BANIF BANCO INTERNACIONAL DO FUNCHAL, SA

Transcription

1 BANIF BANCO INTERNACIONAL DO FUNCHAL, SA Sede: Rua de João Tavira, FUNCHAL Capital Social: ,00 Matricula na Conservatória do Registo Comercial do Funchal Número Único de Matrícula e Pessoa Colectiva: COMUNICADO Banif Banco Internacional do Funchal, S.A. informa sobre a emissão, em 30 de Dezembro de 2009, de valores mobiliários perpétuos subordinados com juros condicionados, emitidos ao abrigo do Programa de EMTNP (Euro Medium Term Note Programme) de EUR ,00 (prospecto base de 16 de Dezembro de 2009). As emissões a realizar, uma pelo Banif Banco Internacional do Funchal, S.A. e outra pela sua Sucursal Financeira Exterior, serão, respectivamente, nos montantes de EUR ,00 e EUR ,00, ambas com taxa fixa de 6,25% no primeiro ano e taxa variável correspondente à Euribor a 6 meses acrescida de 5,00% após o primeiro ano e até à data em que se verifique o seu reembolso. As características de cada uma das referidas emissões encontram se descritas em detalhe nos documentos ( Final Terms ) anexos à presente informação. Lisboa, 30 de Dezembro de 2009 Banif Banco Internacional do Funchal, S.A.

2 Final Terms dated 29 December 2009 Banif - Banco Internacional do Funchal, S.A. Issue of EUR 40,000,000 Fixed to Floating Rate Undated Subordinated Notes with Conditional Interest under the Euro 2,500,000,000 Euro Medium Term Note Programme PART A CONTRACTUAL TERMS Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base Prospectus dated 16 December 2009 (the "Base Prospectus") for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the "Prospectus Directive"). This document constitutes the Final Terms relating to the issue of Notes described herein for the purposes of Article 5.4 of the Prospectus Directive. These Final Terms contain the final terms of the Notes and must be read in conjunction with the Base Prospectus. Full information on the Issuer and the Notes described herein is only available on the basis of a combination of these Final Terms and the Base Prospectus. The Base Prospectus is available for viewing on the website of the Luxembourg Stock Exchange at and copies may be obtained from the Specified Office of the Principal Paying Agent. 1. (i) Issuer: Banif -Banco Internacional do Funchal, S.A. 2. Series Number: Specified Currency or Currencies: Euro ("Euro") 4. Aggregate Nominal Amount: EUR 40,000, Issue Price: 100 per cent. of the Aggregate Nominal Amount 6. (i) Specified Denominations EUR 1,000 (ii) Calculation Amount: EUR 1, (i) Issue Date: 30 December 2009 (ii) Interest Commencement Date: 30 December 2009, subject to any Limitation on Payment of Interest 8. Maturity Date: Not applicable. The Notes are not subject to mandatory redemption.

3 9. Interest Basis: Subject to a decision of the board of directors of the Issuer and to any Limitation on Payment of Interest, as follows: (A) For the period from, and including, the Issue Date up to, and excluding, the Interest Payment Date falling on, or nearest to, 30 December 2010 (the Fixed Rate Period ), a Fixed Rate of 6.25 per cent. per annum. (B) For the period from, and including, the Interest Payment Date falling on, or nearest to, 30 December 2010 to, but excluding, the Interest Payment Date on which the Notes are redeemed in accordance with Conditions 10 or 13(B) (the Floating Rate Period ), a Floating Rate of 6 Month Euribor plus 5.00 per cent. per annum. In respect of both periods, further particulars are specified below. As described in Condition 4(c)(iii) (pages 37 and 38 of the Base Prospectus), Limitation on Payment of Interest means that the Issuer will, in any case and regardless of any resolution of the board of directors of the Issuer, be prevented from paying interest on the Notes, and such interest shall not be due and payable, in any of the following situations: (A) if the Issuer fails to comply with the Own Funds Requirements Regulation, or to the extent that the payment of such interest would result for the Issuer in a failure to comply with the Own Funds Requirements Regulation; or (B) if, in the opinion of (i) the board of directors of the Issuer or (ii) the Bank of Portugal, or as determined by the Bank of Portugal, such payment would put at risk the compliance by the Issuer with the Own Funds Requirements Regulation taking into consideration the past and expected evolution of the financial situation of the Issuer. In the event that interest on the Notes may not - 2 -

