Banco Espírito Santo, S.A. (incorporated with limited liability in Portugal)

Transcription

1 SUPPLEMENT dated 5 May 2011 TO THE BASE PROSPECTUS dated 9 November 2007 and amended on 29 November 2007, on 17 July 2008, on 12 August 2009, 30 October 2009, 5 July 2010 and 2 February Banco Espírito Santo, S.A. (incorporated with limited liability in Portugal) 10,000,000,000 Covered Bonds Programme This is the seventh Supplement (the Supplement ) to the Base Prospectus dated 9 November 2007 and supplemented on 29 November 2007, on 17 July 2008, on 12 August 2009, 30 October 2009, 5 July 2010 and 2 February 2011 (the Base Prospectus ), for the purposes of Articles 238 and 142 of the Portuguese Securities Code prepared in connection with the Covered Bonds Programme (the Programme ) established by Banco Espírito Santo, S.A. (the Issuer, fully identified in the Base Prospectus). Terms defined in the Base Prospectus have the same meaning when used in this Supplement. Each of the Issuer, the members of the Board of Directors (which includes an Audit Committee) of the Issuer and the Statutory Auditor of the Issuer (see Management and Statutory Auditor of the Issuer) hereby declare that, to the best of its knowledge (having taken all reasonable care to ensure that such is the case), the information contained in this Supplement is in accordance with the facts and contains no omissions likely to affect its importance. This Supplement should be read in conjunction with the Base Prospectus and with the supplements to the Base Prospectus dated 29 November 2007, 17 July 2008, 12 August 2009, 30 October 2009, 5 July 2010 and 2 February To the extent that there is any inconsistency between any statement in, or incorporated by reference into, this Supplement and any other statement in, or incorporated by reference into, the Base Prospectus, the statements in, or incorporated by reference into this Supplement will prevail. Save as disclosed in this Supplement, no other significant new factor, material mistake or inaccuracy relating to information included in, or incorporated by reference into, the Base Prospectus or the first, the second, the third, the fourth, the fifth and the sixth supplements to the Base Prospectus has arisen or been noted, as the case may be, since the publication of the Base Prospectus and of the supplements to the Base Prospectus dated 29 November 2007, 17 July 2008, 12 August 2009, 30 October 2009, 5 July 2010 and on 2 February 2011.

2 I. AMENDMENTS TO THE BASE PROSPECTUS: 1. Summary of the Covered Bonds Programme In the section SUMMARY OF THE COVERED BONDS PROGRAMME starting on page 9 of the Consolidated Base Prospectus annexed to the 6 th Supplement to the Base Prospectus dated 2 February 2011, the part under the heading Ratings shall be amended and replaced by the following wording: RATING: Since April 2011, Covered Bonds issued under the Programme are expected on issue to be rated A2 by Moody s. The rating of Covered Bonds will not necessarily be the same as the rating applicable to the Issuer. A credit rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning rating organisation. 2. Risk Factors In the section RISK FACTORS starting on page 17 of the Consolidated Base Prospectus annexed to the 7th Supplement to the Base Prospectus dated 2 February 2011, the headings Economic Environment and Regulation shall be amended as follows: Economic Environment Heading Economic Environment shall be amended by the insertion of new four paragraphs between the current first and last paragraphs, with the following wording: ( ) In what respects to the Portuguese market environment, the Portuguese Government has recently decided to seek for help from the EU rescue fund, which will most probably result in an agreement on a financial assistance program between Portugal and the European Union (European Financial Stabilisation Fund) and the International Monetary Fund (IMF). The context which triggered the above referred need of financial assistance by Portugal is, to a certain extent, similar to that of both Ireland and Greece in 2010, as the Portuguese structural imbalances - namely the high budget deficit, the high private and public debt, the lack of competitiveness of the Portuguese economy and its respective reputation problems - affected the country s ability to refinance its debt or at least resulted in a deterioration of the refinancing conditions, including costs, the sustainability of the public debt dynamics being now questioned. Any external support will certainly attach strict conditions, namely on the conduct of domestic economic policy, with implications on the evolution of economic activity, being reasonable to estimate a negative impact on the banking and the financial system in general. The external intervention may involve a reorganization of Portuguese banks at risk of erosion of their deposit base, which may negatively impact the financing needs of banks, although this intervention may simultaneously provide conditions to ensure the banks with a regular funding 2

3 during the external financial assistance period. However, the funding requirements originally anticipated (and that should be complied with by the time the financial assistance program is finally agreed with the Portuguese Government) may not be enough. The external assistance also implies additional risks that relate with the possibility of banks being required to comply with certain levels of regulatory capital ratios and eventually with a need for recapitalization. In addition, there may be the difficulties in resume the market s financing when the market assistance program has finished. In March 2011 Standard & Poor s downgraded the rating of the Republic of Portugal to BBB- ; in April 2011 Moody s downgraded the rating of the Republic of Portugal to Baa1 ; and in April 2011 Fitch downgraded the rating of the Republic of Portugal to BBB-. In the future the rating of the Republic of Portugal may be again downgraded in the event of a more drastic deterioration in public finances resulting from poorer performance in economic activity or from measures proposed by the Government being perceived as insufficient. Accordingly, an adverse impact on the Republic of Portugal may result in negative effects on Portuguese banks and companies in general and hence on their financial results. ( )Heading Regulation shall be amended by the replacement of the current wording of the two fisrt sentences of the thirs paragraph, by the following wording: Portuguese banks are required to maintain a solvency ratio of at least 8.0 % (eight per cent). The solvency ratio is defined as Tier I capital plus Tier II capital divided by risk-weighted assets. At 31 March 2011, the solvency ratio 1 of the BES Group was 11.4% (eleven point three per cent) (with tier 1 ratio and core tier 1 ratio standing at respectively 8.8 per cent and 7.9 per cent 2 ). 3. Documents Incorporated by Reference On 31 March 2011, the Issuer's general shareholder's meeting approved its audited consolidated financial statements in respect of the financial year ended 31 December On 2 May 2011, the Issuer disclosed a presentation on its activity s results (unaudited figures) in respect of the first quarter of As a result of the above, the DOCUMENTS INCORPORATED BY REFERENCE section of the Base Prospectus shall be amended removing items (f), (g) and (h) and adding new paragraphs (f) and (g) with the following wording: (f) (g) the audited consolidated financial statements of the Issuer in respect of the financial year ended 31 December 2010, together with the auditors reports prepared in connection therewith (available at and at a presentation the activity s results (unaudited figures) of the Issuer in respect of the first quarter of 2011 (available at and at 1 IRB Foundation Method 2 Non audited figures. 3

