Caixa Econômica Federal (incorporated under the laws of the Federative Republic of Brazil)

Transcription

1 Caixa Econômica Federal (incorporated under the laws of the Federative Republic of Brazil) U.S.$5,000,000,000 Global Medium-Term Note Program Under the global medium-term note program (the Program ) described in this offering memorandum (the Offering Memorandum ), Caixa Econômica Federal (the Issuer ), a government entity (empresa pública) incorporated under the laws of the Federative Republic of Brazil ( Brazil ), may from time to time issue medium-term notes denominated in U.S. dollars or in such other currencies as may be agreed with the Dealers (as defined below), subject to all legal and regulatory requirements. Such notes will be unsecured and unsubordinated obligations of the Issuer ranking equally in right of payment with its other present and future unsecured and unsubordinated indebtedness as described herein (the Notes ). The maximum nominal amount of all Notes from time to time outstanding issued under this Program will not exceed U.S.$5,000,000,000 (or the equivalent, calculated as described herein, in other currencies), subject to any duly authorized increase. All references herein to the Program should be read to take into account such increases. The Notes may be issued on a continuing basis by the Issuer directly or to one or more of the Dealers and will have maturities of seven days or more from the date of issue (except as set out in this Offering Memorandum), as set forth in the applicable supplement to this document (each, a Final Terms ). The Notes may bear interest on a fixed or floating rate basis, be issued on a fully discounted basis and not bear interest, or be indexed. Notes that are identical in all respects except for their issue date, interest commencement date or issue price, shall constitute a series (each, a Series ). Each Series of Notes will be all in registered form or all in bearer form. Each Series may be issued in one or more tranches (each a Tranche ) on different issue dates. Details applicable to each Tranche and Series will be specified in the relevant Final Terms. The Notes may be offered by the Issuer directly or through one or more of the Dealers listed below and any other Dealer appointed from time to time by the Issuer in respect of the Program or of a particular Series of Notes (each, a Dealer ) on a continuous basis or through syndicated placements. The applicable Final Terms will specify the Dealer or syndicate of Dealers through which the Notes of a particular Series will be offered. Notes may also be sold to a Dealer or Dealers as principal, at negotiated discounts or otherwise, and the Notes may be sold to or through syndicates of financial institutions for which one or more Dealers will act as lead manager. Investing in the Notes involves risk. See Risk Factors beginning on page 18 of this Offering Memorandum for a discussion of certain factors to be considered in connection with an investment in the Notes. Application has been made for this Offering Memorandum to be approved by the Luxembourg Stock Exchange and for the Notes issued under the Program to be admitted to the Official List of the Luxembourg Stock Exchange and to be admitted to trading on the Euro MTF Market of the Luxembourg Stock Exchange (the Euro MTF Market ). However, Notes may be issued pursuant to the Program which will not be listed on the Luxembourg Stock Exchange, but which may be listed on one or more other stock exchanges or may be unlisted, as specified in the applicable Final Terms. This Offering Memorandum should be read and construed together with any Final Terms, offering memorandum supplement and any documents incorporated by reference herein. References to this Offering Memorandum shall be taken to mean this document, any supplement thereto and all the documents from time to time incorporated herein and forming a part hereof. The Luxembourg Stock Exchange takes no responsibility for the contents of this Offering Memorandum, makes no representation as to its accuracy and completeness and expressly disclaim 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. THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT ), ANY OTHER FEDERAL LAWS, OR THE SECURITIES LAWS OF ANY STATE, AND THE NOTES MAY INCLUDE BEARER NOTES THAT ARE SUBJECT TO U.S. TAX LAW REQUIREMENTS. THE NOTES MAY ONLY BE OFFERED TO QUALIFIED INSTITUTIONAL BUYERS UNDER RULE 144A OF THE SECURITIES ACT AND TO PERSONS OUTSIDE OF THE UNITED STATES IN COMPLIANCE WITH REGULATION S OF THE SECURITIES ACT. SEE SUBSCRIPTION AND SALE AND TRANSFER RESTRICTIONS FOR ADDITIONAL INFORMATION ABOUT ELIGIBLE OFFEREES AND TRANSFER RESTRICTIONS. Arrangers and Dealers BofA Merrill Lynch Deutsche Bank Securities HSBC The date of this Offering Memorandum is October 30, 2012.