4 become integrally due on an Interest Payment Date and, consequently, the respective payment may not be integrally effected on an Interest Payment Date due to any Limitation on Payment of Interest, such interest shall become due and the respective payment shall be effected to the extent permitted by the relevant Limitation on Payment of Interest. Any interest on the Notes which has not been paid on any Interest Payment Date due to a Limitation on Payment of Interest or in the absence of a decision of the board of directors of the Issuer shall neither be due or payable by the Issuer on any subsequent Interest Payment Date and therefore any interest paid on any Interest Payment Date shall solely have accrued and become payable in respect of the Interest Period immediately preceeding such Interest Payment Date. 10. Redemption/Payment Basis: Redemption (if any) at par. As better described in Condition 4(c)(iii) (pages 36 and 37 of the Base Prospectus), any amounts which would be payable as interest or principal under the Notes will be available to meet the losses of the Issuer, as determined by the board of directors of the Issuer. 11. Change of Interest or Redemption/Payment Basis: In the above circumstances, unpaid amounts of interest first and then principal will be cancelled and utilised to the extent that may be necessary to meet the losses of the Issuer and the nominal value of each Note may be reduced in the same proportion in which the share capital of the Issuer is reduced, to a minimum of 0.01 if the own capital of the Issuer becomes lower than its share capital. The cancelled or reduced amounts will, subject to prior approval by the Bank of Portugal, only be reinstated as subordinated credits of the corresponding holders in certain circumstances, such as the early redemption of the Notes at the option of the Issuer. As specified in paragraph 9 above

5 12. Put/Call Options: Issuer Call (further particulars specified below) 13. (i) Status of the Notes: Undated Dated Subordinated Notes with Conditional Interest. (ii) Date Board approval for issuance of Notes: 25 November Method of distribution: Non-syndicated PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE 15. Fixed Rate Note Provisions Applicable in respect of the Fixed Rate Period. (i) Rate of Interest: 6.25 per cent. per annum payable semi-annually in arrears. (ii) Interest Payment Date(s): 30 June 2010 and 30 December 2010, subject to the Following Business Day Convention and to any Limitation on Payment of Interest. (iii) Fixed Coupon Amount: EUR per Calculation Amount (iv) Broken Amount: (v) Day Count Fraction: 30/360 (vi) Other terms relating to the method of calculating interest for Fixed Rate Notes: 16. Floating Rate Note Provisions Applicable during the Floating Rate Period. (i) Specified Interest Payment Dates: 30 June and 30 December in each year commencing on 30 June 2011, subject to adjustment in accordance with the Business Day Convention as specified below and to any Limitation on Payment of Interest. (ii) Business Day Convention: Following Business Day Convention (iii) Additional Business Centre(s): (iv) Manner in which the Rate(s) of Interest is/are to be determined: Screen Rate Determination (v) Party responsible for calculating the Rate(s) of Interest and Interest - 4 -

6 Amount(s) (if not the Fiscal Agent): (vi) Screen Rate Determination: - Reference Rate: EURIBOR Interest Determination Date(s): The second TARGET Settlement Day prior to the first day in each Interest Period during the Floating Rate Period, the first Interest Determination Date being 28 December Relevant Screen Page: Reuters EURIBOR 01 - Relevant Time: am Brussels time Relevant Financial Centre: Euro-zone (where Euro-zone means the region comprised of the countries whose lawful currency is the euro). (vii) ISDA Determination: (viii) Margin(s): 5.00 per cent. per annum for the period from, and including, the Interest Payment Date falling on or nearest to 30 December 2010 to, but excluding, the date on which the Notes are redeemed in accordance with Conditions 10 or 13(B). (viii) Minimum Rate of Interest: (ix) Maximum Rate of Interest: (x) Day Count Fraction: Actual/360 (xi) Fall back provisions, rounding provisions, denominator and any other terms relating to the method of calculating interest on Floating Rate Notes, if different from those set out in the Conditions: 17. Zero Coupon Note Provisions 18. Index Linked Interest Note Provisions 19. Dual Currency Note Provisions - 5 -

