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

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DOCUMENTS INCORPORATED BY REFERENCE The following documents which have previously been published or are published simultaneously with this Offering Circular and have been filed with the Irish Stock Exchange or approved by the Financial Regulator shall be incorporated in, and form part of, this Offering Circular: • the auditors' report and audited statutory financial statements for each of the financial years ended 31 December 2008 and 31 December 2009 of ESIP; • the auditors' report and audited statutory consolidated financial statements for each of the financial years ended 31 December 2008 and 31 December 2009 of BESI; and • summary unaudited individual interim financial statements for the three months ended 31 March 2010 of BESI. Following the publication of this Offering Circular a supplement may be prepared by the Issuers and approved by the Financial Regulator in accordance with Article 16 of the Prospectus Directive. Statements contained in any such supplement (or contained in any document incorporated by reference therein) shall, to the extent applicable (whether expressly, by implication or otherwise) be deemed to modify or supersede statements contained in this Offering Circular or in a document which is incorporated by reference in this Offering Circular. Any statement so modified or superseded shall not, except as so modified or superseded, constitute a part of this Offering Circular. Copies of documents incorporated by reference in this Offering Circular, together with the Portuguese version of the auditors' report and audited statutory consolidated financial statements for the financial year ended 31 December 2009 of BESI, can be obtained from the registered office of each of the Issuers. Any documents themselves incorporated by reference in the documents incorporated by reference in this Offering Circular shall not form part of this Offering Circular. ESIP and BESI will, in the event of any significant new factor, material mistake or inaccuracy relating to information included in this Offering Circular which is capable of affecting the assessment of any Notes, prepare a supplement to this Offering Circular or publish a new Offering Circular for use in connection with any subsequent issue of Notes. 28
GENERAL DESCRIPTION OF THE PROGRAMME Under the Programme, either Issuer may from time to time issue Notes denominated in any currency (including euro) subject as set out herein. A summary of the Terms and Conditions of the Programme and the Notes appears below. The applicable terms of any Notes will be agreed between the relevant Issuer and the relevant Dealer prior to the issue of the Notes and will be set out either in the Terms and Conditions of the Notes or in the Terms and Conditions of the Undated Deeply Subordinated Notes endorsed on, attached to, or incorporated by reference into, the Notes, as modified and supplemented by the applicable Final Terms attached to, or endorsed on or incorporated by reference into such Notes, as more fully described under “Form of the Notes” below. This Offering Circular and any supplement will only be valid for Notes listed on the Irish Stock Exchange and/or the UKLA Official List and admitted to trading by the London Stock Exchange during the period of 12 months from the date of this Offering Circular in an aggregate nominal amount which, when added to the aggregate nominal amount then outstanding of all Notes previously or simultaneously issued under the Programme, does not exceed €2,500,000,000 (or its equivalent in other currencies) or such greater amount as may be agreed from time to time in accordance with the terms of the Programme Agreement. For the purpose of calculating the euro equivalent of the aggregate nominal amount of Notes issued under the Programme from time to time: (a) (b) (c) the euro equivalent of Notes denominated in another Specified Currency shall be determined, at the discretion of the relevant Issuer, either as of the date on which agreement is reached for the issue of such Notes or on the preceding day on which commercial banks and foreign exchange markets are open for business in London and Lisbon, in each case on the basis of the spot rate for the sale of the euro against the purchase of such Specified Currency in the London foreign exchange market quoted by any leading international bank selected by the relevant Issuer on the relevant day of calculation; the euro equivalent of Dual Currency Notes, Indexed Notes and Partly Paid Notes shall be calculated in the manner specified above by reference to the original nominal amount on issue of such Notes (in the case of Partly Paid Notes regardless of the subscription price paid); and the euro equivalent of Zero Coupon Notes and other Notes issued at a discount or a premium shall be calculated in the manner specified above by reference to the net proceeds received by the relevant Issuer for the relevant issue. 29
Page 1 and 2: OFFERING CIRCULAR Espírito Santo I
Page 3 and 4: The relevant Issuer may agree with
Page 5 and 6: Notes may only do so (i) in circums
Page 7 and 8: TABLE OF CONTENTS Page Summary of t
Page 9 and 10: Terms of Notes: Taxation: Negative
Page 11 and 12: Status of the Dated Subordinated No