2 Unless otherwise indicated or the context otherwise requires: all references to the Issuer, we, our, us, CAIXA, CEF and the Bank are to Caixa Econômica Federal, an entity 100.0% controlled by the Brazilian Government, acting through the Brazilian National Treasury (Tesouro Nacional Brasileiro), and organized under the laws of Brazil, and its consolidated subsidiaries; all references to Brazilian Government refers to the federal government of Brazil; all references to Central Bank are to the Brazilian Central Bank (Banco Central do Brasil); all references to real, reais or R$ are to the Brazilian real, the official currency of Brazil; and all references to U.S. dollar, U.S. dollars or U.S.$ are to U.S. dollars, the official currency of the United States of America. We are responsible for the information contained in this Offering Memorandum. Neither we, the Dealers, nor The Bank of New York Mellon (the Trustee ) have authorized anyone to provide you with different or additional information from that contained in this Offering Memorandum, and we and the Dealers take no responsibility for any information that others may give you. The Notes are being offered, and offers to purchase the Notes are being sought, only in jurisdictions where offers and sales are permitted. The information contained in this Offering Memorandum is accurate only as of the date of this Offering Memorandum, regardless of the time of delivery of this Offering Memorandum or of any offer or sale of the Notes. The distribution of this Offering Memorandum and the offering of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Offering Memorandum comes are required by the Issuer, the Dealers and the Trustee to inform themselves about and to observe any such restrictions. For a description of certain restrictions on offers and sales of Notes and distribution of this Offering Memorandum, see Subscription and Sale. We confirm that, after having made all reasonable inquiries, this Offering Memorandum contains all information with regard to us and the Notes which is material to the offering and sale of the Notes, that the information contained in this Offering Memorandum is true and accurate in all material respects and is not misleading in any material respect and that there are no omissions of any other facts from this Offering Memorandum which, by their absence herefrom, make this Offering Memorandum misleading in any material respect. We accept responsibility accordingly. In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as Stabilizing Manager(s) (the Stabilizing Manager(s) ) (or persons acting on behalf of any Stabilizing Manager(s)) may over-allot Notes or effect transactions with a view to supporting the market price of the Notes at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilizing Manager(s) (or persons acting on behalf of the Stabilizing Manager(s)) will undertake stabilization action. Any stabilization action may begin on or after the date on which adequate public disclosure of the terms of the offer of the relevant Tranche of Notes is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the issue date of the relevant Tranche of Notes and 60 days after the date of the allotment of the relevant Tranche of Notes. You acknowledge that: you have been afforded an opportunity to request from us, and to review, all additional information considered by you to be necessary to verify the accuracy of, or to supplement, the information contained in this Offering Memorandum; you have not relied on the Dealers or their agents or any person affiliated with the Dealers or their agents in connection with your investigation of the accuracy of such information or your investment decision; and ii

3 no person has been authorized to give any information or to make any representation concerning us or the Notes other than those as set forth in this Offering Memorandum. If given or made, any such other information or representation should not be relied upon as having been authorized by us, the Dealers or their agents. In making an investment decision, you must rely on your own examination of our business and the terms of this offering, including the merits and risks involved. The Notes have not been recommended by any federal or state securities commission or regulatory authority. Furthermore, these authorities have not confirmed the accuracy or determined the adequacy of this Offering Memorandum. Any representation to the contrary is a criminal offense. This Offering Memorandum may only be used for the purpose for which it has been published. None of the Dealers or any of their agents are making any representation or warranty as to the accuracy or completeness of the information contained in this Offering Memorandum, and nothing contained in this Offering Memorandum is, or shall be relied upon as, a promise or representation, whether as to the past or the future. None of the Dealers or any of their agents assumes responsibility for the accuracy or completeness of the information contained in this Offering Memorandum. We and the Dealers reserve the right to reject any offer to purchase, in whole or in part, and for any reason, our Notes offered under the Program. We and the Dealers also reserve the right to sell or place less than all of the Notes offered under the Program. THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT, OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND THE NOTES MAY INCLUDE BEARER NOTES THAT ARE SUBJECT TO U.S. TAX LAW REQUIREMENTS. SUBJECT TO CERTAIN EXCEPTIONS, THE NOTES MAY NOT BE OFFERED OR SOLD OR, IN THE CASE OF BEARER NOTES, DELIVERED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT ( REGULATION S )). THIS OFFERING MEMORANDUM HAS BEEN PREPARED BY THE ISSUER FOR USE IN CONNECTION WITH THE OFFER AND SALE OF THE NOTES OUTSIDE THE UNITED STATES TO NON-U.S. PERSONS IN RELIANCE ON REGULATION S AND WITHIN THE UNITED STATES IN RELIANCE ON RULE 144A UNDER THE SECURITIES ACT ( RULE 144A ), TO PERSONS WHO ARE QUALIFIED INSTITUTIONAL BUYERS (AS DEFINED IN RULE 144A, OR QIBS ) AND FOR LISTING OF THE NOTES ON THE OFFICIAL LIST OF THE LUXEMBOURG STOCK EXCHANGE. PROSPECTIVE PURCHASERS ARE HEREBY NOTIFIED THAT SELLERS OF THE NOTES MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A. FOR A DESCRIPTION OF THESE AND CERTAIN FURTHER RESTRICTIONS ON OFFERS AND SALES OF THE NOTES AND DISTRIBUTION OF THIS OFFERING MEMORANDUM, SEE SUBSCRIPTION AND SALE AND TRANSFER RESTRICTIONS. NOTICE TO RESIDENTS OF BRAZIL THE NOTES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED WITH THE BRAZILIAN SECURITIES COMMISSION (COMISSÃO DE VALORES MOBILIÁRIOS, OR THE CVM ). ANY PUBLIC OFFERING OR DISTRIBUTION, AS DEFINED UNDER BRAZILIAN LAWS AND REGULATIONS, OF THE NOTES IN BRAZIL IS NOT LEGAL WITHOUT PRIOR REGISTRATION UNDER LAW NO. 6,385/76, AS AMENDED, AND INSTRUCTION NO. 400, ISSUED BY THE CVM ON DECEMBER 29, 2003, AS AMENDED. DOCUMENTS RELATING TO THE OFFERING OF THE NOTES, AS WELL AS INFORMATION CONTAINED THEREIN, MAY NOT BE SUPPLIED TO THE PUBLIC IN BRAZIL (AS THE OFFERING OF THE NOTES IS NOT A PUBLIC OFFERING OF SECURITIES IN BRAZIL), NOR BE USED IN CONNECTION WITH ANY OFFER FOR SUBSCRIPTION OR SALE OF THE NOTES TO THE PUBLIC IN BRAZIL. THE DEALERS HAVE AGREED NOT TO OFFER OR SELL THE NOTES IN BRAZIL, EXCEPT IN CIRCUMSTANCES iii

