itub-6k_20191122.htm

0001564590-19-044297.txt : 20191125 0001564590-19-044297.hdr.sgml : 20191125 20191125091628 ACCESSION NUMBER: 0001564590-19-044297 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 39 CONFORMED PERIOD OF REPORT: 20191122 FILED AS OF DATE: 20191125 DATE AS OF CHANGE: 20191125 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Itau Unibanco Holding S.A. CENTRAL INDEX KEY: 0001132597 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 000000000 STATE OF INCORPORATION: D5 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15276 FILM NUMBER: 191243889 BUSINESS ADDRESS: STREET 1: PC. ALFREDO EGYDIO DE SOUZA ARANHA, 100 STREET 2: TORRE AE, 3 ANDAR, CEP 04344-902 CITY: SAO PAULO STATE: D5 ZIP: 00000 BUSINESS PHONE: 55-11-5019-1723 MAIL ADDRESS: STREET 1: PC. ALFREDO EGYDIO DE SOUZA ARANHA, 100 STREET 2: TORRE AE, 3 ANDAR, CEP 04344-902 CITY: SAO PAULO STATE: D5 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: Itau Unibanco Banco Multiplo S.A. DATE OF NAME CHANGE: 20090226 FORMER COMPANY: FORMER CONFORMED NAME: BANCO ITAU HOLDING FINANCEIRA S A DATE OF NAME CHANGE: 20030319 FORMER COMPANY: FORMER CONFORMED NAME: BANCO ITAU SA DATE OF NAME CHANGE: 20010117 6-K 1 itub-6k_20191122.htm 6-K itub-6k_20191122.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Issuer

Pursuant to Rule 13a-16 or 15d-16 of

the Securities Exchange Act of 1934

For the month of November, 2019

Commission File Number: 001-15276

Itaú Unibanco Holding S.A.

(Exact name of registrant as specified in its charter)

Itaú Unibanco Holding S.A.

(Translation of Registrant’s Name into English)

Praça Alfredo Egydio de Souza Aranha, 100-Torre Conceicao

CEP 04344-902 São Paulo, SP, Brazil

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Yes ☐ No ☒

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Yes ☐ No ☒

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes ☐ No ☒

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):

82–

EXHIBIT INDEX



99.1	Reference form

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: November 22, 2019.



Itaú Unibanco Holding S.A

By:	/s/ Alexsandro Broedel
	Name:	Alexsandro Broedel
	Title:	Group Executive Finance Director and Head of Investor Relations


By:	/s/ Milton Maluhy Filho
	Name:	Milton Maluhy Filho
	Title:	Chief Financial Officer

EX-99.1 2 itub-ex991_6.htm EX-99.1 itub-ex991_6.htm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of June 2019

Commission File Number: 001-15276

Itaú Unibanco Holding S.A.

(Exact name of registrant as specified in its charter)

Itaú Unibanco Holding S.A.

(Translation of Registrant’s Name into English)

Praça Alfredo Egydio de Souza Aranha, 100-Torre Conceicao

CEP 04344-902 São Paulo, SP, Brazil

(Address of Principal Executive Office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or

Form 40-F.

Form 20-F Form 40-F .

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-

T Rule 101(b)(1):

Yes .

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-

T Rule 101(b)(7):

Yes .

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is

also thereby furnishing information to the Commission pursuant to Rule 12g3-2(b) under the Securities

Exchange Act of 1934.

Yes .

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule

12g3-2(b):

82-___________________.

