HSBC J.P. Morgan Standard Chartered Bank - bicbanco

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The likelihood of such restrictions may be determined by the extent of Brazil’s foreign currency reserves, the availability of foreign currency in the foreign exchange markets on the date a payment is due, the size of Brazil’s debt service burden relative to the economy as a whole, Brazil’s policy toward the International Monetary Fund, political constraints to which Brazil may be subject and other factors. To date, the Brazilian government has not imposed any restrictions on payments by Brazilian issuers in respect of debt securities issued in the international capital markets, but the Bank cannot assure you that such restrictions will not be imposed by the Brazilian government. AMR-248898-v2 - 30 - 95-40469277
ENFORCEABILITY OF CIVIL LIABILITIES The Bank is a corporation organized under the laws of Brazil. Substantially all of the Bank’s 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 the Bank’s 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 against the Bank judgments predicated upon the civil liability provisions of the U.S. federal securities laws or the laws of such other jurisdictions. The Bank has been advised by Machado Meyer Sendacz e Opice, its Brazilian counsel, that judgments of non-Brazilian courts for civil liabilities predicated upon the securities laws of such countries, including the securities laws of the United States, subject to certain requirements described below, may be enforced in Brazil. A judgment against either the Bank or any other person described above obtained outside Brazil would be enforceable in Brazil against the Bank or any such person without reconsideration of the merits, upon confirmation of that judgment by the Brazilian Federal Superior Court of Justice (Superior Tribunal de Justiça), or STJ. 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; • it is not the subject of 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 securities laws of countries other than Brazil with respect to the notes. The Bank understands that original actions predicated on the securities laws of countries other than Brazil may be brought in Brazilian courts and that Brazilian courts may enforce civil liabilities in such actions against the Bank, its directors, certain of its 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, except in the case of the enforcement of foreign judgments which have been duly confirmed by the STJ. AMR-248898-v2 - 31 - 95-40469277
Page 1 and 2: U.S.$300,000,000 7APR201011063096 B
Page 3 and 4: Neither the U.S. Securities and Exc
Page 5 and 6: TABLE OF CONTENTS FORWARD-LOOKING S
Page 7 and 8: Financial Information PRESENTATION
Page 9 and 10: SUMMARY This summary highlights inf
Page 11 and 12: Strengths and Competitive Advantage
Page 13 and 14: management structures of the Bank.
Page 15 and 16: On March 15, 2010, the Central Bank
Page 17 and 18: Ranking ...........................
Page 19 and 20: noteholders’ consent if any such
Page 21 and 22: Consolidated Balance Sheets As of D
Page 23 and 24: Consolidated Statements of Income F
Page 25 and 26: RISK FACTORS As a general matter, i
Page 27 and 28: potential investors. Any such event
Page 29 and 30: In its corporate activities, the Ba
Page 31 and 32: The Bank’s ability to collect pay
Page 33 and 34: Fluctuations in the real/U.S. dolla
Page 35 and 36: their obligations to the Bank or ma
Page 37: insolvency of DTC, Clearstream, Lux
Page 41 and 42: USE OF PROCEEDS The Bank estimates
Page 43 and 44: SELECTED FINANCIAL DATA AND OTHER I
Page 45 and 46: Consolidated Statements of Income F
Page 47 and 48: Selected Ratios As of and for the Y
Page 49 and 50: (7) Net income as a percentage of a
Page 51 and 52: December 31, 2008 / 2007 Increase (
Page 53 and 54: Up to 90 days As of December 31, 20
Page 55 and 56: As of December 31, 2009 Total No ma
Page 57 and 58: Fiscal year ended December 31, Cred
Page 59 and 60: As of December 31, 2009 2008 2007 (
Page 61 and 62: The tables below set forth details
Page 63 and 64: Inflation, as measured by the IPCA,
Page 65 and 66: interest rate through 2008 and on D
Page 67 and 68: total loans and financing that have
Page 69 and 70: The market price is the value that
Page 71 and 72: Expenses with assigned credits ....