4 WHICH DO NOT CONSTITUTE A PUBLIC OFFERING OR DISTRIBUTION OF SECURITIES UNDER APPLICABLE BRAZILIAN LAWS AND REGULATIONS. NOTICE TO NEW HAMPSHIRE RESIDENTS NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTE ( RSA ) WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE IMPLIES THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE OF THE STATE OF NEW HAMPSHIRE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH. iv

5 TABLE OF CONTENTS ENFORCEABILITY OF JUDGMENTS IN BRAZIL...vi FORWARD-LOOKING STATEMENTS... viii PRESENTATION OF FINANCIAL AND OTHER INFORMATION...ix SUMMARY...1 THE OFFERING...10 SUMMARY FINANCIAL AND OPERATING INFORMATION...15 RISK FACTORS...18 USE OF PROCEEDS...33 CAPITALIZATION...34 EXCHANGE RATES...35 SELECTED FINANCIAL AND OPERATING INFORMATION...36 RECENT DEVELOPMENTS...41 MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS...42 SELECTED STATISTICAL AND FINANCIAL INFORMATION...82 INDUSTRY OVERVIEW...95 REGULATORY OVERVIEW BUSINESS SHAREHOLDING MANAGEMENT RELATED PARTY TRANSACTIONS TERMS AND CONDITIONS OF THE NOTES BOOK ENTRY; DELIVERY AND FORM TAXATION CERTAIN ERISA AND OTHER CONSIDERATIONS SUBSCRIPTION AND SALE TRANSFER RESTRICTIONS INDEPENDENT AUDITORS LEGAL MATTERS GENERAL INFORMATION ANNEX A DESCRIPTION OF CERTAIN DIFFERENCES BETWEEN BRAZILIAN GAAP AND IFRS... A-1 ANNEX B FORM OF FINAL TERMS...B-1 INDEX TO FINANCIAL STATEMENTS... F-1 Page v

6 ENFORCEABILITY OF JUDGMENTS IN BRAZIL We are incorporated under the laws of Brazil. All of our board members, fiscal council members and executive officers reside in Brazil. Substantially all of our assets as well as those of all of our board members, fiscal council members and executive officers are located outside the United States. As a result, it may not be possible for you to effect service of process upon us or such other persons within the United States or other jurisdictions outside Brazil or to enforce against us or these other persons judgments obtained in the United States or other jurisdictions outside Brazil. Because judgments of U.S. courts for civil liabilities based upon the U.S. federal securities laws (as the case may be) may only be enforced in Brazil if certain conditions are met, you may face greater difficulties in protecting your interests in the case of actions by us, our board of directors or executive officers (as the case may be) than would investors in a U.S. corporation. In addition, awards of punitive damages in actions brought in the United States or elsewhere may be unenforceable in Brazil. Under the terms and conditions of the Notes, we will (1) agree that the courts of the State of New York and the federal courts of the United States, in each case sitting in the Borough of Manhattan, The City of New York, will have jurisdiction to hear and determine any suit, action or proceeding, and to settle any disputes, which may arise out of or in connection with the Notes and (2) name an agent for service of process in the Borough of Manhattan, The City of New York. See Terms and Conditions of the Notes. We have been advised by Machado, Meyer, Sendacz e Opice Advogados, our Brazilian counsel, that final and conclusive civil judgments for the payment of money rendered by any court of New York state or federal court sitting in New York City in respect of the Notes will be subject to the requirements described below in order for such decision to be enforced in Brazil (to the extent that Brazilian courts may have jurisdiction). A judgment against us or the persons described above obtained outside Brazil would be enforceable in Brazil without reconsideration of the merits, upon confirmation of that judgment by the Brazilian Superior Court of Justice (Superior Tribunal de Justiça, or STJ ). Such confirmation would occur if the foreign judgment: complies with all formalities required for its enforceability under the laws of the jurisdiction where the foreign judgment has been granted; is issued by a competent court after due service of process on the parties or sufficient evidence of the parties absence has been given as required under applicable law, provided that such service must comply with Brazilian law; is final and not subject to appeal; is authenticated by a Brazilian consular office with jurisdiction over the location where the foreign judgment is issued; is accompanied by a sworn translation into Portuguese; and is not contrary to Brazilian national sovereignty, public policy or public morality. There can be no certainty that the confirmation will be obtained, that the process described above will be conducted in a timely manner or that Brazilian courts will enforce a monetary judgment for violation of the United States securities laws with respect to the Notes offered under this Offering Memorandum or the Program. Our Brazilian counsel has further advised us that original actions predicated on the securities laws of countries other than Brazil may be brought in Brazilian courts and that, subject to applicable law, Brazilian courts may enforce civil liabilities in such actions against us, our directors, executive officers and advisors named in this Offering Memorandum (provided that provisions in such countries such as the U.S. do not contravene Brazilian public policy, public morality or national sovereignty and further provided that Brazilian courts can assert jurisdiction over the particular action). Pursuant to Article 835 of the Brazilian Code of Civil Procedure (Código de Processo Civil), a plaintiff (whether Brazilian or non-brazilian) who resides outside or leaves Brazil during the course of litigation in Brazil must provide a bond to guarantee court costs and legal fees if the plaintiff owns no property in Brazil that may vi

