Espírito Santo Investment p.l.c. Banco Espírito Santo de ... - BES

Prospectus Directive. The Financial Regulator only approves this Offering Circular as meeting the requirements
imposed under Irish and EU law pursuant to the Prospectus Directive. Such approval relates only to the Notes which are
to be admitted to trading on the regulated market of The Irish Stock Exchange Limited (the Irish Stock Exchange) or
other regulated markets for the purposes of Directive 2004/39/EC or which are to be offered to the public in any
member state of the European Economic Area. Application has been made to the Irish Stock Exchange for the Notes to
be admitted to the Official List (the Official List) and trading on its regulated market.
This Offering Circular comprises listing particulars (the Listing Particulars) for the purposes of giving
information with regard to the issue of Notes having a maturity of less than 365 days as commercial paper of the Issuer
under the Programme during the period of twelve months after the date hereof. References throughout this document to
the “Offering Circular” shall be deemed to read “Listing Particulars” for such purpose. Application has been made to
the Irish Stock Exchange for such Notes to be admitted to listing and trading on the Irish Stock Exchange's regulated
market as commercial paper. The Programme provides that the commercial paper may be listed or admitted to trading,
as the case may be, on such other or further stock exchange(s) or markets as may be agreed between the Issuer and the
relevant Dealer.
References in this Offering Circular to Notes being listed (and all related references) shall mean that such Notes
have been admitted to the Official List. The Programme provides that Notes may be listed or admitted to trading, as the
case may be, on such other or further stock exchange(s) or markets as may be agreed between the relevant Issuer and
the relevant Dealer(s). Each Issuer may also issue unlisted Notes and/or Notes which are not admitted to trading on any
market.
Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of
Notes and any other terms and conditions not contained herein which are applicable to each Tranche (as defined under
“Terms and Conditions of the Notes” and “Terms and Conditions of the Undated Deeply Subordinated Notes”) of Notes
will be set out in a final terms supplement (the Final Terms) which, with respect to Notes to be listed on the Irish Stock
Exchange will be delivered to the Financial Regulator and the Irish Stock Exchange on or before the date of issue of the
Notes of such Tranche.
Copies of the Final Terms will be available from the registered office of the relevant Issuer and the specified
office set out below of each of the Paying Agents (as defined below save that, if this Note is neither admitted to trading
on a regulated market in the European Economic Area nor offered in the European Economic Area in circumstances
where a prospectus is required to be published under the Prospectus Directive, the applicable Final Terms will only be
available for inspection by a Noteholder holding one or more Notes and such Noteholder must produce evidence
satisfactory to the Trustee or the relevant Paying Agent as to its holding of Notes and as to its identity).
The Notes have not been and will not be registered under the U.S. Securities Act 1933, as amended (the
Securities Act). The Notes are being offered and sold by the Dealers outside the United States to non-U.S. persons in
accordance with Regulation S of the U.S. Securities Act (Regulation S) and in the United States only to qualified
institutional buyers (QIBs) in reliance on Rule 144A under the U.S. Securities Act (Rule 144A).
In the case of Notes held through Interbolsa – Sociedade Gestora de Sistemas de Liquidação e de Sistemas
Centralizados de Valores Mobiliários, S.A. (Interbolsa) the Notes of each Tranche will be in dematerialised book-entry
form and will either be bearer Notes (ao portador) or registered Notes (nominativas), as specified in the applicable
Final Terms. The Notes of each Tranche other than Interbolsa Notes (as defined in “Form of the Notes” below) will
either be in registered form (the Registered Notes) or in bearer form (the Bearer Notes). The issue of Interbolsa Notes
shall be prior to the issue date registered in the Portuguese securities centralised system, Central de Valores Mobiliários
(CVM) managed by Interbolsa. Bearer Notes (other than Interbolsa Notes) will initially be represented by a temporary
global Note (a Temporary Global Note) or, if so specified in the applicable Final Terms, a permanent global Note (a
Permanent Global Note and, together with a Temporary Global Note, Global Notes) which in either case will: (i) if
the Global Notes are intended to be issued in new global note (NGN) form, as stated in the applicable Final Terms, be
delivered on or prior to the original issue date of the Tranche to a common safekeeper (the Common Safekeeper) for
Euroclear Bank SA/NV (Euroclear) and Clearstream Banking, société anonyme (Clearstream, Luxembourg); and (ii)
if the Global Notes are not intended to be issued in NGN form, be delivered on or prior to the issue date of the Tranche
to a common depositary (the Common Depositary) for Euroclear and Clearstream, Luxembourg and/or any other
agreed clearing system and which will be exchangeable, as specified in the applicable Final Terms, for either a
Permanent Global Note or Notes in definitive form, in each case upon certification as to non-U.S. beneficial ownership
as required by U.S. Treasury regulations. Registered Notes may be delivered on or prior to the issue date of the Tranche
to a Common Depositary for Euroclear and Clearstream, Luxembourg. Registered Notes resold pursuant to Rule 144A
(Rule 144A) under the United States Securities Act of 1933, as amended (the Securities Act) may be deposited on the
issue date with a custodian on behalf of the Depository Trust Company (DTC).
The applicable Final Terms will specify that a Permanent Global Note either (i) is exchangeable (in whole but
not in part) for definitive Notes upon not less than 60 days' notice or (ii) is exchangeable (in whole but not in part) for
definitive Notes only following the occurrence of an Exchange Event (as defined on page 27), all as further described in
“Form of the Notes” below.
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