FINANCIAL INFORMATION.....................................................................................................................22 
RISK FACTORS.................................................................................................................................................................27 
USE OF PROCEEDS..........................................................................................................................................................42 
CAPITALIZATION.............................................................................................................................................................43 
FOREIGN EXCHANGE RATES AND EXCHANGE CONTROLS................................................................................44 
SELECTED STATISTICAL INFORMATION..................................................................................................................46 
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.....................................................................................................................................................................61 
BUSINESS..........................................................................................................................................................................92 
MANAGEMENT..............................................................................................................................................................116 
PRINCIPAL SHAREHOLDERS......................................................................................................................................126 
RELATED PARTY TRANSACTIONS............................................................................................................................127 
BRAZILIAN BANKING SYSTEM AND INDUSTRY REGULATION.......................................................................128 
TERMS AND CONDITIONS OF THE NOTES.............................................................................................................162 
FORM OF PRICING SUPPLEMENT.............................................................................................................................193 
FORM, CLEARING AND SETTLEMENT.....................................................................................................................205 
TAXATION.......................................................................................................................................................................216 
CERTAIN ERISA AND OTHER U.S. CONSIDERATIONS..........................................................................................230 
SUBSCRIPTION AND SALE..........................................................................................................................................232 
TRANSFER RESTRICTIONS.........................................................................................................................................237 
LEGAL MATTERS...........................................................................................................................................................241 
INDEPENDENT ACCOUNTANTS.................................................................................................................................242 
GENERAL INFORMATION............................................................................................................................................243 
INDEX TO FINANCIAL STATEMENTS...........................................................................................................................1 

6
FORWARD-LOOKING STATEMENTS
This Offering Memorandum includes estimates and forward-looking statements, in particular under the sections
entitled “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,”
“Brazilian Banking System and Industry Regulation” and “Business.” These estimates and forward-looking statements
are based principally on our current expectations and projections about future events and financial trends that affect or
may affect our business and results of operations.
Estimates and forward-looking statements involve risks, uncertainties and assumptions, and therefore are not a
guarantee of future results. Our financial condition and results of operations, as well as our market share and
competitive position, may differ substantially from those anticipated in our forward-looking statements due to
numerous factors.
Among the factors that may influence our estimates and forward-looking statements are:
 variations in loan default rates by our clients, as well as in our recording of provisions for doubtful loans;
 credit risk, market risk and any other risks related to financing activities;
 our level of capitalization and debt;
 our ability to implement our business strategies successfully;
 availability and cost of funding;
 the market value of public securities;
 developments in laws, regulations, taxation and governmental policies that relate to our activities;
 administrative and legal proceedings involving us;
 competition in the Brazilian banking market;
 general economic, political and business conditions in Brazil;
 inflation, currency exchange rates and fluctuations in interest rates;
 risks relating to the current market environment; and
 the other risk factors discussed under the section “Risk Factors.”
Statements that depend on or are related to events or future or uncertain conditions or that include the words
“believe,” “will,” “could,” “should,” “plan,” “anticipate,” “continue,” “expect,” “estimate,” “intend,” “may,” “assume”
and other variations, as well as similar words, are intended to identify forward-looking statements. Forward-looking
statements include information concerning our potential or assumed future results of operations, business strategies,
funding plans, competitive position, industry environment, potential growth opportunities and the effects of future
regulation and of competition. Forward-looking statements and estimates speak only as of the date they are made, and
we do not undertake the obligation to update or revise any forward-looking statements after we distribute this Offering
Memorandum to reflect new information, future events or other factors. In light of the risks and uncertainties described
above, the forward-looking events and circumstances discussed in this Offering Memorandum may not occur or be
accurate, and our future results of operations and performance may differ materially from those set forth herein for a
number of reasons. Any such forward-looking statements and estimates are not guarantees of future performance and
involve risks and uncertainties. Given such limitations, you should not rely on these forward-looking statements in
making a decision whether to invest in an issue of Notes.