Page 13 and 14: OVERVIEW OF THE PROGRAMME The follo
Page 15 and 16: Fixed Rate Notes: Floating Rate Not
Page 17 and 18: RISK FACTORS Each of ESIP and BESI
Page 19 and 20: Emerging Market Risks As at 31 Dece
Page 21 and 22: (iv) delivery of Reference Obligati
Page 23 and 24: cease to be eligible as Tier 1 Capi
Page 25 and 26: held through Interbolsa, and (i) if
Page 27: (iii) (iv) verify the consistency o
Page 31 and 32: “ANY UNITED STATES PERSON WHO HOL
Page 33 and 34: APPLICABLE FINAL TERMS Set out belo
Page 35 and 36: 1. Issuer: [Espírito Santo Investm
Page 37 and 38: - Relevant Screen Page: 37 (Second
Page 39 and 40: (ii) Optional Redemption Amount(s)
Page 41 and 42: PURPOSE OF FINAL TERMS These Final
Page 43 and 44: net proceeds and total expenses at
Page 45 and 46: APPLICABLE FINAL TERMS Set out belo
Page 47 and 48: 10. Redemption/Payment Basis: [Rede
Page 49 and 50: (N.B. If the Final Redemption Amoun
Page 51 and 52: Furthermore, such Specified Denomin
Page 53 and 54: PART B - OTHER INFORMATION 1. LISTI
Page 55 and 56: 8. OPERATIONAL INFORMATION (i) ISIN
Page 57 and 58: epresentative of the holders of Int
Page 59 and 60: The Interbolsa Notes will be regist
Page 61 and 62: (ii) The claims of the holders of t
Page 63 and 64: (b) with normal market practice and
Page 65 and 66: mutatis mutandis or (ii) in the cas
Page 67 and 68: and, in each case, multiplying such
Page 69 and 70: (vii) Certificates to be Final All
Page 71 and 72: (c) Payments in respect of Global N
Page 73 and 74: (v) (vi) in relation to Notes redee
Page 75 and 76: (i) (ii) (iii) (iv) in the case of
Page 77 and 78: (ix) (x) (xi) presented for payment
Page 79 and 80:
(ii) (iii) (iv) (v) (vi) there is d
Page 81 and 82:
(i) If default is made in the payme
Page 83 and 84:
and Interbolsa's rules on notices t
Page 85 and 86:
Matters in the discretion of the Ag
Page 87 and 88:
TERMS AND CONDITIONS OF THE UNDATED
Page 89 and 90:
1. Form, Denomination and Title The
Page 91 and 92:
ut upon payment of any tax or other
Page 93 and 94:
(a) Interest on Fixed Rate Notes Ea
Page 95 and 96:
(2) the Following Business Day Conv
Page 97 and 98:
Where the Specified Denomination of
Page 99 and 100:
(except in respect of Interbolsa No
Page 101 and 102:
of such Specified Currency (which,
Page 103 and 104:
(i) (ii) (iii) the Issuer has appoi
Page 105 and 106:
of the Bank of Portugal satisfies a
Page 107 and 108:
any authority thereof or therein ha
Page 109 and 110:
10. Events of Default relating to U
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In connection with the exercise by
Page 113 and 114:
The Issuer has in the Trust Deed ir
Page 115 and 116:
SELECTED FINANCIAL INFORMATION FOR
Page 117 and 118:
SELECTED FINANCIAL INFORMATION FOR
Page 119 and 120:
ESSI, Sociedade Gestora de Particip
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Capital Markets - Equity, Fixed Inc
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BESI is also active in the Brazilia
Page 125 and 126:
Brazil Espírito Santo Investment c
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International operations As a resul
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José Maria Espírito Santo Silva R
Page 131 and 132:
Pedro Manuel de Castro Simões Ferr
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Diogo Luís Ramos de Abreu Félix A
Page 135 and 136:
António Espírito Santo Silva Salg
Page 137 and 138:
Moses Dodo Phillipe Gilles Fernand
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Moses Dodo Executive Board Member,
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For the purposes of this clause 4:
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DESCRIPTION OF THE PORTUGUESE BANKI
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Banking Regulation in Portugal Summ
Page 147 and 148:
TAXATION IRISH TAXATION The followi
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Irish Source Income Holders of Iris
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The Directive has been enacted into
Page 153 and 154:
(ii) authenticated, if the Benefici
Page 155 and 156:
addresses U.S. Holders (as defined
Page 157 and 158:
not have OID if such excess is less
Page 159 and 160:
amount of the redemption price (or
Page 161 and 162:
(iv) in the case of Registered Note
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establish a basis for exemption or
Page 165 and 166:
SUBSCRIPTION AND SALE The Dealers h
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provided that no such offer of Note
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(3) Such Notes, unless the Issuer d
Page 171 and 172:
(6) It agrees that it will give to
Page 173 and 174:
GENERAL INFORMATION Authorisation T
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Auditors for each of the two years
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3. We hereby undertake to provide t
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ANNEX 2 STATEMENT FOR EXEMPTION FRO
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REGISTERED OFFICE OF ESIP Espírito
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To BESI as to Portuguese law Vieira
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Espírito Santo Investment p.l.c. Banco Espírito Santo de ... - BES

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