OFFER AND DISTRIBUTION RESTRICTIONS

Transcription

1 IMPORTANT NOTICE NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (THE UNITED STATES ) OR TO ANY U.S. PERSON OR TO ANY PERSON LOCATED IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THE ATTACHED TENDER OFFER MEMORANDUM (SEE OFFER AND DISTRIBUTION RESTRICTIONS BELOW). IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the attached Tender Offer Memorandum (the Tender Offer Memorandum ) and you are therefore required to read this disclaimer carefully before accessing, reading or making any other use of the Tender Offer Memorandum. By accessing the Tender Offer Memorandum, you agree to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information from Deutsche Bank AG, London Branch and Nomura International plc (together, the Dealer Managers ) and/or Lucid Issuer Services Limited (the Tender Agent ) as a result of such access, as well as if following such initial access you access information through the same initial means of access. Capitalised terms used but not otherwise defined in this disclaimer shall have the meaning given to them in the Tender Offer Memorandum. THIS ELECTRONIC TRANSMISSION DOES NOT CONTAIN OR CONSTITUTE AN OFFER OF, OR THE SOLICITATION OF AN OFFER TO BUY OR SUBSCRIBE FOR, SECURITIES TO ANY PERSON IN THE UNITED STATES OR ANY OTHER JURISDICTION. SECURITIES MAY NOT BE OFFERED, SOLD OR DELIVERED IN THE UNITED STATES ABSENT REGISTRATION UNDER, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF, THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT ). THE SECURITIES REFERRED TO IN THE TENDER OFFER MEMORANDUM HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND THE SECURITIES REFERRED TO IN THE TENDER OFFER MEMORANDUM MAY NOT BE OFFERED, SOLD OR DELIVERED, DIRECTLY OR INDIRECTLY, 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). THE TENDER OFFER MEMORANDUM MAY NOT BE DOWNLOADED, FORWARDED OR DISTRIBUTED, IN WHOLE OR IN PART, TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. THE TENDER OFFER MEMORANDUM MAY ONLY BE DISTRIBUTED OUTSIDE THE UNITED STATES AND TO PERSONS TO WHOM IT IS OTHERWISE LAWFUL TO SEND THE TENDER OFFER MEMORANDUM AND, IN PARTICULAR, SHOULD NOT BE FORWARDED TO ANY U.S. ADDRESS. ANY DOWNLOADING, FORWARDING, DISTRIBUTION OR REPRODUCTION OF THE TENDER OFFER MEMORANDUM, IN WHOLE OR IN PART, IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF APPLICABLE LAWS AND REGULATIONS. Confirmation of your representation: In order to be eligible to view the Tender Offer Memorandum or make an investment decision with respect to the Offers (as defined below), you must not be a U.S. person and must be outside the United States, and otherwise able to participate lawfully in the offers by Novo Banco S.A.

2 ( Novo Banco ) to holders of the Notes ( Noteholders ) of the outstanding U.S.$200,000,000 3 per cent. Notes due 21 June 2022 (ISIN: XS /Common Code: ) issued by Novo Banco S.A. acting through its Luxembourg branch (formerly issued by Banco Espírito Santo, S.A. acting through its Luxembourg branch and transferred to Novo Banco following the application of the resolution measure to Banco Espírito Santo, S.A. by the Bank of Portugal on 3 August 2014 (the Resolution Measure )) and the 200,000,000 5 per cent. Notes due 4 April 2019 (ISIN: XS /Common Code: ), the 750,000,000 5 per cent. Notes due 23 April 2019 (ISIN: XS /Common Code: ), the 450,000,000 5 per cent. Notes due 14 May 2019 (ISIN: XS /Common Code: ), the 450,000,000 5 per cent. Notes due 21 May 2019 (ISIN: XS /Common Code: ), the 450,000,000 5 per cent. Notes due 23 May 2019 (ISIN: XS /Common Code: ), the 225,000,000 5 per cent. Notes due 24 February 2022 (ISIN: XS /Common Code: ) and the 300,000,000 5 per cent. Notes due 15 March 2022 (ISIN: XS /Common Code: ) issued by Novo Banco S.A. acting through its London branch (formerly issued by Banco Espírito Santo, S.A. acting through its London branch and transferred to Novo Banco following the application of the Resolution Measure) (the Notes ) to tender their Notes for purchase by Novo Banco for cash (the Offers ) on the terms, and subject to the conditions, set out in the Tender Offer Memorandum including the offer and distribution restrictions set out therein (see the Offer and Distribution Restrictions ). The Tender Offer Memorandum has been sent to you at your request or has been made available to you and by accessing the Tender Offer Memorandum you shall be deemed to have represented to Novo Banco, the Dealer Managers and the Tender Agent that: (i) (ii) (iii) (iv) (v) (vi) (vii) you are a Noteholder or a beneficial owner of Notes; neither you nor any beneficial owner of Notes, or any other person on whose behalf you are acting, either directly or indirectly, is a U.S. person or a person whose residence or domicile is located in the United States; neither the electronic mail address that you have given to us and to which the Tender Offer Memorandum has been delivered nor the location from which you otherwise access the Tender Offer Memorandum is located in the United States; you are a person to whom it is lawful to send the Tender Offer Memorandum or to make an invitation pursuant to the relevant Offer under applicable laws, including the Offer and Distribution Restrictions; you are not a Sanctions Restricted Person; you consent to delivery of the Tender Offer Memorandum by electronic transmission to you and/or to the access of the Tender Offer Memorandum otherwise electronically; and you have understood and agree to the terms set forth herein. The Tender Offer Memorandum has been sent or been made available to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of transmission and consequently none of Novo Banco, the Dealer Managers, the Tender Agent or any person who controls, or is a director, officer, employee, agent or affiliate of, any such person accepts any liability or responsibility whatsoever in respect of any difference between the Tender Offer Memorandum distributed or made available to you in electronic format and the hard copy version available to you on request from the Tender Agent. You are also reminded that the Tender Offer Memorandum has been sent to you on the basis that you are a person into whose possession the Tender Offer Memorandum may be lawfully delivered in accordance with A