4 4. Description of the Issuer The tables setting out the members of the Board for the four-year mandate and the List of Corporate Positions of the Members of the Board of Directors, included in point 5. (Management and Statutory Auditor) of the section DESCRIPTION OF THE ISSUER, starting on page 102 of the Consolidated Base Prospectus annexed to the 6 th Supplement to the Base Prospectus dated 2 February 2011, will be replaced as follows: Alberto Alves de Oliveira Pinto Ricardo Espírito Santo Silva Salgado Holds no positions in other companies A. Corporate positions held in companies of BES Group Board of Directors Banco Espírito Santo de Investimento, S.A. (Chairman) BES África, SGPS, S.A. (Chairman) BES Finance, Ltd. (Member) BEST Banco Electrónico de Serviço Total, S.A. (Chairman) ES Tech Ventures - Sociedade Gestora de Participações Sociais, S.A. (Chairman) ESAF Espírito Santo Activos Financeiros - Sociedade Gestora de Participações Sociais, S.A. (Chairman) Espírito Santo Bank (Member) Espírito Santo Empresa de Prestação de Serviços 2, ACE (Chairman) Espírito Santo Ventures, Sociedade de Capital de Risco, S.A. (Chairman) B. Corporate positions held in companies outside BES Group Board of Directors Banco Bradesco, S.A. (Member) Banque Espírito Santo et de la Vénétie (Member) Banque Privée Espírito Santo, S.A. (Member) Bespar Sociedade Gestora de Participações Sociais, S.A. (Chairman) Casa dos Pórticos Sociedade de Administração de Bens, S.A. (Chairman) ES Bankers (Dubai) Limited (Chairman) Espírito Santo Control, S.A. (Member) E.S. Holding Administração e Participações, S.A. (Vice-Chairman) Espírito Santo Financial (Portugal) - Sociedade Gestora de Participações 4

5 Sociais, S.A. (Chairman) Espírito Santo Financial Group, S.A. (Chairman) Espírito Santo International, S.A. (Member) Espírito Santo Resources Limited (Member) Espírito Santo Saúde - Sociedade Gestora de Participações Sociais, S.A. (Chairman) Espírito Santo Services, S.A (Member) Partran - Sociedade Gestora de Participações Sociais, S.A. (Chairman) Sociedade de Administração de Bens Pedra da Nau, S.A. (Chairman) NYSE Euronext (member of the Board of Directors and of the Human Resources & Compensation Committee) Bruno Bernard Marie Joseph de Laage de Meux José Manuel Pinheiro Espírito Santo Silva Corporate positions held in companies outside BES Group Board of Directors Bespar Sociedade Gestora de Participações Sociais, S.A. (Member) BFORBANK (Member) Cariparma e Piacenza S.P.A. (Member) Cedicam (Member) Crédit Agricole Creditor Insurance (Member) Crédit Agricole Egypt, S.A.E. (Vice Chairman) Crédit du Maroc (Member of the Supervisory Council) Emporiki Bank (Member) Fireca (Member) LCL Le Crédit Lyonnais (Member) UBAF (Member) Uni Editions (Chairman) Vegepolys (pôle du végétal spécialisé d Angers) (Chairman) Other positions Crédit Agricole, S.A. (Member of the Executive Committee, Member of the General Management Committee, Deputy Chief Executive Officer in charge of Crédit Agricole Regional Banks, LCL, International Retail and Commercial Banking, Payment Systems and Specialised Financial Services: Consumer Credit, Leasing and Factoring) A. Corporate positions held in companies of BES Group Board of Directors Banco Espírito Santo de Investimento, S.A. (Member) BES África, SGPS, S.A. (Member) ESAF Espírito Santo Activos Financeiros, Sociedade Gestora de Participações Sociais, S.A. (Member) Espírito Santo Bank (Member) B. Corporate positions held in companies outside BES Group Board of Directors 5

6 Bespar Sociedade Gestora de Participações Sociais, S.A. (Member) Banque Espírito Santo et de la Vénétie, S.A. (Member) Banque Privée Espírito Santo, S.A. (Chairman) Espírito Santo Control, S.A. (Member) Espírito Santo Financial (Portugal) - Sociedade Gestora de Participações Sociais, S.A. (Vice-Chairman) Espírito Santo Financial Group, S.A. (Vice-Chairman) Espírito Santo International, S.A. (Member) Espírito Santo Resources Limited (Member) Espírito Santo Services, S.A (Member) Europ Assistance Companhia Portuguesa Seguros Assistência, S.A. (Member) Fiduprivate Sociedade de Serviços, Consultoria, Administração de Empresas, S.A. (Chairman) António José Baptista do Souto A. Corporate positions held in companies of BES Group Board of Directors BES África, SGPS, S.A. (Member) B. Corporate positions held in companies outside BES Group Board of Directors Angra Moura Sociedade de Administração de Bens, S.A. (Chairman) Companhia de Seguros Tranquilidade, SA (Member) SIBS Sociedade Interbancária de Serviços, S.A. (Member) Jorge Alberto Carvalho Martins Corporate positions held in companies outside BES Group Fiscal Board Agência de Desenvolvimento Regional de Entre-o-Douro e Tâmega (Chairman) Board of Directors Locarent Companhia Portuguesa de Aluguer de Viaturas, S.A. (Member) Higher Council Primus, Promoção e Desenvolvimento Regional, S.A. (Member) Aníbal da Costa Reis de Oliveira Corporate positions held in companies outside BES Group Board of Directors ACRO, Sociedade Gestora de Participações Sociais, S.A. (Chairman) Diliva Sociedade de Investimentos Imobiliários, S.A. (Chairman) Espírito Santo Financial Group, S.A. (Member) Espírito Santo Financial (Portugal), Sociedade Gestora de Participações Sociais, S.A. (Member) Espírito Santo International, S.A. (Member) Olinveste, Sociedade Gestora de Participações Sociais, Lda. (Member) Saramagos Sociedade Produtora de Energia, S.A. (Chairman) Olinerg Sociedade Gestora de Participações Sociais, S.A. (Chairman) Manuel Fernando Moniz Galvão A. Corporate positions held in companies of BES Group 6