Historical resubmission

Version

Reasons for resubmission

Date of update

Update in item 20.2

05/31/2019

Update in itens 12.5/6, 12.7/8, 12.12, 15.1/15.2, 15.3, 15.4, 15.8 e

19.2

06/18/2019

Update in itens 11.1, 12.5/6, 12.7/8 e 21.3

07/29/2019

Update in itens 11.1 and 12.12

11/04/2019

Update in item 18.8

11/22/2019

ITEM 18. SECURITIES

18.8. Describe securities issued abroad, when relevant, indicating, if applicable:

a) identification of the security, indicating the jurisdiction;

b) number;

c) total face value;

d) issue date;

e) debt balance overdue at the end of the previous fiscal year;

f) restrictions on outstanding securities;

g) convertibility into shares or concession of right to subscribe or purchase the issuer’s

shares, indicating:

i. conditions;

ii. effects on capital;

h) possibility of redemption, indicating:

i. cases for redemption;

ii. formula for calculation of the redemption amount;

i) when securities are debt-related, please indicate, when applicable:

i. maturity, including early maturity conditions:

ii. interest;

iii. the guarantee and, if secured, a description of the asset that is the subject matter

of the guarantee;

iv. in the absence of a guarantee, whether the credit is unsecured or subordinated;

v. possible restrictions imposed on the issuer with respect to:

• the distribution of dividends;

• the disposal of certain assets;

• the contracting of new debt;

• the issue of new securities; and

• corporate transactions carried out involving the issuer, its controlling

stockholders or subsidiaries.

vi conditions for changing the rights assured by such securities;

vii other relevant characteristics.

Note Program of Itaú Unibanco Holding S.A. (Medium-Term Note Programme)

On March 29, 2010, the Medium-Term Note Program (“Program”) of Itaú Unibanco

Holding S.A., operating through its head office in Brazil or by means of its branch in the Cayman

Islands (“Issuer”), was launched. Below is a description of: (i) the first issue of Subordinated

Notes, (ii) the second issue of Subordinated Notes, (iii) the third issue of Unsecured Notes, (iv)

the reopening of the second issue of Subordinated Notes, (v) the fourth issue of Subordinated

Notes, (vi) the reopening of the fourth issue of Subordinated Notes, (vii) the fifth issue of

Subordinated Notes; (viii) the sixth issue of Subordinated Notes; (ix) the seventh issue of

Subordinated Notes; (x) the eighth issue of Unsecured Notes, (xi) the ninth issue of perpetual

Subordinated Notes, (xii) the tenth issue of perpetual Subordinated Notes, and (xiii) eleventh

issue of perpetual Subordinated Notes, all issued within the scope of the Program.

First Issue

a. Identification of the security, indicating the jurisdiction: Medium-Term Notes (“Notes”)

i. The Notes and all documents referring to the Program will be governed by the English laws and the courts of

England will be responsible for settling any disputes arising from the Program and the Notes issued within its

scope.

b. Number: 01 Global Note in the principal amount of item (c) below, which can be split into minimum

denominations of US$100,000.00 and integer multiples from US$1,000.00 thereafter.

c. Total Face Value: US$1,000,000,000.00

d. Issue Date: April 15, 2010.

e. Debt balance on December 31, 2018: R$3,919,980,092

f. Restrictions on Outstanding Securities:

• The Notes are offered solely under the terms of Rule 144A of the United States Securities Act of 1933 (“Rule

144A” and the “Securities Act”) and of Regulation S of the Securities Act (“Regulation S”), so that the buyers

of the Notes must declare certain conditions, including, without limitations, the declarations that they are

Qualified Institutional Buyers under Rule 144A or Non-US Persons under Regulation S, and that they

understand that the Notes have not been registered under the terms of the Securities Act.

• The secondary trading of the Notes, or of any right related to them, will depend on the delivery by the seller of

a declaration to the transfer agent of compliance with legislation applicable to the Notes.

g. Convertibility into Shares: Not applicable.

h. Possibility of Redemption: Yes, as follows.

Cases for Redemption:

Early redemption of Subordinated Notes for tax reasons: Subject to the authorization from the Central Bank of

Brazil (if required at the time of redemption), the Subordinated Notes will be redeemed at the Issuer’s

discretion, always in their totality at any time, upon prior notice to the holders of the Notes and subject to

certain conditions of tax nature.

Early redemption of Subordinated Notes by virtue of a regulatory event: Subject to the prior authorization from

the Central Bank of Brazil (if required at the time of redemption), the Issuer may redeem the Subordinated

Notes in their totality, upon prior notice to the holders of the Subordinated Notes, should there be a regulatory

event. A Regulatory Event is defined as a written notice from the Brazilian regulatory authority, establishing

that the Subordinated Notes are not classified as belonging to Tier II of the Referential Equity.