7 PROVISIONS RELATING TO REDEMPTION 20. Call Option Applicable (i) Optional Redemption Date(s): Each Interest Payment Date from and including 30 December 2014, subject to prior authorisation by the Bank of Portugal and to any Limitation on Payment of Interest. (ii) Optional Redemption Amount(s) of each Note and method, if any, of calculation of such amount(s): EUR 1,000 per Calculation Amount, subject to Condition 4(c)(iii) as specified in paragraph 10 above. (iii) Partial Redemption: Applicable (a) Minimum Redemption Amount: (b) Maximum Redemption Amount: (iv) Notice period: Not less than 15 nor more than 30 days' prior notice to Noteholders. 21. Put Option 22. Final Redemption Amount of each Note EUR 1,000 per Calculation Amount, subject to Condition 4(c)(iii) as specified in paragraph 10 above. 23. Early Redemption Amount Early Redemption Amount(s) per Calculation Amount payable on redemption for taxation reasons or on event of default and/or the method of calculating the same (if required or if different from that set out in the Conditions): GENERAL PROVISIONS APPLICABLE TO THE NOTES 24. Form of Notes: Dematerialised book-entry registered form (Interbolsa Notes) 25. Additional Financial Centre(s) or other special provisions relating to Payment Dates: Lisbon and London - 6 -

8 26. Details relating to Partly Paid Notes: amount of each payment comprising the Issue Price and date on which each payment is to be made and consequences (if any) of failure to pay, including any right of the Issuer to forfeit the Notes and interest due on late payment: 27. Details relating to Instalment Notes: amount of each instalment, date on which each payment is to be made: 28. Consolidation provisions: The provisions in Condition 19 (Further Issues) apply 29. Other terms or special conditions: For the purposes of these Notes: DISTRIBUTION (A) (B) Own Funds Non-Qualification Event means any change in, or amendment to, any applicable law or regulation of the Republic of Portugal, or any political subdivision or any authority thereof or therein, or any change in the application or official interpretation of such laws or regulations (including a decision by a court of competent jurisdiction or a competent regulatory authority), as a result of which and for the purpose of the Own Funds Requirements Regulation, the board of directors of the Issuer decides, or the Bank of Portugal makes public or notifies the Issuer, that the qualification of the Notes as tier one capital (fundos próprios de base) ceases to be applicable ; and Sub-paragraphs (i) and (ii) of Condition 13(B) shall not apply. 30. (i) If syndicated, names and addresses and underwriting commitments of Managers: (ii) Date of Subscription Agreement (iii) Stabilising Manager (if any): 31. If non-syndicated, name and address of Dealer: Not applicable 32. TEFRA: - 7 -

9 33. Total commission and concession: 34. Additional selling restrictions: LISTING AND ADMISSION TO TRADING The Notes will not be admitted to trading. RESPONSIBILITY The Issuer accepts responsibility for the information contained in this Final Terms. Signed on behalf of the Issuer: By:... By:... Duly authorised Duly authorised - 8 -

10 1. LISTING AND ADMISSION TO TRADING (i) Listing: None PART B OTHER INFORMATION (ii) Admission to trading:. 2. RATINGS Ratings: 3. NOTIFICATION The Notes to be issued are expected to be rated: Fitch: BBB- Moody' s: Baa3 (under review for possible downgrade) The Commission de Surveillance du Secteur Financier has provided the Comissão do Mercado de Valores Mobiliários (CMVM) in Portugal with a certificate of approval attesting that the Prospectus has been drawn up in accordance with the Prospectus Directive. 4. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE Save as discussed in the Base Prospectus, so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer. 5. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES 6. YIELD (i) Reasons for the offer The net proceeds resulting from the issuance of the Notes shall be used for general commercial purposes. The net proceeds are expected to increase the tier I capital on an individual basis for Banif Internacional do Funchal, S.A., on a sub-consolidated basis for Banif SGPS, S.A. and on a consolidated basis for Rentipar Financeira, SGPS, S.A. (ii) Estimated net proceeds: EUR 40,000,000 (iii) Estimated total expenses: None Indication of yield: 6.25 in respect of the Fixed Rate Period. The yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield. 7. OPERATIONAL INFORMATION ISIN Code: PTBAFROM

11 Any clearing system(s) other than Euroclear Bank S.A./N.V. and Clearstream Banking société anonyme and the relevant identification number(s): Delivery: Names and addresses of additional Paying Agent(s) (if any): Central de Valores Mobiliários identification number: BAFROM Delivery free of payment 8. TERMS AND CONDITIONS OF THE OFFER Offer Price: Conditions to which the offer is subject: Description of the application process: Description of possibility to reduce subscriptions and manner for refunding excess amount paid by applicants: Details of the minimum and/or maximum amount of application: Details of the method and time limits for paying up and delivering the Notes: Manner in and date on which results of the offer are to be made public: Procedure for exercise of any right of pre-emption, negotiability of subscription rights and treatment of subscription rights not exercised: Categories of potential investors to which the Notes are offered and whether tranche(s) have been reserved for certain countries: Issue Price