3 the laws of the jurisdiction in which you are located or resident or to which you are otherwise subject and you may not nor are you authorised to deliver the Tender Offer Memorandum to any other person. Any materials relating to the Offers do not constitute, and may not be used in connection with, any form of offer or solicitation in any place where such offers or solicitations are not permitted by law. If a jurisdiction requires that any relevant Offer be made by a licensed broker or dealer and any of the Dealer Managers or any of their respective affiliates is such a licensed broker or dealer in that jurisdiction, such Offer shall be deemed to be made by such Dealer Manager or affiliate, as the case may be, on behalf of Novo Banco in such jurisdiction. The Tender Offer Memorandum may only be communicated to persons in the United Kingdom in circumstances where section 21(1) of the Financial Services and Markets Act 2000 does not apply. The Offers are not a public offer to acquire securities (oferta pública de aquisição) subject to Portuguese law or to the supervision of the Portuguese Securities Market Commission (Comissão do Mercado de Valores Mobiliários). Accordingly, the Tender Offer Memorandum is not subject to approval by the Portuguese Securities Market Commission (CMVM). The Offers are also not subject to the supervision of the Luxembourg Commission de Surveillance du Secteur Financier (CSSF). Restrictions: Nothing in this electronic transmission constitutes an offer to buy or the solicitation of an offer to sell securities in the United States, or any other jurisdiction in which such offer or solicitation would be unlawful. The distribution of the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession the Tender Offer Memorandum comes are required by Novo Banco, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions. THE TENDER OFFER MEMORANDUM IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. A

4 Tender Offer Memorandum dated 23 June 2016 NOVO BANCO S.A. (incorporated with limited liability in Portugal) Offers to the Noteholders of the U.S.$200,000,000 3 per cent. Notes due 21 June 2022 (ISIN: XS ) Issued by Novo Banco S.A. acting through its Luxembourg branch 200,000,000 5 per cent. Notes due 4 April 2019 (ISIN: XS ) 750,000,000 5 per cent. Notes due 23 April 2019 (ISIN: XS ) 450,000,000 5 per cent. Notes due 14 May 2019 (ISIN: XS ) 450,000,000 5 per cent. Notes due 21 May 2019 (ISIN: XS ) 450,000,000 5 per cent. Notes due 23 May 2019 (ISIN: XS ) 225,000,000 5 per cent. Notes due 24 February 2022 (ISIN: XS ) 300,000,000 5 per cent. Notes due 15 March 2022 (ISIN: XS ) Issued by Novo Banco S.A. acting through its London branch (the Notes ) to tender their Notes for purchase by Novo Banco for cash for aggregate consideration of up to 500,000,000 (or such lesser or greater amount as Novo Banco may determine in its sole discretion) at the price and on the conditions set out herein Novo Banco S.A. ( Novo Banco ) invites holders of the Notes (the Noteholders ) (subject to certain offer and distribution restrictions see Offer and Distribution Restrictions ) to tender their Notes for purchase by Novo Banco for cash (the Offers ) at prices to be determined pursuant to an unmodified Dutch auction procedure (as defined in this Tender Offer Memorandum). Novo Banco proposes to accept for purchase pursuant to the Offers an aggregate nominal amount of Notes such that the Euro and/or Euro Equivalent (as defined herein) of the total amount payable (the Total Amount Payable ) by Novo Banco for all of the Notes accepted for purchase pursuant to the Offers (excluding Accrued Interest (as defined herein) in respect of such Notes) is no greater than 500,000,000 (or such greater or lesser amount as Novo Banco may determine, in its sole discretion) (the Total Funds Available ). The Offers are made on the terms, and subject to the conditions, contained in this Tender Offer Memorandum. Under the unmodified Dutch auction procedure, the price Novo Banco will pay for any Notes validly tendered and accepted for purchase pursuant to the relevant Offer, shall be equal to or higher than the Minimum Purchase Price, plus Accrued Interest (as all such expressions are defined herein). If acceptance of all of the aggregate principal amount of Notes validly tendered in the Offers would result in the Total Amount Payable in respect of such Notes exceeding the Total Funds Available, then Novo Banco will determine the allocation of the Total Funds Available in its sole and absolute discretion, and reserves the right to accept significantly more or less (or none) of the Notes of one Series as compared to the other Series of Notes, such that the Total Amount Payable in respect of such Notes accepted for purchase does not exceed the Total Funds Available as further described in The Offers - Terms of the Offers Unmodified Dutch Auction Procedure. The aggregate Purchase Considerations (as defined herein) that Novo Banco will pay for the Notes of a given Series validly tendered by Noteholders of that Series and accepted for purchase pursuant to the relevant Offer will be the lowest aggregate purchase considerations for such Series of Notes, determined in accordance with the unmodified Dutch auction procedure described herein, that will allow Novo Banco (subject to the Total Funds Available) to accept for purchase the relevant amount of Notes for such Series of Notes which Novo Banco will decide, in its sole discretion, to accept (in respect of each Series of Notes, the Acceptance Amount ). If Novo Banco decides to accept for purchase Notes validly tendered at a Maximum Purchase Price (as defined herein) pursuant to an Offer, Novo Banco will accept for purchase all Notes of the same Series (as defined herein) validly tendered at a Purchase Price lower than the Maximum Purchase Price and at such Maximum Purchase Price. The Offers begin today, 23 June 2016 (the Launch Date ), and will expire at 4 p.m. London time on 29 June 2016 (the Expiration Deadline ), unless extended, re-opened or terminated as provided in this Tender Offer Memorandum. The relevant deadline set by any intermediary or (if applicable) Clearing System (as defined herein) may be earlier than this deadline. A