7 ensure such payment. This bond must be sufficient to satisfy the payment of court fees and defendant s attorneys fees, as determined by the Brazilian court usually ranging between 10.0% to 20.0% of the amount subject to enforcement. This requirement does not apply to enforcement of foreign judgments which have been duly confirmed by the STJ, nor to the exceptions set forth in certain limited circumstances (enforcement of extrajudicial instruments (which does not include the Notes) that may be enforced in Brazil without the review of their merits (títulos executivos extrajudiciais) and counterclaims (reconvenções)) under Article 836 of the Brazilian Code of Civil Procedure (Código de Processo Civil). Investors may also have difficulties enforcing actions originating in courts in jurisdictions outside the United States for liabilities under U.S. securities laws. vii

8 FORWARD-LOOKING STATEMENTS This Offering Memorandum contains statements that constitute forward looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the U.S. Securities Exchange Act of 1934, as amended (the Exchange Act ). These statements appear in a number of places in this Offering Memorandum, principally in Risk Factors, Management s Discussion and Analysis of Financial Condition and Results of Operations and Business, and include statements regarding our intent, belief or current expectations, or those of our officers, with respect to, among other things, our financing plans, trends affecting our financial condition or results of operations, the impact of competition and our future plans and strategies. These statements reflect our views with respect to such matters, and are subject to risks, uncertainties and assumptions, including, among other things: general economic, political and business conditions, both in Brazil and abroad; management s expectations and estimates concerning our future financial performance, financing plans and programs, and the effects of competition; our level of capitalization and debt; anticipated trends and competition in the Brazilian banking and financial services industries; the market value of Brazilian Government securities; interest rate fluctuations, inflation and the value of the real in relation to the U.S. dollar; existing and future governmental regulation and tax matters; changes in Brazilian Government policies, social directives and programs, including lending and investment programs; increases in defaults by borrowers and other loan delinquencies and increases in the provision for loan losses; customer loss, revenue loss and deposit attrition; our ability to sustain or improve performance; the implementation of our business strategies and capital expenditure plans; adverse legal or regulatory disputes or proceedings; credit and other risks of lending and investment activities; and other risk factors as set forth under Risk Factors. The words believe, may, will, estimate, continue, anticipate, intend, expect, plan, target, project, forecast, guideline, should, and similar words are intended to identify forward looking statements but are not the exclusive means of identifying such statements. We do not undertake any obligation to update publicly or revise any forward looking statements because of new information, future events or other factors. In light of these risks and uncertainties, the forward looking events and circumstances discussed in this Offering Memorandum might not occur. Our actual results could differ substantially from those anticipated in such forward looking statements. viii

9 Financial Information PRESENTATION OF FINANCIAL AND OTHER INFORMATION We maintain our books and records in reais. Our operations are based primarily in Brazil and our individual and consolidated financial statements are prepared in accordance with accounting practices adopted in Brazil applicable to institutions authorized to operate by the Central Bank ( Brazilian GAAP ). Brazilian GAAP is based on Brazilian Law No. 6,404/76, as amended (the Brazilian Corporate Law ), established by the recently created accounting pronouncements committee (Comitê de Pronunciamentos Contábeis, or CPC ), by the federal accounting council (Conselho Federal de Contabilidade, or CFC ) and interpretative guidance issued by the Brazilian professional body of independent auditors (Instituto dos Auditores Independentes do Brasil, or IBRACON ). In the case of companies subject to regulation by the Central Bank, such as us, the effectiveness of accounting pronouncements issued by accounting standard setters, such as the CPC, depends on approval of the pronouncement by the National Monetary Council (Conselho Monetário Nacional, or CMN ) or the Central Bank which also establishes the effective date of the pronouncements. The following financial statements have been audited by PricewaterhouseCoopers Auditores Independentes ( PricewaterhouseCoopers ) and are included elsewhere in this Offering Memorandum: our audited consolidated financial statements as of and for the years ended December 31, 2009, 2010 and 2011, prepared in accordance with Brazilian GAAP; and our audited consolidated financial statements as of and for the six months ended June 30, 2011 and 2012, prepared in accordance with Brazilian GAAP. Our financial statements contained in this Offering Memorandum may differ from those that would be prepared under generally accepted accounting practices in the United States ( U.S. GAAP ) or international financial reporting standards ( IFRS ). We have made no attempt to identify or quantify the impact of those differences. No reconciliation to U.S. GAAP or IFRS for any of the financial statements presented in this Offering Memorandum has been prepared for the purpose of this Offering Memorandum or for any other purpose. There can be no assurance that reconciliations would not identify material quantitative differences as well as disclosure and presentation differences between the financial statements included in this Offering Memorandum, as prepared in accordance Brazilian GAAP, and the financial statements if prepared under U.S. GAAP or IFRS. See Annex A Description of Certain Differences Between Brazilian GAAP and IFRS and Risk Factors Risks Relating to Brazil There are significant differences among Brazilian GAAP, IFRS and U.S. GAAP. Potential investors should also consult their own professional advisors for an understanding of the differences between Brazilian GAAP and IFRS and how those differences might affect the financial information herein. In making an investment decision, investors must rely upon their own examination of our business, the terms of the Notes and the financial information included in this Offering Memorandum. Market Information The information contained in this Offering Memorandum relating to Brazil and the Brazilian economy is based on information published by the Central Bank, other public entities and independent sources, including the National Association of Capital Markets Participants (Associação Brasileira das Entidades dos Mercados Financeiro e de Capitais, or ANBIMA ), the Brazilian Federation of Banks (Federação Brasileira de Bancos, or FEBRABAN ), the Brazilian Geography and Statistics Institute (Instituto Brasileiro de Geografía e Estatística, or IBGE ), the Getulio Vargas Foundation (Fundação Getúlio Vargas, or FGV ), the Brazilian Association of Leasing Companies (Associação Brasileira de Empresas de Leasing, or ABEL ), the National Economic and Social Development Bank (Banco Nacional de Desenvolvimento Econômico e Social, or BNDES ) and the São Paulo Stock Exchange (BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e Futuros, or BM&FBOVESPA ), among others. Although we do not have any reason to believe any of this information is inaccurate in any material respect, we have not independently verified any such information, and neither we, nor any of the Dealers takes any responsibility for the correct reproduction of this information or makes any representation as to the accuracy of such data. ix