7 Espírito Santo Silva Board of Directors Espírito Santo Bank (Member) B. Corporate positions held in companies outside BES Group Board of Directors Higher Council of Espírito Santo Group (Member) Academia de Música de Santa Cecília (Non Executive Chairman) Bespar Sociedade Gestora de Participações Sociais, S.A. (Member) Rio Forte Investments, SA (Chairman) Espírito Santo Control, S.A. (Member) Espírito Santo Financial Group, S.A. (Member) Espírito Santo Industrial S.A. (Chairman) Espírito Santo International, S.A. (Member) Espírito Santo Resources, Limited (Chairman of the Executive Committee) Espírito Santo Resources (Portugal), S.A. (Member) Espírito Santo Services, S.A (Member) Espírito Santo Tourism (Europe), S.A. (Chairman) Euroamerican Finance Corporation, Inc. (Chairman) Herdade da Comporta Actividades Agro Silvícolas e Turísticas, S.A. (Chairman) Santogal Sociedade Gestora de Participações Sociais, S.A. (Member) Sociedade de Investimentos Imobiliários Sodim, S.A. (Member) Sapec, S.A. (Member) Board of General Meeting Espart Espírito Santo Participações Financeiras, Sociedade Gestora de Participações Sociais, S.A. (Chairman) Sociedade Imobiliária e Turística da Quinta do Peru, S.A. (Chairman) José Maria Espírito Santo Silva Ricciardi A. Corporate positions held in companies of BES Group Board of Directors Banco Espírito Santo de Investimento, S.A. (Vice-Chairman and Chairman of the Executive Committee) BES África, SGPS, S.A. (Member) BES Investimento do Brasil, S.A. (Chairman) Board of General Meeting ESAF Espírito Santo Gestão de Patrimónios, S.A (Vice-Chairman) B. Corporate positions held in companies outside BES Group Board of Directors Espírito Santo Financial Group S.A. (Member) General and Supervisory Board EDP Energias de Portugal, S.A (Member) Board of General Meeting Espart Espírito Santo Participações Financeiras Sociedade Gestora de Participações Sociais, S.A. (Vice-Chairman) 7

8 Fiscal Board Sporting Clube de Portugal (Vice-Chairman) Sporting Sociedade Anónima Desportiva, SAD (Member) Jean-Luc Louis Marie Guinoiseau A. Corporate positions held in companies of BES Group Board of Directors Espírito Santo Informática, ACE (Chairman) ES Recuperação de Crédito, ACE (Chairman) Rui Manuel Duarte Sousa da Silveira A. Corporate positions held in companies of BES Group Board of General Meeting AVISTAR S.G.P.S., S.A. (Chairman) Banco Espírito Santo dos Açores, S.A. (Chairman) BES África, SGPS, S.A. (Chairman) BEST Banco Electrónico de Serviço Total, S.A. (Chairman) ESAF Espírito Santo Fundos de Investimento Imobiliário, S.A. (Chairman) ESAF Espírito Santo Fundos de Investimento Mobiliário, S.A. (Chairman) ESAF Espírito Santo Fundos de Pensões, S.A. (Chairman) ESAF Espírito Santo Participações Internacionais, Sociedade Gestora de Participações Sociais, S.A. (Chairman) Capital Mais Assessoria Financeira, S.A. (Chairman) ES Tech Ventures SGPS, S.A. (Chairman) ESAF Espírito Santo Activos Financeiros, Sociedade Gestora de Participações Sociais, S.A. (Chairman) ESAF Espírito Santo Gestão de Patrimónios, S.A (Chairman) Espirito Santo Ventures Sociedade de Capital de Risco, S.A (Chairman) B. Corporate positions held in companies outside BES Group Board of Directors Cimigest SGPS, S.A. (Member) Sociedade de Administração de Bens, Casa de Bons Ares, S.A. (Member) Sociedade de Silvicultura Monte do Arneirinho, Lda. (Member) Fiscal Board Companhia de Seguros Tranquilidade, S.A. (Member) Board of General Meeting BES, Companhia de Seguros, S.A. (Chairman) Bespar Sociedade Gestora de Participações Sociais, S.A. (Chairman) Casa dos Pórticos Sociedade de Administração de Bens, S.A. (Secretary) ESEGUR Empresa de Segurança, S.A. (Vice-Chairman) Espírito Santo Equipamentos de Segurança, S.A. (Chairman) Esumédica Prestação de Serviços Médicos, S.A. (Chairman) Europ Assistance Companhia Portuguesa de Seguros de Assistência, S.A. (Vice-Chairman) Espírito Santo Saúde Sociedade Gestora de Participações Sociais, S.A. (Chairman) TC Turismo Capital, SCR, SA. (Chairman) 8