The Subordinated Notes may not be early redeemed at the holders’ discretion.

The Subordinated Notes will be cancelled in all the aforementioned cases.

Formula for Calculation of the Redemption Amount:

Early redemption of Subordinated Notes for tax reasons: 100% of the denominated value of US$1,000.00.

Early redemption of Subordinated Notes by virtue of a regulatory event: 100% of the denominated value of

US$1,000.00.

i. When securities are debt-related, please indicate, when applicable:

i. Maturity, including early maturity conditions

The maturity date of the Notes is April 15, 2020.

If any of the following events occur (each one, an “Event of Default”) and such occurrence survives time, the

Trustee of the holders of the Notes, if so instructed by at least one-third of the holders – computed at the face

value of the Notes – or if so instructed by a special resolution of the holders of the Notes, should inform the

Issuer of the early maturity of the Notes, and the payment for which will become immediately required, subject

to the terms governing the calculation of the early redemption amount.

(a) If (i) the Issuer is dissolved (except in connection with a merger or corporate restructuring not involving

bankruptcy or insolvency and provided that the Issuer’s legal successor assumes the obligations arising from

the Notes); (ii) it suspends the payment or is unable to honor the payment of its debts; (iii) it submits a judicial

recovery plan or files for bankruptcy or takes any other action that implies a change in the payment conditions

of its debts; or (iv) bankruptcy proceedings are filed by third parties against the Issuer, and provided that these

actions are not suspended within sixty (60) days of their submission.

The Issuer, however, will only be required to pay the amounts due if it is declared bankrupt, has been dissolved

or suspended or is unable to make the payment of the totality or a substantial portion of its liabilities, it being

clear that the payment of the Subordinated Notes should observe the terms of subordination.

ii. Interest:

These are fixed-rate Subordinated Notes, of which interest rate is 6.20% p.a.

The payments of principal and interest will be made by The Bank of New York Mellon, London and Luxembourg

branches.

Interest will be levied on the face value of each Note, from the issue date of the Notes, and it will be due every

six months.

iii. Guarantees: Not applicable. Subordinated Notes. In the event of winding up, the holders of the Notes

will receive repayment after all the other special creditors with secured guarantees and after all the

other unsecured creditors have been satisfied.

iv. Type: Subordinated. See item “vii” – Other relevant characteristics.

v. Possible restrictions imposed on the issuer with respect to:

• the distribution of dividends: Not applicable.

• the disposal of certain assets: Not applicable.

• the contracting of new debt: Not applicable.

• the issue of new securities: Not applicable.

• corporate transactions carried out involving the issuer, its controlling

stockholders or subsidiaries: Any corporate restructuring of the Issuer is

permitted, provided that (a) the resulting entity which assumes all the Issuer’s

assets effectively assumes all obligations under the Note; (b) no Event of Default

had occurred after the reorganization; (c) the Issuer certifies that it complied with

these conditions and presents an independent legal opinion that certifies that the

resulting entity legally assumed all the obligations under the Notes.

vi. Conditions for changing the rights assured by such securities:

Certain changes can be made in the terms and conditions of the Subordinated Notes, without the consent of

their holders, such as changes: (i) that are minor corrections; (ii) that are related only to form or are of a

technical nature; (iii) that are made to correct a patent error; (iv) that are made to correct an ambiguity or

inconsistency; (v) that are made in conformity with an allowed corporate restructuring process; (vi) that are

made for other modifications that do not substantially affect the rights of the holders of the Subordinated Notes.

The changes will be communicated to the holders of the Subordinated Notes by the Trustee as soon as

possible.

