O Código ISIN da Emissão é o PTBAFHOM0011.

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1 Banif Banco Internacional do Funchal, S.A. Sede Social: Rua de João Tavira, n.º 30, Funchal, Portugal Capital Social: Euros Matriculado na Conservatória do Registo Comercial do Funchal sob o número único de Matrícula e de Pessoa Colectiva (Oferente e Emitente) AVISO DE RECTIFICAÇÃO DE CONDIÇÕES FINAIS DA EMISSÃO DE OBRIGAÇÕES SUBORDINADAS DENOMINADA SUBORDINATED FIXED RATE NOTES DUE 2019 (SERIES 17) EMITIDAS PELO BANIF BANCO INTERNACIONAL DO FUNCHAL, S.A. AO ABRIGO DO PROGRAMA DE ATÉ EUR DE EURO MEDIUM TERM NOTES Fazemos referência à Emissão de Obrigações Subordinadas emitidas pelo Banif Banco Internacional do Funchal, S.A. no montante de EUR denominada Subordinated Fixed Rate Notes due 2019 (Series 17), em 9 de Janeiro de 2012, no âmbito do seu Programa de Euro Medium Term Notes no montante global máximo de até EUR , as quais foram objecto de admissão à negociação à NYSE Euronext Lisbon ( Emissão ). O Código ISIN da Emissão é o PTBAFHOM0011. As Condições Finais da Emissão de Obrigações Subordinadas supra identificada foram objecto de publicação no sistema de difusão de informação da CMVM em 9 de Janeiro de Tendo sido detectado um erro nas Condições Finais da Emissão na alínea (iv) do ponto 15. referente aos Fixed Coupon Amounts, pretende-se dar conhecimento da rectificação das Condições Finais da Emissão, pelo que onde se lia: 1

2 EUR per Calculation Amount, payable semi-annually, for the period from, and including, the Issue Date up to, and excluding, the First Issuer Call Date e EUR per Calculation Amount, payable semi-annually, for the period from, and including, the First Issuer Call Date up to, and excluding, the Interest Payment Date on which the Notes are redeemed in accordance with Conditions 10 or 13(B). deverá passar a ler-se: EUR per Calculation Amount, payable semi-annually, for the period from, and including, the Issue Date up to, and excluding, the First Issuer Call Date e EUR per Calculation Amount, payable semi-annually, for the period from, and including, the First Issuer Call Date up to, and excluding, the Interest Payment Date on which the Notes are redeemed in accordance with Conditions 10 or 13(B). Atendendo ao exposto, desde já se anexa ao presente Aviso, as Condições Finais da Emissão devidamente rectificadas. 11 de Julho de 2012 Banif Banco Internacional do Funchal, S.A. 2

3 Final Terms dated 9 January 2012 Banif - Banco Internacional do Funchal, S.A. Issue of up to Euro 100,000,000 Subordinated Fixed Rate Notes due 2019 under the Euro 2,500,000,000 Euro Medium Term Note Programme PART A CONTRACTUAL TERMS Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base Prospectus dated 22 February 2011 which constitutes a base prospectus (the "Base Prospectus") for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the "Prospectus Directive") and the Supplements to the Base Prospectus dated 12 April 2011, 12 July 2011, 12 October 2011 and 19 December This document constitutes the Final Terms relating to the issue of Notes described herein for the purposes of Article 5.4 of the Prospectus Directive. These Final Terms contain the final terms of the Notes and must be read in conjunction with the Base Prospectus, as supplemented. Full information on the Issuer and the Notes described herein is only available on the basis of a combination of these Final Terms, the Base Prospectus and respective supplements. The Base Prospectus and respective supplements is available for viewing on the website of the Luxembourg Stock Exchange at and on the website of the Commissão do Mercado de Valores Mobiliários at and copies may be obtained from the Specified Office of the Principal Paying Agent. (i) Issuer: Banif - Banco Internacional do Funchal, S.A. (ii) Guarantor: 1. (i) Series Number: 17 (ii) Tranche Number: 1 2. Specified Currency: Euro ( EUR ) 3. Aggregate Nominal Amount: (i) Series: EUR 87,698,000 (ii) Tranche: EUR 87,698, Issue Price: 70 per cent. of the Aggregate Nominal Amount 5. (i) Specified Denominations: EUR 1,000 (ii) Calculation Amount: EUR 1,000 3

4 6. (i) Issue Date: 9 January 2012 (ii) Interest Commencement Date: 9 January Maturity Date: 9 January Interest Basis: Fixed Rate (further particulars specified below) 9. Redemption/Payment Basis: Redemption at par 10. Change of Interest or Redemption/Payment Basis: 11. Put/Call Options: Issuer Call (further particulars specified below) 12. (i) Status of the Notes: Dated Subordinated Notes (ii) Status of the Guarantee: 13. Method of distribution: Non-syndicated PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE 14. Fixed Rate Note Provisions Applicable Noteholders should be aware that each of the Issuer's obligations under Dated Subordinated Notes will be unsecured and subordinated and will rank junior in priority to the claims of Senior Creditors and Prior Creditors, respectively, as referred to on page 15 of the Base Prospectus under Each Issuer s obligations under Subordinated Notes are subordinated. In the event of the liquidation, insolvency or analogous proceedings of the Issuer, the claims of the holders of the Dated Subordinated Notes against the Issuer will be subordinated in right of payment to the claims of all other creditors (other than holders of Subordinated Indebtedness, if any) of the Issuer, as referred to on pages 40 and 41, paragraph c), (i), of the Base Prospectus. 4