9 TF Turismo Fundos SGFII, S.A. (Chairman) Oblog Consulting, S.A. (Chairman) Partran Sociedade Gestora de Participações Sociais, S.A. (Chairman) T-Vida Companhia de Seguros, S.A. (Chairman) Joaquim Aníbal Brito Freixial de Goes A. Corporate positions held in companies of BES Group Board of Directors Espírito Santo Ventures - Sociedade de Capital de Risco, S.A. (Member) B. Corporate positions held in companies outside BES Group Board of Directors BES Companhia de Seguros, S.A (Member) Glintt Global Intelligent Technologies, SGPS, S.A. (Member) Portugal Telecom, Sociedade Gestora de Participações Sociais, S.A. (Member) Fiscal Board Centro Social e Paroquial de Nossa Senhora da Ajuda (Chairman) Fundação da Universidade Católica Portuguesa (Chairman) Pedro José de Sousa Fernandes Homem A. Corporate positions held in companies of BES Group Board of Directors AVISTAR SGPS, S.A. (Member) Banco Espírito Santo do Oriente, S.A. (Member) BES África, SGPS, S.A. (Member) ESAF Espírito Santo Activos Financeiros, Sociedade Gestora de Participações Sociais, S.A. (Member) Espírito Santo Bank (USA) (Member) B. Corporate positions held in companies outside BES Group Board of Directors Spinnaker Global Opportunity Fund Ltd. (Member) Other positions Advita Associação para o Desenvolvimento de Novas Iniciativas para a Vida (Substitute Director) Luís António Burnay Pinto de Carvalho Daun e Lorena Corporate positions held in companies outside BES Group Board of Directors Campeque Compra e Venda de Propriedades, Lda. (Member) Other positions BES Seguros, Companhia de Seguros, S.A. (Chairman of Remuneration Committee) BES Vida, Companhia de Seguros, S.A. (Chairman of Remuneration Committee) Ricardo Abecassis Espírito Santo Silva A. Corporate positions held in companies of BES Group Board of Directors AVISTAR S.G.P.S., S.A. (Member) Banco Espírito Santo de Angola, SARL (Chairman) Banco Espírito Santo de Investimento, S.A. (Vice-Chairman) BES Finance Limited (Member) 9

10 BES Investimento do Brasil, S.A. (Member) Espírito Santo Investimentos, S.A. (Brazil) (Chairman) Espírito Santo Bank (USA) (Vice-Chairman) Executive Committee BES Investimento do Brasil, S.A. (Chairman) Espírito Santo Investimentos, S.A (Brazil) (Chairman) GESPAR S/C Ltda. (Brazil) (Member) Fiscal Board Banco Espírito Santo do Oriente, S.A. (Chairman) B. Corporate positions held in companies outside BES Group Board of Directors Agriways, S.A. (Brazil) (Vice-Chairman) Bradespar, S.A. (Brazil) (Member) Câmara Portuguesa de Comércio no Brasil (Member) Europ Assistance (Brazil) (Member) Espírito Santo Control, S.A. (Member) Espírito Santo Industrial (Member) Espírito Santo International, S.A (Member) Espírito Santo Property (Brazil), S.A., (Member) Espírito Santo Resources Limited (Member) Euroamerican Finance Corporation, Inc. (BVI) (Member) Novagest Assets Management Ltd. (Member) Companhia Brasileira de Desenvolvimento Imobiliário Turístico Invest Tur Brasil (Member) (Note: on the company changed its name to BHG Brazil Hospitality Group) Monteiro Aranha, S.A. (Brazil) (Member) Pojuca, S.A. (Brazil) (Chairman) Ushuaia Gestão e Trading International Limited (Member) Executive Committee Associação Espírito Santo Cultura (Brazil) (Member) Companhia Agrícola Botucatu (Chairman) E.S. Holding Administração e Participações, S.A. (Brazil) (Chairman) ESAI Espírito Santo Activos Imobiliários Ltda. (Brazil) (Member) ESAP Brasil Agro-Pecuária Ltda. (Member) ESAP Espírito Santo Agro-Pecuária, S.A. (Uruguay) (Member) ESCAE Administração e Participações Ltda. (Brazil) (Member) ES Consultoria, Ltda. (Brazil) (Member) InterAtlântico S.A. (Brazil) (Chairman) Pojuca Administração, S.A. (Brazil) (Chairman) Saramagos, S.A. Empreendimentos e Participações (Brazil) (Member) Fiscal Board 10

11 Banco Bradesco, S.A. (Member) Advisory Board Associação Brasileira de Bancos Internacionais, S.A (Member) José Manuel Ruivo da Pena Corporate positions held in companies outside BES Group Fiscal Board BES, Companhia de Seguros, S.A. (Chairman) BES Vida, Companhia de Seguros, S.A. (Chairman) Companhia de Seguros Tranquilidade, S.A. (Chairman) Partran Sociedade Gestora de Participações Sociais, S.A. (Chairman) Amílcar Carlos Ferreira de Morais Pires A. Corporate positions held in companies of BES Group Board of Directors AVISTAR S.G.P.S., S.A. (Chairman) Bank Espírito Santo International Limited (Chairman) Banco Espírito Santo de Investimento, S.A. (Member) Banco Espírito Santo do Oriente, S.A. (Member) BES África, SGPS, S.A. (Member) BES Finance Limited (Member) ESAF Espírito Santo Activos Financeiros Sociedade Gestora de Participações Sociais, S.A. (Member) BIC International Bank, Limited (Chairman) Espírito Santo PLC (Member) Espírito Santo Empresa de Prestação de Serviços, 2, ACE (Member) ES Tech Ventures Sociedade Gestora de Participações Sociais, S.A. (Member) B. Corporate positions held in companies outside BES Group Board of Directors BES Vida, Companhia de Seguros, S.A (Member) Portugal Telecom, SGPS, S.A. (Member) Nuno Maria Monteiro Godinho de Matos João Eduardo Moura da Silva Freixa Marc Olivier Tristan Oppenheim Holds no positions in other companies Corporate positions held in companies of BES Group Board of Directors Banco Espírito Santo dos Açores, S.A. (Vice-Chairman) Corporate positions held in companies outside BES Group Board of Directors BSF Banque Saudi Fransi (Member) Crédit Agricole Egypt, S.A.E. (Member) Cariparma e Piacenza S.P.A. (Member) Crédit du Maroc (Member of the Supervisory Board) Emporiki Bank (Member) Europay France (Member) LCL Actions Monde (Member) Other positions Crédit Agricole, S.A. (Member of the Executive Committee & Head of 11