Additionally, the Issuer may change the terms and conditions applicable to the Subordinated Notes, once for

each series, solely to meet a requirement imposed by the Central Bank of Brazil, so that the Subordinated

Notes may be considered as included in Tier II of the Referential Equity, in accordance with CMN Resolution

No. 3,444 of February 28, 2007 (“Resolution No. 3,444”), as amended from time to time. The Issuer may not

make any change that implies modification, at any level, to the interest rate of the Subordinated Notes, the

amount of the outstanding Notes, the payment dates of interest and its exponential levying, the maturity date

originally agreed, and the subordination of these Notes.

vii. Other relevant characteristics:

ii. The Subordinated Notes are direct, unsecured and subordinated obligations of the Issuer, and they will be

subordinated in payment preference to all the other liabilities of the Issuer (except for obligations to

stockholders). The Subordinated Notes will be ranked equally at any time, with no preference, and they will

have, at any time and considering certain exceptions, possibly set forth in legislation, the same payment

preferences as all current and future subordinated obligations, with no guarantee of the Issuer, in accordance

with Resolution No. 3,444.

iii. The Subordinated Notes were established by the Amended and Restated Trust Deed, dated March 17, 2011,

entered into by the Issuer and The Bank of New York Mellon, as the Trustee of the holders of the Subordinated

Notes, as amended from time to time. Each issue of Notes will be supplemented by the issue of the Final

Terms, following the model agreed upon by the Issuer and the Trustee.

iv. The Subordinated Notes are issued solely as book-entry notes.

v. The Subordinated Notes were offered by a syndicate of Dealers of the operation, under the Amended and

Restated Dealer Agreement dated March 17, 2011, as amended from time to time.

vi. The Dealers of this issue are Banco Itaú Europa S.A. – London Branch, Goldman Sachs & Co., and Morgan

Stanley & Co. Incorporated. The Dealers can be changed by the Issuer at any time.

vii. An authorization from the Luxembourg Stock Exchange was obtained for the Notes issued in the scope of the

Program to be admitted for trading on the Euro MTF market, managed by that stock exchange, for a 12-month

period counted from March 12, 2015. The first day of listing of the Notes was April 15, 2010.

viii. The Notes were not subject to registration under the Securities Act, and they were offered solely: (i) in the

United States of America to Qualified Institutional Buyers, as defined in Rule 144A; and (ii) in any other country

to Non-US Persons, in accordance with the definition of the Regulation S of the Securities Act. See item “f” –

Restrictions on Outstanding Securities.

ix. There has not been and there will not be any effort for a public distribution of the Notes, and therefore no public

offering has been registered with the Brazilian Securities and Exchange Commission, or with any other similar

body in any other country. The Notes will not be issued, placed, distributed, offered or traded in the Brazilian

capital markets.

x. Subject to the authorization of the Central Bank of Brazil and the compliance with the operational and capital

limits set forth in the item below, the Issuer (or any of its subsidiaries) may, at any time and for any price,

repurchase the Subordinated Notes in the secondary market or in any other way, provided that it is in

compliance with the terms of subordination. The Subordinated Notes so purchased will neither entitle the

Issuer to attend the annual meeting of the holders of Subordinated Notes nor be computed for quorum

purposes in these meetings.

xi. Any payment of principal and interest of the Subordinated Notes may be postponed if: (i) the Issuer notes that

it is in, or that the payment of such amounts may cause, non-compliance with the rules of capital adequacy

and operational limits set forth by CMN Resolution No. 3,444 or CMN Resolution No. 2,099 of August 17,

1994; or (ii) their financial indexes fall below the minimum required by the regulations applicable to the Issuer.

Second Issue

a. Identification of the security, indicating the Jurisdiction: Medium-Term Notes (“Notes”)

xii. The Notes and all documents referring to the Program will be governed by the English laws and the courts

of England will be responsible for settling any disputes arising from the Program and the Notes issued within

its scope.

b. Number: 01 Global Note in the principal amount of item (c) below, which can be split into minimum

denominations of US$100,000.00 and integer multiples from US$1,000.00 thereafter.

c. Total Face Value: US$1,000,000,000.00

d. Issue Date: September 23, 2010.

e. Debt balance on December 31, 2018: R$3,987,836,202.02

f. Restrictions on Outstanding Securities:

• The Notes are offered solely under the terms of Rule 144A of the United States Securities Act of 1933 (“Rule

144A” and the “Securities Act”) and of Regulation S of the Securities Act (“Regulation S”), so that the buyers

of the Notes must declare certain conditions, including, without limitations, the declarations that they are

Qualified Institutional Buyers under Rule 144A or Non-US Persons under Regulation S, and that they

understand that the Notes have not been registered under the terms of the Securities Act.