10 Exchange Rates and Rounding Solely for the convenience of the reader, we have converted certain amounts contained in this Offering Memorandum from reais into U.S. dollars. Except as otherwise expressly indicated, the rate we used to convert these amounts was R$2.02 to U.S.$1.00 (subject to rounding adjustments), which was the selling exchange rate in effect as of June 30, 2012 as reported by the Central Bank. The U.S. dollar equivalent information presented in this Offering Memorandum is provided solely for the convenience of investors and should not be construed as implying that the amounts presented in reais represent, or could have been or could be converted into, U.S. dollars at such rates or at any other rate. In addition, certain percentages and other amounts included in this Offering Memorandum have been rounded off to facilitate their presentation. Accordingly, figures shown as totals in certain tables may not be an arithmetical aggregation of the figures that precede them. Other Information In this Offering Memorandum, references to the terms below regarding Brazilian income brackets have the following meanings, in accordance with FGV s classification system as of March 6, 2012: Class A and High Income refer to households whose total income is over R$9,745 per month; Class B and Middle-to-High Income refer to households whose total income is between R$7,475 and R$9,745 per month; Class C and Middle Income refer to households whose total income is between R$1,734 and R$7,475 per month; Class D and Low-to-Middle Income refer to households whose total income is between R$1,085 and R$1,734 per month; and Class E and Low Income refer to households whose total income is below R$1,085 per month. x

11 SUMMARY This summary contains selected information about us and our activities. It does not contain all of the information that an investor should consider before making a decision to invest in the Notes. For further information on our business and this offering, you should read this entire Offering Memorandum carefully, including our financial statements and the related notes included elsewhere in this Offering Memorandum, and the sections Presentation of Financial and Other Information, Summary Financial and Operating Information, Risk Factors, Selected Financial and Operating Information, Selected Statistical and Financial Information, Management s Discussion and Analysis of Financial Condition and Results of Operations and Business. Overview We are the largest fully government-owned bank in Latin America in terms of assets, according to The Banker Magazine, and one of the few banks in Brazil with a truly national presence, with locations in all 5,565 Brazilian municipalities. We are Brazil s largest mortgage and savings bank, with market shares of 72.6% and 36.1% in these segments, respectively. We are the fourth-largest commercial bank in Brazil in terms of assets and the third-largest in terms of deposits, according to the most recent data published by the Central Bank. Through our nationwide distribution network, we operate more than 2,400 full branches and are present in approximately 25,000 additional third-party sales outlets. We are controlled by the Brazilian Government, acting through the Brazilian National Treasury (Tesouro Nacional Brasileiro), with the mission of promoting citizenship and sustainable development throughout the country. Therefore, in addition to acting as a commercial bank, we operate as financial agent for important government policies related to housing, basic sanitation, infrastructure and development in Brazil. For the year ended December 31, 2011 and the six months ended June 30, 2012, we had net income of R$5.2 billion and R$2.8 billion, respectively, and as of December 31, 2011 and June 30, 2012, we had total assets of R$510.2 billion and R$596.3 billion, respectively. None of our activities, including the issuance of our debt obligations, are guaranteed by the Brazilian Government. We offer a diverse line of products and services designed to address the needs of our client base, which consists of retail customers and corporate clients, including small and micro enterprises ( SMEs ), mid-sized companies, large companies and public sector entities. We have a strong position in all Brazilian banking segments and offer a range of banking and insurance products and benefits through our traditional branch network, internet banking, ATMs and mobile banking platforms, including our riverboat and truck-based branches. The Brazilian Government has traditionally provided us with stable low-cost funding opportunities as part of its investment strategy, totalling approximately R$19.6 billion in capital increases between 2009 and the date of this Offering Memorandum. This funding supplements the resources provided by our widely-distributed base of deposit customers, our main funding source. Our relationship with the Brazilian Government also gives us a strong institutional backing, projecting stability to our customers, helping to make us a leader in savings deposits in Brazil in 2011 (first in number of clients and second in deposit volume) with a 36.1% market share, according to the Central Bank. In addition, our close ties to Brazilian federal, state and municipal government entities provide us with the necessary knowledge and expertise in products and services specifically tailored to meet those entities needs. Our strong institutional image facilitated our stable performance during the financial crisis of 2008, when we saw a flight to quality movement that resulted in a substantial increase of our deposit base. We believe this demonstrated the Brazilian population s trust in us as a safe haven for their finances, especially their savings. We have been able to maintain a sizable market share in savings deposits, which accounted for 57.9% of our total deposits as of December 31, In 2012, we began a new program designed to increase our loan portfolio, particularly loans to individuals and SMEs under the motto CAIXA, Best Credit ( CAIXA, Melhor Crédito ). We believe that under this program we offer clients the lowest interest rates in the Brazilian market and that these actions will facilitate our clients access to credit and help us grow our client base, an asset from which we expect sustainable profits in the long-term. We also expect our expanded client base to increase our cross-selling opportunities for our banking and insurance products without compromising the sound quality of our credit portfolio, given our conservative credit controls. 1