12 International Retail and Commercial Banking) Michel Joseph Paul Goutorbe 3 A. Corporate positions held in companies of BES Group Board of Directors ESAF Espírito Santo Activos Financeiros Sociedade Gestora de Participações Sociais, S.A. (Member) Espírito Santo Ventures, Sociedade de Capital de Risco, S.A. (Member) ES Tech Ventures Sociedade Gestora de Participações Sociais, S.A. (Member) B. Corporate positions held in companies outside BES Group Board of Directors BES Vida, Companhia de Seguros, S.A (Member and Chairman of the Executive Committee) BES, Companhia de Seguros, S.A. (Member and Chairman of the Executive Committee) Bespar Sociedade Gestora de Participações Sociais, S.A. (Member) Portuguese-French Chamber of Commerce (Member) Pedro Mosqueira do Amaral A. Corporate positions held in companies of BES Group Board of Directors BES Beteiligungs GmbH (Member) Bank Espírito Santo International Limited (Member) B. Corporate positions held in companies outside BES Group Board of Directors Banque Espírito Santo et de la Vénétie (Member) Isabel Maria Osório de Antas Mégre de Sousa Coutinho Corporate positions held in companies outside BES Group Associação Novo Futuro (IPSS) (Chairman of the Board of Directors) Instituto de Negociação e Vendas (Member of the Advisory Board) João de Faria Rodrigues Corporate positions held in companies outside BES Group Fiscal Board Partran Sociedade Gestora de Participações Sociais, S.A. (Member) T-Vida Companhia de Seguros, S.A. (Member) Seguros LOGO, S.A. (Member) José de Albuquerque Epifânio da Franca António Bornia Corporate positions held in companies outside BES Group Board of Directors Auxineon Pte Ltd. (Singapore) (Member) Corporate positions held in companies outside BES Group Management Body Board of Directors Banco Bradesco S.A. (Vice-Chairman) Banco Bradesco Europa S.A. (Vice-Chairman) BBD Participações S.A. (Vice-Chairman) Bradesco Leasing S.A. Arrendamento Mercantil (Vice-Chairman) Bradesco Securities, Inc. (Chairman) 3 On 3 May 2011 the Issuer has announced that (i) Mr. Michel Joseph Paul Goutorbe renounced his position as a non executive Board Member for which he was appointed in July 2007, and (ii) the Issuer Board of Directors decided to co-opt Mr. Vincent Clause Paul Pacaud to fill the vacant position of Mr. Goutorbe until the end of the current mandate. 12

13 Bradesco Securities UK Limited (Chairman) Bradespar S.A. (Vice-Chairman) Cidade de Deus Companhia Comercial de Participações (Vice-Chairman) Fundação Instituto de Moléstias do Aparelho Digestivo e da Nutrição (Vice- Chairman) Deliberating Board ABEL Associação Brasileira das Empresas de Leasing (Chairman) Caixa Beneficente dos Funcionários do Bradesco (Vice-Chairman) Executive Committee BBD Participações S.A. (Director, Vice-Chairman) Cidade de Deus Companhia Comercial de Participações (Director, Vice- Chairman) Fundação Bradesco (Director, Vice-Chairman) Fundação Instituto de Moléstias do Aparelho Digestivo e da Nutrição (Director, Vice-Chairman) NCF Participações S.A. (Director, Vice-Chairman) Nova Cidade de Deus Participações S.A. (Director, Vice-Chairman) Top Clube Bradesco, Segurança, Educação e Assistência Social (Director, Vice-Chairman) Directorship Bradport S.G.P.S. Sociedade Unipessoal, Lda (Director) Board of the General Meeting Fundação Bradesco (Vice Chairman) Other positions Banco Bradesco S.A. (Member of the Remuneration Committee) Michel Jacques Mathieu Corporate positions held in companies outside BES Group Board of Directors Cariparma (Member) LCL (Member) Lesica (Chairman) Other positions Crédit Agricole, S.A. (Member of the Executive Committee) Crédit Agricole, S.A. (Deputy Chief Executive Officer responsible for Finance, Human Resources, Legal Affairs and Compliance, Information Systems, Strategy and Economic Research(FCG) and for Insurance, Asset Management, Real Estate and Private Equity (CAPE)) Silca (Member of the Supervision Committee) Sofilaro ((Member of the Supervision Committee) Commission Mixte Cadres Dirigeants FNCA (Member) 13

14 Executive Board Member Date of birth Nationality Independent Committee Alberto de Oliveira Pinto Portuguese No Yes Ricardo Salgado Portuguese Yes No Executive Bruno de Laage de Meux (1) French No No José Manuel Espírito Santo Portuguese Yes No Executive António Souto Portuguese Yes No Executive Jorge Martins Portuguese Yes No Executive Reason for not independent Board Member or contract with shareholder Crédit Agricole, S.A. Aníbal Oliveira Portuguese No No Board Member of Espírito Santo Financial (Portugal) - SGPS, S.A. Manuel Fernando Espírito Santo Portuguese No No Board Member of Espírito Santo Financial (Portugal) - SGPS, S.A. José Maria Ricciardi Portuguese Yes No Executive Jean-Luc Guinoiseau French Yes No Executive Rui Silveira Portuguese Yes No Executive Joaquim Goes Portuguese Yes No Executive Pedro Homem Portuguese Yes No Executive Luís Daun e Lorena Portuguese No Yes Ricardo Espírito Santo Silva Portuguese No No José Pena Portuguese No Yes Amílcar Morais Pires Portuguese Yes No Executive Nuno Godinho de Matos Portuguese No Yes Board Member of Espírito Santo Financial (Portugal) - SGPS, S.A. João Freixa Portuguese Yes No Executive Board Member or contract with Michel Goutorbe French No No shareholder Crédit Agricole, S.A. Pedro Amaral Portuguese No No Contract with BES Isabel de Sousa Coutinho Portuguese No Yes João de Faria Rodrigues Portuguese No Yes José Epifânio da Franca Portuguese No Yes (2) Board Member or contract with Michel Jacques Mathieu French No No shareholder Crédit Agricole, S.A. (3) Board Member or contract with Antonio Bornia Brazilian No No shareholder Banco Bradesco, S.A. (4) Board Member or contract with Marc Olivier Tristan French No No shareholder Crédit Agricole, S.A. (1) co-opted by BES Board of Directors on May 10, 2010 in substitution of Jean-Fréderic Marie Jacques de Leusse (2) co-opted by BES Board of Directors on 25 February, 2011 in substitution of Jean-Yves Hocher (3) co-opted by BES Board of Directors in substitution of Luiz Cappi (4) co-opted by BES Board of Directors on July 30, 2010 in substitution of Bernard Octave Mary Point 10. (Recent Developments) of the section DESCRIPTION OF THE ISSUER, starting on page 122 of the Consolidated Base Prospectus annexed to the 6 th Supplement to the Base Prospectus dated 2 February 2011 will be amended by adding the following paragraph: On 28 April 2011, BES announced that pursuant to an agreement between Banco Espírito Santo, S.A., funds managed by ESAF Sociedade Gestora de Fundos de Investimento Mobiliários, S.A. and Cidade de Deus Companhia Comercial de Participações ( Cidade de Deus ), BES agreed with Cidade de Deus to sell circa 78 million ordinary shares representing 4.1% of the voting capital of Banco Bradesco, S.A. for an approximate amount of 2 billion Brazilian Reais, the transaction representing for BES a positive impact of circa 60 bp in Tier I and circa 30 bp in Core Tier I. 14