• The secondary trading of the Notes, or of any right related to them, will depend on the delivery by the seller

of a declaration to the transfer agent of compliance with legislation applicable to the Notes.

g. Convertibility into Shares: Not applicable.

h. Possibility of Redemption: Yes, as follows.

Cases for Redemption:

Early redemption of Subordinated Notes for tax reasons: Subject to the authorization from the Central Bank

of Brazil (if required at the time of redemption), the Subordinated Notes will be redeemed at the Issuer’s

discretion, always in their totality at any time, upon prior notice to the holders of the Notes and subject to

certain conditions of tax nature.

Early redemption of Subordinated Notes by virtue of a regulatory event: Subject to the prior authorization

from the Central Bank of Brazil (if required at the time of redemption), the Issuer may redeem the

Subordinated Notes in their totality, upon prior notice to the holders of the Subordinated Notes, should there

be a regulatory event. A Regulatory Event is defined as a written notice from the Brazilian regulatory

authority, establishing that the Subordinated Notes are not classified as belonging to Tier II of the Referential

Equity.

The Subordinated Notes may not be early redeemed at the holders’ discretion.

The Subordinated Notes will be cancelled in all the aforementioned cases.

Formula for Calculation of the Redemption Amount:

Early redemption of Subordinated Notes for tax reasons: 100% of the denominated value of US$1,000.00.

Early redemption of Subordinated Notes by virtue of a regulatory event: 100% of the denominated value of

US$1,000.00.

i. When securities are debt-related, please indicate, when applicable:

i. Maturity, including early maturity conditions

The maturity date of the Notes is January 22, 2021.

If any of the following events occur (each one, an “Event of Default”) and such occurrence survives time,

the Trustee of the holders of the Notes, if so instructed by at least one-third of the holders – computed at

the face value of the Notes – or if so instructed by a special resolution of the holders of the Notes, should

inform the Issuer of the early maturity of the Notes, and the payment for which will become immediately

required, subject to the terms governing the calculation of the early redemption amount.

(b) If (i) the Issuer is dissolved (except in connection with a merger or corporate restructuring not involving

bankruptcy or insolvency and provided that the Issuer’s legal successor assumes the obligations arising

from the Notes); (ii) it suspends the payment or is unable to honor the payment of its debts; (iii) it submits a

judicial recovery plan or files for bankruptcy or takes any other action that implies a change in the payment

conditions of its debts; or (iv) bankruptcy proceedings are filed by third parties against the Issuer, and

provided that these actions are not suspended within sixty (60) days of their submission.

The Issuer, however, will only be required to pay the amounts due if it is declared bankrupt, has been

dissolved or suspended or is unable to make the payment of the totality or a substantial portion of its

liabilities, it being clear that the payment of the Subordinated Notes should observe the terms of

subordination.

ii. Interest:

These are fixed-rate Subordinated Notes, of which interest rate is 5.75% p.a.

The payments of principal and interest will be made by The Bank of New York Mellon, London and

Luxembourg branches.

Interest will be levied on the face value of each Note, from the issue date of the Notes, and it will be due

every six months on January 22 and July 22, beginning January 22, 2011.

iii. Guarantees: Not applicable. Subordinated Notes. In the event of winding up, the holders of the

Notes will receive repayment after all the other special creditors with secured guarantees and after

all the other unsecured creditors have been satisfied.

iv. Type: Subordinated. See item “vii” – Other relevant characteristics.

v. Possible restrictions imposed on the issuer with respect to:

• the distribution of dividends: Not applicable.

• the disposal of certain assets: Not applicable.