12 Our credit portfolio has grown from R$126,576 million as of December 31, 2009 to R$302,658 million in June However, our credit criteria have remained unchanged and our delinquency rates for loans in arrears for 90 days or more have remained stable around 3.0%, well below the Brazilian market average. In order to support our strong credit growth experienced in our mortgage loan portfolio since 2008, we have been complementing our traditional deposit and Government funding sources by increasing our role as a transfer agent for the Severance Indemnity Fund for Employees (Fundo de Garantia do Tempo de Serviço, or FGTS ). FGTS is a government mandated worker severance fund to which all private or public employers are required to contribute and which funds housing, sanitation, infrastructure and urban development projects. We also sought to reduce the relative weight of our treasury operations in order to increase our commercial activities as a financial intermediary. We are one of the largest transfer agents for FGTS and engage, like other government banks, in managing the assets and resources of various subsidized funds and social and infrastructure programs. We also manage the collection of proceeds from the Brazilian National Lottery (Loteria Nacional). As a financial agent of the Brazilian National Treasury, we provide the Brazilian Government services related to tax collection, financial administration, receipt of funds on behalf of the Brazilian National Treasury and onlendings to various government entities. Through these programs, we provide services to a significant portion of the Brazilian population, allowing us to cross sell our other banking services. In recent years, the fees from these activities have represented between 40-60% of our total revenues from services. In addition, we act as a fiscal agent to the Brazilian Government in connection with real estate loans, basic sanitation, urban infrastructure, government funds and programs, tax collection, benefits and refund payments, as well as social services provided by the Brazilian Government to Brazilian citizens. Given our important role in Brazil s economic development and our mutually-supportive relationship with the Brazilian Government, we work closely on several key government programs, such as: Growth Acceleration Program (Programa de Aceleração do Crescimento, or PAC ), through which we provide funding for investments across several sectors, especially energy, infrastructure and housing projects; My Home, My Life Program (Programa Minha Casa, Minha Vida), a program to finance the construction of homes for low income families in Brazil; and Family Allowance Program (Bolsa Família), a low-income family assistance grant. The table below shows several of our consolidated financial and operating data for the periods indicated: As of and for the six months ended June 30, As of and for the year ended December 31, (in R$ millions, except percentages) Total assets , , , , ,213.6 Total deposits , , , , ,829.0 Stockholders equity... 18, , , , ,561.4 Basel II index (%) (1) Net income... 2, , , , ,182.5 Return on average equity (ROE) (2) (%) Return on average assets (ROA) (3) (%) Efficiency ratio (4) (%) Total loan delinquency rate (%) (1) Does not include recent capitalizations (since June 30, 2012) by the Brazilian Government of R$1.5 billion and R$13.0 billion. See Recent Developments. (2) Return on average equity is calculated as net income earned during the accounting period divided by average equity and is annualized with respect to information for the six months ended June 30, 2011 and (3) Return on average assets is calculated as net income earned during the accounting period divided by average assets and is annualized with respect to information for the six months ended June 30, 2011 and (4) Efficiency ratio is calculated by dividing revenues from services and banking fees by personnel expenses plus other administrative expenses. 2