7
PRESENTATION OF FINANCIAL AND OTHER INFORMATION
In this Offering Memorandum, unless otherwise specified or the context requires, references herein to “U.S.$,”
“$,” “dollar” and “U.S. dollar” are to United States dollars, references to “EUR” and “euro” are to the currency
introduced on January 1, 1999 pursuant to the Treaty establishing the European Community, as amended, references to
“£,” “pounds” and “sterling” are to pounds sterling and references to “R$,” “real” and “reais” are to Brazilian reais, the
official currency of Brazil since July 1, 1994. The selling rate of reais for U.S. dollars at close of business on
December 31, 2013 was R$2.34 to U.S.$1.00. See “Foreign Exchange Rates and Exchange Controls” for information
regarding exchange rates for the Brazilian currency since January 1, 2008.
Financial Statements
Our consolidated financial information set forth herein as of and for the years ended December 31, 2013, 2012 and
2011 was obtained from our consolidated financial statements as of and for the years ended December 31, 2013, 2012
and 2011 included elsewhere in this Offering Memorandum, which have been audited by Ernst & Young Auditores
Independentes S.S. (formerly Ernst & Young Terco Auditores Independentes S.S.) (“Ernst & Young”), our independent
accountants.
We maintain our financial books and records in reais and prepare our financial statements in accordance with
accounting practices adopted in Brazil, applicable to institutions authorized to operate by the Central Bank of Brazil
(Banco Central do Brasil or the “Central Bank”) (“Brazilian GAAP”), which are the accounting principles provided for
in Law No. 6,404/76, as amended (the “Brazilian Corporate Law”), the changes to the Brazilian Corporate Law
introduced by Law No. 11,638/07 and Provisional Measure No. 449/08 (later converted into Law No. 11,941/09), the
rules and regulations issued by the CVM, the rules and regulations issued by the Brazilian Federal Accounting Board
(Conselho Federal de Contabilidade or “CFC”) and the accounting rules applicable to financial institutions issued by
the Central Bank.
Brazilian GAAP varies significantly from accounting principles generally accepted in the United States (“U.S.
GAAP”) and from International Financial Reporting Standards (“IFRS”). Accordingly, the financial statements
contained herein differ from those that would be prepared based on U.S. GAAP or IFRS. We have made no attempt to
identify or quantify the impact of the differences between U.S. GAAP and Brazilian GAAP or IFRS and Brazilian
GAAP. No reconciliation to U.S. GAAP or IFRS of any of the financial statements presented in this Offering
Memorandum has been prepared for purposes of this Offering Memorandum. There can be no assurance that such a
reconciliation would not identify material quantitative differences between our financial statements as prepared in
accordance with Brazilian GAAP and such financial statements as prepared on the basis of U.S. GAAP or IFRS.
CMN Resolution No. 3,786, of September 24, 2009, established that financial institutions and other institutions
authorised to operate by the Central Bank, organised as publicly-held companies or required to set up an audit
committee pursuant to the regulations currently in force, shall prepare and disclose once a year, as from December 31,
2010, consolidated financial statements in accordance with IFRS as issued by the International Accounting Standards
Board (the “IASB”). We are subject to this additional reporting requirement. Beginning with our financial statements
as of and for the year ended December 31, 2010, we are required to prepare and make available two sets of
consolidated financial statements as of and for each year ending December 31: one prepared in accordance with
Brazilian GAAP applicable to the institutions authorised to operate by the Central Bank, and one prepared in
accordance with IFRS. On March 27, 2013, we made available our consolidated financial statements as of and for the
year ending December 31, 2012 and 2011 prepared in accordance with IFRS on our website and the website of the
CVM. As of the date of this Offering Memorandum, it is not clear when or whether IFRS will be required for the
unconsolidated financial statements, which for the time being continue to be prepared in accordance with Brazilian
GAAP applicable to the institutions authorised to operate by the Central Bank. It should be noted that, for now, only
the unconsolidated financial statements prepared under Brazilian GAAP applicable to the institutions authorised to
operate by the Central Bank are valid for legal purposes such as payment of dividends.
8
Further changes in the accounting standards may have a significant impact on our financial statements, with
possible effects on our accounting results, including our ability to maintain financial covenants assumed when entering
into financial agreements.
Consolidation
Central Bank accounting rules require the consolidation of financial information by financial groups
(conglomerados financeiros), which are defined as “groups of financial entities directly or indirectly related by equity
interest or actual operating control, characterised by common management or by performance of activities in the
market under the same trademark or name.” Accordingly, the results of our subsidiaries ABC Brasil Administração e
Participações Ltda. (“ABC Administração”) and ABC Brasil Distribuidora de Títulos e Valores Mobiliários S.A.