12 Process for notification to applicants of the amount allotted and the indication whether dealing may begin before notification is made: Amount of any expenses and taxes specifically charged to the subscriber or purchaser: Name(s) and address(es), to the extent known to the Issuer, of the placers in the various countries where the offer takes place. None

13 Final Terms dated 29 December 2009 Banif Banco Internacional do Funchal, S.A., acting through its Sucursal Financeira Exterior (External Financial Branch) Issue of EUR 10,000,000 Fixed to Floating Rate Undated Subordinated Notes with Conditional Interest under the Euro 2,500,000,000 Euro Medium Term Note Programme PART A CONTRACTUAL TERMS Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base Prospectus dated 16 December 2009 (the "Base Prospectus") for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the "Prospectus Directive"). This document constitutes the Final Terms relating to the issue of Notes described herein for the purposes of Article 5.4 of the Prospectus Directive. These Final Terms contain the final terms of the Notes and must be read in conjunction with the Base Prospectus. Full information on the Issuer and the Notes described herein is only available on the basis of a combination of these Final Terms and the Base Prospectus. The Base Prospectus is available for viewing on the website of the Luxembourg Stock Exchange at and copies may be obtained from the Specified Office of the Principal Paying Agent. 1. (i) Issuer: Banif - Banco Internacional do Funchal, S.A., acting through its Sucursal Financeira Exterior 2. Series Number: 11 (External Financial Branch). 3. Specified Currency or Currencies: Euro ("Euro") 4. Aggregate Nominal Amount: EUR 10,000, Issue Price: 100 per cent. of the Aggregate Nominal Amount 6. (i) Specified Denominations EUR 1,000 (ii) Calculation Amount: EUR 1, (i) Issue Date: 30 December 2009 (ii) Interest Commencement Date: 30 December 2009, subject to any Limitation on Payment of Interest 8. Maturity Date: Not applicable. The Notes are not subject to mandatory redemption.

14 9. Interest Basis: Subject to a decision of the board of directors of the Issuer and to any Limitation on Payment of Interest, as follows: (A) For the period from, and including, the Issue Date up to, and excluding, the Interest Payment Date falling on, or nearest to, 30 December 2010 (the Fixed Rate Period ), a Fixed Rate of 6.25 per cent. per annum. (B) For the period from, and including, the Interest Payment Date falling on, or nearest to, 30 December 2010 to, but excluding, the Interest Payment Date on which the Notes are redeemed in accordance with Conditions 10 or 13(B) (the Floating Rate Period ), a Floating Rate of 6 Month Euribor plus 5.00 per cent. per annum. In respect of both periods, further particulars are specified below. As described in Condition 4(c)(iii) (pages 37 and 38 of the Base Prospectus), Limitation on Payment of Interest means that the Issuer will, in any case and regardless of any resolution of the board of directors of the Issuer, be prevented from paying interest on the Notes, and such interest shall not be due and payable, in any of the following situations: (A) if the Issuer fails to comply with the Own Funds Requirements Regulation, or to the extent that the payment of such interest would result for the Issuer in a failure to comply with the Own Funds Requirements Regulation; or (B) if, in the opinion of (i) the board of directors of the Issuer or (ii) the Bank of Portugal, or as determined by the Bank of Portugal, such payment would put at risk the compliance by the Issuer with the Own Funds Requirements Regulation taking into consideration the past and expected evolution of the financial situation of the Issuer. In the event that interest on the Notes may not - 2 -