5 In order to be eligible to participate in the Offers, Noteholders must validly tender their Notes by the Expiration Deadline (as defined herein), by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction (as defined herein) that is received by the Tender Agent by the Expiration Deadline. Subject to applicable law and as provided in this Tender Offer Memorandum, Novo Banco may, in its sole discretion, extend, re-open, amend, waive any condition of or terminate any Offer at any time. Details of any such extension, re-opening, amendment, waiver or termination will be announced as provided in this Tender Offer Memorandum as soon as reasonably practicable after the relevant decision is made. Valid tenders of Notes in an Offer will be irrevocable except in the limited circumstances described in this Tender Offer Memorandum under the heading Amendment and Termination. Dealer Managers DEUTSCHE BANK NOMURA A

6 REFERENCE TABLE NOTES ISIN CODE ORIGINAL PRINCIPAL AMOUNT PRINCIPAL AMOUNT OUTSTANDING ORIGINAL MINIMUM DENOMINATION MINIMUM PURCHASE PRICE PURCHASE CONSIDERATION AND ACCEPTANCE AMOUNT FOR EACH SERIES Issued by Novo Banco S.A. acting through its Luxembourg branch U.S.$200,000,000 3 per cent. Notes due 21 June 2022 XS U.S.$200,000,000 U.S.$200,000,000 U.S.$1, % 200,000,000 5 per cent. Notes due 4 April ,000,000 5 per cent. Notes due 23 April ,000,000 5 per cent. Notes due 14 May ,000,000 5 per cent. Notes due 21 May ,000,000 5 per cent. Notes due 23 May ,000,000 5 per cent. Notes due 24 February ,000,000 5 per cent. Notes due 15 March 2022 Issued by Novo Banco S.A. acting through its London branch XS ,000, ,000,000 1, % XS ,000, ,000,000 1, % XS ,000, ,400,000 1, % XS ,000, ,250,000 1, % XS ,000, ,000,000 1, % XS ,000, ,000,000 1, % XS ,000, ,000,000 1, % The aggregate Purchase Considerations that Novo Banco will pay for the Notes of a given Series validly tendered by Noteholders of that Series and accepted for purchase pursuant to the relevant Offer will be the lowest aggregate purchase considerations for such Series of Notes, determined in accordance with the unmodified Dutch auction procedure described herein, that will allow Novo Banco (subject to the Total Funds Available) to accept for purchase the relevant amount of Notes for such Series of Notes which Novo Banco will decide, in its sole discretion, to accept. At the date hereof, Novo Banco does not hold any Notes in its own portfolio. A