15 ANNEX I CONSOLIDATED AND UPDATED BASE PROSPECTUS INCLUDING THE BASE PROSPECTUS dated 9 November 2007 AND THE SUPPLEMENTS TO THE BASE PROSPECTUS dated 29 November 2007, 17 July 2008, 12 August 2009, 30 October 2009, 5 July 2010, 2 February 2011 and [5] May 2011 Should there be any inconsistency between the Base Prospectus dated 9 November 2007 with its Supplements dated 29 November 2007, 17 July 2008, 12 August 2009, 30 October 2009, 5 July 2010, 2 February 2011 and [5]May 2011 and this Consolidated Base Prospectus, the Base Prospectus and its Supplements shall prevail. The consolidation of the Base Prospectus is the sole responsibility of the Issuer. BANCO ESPÍRITO SANTO, S.A. (incorporated with limited liability in Portugal) 10,000,000,000 COVERED BONDS PROGRAMME Banco Espírito Santo, S.A. (the Issuer or BES ) is an authorised credit institution for the purposes of Decree-law 59/2006, of 20 March 2006 (as amended, the Covered Bonds Law ). The Covered Bonds (as defined below) will constitute mortgage covered bonds for the purposes, and with the benefit, of the Covered Bonds Law. Under this 10,000,000,000 Covered Bonds Programme (the Programme ), which is valid for a 10 (ten) year period as from the date of the Executive Committee Resolution dated 28 June 2010, the Issuer may from time to time issue mortgage covered bonds (the Covered Bonds ) denominated in any currency agreed between the Issuer and the relevant Dealer (as defined below). Covered Bonds may be issued in bearer or registered form (respectively, Bearer Covered Bonds and Registered Covered Bonds ) and be represented in book-entry form or temporary or permanent global form. The maximum aggregate nominal amount of all Covered Bonds from time to time outstanding under the Programme will not exceed 10,000,000,000 (or its equivalent in other currencies calculated as described herein), subject to increase as described herein. Covered Bonds may be issued on a continuing basis to one or more of the Dealers specified under Summary of the Covered Bonds Programme and any additional Dealer appointed under the Programme from time to time by the Issuer (each a Dealer and together, the Dealers ), which appointment may be for a specific issue or on an ongoing basis. References in this Base Prospectus to the relevant Dealer shall, in the case of an issue of Covered Bonds being (or intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to purchase such Covered Bonds. See Risk Factors for a discussion of certain risk factors to be considered in connection with an investment in the Covered Bonds. This document comprises a base prospectus for the purposes of Article 5.4 of Directive 2003/71/EC (the Prospectus Directive ), of article 26 of the Commission Regulation (EC) No. 809/2004 (the Prospectus Regulation ) and of the relevant Portuguese laws for giving information with regard to the issue of Covered Bonds of the Issuer under the Programme until no more of the Covered Bonds concerned are issued in a continuous or repeated manner, pursuant to article no of Decree-law 486/99, of 13 November 1999 (as amended from time to time, the Portuguese Securities Code ). Application has been made to the Comissão do Mercado de Valores Mobiliários (the CMVM ), as Portuguese competent authority under the Prospectus Directive, the Prospectus Regulation and the Portuguese Securities Code for Covered Bonds issued under the Programme to be admitted on the regulated market Eurolist by Euronext

16 Lisbon, the official quotation market ( Mercado de Cotações Oficiais ) in Portugal ( Eurolist by Euronext Lisbon ) or any other regulated market for the purposes of Directive 2004/39/EC of the European Parliament and of the Council of 21 April 2004 on markets in financial instruments. References in this Base Prospectus to Covered Bonds being "listed" (and all related references) shall mean that such Covered Bonds have been admitted to trading on Eurolist by Euronext Lisbon or other regulated market. The Programme provides that Covered Bonds may be listed or admitted to trading, as the case may be, on such other stock exchange(s) or markets (including regulated markets) as may be agreed between the Issuer and the relevant Dealer. The Issuer may also issue unlisted Covered Bonds and/or Covered Bonds not admitted to trading on any market. CONSOLIDATED AND UPDATED BASE PROSPECTUS INCLUDING THE BASE PROSPECTUS dated 9 November 2007 AND THE SUPPLEMENTS TO THE BASE PROSPECTUS dated 29 November 2007, 17 July 2008, 12 August 2009, 30 October 2009, 5 July 2010, 2 February 2011 and [5] May Arranger Deutsche Bank AG, London Branch Co-Arranger Espírito Santo Investment BayernLB CALYON Crédit Agricole CIB Credit Suisse Dresdner Kleinwort Espírito Santo Investment HSBC Landesbank Baden-Württemberg Merrill Lynch International Natixis Société Générale Corporate and Investment Banking UniCredit (HVB) Dealers Barclays Capital BNP Paribas Citi Deutsche Bank DZ BANK AG Goldman Sachs International JPMorgan Morgan Stanley Nomura International The Royal Bank of Scotland UBS Investment Bank The date of this Base Prospectus is 9 November