15 become integrally due on an Interest Payment Date and, consequently, the respective payment may not be integrally effected on an Interest Payment Date due to any Limitation on Payment of Interest, such interest shall become due and the respective payment shall be effected to the extent permitted by the relevant Limitation on Payment of Interest. Any interest on the Notes which has not been paid on any Interest Payment Date due to a Limitation on Payment of Interest or in the absence of a decision of the board of directors of the Issuer shall neither be due or payable by the Issuer on any subsequent Interest Payment Date and therefore any interest paid on any Interest Payment Date shall solely have accrued and become payable in respect of the Interest Period immediately preceeding such Interest Payment Date. 10. Redemption/Payment Basis: Redemption (if any) at par. As better described in Condition 4(c)(iii) (pages 36 and 37 of the Base Prospectus), any amounts which would be payable as interest or principal under the Notes will be available to meet the losses of the Issuer, as determined by the board of directors of the Issuer. 11. Change of Interest or Redemption/Payment Basis: In the above circumstances, unpaid amounts of interest first and then principal will be cancelled and utilised to the extent that may be necessary to meet the losses of the Issuer and the nominal value of each Note may be reduced in the same proportion in which the share capital of the Issuer is reduced, to a minimum of 0.01 if the own capital of the Issuer becomes lower than its share capital. The cancelled or reduced amounts will, subject to prior approval by the Bank of Portugal, only be reinstated as subordinated credits of the corresponding holders in certain circumstances, such as the early redemption of the Notes at the option of the Issuer. As specified in paragraph 9 above

16 12. Put/Call Options: Issuer Call (further particulars specified below) 13. (i) Status of the Notes: Undated Dated Subordinated Notes with Conditional Interest. (ii) Date Board approval for issuance of Notes: 25 November Method of distribution: Non-syndicated PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE 15. Fixed Rate Note Provisions Applicable in respect of the Fixed Rate Period. (i) Rate of Interest: 6.25 per cent. per annum payable semi-annually in arrears. (ii) Interest Payment Date(s): 30 June 2010 and 30 December 2010, subject to the Following Business Day Convention and to any Limitation on Payment of Interest. (iii) Fixed Coupon Amount: EUR per Calculation Amount (iv) Broken Amount: (v) Day Count Fraction: 30/360 (vi) Other terms relating to the method of calculating interest for Fixed Rate Notes: 16. Floating Rate Note Provisions Applicable during the Floating Rate Period. (i) Specified Interest Payment Dates: 30 June and 30 December in each year commencing on 30 June 2011, subject to adjustment in accordance with the Business Day Convention as specified below and to any Limitation on Payment of Interest. (ii) Business Day Convention: Following Business Day Convention (iii) Additional Business Centre(s): (iv) Manner in which the Rate(s) of Interest is/are to be determined: Screen Rate Determination (v) Party responsible for calculating the Rate(s) of Interest and Interest - 4 -

17 Amount(s) (if not the Fiscal Agent): (vi) Screen Rate Determination: - Reference Rate: EURIBOR Interest Determination Date(s): The second TARGET Settlement Day prior to the first day in each Interest Period during the Floating Rate Period, the first Interest Determination Date being 28 December Relevant Screen Page: Reuters EURIBOR 01 - Relevant Time: am Brussels time Relevant Financial Centre: Euro-zone (where Euro-zone means the region comprised of the countries whose lawful currency is the euro). (vii) ISDA Determination: (viii) Margin(s): 5.00 per cent. per annum for the period from, and including, the Interest Payment Date falling on or nearest to 30 December 2010 to, but excluding, the date on which the Notes are redeemed in accordance with Conditions 10 or 13(B). (viii) Minimum Rate of Interest: (ix) Maximum Rate of Interest: (x) Day Count Fraction: Actual/360 (xi) Fall back provisions, rounding provisions, denominator and any other terms relating to the method of calculating interest on Floating Rate Notes, if different from those set out in the Conditions: 17. Zero Coupon Note Provisions 18. Index Linked Interest Note Provisions 19. Dual Currency Note Provisions - 5 -

18 PROVISIONS RELATING TO REDEMPTION 20. Call Option Applicable (i) Optional Redemption Date(s): Each Interest Payment Date from and including 30 December 2014, subject to prior authorisation by the Bank of Portugal and to any Limitation on Payment of Interest. (ii) Optional Redemption Amount(s) of each Note and method, if any, of calculation of such amount(s): EUR 1,000 per Calculation Amount, subject to Condition 4(c)(iii) as specified in paragraph 10 above. (iii) Partial Redemption: Applicable (a) Minimum Redemption Amount: (b) Maximum Redemption Amount: (iv) Notice period: Not less than 15 nor more than 30 days' prior notice to Noteholders. 21. Put Option 22. Final Redemption Amount of each Note EUR 1,000 per Calculation Amount, subject to Condition 4(c)(iii) as specified in paragraph 10 above. 23. Early Redemption Amount Early Redemption Amount(s) per Calculation Amount payable on redemption for taxation reasons or on event of default and/or the method of calculating the same (if required or if different from that set out in the Conditions): GENERAL PROVISIONS APPLICABLE TO THE NOTES 24. Form of Notes: Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for Definitive Notes in the limited circumstances specified in the Permanent Global Note 25. New Global Note Form: 26. Additional Financial Centre(s) or other special provisions relating to Payment Dates: Lisbon and London - 6 -