7 GENERAL This Tender Offer Memorandum contains important information which should be read carefully before any decision is made with respect to any Offer. If any Noteholder is in any doubt as to the action it should take, it is recommended to seek its own financial and legal advice, including as to any tax consequences, immediately from its stockbroker, bank manager, solicitor, accountant or other independent financial tax or legal adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to tender Notes for purchase pursuant to any Offer. Before making a decision with respect to any Offer, Noteholders should carefully consider all of the information in this Tender Offer Memorandum and, in particular, the risk factors described under the heading Risk Factors and Other Considerations. The distribution of this Tender Offer Memorandum in certain jurisdictions may be restricted by law (see Offer and Distribution Restrictions ). None of Novo Banco (the offeror hereunder), Deutsche Bank AG, London Branch and Nomura International plc (the Dealer Managers ) or Lucid Issuer Services Limited (the Tender Agent ) or any of their respective directors, employees or affiliates makes any recommendation whether Noteholders should tender Notes in any Offer. No person has been authorised in connection with the Offers to give any information or to make any representation other than those contained in this Tender Offer Memorandum and any such information or representation must not be relied upon as having been authorised by Novo Banco or the Dealer Managers. Neither the delivery of this Tender Offer Memorandum nor any purchase of Notes shall, under any circumstances, create any implication that there has been no change in the affairs of Novo Banco since the date of this Tender Offer Memorandum or that the information contained in this Tender Offer Memorandum has remained accurate and complete as of any time subsequent to the date of this Tender Offer Memorandum. Each Noteholder is solely responsible for making its own independent appraisal of all matters as such Noteholder deems appropriate (including those relating to any Offer, the Tender Offer Memorandum and Novo Banco) and each Noteholder must make its own decision as to whether to participate in any Offer. Accordingly, each person receiving this Tender Offer Memorandum acknowledges that such person has not relied upon Novo Banco, the Dealer Managers or the Tender Agent in connection with its decision as to whether to participate in any Offer. Each such person must make its own analysis and investigations regarding any Offer, with particular reference to its own investment objectives and experience, and any other factors which may be relevant to it. If such person is in any doubt about any aspect of any Offer and/or the action it should take, including in respect of any tax consequences it should consult its professional advisers. When making its own decision as to whether or not to participate in any Offer, each Noteholder should consider, amongst any other factors which may be relevant to it, that by participating in any Offer, if its Notes are accepted for purchase by Novo Banco, the relevant Noteholder will receive on the Settlement Date the relevant amounts due under the relevant Offer, which may be substantially lower than (i) the relevant nominal amount of the Notes tendered and accepted for purchase, which will become due on the maturity date of the Notes or (ii) the price paid by the Noteholder when it acquired the relevant Notes. Additionally, such Noteholder will cease to own and have no further rights relating to the Notes, in respect of interest or principal amount payments or otherwise, and will no longer be able to trade such Notes. However, Noteholders will in this case not (unless such Noteholders otherwise hold instruments issued by Novo Banco) be subject to any conditions or prospects that may in the future affect Novo Banco and its ability to make any payments under the Notes and/or the secondary market A

8 price of the Notes, including the financial, business, legal and regulatory conditions of Novo Banco and its future prospects. Conversely, if a Noteholder chooses not to participate in the Offer, or if a Noteholder s Notes are not purchased by Novo Banco, such Noteholder will not be paid any amount on the Settlement Date, under the terms of the Offers and such Noteholder will remain entitled to the interest and principal amount payments due in respect of the Notes on their respective due dates. In this case, Noteholders could either hold the Notes until maturity or trade the Notes on the secondary market, if possible, at prices that could be higher or lower than the price paid by the Noteholder for the relevant Notes or than the Purchase Price such Noteholder may have received pursuant to the Offer, depending on the market conditions at any given time, which will depend, amongst other things, on the financial business, legal and regulatory conditions of Novo Banco and its future prospects. In any decision which they may take in connection with the Offers, Noteholders should carefully consider the facts described in the entirety of this Tender Offer Memorandum including, but not limited to, in the sections entitled Rationale and Background for the Offers, Price of the Offer in the Context of Current Market Conditions and Risk Factors and other considerations. None of the Dealer Managers and their respective directors, employees or affiliates assumes any responsibility for the accuracy or completeness of the information concerning any Offer or Novo Banco contained in this Tender Offer Memorandum or for any failure by Novo Banco to disclose events that may have occurred and may affect the significance or accuracy of the information in this Tender Offer Memorandum. Notes can only be tendered for purchase pursuant to any Offer in accordance with the procedures described in Procedures for Participating in the Offers. Noteholders who do not participate in an Offer, or whose Notes are not accepted for purchase by Novo Banco, will continue to hold their Notes subject to the terms and conditions of such Notes. Questions and requests for assistance in connection with (i) the Offers, may be directed to the Dealer Managers, and (ii) the delivery of Tender Instructions, may be directed to the Tender Agent, the contact details for each of which are on the last page of this Tender Offer Memorandum. Unless the context otherwise requires, references in this Tender Offer Memorandum to a Noteholder or holder of Notes include: (i) (ii) (iii) each person who is shown in the records of the clearing and settlement systems of Euroclear Bank SA/NV ( Euroclear ) or Clearstream Banking S.A. ( Clearstream, Luxembourg and, together with Euroclear, the Clearing Systems and each a Clearing System ) as a holder of Notes (also referred to as Direct Participants and each a Direct Participant ); any broker, dealer, commercial bank, trust company or other nominee or custodian who holds Notes (each an Intermediary ); and each beneficial owner of any Notes holding such Notes, directly or indirectly, in accounts or through the account of an Intermediary in the name of a Direct Participant acting on the beneficial owner s behalf, except that for the purposes of the payment of the Purchase Consideration and Accrued Interest to the extent the beneficial owner of the relevant Notes is not a Direct Participant such payment will only be made to the relevant Direct Participant and payment of the Purchase Consideration and Accrued Interest to such Direct Participant by Novo Banco will satisfy any obligations of Novo Banco and the relevant Clearing System in respect of the purchase of such Notes. A

