HSBC J.P. Morgan Standard Chartered Bank - bicbanco

You should rely only on the information contained in this offering memorandum. The Bank, HSBC
Securities (USA) Inc., J.P. Morgan Securities Inc. and Standard Chartered Bank (together, the initial
purchasers), or their affiliates have not authorized anyone to provide you with different information. If
anyone provides you with different or inconsistent information, you should not rely on it. The Bank is not,
and the initial purchasers are not, making an offer to sell the notes in any jurisdiction where the offer or sale
is not permitted. This document may only be used where it is legal to offer and to sell the notes. You should
assume that the information appearing in this offering memorandum is accurate only as of the date on the
front cover of this offering memorandum. The Bank’s business, financial condition, results of operations and
prospects may have changed since that date.
In this offering memorandum, unless otherwise indicated or the context otherwise requires, all references to
the “Bank” or similar terms refer to Banco Industrial e Comercial S.A. and its consolidated subsidiaries, and
references to the “issuer” are to Banco Industrial e Comercial S.A.
The Bank is relying on an exemption from registration under the Securities Act for offers and sales of
securities that do not involve a public offering. The notes offered are subject to restrictions on transferability and
resale and may not be transferred or resold in the United States except as permitted under the Securities Act and
applicable U.S. state securities laws pursuant to registration or exemption from them. By purchasing the notes, you
will be deemed to have made the acknowledgements, representations and warranties and agreements described
under the heading “Transfer Restrictions” in this offering memorandum. You should understand that you may be
required to bear the financial risks of your investment for an indefinite period of time.
The Bank has prepared this offering memorandum for use solely in connection with the proposed offering
of the notes outside of Brazil. This offering memorandum is personal to the offeree to whom it has been delivered
by the initial purchasers and does not constitute an offer to any other person or to the public in general to acquire the
notes. Distribution of this offering memorandum to any person other than the offeree and those persons, if any,
retained to advise that offeree with respect thereto, is unauthorized, and any disclosure of any of its contents without
the Bank’s prior written consent is prohibited. Each offeree, by accepting delivery of this offering memorandum,
agrees to the foregoing and agrees not to make any photocopies of this offering memorandum in whole or in part.
The Bank and the initial purchasers reserve the right to reject any offer to purchase, in whole or in part, for
any reason, or to sell less than all of the notes offered by this offering memorandum.
The Bank, having made all reasonable inquiries, confirms that the information contained in this offering
memorandum is true and accurate in all material respects, that the opinions and intentions it expresses in this
offering memorandum are honestly held, and that there are no other facts the omission of which would make this
offering memorandum as a whole or any of such information or the expression of any such opinions or intentions
misleading in any material respect. The Bank accepts responsibility accordingly. This offering memorandum
summarizes certain documents and other information and the Bank refers you to them for a more complete
understanding of what it discusses in this offering memorandum. In making an investment decision, you must rely
on your own examination of the Bank and the terms of the offering and the notes, including the merits and risks
involved.
The Bank is not making any representation to any purchaser of the notes regarding the legality of an
investment in the notes under any laws or regulations. You should not consider any information in this offering
memorandum to be legal, business or tax advice. You should consult your own attorney, business advisor and tax
advisor for legal, business and tax advice regarding an investment in the notes.
Application has been made to admit the notes to listing on the Official List, and to trading on the Euro MTF
Market, of the Luxembourg Stock Exchange. The Euro MTF is not a regulated market for the purposes of the
Markets in Financial Instruments Directive (Directive 2004/39/EC). The Luxembourg Stock Exchange’s Euro MTF
Market takes no responsibility for the contents of this offering memorandum, makes no representations as to its
accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in
reliance upon the whole or any part of the contents of this offering memorandum.