13 Our Competitive Strengths We believe our principal competitive strengths are: Solid and strategic relationship with the federal, state and municipal governments throughout Brazil We have an excellent relationship not only at the federal level with the Brazilian Government, our sole shareholder, but also at the state and municipal levels as we provide a wide array of services to the public sector, such as tax administration, finance, cash management, payments, pay-roll and pension management. We believe this provides a competitive advantage, as it allows us access to both the active and retired public-sector employees, opening room to consistently expand our payroll deduction lending portfolio, which has historically had lower than average delinquency ratios. As of June 30, 2012, payroll deduction loans represented 62.7% of our total loans to individuals (9.7% of our total loan portfolio). In addition, our broad branch network, alternative service channels, such as our riverboat and truck-based agencies, and widespread ATM network reinforce our presence in all the Brazilian municipalities, providing us with significant access to a wide cross section of the Brazilian population. Stable and diverse sources of funding and long standing Brazilian Government backing Our vast distribution network together with our extensive retail customer base results in a diversified and stable deposit base (the source of approximately 56.3% of our total sources of funds as of June 30, 2012). We count on a large savings deposit base (36.1% market share) and have solidified our leadership in this funding source. The strong support we receive from the Brazilian Government also allows us to access a stable low-cost funding base. Our main sources of government funding include the Worker s Support Fund (Fundo de Amparo ao Trabalhador, or FAT ), FGTS, as well as an inexpensive, stable and long-term judicial deposit base (R$29.0 billion in December 2011). We also rely on hybrid capital and debt instruments, which stem from credit facilities the Brazilian Government has granted us periodically. We believe our diverse sources of funding help protect us from negative changes in terms of access to funding and provide us with a more stable funding platform for our business to grow. For years, the Brazilian Government has consistently provided a significant portion of our capital funding. On August 29, 2012, for example, it approved an increase of our capital of up to R$1.5 billion (U.S.$732.0 million), by contributing to us a quantity of outstanding equity securities of Petróleo Brasileiro S.A. Petrobras, for which we received an increase in capital on August 30, 2012 equal to the market value (as of August 29, 2012) of such securities. Furthermore, pursuant to Provisional Measure No. 581, of September 20, 2012, the Brazilian Government agreed to make contributions to our capital in the aggregate amount of R$13.0 billion, by means of two hybrid capital and debt instrument contracts (Instrumento Híbrido de Capital e Dívida IHCD), in the amounts of R$6.2 billion and R$6.8 billion, respectively. Hybrid capital and debt instruments are governed by CMN Resolution No. 3,444, as amended. According to such regulation, hybrid capital and debt instruments (1) cannot provide for a maturity date for the payment of principal amounts in connection thereunder, (2) are subordinated in payment to other claims against the debtor and (3) cannot provide for any type of guarantee. Furthermore, payments of interest in connection with hybrid capital and debt instruments will be postponed whenever (1) the debtor is in breach of regulatory operational limits, (2) such payment of interest results in a breach of regulatory operational limits by the debtor, or (3) annual dividends are not being duly paid by the debtor. On October 17, the Central Bank authorized us to classify the amounts subject to these hybrid capital and debt instruments as our Tier I and Tier II capital, in accordance with the limits set forth in the relevant Brazilian rules and regulations. See Recent Developments and Management s Discussion and Analysis of Financial Condition and Results of Operations Contractual Obligations Hybrid capital and debt instruments eligible for capital. In recent periods, we have seen an increase in other forms of government funding. For example, we are party to several subordinated debt instruments pursuant to which we receive funds from FGTS. In June 2012, following the approval by the board of trustees (conselho curador) of FGTS and by our managing council, we obtained a new subordinated loan with funds from FGTS in the amount of R$3.0 billion for housing finance transactions. The loan will be repaid in 145 monthly installments beginning in July 2020 and will bear interest at an annual rate of 5.082%. 3

14 With the strong growth of our credit portfolio in recent years, we have begun issuing new funding instruments as a part of our strategy to reinforce liquidity, including local credit notes (letras financeiras) and mortgage linked notes (letras de crédito imobiliário and certificados de recebíveis imobiliários), which comprised 4.9% of our total sources of funds as of December 31, 2011 as compared to 3.4% as of December 31, 2010, and 6.0% as of June 30, By exploring these growing markets, we are investing in diversifying the structure of our sources of funds in positive ways in order to sustain our strong business growth. Unparalleled real estate market expertise We have achieved what we believe is a leading position among banks in the Brazilian real estate loan sector, a growing industry (in 2011, the mortgage loan-to-gross domestic product ( GDP ) ratio was only 6.4% as compared to 4.7% in 2010 and 5.5% in 2009) and one of our most important and well-known activities. We are the largest operator within the Brazilian National Housing System (Sistema Financeiro de Habitação, or SFH ), and as of June 30, 2012, our total real estate financing portfolio had increased 37.1% to R$177.2 billion as compared to June 30, In 2011, we engaged in R$80.1 billion worth of real estate transactions. Within the My Home, My Life Program, we engaged in R$35.3 billion worth of financing. Despite this strong increase in our mortgage portfolio, we maintained low delinquency levels (1.78% as of June 2012 compared to 1.69% as of December 31, 2011 and 1.72% as of June 30, 2011) due to our rigorous credit process. Mortgages play a strategic role in our relationship with our clients, allowing us to further explore cross-selling opportunities. Our mortgage portfolio also reports a high level of collateral secured by the financed real estate itself. Brazilian law establishes more efficient recovery processes for real estate than other types of collateral in the case of default. In addition, the recently-announced lower interest rates will restrict profitability on SFH loan portfolios as a whole. As a result, we expect to benefit vis-à-vis other Brazilian banks given our large mortgage loan portfolio, since a portion of our existing loans have interest rate levels fixed at previously-set, higher rates. Lowest delinquency rate in the Brazilian market for strategic credit products We believe we achieve significantly lower delinquency levels than the market average as a result of our diversified product mix. For example, we maintain high loan-to-value ratios for our real estate financings (70.0%), most of which are secured (94.0% of them are backed by a mortgage). We also offer payroll deduction loans (crédito consignado) to current and retired employees of public and private companies and to pensioners of the National Institute of Social Security, Pensioners and Retirees (Instituto Nacional do Seguro Social, or INSS ), which are repaid by deducting directly from the employee s paycheck or INSS benefit recipient s benefit check. As a result, we are exposed to the credit risk of the government entity or private company employing our borrowers as opposed to the borrowers themselves. We believe this reduces our credit risk and allows us to grant loans at lower rates than those charged for other consumer finance products offered by Brazilian retail banks. As of June 30, 2012, payroll deduction loans represented 56.0% of our retail loan portfolio (9.0% of our total loan portfolio). More recently, we have significantly expanded our lending to retail and SME clients, and given our long-standing experience in these sectors, we have not suffered increases in delinquency rates in these segments. Key participant in infrastructure and environmental development financing We are one of the main agents for the Brazilian Government s public policies, and we therefore have a key role in helping finance infrastructure and environmental projects in Brazil. We have extensive experience in financing, basic sanitation, housing and urban development projects that significantly contribute to reducing poverty, improving living conditions and enabling the sustainable use of natural resources in Brazil. In this regard, we strive to extend financing primarily to businesses that are both socially and environmentally responsible. A significant number of Brazilian municipalities still remain underserved to basic resources, such as water supply, sewage systems and waste collection. We believe we are an important partner for the federal, state and local governments in the development of several initiatives to encourage planning, management, urban and infrastructure development. We believe our experience and close relations with the federal, state and municipal governments of Brazil will allow us to continue to grow our infrastructure lending and develop new products and initiatives to assist low income communities. In addition, we believe the increasing number of large corporate projects in connection with Brazilian Government programs, such as PAC and infrastructure projects in preparation for the 2014 Soccer World Cup (to be held in several major cities in Brazil) and the 2016 Olympic Games (to be held in Rio de Janeiro), will 4