9 All references in this Tender Offer Memorandum to (i) Euro, EUR, or refer to the currency introduced at the third stage of European economic and monetary union pursuant to the Treaty on the Functioning of the European Union as amended and (ii) U.S. dollars, USD and U.S.$ refer to the currency of the United States of America. All references in this Tender Offer Memorandum to Notes issued by Novo Banco S.A. acting through its Luxembourg branch shall be to such Notes as formerly issued by Banco Espírito Santo, S.A. acting through its Luxembourg branch and transferred to Novo Banco following the application of the Resolution Measure, and all references to Notes issued by Novo Banco S.A. acting through its London branch shall be to such Notes as formerly issued by Banco Espírito Santo, S.A. acting through its London branch and transferred to Novo Banco following the application of the Resolution Measure. Copies of this Tender Offer Memorandum are available to eligible Noteholders on request, subject to applicable laws and the restrictions set out in Offer and Distribution Restrictions, from the Tender Agent, the contact details of which appear on the last page of this Tender Offer Memorandum, and are also available on Novo Banco s website. For the avoidance of doubt, any invitation by Novo Banco to Noteholders contained within these Offers is an invitation to tender by Novo Banco. Any references to any offer or invitation being made by Novo Banco under or in respect of the Offers shall be construed accordingly. A

10 TABLE OF CONTENTS Page OFFER AND DISTRIBUTION RESTRICTIONS... 8 INDICATIVE OFFERS TIMETABLE DEFINITIONS THE OFFERS RISK FACTORS AND OTHER CONSIDERATIONS TAX CONSEQUENCES PROCEDURES FOR PARTICIPATING IN THE OFFERS AMENDMENT AND TERMINATION DEALER MANAGERS AND TENDER AGENT A

11 OFFER AND DISTRIBUTION RESTRICTIONS This Tender Offer Memorandum does not constitute an invitation to participate in any Offer in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws. The distribution of this Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this Tender Offer Memorandum comes are required by Novo Banco, the Dealer Managers and the Tender Agent to inform themselves about and to observe any such restrictions. The Offers are not a public offer to acquire securities (oferta pública de aquisição) subject to Portuguese law or to the supervision of the Portuguese Securities Market Commission (Comissão do Mercado de Valores Mobiliários). Accordingly, the Tender Offer Memorandum is not subject to approval by the Portuguese Securities Market Commission (CMVM). The Offers are also not subject to the supervision of the Luxembourg Commission de Surveillance du Secteur Financier (CSSF). United States The Offers are not being made and will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of, or of any facilities of a national securities exchange of, the United States. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. The Notes may not be tendered in the Offers by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States as defined in Regulation S of the U.S. Securities Act of 1933, as amended (the Securities Act ). Accordingly, copies of this Tender Offer Memorandum and any other documents or materials relating to the Offers are not being, and must not be, directly or indirectly, mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to any persons located or resident in the United States. Any purported tender of Notes pursuant to the Offers resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Notes made by a person that is a U.S. person or is located or resident in the United States or any agent, fiduciary or other intermediary acting on a nondiscretionary basis for a principal that is a U.S. person or is giving instructions from within the United States will be invalid and will not be accepted. This Tender Offer Memorandum is not an offer of securities for sale in the United States or to U.S. persons. Securities may not be offered or sold in the United States absent registration under, or an exemption from the registration requirements of, the Securities Act. The Notes have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold or delivered, directly or indirectly, in the United States or to, or for the account or benefit of, U.S. persons. Each holder of Notes participating in any Offer will represent that it is not a U.S. person, located or resident in the United States and is not participating in such Offer from the United States, or it is acting on a nondiscretionary basis for a principal that is not a U.S. person, that is located outside the United States and that is not giving an order to participate in the Offer from the United States. For the purposes of this and the above paragraph, United States means the United States of America, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States of America and the District of Columbia. A

12 United Kingdom This Tender Offer Memorandum has been issued by Novo Banco which is regulated by the Portuguese Securities Market Commission (Comissão do Mercado de Valores Mobiliários) and is also subject to regulation by the United Kingdom Financial Conduct Authority (the FCA ). This Tender Offer Memorandum is being distributed only to existing Noteholders, and is only addressed to such existing Noteholders where they would (if they were clients of Novo Banco) be professional clients or eligible counterparties of Novo Banco within the meaning of the FCA rules. This Tender Offer Memorandum is not addressed to or directed at any persons who would be retail clients of Novo Banco within the meaning of the FCA rules and any such persons should not act or rely on it. Recipients of this Tender Offer Memorandum should note that Novo Banco is acting on its own account in relation to the Offers and will not be responsible to any other person for providing the protections which would be afforded to clients of Novo Banco or for providing advice in relation to the Offers. In addition, this Tender Offer Memorandum and any other documents or materials relating to the Offers are not for general distribution and must not be passed on to the general public in the United Kingdom. The communication of such documents and materials is made only to and directed only at those persons in the United Kingdom who are: (a) investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Financial Promotion Order ), which are: authorised persons and exempt persons under the Financial Services and Markets Act 2000 and persons whose ordinary business activities involve them in dealing in investments of the kind contemplated by this communication or who will do so for the purpose of a business they carry on); (b) (c) (d) persons who fall within Article 49 of the Financial Promotion Order ( high net worth companies, unincorporated associations etc. ); persons who are members or creditors of Novo Banco or one of its group companies where the communication would be an exempt communication under Article 43 of the Financial Promotion Order; or any other persons to whom the communication may otherwise be made as an exempt communication under the Financial Promotion Order. Any investment or investment activity to which this Tender Offer Memorandum relates is available only to such persons or will be engaged only with such persons and other persons should not rely on it. Republic of Italy None of the Offers, this Tender Offer Memorandum or any other documents or materials relating to the Offers has been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian laws and regulations. The Offers are being carried out in the Republic of Italy ( Italy ) as exempted offers pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the Financial Services Act ) and article 35-bis, paragraph 3 of CONSOB Regulation No of 14 May 1999, as amended (the Issuers Regulation ). Accordingly, the Offers are only addressed to holders of Notes located in Italy who are qualified investors (investitori qualificati) as defined pursuant to and within the meaning of Article 100 of the Financial Services Act and article 34-ter, paragraph 1, letter b) of the Issuers Regulation. Noteholders or beneficial owners of the Notes that are located in Italy can tender Notes for purchase pursuant to the Offers through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in A