• the contracting of new debt: Not applicable.

• the issue of new securities: Not applicable.

• corporate transactions carried out involving the issuer, its controlling

stockholders or subsidiaries: Any corporate restructuring of the Issuer is

permitted, provided that (a) the resulting entity which assumes all the Issuer’s

assets effectively assumes all obligations under the Note; (b) no Event of

Default had occurred after the reorganization; (c) the Issuer certifies that it

complied with these conditions and presents an independent legal opinion that

certifies that the resulting entity legally assumed all the obligations under the

Notes.

vi. Conditions for changing the rights assured by such securities:

Certain changes can be made in the terms and conditions of the Subordinated Notes, without the consent

of their holders, such as changes: (i) that are minor corrections; (ii) that are related only to form or are of a

technical nature; (iii) that are made to correct a patent error; (iv) that are made to correct an ambiguity or

inconsistency; (v) that are made in conformity with an allowed corporate restructuring process; (vi) that are

made for other modifications that do not substantially affect the rights of the holders of the Subordinated

Notes. The changes will be communicated to the holders of the Subordinated Notes by the Trustee as soon

as possible.

Additionally, the Issuer may change the terms and conditions applicable to the Subordinated Notes, once

for each series, solely to meet a requirement imposed by the Central Bank of Brazil, so that the Subordinated

Notes may be considered as included in Tier II of the Referential Equity, in accordance with CMN Resolution

No. 3,444 of February 28, 2007 (“Resolution No. 3,444”), as amended from time to time. The Issuer may

not make any change that implies modification, at any level, to the interest rate of the Subordinated Notes,

the amount of the outstanding Notes, the payment dates of interest and its exponential levying, the maturity

date originally agreed, and the subordination of these Notes.

vii. Other relevant characteristics:

The Subordinated Notes are direct, unsecured and subordinated obligations of the Issuer, and they will be

subordinated in payment preference to all the other liabilities of the Issuer (except for obligations to

stockholders). The Subordinated Notes will be ranked equally at any time, with no preference, and they will

have, at any time and considering certain exceptions possibly set forth in legislation, the same payment

preferences as all current and future subordinated obligations, with no guarantee of the Issuer, in

accordance with Resolution No. 3,444.

xiii. The Subordinated Notes were established by the Amended and Restated Trust Deed, dated March 17,

2011, entered into by the Issuer and The Bank of New York Mellon, as the Trustee of the holders of the

Subordinated Notes, as amended from time to time. Each issue of Notes will be supplemented by the issue

of the Final Terms, following the model agreed upon by the Issuer and the Trustee.

xiv. The Subordinated Notes are issued solely as book-entry notes.

xv. The Subordinated Notes were offered by a syndicate of Dealers of the operation, under the Amended and

Restated Dealer Agreement dated March 17, 2011, as amended from time to time.

xvi. The Dealers of this issue are Banco Itaú Europa S.A. – London Branch, Deutsche Bank Securities, Inc., and

JP Morgan Securities LLC. An authorization from the Luxembourg Stock Exchange was obtained for the

Notes issued in the scope of the Program to be admitted for trading on the Euro MTF market, managed by

that stock exchange, for a 12-month period counted from March 12, 2015. The first day of listing of the Notes

was September 23, 2010.

xvii. The Notes were not subject to registration under the Securities Act, and they were offered solely: (i) in the

United States of America to Qualified Institutional Buyers, as defined in Rule 144A; and (ii) in any other

country to Non-US Persons, in accordance with the definition of the Regulation S of the Securities Act. See

item “f” – Restrictions on Outstanding Securities.

xviii. There has not been and there will not be any effort for a public distribution of the Notes, and therefore no

public offering has been registered with the Brazilian Securities and Exchange Commission, or with any

other similar body in any other country. The Notes will not be issued, placed, distributed, offered or traded

in the Brazilian capital markets.