5 (i) Rate of Interest: For the period from, and including, the Issue Date up to, and excluding, the Interest Payment Date falling on, or nearest to, 9 January 2017 (the First Issuer Call Date ), a Fixed Rate of per cent. per annum. For the period from, and including, the First Issuer Call Date to, but excluding, the Interest Payment Date on which the Notes are redeemed in accordance with Conditions 10 or 13(B), a Fixed Rate of per cent. per annum. (ii) Interest Payment Dates: 9 July and 9 January in each year, commencing on 9 July 2012, subject to adjustment in accordance with the Business Day Convention specified below. (iii) Business Day Convention Modified Following Business Day Convention (iv) Fixed Coupon Amount: EUR per Calculation Amount, payable semi-annually, for the period from, and including, the Issue Date up to, and excluding, the First Issuer Call Date. EUR per Calculation Amount, payable semi-annually, for the period from, and including, the First Issuer Call Date up to, and excluding, the Interest Payment Date on which the Notes are redeemed in accordance with Conditions 10 or 13(B). (iv) Broken Amount: (v) Day Count Fraction: 30/360 (vi) Other terms relating to the method of calculating interest for Fixed Rate Notes: 15. Floating Rate Note Provisions 16. Zero Coupon Note Provisions 17. Index-Linked Interest Note Provisions 5

6 18. Dual Currency Note Provisions PROVISIONS RELATING TO REDEMPTION 19. Call Option Applicable (i) Optional Redemption Dates: (A) (B) The First Issuer Call Date and any subsequent Interest Payment Date thereafter, subject to the prior written approval of the Bank of Portugal; or In the event that the Bank of Portugal ceases to treat the issue of the Notes as eligible for Lower Tier II (Fundos Próprios Complementares) purposes, any Interest Payment Date prior to the First Issuer Call Date. (ii) (iii) Optional Redemption Amount(s) of each Note and method, if any, of calculation of such amount(s): If redeemable in part: Par (a) (b) Minimum Redemption Amount: Maximum Redemption Amount: EUR 1,000 The Aggregate Nominal Amount of the Notes (iv) Notice Period: As specified in Condition 10(c) 20. Put Option 21. Final Redemption Amount of each Note EUR 1,000 per Calculation Amount 22. Early Redemption Amount Applicable on any Optional Redemption Date, subject to the prior written approval of the Bank of Portugal GENERAL PROVISIONS APPLICABLE TO THE NOTES 23. Form of Notes: Dematerialised book-entry registered form (Interbolsa Notes) 24. New Global Note Form: 6

7 25. Additional Financial Centre(s) or other special provisions relating to Payment Dates: 26. Talons for future Coupons or Receipts to be attached to Definitive Notes (and dates on which such Talons mature): 27. Details relating to Partly Paid Notes: amount of each payment comprising the Issue Price and date on which each payment is to be made and consequences (if any) of failure to pay, including any right of the Issuer to forfeit the Notes and interest due on late payment: 28. Details relating to Instalment Notes: amount of each instalment, date on which each payment is to be made: Lisbon and London 29. Consolidation provisions: 30. Other terms or special conditions: DISTRIBUTION 31. (i) If syndicated, names and addresses and underwriting commitments of Managers: (ii) Date of Subscription Agreement (iii) Stabilising Manager (if any): 32. If non-syndicated, name and address of Dealer: Banif Banco de Investimento, S.A., Rua Tierno Galvan, Torre 3, 14.º Piso, Lisboa. 33. TEFRA: 34. Total commission and concession: 35. Additional selling restrictions: 36. Complex Financial Product, as defined in Decree-Law no. 211-A/2008, of 3 November No 7

8 LISTING AND ADMISSION TO TRADING These Final Terms comprise the final terms required for the Notes described herein to be admitted to listing on the regulated market of the NYSE Euronext Lisbon. RESPONSIBILITY The Issuer accepts responsibility for the information contained in these Final Terms. Signed on behalf of the Issuer: By:... By:... Duly authorised Duly authorised 8