15 require additional long-term financing, providing us the opportunity to reinforce our leadership position in Brazil and sustain our growth in the coming years. In 2011, we approved R$16.9 billion in financing for infrastructure and environmental development projects in Brazil. During the first six months of 2012, we approved R$21.2 billion in financing for these types of projects. Long standing market presence and strong brand recognition throughout all regions of Brazil Our substantial growth and presence in all Brazilian municipalities allowed our loan portfolio to expand significantly between 2009 and We believe we are well positioned to continue expanding our loan portfolio, given our experience in commercial lending, housing and infrastructure lending, and our deep knowledge of the unique characteristics of each region of Brazil and the special needs of borrowers located in small towns and cities. In addition, the CAIXA brand is widely recognized throughout Brazil. This recognition, combined with our strong presence throughout the country, makes us well-positioned vis-à-vis other Brazilian financial institutions whose presence tends to be regionally concentrated. Our extensive network of branches and offices also gives us access to a client base inaccessible to other banks. Our presence is supported by our exclusive mandate to directly operate the Brazilian National Lottery, which has over 11,800 outlet locations throughout Brazil that not only sell lottery tickets but also offer extended hours (in relation to traditional Brazilian bank branches), payment services, account balance information, deposit and withdrawal services, among others. We believe that our wide geographical presence not only increases our opportunities to offer our services to a wide range of customers, but it also diversifies our loan portfolio and offers us increased security as a result. Major provider of core banking services to hard-to-reach populations, including Brazilian Classes C, D and E Our extensive distribution network enables us to reach underprivileged communities that would otherwise not have access to banking services. We have creative, alternative, service channels, such as mobile units that deliver basic banking, lending and lottery services to hard-to-reach clients doorsteps via riverboat and truck-based branches. We also have no minimum balance for our checking accounts, whereas most Brazilian financial institutions require their customers to maintain a certain minimum amount. As a result, we appeal to Classes C, D and E, who often cannot meet these minimum limits. These advantages not only reflect our mandate to prioritize financial inclusion in Brazil, but they also ensure our access to a broad and diversified customer base of individuals and corporations, especially SMEs. Additionally, through our housing loan business, we have an unusually extensive long-term customer base. This and our Class C, D and E customer base offer us broad cross-selling opportunities, as customers who know us (in the case of our housing customers) and those with no alternate banking options (in the case of our customers without access to other banking services) are likely to purchase several of our products and services. These opportunities also provide us with a competitive advantage by positioning us to take advantage of Brazil s economic growth and increased demand for credit, which we seek to control through conservative credit policies. The specific products and services we attempt to cross-sell to our customers include deposit-taking, retail banking, credit cards, insurance, private pension plans and other credit lines. Our Strategies We are implementing the following strategies to generate growth and enhance our profitability: Expand our loan portfolio while preserving credit quality, especially for infrastructure, housing and real estate projects Our main focuses are financing housing, real estate, infrastructure and other public interest investments in Brazil. There is currently a large deficit of infrastructure investment in the country, which we plan to take advantage of by expanding our loan portfolio in this sector. To accomplish this, we seek to promote and develop financing schemes that facilitate investment primarily in infrastructure projects throughout Brazil, including projects relating to basic sanitation, water, petrochemicals and generation and distribution of electric power. These investments are aimed mainly at reducing regional imbalances and removing structural obstacles in order to achieve a balanced growth of income and employment in the Brazilian economy. 5