xix. Subject to the authorization of the Central Bank of Brazil and the compliance with the operational and capital

limits set forth in the item below, the Issuer (or any of its subsidiaries) may, at any time and for any price,

repurchase the Subordinated Notes in the secondary market or in any other way, provided that it is in

compliance with the terms of subordination. The Subordinated Notes so purchased will neither entitle the

Issuer to attend the annual meeting of the holders of Subordinated Notes nor be computed for quorum

purposes in these meetings.

xx. Any payment of principal and interest of the Subordinated Notes may be postponed if: (i) the Issuer notes

that it is in, or that the payment of such amounts may cause, non-compliance with the rules of capital

adequacy and operational limits set forth by CMN Resolution No. 3,444 or CMN Resolution No. 2,099 of

August 17, 1994; or (ii) their financial indexes fall below the minimum required by the regulations applicable

to the Issuer.

Third Issue

a. Identification of the security, indicating the Jurisdiction: Medium-Term Senior Notes (“Notes”)

xxi. The Notes and all documents referring to the Program will be governed by the English laws and the courts

of England will be responsible for settling any disputes arising from the Program and the Notes issued within

its scope.

b. Number: 01 Global Note in the principal amount of item (c) below, which can be split into minimum

denominations of US$100,000.00 and integer multiples from US$1,000.00 thereafter.

c. Total Face Value: R$500,000,000.00

d. Issue Date: November 23, 2010.

e. Debt balance on December 31, 2015: The issue was settled on November 23, 2015.

Reopening of the Second Issue

a. Identification of the security, indicating the Jurisdiction: Medium-Term Notes (“Notes”)

xxii. The Notes and all documents referring to the Program will be governed by the English laws and the courts

of England will be responsible for settling any disputes arising from the Program and the Notes issued within

its scope.

b. Number: 01 Global Note in the principal amount of item (c) below, which can be split into minimum

denominations of US$100,000.00 and integer multiples from US$1,000.00 thereafter.

c. Total Face Value: US$250,000,000.00, being the second issue total amount, jointly with the first series,

which is US$1,250,000,000.00. See item “vii”– Other relevant characteristics.

d. Issue Date: January 31, 2011.

e. Debt balance on December 31, 2018: R$968,700,000.00

f. Restrictions on Outstanding Securities:

• The Notes are offered solely under the terms of Rule 144A of the United States Securities Act of 1933 (“Rule

144A” and the “Securities Act”) and of Regulation S of the Securities Act (“Regulation S”), so that the buyers

of the Notes must declare certain conditions, including, without limitations, the declarations that they are

Qualified Institutional Buyers under Rule 144A or Non-US Persons under Regulation S, and that they

understand that the Notes have not been registered under the terms of the Securities Act.

• The secondary trading of the Notes, or of any right related to them, will depend on the delivery by the seller

of a declaration to the transfer agent of compliance with legislation applicable to the Notes.

•

g. Convertibility into Shares: Not applicable.

h. Possibility of Redemption: Yes, as follows.

Cases for Redemption:

Early redemption of Subordinated Notes for tax reasons: Subject to the authorization from the Central Bank

of Brazil (if required at the time of redemption), the Subordinated Notes will be redeemed at the Issuer’s

discretion, always in their totality at any time, upon prior notice to the holders of the Notes and subject to

certain conditions of tax nature.

Early redemption of Subordinated Notes by virtue of a regulatory event: Subject to the prior authorization

from the Central Bank of Brazil (if required at the time of redemption), the Issuer may redeem the

Subordinated Notes in their totality, upon prior notice to the holders of the Subordinated Notes, should there

be a regulatory event. A Regulatory Event is defined as a written notice from the Brazilian regulatory

authority, establishing that the Subordinated Notes are not classified as belonging to Tier II of the Referential

Equity.

The Subordinated Notes may not be early redeemed at the holders’ discretion.

The Subordinated Notes will be cancelled in all the aforementioned cases.

Formula for Calculation of the Redemption Amount:

Early redemption of Subordinated Notes for tax reasons: 100% of the denominated value of US$1,000.00.

Early redemption of Subordinated Notes by virtue of a regulatory event: 100% of the denominated value of

US$1,000.00.