9 LISTING AND ADMISSION TO TRADING PART B OTHER INFORMATION (i) Listing: NYSE Euronext Lisbon. (ii) Admission to trading: Application has been made for the Notes to be admitted to trading on the regulated market of the NYSE Euronext Lisbon with effect from 10 January RATINGS Ratings: The Notes to be issued are expected to be rated: Moody's: B1 (long term rating) Fitch: B (long term rating) These credit ratings will be issued by Moody's Investors Services España, S.A. and Fitch Ratings España, S.A. Unipersonal, which are established in the European Economic Area and registered under Regulation (EU) No 1060/2009, as amended. 38. NOTIFICATION The Commission de Surveillance du Secteur Financier has provided the CMVM with a certificate of approval attesting that the Prospectus has been drawn up in accordance with the Prospectus Directive. 39. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE OFFER Save as disclosed in "Subscription and Sale" in the Base Prospectus, so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer. 40. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES (i) Reasons for the offer See Use of Proceeds wording in the Base Prospectus. (ii) (iii) Estimated net proceeds: Estimated total expenses: 41. YIELD 9

10 Indication of yield: per cent. The yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield. 42. OPERATIONAL INFORMATION ISIN Code: PTBAFHOM0011 Common Code: New Global Note intended to be held in a manner which would allow Eurosystem eligibility: Any clearing system(s) other than Euroclear Bank S.A./N.V. and Clearstream Banking société anonyme and the relevant identification number(s): Delivery: Names and addresses of additional Paying Agent(s) (if any): No Central de Valores Mobiliários (Portuguese Securities Central) identification number: BAFHOM Delivery against payment 43. TERMS AND CONDITIONS OF THE OFFER Offer Period: Offer Price: Conditions to which the offer is subject: From 8:30 a.m. on 22 December 2011 until 3 p.m. on 5 January Issue Price The Issuer has launched a public offer (the Exchange Offer ) of acquisition of 100,000 subordinated bonds issued by the Issuer under the Programme on 30 June 2009, with scheduled maturity date on 30 December 2019, in denominations of EUR 1,000 each, ISIN Code PTBAFQOM0002 (the Subordinated Bonds 2009/2019 ). The consideration for the Exchange Offer will consist of the Notes. Under the terms and conditions of the Exchange Offer, each Subordinated Bond 2009/2019 will be exchanged into one Note on the Issue Date. The reference exchange value of the Exchange Offer is 70% of the nominal amount of the Subordinated Bonds 2009/2019. The issue of the Notes is conditional upon: (i) registration of the Exchange Offer and approval of the prospectus relating to the Exchange Offer by the Portuguese Securities Commission ( CMVM ) and 10

11 (ii) the acceptance of the Exchange Offer by holders of the Subordinated Bonds 2009/2019. In the event that only part and not all of the holders of the Subordinated Bonds 2009/2019 accept the Exchange Offer, the Notes will be issued only in the amount necessary to exchange those Subordinated Bonds 2009/2019. Furthermore, if pursuant to Portuguese law the Exchange Offer is revoked, withdrawn, suspended or prohibited, the issue of the Notes will automatically be revoked, withdrawn, suspended or terminated, as the case may be. Description of the application process: Description of possibility to reduce subscriptions and manner for refunding excess amount paid by applicants: Details of the Minimum and/or Maximum Amount of Application: Details of the method and time limits for paying up and delivering the Notes: Manner in and date on which results of the offer are to be made public: Procedure for exercise of any right of pre-emption, negotiability of subscription rights and treatment of subscription rights not exercised: Categories of potential investors to which the Notes are offered and whether tranche(s) have been reserved for certain countries: Process for notification to applicants of the amount allotted and the indication The amount subscribed by each subscriber may be cancelled or reduced during the Offer Period by an order given by the subscriber to the financial intermediary (if reduced, subject to the minimum amount of application Minimum Amount of Application: EUR 1,000 Maximum Amount of Application: subject to the amount available for subscription at the time of subscription. The Notes will be issued on the Issue Date and delivered against payment of the subscription amount to the Issuer. The results of the offer will be published at the end of the Offer Period through the websites of the CMVM and the Issuer. In Portugal, the offer of Notes may be made by the Financial Intermediaries to any person. In any other jurisdiction within the European Economic Area, an offer of Notes may only be made by the Financial Intermediaries under a specific exemption of the obligation to publish a prospectus under the Prospectus Directive (as implemented in such jurisdictions). The Notes will be allocated to subscribers further to subscription requests and the subscriber will be informed of the allocated amount on the moment on 11

12 whether dealing may begin before notification is made: Amount of any expenses and taxes specifically charged to the subscriber or purchaser: Name(s) and address(es), to the extent known to the Issuer, of the placers in the various countries where the offer takes place. which such request is made. For the purposes of Directive 2004/39/EC, the Notes may not be admitted to trading on a regulated market prior to the Issue Date. The subscriber will not bear any expenses or taxes in connection with the subscription of the Notes. None 12

BANIF BANCO INTERNACIONAL DO FUNCHAL, SA

BANIF BANCO INTERNACIONAL DO FUNCHAL, SA Sede: Rua de João Tavira, 30 9004-509 FUNCHAL Capital Social: 566.000.000,00 Matricula na Conservatória do Registo Comercial do Funchal Número Único de Matrícula