13 Italy in accordance with the Financial Services Act, CONSOB Regulation No of 29 October 2007, as amended from time to time, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority. Each intermediary must comply with the applicable laws and regulations concerning information duties vis-àvis its clients in connection with the Notes or the Offers. Belgium Neither this Tender Offer Memorandum nor any other documents or materials relating to the Offers have been submitted to or will be submitted for approval or recognition to the Belgian Financial Services and Markets Authority (Autoriteit voor Financiële Diensten en Markten/L Autorité des Services et Marchés Financiers) and, accordingly, the Offers may not be made in Belgium by way of a public offering, as defined in Article 3 and 6 of the Belgian Law of 1 April 2007 on public takeover bids (the Belgian Takeover Law ) as amended or replaced from time to time. Accordingly, the Offers may not be advertised and the Offers will not be extended, and neither this Tender Offer Memorandum nor any other documents or materials relating to the Offers (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than (i) qualified investors within the meaning of Article 10 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets, acting on their own account or (ii) in any circumstances set out in Article 6 4 of the Belgian Takeover Law. Insofar as Belgium is concerned, this Tender Offer Memorandum has been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Offers. Accordingly, the information contained in this Tender Offer Memorandum may not be used for any other purpose or disclosed to any other person in Belgium. France The Offers are not being made, directly or indirectly, to the public in the Republic of France ( France ). Neither this Tender Offer Memorandum nor any other documents or materials relating to the Offers have been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés), acting for their own account, all as defined in, and in accordance with, Articles L.411-1, L and D of the French Code Monétaire et Financier, are eligible to participate in the Offers. This Tender Offer Memorandum has not been and will not be submitted for clearance to nor approved by the Autorité des Marchés Financiers. Portugal Qualified and non-qualified investors resident or with an establishment in Portugal and to whom any offering documents may become available or who are willing to accept the Offer(s) should take into account that in accordance with articles 108(2)(a) and 145-A of the Portuguese Securities Code (Código dos Valores Mobiliários, enacted by Decree-Law no. 486/99 of 13 November 1999, as amended and restated from time to time), the Offers are not a public offer to acquire securities (oferta pública de aquisição) subject to Portuguese law or to the supervision of the Portuguese Securities Market Commission (Comissão do Mercado de Valores Mobiliários). Accordingly, neither the Tender Offer Memorandum nor any document, circular, advertisement, announcement or any other offering material in relation to the Offers has been or is expected to be registered A

14 or filed with or approved by the Portuguese Securities Market Commission or will be distributed or caused to be distributed or made available, directly or indirectly, to the public in Portugal under the terms applicable to public offers to acquire securities subject to Portuguese law. Spain Neither the Offers nor this Tender Offer Memorandum constitutes an offer of securities or the solicitation of an offer of securities to the public in Spain under the Spanish Securities Market Law (Real Decreto Legislativo 4/2015, de 23 de octubre, por el que se aprueba el texto refundido de la Ley del Mercado de Valores), Royal Decree 1310/2005, of 4 November 2005 (Real Decreto 1310/2005 de 4 de noviembre) and Royal Decree 1066/2007, of 27 July 2007 (Real Decreto 1066/2007 de 27 de julio sobre el regimen de las ofertas públicas de adquisición de valores), each of them as amended and restated and any regulations issued thereunder. This Tender Offer Memorandum has not been and will not be submitted for approval or recognition by the Comisión Nacional del Mercado de Valores. General Nothing in this Tender Offer Memorandum or the electronic transmission thereof or its availability constitutes an offer to buy or the solicitation of an offer to sell Notes, and tenders of Notes for purchase pursuant to any Offer will not be accepted from Noteholders, in any circumstances or jurisdictions in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require any Offer to be made by a licensed broker or dealer and any Dealer Manager or any of their respective affiliates is such a licensed broker or dealer in such jurisdiction, any such Offer shall be deemed to be made on behalf of Novo Banco by such Dealer Manager or affiliate (as the case may be) in such jurisdiction. In addition to the representations referred to above in respect of the United States, each Noteholder participating in any Offer will also be deemed to give certain representations, acknowledgements, warranties and undertakings and make certain agreements in respect of the other jurisdictions referred to above and generally as set out in Procedures for Participating in the Offers. Any tender of Notes for purchase pursuant to an Offer from a Noteholder that is unable to make these representations will not be accepted. Each of Novo Banco, the Dealer Managers and the Tender Agent reserves the right, in its absolute discretion, to investigate, in relation to any tender of Notes for purchase pursuant to any Offer, whether any such representation given by a Noteholder is correct and, if such investigation is undertaken and as a result Novo Banco determines (for any reason) that such representation is not correct, such tender shall not be accepted. A