17 RESPONSIBILITY STATEMENTS In respect of the Issuer, this Base Prospectus comprises a base prospectus for the purposes of article 5.4 of the Prospectus Directive for the purpose of giving information with regard to the Issuer which, according to the nature of the Issuer and the Covered Bonds, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profit and losses and prospects of the Issuer, as well as of the features and characteristics of the Covered Bonds. This Base Prospectus is not a prospectus of section 12a)2) or any other provision of the US Securities Act. The format and contents of this Base Prospectus comply with the relevant provisions of the Prospectus Directive and all laws and regulations applicable thereto. For the purposes of articles 149, 150 and 243 of the Portuguese Securities Code, the entities and persons referred to below accept responsibility for the information contained in this Base Prospectus, subject to the qualifications below. Each of such entities and persons hereby declare that, to the best of their knowledge (having taken all reasonable care to ensure that such is the case), the information contained in this Base Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. Each of the Issuer, the members of the Board of Directors (which includes an Audit Committee) of the Issuer and the Statutory Auditor of the Issuer (see Management and Statutory Auditor of the Issuer) hereby declare that, to the best of its knowledge (having taken all reasonable care to ensure that such is the case), the information contained in this Base Prospectus is in accordance with the facts and contains no omissions likely to affect its import. KPMG & Associados SROC, S.A., registered with the CMVM with number 9093, with registered office at Edifício Monumental, Av. Praia da Vitória 71 A, 11º, Lisbon (the Auditor ), hereby declares that it has audited and expressed an opinion on the financial statements of the Issuer for the financial years ended 31 December 2005 and 31 December It also declares that the consolidated and non-consolidated financial statements for such financial years give a true and fair view of the financial position of the Issuer as at 31 December 2005 and 31 December 2006 and of the results of the Issuer s operations and cash flows for the years then ended (see General Information). This Base Prospectus is to be read in conjunction with all documents which are deemed to be incorporated herein by reference (see Documents Incorporated by Reference). This Base Prospectus shall be read and construed on the basis that such documents are so incorporated and form part of this Base Prospectus. No person is or has been authorised by the Issuer to give any information or to make any representation not contained in, or not consistent with, this Base Prospectus or any other information supplied in connection with the Programme or the Covered Bonds and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer, the Arrangers (as defined in Definitions), the Common Representative (as defined under General Description of the Programme) or any of the Dealers. Neither the delivery of this Base Prospectus nor the offering, sale or delivery of any Covered Bonds shall in any circumstances imply that the information contained herein concerning the Issuer is correct at any time subsequent to the date hereof or the date upon which this Base Prospectus has been most recently supplemented or that any other information supplied in connection with the Programme is correct as of any time subsequent to the date indicated in the document containing such information. The Arrangers, the Common Representative and the Dealers expressly do not undertake to review the financial condition or affairs of the Issuer during the life of the Programme or to advise any 3

18 investor in the Covered Bonds of any information coming to their attention. Investors should review, amongst other things, the most recent financial statements, if any, of the Issuer when deciding whether or not to purchase any Covered Bonds. This Base Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Covered Bonds in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. The distribution of this Base Prospectus and the offer or sale of Covered Bonds may be restricted by law in certain jurisdictions. The Issuer, the Arrangers and the Dealers do not represent that this Base Prospectus may be lawfully distributed, or that any Covered Bonds may be lawfully offered, in compliance with any applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption available thereunder or assume any responsibility for facilitating any such distribution or offering. In particular, no action has been taken by the Issuer, the Arrangers or the Dealers (save for application for the approval by the CMVM of this Base Prospectus as a base prospectus for the purposes of the Prospectus Directive) which would permit a public offering of any Covered Bonds or the distribution of this Base Prospectus or any other offering material relating to the Programme or the Covered Bonds issued thereunder in any jurisdiction where action for that purpose is required. Accordingly, no Covered Bonds may be offered or sold, directly or indirectly, and neither this Base Prospectus nor any advertisement or other offering material relating to the Programme or the Covered Bonds issued thereunder may be distributed or published in any jurisdiction, except under circumstances that would result in compliance with any applicable securities laws and regulations. Each Dealer has represented or, as the case may be, will be required to represent that to the best of its knowledge all offers and sale by it will be made on the terms indicated above. Persons into whose possession this Base Prospectus or any Covered Bonds may come must inform themselves about, and observe, any applicable restrictions on the distribution of this Base Prospectus and the offering and sale of the Covered Bonds. In particular, there are restrictions on the distribution of this Base Prospectus and the offer or sale of Covered Bonds in the United States, the European Economic Union (the "EEA") (including Italy, Portugal and the United Kingdom) and Japan. See Subscription and Sale and Secondary Market Arrangements. The Arrangers, the Common Representative and the Dealers have not separately verified the information contained or incorporated in this Base Prospectus. Accordingly, none of the Arrangers, the Common Representative or the Dealers makes any representation, warranty or undertaking, express or implied, or accepts any responsibility, with respect to the accuracy or completeness of any of the information contained in this Base Prospectus. Neither this Base Prospectus nor any other information supplied in connection with the Programme or the Covered Bonds is intended to provide the basis of any credit or other evaluation and should not be considered as a recommendation by the Issuer, the Arrangers, the Common Representative or the Dealers that any recipient of this Base Prospectus or any other financial information supplied in connection with the Programme should purchase the Covered Bonds. Each investor contemplating purchasing any Covered Bonds should make its own independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness of the Issuer. Neither this Base Prospectus nor any other information supplied in connection with the Programme constitutes an offer or invitation by or on behalf of the Issuer, the Arrangers, the Common Representative or any of the Dealers to subscribe for or to purchase any Covered Bonds. This Base Prospectus has been prepared on the basis that, except to the extent sub-paragraph (ii) below may apply, any offer of Covered Bonds in any Member State of the EEA which has implemented the Prospectus Directive (each, a Relevant Member State ) will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of Covered Bonds. Accordingly any person making or intending to make an offer in that Relevant Member State of Covered Bonds which are the subject of a placement contemplated in this Base Prospectus as completed by final terms in 4