(“ABC DTVM”) are consolidated in our financial statements included in this Offering Memorandum. Direct and
indirect equity interests in companies comprising our financial group, as well as account balances and revenues and
expenses relating to transactions with such companies, have been eliminated in the process of consolidation.
Calculation of Averages
Data regarding volume and annual average balances included in this Offering Memorandum for the years ended
December 31, 2013, 2012 and 2011, and as set forth under “Selected Statistical Information,” was calculated as of
13 dates, as of December 31 of the previous year and at the end of each of the following 12 months. Similarly, data
regarding the average interest rate included in this Offering Memorandum was calculated based on revenues and
expenses for the relevant period, divided by the average balances calculated as indicated above.
Interest Revenues and Expenses
Our interest revenues and expenses as disclosed herein and in our financial statements reflect (i) adjustment for
inflation in the values of our assets and liabilities in reais (where an inflation index is a component of the relevant
interest calculation); (ii) earnings and losses relating to assets and liabilities in foreign currencies; and (iii) earnings and
losses both realised and to be realised in connection with securities and derivatives.
Rounding
Certain figures included in this Offering Memorandum have been subject to rounding adjustments for ease of
presentation. Accordingly, figures shown as totals in certain tables may not be arithmetic aggregations of the figures
that precede them.
Market Information
We obtained the statistical data and information relating to the markets in which we operate from reports prepared
by independent consulting firms, government bodies and general publications. Such information has been accurately
reproduced and, as far as we are aware and are able to ascertain from information published by such third party, no
facts have been omitted which would render the reproduced information inaccurate or misleading. Although we
believe that such sources of information are reliable, we have not independently verified such information.
9
ENFORCEMENT OF CIVIL LIABILITIES
We are a corporation organised under the laws of Brazil. Substantially all of our directors and executive officers
and certain advisers named herein reside in Brazil or elsewhere outside the United States, and all or a significant
portion of the assets of such persons may be, and substantially all of our assets are, located outside the United States.
As a result, it may not be possible for investors to effect service of process within the United States or other
jurisdictions outside Brazil upon such persons or to enforce against them or us judgments predicated upon the civil
liability provisions of the U.S. federal securities laws or the laws of such other jurisdictions. In the Terms and
Conditions of the Notes, we will agree that the courts of England shall have jurisdiction to hear and determine any suit,
action or proceeding, and to settle any disputes, which may arise out of or in connection with the Notes and, for such
purposes, irrevocably submit to the jurisdiction of such courts. See “Terms and Conditions of the Notes.”
We have been advised by Machado, Meyer, Sendacz e Opice Advogados, our Brazilian counsel, that judgments of
non-Brazilian courts for civil liabilities predicated upon the laws of such countries, including the laws of the United
States, subject to certain requirements described below, may be enforced in Brazil. A judgment against either us or any
other person described above obtained outside Brazil would be enforceable in Brazil against us or any such person
without reconsideration of the merits upon confirmation of that judgment by the Brazilian Superior Court of Justice.
That confirmation, generally, will occur if the foreign judgment meets the following conditions:
 it complies with all formalities necessary for its recognition as an enforcement instrument under the laws
of the jurisdiction where it was issued;
 it has been rendered by a competent court after proper service of process on the parties in accordance with
applicable law;
 it is not subject to appeal;
 it does not violate Brazilian national sovereignty, public policy or good morals; and
 it has been duly authenticated by a competent Brazilian consulate and is accompanied by a certified
translation in Portuguese (tradução pública juramentada).
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 laws of countries other than Brazil with respect to the Notes. We understand that original actions
predicated on the laws of countries other than Brazil may be brought in Brazilian courts and that Brazilian courts may
enforce civil liabilities in such actions against us, our directors, certain of our officers and the advisers named herein. A
plaintiff (whether Brazilian or non-Brazilian) who resides outside 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 based on the amount under dispute, except in the case of the enforcement of
foreign judgments which have been duly confirmed by the Brazilian Superior Court of Justice or in the case of
collection of claims based on instruments (which does not include Notes) that may be enforced in Brazil without a
review of their merits (títulos executivos extrajudiciais) and counterclaims (reconvenções).
10