15 INDICATIVE OFFERS TIMETABLE The following table sets out the expected dates and times of the key events relating to the Offers. This is an indicative timetable and is subject to change. All references to times throughout this Tender Offer Memorandum are to London time. Date and time Event 23 June 2016 Launch Date and beginning of the Offers period 29 June 2016 at 4 p.m. London time Expiration Deadline 30 June 2016 at or around 4 p.m. London time 4 July 2016 Settlement Date Offers announced and Tender Offer Memorandum available from the Tender Agent and on Novo Banco s website Deadline for receipt by the Tender Agent of all Tender Instructions Announcement of Acceptance and Results Announcement by Novo Banco of whether Novo Banco will accept valid tenders of Notes pursuant to all or any of the Offers and if so the Total Acceptance Amount, the Acceptance Amount in respect of each Series, the aggregate Purchase Considerations to be paid by Novo Banco in respect of each Series Payment of the Purchase Consideration and Accrued Interest in respect of the Notes accepted for purchase The above dates and times are subject, where applicable, to the right of Novo Banco to extend, re-open, amend, and/or terminate any Offer (subject to applicable law and as provided in this Tender Offer Memorandum). Noteholders are advised to check with any bank, securities broker or other intermediary through which they hold Notes when such intermediary would need to receive instructions from a Noteholder in order for that Noteholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in any Offer before the deadlines specified in this Tender Offer Memorandum. The deadlines set by any such intermediary and by each Clearing System for the submission of Tender Instructions may be earlier than the relevant deadlines specified above. See Procedures for Participating in the Offers. A

16 DEFINITIONS Acceptance Amount Accrued Interest Business Day Clearing System Notice Clearing Systems Clearstream, Luxembourg Competitive Tender Instruction Dealer Managers Direct Participant Euro Euroclear Euro Equivalent In respect of any Series of Notes, the aggregate nominal amount of Notes of such Series (if any) Novo Banco will accept for purchase pursuant to the Offers. Interest accrued and unpaid on the relevant Notes from (and including) their last interest payment date to (but excluding) the Settlement Date, rounded to the nearest 0.01 with rounded upwards or U.S.$0.01 with U.S.$0.005 rounded upwards as applicable, and without prejudice to any withholding tax which may be applicable to payments made to or to the benefit of a given Noteholder. A day other than a Saturday or a Sunday or a public holiday on which commercial banks and foreign exchange markets are open for business in Lisbon and London and on which the Trans- European Automated Real-Time Gross Settlement Express Transfer (known as TARGET 2) System is open. The Deadlines and Corporate Events or similar form of notice to be sent to Direct Participants of each Series by each of the Clearing Systems on or about the Launch Date informing Direct Participants of the procedures to be followed in order to participate in the relevant Offer. Clearstream, Luxembourg and Euroclear. Clearstream Banking S.A.. A Tender Instruction which specifies (i) the aggregate original principal amount of the Notes tendered pursuant to such Tender Instruction, and (ii) a Purchase Price greater than the relevant Minimum Purchase Price (which Purchase Price must be specified in increments of 0.05 per cent. above the relevant Minimum Purchase Price, with increments which are not integral multiples of 0.05 per cent. being rounded up to the nearest integral multiple of 0.05 per cent.). See The Offers Competitive and Non-Competitive Tender Instructions. Deutsche Bank AG, London Branch and Nomura International plc (each a Dealer Manager ). Each person shown in the records of the Clearing Systems as a Noteholder. The currency introduced at the start of the third stage of the European Economic and Monetary Union pursuant to the Treaty on the Functioning of the European Union. Euroclear Bank SA/NV. In respect of any amount in U.S. dollars, the Euro equivalent of such amount, determined by converting such amount into Euro using the FX Rate. A