19 relation to the offer of those Covered Bonds may only do so (i) in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer, or (ii) if a prospectus for such offer has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State and (in either case) published, all in accordance with the Prospectus Directive, provided that any such prospectus has subsequently been completed by final terms which specify that offers may be made other than pursuant to Article 3(2) of the Prospectus Directive in that Relevant Member State and such offer is made in the period beginning and ending on the dates specified for such purpose in such prospectus or final terms, as applicable. Except to the extent sub-paragraph (ii) above may apply, neither the Issuer nor any Dealer have authorised, nor do they authorise, the making of any offer of Covered Bonds in circumstances in which an obligation arises for the Issuer or any Dealer to publish or supplement a prospectus for such offer. Neither the Dealers nor the Issuer make any representation to any investor in the Covered Bonds regarding the legality of its investment under any applicable laws. Any investor in the Covered Bonds should be able to bear the economic risk of an investment in the Covered Bonds for an indefinite period of time. In this Base Prospectus, unless otherwise specified or the context otherwise requires, references to, EUR or euro are to the lawful currency of the Member States of the European Union that adopt the single currency introduced in accordance with the Treaty establishing the European Community (as amended), to U.S.$, USD or U.S. dollars are to United States dollars, the lawful currency of the Unites States of America, and to or GBP or pounds sterling are to pounds sterling, the lawful currency of the United Kingdom. 5

20 TABLE OF CONTENTS General Description of the Programme... 8 Summary of the Covered Bonds Programme... 9 Risk Factors Documents Incorporated by Reference Form of the Covered Bonds and Clearing Systems Final Terms for Covered Bonds Terms and Conditions of the Covered Bonds Characteristics of the Cover Pool Insolvency of the Issuer Common Representative of the Holders of the Covered Bonds Cover Pool Monitor Description of the Issuer The Portuguese Mortgage Market and the Servicing of the Cover Pool Use of Proceeds The Covered Bonds Law Taxation Subscription and Sale and Secondary Market Arrangements General Information Definitions Annex 1 - Certificate for Exemption from Portuguese Withholding Tax on Income from Debt Securities Annex 2 - Statement for Exemption from Portuguese Withholding Tax on Income from Debt Securities In connection with the issue of any Tranche (as defined in General Description of the Programme), the Dealer or Dealers (if any) named as the stabilising manager(s) (the Stabilising Manager(s) ) (or persons acting on behalf of any Stabilising Manager(s)) in the applicable Final Terms may over-allot Covered Bonds or effect transactions with a view to supporting the market price of the Covered Bonds at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilising Manager(s) (or persons acting on behalf of a Stabilising Manager) will undertake any stabilisation action. Any stabilisation action may begin on or after the date on which adequate public disclosure of the terms of the offer of the relevant Tranche is made and, if begun, may be ended at any 6

21 time, but it must end no later than the earlier of 30 days after the issue date of the relevant Tranche and 60 days after the date of the allotment of the relevant Tranche. Any stabilisation action or over-allotment must be conducted by the relevant Stabilising Manager(s) (or person(s) acting on behalf of any Stabilising Manager(s)) in accordance with all applicable laws and rules. 7

22 GENERAL DESCRIPTION OF THE PROGRAMME Under this Programme, the Issuer may from time to time issue Covered Bonds denominated in any currency agreed between the Issuer and the relevant Dealer, subject as set out herein. A summary of the terms and conditions of the Programme and the Covered Bonds appears under Summary of the Covered Bonds Programme. The applicable terms of any Covered Bonds will be agreed between the Issuer and the relevant Dealer prior to the issue of those Covered Bonds and will be set out in the Terms and Conditions of the Covered Bonds endorsed on, or attached to, the Covered Bonds as modified and supplemented by the applicable final terms attached to, or endorsed on, such Covered Bonds (the Final Terms ), as more fully described under Final Terms for Covered Bonds below. This Base Prospectus will only be valid for admitting Covered Bonds to trading on Eurolist by Euronext Lisbon until no more of Covered Bonds concerned with this Programme are issued in a continuous or repeated manner in an aggregate nominal amount which, when added to the aggregate nominal amount then outstanding on all Covered Bonds previously or simultaneously issued under the Programme, does not exceed 10,000,000,000 (subject to increase in accordance with the Programme Agreement (as defined below)) or its equivalent in other currencies. For the purpose of calculating the euro equivalent of the aggregate nominal amount of Covered Bonds issued under the Programme from time to time: (a) (b) (c) the euro equivalent of Covered Bonds denominated in another Specified Currency (as specified in the applicable Final Terms in relation to the Covered Bonds, described under Final Terms for Covered Bonds) shall be determined, at the discretion of the Issuer, either as of the date on which agreement is reached for the issue of Covered Bonds or on the preceding day on which commercial banks and foreign exchange markets are open for business in London and Lisbon, in each case, on the basis of the spot rate for the sale of the euro against the purchase of such Specified Currency in the Lisbon foreign exchange market quoted by any leading international bank selected by the Issuer on the relevant day of calculation; the euro equivalent of Index Linked Covered Bonds (as specified in the applicable Final Terms in relation to the Covered Bonds, described under Final Terms for Covered Bonds) shall be calculated in the manner specified above by reference to the original nominal amount on issue of such Covered Bonds; and the euro equivalent of Zero Coupon Covered Bonds (as specified in the applicable Final Terms in relation to the Covered Bonds, described under Final Terms for Covered Bonds) and other Covered Bonds issued at a discount or a premium shall be calculated in the manner specified above by reference to the net proceeds received by the Issuer for the relevant issue. 8