19 27. Talons for future Coupons or Receipts to be attached to Definitive Notes (and dates on which such Talons mature): 28. Details relating to Partly Paid Notes: amount of each payment comprising the Issue Price and date on which each payment is to be made and consequences (if any) of failure to pay, including any right of the Issuer to forfeit the Notes and interest due on late payment: 29. Details relating to Instalment Notes: amount of each instalment, date on which each payment is to be made: No 30. Consolidation provisions: The provisions in Condition 19 (Further Issues) apply 31. Other terms or special conditions: For the purposes of these Notes: DISTRIBUTION (A) (B) Own Funds Non-Qualification Event means any change in, or amendment to, any applicable law or regulation of the Republic of Portugal, or any political subdivision or any authority thereof or therein, or any change in the application or official interpretation of such laws or regulations (including a decision by a court of competent jurisdiction or a competent regulatory authority), as a result of which and for the purpose of the Own Funds Requirements Regulation, the board of directors of the Issuer decides, or the Bank of Portugal makes public or notifies the Issuer, that the qualification of the Notes as tier one capital (fundos próprios de base) ceases to be applicable ; and Sub-paragraphs (i) and (ii) of Condition 13(B) shall not apply. 32. (i) If syndicated, names and addresses and underwriting commitments of Managers: (ii) Date of Subscription Agreement 29 December 2009 (iii) Stabilising Manager (if any): - 7 -

20 33. If non-syndicated, name and address of Dealer: 34. TEFRA: The D Rules are applicable 35. Total commission and concession: 36. Additional selling restrictions: LISTING AND ADMISSION TO TRADING The Notes will not be admitted to trading. RESPONSIBILITY The Issuer accepts responsibility for the information contained in this Final Terms. Signed on behalf of the Issuer: By:... By:... Duly authorised Duly authorised - 8 -

21 1. LISTING AND ADMISSION TO TRADING (i) Listing: None PART B OTHER INFORMATION (ii) Admission to trading:. 2. RATINGS Ratings: The Notes to be issued are expected to be rated: Fitch: BBB- Moody' s: Baa3 (under review for possible downgrade) 3. NOTIFICATION The Commission de Surveillance du Secteur Financier has provided the Comissão do Mercado de Valores Mobiliários (CMVM) in Portugal with a certificate of approval attesting that the Prospectus has been drawn up in accordance with the Prospectus Directive. 4. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE Save as discussed in the Base Prospectus, so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer. 5. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES 6. YIELD (i) Reasons for the offer The net proceeds resulting from the issuance of the Notes shall be used for general commercial purposes. The net proceeds are expected to increase the tier I capital on an individual basis for Banif Internacional do Funchal, S.A., on a sub-consolidated basis for Banif SGPS, S.A. and on a consolidated basis for Rentipar Financeira, SGPS, S.A. (ii) Estimated net proceeds: EUR 10,000,000 (iii) Estimated total expenses: None Indication of yield: 6.25 in respect of the Fixed Rate Period. The yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield. 7. OPERATIONAL INFORMATION ISIN Code: XS Common Code:

22 New Global Note intended to be held in a manner which would allow Eurosystem eligibility: Any clearing system(s) other than Euroclear Bank S.A./N.V. and Clearstream Banking société anonyme and the relevant identification number(s): Delivery: Names and addresses of additional Paying Agent(s) (if any): Delivery free of payment 8. TERMS AND CONDITIONS OF THE OFFER Offer Price: Conditions to which the offer is subject: Description of the application process: Description of possibility to reduce subscriptions and manner for refunding excess amount paid by applicants: Details of the minimum and/or maximum amount of application: Details of the method and time limits for paying up and delivering the Notes: Manner in and date on which results of the offer are to be made public: Procedure for exercise of any right of pre-emption, negotiability of subscription rights and treatment of subscription rights not exercised: Categories of potential investors to which the Notes are offered and whether tranche(s) have been reserved for certain countries: Issue Price

23 Process for notification to applicants of the amount allotted and the indication whether dealing may begin before notification is made: Amount of any expenses and taxes specifically charged to the subscriber or purchaser: Name(s) and address(es), to the extent known to the Issuer, of the placers in the various countries where the offer takes place. None