17 Expiration Date Expiration Deadline 29 June 2016 (subject to the right of Novo Banco to extend, amend, re-open and/or terminate any Offer). 4 p.m. London time on the Expiration Date (subject to the right of Novo Banco to extend, re-open and/or terminate any Offer). FX Rate The applicable exchange U.S. dollar/euro rate, at or around 4 p.m. London time on 29 June 2016, as reported on Bloomberg screen GDCO or, if such screen is unavailable or manifestly erroneous, a generally recognised source for currency quotations with quotes as of a time as close as reasonably possible to the aforementioned time. Intermediary A broker, a dealer, a commercial bank, a trust company or other nominee or custodian who holds Notes. Launch Date The date of this Tender Offer Memorandum, i.e. 23 June Maximum Purchase Price Minimum Purchase Price Non-competitive Tender Instruction Noteholder or holder of Notes Notes Notifying News Service Novo Banco In respect of each Series, the maximum purchase price at which valid tenders of Notes of such Series may be accepted by Novo Banco pursuant to the relevant Offer, as determined by Novo Banco in its sole discretion. In respect of each Series of Notes, the minimum purchase price (expressed as a percentage) specified in the Reference Table. A Tender Instruction which specifies the aggregate original principal amount of the Notes tendered pursuant to such Tender Instruction, and either (i) does not specify a Purchase Price for such Notes, or (ii) specifies a Purchase Price less than or equal to the relevant Minimum Purchase Price. See The Offers Competitive and Non-Competitive Tender Instructions. A holder of Notes, which includes: (i) (ii) each Direct Participant; any Intermediary; and (iii) each beneficial owner of any Notes holding such Note, directly or indirectly, in accounts or through the account of an Intermediary in the name of a Direct Participant acting on the beneficial owner s behalf, except that for the purposes of the payment of the Purchase Consideration and Accrued Interest, to the extent the beneficial owner of the relevant Notes is not a Direct Participant, such payment will only be made to the relevant Direct Participant and payment of the Purchase Consideration and Accrued Interest to such Direct Participant by Novo Banco will satisfy any obligations of Novo Banco and the relevant Clearing System in respect of the purchase of such Notes. The Notes specified in the Reference Table. Bloomberg, Reuters IIIA and/or such other recognised financial news service or services as selected by Novo Banco. Novo Banco S.A. (incorporated with limited liability in A

18 Offer Purchase Consideration Purchase Price Reference Table Portugal) with registered office at Avenida da Liberdade, 195, Lisbon, Portugal, registered with the Commercial Registry of Lisbon with commercial registry and tax payer number and a share capital of 4,900,000,000. The invitation by Novo Banco to Noteholders of a Series of Notes (subject to the offer restrictions set out in Offer and Distribution Restrictions ) to tender their Notes for purchase by Novo Banco for cash, as set out in this Tender Offer Memorandum, and Offers means every Offer so made by Novo Banco pursuant to the terms hereof. In relation to each Series, the cash consideration to be paid to each Noteholder on the Settlement Date, in accordance with the unmodified Dutch auction procedure described in this Tender Offer Memorandum, and calculated as the product of (i) the aggregate original principal amount of the Notes of such Noteholder accepted for purchase pursuant to such Offer and (ii) the relevant Purchase Price or (in the case of a Non- Competitive Tender Instruction) the Minimum Purchase Price. See The Offers Terms of the Offers Unmodified Dutch Auction Procedure and The Offers Total amount payable to Noteholders. In relation to the relevant Offer and a valid tender of Notes, the price (expressed as a percentage), specified in the relevant Tender Instruction. The reference table included at the beginning of this Tender Offer Memorandum. Sanctions Authority (i) The United States government; Sanctions Restricted Person (ii) the United Nations; (iii) the European Union (or any of its member states); or (iv) the respective governmental institutions and agencies of any of the foregoing, including, without limitation, the Office of Foreign Assets Control of the US Department of the Treasury, the United States Department of State, the United States Department of Commerce and Her Majesty's Treasury. An individual or an entity (a Person ): (i) that is, or is owned or controlled by a Person that is, described or designated in (i) the most current Specially Designated Nationals and Blocked Persons list (which as of the date hereof can be found at: or (ii) the most current Consolidated list of persons, groups and entities subject to EU financial sanctions (which as of the date hereof can be found at: A

19 Series Settlement Date Tender Agent Tender Instruction Total Acceptance Amount Total Amount Payable Total Funds Available (ii) list/index_en.htm); or that is otherwise the subject of any sanctions administered or enforced by any Sanctions Authority, other than solely by virtue of their inclusion in: (i) the most current Sectoral Sanctions Identifications list (which as of the date hereof can be found at: (the SSI List ), (ii) Annexes III, IV, V and VI of Council Regulation No.833/2014, as amended by Council Regulation No.960/2014 (the EU Annexes ), or (iii) any other list maintained by a Sanctions Authority, with similar effect to the SSI List or the EU Annexes. All Notes having the same ISIN code, as specified in the Reference Table. Expected to be 4 July 2016 (subject to the right of Novo Banco to extend, re-open, amend and/or terminate any Offer). Lucid Issuer Services Limited. The electronic tender and blocking instruction for submission by a Noteholder via the relevant Clearing System in the form specified in the Clearing System Notice. The aggregate of the Acceptance Amounts in respect of each Series of Notes. The total amount that would be payable by Novo Banco for all Notes validly tendered and accepted for purchase (calculated using the Euro Equivalent, where relevant) (excluding all Accrued Interest in respect of such Notes). Up to 500,000,000 (or such lesser or greater amount as Novo Banco may determine in its sole discretion). A