Page 73 and 74: Other Operating Income & Expenses O
Page 75 and 76: For the Year Ended December 31, 200
Page 77 and 78: and arbitrations, totaled R$76.3 mi
Page 79 and 80: For the Year Ended December 31, 200
Page 81 and 82: Original amount (In U.S.$ millions)
Page 83 and 84: The following tables set forth a su
Page 85 and 86: Analysis of Cash Flow Cash Flow fro
Page 87 and 88: Exposure to foreign exchange rates
Page 89 and 90:
The chart below reflects the Bank
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The following table shows the Bank
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assure the transparency of its mana
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The following table shows the Bank
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The following table shows the distr
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The Bank applies the same control a
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Financeira has two subsidiaries, Su
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The table below sets forth the bala
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Funding in reais Time deposits repr
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Policies of Credit Granting and Ris
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Collateral Generally, loans are bac
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In addition, the Bank adopts a prev
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Moreover, a Risk Management Departm
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The following table compares the lo
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The table below sets forth the numb
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Additionally, the Bank owns the lic
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MANAGEMENT AND EMPLOYEES Board of D
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Currently, the Bank’s executive b
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Mr. Walter Mallas Machado de Barros
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(vi) manages and defines best solut
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RELATED-PARTY TRANSACTIONS Accordin
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condition, its need for funding, it
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penalties provided for in law, when
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Only individuals or entities author
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The independent accountants, in the
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The regulations specify for each lo
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Regulations affecting liquidity in
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the requirement and the portion act
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• transactions carried out in the
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According to Law No. 10,684 of May
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The Money Laundering Law also creat
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• acts that may constitute terror
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• the occurrence of any of the ev
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Some of the principal changes resul
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Deferral of Interest and Principal
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Any provision of this offering memo
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Maintenance of Office or Agency The
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which it does not merge or consolid
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any trust or power conferred on the
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of additional amounts, maintenance
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Paying Agents; Transfer Agents; Reg
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FORM OF THE NOTES Notes sold in off
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definitive note may be transferred
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economic activity in the country or
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TAX ADVISERS AS TO THE PARTICULAR T
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initial purchasers to reclaim a sel
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(2) a trust (where the trustee is n
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TRANSFER RESTRICTIONS The notes hav
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• 7. It acknowledges that the tru
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Taxation and Eligibility for Invest
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INDEPENDENT ACCOUNTANTS The Bank’
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INDEX TO FINANCIAL STATEMENTS Page
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Independent auditors’ report To T
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F - 5
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F - 7
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F - 9
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F - 11
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F - 13
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F - 15
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F - 17
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Banco Industrial e Comercial S.A. a
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Independent auditors’ report To T
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F - 101
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F - 103
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F - 105
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F - 107
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F - 109
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F - 111
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F - 113
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In the individual Financial Stateme
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e.3 Credit operations and allowance
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Investment - 2008 and 2007 % BIC Ar
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5 Securities a. The Bank’s policy
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BICBANCO Consolidated - 2007 Curren
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.4 Criteria for valuation and measu
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A scenario is determined by a combi
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endure fluctuations in the respecti
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BICBANCO BICBANCO Consolidated 2008
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BICBANCO Consolidated 2008 2007 R$
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Present value of lease contracts 11
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Salary advances and prepayments 1,4
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d. Impairment The Bank’s manageme
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Variable remuneration 32,589 21,297
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c. Number of depositors BICBANCO Co
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23 Other liabilities - Tax and soci
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practices. According to the estimat
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27 Deferred income Mainly refers to
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Description BICBANCO Consolidated 2
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Permanent differences 40,208 5,906
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e. Deposits, money market and Inter
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Communication 4,375 3,297 4,378 3,2
Page 351 and 352:
50 largest guarantees 434,152 89.12
Page 353 and 354:
2008 2007 Legal/audit 24 23 Control
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REGISTERED OFFICE OF THE BANK Banco
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HSBC J.P. Morgan Standard Chartered Bank - bicbanco

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